1
Exhibit 99.3
THIS AGREEMENT, dated as of the 1st day of September, 1999, is among
The Neiman Marcus Group, Inc., a Delaware corporation (the "Company") and
certain parties (herein individually referred to as a "Stockholder" and
collectively as the "Stockholders") who are currently stockholders of Harcourt
General, Inc., a Delaware corporation ("HGI") and anticipate a distribution of
Class B Common Stock of the Company in accordance with the Amended and Restated
Distribution Agreement between HGI and the Company dated July 1, 1999 (as
amended, supplemented or otherwise modified from time to time, the "Distribution
Agreement") and who, by executing this instrument, or a supplemental instrument,
elect to become parties hereto and to subject the shares of Class B Common Stock
identified herein (or in such supplemental instrument) to the terms and
provisions hereof.
WITNESSETH:
The following sets forth the background of this Agreement:
A. The Company's authorized capital stock consists of 200,000,000
shares, 150,000,000 of which are common stock, par value $.01 per share (the
"Common Stock") and 50,000,000 of which are preferred stock, par value $.01 per
share ("Preferred Stock"). As of the date hereof, 49,039,068 shares of Common
Stock and no shares of Preferred Stock are issued and outstanding.
B. The Company, subject to stockholder approval, intends to, among
other things, effect a recapitalization of its common stock to create two
classes of common stock, the Class A Common Stock, par value $.01 per share
("Class A Common Stock") and the Class B Common Stock, par value $.01 per share
("Class B Common Stock"), while maintaining its Preferred Stock. 21,440,960
shares of Common Stock owned by HGI will be converted into 21,440,960 fully paid
shares of Class B Common Stock. HGI's shares of Class B Common Stock will be
distributed in a tax-free spinoff transaction (the "Distribution") to HGI's
common stockholders, including the Stockholders. The date as of which the
distribution of Class B Common Stock is effective to vest ownership thereof in
distributees is the "Distribution Date" for purposes of this Agreement.
C. By reason of the Distribution, the Stockholders will on the
Distribution Date be the holders of approximately 28% of the Class B Common
Stock which will generally have the same rights and privileges as the Class A
Common Stock except that the Class B Common Stock will be entitled to elect at
least 82% of the members of the board of directors of the Company.
D. In the Distribution Agreement, HGI has agreed to use its
commercially reasonable best efforts to procure the agreement of each of the
Stockholders that, for a period of 180 days from the Distribution Date, each
Stockholder shall not transfer any of the shares of
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Class B Common Stock distributed to such Stockholder on the Distribution Date
("Restricted Stock") other than, in accordance with the terms of this Agreement,
to any other Stockholder or any other person to whom such Stockholder would be
permitted to transfer shares of Class B Stock of HGI in accordance with the HGI
Restated Certificate of Incorporation (including for bona fide estate planning
or charitable purposes); provided, however, that such Stockholder shall be
permitted to transfer shares of Restricted Stock pursuant to a bona fide tender
offer, exchange offer, merger, consolidation or similar transaction in which the
opportunity to transfer shares is made available on the same basis to all
holders of Class B Common Stock. Annexed hereto, made a part hereof and hereby
incorporated herein by reference is a Schedule of Stockholders (the "Schedule")
which sets forth the Restricted Stock which it is anticipated will be owned by
each of the Stockholders on the Distribution Date.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and adequacy of which are hereby severally acknowledged, the parties
hereto agree as follows:
1. Each Stockholder agrees that he, she or it shall not sell, assign,
encumber, hypothecate, pledge, transfer or otherwise dispose of or alienate
in any way (any such disposition being herein referred to as a "Transfer"
or, collectively, the "Transfers") all or any part of the Restricted Stock
(or any interest therein) owned or controlled by him, her or it except upon
and subject to the terms of this Agreement.
