EXHIBIT 10.37


 


AMENDMENT TO THE


MANAGEMENT STOCKHOLDERS’ AGREEMENT


 


This
Amendment to the Management Stockholders’ Agreement (the “Amendment”) is made
effective as of January 1, 2009, by and between Neiman Marcus, Inc.,
a Delaware corporation (formerly known as Newton Acquisition, Inc.) (the “Company”),
the Majority Stockholders (as listed on Schedule A) and the Management
Stockholders (as listed on Schedule B).


 


W I T N E S S E T H:


 


WHEREAS,
the Company, the Majority Stockholder and the Management Stockholder entered
into the Management Stockholders’ Agreement (the “Agreement”) effective as of October 6,
2005; and


 


WHEREAS,
the Company, the Majority Stockholder and the Management Stockholder now desire
to amend the Agreement for compliance with Internal Revenue Code Section 409A
and the Treasury Regulations thereunder, and to make certain other changes;


 


NOW,
THEREFORE, pursuant to the authority reserved in Section 9, the Agreement
is amended as follows:


 


1.             The Agreement is hereby amended such that the
term “Company” shall mean Neiman Marcus, Inc.


 


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


 


(j)            “Fair Market
Value” shall mean, as of any date:


 


i.              for Common Stock not readily
tradable on an established securities market (as determined in accordance with
Treas. Reg. §§ 1.409A-1(b)(5)(vi)(G) and 1.409A-1(k)), the value per share
of Common Stock as determined in good faith by the Board and based upon the
reasonable application of a reasonable valuation method in accordance with
Treas. Reg. § 1.409A-1(b)(5)(iv)(B); or


 


ii.             for Common Stock readily tradable
on an established securities market (as determined in accordance with Treas.
Reg. §§ 1.409A-1(b)(5)(vi)(G) and 1.409A-1(k)), (i) the closing price
on such day of a share of Common Stock as reported on the principal securities
exchange on which shares of Common Stock are then listed or admitted to trading
or (ii) if not so reported, the average of the closing bid and ask prices
on such day as reported on the National Association of Securities Dealers
Automated Quotation System or (iii) if not so reported, as furnished by
any member of the National Association of Securities Dealers, Inc. (“NASD”)
selected by the Board.  The Fair Market Value of a share of Common Stock
as of any such date on which the applicable exchange or inter-dealer quotation
system through which trading in the Common Stock regularly occurs is closed
shall be the Fair Market Value determined pursuant to the preceding sentence as
of 


 

















 


the immediately preceding
date on which the Common Stock is traded, a bid and ask price is reported or a
trading price is reported by any member of NASD selected by the Board.  In
the event that the price of a share of Common Stock shall not be so reported or
furnished, the Fair Market Value shall be determined in good faith by the Board
and based upon any other reasonable method using actual transactions in such
Common Stock as reported by any member of NASD selected by the Board.  However, the Fair Market Value of Common
Stock readily tradable on an established securities market shall in all events be
determined in a manner which satisfies the requirements of Treas. Reg. §
1.409A-1(b)(5)(iv)(A).


 


The right to an Outside
Appraisal provided for in Sections 3(b)(ii) and 3(c)(ii) shall not
apply to Common Stock readily tradable on an established securities market.


 


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


 


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


 


	
   

  	
   

  	
   

  	
   

  	
  NEIMAN MARCUS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/  Nelson A.
  Bangs

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Nelson A. Bangs

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Senior Vice President

  



 


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SCHEDULE A


MAJORITY
STOCKHOLDERS


 


	
   

  	
   

  	
   

  	
   

  	
  NEWTON HOLDING, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Clive Bode

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Partner and General
  Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TPG NEWTON III LLC

  
	
   

  	
  By:

  	
   

  	
   

  	
  TPG
  Partners III, L.P., its Managing

  Member

  
	
   

  	
  By:

  	
   

  	
   

  	
  TPG GenPar III, L.P., its
  General Manager

  
	
   

  	
  By:

  	
   

  	
   

  	
  TPG Advisors III, Inc.,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/  Clive Bode

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Partner and General
  Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TPG PARTNERS IV, L.P.

