EXHIBIT 10.20
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.
W I T N E S S E T H:
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 Class B Common Stock distributed to
such Stockholder on the Distribution Date (" Restricted Stock" )
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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:
(i) In the case of a Stockholder who is a natural
person,
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(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 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.
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(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.
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.
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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: Mark D. Balk, Esquire,
400 Atlantic Avenue, Boston, Massachusetts 02110-3333.
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
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
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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.
IN WITNESS WHEREOF, the parties have hereto set their
hands and seals as of the day and year first above written.
/s/ Richard A. Smith
RICHARD A. SMITH
(Signatures continued on next page)
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/s/ Susan F. Smith
SUSAN F. SMITH
/s/ Nancy L. Marks
NANCY L. MARKS
TRUST U/W/O PHILIP SMITH F/B/O
RICHARD A. SMITH
By: /s/ Nancy. L. Marks
NANCY L. MARKS,
as Trustee and not individually
By: /s/ Richard A. Smith
RICHARD A. SMITH,
as Trustee and not individually
TRUST U/W/O PHILIP SMITH F/B/O
NANCY L. MARKS
By: /s/ Nancy L. Marks
NANCY L. MARKS,
as Trustee and not individually
By: /s/ Richard A. Smith
RICHARD A. SMITH,
as Trustee and not individually
A-D-R TRUST F/B/O DEBRA SMITH KNEZ
U/I/T dated 2/9/67
By: /s/ Susan F. Smith
SUSAN F. SMITH a/k/a SUSAN M.
SMITH, as Trustee and not individually
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
(Signatures continued on next page)
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C-J-P TRUST F/B/O CATHY LURIE U/I/T
dated 12/10/73
By: /s/ Richard A. Smith
RICHARD A. SMITH,
as Trustee and not individually
C-J-P TRUST F/B/O PETER LURIE U/I/T
dated 12/10/73
By: /s/ Richard A. Smith
RICHARD A. SMITH,
as Trustee and not individually
J-J-E 1988 TRUST F/B/O JAMES T.
BERYLSON U/D/T dated 11/1/88
By: /s/ John Berylson
JOHN BERYLSON,
as Trustee and not individually
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
J-J-E 1988 TRUST F/B/O JENNIFER L.
BERYLSON U/D/T dated 11/1/88
By: /s/ John Berylson
JOHN BERYLSON,
as Trustee and not individually
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
(Signatures continued on next page)
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J-J-E 1988 TRUST F/B/O ELIZABETH S.
BERYLSON U/D/T dated 11/1/88
By: /s/ John Berylson
JOHN BERYLSON,
as Trustee and not individually
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
DEBRA AND BRIAN KNEZ 1988
CHILDREN'S TRUST F/B/O JESSICA M.
KNEZ U/D/T dated 12/1/88
By: /s/ Brian J. Knez
BRIAN J. KNEZ,
as Trustee and not individually
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
DEBRA AND BRIAN KNEZ 1988
CHILDREN'S TRUST F/B/O ANDREW P.
KNEZ U/D/T dated 12/1/88
By: /s/ Brian J. Knez
BRIAN J. KNEZ,
as Trustee and not individually
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
(Signatures continued on next page)
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ROBERT SMITH AND DANA WEISS 1994
CHILDREN'S TRUST F/B/O MADELEINE W.
SMITH U/D/T dated 12/1/94
By: /s/ Dana A. Weiss
DANA A. WEISS,
as Trustee and not individually
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
ROBERT SMITH AND DANA WEISS 1994
CHILDREN'S TRUST F/B/O RYAN A.
SMITH U/D/T dated 12/1/94
By: /s/ Dana A. Weiss
DANA A. WEISS,
as Trustee and not individually
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
AMY SMITH BERYLSON 1978 INSURANCE
TRUST U/D/T dated 9/5/78
By: /s/ Amy Smith Berylson
AMY SMITH BERYLSON,
as Trustee and not individually
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
(Signatures continued on next page)
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DEBRA SMITH KNEZ 1978 INSURANCE
TRUST U/D/T dated 9/5/78
By: /s/ Debra Smith Knez
DEBRA SMITH KNEZ,
as Trustee and not individually
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
ROBERT A. SMITH 1978 INSURANCE
TRUST U/D/T dated 9/5/78
By: /s/ Robert A. Smith
ROBERT A. SMITH,
as Trustee and not individually
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
RICHARD A. SMITH FAMILY TRUST U/W/O
MARIAN J. SMITH F/B/O DEBRA SMITH
KNEZ
By: /s/ Richard A. Smith
RICHARD A. SMITH,
as Trustee and not individually
By: /s/ Nancy L. Marks
NANCY L. MARKS,
as Trustee and not individually
(Signatures continued on next page)
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RICHARD A. SMITH FAMILY TRUST U/W/O
MARIAN J. SMITH F/B/O ROBERT A.