Nothing contained herein shall preclude a pledge of the Restricted Stock so
long as the pledgee shall hold such pledge subject to the restrictions of
this Agreement and satisfies each of the terms and conditions set forth in
this Agreement.
2. Each Stockholder agrees that, except as otherwise provided in
Paragraph 3 herein, he, she or it will not, directly or indirectly, sell,
offer, contract to sell, grant any option to purchase or otherwise transfer
or dispose of any Restricted Stock for a period of 180 days from the
Distribution Date. Notwithstanding the foregoing, Restricted Stock which is
transferred or distributed to a Permitted Transferee (as defined in
Paragraph 3 herein) by reason of the death of a Stockholder (including
Restricted Stock which is held by a revocable trust which has become
irrevocable by reason of the death of a stockholder, provided that such
trust is a Permitted Transferee) may thereafter be transferred free of the
restrictions imposed by the immediately preceding sentence.
3. Notwithstanding the restrictions contained in Paragraph 2 of this
Agreement, the following transfers ("Permitted Transfers") may be
consummated at any time, provided that (except in the case of transfers
described in Subsections (i)(C), (vi) and (vii), below) the transferee in
such Permitted Transfer (the "Permitted Transferee") shall execute such
instruments as may be necessary or appropriate (a) to extend the terms,
conditions and provisions of this Agreement to such Permitted Transferee
while the owner of such Restricted Stock, (b) to agree to comply with and
not to suffer any violation of this Agreement and (c) to agree that such
Permitted Transferee shall not make or suffer to be made any Transfer of
such Restricted Stock except upon compliance with the provisions of this
Agreement:
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(i) In the case of a Stockholder who is a natural person,
(A) To the spouse of such Stockholder, any lineal descendant
of a grandparent of such Stockholder, and any spouse of such
lineal descendant (which lineal descendants, their spouses, the
Stockholder, and his or her spouse are herein collectively
referred to as the "Stockholder's Family Members");
(B) To the trustee of a trust (including a voting trust)
principally for the benefit of such Stockholder and/or one or
more of his or her Permitted Transferees described in each
subclause of this clause (i) other than this subclause (B),
provided that such trust may also grant a general or special
power of appointment to one or more of such Stockholder's Family
Members and may permit trust assets to be used to pay taxes,
legacies and other obligations of the trust or of the estates of
one or more of such Stockholder's Family Members payable by
reason of the death of any such Family Members;
(C) To an organization a contribution to which is deductible
for federal income, estate or gift tax purposes or any
split-interest trust described in Section 4947 of the Internal
Revenue Code, as it may from time to time be amended (such
organization or trust hereinafter called a "Charitable
Organization");
(D) To a corporation, a partnership or limited liability
company if, in the case of a corporation, a majority of its
outstanding capital stock entitled to vote for the election of
directors is owned by, or in the case of a partnership, a
majority of its partnership interests entitled to participate in
the management of the partnership are held by, or in the case of
a limited liability company, a majority of the membership
interests in the limited liability company controlling management
of the limited liability company are held by, the Stockholder or
his or her Permitted Transferees determined under this clause
(i); and
(E) To the estate of such Stockholder.
(ii) In the case of a Stockholder holding the shares of
Restricted Stock in question as trustee pursuant to a trust (other
than a trust which is a Charitable Organization or a trust described
in clause (iii) below), "Permitted Transferee" means (A) any person
transferring Restricted Stock to such trust and (B) any Permitted
Transferee of any such person determined pursuant to clause (i) above.
(iii) In the case of a Stockholder holding the shares of
Restricted Stock in question as trustee pursuant to a trust (other
than a Charitable Organization) which is irrevocable on the date
hereof, "Permitted Transferee" means (A) any person to
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whom or for whose benefit principal may be distributed either during
or at the end of the term of such trust whether by power of
appointment or otherwise and (B) any Permitted Transferee of any such
person determined pursuant to clause (i) above.