  
	
   

  	
  By:

  	
   

  	
   

  	
  TPG GenPar IV, L.P., its
  General Partner

  
	
   

  	
  By:

  	
   

  	
   

  	
  TPG Advisors III, Inc.,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/  Clive Bode

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Partner and General
  Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TPG NEWTON CO-INVEST I LLC

  
	
   

  	
  By:

  	
   

  	
   

  	
  TPG GenPar IV, L.P., its
  Managing Member

  
	
   

  	
  By:

  	
   

  	
   

  	
  TPG Advisors IV, Inc., its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/  Clive Bode

  
	
   

  	
  Title:

  	
   

  	
   

  	
  Partner and General
  Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WARBURG PINCUS PRIVATE

  
	
   

  	
   

  	
   

  	
   

  	
  EQUITY VIII, L.P.

  
	
   

  	
  By:

  	
   

  	
   

  	
  Warburg
  Pincus Partners, LLC, its

  General Partner

  
	
   

  	
  By:

  	
   

  	
   

  	
  Warburg Pincus & Co.,
  its Managing Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/  Kewsong Lee

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WARBURG PINCUS NETHERLANDS 

  
	
   

  	
   

  	
   

  	
   

  	
  PRIVATE EQUITY VIII
  C.V.I.

  
	
   

  	
  By:

  	
   

  	
   

  	
  Warburg
  Pincus Partners, LLC, its

  General Partner

  



 


3

















 


	
   

  	
  By:

  	
   

  	
   

  	
  Warburg Pincus & Co.,
  its Managing Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/  Kewsong Lee

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WARBURG PINCUS GERMANY

  
	
   

  	
   

  	
   

  	
   

  	
  PRIVATE EQUITY VIII K.G.

  
	
   

  	
  By:

  	
   

  	
   

  	
  Warburg
  Pincus Partners, LLC, its

  General Partner

  
	
   

  	
  By:

  	
   

  	
   

  	
  Warburg
  Pincus & Co., it Managing

  Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Kewsong Lee

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  WARBURG
  PINCUS PRIVATE

  EQUITY IX, L.P.

  
	
   

  	
  By:

  	
   

  	
   

  	
  Warburg
  Pincus IX LLC, its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Kewsong Lee

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  



 


4

















 


SCHEDULE B


MANAGEMENT STOCKHOLDERS


 


	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Gerald A. Barnes

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Gerald A. Barnes

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Steven P. Dennis

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Steven P. Dennis

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Jeanie Galvin

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Jeanie Galvin

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Ronald H. Goddard

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Ronald H. Goddard

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ James J. Gold

  
	
   

  	
  Name:

  	
   

  	
   

  	
  James J. Gold

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Neva L. Hall

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Neva L. Hall

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Mary V. Hershey

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Mary Virginia Hershey

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Brendan L. Hoffman

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Brendan L. Hoffman

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Wayne A. Hussey

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Wayne A. Hussey

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Jonathan Joselove

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Jonathan Joselove

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Karen W. Katz

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Karen W. Katz

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Lisa M. Kazor

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Lisa M. Kazor

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Steven Kornajcik

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Steven Kornajcik

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Thomas Lind

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Thomas Lind

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Marita O’Dea Glodt

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Marita O’Dea Glodt

  



 


5

















 


	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Ann S. Paolini

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Ann S. Paolini

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ J. Russell Patrick

  
	
   

  	
  Name:

  	
   

  	
   

  	
  John Russell Patrick

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Gregory G. Shields

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Gregory G. Shields

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Stacie R. Shirley

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Stacie R. Shirley

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ James E. Skinner

  
	
   

  	
  Name:

  	
   

  	
   

  	
  James E. Skinner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Margaret E. Spaniolo

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Margaret E. Spaniolo

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Thomas P. Stangle

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Thomas P. Stangle

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ T. Dale Stapleton

  
	
   

  	
  Name:

  	
   

  	
   

  	
  T. Dale Stapleton

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Ann Stordahl

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Ann Stordahl

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Burton M. Tansky

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Burton M. Tansky

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Kim Yee

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Kim Yee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TANSKY
  2007 CHILDREN AND

  GRANDCHILDREN TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Eva T. Blum

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Eva T. Blum, Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  KATZ 2008 IRREVOCABLE TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
  /s/ Mary Ann Mihalopoulos

  
	
   

  	
  Name:

  	
   

  	
   

  	
  Mary Ann Mihalopoulos, Trustee

  



 


6