Exhibit 10.144a
TRANSFERABLE
OPTION
Terms
Rev. V
TIFFANY & CO.
a Delaware Corporation
(the "Company")
TERMS OF STOCK OPTION AWARD
(Transferable Non-Qualified Option )
under the
1998 EMPLOYEE INCENTIVE PLAN
and
2005 EMPLOYEE INCENTIVE PLAN
(either plan, the "Plan")
Terms Adopted May 21, 1998, Revised January 21, 1999, November 15, 2001,
March 7, 2005 and May 19, 2005
1. Introduction and Terms of Option. Participant has been granted a
Non-Qualified Stock Option Award (the "Option") to purchase shares of the
Company's Common Stock under the Plan by the Stock Option Subcommittee of the
Company's Board of Directors (the "Committee"). The name of the "Participant",
the "Grant Date", the number of "Covered Shares" and the "Exercise Price" per
Share are stated in the attached "Notice of Grant". The other terms and
conditions of the Option are stated in this document and in the Plan. Certain
initially capitalized words and phrases used in this document are defined in
paragraph 10 below and elsewhere in this document.
2. Award and Exercise Price; Option Not An Incentive Stock Option. Subject to
the terms and conditions stated in this document, the Option gives Participant
the right to purchase the Covered Shares from the Company at the Exercise Price.
The Option is not intended to constitute an "incentive stock option" as that
term is used in the Code.
3. Earliest Dates for Exercise - Cumulative Installments. Unless otherwise
provided in paragraphs 4, 5 or 6 below, the Option shall become exercisable
("mature") in cumulative installments according to the following schedule:
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As of the following anniversary of The Option shall mature with the respect to the following percentage
the Grant Date: ("installment") of the Covered Shares:
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One-year anniversary 25%
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Two-year anniversary 25%
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Three-year anniversary 25%
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Four-year anniversary 25%
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Once an installment of the Option matures, as provided in the above schedule, it
shall continue to be exercisable with all prior installments on a cumulative
basis until the Option expires.
4. Effect of Termination of Employment. An installment of the Option shall not
mature if the Participant's Date of Termination occurs before the anniversary of
the Grant Date on which such installment was scheduled to mature, unless the
Participant's Date of Termination occurs by reason of death or Disability, in
which case all installments of the Option which have not previously matured
shall mature on said Date of Termination. Installments of the Option which
mature on or prior to Participant's Date of Termination will remain exercisable,
subject to expiration as provided in paragraph 6 below.
5. Effect of Change in Control. All installments of the Option shall mature upon
the date of a Change of Control unless the Participant's Date of Termination
occurs before the date of the Change of Control. The Committee reserves the
right to unilaterally amend the definition of a "Change of Control" so as to
specify additional circumstances which shall be deemed to constitute a Change of
Control.
6. Expiration. The Option, including matured installments thereof, shall not be
exercisable in part or in whole on or after the Expiration Date. The "Expiration
Date" shall be the earliest to occur of:
a. the ten-year anniversary of the Grant Date;
b. if the Participant's Date of Termination occurs by reason of death,
Disability or Retirement, the two-year anniversary of such Date of
Termination;
c. if the Participant's Date of Termination occurs for reasons other than
death, Disability, Retirement or Termination for Cause, the three month
anniversary of such Date of Termination;
d. if the Participant's Date of Termination occurs by reason of Termination
for Cause, the Date of Termination.
7. Methods of Option Exercise. The Option may be exercised in whole or in part
as to any Shares that have matured by filing a written notice of exercise with
the Secretary of the Company at its corporate headquarters prior to the
Expiration Date. Such notice shall specify the number of Shares which the
Participant elects to purchase and shall be accompanied by either of the
following:
a. a bank-certified check payable to the Company (or other type of check or
draft payable to the Company and acceptable to the Secretary) in the amount
of the Exercise Price for the Shares being exercised plus any tax
withholding resulting from such exercise as computed by Tiffany and
Company's payroll department; or
b. a copy of directions to, or a written acknowledgment from, an Approved
Broker that the Approved Broker has been directed to sell, for the account
of the owner of the Option, Shares (or a sufficient portion of the Shares)
acquired upon exercise of the Option, together with an undertaking by the
Approved Broker to remit to the Company a sufficient portion of the sale
proceeds to pay the Exercise Price for the Shares exercised plus any tax
withholding resulting from such exercise as computed by Tiffany and
Company's payroll department.