SMITH
By: /s/ Richard A. Smith
RICHARD A. SMITH,
as Trustee and not individually
By: /s/ Nancy L. Marks
NANCY L. MARKS,
as Trustee and not individually
NANCY S. LURIE FAMILY TRUST U/W/O
MARIAN J. SMITH F/B/O CATHY J.
LURIE
By: /s/ Nancy Lurie Marks
NANCY LURIE MARKS,
as Trustee and not individually
By: /s/ Richard A. Smith
RICHARD A. SMITH,
as Trustee and not individually
PETER A. LURIE TRUST U/W/O MARIAN
J. SMITH
By: /s/ Nancy Lurie Marks
NANCY LURIE MARKS,
as Trustee and not individually
By: /s/ Richard A. Smith
RICHARD A. SMITH,
as Trustee and not individually
(Signatures continued on next page)
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MORRIS J. LURIE FAMILY TRUST U/I/T
dated 4/15/58 F/B/O CATHY J. LURIE,
ET AL
By: /s/ Nancy L. Marks
NANCY L. MARKS,
as Trustee and not individually
By: /s/ Richard A. Smith
RICHARD A. SMITH,
as Trustee and not individually
MORRIS J. LURIE FAMILY TRUST U/I/T
dated 4/15/58 F/B/O PETER A. LURIE,
ET AL
By: /s/ Nancy L. Marks
NANCY L. MARKS,
as Trustee and not individually
By: /s/ Richard A. Smith
RICHARD A. SMITH,
as Trustee and not individually
SUSAN F. SMITH GRANTOR RETAINED
ANNUITY TRUST - 15 YEARS U/D/T dated
8/10/94
By: /s/ Susan F. Smith
SUSAN F. SMITH,
as Trustee and not individually
By: /s/ Richard A. Smith
RICHARD A. SMITH,
as Trustee and not individually
SUSAN F. SMITH GRANTOR RETAINED
ANNUITY TRUST - 7 YEARS U/D/T dated
8/10/94
By: /s/ Richard A. Smith
RICHARD A. SMITH,
as Trustee and not individually
(Signatures continued on next page)
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SUSAN F. SMITH 1998 GRANTOR
RETAINED ANNUITY TRUST - 5 YEARS
U/D/T dated 9/1/98
By: /s/ Richard A. Smith
RICHARD A. SMITH,
as Trustee and not individually
NANCY LURIE MARKS GRANTOR RETAINED
ANNUITY TRUST U/D/T dated 1/15/97
By: /s/ Richard A. Smith
RICHARD A. SMITH,
as Trustee and not individually
AMY SMITH BERYLSON GRANTOR RETAINED
ANNUITY TRUST U/D/T dated 10/25/94
By: /s/ Amy Smith Berylson
AMY SMITH BERYLSON,
as Trustee and not individually
By: /s/ John G. Berylson
JOHN G. BERYLSON,
as Trustee and not individually
AMY SMITH BERYLSON 1998 GRANTOR
RETAINED ANNUITY TRUST U/D/T dated
11/2/98
By: /s/ John G. Berylson
JOHN G. BERYLSON,
as Trustee and not individually
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
(Signatures continued on next page)
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ROBERT A. SMITH GRANTOR RETAINED
ANNUITY TRUST U/D/T dated 10/27/94
By: /s/ Robert A. Smith
ROBERT A. SMITH,
as Trustee and not individually
By: /s/ Dana A. Weiss
DANA A. WEISS,
as Trustee and not individually
ROBERT A. SMITH 1998 GRANTOR
RETAINED ANNUITY TRUST U/D/T dated
11/2/98
By: /s/ Dana A. Weiss
DANA A. WEISS,
as Trustee and not individually
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
DEBRA SMITH KNEZ GRANTOR RETAINED
ANNUITY TRUST U/D/T dated 10/27/94
By: /s/ Debra Smith Knez
DEBRA SMITH KNEZ,
as Trustee and not individually
By: /s/ Brian J. Knez
BRIAN J. KNEZ,
as Trustee and not individually
(Signatures continued on next page)
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DEBRA SMITH KNEZ 1998 GRANTOR
RETAINED ANNUITY TRUST U/D/T dated
11/2/98
By: /s/ Brian J. Knez
BRIAN J. KNEZ,
as Trustee and not individually
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
RICHARD A. SMITH 1976 TRUST F/B/O
AMY SMITH BERYLSON U/D/T dated
12/16/76
By: /s/ Susan F. Smith
SUSAN F. SMITH,
as Trustee and not individually
RICHARD A. SMITH 1976 TRUST F/B/O
