Exhibit 10.56


 


SECOND AMENDMENT TO THE


NEIMAN MARCUS, INC.


MANAGEMENT EQUITY INCENTIVE PLAN


 


This
Second Amendment to the Neiman Marcus, Inc. Management Equity Incentive
Plan (the “Amendment”) is made effective as of November 16, 2009, by
Neiman Marcus, Inc., a Delaware corporation (formerly known as Newton
Acquisition, Inc.) (the
“Company”).


 


W I T N E S S E T H:


 


WHEREAS,
the Company established the Newton Acquisition, Inc. Management Equity
Incentive Plan (the “Plan”) effective as of November 29, 2005; and


 


WHEREAS,
the Company subsequently amended the Plan effective January 1, 2009 for
compliance with Internal Revenue Code Section 409A and to change the name
of the Plan to the Neiman Marcus, Inc. Management Equity Incentive Plan;
and


 


WHEREAS,
the Company now desires to amend the definitions of Fair Value Option and
Performance Option under the Plan to allow more flexibility in the design of
the awards, and to make certain other related changes;


 


NOW,
THEREFORE, pursuant to the authority reserved in Section 4.12, the Plan is
amended as follows:


 


1.             Section 2(a) of
the Plan is hereby amended and restated in its entirety as follows:


 


(a)           “Accreting Exercise Price” shall mean,
with respect to an Option, except as otherwise provided in a Participant’s
Stock Option Grant Agreement, an Exercise Price that increases at a 10.00%
compound rate on each anniversary of the Grant Date of such Option until the
earlier to occur of (i) Exercise of such Option, (ii) the fifth
anniversary of the Grant Date of such Option, and (iii) the occurrence of
a Change of Control of the Company; provided, however, that the Exercise
Price shall cease to increase as provided herein on a portion of the
outstanding Performance Options following the sale by the Majority Stockholder
of shares of Common Stock as follows:  the pro rata portion of the Performance Options held by a
Participant with respect to which the Exercise Price shall cease to increase
shall be the portion of the Performance Options that bears the same ratio to
the total Performance Options held by a Participant as the total number of
shares of Common Stock sold by the Majority 


 

















 


Stockholder
bears to the total number of shares of Common Stock owned by the Majority
Stockholder immediately prior to such sale.


 


2.             Section 2(r) of
the Plan is hereby amended and restated in its entirety as follows:


 


(r)  “Fair Value
Option” shall mean, except as otherwise provided in a Participant’s
Stock Option Grant Agreement, an Option with a fixed Exercise Price equal to
the Fair Market Value of the underlying Common Stock on the Grant Date.


 


3.             Section 2(cc) of the
Plan is hereby amended and restated in its entirety as follows:


 


(cc)  “Performance Option” shall mean,
except as otherwise provided in a Participant’s Stock Option Grant Agreement,
an Option with an Accreting Exercise Price that starts at the Fair Market Value
of the underlying Common Stock on the Grant Date.


 


4.             Section 2(kk) of the
Plan is hereby amended and restated in its entirety as follows:


 


(kk)         “Stock Option Grant Agreement” shall mean an agreement which is
entered into by a Participant and the Company evidencing the Grant of an Option
pursuant to the Plan in substantially the same form as one of the agreements
attached hereto as Exhibit A or such other agreement form as may be
approved by the Board.


 


5.             The second to last sentence
of Section 4.4(a) is hereby amended and restated in its entirety as
follows:


 


Unless otherwise specified
in a Participant’s Stock Option Grant Agreement, the portion of an Option that
vests on any Vesting Date will be allocated equally among the portion of the
Option that is a Fair Value Option and the portion of the Option that is a
Performance Option.


 


6.             Exhibit A to the Plan
is hereby amended by the addition of the forms of Stock Option Grant Agreement
attached hereto as Exhibit A.


 


7.             Except as otherwise
specifically set forth herein, all other terms and conditions of the Plan shall
remain in full force and effect.


 


2

















 


IN WITNESS WHEREOF, the Company
has caused this Amendment to be executed on its behalf by its duly authorized
officer on this the 16th day of November 2009.


