Exhibit 10.29


 


THE NEIMAN MARCUS GROUP, INC.


 


RESTRICTED STOCK UNIT AGREEMENT


ISSUED PURSUANT TO 1997 INCENTIVE
PLAN


 


THIS AGREEMENT is made as
of the            day of
            ,
20       , by and between THE NEIMAN MARCUS GROUP,
INC., a Delaware corporation (the “Corporation”), and
                                 ,
an employee of the Corporation or one of its subsidiaries (the “Employee”).


 


Recitals:


 


1.             On
January 17, 1997, the Corporation adopted for the benefit of key employees The
Neiman Marcus Group, Inc. 1997 Incentive Plan (the “Plan”), and the Plan was
approved by its stockholders on that date.


 


2.             The
Plan is administered by the Compensation Committee (the “Committee”) of the
Corporation’s Board of Directors (the “Board”).


 


3.             The
Committee previously selected the Employee to participate in the Plan by the
grant of shares of Class A Common Stock of the Corporation, par value $.01 per
share (“Common Stock”), the transferability of which was subject to restriction
for a period of time as set forth in the “Restricted Stock Agreement Issued
Pursuant to 1997 Incentive Plan” made effective as of November 20, 2002 (the
“2002 Restricted Stock Agreement”).


 


4.             The
Committee and the Employee desire to rescind the prior grant of shares of
Common Stock pursuant to the 2002 Restricted Stock Agreement and in exchange
for the Employee’s agreement to such rescission, the Committee shall grant to
the Employee a number of Restricted Stock Units representing a fictional
interest in a number of shares of Common Stock equal to the number of shares of
Common Stock issued to the Employee pursuant to the 2002 Restricted Stock
Agreement, which Units shall be subject to the vesting, distribution and other
provisions specified herein.


 


Agreement:


 


For and in consideration
of the mutual covenants hereinafter set forth and for other good and valuable
consideration, it is agreed as follows:


 


1.             Rescission of 2002 Restricted Stock Agreement and
Cancellation of Shares of Common Stock.  Effective as of the date hereof, the 2002 Restricted Stock
Agreement is hereby rescinded and shall be of no further force or effect, and
all shares of Common Stock issued to the Employee pursuant thereto shall be
cancelled.  The Corporation shall give
notice to its registrar and 


 

















 


transfer agent, Mellon
Investor Services LLC (the “Registrar”), to debit from the restricted stock
account established in the name of the Employee all shares of Common Stock
previously credited to such account pursuant to the 2002 Restricted Stock
Agreement effective as of the date hereof.


 


2.             Grant of Restricted
Stock Units.  The Corporation
hereby grants to the
Employee                      
Restricted Stock Units (the “Award”), subject to the vesting schedule described
in Section 5 and the requirement that the Restricted Stock Units may be
forfeited to the Corporation under the circumstances set forth in that Section.


 


3.             No Rights as Equity
Owner.  This Award of
Restricted Stock Units shall not entitle the Employee to any voting rights,
rights upon liquidation or other rights of owners of the Corporation unless and
until shares of Common Stock are issued to the Employee as provided herein.


 


4.             Dividend Equivalent
Rights.  In the event a cash
dividend is paid on the Common Stock while the Employee holds undistributed Restricted
Stock Units that have not been forfeited, whether or not then vested, the
Corporation shall pay to the Employee a cash payment equal to the dividend that
would have been received by the Employee had the number of shares of Common
Stock represented by the Restricted Stock Units been issued and outstanding in
the name of the Employee on the record date established for such dividend.


 


5.             Vesting of Restricted
Stock Units and Distribution of Common Stock; Termination of Employment; Death;
Disability; or Retirement.


 


(a)           The Restricted Stock Units granted
hereunder shall vest on November 20, 2005 if and only if the Employee is on
such date an employee of the Corporation or one of its subsidiaries (the
“Vesting Date”).  On the Vesting Date,
the Corporation shall issue to the Employee a certificate representing a number
of shares of Common Stock equal to the number of Restricted Stock Units then
subject to this Award; provided, however, that the Employee shall have the
right to elect to defer the distribution of all or a portion of the shares of
Common Stock issuable to the Employee on the Vesting Date until a date (the
“Deferred Distribution Date”) selected by the Employee that is at least one
year later than the Vesting Date but on or before the fifth anniversary of the
Vesting Date, in which event the Corporation shall issue a certificate
representing the number of shares of Common Stock subject to such election on
the Deferred Distribution Date or, if earlier, as soon as practicable following
the date of the Employee’s death, a determination of the Employee’s permanent
disability according to paragraph (d) below, or the Employee’s termination of
employment with the Corporation and all of its subsidiaries for any
reason.  Any such election shall be made
by the Employee on a form and in a manner acceptable to the Corporation at
least twelve months prior to the Vesting Date and shall be irrevocable as of
the date that is twelve months prior to the Vesting Date.