(iv) In the case of a Stockholder which is a corporation,
partnership or limited liability company (other than a Charitable
Organization), "Permitted Transferee" means (A) any person (a "Prior
Transferor") who theretofore transferred such shares of Restricted
Stock to such corporation, partnership or limited liability company,
(B) any Permitted Transferee of the Prior Transferor and (C) the
stockholders, partners or members, as the case may be, of the
Stockholder in connection with a distribution by the Stockholder, so
long as such stockholders, partners or members (x) are stockholders,
partners or members of such corporation, partnership or limited
liability company on the date hereof or (y) would be Permitted
Transferees of such stockholders, partners or members on the date
hereof pursuant to one of the other subsections of this Paragraph 3.
(v) In the case of a Stockholder which is the estate of a
deceased Stockholder, or which is the estate of a bankrupt or
insolvent Stockholder, which holds record and beneficial ownership of
the shares of Restricted Stock in question, "Permitted Transferee"
means a Permitted Transferee of such deceased, bankrupt or insolvent
Stockholder as determined pursuant to clause (i), (ii), (iii), (iv) or
(v), above, as the case may be.
(vi) Transfers of shares of Restricted Stock pursuant to a bona
fide tender offer, exchange offer, merger, consolidation or similar
transaction in which the opportunity to transfer shares is made
available on the same basis to all holders of Class B Common Stock.
(vii) Transfers of shares of Restricted Stock in connection with
the redemption by the Company of all or any portion of the Company's
Class B Common Stock, provided that if, at the time of such
redemption, the Stockholder holds Class B Common Stock which is not
Restricted Stock, the number of shares of Restricted Stock which may
be transferred in connection with such redemption shall not exceed
that number of shares determined by multiplying the total number of
shares to be transferred by the Stockholder in connection with such
redemption by a fraction, the numerator of which is the total number
of shares of Restricted Stock owned by the Stockholder and the
denominator of which is the total number of shares of Class B Common
Stock owned by such Stockholder.
All Permitted Transferees (other than Permitted Transferees who
acquire Restricted Stock pursuant to Paragraph 3(i)(C), 3(vi) or
3(vii) herein) shall be deemed to be Stockholders for purposes of this
Agreement.
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4. In the event that all Restricted Stock shall cease to be
outstanding, this Agreement shall automatically terminate and be of no further
force and effect. In any event, this Agreement shall terminate 181 days after
the Distribution Date.
5. Whenever by the terms of this Agreement notice or demand shall or
may be given to the Company or to any Stockholder, the same shall be in writing
and shall be sent, postage prepaid, Express Mail or registered or certified mail
return receipt requested, or by reputable expedited commercial delivery service
such as Federal Express, or by hand, addressed to the party for whom it is
intended at the addresses set forth in the Schedule.
Whenever by the terms hereof notice is, or is required to be, given to
a party hereto, a copy shall also be sent, postage prepaid, Express Mail or
registered or certified mail return receipt requested, or by expedited
commercial delivery service to Goulston & Storrs, Attention: Xxxx X. Xxxx,
Esquire, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000.
Any address for the giving of notice may be changed from time to time
by written notice given to all parties to this Agreement.
Whenever by the terms hereof, notice may, or is required to be, given
on or before a specified date, notice shall be properly given only if deposited
in the United States mail (or with such commercial delivery service) in
conformity with the provisions of this Paragraph 5 on or before such date. All
notices sent via Express Mail or expedited commercial delivery service shall be
deemed to hove been received on the date on which delivery is guaranteed by such
Express Mail or commercial delivery service. All notices sent by registered or
certified mail shall be deemed to have been received three (3) days from the
date on which such notices are mailed.
6. All of the parties hereto acknowledge that the Stockholders'
relationship to and with the Company is of a unique and special character, and
that in the event of a breach or threatened breach of the covenants of this
Agreement by any party hereto (other than the payments of monetary obligations),
any remedy at law would be inadequate. It is, therefore, agreed that in the
event of such a breach or threatened breach by any party, the party against whom
such relief is sought shall not raise the defense that there exists an adequate
remedy at law. Any party shall have said remedies in addition to any other
rights or remedies which may exist at law or in equity or under the provisions
of this Agreement.
