Exhibit 99.1
Tiffany & Co.
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Share Ownership Policy for Executive Officers
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This Policy was adopted on July 20, 2006 (the "Adoption Date") by the Board of
Directors (the "Board") of Tiffany & Co. (the "Corporation") for those who have
been or subsequently are designated "executive officers" by the Board. This
Policy applies to the ownership of the common stock of the Corporation ("Common
Stock").
Defined Terms:
"beneficial ownership" shall have the same meaning as under Rule 16a-1(a)(2) of
the Securities Exchange Act, provided that: (a) Qualifying Options shall be
deemed beneficially owned but shall be valued only as provided for below; and
(b)restricted stock units awarded under the Corporation's 2005 Employee
Incentive Plan will not be deemed beneficially owned until vested;
"Disposition" means any transaction which would cause the executive officer to
cease to be the beneficial owner of Common Stock, provided, however, that any of
the following transactions will not be deemed a Disposition: (i) any sale of
Common Stock acquired on vesting of a restricted stock unit or exercise of an
employee stock option to the extent necessary to satisfy the tax withholding
obligations of the employer of the executive officer in respect of such vesting
or exercise; (ii) any sale of Common Stock made under circumstances constituting
a Financial Hardship; and (iii) any sale or transfer made pursuant to a
Qualified Domestic Relations Order;
"Financial Hardship" means an immediate and heavy financial need of the
executive officer (including that of his spouse or any dependent), as so
determined by the Board on application from the executive officer, not in excess
of the amount required to relieve such financial need, and only if, and to the
extent, such need cannot be satisfied from other resources reasonably available
to the executive officer (including assets of his or her spouse and minor
children reasonably available to him or her);
"Non-Compliance Date" means, with respect to an executive officer, the most
recent date on or after the Adoption Date on which that person was in
non-compliance with this Policy;
"Option Stock" means Common Stock acquired on exercise of an employee stock
option in excess of stock sold to satisfy the tax withholding obligations of the
employer of the executive officer in respect of such exercise;
"Performance Stock" means Common Stock acquired on vesting of a restricted stock
unit in excess of stock sold to satisfy the tax withholding obligations of the
employer of the executive officer in respect of such vesting;
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"Qualified Domestic Relations Order" means a judgment, decree or order
(including approval of a property settlement agreement) made pursuant to a state
domestic relations law (including community property law) that relates to the
provision of child support, alimony payments or marital property rights to a
spouse, former spouse, child or other dependent of a Participant and which
requires the executive officer to make a transfer or sale of Common Stock;
"Qualifying Options" mean vested options to purchase Common Stock issued under
one of the Corporation's employee stock option plans and having a strike price
below the market value of the Common Stock; and
"Significant Portfolio" means, for the executive officer in question, shares of
Common Stock and/or Qualifying Options having a value equal to or greater than
the multiple of annual salary set forth below, provided that at least 25% of
such value shall be attributable to Common Stock:
Chief Executive Officer - five times;
President - four times;
Executive Vice Presidents - three times; and
Senior Vice Presidents - two times.
Basic Policy
It is the policy of the Board that each executive officer will beneficially own
and maintain beneficial ownership of a Significant Portfolio for so long as he
or she remains an executive officer.
Valuation
For purposes of this Policy, shares of Common Stock will be valued at market and
Qualifying Options will be valued at one-half the difference between strike
price and market price of the underlying Common Stock.
Extended Time for Compliance
Each executive officer shall achieve compliance within five years of becoming
subject to this Policy.
Changes in the market value of the Common Stock, changes in salary, or a
Disposition pursuant to a Financial Hardship and/or a Qualified Domestic
Relations Order may cause an executive officer who has complied with this Policy
to fall out of compliance. Such an executive officer shall achieve compliance
within two years after falling from compliance.
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Restrictions on Disposition
An executive officer who does not beneficially own a Significant Portfolio shall
not engage in any Disposition provided, however, that up to fifty percent of the
aggregate of Option Stock and Performance Stock acquired after his or her
Non-Compliance Date may be sold or otherwise transferred without violating this
Policy.
Annual Review
The Nominating/Corporate Governance Committee of the Board will review
compliance and progress towards compliance with the Policy each year in May.
Other Matters
Nothing contained in this Policy shall compel any transaction or excuse
compliance with applicable law or with the Corporation-s policies, including the
Corporation's policies with respect to trading on insider information or
engaging in speculative transactions in the Common Stock. Nothing contained
herein shall be deemed to alter the terms of any stock option or other equity
award grant made under the Corporation's equity award plans.
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