EXHIBIT 10.9
THE NEIMAN MARCUS GROUP, INC.
AMENDED AND RESTATED
KEY EXECUTIVE STOCK PURCHASE LOAN PLAN
(As amended through September 8, 1995)
l. Purpose. The purpose of the Key Executive Stock Purchase Loan Plan
(the "Plan") is to obtain for The Neiman Marcus Group, Inc. (referred to
herein as "NMG" and, together with its subsidiaries, as the "Company") the
benefits of the additional incentive inherent in the ownership of its
securities by selected key executives who are important to the success and
growth of the business of the Company and to help the Company obtain and
retain the services of such employees.
2. Administration. The Plan shall be administered by a Committee
established by the Board of Directors of NMG, consisting of at least three
directors. The Committee shall have authority, not inconsistent with the
Plan, (a) to determine which of the key executives of the Company shall be
eligible to receive stock purchase loans and/or restricted stock tax loans
("Loan Participants"), (b) to determine the time or times when loans shall be
made and the amount of each loan, (c) to prescribe the forms of the
instruments evidencing loans granted under the Plan and of any other
instruments required under the Plan, (d) to adopt, amend and rescind rules and
regulations for the administration of the Plan and for its own acts and
proceedings, and (e) to decide all questions and settle all controversies and
disputes which may arise in connection with the Plan. All decisions,
determinations and interpretations of the Committee shall be binding on all
parties concerned.
3. Participants. The participants in the Plan shall be such key
executives of the Company, whether or not also officers or directors, as may
be selected from time to time by the Committee in its discretion. Directors
who are not employees shall not be eligible. No loan may be made to a person
who is a member of the Committee at the time of grant.
4. Use of Loans; Collateral. Stock purchase loans made pursuant to the
Plan shall be used by the Loan Participant solely in connection with (a) the
purchase of capital stock of NMG (through exercise of stock options, open
market purchases or private transactions) during those periods authorized by
the Committee and in accordance with the rules and regulations established by
the Committee for the purchase of stock or (b) the satisfaction of any tax
withholding obligations arising upon the vesting of any shares of restricted
stock ("Restricted Stock Loan"). All such purchases and all resales of
capital stock of NMG shall be subject to any applicable requirements of
federal and state securities laws. To the extent permitted by law, the
Committee may, as a condition to granting a loan hereunder, require that the
Loan Participant collateralize the loan by pledging to NMG the securities
purchased with the proceeds of the loan and such other collateral as may from
time to time be required by Regulation G, as issued by the Board of Governors
of the Federal Reserve Board; any such pledge shall be documented by the
execution and delivery of a Pledge Agreement in such form, and containing such
provisions, not inconsistent herewith, as the Committee shall determine. The
Committee may, in its sole discretion, determine to what extent, if any,
withdrawal of collateral may be made by a Loan Participant.
5. Amount of Loan; Limitations. The amount of any stock purchase loan
granted under the Plan shall not exceed the sum of (a) the price of the
securities purchased with the proceeds of the loan, (b) brokerage fees and
other similar expenses incurred in connection with such purchase, and (c) in
the case of an exercise of a "non-qualified" stock option (i.e., any stock
option the exercise of which results in taxable income to the optionee on the
date of exercise), that percentage of the difference between the aggregate
fair market value of the securities purchased on the date of exercise and the
aggregate option exercise price which equals the highest marginal federal
income tax rate prevailing on the date of exercise. The amount of any
Restricted Stock Loan granted under the Plan shall not exceed an amount equal
to the product of (a) the number of shares released from restriction and to
which the participant is entitled, times (b) the average of the high and low
sales prices of NMG common stock on the release date, times (c) the highest
marginal federal income tax rate prevailing on the release date. A Loan
Participant may elect to borrow less than the maximum amount allowable, in the
Loan Participant's sole discretion. A Loan Participant shall be eligible for
more than one loan under the Plan.
The Committee shall, subject to the limitations set forth in the
following paragraph, determine the aggregate amount of loans which may be made
to any Loan Participant.
The aggregate unpaid principal amount of all loans outstanding under the
Plan shall not, without the approval of the Board of Directors of NMG, exceed
$3 million at any time.