7. If any term or provision of this Agreement or the application
thereof to any person or circumstance shall to any extent be invalid or
unenforceable, the remainder of this Agreement, or the application of such term
or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Agreement shall be valid and be enforced to the fullest extent
permitted by law, but only to the extent the same continues to reflect fairly
the intent and understanding of the parties expressed by this Agreement taken as
a whole.
8. Unless the context otherwise requires, the terms "Company",
"Stockholder" and "Stockholders", as used herein, shall be construed to refer to
such parties, their respective
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legal representatives, successors and assigns, and all of the terms, provisions
and conditions hereunder shall be binding upon and inure to the benefit of each
Stockholder, but the foregoing reference to the assigns of a Stockholder shall
not be construed as permitting transfers by such Stockholder of such Restricted
Stock, except for such transfers as may be permitted pursuant to this Agreement.
Without limitations, references to the "Company" shall include any successor to
the Company by merger, consolidation, acquisition of assets, recapitalization,
reorganization, or otherwise.
As used herein, any reference to Restricted Stock shall include the
Restricted Stock described in the Schedule, all stock distributed or transferred
by the Company with respect to the Restricted Stock, and all stock issued and
from time to time outstanding by reason of transfers of the Restricted Stock
described in the Schedule pursuant to Paragraphs 3(i) - (v). Without limiting
the generality of the foregoing, references to Restricted Stock shall include
all shares issued by reason of a stock split, stock dividend, so-called "reverse
stock split," combination of shares, exchange offer or otherwise, as well as
rights issuances, with respect to the Restricted Stock subject to this
Agreement.
9. If action is required to be taken by or through a legal
representative of a Stockholder, and there is no such legal representative, the
time within which any action is required hereunder shall ipso facto be deemed to
be extended for such period as may be reasonably required to permit the
designation and/or appointment of a legal representative, and the Company or any
Stockholder shall have the right to apply to any court having jurisdiction for
the appointment of such legal representative.
10. The failure to insist upon strict compliance with any of the
terms, covenants and conditions herein shall not be deemed a waiver of such
terms, covenants and conditions, nor shall any waiver or relinquishment of any
right at any one or more times be deemed a waiver or relinquishment of such
right at any other time or times.
11. Any reference in this instrument to the masculine gender shall be
deemed also to include the feminine and the neuter, and references to the
singular shall be deemed also to include the plural and vice-versa; unless the
context otherwise requires.
12. This Agreement may not be changed orally, but only by an agreement
executed by all of the parties to this Agreement at the time of such amendment.
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IN WITNESS WHEREOF, the parties have hereto set their hands and seals
as of the day and year first above written.
/s/ Xxxxxxx X. Xxxxx
------------------------------------
XXXXXXX X. XXXXX
/s/ Xxxxx X. Xxxxx
------------------------------------
XXXXX X. XXXXX
/s/ Xxxxx X. Xxxxx
------------------------------------
XXXXX X. XXXXX
TRUST U/W/O XXXXXX XXXXX F/B/O
XXXXXXX X. XXXXX
By: /s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX,
as Trustee and not individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
(Signatures continued on next page)
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TRUST U/W/O XXXXXX XXXXX F/B/O
XXXXX X. XXXXX
By: /s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX,
as Trustee and not individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
A-D-R TRUST F/B/O XXXXX XXXXX
XXXX U/I/T dated 2/9/67
By: /s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX a/k/a XXXXX X.
XXXXX, as Trustee and not
individually
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
C-J-P TRUST F/B/O XXXXX XXXXX U/I/T
dated 12/10/73
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
C-J-P TRUST F/B/O XXXXX XXXXX U/I/T
dated 12/10/73
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
(Signatures continued on next page)
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J-J-E 1988 TRUST F/B/O XXXXX X.
