EXHIBIT 10.22


 


AMENDMENT TO THE


STOCK OPTION GRANT AGREEMENT


 


This Amendment
to the Stock Option Grant 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”) and                 
(the “Participant”).


 


W I T N E S S E T H:


 


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


 


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


 


WHEREAS, the
Company and the Participant now desire to amend the Agreement for compliance
with Internal Revenue Code Section 409A and the Treasury Regulations
thereunder;


 


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


 


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


 


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.


 


2.             The last sentence
of Paragraph 8 of the Agreement is hereby amended and restated in its entirety
as follows:


 


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.


 


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


 


4.             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:

  	
   

  
	
   

  	
   

  	
    Nelson
  A. Bangs

  
	
   

  	
   

  	
    Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    PARTICIPANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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