0001104659-11-052585 Sample Contracts

FORM OF AMENDED AND RESTATED STOCK OPTION GRANT AGREEMENT (Non-Qualified Stock Option)
Stock Option Grant Agreement • September 21st, 2011 • Neiman Marcus, Inc. • Retail-department stores • Delaware

This Amended and Restated Stock Option Grant Agreement (the “Agreement”) is made effective as of this (Date) between Neiman Marcus, Inc. (the “Company”) and (Name) (the “Participant”).

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SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • September 21st, 2011 • Neiman Marcus, Inc. • Retail-department stores • New York

Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of August 14, 2006, between The Neiman Marcus Group, Inc., a Delaware corporation (the “Company”), and The Bank of New York Trust Company, N.A., a national banking association, as successor trustee (the “Trustee”).

MANAGEMENT STOCKHOLDERS’ AGREEMENT
Management Stockholders’ Agreement • September 21st, 2011 • Neiman Marcus, Inc. • Retail-department stores • Delaware

MANAGEMENT STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of October 6, 2005, between Newton Acquisition, Inc. (the “Company”), the Majority Stockholder (as defined below) and the individuals listed on Schedule A attached hereto (the “Management Stockholder”).

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • September 21st, 2011 • Neiman Marcus, Inc. • Retail-department stores • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of July 11, 2006, among The Neiman Marcus Group, Inc., a Delaware corporation (the “Company”), The Bank of New York Trust Company, N.A., a national banking association, as successor trustee (the “Trustee”), and Neiman Marcus, Inc., a Delaware corporation, as guarantor (the “Guarantor”).

April 2, 2009
Retention Bonus Agreement • September 21st, 2011 • Neiman Marcus, Inc. • Retail-department stores
Form of CONFIDENTIALITY, NON-COMPETITION AND TERMINATION BENEFITS AGREEMENT
Confidentiality, Non-Competition and Termination Benefits Agreement • September 21st, 2011 • Neiman Marcus, Inc. • Retail-department stores • Texas

This Confidentiality, Non-Competition and Termination Benefits Agreement (“Agreement”) is entered into effective as of (date) between (Executive) and The Neiman Marcus Group, Inc., a Delaware corporation (“NMG”). All capitalized terms used but not defined herein shall have the meanings assigned to them in Appendix A, which is attached hereto and incorporated fully herein by reference.

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