ROBERT A. SMITH U/D/T dated
12/16/76
By: /s/ Susan F. Smith
SUSAN F. SMITH,
as Trustee and not individually
RICHARD A. SMITH 1976 TRUST F/B/O
DEBRA SMITH KNEZ U/D/T dated
12/16/76
By: /s/ Susan F. Smith
SUSAN F. SMITH,
as Trustee and not individually
MARIAN SMITH D-R-A 1976 TRUST F/B/O
AMY SMITH BERYLSON U/D/T dated
12/16/76
By: /s/ Susan F. Smith
SUSAN F. SMITH,
as Trustee and not individually
(Signatures continued on next page)
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MARIAN SMITH D-R-A 1976 TRUST F/B/O
ROBERT A. SMITH U/D/T dated
12/16/76
By: /s/ Susan F. Smith
SUSAN F. SMITH,
as Trustee and not individually
MARIAN SMITH D-R-A 1976 TRUST F/B/O
DEBRA SMITH KNEZ U/D/T dated
12/16/76
By: /s/ Susan F. Smith
SUSAN F. SMITH,
as Trustee and not individually
NANCY LURIE MARKS 1976 TRUST F/B/O
JEFFREY R. LURIE U/D/T dated
12/16/76
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
By: /s/ Darline M. Lewis
DARLINE M. LEWIS,
as Trustee and not individually
NANCY LURIE MARKS 1976 TRUST F/B/O
CATHY J. LURIE U/D/T dated 12/16/76
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
By: /s/ Darline M. Lewis
DARLINE M. LEWIS,
as Trustee and not individually
(Signatures continued on next page)
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NANCY LURIE MARKS 1976 TRUST F/B/O
PETER A. LURIE U/D/T dated 12/16/76
By: /s/ Mark D. Balk
MARK D. BALK,
as Trustee and not individually
By: /s/ Darline M. Lewis
DARLINE M. LEWIS,
as Trustee and not individually
MARIAN SMITH J-C-P 1976 TRUST F/B/O
JEFFREY R. LURIE U/D/T dated
12/16/76
By: /s/ Nancy Lurie Marks
NANCY LURIE MARKS,
as Trustee and not individually
MARIAN SMITH J-C-P 1976 TRUST F/B/O
CATHY J. LURIE U/D/T dated 12/16/76
By: /s/ Nancy Lurie Marks
NANCY LURIE MARKS,
as Trustee and not individually
MARIAN SMITH J-C-P 1976 TRUST F/B/O
PETER A. LURIE U/D/T dated 12/16/76
By: /s/ Nancy Lurie Marks
NANCY LURIE MARKS,
as Trustee and not individually
SMITH MANAGEMENT COMPANY
By: /s/ Richard A. Smith
RICHARD A. SMITH
Its
Hereunto duly authorized
(Signatures continued on next page)
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MARIAN REALTY COMPANY
By: /s/ Richard A. Smith
RICHARD A. SMITH
Its
Hereunto duly authorized
/s/ Amy S. Berylson
AMY S. BERYLSON
/s/ John G. Berylson
JOHN G. BERYLSON
/s/ Jennifer L. Berylson
JENNIFER L. BERYLSON
/s/ Robert A. Smith
ROBERT A. SMITH
/s/ Debra S. Knez
DEBRA S. KNEZ
/s/ Brian J. Knez
BRIAN J. KNEZ
/s/ Jeffrey R. Lurie
JEFFREY R. LURIE
/s/ Cathy J. Lurie
CATHY J. LURIE
/s/ Jeffrey R. Lurie
JEFFREY R. LURIE, as Guardian of
the
Property of Milena C. Lurie
(Signatures continued on next page)
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/s/ Jeffrey R. Lurie
JEFFREY R. LURIE, as Guardian of
the
Property of Julian M.J. Lurie
/s/ Amy Smith Berylson
AMY SMITH BERYLSON, as Guardian
of the Property of James T.
Berylson
/s/ John G. Berylson
JOHN G. BERYLSON, as Guardian of
the
Property of James T. Berylson
/s/ Amy Smith Berylson
AMY SMITH BERYLSON, as Guardian
of the Property of Elizabeth S.
Berylson
/s/ John G. Berylson
JOHN G. BERYLSON, as Guardian of
the
Property of Elizabeth S. Berylson
Receipt of a counterpart execution copy of this Smith-Lurie/Marks
Family Stockholders' Agreement is acknowledged this 1st day
of September, 1999.
THE NEIMAN MARCUS GROUP, INC.
By: /s/ Eric P. Geller
ERIC P. GELLER
Its Senior Vice President, General Counsel and Secretary
Hereunto duly authorized
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