 


(b)           Subject to the provisions of
paragraphs (c), (d) and (e) of this Section, upon termination of the Employee’s
employment with the Corporation and all of its subsidiaries at a time when the
Restricted Stock Units have not vested, (i) the Employee shall have no
rights


 


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whatsoever in and to any of the Restricted Stock Units; (ii) all
the Restricted Stock Units shall be forfeited to the Corporation and shall no
longer be outstanding as of the date of such termination of employment; and
(iii) neither the Employee nor any of his or her heirs, beneficiaries,
executors, administrators or other personal representatives shall have any
rights with respect thereto.


 


(c)           If the Employee dies while in the
employ of the Corporation or any of its subsidiaries, the Restricted Stock
Units then subject to this Award shall vest if not yet vested. The person or
persons to whom the Employee’s rights under this Agreement are transferred by
will or the laws of descent and distribution shall be entitled to receive,
within 30 days after presentation to the Secretary of the Corporation of
documentation acceptable to the Secretary establishing the legal rights of such
person or persons, a certificate representing a number of shares of Common
Stock equal to the number of Restricted Stock Units then subject to this Award.


 


(d)           If while in the employ of the
Corporation or any of its subsidiaries the Employee shall become permanently
disabled such that the Employee will be unable to return to his or her
employment with the Corporation or its subsidiaries (as shall be conclusively
determined by the Employee Benefits Committee of the Corporation), the
Restricted Stock Units then subject to this Award shall vest if not yet vested.
Within 30 days after the determination of such permanent disability, the
Corporation shall issue to the Employee a certificate representing a number of
shares of Common Stock equal to the number of Restricted Stock Units then
subject to this Award.


 


(e)           If the Employee terminates employment
with the Corporation and all of its subsidiaries prior to the Vesting Date on
account of his or her Eligible Retirement, then a portion of the Restricted
Stock Units then subject to this Award shall vest, with the number to be
determined by multiplying the number of Restricted Stock Units then subject to
this Award by a fraction, the numerator of which is the number of completed
months from November 20, 2002 through the date of Eligible Retirement and the
denominator of which is 36.  Within 30
days after the date of such Eligible Retirement, the Corporation shall issue to
the Employee a certificate representing a number of shares of Common Stock
equal to such number of vested Restricted Stock Units.  The remaining Restricted Stock Units subject
to this Agreement shall be treated in the same manner as unvested Restricted
Stock Units subject to the provisions of Section 5(b).  For purposes of this Agreement, “Eligible
Retirement” shall mean the termination of the Employee’s employment with the
Corporation and all of its subsidiaries on or after the date as of which the
Employee (i) is eligible for a normal retirement benefit on account of reaching
normal retirement age under the terms of The Neiman Marcus Group, Inc.
Retirement Plan (or a successor plan), or (ii) is not less than age 55 and has
not less than twenty (20) years of vesting or credited service under the terms
of The Neiman Marcus Group, Inc. Retirement Plan (or a successor plan);
provided that the Employee’s termination of employment shall not be an
“Eligible Retirement” if the Committee shall find that the Employee was
terminated on account of “Cause.”


 


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For purposes of this
Agreement, “Cause” shall mean, in the Committee’s reasonable judgment, (i) a
breach of duty by the Employee in the course of his or her employment involving
fraud, acts of dishonesty (other than inadvertent acts or omissions),
disloyalty, or moral turpitude, (ii) conduct that is materially detrimental to
the Corporation or any of its subsidiaries, monetarily or otherwise, or
reflects unfavorably on the Corporation or any of its subsidiaries or the
Employee, (iii) the Employee’s failure to comply with or enforce the
Corporation’s or any of its subsidiaries’ policies concerning equal employment
opportunity, including engaging in sexually or otherwise harassing conduct,
(iv) the Employee’s repeated insubordination or failure to comply with or
enforce other personnel policies of the Corporation or any of its subsidiaries,
(v) the Employee’s failure to devote his or her full working time and best
efforts to the performance of his or her responsibilities to the Corporation or
its subsidiaries, or (vi) the Employee’s conviction of or entry of a plea
agreement or consent decree or similar arrangement with respect to, a felony,
other serious criminal offense, or any violation of federal or state securities
laws; provided, however, that with respect to items (iv) and (v), the Employee
has been provided prior written notice of the failure and afforded a reasonable
opportunity to correct.