XXXXXXXX U/D/T dated 11/1/88
By: /s/ Xxxx Xxxxxxxx
--------------------------------
XXXX XXXXXXXX,
as Trustee and not individually
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
J-J-E 1988 TRUST F/B/O XXXXXXXX X.
XXXXXXXX U/D/T dated 11/1/88
By: /s/ Xxxx Xxxxxxxx
--------------------------------
XXXX XXXXXXXX,
as Trustee and not individually
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
J-J-E 1988 TRUST F/B/O XXXXXXXXX X.
XXXXXXXX U/D/T dated 11/1/88
By: /s/ Xxxx Xxxxxxxx
--------------------------------
XXXX XXXXXXXX,
as Trustee and not individually
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
(Signatures continued on next page)
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XXXXX AND XXXXX XXXX 1988 CHILDREN'S
TRUST F/B/O XXXXXXX X. XXXX U/D/T
dated 12/1/88
By: /s/ Xxxxx X. Xxxx
--------------------------------
XXXXX X. XXXX,
as Trustee and not individually
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
XXXXX AND XXXXX XXXX 1988 CHILDREN'S
TRUST F/B/O XXXXXX X. XXXX U/D/T
dated 12/1/88
By: /s/ Xxxxx X. Xxxx
--------------------------------
XXXXX X. XXXX,
as Trustee and not individually
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
XXXXXX XXXXX AND XXXX XXXXX 1994
CHILDREN'S TRUST F/B/O XXXXXXXXX X.
XXXXX U/D/T dated 12/1/94
By: /s/ Xxxx X. Xxxxx
--------------------------------
XXXX X. XXXXX,
as Trustee and not individually
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
(Signatures continued on next page)
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XXXXXX XXXXX AND XXXX XXXXX 1994
CHILDREN'S TRUST F/B/O XXXX X. XXXXX
U/D/T dated 12/1/94
By: /s/ Xxxx X. Xxxxx
--------------------------------
XXXX X. XXXXX,
as Trustee and not individually
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
XXX XXXXX BERYLSON 1978 INSURANCE
TRUST U/D/T dated 9/5/78
By: /s/ Xxx Xxxxx Berylson
--------------------------------
XXX XXXXX BERYLSON,
as Trustee and not individually
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
XXXXX XXXXX XXXX 1978 INSURANCE
TRUST U/D/T dated 9/5/78
By: /s/ Xxxxx Xxxxx Xxxx
--------------------------------
XXXXX XXXXX XXXX,
as Trustee and not individually
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
(Signatures continued on next page)
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XXXXXX X. XXXXX 1978 INSURANCE TRUST
U/D/T dated 9/5/78
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
XXXXXX X. XXXXX,
as Trustee and not individually
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
XXXXXXX X. XXXXX FAMILY TRUST U/W/O
XXXXXX X. XXXXX F/B/O XXXXX XXXXX
XXXX
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
By: /s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX,
as Trustee and not individually
XXXXXXX X. XXXXX FAMILY TRUST U/W/O
XXXXXX X. XXXXX F/B/O XXXXXX X.
XXXXX
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
By: /s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX,
as Trustee and not individually
(Signatures continued on next page)
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XXXXX X. XXXXX FAMILY TRUST U/W/O
XXXXXX X. XXXXX F/B/O XXXXX X. XXXXX
By: /s/ Xxxxx Xxxxx Marks
--------------------------------
XXXXX XXXXX MARKS,
as Trustee and not individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
XXXXX X. XXXXX TRUST U/W/O XXXXXX X.
