Exhibit 10.32


 


THE NEIMAN MARCUS GROUP, INC.


 


RESTRICTED STOCK AGREEMENT


ISSUED PURSUANT TO 1997 INCENTIVE PLAN


 


THIS AGREEMENT is made as of the
         day of
                  ,
200   , 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 has selected the Employee to participate in the Plan by the grant of
Class A Common Stock of the Corporation, par value $.01 per share (“Common
Stock”), the transferability of which stock shall remain restricted for a
period of time as 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.             Grant of
Restricted Stock.  The
Corporation hereby issues to the Employee
              
shares (the “Shares”) of Common Stock, subject to the restrictions on transfer
described in Section 3 (the “Restrictions”) and the requirement that the Shares
may revert to the Corporation under the circumstances set forth in that
Section.  The Corporation has
established a restricted stock account in the name of the Employee with the
Corporation’s registrar and transfer agent, Mellon Investor Services LLC (the
“Registrar”), and has credited to that account the number of Shares indicated
above.


 


2.             Voting
Rights, Dividends and Other Distributions.  Subject to the Restrictions, the Employee is for all purposes the
record and beneficial owner of the Shares. 
The Employee is entitled to vote the Shares at all meetings of stockholders
and is entitled to receive and retain all cash dividends that may be paid with
respect to the Shares.  If and to the
extent the Corporation shall effect a stock split, stock dividend or similar
distribution with respect to the Common Stock, (i) the stock distributed
pursuant thereto shall be credited to the Employee’s account with the Registrar
with respect to those Shares as to which the Restrictions have not yet been
removed


 

















 


pursuant to Section 3;
(ii) such additional stock shall enjoy the privileges and be subject to
the Restrictions applicable to the Shares; and (iii) the Employee shall be
entitled to sell, transfer, assign, pledge or otherwise dispose of such
additional stock when the Restrictions on the Shares to which the distribution
relates have been removed pursuant to Section 3.


 


3.             Restrictions
on Transfer of Shares; Termination of Employment; Death, or Disability.


 


(a)           The
Employee shall not have the right to sell, transfer, assign, pledge or
otherwise dispose of the Shares, except that such Restrictions shall be removed
on the third anniversary of the date of this Agreement; provided that the
removal of the Restrictions on such anniversary date shall occur if and only if
the Employee is on such date an employee of the Corporation or one of its
subsidiaries.  Restrictions on the
Shares shall also be removed to the extent provided under the Plan in the event
of a Change of Control of the Corporation. Removal of the Restrictions shall be
accomplished by means of a letter of instructions to the Registrar, signed by a
senior executive of the Corporation, specifying that the Restrictions on the
Shares are to be removed, and instructing the Registrar to issue to the
Employee a stock certificate representing the Shares, registered in the name of
the Employee or in such name or names as the Employee may request in writing
(which request shall be accompanied by payment of any stock transfer taxes that
may be due as a result of such registration in such other name or names).  The Registrar shall debit the Employee’s restricted
stock account accordingly.  The Corporation
will take any steps it deems necessary or desirable to satisfy its withholding
tax obligation upon removal of the Restrictions; provided that 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 the
Restrictions are to be removed) to have Shares withheld from the certificate to
be issued upon removal of the Restrictions or to tender other shares of Common
Stock to meet such obligations.  Following
removal of the Restrictions, the Employee shall be free to sell, transfer,
assign, pledge or otherwise dispose of the Shares, subject to applicable
securities laws and the policies of the Corporation then in effect.


 


(b)           Subject to the provisions of
paragraphs (c) and (d) of this Section, upon termination of the Employee’s
employment with the Corporation and any of its subsidiaries at a time when the
Restrictions have not been removed, (i) the Employee shall have no rights
whatsoever in and to any of the Shares; (ii) all the Shares shall revert
to the Corporation; 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 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 and establishing the legal rights of such person or
persons, a certificate for the Shares as to which the Restrictions have not yet
been removed pursuant to the provisions of Section 3(a), which certificate
shall be issued in accordance with the provisions of Section 3(a) applicable to
Shares with respect to which the Restrictions have


 


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been removed.


 


(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 Employee
shall be entitled to receive, within 30 days after the determination of such
permanent disability, a certificate for the Shares as to which the Restrictions
have not yet been removed pursuant to the provisions of Section 3(a), which
certificate shall be issued in accordance with the provisions of Section 3(a)
applicable to Shares with respect to which the Restrictions have been removed.


 


4.             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 in 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 or have the Restrictions removed from the Shares in
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.


 


5.             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 Shares.  Any such
adjustment made by the Committee shall be conclusive.


 


6.             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 otherwise 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.


 


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7.             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
CORPORATATION 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 and General
  Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  , Employee

  



 


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