**EXHIBIT 10.22**

 

**AMENDMENT TO THE**

**STOCK OPTION GRANT AGREEMENT**

 

This Amendmentto the Stock Option Grant Agreement (the “Amendment”) is made effective as of January 1,2009, by and between Neiman Marcus, Inc., a Delaware corporation (formerlyknown as Newton Acquisition, Inc.) (the “Company”) and                 (the “Participant”).

 

W I T N E S S E T H:

 

WHEREAS, theCompany and the Participant entered into a Stock Option Grant Agreement (the “Agreement”)effective as of November 29, 2005, pursuant to the terms of the NewtonAcquisition, Inc. Management Equity Incentive Plan (the “Plan”); and

 

WHEREAS, the Company has amended the Plan for compliance with InternalRevenue Code Section 409A and the Treasury Regulations thereunder; and

 

WHEREAS, theCompany and the Participant now desire to amend the Agreement for compliancewith Internal Revenue Code Section 409A and the Treasury Regulationsthereunder;

 

NOW,THEREFORE, in consideration of the premises, the parties do hereby agree asfollows:

 

1.             Paragraph 7 of theAgreement is hereby amended and restated in its entirety as follows:

 

7.  Certain Rights on a Changeof Control.  If (a) a Change of Control occurs, (b) thesurviving corporation following such Change of Control is an entity for whosestock there is no Public Market, (c) the surviving corporation assumes theParticipant’s outstanding Options in connection with such Change of Control andsuch Options convert into options to purchase common stock or other equityinterests of the surviving corporation (the “Assumed Options”) and (d) theParticipant thereafter experiences a Qualifying Termination at any time priorto the occurrence of an Initial Public Offering of the surviving corporation,the Participant will be entitled to sell to the Company or such survivingcorporation, within ninety (90) days of such Qualifying Termination, all or anyportion of the Assumed Options that the Participant had not exercised at thetime of such sale and elects to sell to the Company or such survivingcorporation (the “Eligible Assumed Options”), and the Company or such survivingcorporation will be obligated to purchase from the Participant, in fullsatisfaction of the Participant’s rights with respect to such Eligible AssumedOptions, all such Eligible Assumed Options, for a price equal to the aggregatefair market value, as determined in accordance 

 

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with Treas. Reg. § 1.409A-1(b)(5)(iv), of the shares of common stock orother equity interests underlying such Eligible Assumed Options, minus theaggregate Exercise Price of such Eligible Assumed Options that such Participantwould have been required to pay in order to exercise such Eligible AssumedOptions.

 

2.             The last sentenceof Paragraph 8 of the Agreement is hereby amended and restated in its entiretyas follows:

 

It is intended that the Option be exempt from Code Section 409A,and this Agreement shall be administered and construed to the fullest extentpossible to reflect and implement such intent.

 

3.             By execution of this Amendment theParticipant hereby consents to the amendment of the Plan attached hereto as Exhibit A.

 

4.             Except as otherwise specificallyset forth herein, all other terms and conditions of the Agreement shall remainin full force and effect.

 

IN WITNESSWHEREOF, the parties hereto have caused this Amendment to be executed on thisthe 10th day of December, 2008.

 
| ** ** | ** ** | **  NEIMAN  MARCUS, INC.** |
|------------|------------|--------------------------------------|
|       |       |                                 |
|       |       |                                 |
|       | By:        |                                 |
|       |       |   Nelson  A. Bangs         |
|       |       |   Senior  Vice President   |
|       |       |                                 |
|       |       |                                 |
| ** ** | ** ** | **  PARTICIPANT**          |
| ** ** | ** ** | ** **                           |
| ** ** | ** ** | ** **                           |

 

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