XXXXX
By: /s/ Xxxxx Xxxxx Marks
--------------------------------
XXXXX XXXXX MARKS,
as Trustee and not individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
XXXXXX X. XXXXX FAMILY TRUST U/I/T
dated 4/15/58 F/B/O XXXXX X. XXXXX,
ET AL
By: /s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX,
as Trustee and not individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
(Signatures continued on next page)
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XXXXXX X. XXXXX FAMILY TRUST U/I/T
dated 4/15/58 F/B/O XXXXX X. XXXXX,
ET AL
By: /s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX,
as Trustee and not individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
XXXXX X. XXXXX GRANTOR RETAINED
ANNUITY TRUST--15 YEARS U/D/T dated
8/10/94
By: /s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX,
as Trustee and not individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
XXXXX X. XXXXX GRANTOR RETAINED
ANNUITY TRUST--7 YEARS U/D/T dated
8/10/94
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
XXXXX X. XXXXX 1998 GRANTOR RETAINED
ANNUITY TRUST--5 YEARS U/D/T dated
9/1/98
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
(Signatures continued on next page)
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XXXXX XXXXX MARKS GRANTOR RETAINED
ANNUITY TRUST U/D/T dated 1/15/97
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
XXX XXXXX BERYLSON GRANTOR RETAINED
ANNUITY TRUST U/D/T dated 10/25/94
By: /s/ Xxx Xxxxx Berylson
--------------------------------
XXX XXXXX BERYLSON,
as Trustee and not individually
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
XXXX X. XXXXXXXX,
as Trustee and not individually
XXX XXXXX BERYLSON 1998 GRANTOR
RETAINED ANNUITY TRUST U/D/T dated
11/2/98
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------
XXXX X. XXXXXXXX,
as Trustee and not individually
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
(Signatures continued on next page)
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XXXXXX X. XXXXX GRANTOR RETAINED
ANNUITY TRUST U/D/T dated 10/27/94
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
XXXXXX X. XXXXX,
as Trustee and not individually
By: /s/ Xxxx X. Xxxxx
--------------------------------
XXXX X. XXXXX,
as Trustee and not individually
XXXXXX X. XXXXX 1998 GRANTOR
RETAINED ANNUITY TRUST U/D/T dated
11/2/98
By: /s/ Xxxx X. Xxxxx
--------------------------------
XXXX X. XXXXX,
as Trustee and not individually
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
XXXXX XXXXX XXXX GRANTOR RETAINED
ANNUITY TRUST U/D/T dated 10/27/94
By: /s/ Xxxxx Xxxxx Xxxx
--------------------------------
XXXXX XXXXX XXXX,
as Trustee and not individually
By: /s/ Xxxxx X. Xxxx
--------------------------------
XXXXX X. XXXX,
as Trustee and not individually
(Signatures continued on next page)
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XXXXX XXXXX XXXX 1998 GRANTOR
RETAINED ANNUITY TRUST U/D/T dated
11/2/98
By: /s/ Xxxxx X. Xxxx
--------------------------------
XXXXX X. XXXX,
as Trustee and not individually
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
XXXXXXX X. XXXXX 1976 TRUST F/B/O
XXX XXXXX BERYLSON U/D/T dated
12/16/76
By: /s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX,
as Trustee and not individually
XXXXXXX X. XXXXX 1976 TRUST F/B/O
XXXXXX X. XXXXX U/D/T dated 12/16/76
By: /s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX,
as Trustee and not individually
XXXXXXX X. XXXXX 1976 TRUST F/B/O
XXXXX XXXXX XXXX U/D/T dated
12/16/76
By: /s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX,
as Trustee and not individually
(Signatures continued on next page)
