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

• Contract Type
  Stock Option Grant Agreement
• Filed
  September 21st, 2011
• Company
  Neiman Marcus, Inc.
• Industry
  Retail-department stores
• Jurisdiction
  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”).

SECOND SUPPLEMENTAL INDENTURE

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

• Contract Type
  Second Supplemental Indenture
• Filed
  September 21st, 2011
• Company
  Neiman Marcus, Inc.
• Industry
  Retail-department stores
• Jurisdiction
  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

• Contract Type
  Management Stockholders’ Agreement
• Filed
  September 21st, 2011
• Company
  Neiman Marcus, Inc.
• Industry
  Retail-department stores
• Jurisdiction
  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

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

• Contract Type
  First Supplemental Indenture
• Filed
  September 21st, 2011
• Company
  Neiman Marcus, Inc.
• Industry
  Retail-department stores
• Jurisdiction
  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

Neiman Marcus, Inc. • September 21st, 2011 • Retail-department stores

• Company
  Neiman Marcus, Inc.
• Filed
  September 21st, 2011
• Industry
  Retail-department stores

Form of CONFIDENTIALITY, NON-COMPETITION AND TERMINATION BENEFITS AGREEMENT

And Termination Benefits Agreement • September 21st, 2011 • Neiman Marcus, Inc. • Retail-department stores • Texas

• Contract Type
  And Termination Benefits Agreement
• Filed
  September 21st, 2011
• Company
  Neiman Marcus, Inc.
• Industry
  Retail-department stores
• Jurisdiction
  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.