 


	
   

  	
  NEIMAN MARCUS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nelson A. Bangs

  
	
   

  	
   

  	
  Senior Vice President

  



 


3

















 


Exhibit A


 


Form of


 


AMENDED AND RESTATED


STOCK OPTION GRANT AGREEMENT

(Non-Qualified Stock Option)


 


This Amended and Restated
Stock Option Grant Agreement (the “Agreement”) is made effective as of this           
day of                               ,
2009 between Neiman Marcus, Inc. (the “Company”) and                                                   
(the “Participant”).


 


WHEREAS, the Company has
adopted and maintains the Neiman Marcus, Inc. Management Equity Incentive
Plan, as amended (the “Plan”);


 


WHEREAS, the Plan provides
for the grant to Participants in the Plan of Non-Qualified Stock Options to
purchase shares of Common Stock of the Company;


 


WHEREAS, the Company
previously granted a Non-Qualified Stock Option to the Participant pursuant to
the Plan evidenced by a Stock Option Grant Agreement dated as of                               ,
20      , that contained both a Performance
Option and a Fair Value Option (the “Original Option”);


 


WHEREAS, the Stock Option
Grant Agreement with respect to the Original Option was amended effective January 1,
2009;


 


WHEREAS, the Fair Market
Value of the shares of Common Stock subject to the Original Option is less than
the Exercise Price of the Original Option immediately prior to the
effectiveness of this Agreement;


 


WHEREAS, pursuant to an
exchange offer accepted by the Participant, the Company and the Participant
have cancelled the portion of the Original Option that is a Performance Option
as consideration for the grant of a new Performance Option as provided herein;


 


WHEREAS, the Company has
approved the modification of the Expiration Date of the Original Option with
respect to both the Performance Option and the Fair Value Option; and


 


WHEREAS, the portion of the
Original Option that is a Fair Value Option shall otherwise remain unchanged;


 


NOW, THEREFORE, pursuant to
the authority reserved in Section 4.12 of the Plan and in consideration of
the premises and the mutual covenants hereinafter set forth, the parties hereto
hereby agree to amend and restate the Stock Option Grant Agreement with respect
to the Original Option in its entirety as follows:


 


4

















 


1.             Incorporation of Plan.  All terms, conditions and restrictions of the
Plan are incorporated herein and made part hereof as if stated herein. All
capitalized terms used and not defined herein shall have the meaning given to
such terms in the Plan.


 


2.             Grant of Options.  Pursuant to, and subject to, the terms and
conditions set forth herein and in the Plan, the Company hereby restates the
prior grant to the Participant of a Fair Value Option with respect to                     
shares of Common Stock of the Company and now hereby grants to the Participant
a new Performance Option with respect to                     
shares of Common Stock of the Company, such that the total number of shares of
Common Stock of the Company granted to the Participant hereunder as a
Non-Qualified Stock Option is                     
shares (the “Option”).


 


3.             Grant Date.  The Grant Date of the Performance Option
hereby granted is                               ,
2009. The Grant Date of the Fair Value Option shall remain                               ,
20      .


 


4.             Exercise Price.


 


(a)           The Exercise Price of each
share of Common Stock underlying the portion of the Option that is a Fair Value
Option is $                    .


 


(b)           The Exercise Price of each
share of Common Stock underlying the portion of the Option that is a
Performance Option shall be an increasing amount starting with $                    
on the Grant Date and increasing at a 10.00% compound rate on each anniversary
of the Grant Date of such Performance Option until the earlier to occur of (i) the
exercise of the Option, (ii) the fourth anniversary of the Grant Date of such
Performance Option, or (iii) the occurrence of a Change of Control of the
Company; provided, however, that the Exercise Price shall cease to increase as
provided herein on a portion of the outstanding Performance Option following
the sale by the Majority Stockholder of shares of Common Stock as
follows:  the pro rata
portion of the Performance Option held by a Participant with respect to which
the Exercise Price shall cease to increase shall be the portion of the
Performance Option that bears the same ratio to the total Performance Option
held by a Participant as the total number of shares of Common Stock sold by the
Majority Stockholder bears to the total number of shares of Common Stock owned
by the Majority Stockholder immediately prior to such sale.


 


5.             Vesting Date.


 


(a)           The Fair Value Option shall
become exercisable as follows:  20% of
the shares underlying such Fair Value Option shall vest and become exercisable
on the first anniversary of the Grant Date of such Fair Value Option and the
remaining portion of the Fair Value Option shall vest and become exercisable in
forty-eight (48) equal monthly installments over the forty-eight (48) months
following the first anniversary of the Grant Date of such Fair Value Option,
beginning on the one-month anniversary of such first anniversary, until 100% of
the Fair Value Option is fully vested and exercisable


 


5

















 


thereafter, provided that
the Participant is still employed by the Company on each such anniversary.