6. Note. Each loan made hereunder shall be evidenced by a Promissory
Note, in such form and containing such provisions, not inconsistent herewith,
as the Committee shall determine.
7. Interest. Any Note issued hereunder shall bear interest at a rate
to be determined by the Committee.
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8. Term of Loan. The unpaid principal amount of any loan (and any
unpaid interest thereon) shall become due and payable seven months after a
Loan Participant shall cease to be an employee of the Company.
9. Payment of Principal in Cash. The unpaid principal of a loan of a
Loan Participant who ceases to be an employee of the Company within four years
after the date of the loan for any reason other than (a) involuntary
discharge, (b) death or (c) retirement or disability under the circumstances
specified in Section 10(b)(iii) shall be repayable only in cash or in shares
of NMG whose fair market value (measured as of the close of business on the
day prior to repayment) is equal to the outstanding principal balance of the
loan, or in a combination of both.
10. Option to Pay Principal in Shares. The unpaid principal balance
of a loan of a Loan Participant who ceases to be an employee of the Company
(a) more than four years after the date of the loan or (b) at any time during
such four-year period by reason of (i) involuntary discharge, (ii) death or
(iii) retirement or disability under circumstances entitling the Loan
Participant to benefits under a retirement plan or disability insurance plan
for employees of the Company, shall be repayable at the option of the Loan
Participant either in cash or in that number of shares of securities
represented by the outstanding principal balance of the loan, or in a
combination of both. The phrase "that number of shares of securities
represented by the outstanding principal balance of the loan" under the Plan
shall mean the number of shares of securities purchased with a stock purchase
loan under the Plan at the time the loan is granted, adjusted to reflect the
"anti-dilution" provisions of Section 13 and repayments, if any, previously
made by the Loan Participant.
11. Leave of Absence. Whether a leave of absence shall constitute
termination of employment for the purpose of any loan granted hereunder shall
be determined in each case by the Committee in its sole discretion. A Loan
Participant who fails to return to the employ of the Company within 30 days
after the expiration of a leave of absence which was not a termination of
employment in the Committee's judgment shall be deemed, for purposes of the
Plan, to have ceased to be an employee upon the expiration of such 30 day
period.
12. Prepayment. Notwithstanding any other provision of the Plan, a
Loan Participant who has received a loan shall have the option to repay in
cash or in shares of NMG whose fair market value (measured as of the close of
business on the day prior to repayment) is equal to the outstanding principal
balance of the loan, or in a combination of both, all or any portion of the
outstanding balance of the loan at any time before the loan becomes due and
payable.
13. Changes in Stock. In the event of a stock dividend, split-up or
combination of shares, recapitalization or merger in which NMG is the
surviving corporation, or other similar capital change or changes, the
resulting number and kind of shares of stock or securities of NMG attributable
to "that number of shares of securities represented by the outstanding
principal balance of the loan" (as such phrase is used in Section l0) under
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the Plan shall be appropriately adjusted by the Board of Directors of NMG,
whose determination shall be binding on all persons. In the event of a
consolidation or a merger in which NMG is not the surviving corporation, or in
the event of a complete liquidation of NMG, the Board of Directors of NMG may
make such adjustments and take such action as it deems appropriate to reflect
or anticipate such merger, consolidation or liquidation.
14. Employment Rights. The adoption of the Plan does not confer upon
any employee of the Company any right to continued employment with the Company
nor does it interfere in any way with the right of the Company to terminate
the employment of any of its employees at any time.
15. Transferability. The rights of a Loan Participant under the Plan
shall not be transferable except by will or the laws of descent and
distribution.
16. Amendment, Modification and Termination of the Plan. The Board of
Directors of NMG may at any time terminate and may at any time and from time
to time, and in any respect, amend or modify, the Plan; provided, however,
that no such action of the Board of Directors of NMG shall in any manner
affect any loan theretofore granted under the Plan without the consent of the
Loan Participant.
17. Effective Date. The Amended and Restated Key Executive Stock
Purchase Loan Plan shall become effective as of September 8, 1995.
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