 


6.             No Guarantee of Employment. 
Nothing in the Plan or in this Agreement shall (i) confer on the
Employee any right to continue in the employ of the Corporation or any of its
subsidiaries; (ii) affect the right of the Employee or the Corporation or
any of its subsidiaries to terminate the employment relationship at any time;
(iii) be deemed a waiver or modification of any provision contained in any
agreement between the Employee and the Corporation or any of its subsidiaries;
(iv) be construed as part of the Employee’s entitlement to remuneration or
benefit pursuant to a contract of employment or otherwise or as compensation
for past services rendered; (v) afford the Employee any rights or additional
rights to compensation or damages as a consequence of the loss or termination
of his or her office; or (vi) entitle the Employee to any compensation or
damages for any loss or potential loss which he or she may suffer by reason of
being or becoming unable to vest in the Restricted Stock Units as a consequence
of the loss or termination of his or her office, employment, or service with
the Corporation or any of its subsidiaries. 
A cessation of the Employee’s employment by reason of a leave of absence
of not more than six months approved by the Corporation shall not be deemed a
termination of employment.


 


7.             Changes in Common
Stock.  In the event of any
reorganization, recapitalization, stock split, stock dividend, merger,
consolidation, combination of shares or other change affecting the Common
Stock, the Committee shall make such adjustments as it may deem appropriate
with respect to the Restricted Stock Units. 
Any such adjustment made by the Committee shall be conclusive.


 


8.             Tax Withholding.  The Corporation shall take any
steps it deems necessary or desirable to satisfy any obligations imposed by a
Federal, state, local or other governmental entity to withhold taxes; provided,
however, that in furtherance of satisfying such withholding obligations, the
Employee shall have the right (by delivering written notice to the Secretary of
the Corporation no less than 30 days nor more than 60 days prior to the date of
distribution) to have a number of whole shares of Common Stock withheld by the
Corporation from the shares to be issued upon distribution, or to tender to the
Corporation other whole shares of Common Stock, with a value not to exceed the


 


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statutory
minimum tax withholding obligation.  In
addition, the Employee and/or his or her beneficiary (including his or her
estate) shall bear all taxes on amounts paid under the Plan to the extent no
taxes are withheld, irrespective of whether withholding is required.


 


9.             Interpretation of Plan and this Agreement.  This Agreement is being entered into
pursuant to the Plan and shall be governed in all respects by the terms and
provisions of the Plan, which are incorporated herein by this reference.  In the case of any inconsistency between the
Plan and this Agreement, the Plan provisions shall control.  Capitalized terms used and not defined in
this Agreement shall have the respective meanings given them in the Plan.  As used herein the term “employee” shall
mean an employee of the Corporation or of any subsidiary of the Corporation,
and members of the Board, and the term “subsidiary of the Corporation” shall
mean a subsidiary corporation as defined in Section 424 of the Internal Revenue
Code of 1986, as amended.  In all
respects, questions of interpretation and application of the Plan and of this
Agreement shall be determined by a majority of the Committee, as it may from
time to time be constituted, and the determinations of such majority shall be
final and binding upon all persons.


 


10.           Choice of Law; Exclusive Forum; Consent to
Jurisdiction; Waiver of Right to Contest Removal and to Jury Trial.  The validity, performance and enforceability
of this Agreement shall be determined and governed by the laws of the State of
Texas, without regard to its conflict of laws principles. The exclusive forum
for any action concerning this Agreement or the transactions contemplated
hereby shall be in a court of competent jurisdiction in Dallas County, Texas,
with respect to a state court, or the Dallas Division of the United States
District Court for the Northern District of Texas, with respect to a federal
court.  THE EMPLOYEE HEREBY CONSENTS TO
THE EXERCISE OF JURISDICTION OF A COURT IN THE EXCLUSIVE FORUM AND WAIVES ANY
RIGHT HE OR SHE MAY HAVE TO CHALLENGE OR CONTEST THE REMOVAL AT ANY TIME BY THE
CORPORATION TO FEDERAL COURT OF ANY SUCH ACTION HE OR SHE MAY BRING AGAINST IT
IN STATE COURT.  THE EMPLOYEE AND THE
CORPORATION FURTHER HEREBY MUTUALLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY
ACTION CONCERNING THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY.


 


EXECUTED at Dallas, Texas, as of the date appearing in
the first paragraph of this Agreement.


 


	
   

  	
  THE NEIMAN MARCUS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
    Nelson A. Bangs,

  
	
   

  	
   

  	
    Senior Vice President & General
  Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Burton M. Tansky, Employee

  



 


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