 


(b)           The Performance Option shall
become exercisable as follows:  25% of
the shares underlying such Performance Option shall vest and become exercisable
on the first anniversary of the Grant Date of such Performance Option and the
remaining portion of the Performance Option shall vest and become exercisable
in thirty-six (36) equal monthly installments over the thirty-six (36) months
following the first anniversary of the Grant Date of such Performance Option,
beginning on the one-month anniversary of such first anniversary, until 100% of
the Performance Option is fully vested and exercisable thereafter, provided
that the Participant is still employed by the Company on each such anniversary.


 


6.             Expiration Date.  With respect to the Option or any portion thereof
which has not become exercisable, the Option shall expire on the date the
Participant’s Employment is terminated for any reason, and with respect to the
Option or any portion thereof which has become exercisable, the Option shall
expire (i) 90 days after the Participant’s termination of Employment for
reasons other than Retirement, Cause, death or Disability; (ii) one year
after termination of the Participant’s Employment by reason of Retirement,
death or Disability; (iii) as of the commencement of business on the date
the Participant’s Employment is, or is deemed to have been, terminated for
Cause; or (iv) on                               ,
2017, if the Option has not previously expired for any of the reasons specified
above in this Section 6.


 


7.             Certain Rights on a Change
of Control.  If (a) a Change of Control occurs,
(b) the surviving corporation following such Change of Control is an
entity for whose stock there is no Public Market, (c) the surviving
corporation assumes the Participant’s outstanding Options in connection with
such Change of Control and such Options convert into options to purchase common
stock or other equity interests of the surviving corporation (the “Assumed
Options”) and (d) the Participant thereafter experiences a Qualifying Termination
at any time prior to the occurrence of an Initial Public Offering of the
surviving corporation, the Participant will be entitled to sell to the Company
or such surviving corporation, within ninety (90) days of such Qualifying
Termination, all or any portion of the Assumed Options that the Participant had
not exercised at the time of such sale and elects to sell to the Company or
such surviving corporation (the “Eligible Assumed Options”), and the Company or
such surviving corporation will be obligated to purchase from the Participant,
in full satisfaction of the Participant’s rights with respect to such Eligible
Assumed Options, all such Eligible Assumed Options, for a price equal to the
aggregate fair market value, as determined in accordance with Treas. Reg. §
1.409A-1(b)(5)(iv), of the shares of common stock or other equity interests
underlying such Eligible Assumed Options, minus the aggregate exercise price of
such Eligible Assumed Options that such Participant would have been required to
pay in order to exercise such Eligible Assumed Options.


 


8.             Construction of Agreement.  Any provision of this Agreement (or portion
thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction
shall, as to that jurisdiction and subject to this section, be ineffective to
the extent of such invalidity, 


 


6

















 


illegality or
unenforceability, without affecting in any way the remaining provisions thereof
in such jurisdiction or rendering that or any other provisions of this
Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any
covenant should be deemed invalid, illegal or unenforceable because its scope
is considered excessive, such covenant shall be modified so that the scope of the
covenant is reduced only to the minimum extent necessary to render the modified
covenant valid, legal and enforceable. No waiver of any provision or violation
of this Agreement by the Company shall be implied by the Company’s forbearance
or failure to take action. It is intended that the Option be exempt from Code Section 409A,
and this Agreement shall be administered and construed to the fullest extent
possible to reflect and implement such intent.


 


9.             Delays or
Omissions.  No delay or
omission to exercise any right, power or remedy accruing to any party hereto
upon any breach or default of any party under this Agreement, shall impair any
such right, power or remedy of such party nor shall it be construed to be a
waiver of, or acquiescence in, any such breach or default, or any similar
breach or default thereafter occurring nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. Any waiver, permit, consent or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party or any provisions or
conditions of this Agreement, shall be in writing and shall be effective only
to the extent specifically set forth in such writing.


