Stockholder Agreement      agreement Sample Contracts

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STOCKHOLDER AGREEMENT
Stockholder Agreement      agreement • May 4th, 2005 • Neiman Marcus Group Inc • Retail-department stores

AGREEMENT, dated as of May 1, 2005 (this "Agreement"), among Newton Acquisition, Inc., a Delaware corporation ("Parent"), Newton Acquisition Merger Sub, Inc., a Delaware corporation ("Merger Sub"), and each of the other parties signatory hereto (each a "Stockholder" and collectively the "Stockholders"). WHEREAS, Parent, Merger Sub and The Neiman Marcus Group, Inc., a Delaware corporation (the "Company"), have entered into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger Agreement"; terms defined in the Merger Agreement and not otherwise defined herein being used herein as therein defined), pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger") and each issued and outstanding share (other than shares cancelled pursuant to Section 2.1 of the Merger Agreement or Dissenting Shares) of Class A Common Stock, Class B Common Stock and Class C Common Stock ("Common Stock") will be converted into the right to receive

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