Neiman Marcus 2003 Annual Report Download - page 279

1. Rescission of 2002 Purchased Restricted Stock Agreement and Cancellation of Shares of Common Stock. Effective as of the
date hereof, the 2002 Purchased Restricted Stock Agreement is hereby rescinded and shall be of no further force or effect, and all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; provided, however, that the Corporation shall
retain the $ in cash previously paid to the Corporation by the Employee pursuant to the 2002 Purchased Restricted Stock
Agreement (the "Purchase Payment"). 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 Purchased Restricted Stock Agreement effective as of the date hereof.
2. Purchase of Purchased Restricted Stock Units. In consideration of the Purchase Payment and the rescission of the 2002
Purchased Restricted Stock Agreement, the Corporation hereby grants to the Employee Purchased Restricted Stock Units (the
"Award"), subject to the vesting schedule described in Section 5 and the requirement that the Purchased 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 Purchased 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 Purchased 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 Purchased Restricted Stock Units been issued and outstanding in the name of the Employee on the
record date established for such dividend.
5. Vesting of Purchased Restricted Stock Units and Distribution of Common Stock; Termination of Employment; Death;
Disability; or Retirement.
(a) The Purchased 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 Purchased 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
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