 


10.           Limitation on Transfer.  The Option shall be exercisable only by the
Participant or the Participant’s Permitted Transferee(s), as determined in
accordance with the terms of the Plan (including without limitation the requirement
that the Participant obtain the prior written approval by the Board of any
proposed Transfer to a Permitted Transferee during the lifetime of the
Participant). Each Permitted Transferee shall be subject to all the
restrictions, obligations, and responsibilities as apply to the Participant
under the Plan and this Agreement and shall be entitled to all the rights of
the Participant under the Plan, provided that in respect of any Permitted
Transferee which is a trust or custodianship, the Option shall become
exercisable and/or expire based on the employment and termination of employment
of the Participant. All shares of Common Stock obtained pursuant to the Option
granted herein shall not be transferred except as provided in the Plan and,
where applicable, the Management Stockholders’ Agreement.


 


11.           Integration.  This Agreement, and the other documents
referred to herein or delivered pursuant hereto which form a part hereof
contain the entire understanding of the parties with respect to its subject
matter. There are no restrictions, agreements, promises, representations,
warranties, covenants or undertakings with respect to the subject matter hereof
other than those expressly set forth herein and in the Plan. This Agreement,
including without limitation the Plan, supersedes all prior agreements and
understandings between the parties with respect to its subject matter.


 


12.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.


 


7

















 


13.           Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
without regard to the provisions governing conflict of laws.


 


14.           Participant Acknowledgment.  The Participant hereby acknowledges receipt
of a copy of the Plan. The Participant hereby acknowledges that all decisions,
determinations and interpretations of the Board in respect of the Plan, this
Agreement and the Option shall be final and conclusive. The Participant further
acknowledges that, prior to the existence of a Public Market, no exercise of
the Option or any portion thereof shall be effective unless and until the
Participant has executed the Management Stockholders’ Agreement and the
Participant hereby agrees to be bound thereby.


 


IN WITNESS WHEREOF, the
Company has caused this Agreement to be duly executed by its duly authorized
officer and said Participant has hereunto signed this Agreement on his own
behalf, thereby representing that he has carefully read and understands this
Agreement, the Plan and the Management Stockholders’ Agreement as of the day
and year first written above.


 


	
   

  	
  NEIMAN
  MARCUS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Participant’s
  Name]

  



 


8

















 


Form of


 


SECOND AMENDED AND RESTATED


 


STOCK OPTION GRANT AGREEMENT

(Non-Qualified Stock Option)


 


This Second Amended and
Restated Stock Option Grant Agreement (the “Agreement”) is made effective as of
this            day of                               ,
2009 between Neiman Marcus, Inc. (the “Company”) and                                                   
(the “Participant”).


 


WHEREAS, the Company has
adopted and maintains the Neiman Marcus, Inc. Management Equity Incentive
Plan, as amended (the “Plan”);


 


WHEREAS, the Plan provides
for the grant to Participants in the Plan of Non-Qualified Stock Options to
purchase shares of Common Stock of the Company;


 


WHEREAS, the Company
previously granted a Non-Qualified Stock Option to the Participant pursuant to
the Plan evidenced by a Stock Option Grant Agreement dated as of                               ,
20      , that contained both a Performance
Option and a Fair Value Option (the “Original Option”);


 


WHEREAS, the Stock Option
Grant Agreement with respect to the Original Option was amended effective January 1,
2009;


 


WHEREAS, the Stock Option
Grant Agreement with respect to the Original Option was amended and restated
effective as of                               ,
2009 (the “Amended and Restated Stock Option Grant Agreement”) to reflect the
exchange of the Performance Option and to modify the Expiration Date of both
the Performance Option and the Fair Value Option;


 


WHEREAS, the Fair Market
Value of the shares of Common Stock subject to the Fair Value Option is less
than the Exercise Price of the Fair Value Option immediately prior to the
effectiveness of this Agreement;


 


WHEREAS, the Company and the
Participant have agreed to cancel the Fair Value Option as consideration for
the grant of a new Fair Value Option as provided herein; and


 


WHEREAS, the Performance
Option shall remain unchanged;


 


NOW, THEREFORE, pursuant to
the authority reserved in Section 4.12 of the Plan and in consideration of
the premises and the mutual covenants hereinafter set forth, the parties hereto
hereby agree to amend and restate the Amended and Restated Stock Option Grant
Agreement in its entirety as follows:


 


9

















 


1.             Incorporation of Plan.  All terms, conditions and restrictions of the
Plan are incorporated herein and made part hereof as if stated herein. All
capitalized terms used and not defined herein shall have the meaning given to
such terms in the Plan.