In the case of exercise via method (a), the exercise shall be deemed complete on
the Company's receipt of such notice and said check or draft. In the case of
exercise via method (b), the exercise shall be deemed complete on the trade date
of the sale. The Committee may approve other methods of exercise, as provided
for in the Plan, before the Option is exercised.
8. Withholding. All distributions on the exercise of the Option are subject to
withholding of all applicable taxes. The method for withholding shall be as
provided in paragraph 7 above, unless the Committee approves other methods of
withholding, as provided for in the Plan, before the Option is exercised.
9. Transferability. The Option is not transferable otherwise than by will or the
laws of descent and distribution or pursuant to a "domestic relations order", as
defined in the Code or Title I of the Employee Retirement Income Security Act or
the rules thereunder, and shall not be otherwise transferred, assigned, pledged,
hypothecated or otherwise disposed of in any way, whether by operation of law or
otherwise, nor shall it be subject to execution, attachment or similar process.
Notwithstanding the foregoing, the Option may
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Transferable Option: Terms of Stock Option Award - Rev. V Page 2
be transferred by the Participant to (i) the spouse, children or grandchildren
of the Participant (each an "Immediate Family Member"), (ii) a trust or trusts
for the exclusive benefit of any or all Immediate Family Members, or (iii) a
partnership in which any or all Immediate Family Members are the only partners,
provided that (x) there may be no consideration paid or otherwise given for any
such transfer, and (y) subsequent transfer of the Option is prohibited otherwise
than by will, the laws of descent and distribution or pursuant to a domestic
relations order. Following transfer, the Option shall continue to be subject to
the same terms and conditions as were applicable immediately prior to transfer.
The provisions of paragraph 4 above shall continue to be applied with respect to
the original Participant following transfer and the Option shall be exercisable
by the transferee only to the extent, and for the periods specified, herein.
Upon any attempt to transfer the Option otherwise than as permitted herein or to
assign, pledge, hypothecate or otherwise dispose of the Option otherwise than as
permitted herein, or upon the levy of any execution, attachment or similar
process upon the Option, the Option shall immediately terminate and become null
and void.
10. Definitions. For the purposes of the Option, the words and phrases listed
below shall be defined as follows:
a. Approved Broker. Means one or more securities brokerage firms designated by
the Secretary of the Company from time to time.
b. Change of Control. A "Change of Control" shall be deemed to have occurred
if :
(i) any person (as used herein, the word "person" shall mean an individual
or an entity) or group of persons acting in concert has acquired
thirty-five percent (35%) in voting power or amount of the equity
securities of the Company (including the acquisition of any right,
option warrant or other right to obtain such voting power or amount,
whether or not presently exercisable);
(ii) individuals who constituted the Board of Directors of the Company on
May 1, 1998 (the "Incumbent Board") cease for any reason to constitute
at least a majority of such Board of Directors, provided that any
individual becoming a director subsequent to May 1, 1988 whose
election, or nomination for election by the Company's stockholders,
was approved by a vote of at least three-quarters of the directors
comprising the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in which such
individual is named as a nominee for director) shall be, for the
purposes of this paragraph 10(b), considered as though such individual
were a member of the Incumbent Board; or
(iii)any other circumstance with respect to a change in control of the
Company occurs which the Committee deems to be a Change in Control of
the Company.