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XXXXXX XXXXX D-R-A 1976 TRUST F/B/O
XXX XXXXX BERYLSON U/D/T dated
12/16/76
By: /s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX,
as Trustee and not individually
XXXXXX XXXXX D-R-A 1976 TRUST F/B/O
XXXXXX X. XXXXX U/D/T dated 12/16/76
By: /s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX,
as Trustee and not individually
XXXXXX XXXXX D-R-A 1976 TRUST F/B/O
XXXXX XXXXX XXXX U/D/T dated
12/16/76
By: /s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX,
as Trustee and not individually
XXXXX XXXXX MARKS 1976 TRUST F/B/O
XXXXX X. XXXXX U/D/T dated 12/16/76
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
(Signatures continued on next page)
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XXXXX XXXXX MARKS 1976 TRUST F/B/O
XXXXX X. XXXXX U/D/T dated 12/16/76
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
XXXXX XXXXX MARKS 1976 TRUST F/B/O
XXXXX X. XXXXX U/D/T dated 12/16/76
By: /s/ Xxxx X. Xxxx
--------------------------------
XXXX X. XXXX,
as Trustee and not individually
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
XXXXXXX X. XXXXX,
as Trustee and not individually
XXXXXX XXXXX J-C-P 1976 TRUST F/B/O
XXXXXXX X. XXXXX U/D/T dated
12/16/76
By: /s/ Xxxxx Xxxxx Marks
--------------------------------
XXXXX XXXXX MARKS,
as Trustee and not individually
XXXXXX XXXXX J-C-P 1976 TRUST F/B/O
XXXXX X. XXXXX U/D/T dated 12/16/76
By: /s/ Xxxxx Xxxxx Marks
--------------------------------
XXXXX XXXXX MARKS,
as Trustee and not individually
(Signatures continued on next page)
-19-
20
XXXXXX XXXXX J-C-P 1976 TRUST F/B/O
XXXXX X. XXXXX U/D/T dated 12/16/76
By: /s/ Xxxxx Xxxxx Marks
--------------------------------
XXXXX XXXXX MARKS,
as Trustee and not individually
XXXXX MANAGEMENT COMPANY
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Its
Hereunto duly authorized
XXXXXX REALTY COMPANY
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Its
Hereunto duly authorized
/s/ Xxx X. Xxxxxxxx
------------------------------------
XXX X. XXXXXXXX
/s/ Xxxx X. Xxxxxxxx
------------------------------------
XXXX X. XXXXXXXX
/s/ Xxxxxxxx X. Xxxxxxxx
------------------------------------
XXXXXXXX X. XXXXXXXX
/s/ Xxxxxx X. Xxxxx
------------------------------------
XXXXXX X. XXXXX
/s/ Xxxxx X. Xxxx
------------------------------------
XXXXX X. XXXX
(Signatures continued on next page)
-20-
21
/s/ Xxxxx X. Xxxx
------------------------------------
XXXXX X. XXXX
/s/ Xxxxxxx X. Xxxxx
------------------------------------
XXXXXXX X. XXXXX
/s/ Xxxxx X. Xxxxx
------------------------------------
XXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
------------------------------------
XXXXXXX X. XXXXX, as Guardian of the
Property of Xxxxxx X. Xxxxx
/s/ Xxxxxxx X. Xxxxx
------------------------------------
XXXXXXX X. XXXXX, as Guardian of the
Property of Julian X.X. Xxxxx
/s/ Xxx Xxxxx Berylson
------------------------------------
XXX XXXXX BERYLSON, as Guardian of
the Property of Xxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxxx
------------------------------------
XXXX X. XXXXXXXX, as Guardian of the
Property of Xxxxx X. Xxxxxxxx
/s/ Xxx Xxxxx Berylson
------------------------------------
XXX XXXXX BERYLSON, as Guardian of
the Property of Xxxxxxxxx X.
Xxxxxxxx
/s/ Xxxx X. Xxxxxxxx
------------------------------------
XXXX X. XXXXXXXX, as Guardian of the
Property of Xxxxxxxxx X. Xxxxxxxx
-21-
22
Receipt of a counterpart execution copy of this Xxxxx-Xxxxx/Marks Family
Stockholders' Agreement is acknowledged this _______ day of
_____________________, 1999.
THE NEIMAN MARCUS GROUP, INC.
By:________________________________
Its
Hereunto duly authorized
-22-