 


2.             Grant of Options.  Pursuant to, and subject to, the terms and
conditions set forth herein and in the Plan, the Company hereby restates the
prior grant to the Participant of a Performance Option with respect to                     
shares of Common Stock of the Company and now hereby grants to the Participant
a new Fair Value Option with respect to                     
shares of Common Stock of the Company, such that the total number of shares of
Common Stock of the Company granted to the Participant hereunder as a
Non-Qualified Stock Option is                     
shares (the “Option”).


 


3.             Grant Date.  The Grant Date of the Fair Value Option
hereby granted is                               ,
2009. The Grant Date of the Performance Option shall remain                               ,
2009.


 


4.             Exercise Price.


 


(a)           The Exercise Price of each
share of Common Stock underlying the portion of the Option that is a Fair Value
Option is $                    .


 


(b)           The Exercise Price of each
share of Common Stock underlying the portion of the Option that is a
Performance Option shall be an increasing amount starting with $                    
on the Grant Date and increasing at a 10.00% compound rate on each anniversary
of the Grant Date of such Performance Option until the earlier to occur of (i) the
exercise of the Option, (ii) the fourth anniversary of the Grant Date of
such Performance Option, or (iii) the occurrence of a Change of Control of
the Company; provided, however, that the Exercise Price shall cease to increase
as provided herein on a portion of the outstanding Performance Option following
the sale by the Majority Stockholder of shares of Common Stock as
follows:  the pro rata
portion of the Performance Option held by a Participant with respect to which
the Exercise Price shall cease to increase shall be the portion of the
Performance Option that bears the same ratio to the total Performance Option
held by a Participant as the total number of shares of Common Stock sold by the
Majority Stockholder bears to the total number of shares of Common Stock owned
by the Majority Stockholder immediately prior to such sale.


 


5.             Vesting Date.


 


(a)           The Fair Value Option shall
become exercisable as follows:  25% of
the shares underlying such Fair Value Option shall vest and become exercisable
on                               ,
2010 and the remaining portion of the Fair Value Option shall vest and become
exercisable in thirty-six (36) equal monthly installments over the following
thirty-six (36) months, beginning on the one-month anniversary of such date,
until 100% of the Fair Value Option is fully vested and exercisable thereafter,
provided that the Participant is still employed by the Company at such time.


 


10

















 


(b)           The Performance Option shall
become exercisable as follows:  25% of
the shares underlying such Performance Option shall vest and become exercisable
on the first anniversary of the Grant Date of such Performance Option and the
remaining portion of the Performance Option shall vest and become exercisable
in thirty-six (36) equal monthly installments over the thirty-six (36) months
following the first anniversary of the Grant Date of such Performance Option,
beginning on the one-month anniversary of such first anniversary, until 100% of
the Performance Option is fully vested and exercisable thereafter, provided
that the Participant is still employed by the Company on each such anniversary.


 


6.             Expiration Date.  With respect to the Option or any portion thereof
which has not become exercisable, the Option shall expire on the date the
Participant’s Employment is terminated for any reason, and with respect to the
Option or any portion thereof which has become exercisable, the Option shall
expire (i) 90 days after the Participant’s termination of Employment for
reasons other than Retirement, Cause, death or Disability; (ii) one year
after termination of the Participant’s Employment by reason of Retirement,
death or Disability; (iii) as of the commencement of business on the date
the Participant’s Employment is, or is deemed to have been, terminated for
Cause; or (iv) on                               ,
2017, if the Option has not previously expired for any of the reasons specified
above in this Section 6.


 


7.             Certain Rights on a Change
of Control.  If (a) a Change of Control occurs,
(b) the surviving corporation following such Change of Control is an
entity for whose stock there is no Public Market, (c) the surviving
corporation assumes the Participant’s outstanding Options in connection with
such Change of Control and such Options convert into options to purchase common
stock or other equity interests of the surviving corporation (the “Assumed
Options”) and (d) the Participant thereafter experiences a Qualifying Termination
at any time prior to the occurrence of an Initial Public Offering of the
surviving corporation, the Participant will be entitled to sell to the Company
or such surviving corporation, within ninety (90) days of such Qualifying
Termination, all or any portion of the Assumed Options that the Participant had
not exercised at the time of such sale and elects to sell to the Company or
such surviving corporation (the “Eligible Assumed Options”), and the Company or
such surviving corporation will be obligated to purchase from the Participant,
in full satisfaction of the Participant’s rights with respect to such Eligible
Assumed Options, all such Eligible Assumed Options, for a price equal to the
aggregate fair market value, as determined in accordance with Treas. Reg. §
1.409A-1(b)(5)(iv), of the shares of common stock or other equity interests
underlying such Eligible Assumed Options, minus the aggregate exercise price of
such Eligible Assumed Options that such Participant would have been required to
pay in order to exercise such Eligible Assumed Options.