A Change of Control which constitutes a Terminating Transaction will be
deemed to have occurred as of fourteen days prior to the date scheduled for
the Terminating Transaction if provisions shall not have been made in
writing in connection with such Terminating Transaction for the assumption
of the Option or the substitution for the Option of a new option covering
the stock of a successor employer corporation, or a parent or subsidiary
thereof or of the Company, with appropriate adjustments as to the number
and kind of shares and prices.
c. Code. The Internal Revenue Code of 1986, as amended.
d. Date of Termination. The Participant's "Date of Termination" shall be the
first day occurring on or after the Grant Date on which Participant's
employment with the Company and all Related Companies terminates for any
reason; provided that a termination of employment shall not be
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deemed to occur by reason of a transfer of the Participant between the
Company and a Related Company or between two Related Companies; and further
provided that the Participant's employment shall not be considered
terminated while the Participant is on a leave of absence from the Company
or a Related Company approved by the Participant's employer or required by
applicable law. If, as a result of a sale or other transaction, the
Participant's employer ceases to be a Related Company (and the
Participant's employer is or becomes an entity that is separate from the
Company), the occurrence of such transaction shall be treated as the
Participant's Date of Termination caused by the Participant being
discharged by the employer.
e. Disability. Except as otherwise provided by the Committee, the Participant
shall be considered to have a "Disability" if he or she is unable to engage
in any substantial gainful activity by reason of a medically determinable
physical or mental impairment, which impairment, in the opinion of a
physician selected by the Secretary of the Company, is expected to have a
duration of not less than 120 days.
f. Plan Definitions. Except where the context clearly implies or indicates the
contrary, a word, term, or phrase used in the Plan shall have the same
meaning in this document.
g. Retirement. "Retirement" of the Participant shall mean the occurrence of
the Participant's Date of Termination after age 65 or the occurrence of the
Participant's Date of Termination after age 55 pursuant to the retirement
practices of the Participant's employer.
h. Terminating Transaction. As used herein, the phrase "Terminating
Transaction" shall mean any one of the following:
(i) the dissolution or liquidation of the Company;
(ii) a reorganization, merger or consolidation of the Company; or
(iii)a reorganization, merger or consolidation of the Company with one or
more corporations as a result of which the Company goes out of
existence or becomes a subsidiary of another corporation, or upon the
acquisition of substantially all of the property or more than eighty
percent (80%) of the then outstanding stock of the Company by another
corporation.
i. Termination for Cause. "Termination for Cause" means termination of
employment pursuant to the conduct-based provisions of the employer's
policy on involuntary termination of employment by reason of a
Participant's action or willful omission, including without limitation, the
commission of a crime, fraud, willful misconduct or the unauthorized use or
disclosure of confidential information which has resulted or is likely to
result in damage to the Company or any of its subsidiaries.
11. Heirs and Successors. The terms of the Option shall be binding upon,
and inure to the benefit of, the Company and its successors and assigns,
and upon any person acquiring, whether by merger, consolidation, purchase
of assets or otherwise, all or substantially all of the Company's assets
and business. Participant may designate a beneficiary of his/her rights
under the Option by filing written notice with the Secretary of the
Company. In the event of the Participant's death prior to the full exercise
of the Option, the Option may be exercised by such Beneficiary to the
extent that it was exercisable on the Participant's Termination Date and up
until its Expiration Date. If the Participant fails to designate a
Beneficiary, or if the designated Beneficiary dies before the Participant
or before full exercise of the Option, the Option may be exercised by
Participant's estate to the extent that it was exercisable on the
Participant's Termination Date and up until its Expiration Date.
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12. Administration. The authority to manage and control the operation and
administration of the Option shall be vested in the Committee, and the Committee
shall have all powers with respect to the Option as it has with respect to the
Plan. Any interpretation of the Option by the Committee and any decision made by
it with respect to the Option is final and binding.
13. Plan Governs. Notwithstanding anything in this Agreement to the contrary,
the terms of the Option shall be subject to the terms of the Plan, a copy of
which may be obtained by the Participant from the office of the Secretary of the
Company.
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Tiffany & Co. 2005 Employee Incentive Plan
Transferable Option: Terms of Stock Option Award - Rev. V Page 5