Common use of Change of Control Adjustments Clause in Contracts

Change of Control Adjustments. Except as would not result in a Material Adverse Effect with respect to Neiman Marcus and except in the case of any consents that will be obtained prior to the Distribution Date, neither the Recapitalization nor the Distribution nor any of the other transactions contemplated hereby or by the Recapitalization Agreement will (x) constitute a "change of control" or otherwise result in the increase or acceleration of any benefits, including to employees of Neiman Marcus, under any agreement to which Neiman Marcus or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound, or (y) result in any adjustment of the number of shares subject to, or the terms of, including exercise price, any outstanding employee stock options of Neiman Marcus.