 


8.             Construction of Agreement.  Any provision of this Agreement (or portion
thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction
shall, as to that jurisdiction and subject to this section, be ineffective to
the extent of such invalidity, illegality or unenforceability, without
affecting in any way the remaining provisions thereof in such jurisdiction or
rendering that or any other provisions of this Agreement 


 


11

















 


invalid, illegal, or
unenforceable in any other jurisdiction. If any covenant should be deemed
invalid, illegal or unenforceable because its scope is considered excessive,
such covenant shall be modified so that the scope of the covenant is reduced
only to the minimum extent necessary to render the modified covenant valid,
legal and enforceable. No waiver of any provision or violation of this
Agreement by the Company shall be implied by the Company’s forbearance or
failure to take action. It is intended that the Option be exempt from Code Section 409A,
and this Agreement shall be administered and construed to the fullest extent
possible to reflect and implement such intent.


 


9.             Delays or Omissions.  No delay or omission to exercise any right,
power or remedy accruing to any party hereto upon any breach or default of any
party under this Agreement, shall impair any such right, power or remedy of
such party nor shall it be construed to be a waiver of, or acquiescence in, any
such breach or default, or any similar breach or default thereafter occurring
nor shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any waiver,
permit, consent or approval of any kind or character on the part of any party
of any breach or default under this Agreement, or any waiver on the part of any
party or any provisions or conditions of this Agreement, shall be in writing
and shall be effective only to the extent specifically set forth in such
writing.


 


10.           Limitation on Transfer.  The Option shall be exercisable only by the
Participant or the Participant’s Permitted Transferee(s), as determined in
accordance with the terms of the Plan (including without limitation the requirement
that the Participant obtain the prior written approval by the Board of any
proposed Transfer to a Permitted Transferee during the lifetime of the
Participant). Each Permitted Transferee shall be subject to all the
restrictions, obligations, and responsibilities as apply to the Participant
under the Plan and this Agreement and shall be entitled to all the rights of
the Participant under the Plan, provided that in respect of any Permitted
Transferee which is a trust or custodianship, the Option shall become
exercisable and/or expire based on the employment and termination of employment
of the Participant. All shares of Common Stock obtained pursuant to the Option
granted herein shall not be transferred except as provided in the Plan and,
where applicable, the Management Stockholders’ Agreement.


 


11.           Integration.  This Agreement, and the other documents
referred to herein or delivered pursuant hereto which form a part hereof
contain the entire understanding of the parties with respect to its subject matter.
There are no restrictions, agreements, promises, representations, warranties,
covenants or undertakings with respect to the subject matter hereof other than
those expressly set forth herein and in the Plan. This Agreement, including
without limitation the Plan, supersedes all prior agreements and understandings
between the parties with respect to its subject matter.


 


12.           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.


 


13.           Governing Law.  This Agreement shall be governed by and
construed and 


 


12

















 


enforced in accordance with
the laws of the State of Delaware without regard to the provisions governing
conflict of laws.


 


14.           Participant Acknowledgment.  The Participant hereby acknowledges receipt
of a copy of the Plan. The Participant hereby acknowledges that all decisions,
determinations and interpretations of the Board in respect of the Plan, this
Agreement and the Option shall be final and conclusive. The Participant further
acknowledges that, prior to the existence of a Public Market, no exercise of
the Option or any portion thereof shall be effective unless and until the Participant
has executed the Management Stockholders’ Agreement and the Participant hereby
agrees to be bound thereby.


 


IN WITNESS WHEREOF, the
Company has caused this Agreement to be duly executed by its duly authorized
officer and said Participant has hereunto signed this Agreement on his own
behalf, thereby representing that he has carefully read and understands this
Agreement, the Plan and the Management Stockholders’ Agreement as of the day
and year first written above.


 


	
   

  	
  NEIMAN
  MARCUS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Participant’s
  Name]

  



 


13