Exhibit 10.146
RESTRICTED
STOCK GRANT
Terms
Rev. II
TIFFANY & CO.
a Delaware Corporation
(the "Company")
TERMS OF RESTRICTED STOCK GRANT
(Non-Transferable)
under the
1998 EMPLOYEE INCENTIVE PLAN
and
2005 EMPLOYEE INCENTIVE PLAN
(either plan, the "Plan")
Terms Adopted January 20, 2005, as amended March 7, 2005 and May 19, 2005
1. Introduction and Terms of Grant. Participant has been granted (the "Grant")
Stock Units which shall be settled by the issuance and delivery of Shares of the
Company's Common Stock. The Grant has been made 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" and the number of "Stock Units"
granted are stated in the attached "Notice of Grant". The other terms and
conditions of the Grant 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 or in the Plan. If the
Participant has the title of Vice President or Group Vice President this Grant
will be void unless the Participant executes and delivers to the Company those
certain Non-Competition and Confidentiality Covenants in the form approved by
the Committee, such delivery to be made within 180 days of the Grant Date.
2. Grant and Adjustment. Subject to the terms and conditions stated in this
document, Participant has been granted Stock Units by the Company. As of the
Grant Date, each Stock Unit has a Settlement Value of one Share, but the number
of Shares which shall be issued and delivered pursuant to the Grant on the
settlement of each Stock Unit (the "Settlement Value") shall be subject to
adjustment as provided in Section 4.2(c) of the Plan, to adjust for, among other
corporate developments, stock splits and stock dividends. References to
Settlement Values in this document shall be deemed reference to Settlement
Values as so adjusted. As anticipated in Section 4.7 of the Plan, Shares that
have not been issued and delivered to a Participant shall be represented by
Stock Units.
3. Maturity Dates - Vesting in Installments. Unless otherwise provided in
paragraphs 4 or 5 below, Stock Units granted on a single Grant Date will
"mature" and vest in installments according to the following schedule of
"Maturity Dates":
- ---------------------------------------------------------------------------------------------------------------------
Maturity Dates as of the following The Grant shall mature with the respect to the following percentage
anniversary of the Grant Date: ("installment") of the Stock Units:
- ---------------------------------------------------------------------------------------------------------------------
One-year anniversary 25%
- ---------------------------------------------------------------------------------------------------------------------
Two-year anniversary 25%
- ---------------------------------------------------------------------------------------------------------------------
Three-year anniversary 25%
- ---------------------------------------------------------------------------------------------------------------------
Four-year anniversary 25%
- ---------------------------------------------------------------------------------------------------------------------
Following the Maturity Date of a Stock Unit, the Settlement Value of the Stock
Unit in Shares shall be issued and delivered to or for the account of
Participant. As provided for in Section 7 below, the Company may make such
delivery to a Service Provider. A Stock Unit which fails to mature and vest on
or before Participant's Date of Termination shall be void and shall not confer
upon the owner of
such Stock Unit any rights, including any right to any Share. In the event that
the above schedule of installments would otherwise result in a Settlement Value
that includes a fractional Share, such fractional Share shall not be deemed to
have matured and vested, but shall mature and vest on a subsequent Maturity Date
if, when added to other fractional Share interests that would otherwise mature
and vest, a full Share will be deemed to have matured and vested. Under no
circumstances will the Company be obligated to issue a fractional Share, and if
the application of the prior sentence fails to result in the eventual issuance
of a Share, the Company will not be required to settle any remaining fractional
interest in cash.
4. Effect of Termination of Employment on Vesting. A Stock Unit shall not mature
and shall not be settled for Shares if the Participant's Date of Termination
occurs before the anniversary of the Grant Date on which the installment
containing such Stock Unit 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 Grant which have not previously matured shall mature and
vest on said Date of Termination.
5. Effect of Change in Control. All installments of the Grant 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. No Dividends or Interest. No dividends or interest shall accrue or be payable
upon any Stock Unit. Until a Share is issued and delivered it shall not be
registered in the name of the Participant.
7. Withholding for Taxes. All distributions of Shares shall be subject to
withholding of all applicable taxes as computed by the Tiffany and Company
finance department, and the Participant shall make arrangements satisfactory to
the Company to provide the Company (or any Related Company) with funds necessary
for such withholding before the Shares are delivered. Without limitation to the
Company's right to establish other arrangements, the Company may: (i) designate
a single broker or other financial services provider ("Services Provider") to
establish trading accounts for Participants (each a "Participant's Trading
Account"); (ii) deliver Shares to Participant's Trading Account; (iii) provide
Services Provider with information concerning the applicable tax withholding
rates for Participant; (iv) cause Services Provider to sell, on behalf of
Participant, sufficient Shares to cover the Company's tax withholding
obligations with respect to any delivery of Shares to Participant (a "Covering
Sale"); and (v) cause Services Provider to remit funds resulting from such
Covering Sale to Company or any Related Company that is the employer of
Participant. Participant may, by written notice to the Company addressed to the
Company's Secretary, and given no less than ten (10) business days before an
applicable Maturity Date, elect to avoid such a Covering Sale, by delivering
with such notice 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
estimated amount of any such withholding required, such estimate to be provided
by the Tiffany and Company finance department. The Committee may approve other
methods of withholding, as provided for in the Plan, before the Shares are
delivered.
8. Transferability. The Stock Units are not transferable otherwise than by will
or the laws of descent and distribution, 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. Upon any attempt to transfer the Stock Units otherwise than
as permitted herein or to assign, pledge, hypothecate or otherwise dispose of
the Stock Units otherwise than as permitted herein, or upon the levy of any
execution, attachment or similar process upon the Grant, the Grant shall
immediately terminate and become null and void.
Tiffany & Co. 1998 Employee Incentive Plan
Tiffany & Co. 2005 Employee Incentive Plan
Restricted Stock Grant: Terms of Stock Grant Award - Rev. II Page 2
9. Definitions. For the purposes of the Grant, the words and phrases listed
below shall be defined as follows:
a. 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,
Grant 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 9(a), 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.
b. Code. The Internal Revenue Code of 1986, as amended.
c. 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 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.
d. 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.
e. 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.
Tiffany & Co. 1998 Employee Incentive Plan
Tiffany & Co. 2005 Employee Incentive Plan
Restricted Stock Grant: Terms of Stock Grant Award - Rev. II Page 3
f. Market Value. The average of the high and low prices for the Shares as
reported on The New York Stock Exchange for (i) the applicable Maturity
Date if the Maturity Date is a trading day, or (ii) if the Maturity Date is
not a trading day, the trading day next following the Maturity Date.
g. 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.
10. Heirs and Successors. The terms of the Grant 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 Grant by
filing written notice with the Secretary of the Company. In the event of the
Participant's death prior to the full maturity of the Grant, the Shares will be
delivered to such Beneficiary to the extent that it was matured on the
Participant's Termination Date. If the Participant fails to designate a
Beneficiary, or if the designated Beneficiary dies before the Participant, any
Shares issuable hereunder will be delivered to the Participant's estate.
11. Administration. The authority to manage and control the operation and
administration of the Grant shall be vested in the Committee, and the Committee
shall have all powers with respect to the Grant as it has with respect to the
Plan. Any interpretation of the Grant by the Committee and any decision made by
it with respect to the Grant is final and binding.
12. Plan Governs. Notwithstanding anything in this Agreement to the contrary,
the terms of the Grant 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.
Tiffany & Co. 1998 Employee Incentive Plan
Tiffany & Co. 2005 Employee Incentive Plan
Restricted Stock Grant: Terms of Stock Grant Award - Rev. II Page 4