Exhibit 10.150a
Tiffany & Co.
Report on Form 8-K Dated February 2, 2009
RESTRICTED
STOCK GRANT
Terms
Rev. IV
TIFFANY & CO.
a Delaware Corporation
(the "Parent")
TERMS OF RESTRICTED STOCK GRANT
(Non-Transferable)
under the
2005 EMPLOYEE INCENTIVE PLAN
(the "Plan")
Terms Adopted January 20, 2005, as amended March 7, 2005, May 19, 2005
and January 14, 2009
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
Common Stock. The Grant has been made under the Plan by the Stock Option
Subcommittee of the Parent Board (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. If the Participant has the
title of Vice President, Group Vice President, Senior Vice President, Executive
Vice President, President or Chief Executive Officer this Grant will be void
unless the Participant executes and delivers to the Parent those certain
Non-Competition and Confidentiality Covenants in the form approved by the
Committee, such delivery to be made prior to or within 180 days after 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 Parent. 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":
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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:
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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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Following the Maturity Date of a Stock Unit, the Settlement Value of the Stock
Unit in Shares shall be issued and delivered within thirty (30) days to or for
the account of Participant. As provided for in
Section 7 below, the Parent 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 Parent 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 Parent 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 will be deemed to have "expired" 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 that have not
previously matured or expired shall mature upon (i) a Change of Control Date for
a Terminating Transaction, or (ii) failing maturity as provided in (i) above,
(ii) upon Participant's Involuntary Termination following a Change of Control
Date.
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 Employer, and the
Participant shall make arrangements satisfactory to the Parent to provide the
Parent (or Employer) with funds necessary for such withholding before the Shares
are delivered. Without limitation to the Parent's right to establish other
arrangements, the Parent 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 Parent'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 Parent or any Related Company that is
the employer of Participant. Participant may, by written notice to the Parent
addressed to the Parent'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 Parent (or
other type of check or draft payable to the Parent and acceptable to the
Secretary) in the estimated amount of any such withholding required, such
estimate to be provided by the Employer. 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.
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Restricted Stock Grant: Terms of Stock Grant Award - Rev. IV Page 2
9. Definitions. For the purposes of the Grant, certain words and phrases are
defined in the Definitional Appendix attached. 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.
10. Heirs and Successors. The terms of the Grant shall be binding upon, and
inure to the benefit of, the Parent 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 Parent'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 Parent. 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
Parent.
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Restricted Stock Grant: Terms of Stock Grant Award - Rev. IV Page 3
Appendix I -- Definitions
"Affiliate" shall mean any Person that controls, is controlled by or is
under common control with, any other Person, directly or indirectly.
"Cause" shall mean a termination of Participant's employment which is the
result of:
(i) Participant's conviction or plea of nolo contendere to a felony
or any other crime involving financial impropriety or which would
tend to subject Employer or any of its Affiliates to public
criticism or materially interfere with Participant's continued
service to Employer;
(ii) Participant's willful violation of the Code of Conduct;
(iii) Participant's willful failure or refusal to perform
substantially all such proper and achievable directives issued by
Participant's superior (other than any such failure resulting
from Participant's incapacity due to physical or mental illness,
any such actual or anticipated failure resulting from a
resignation by Participant for Good Reason, or any such refusal
made by Participant in good faith because Participant believes
such directives to be illegal, unethical or immoral) after a
written demand for substantial performance is delivered to
Participant on behalf of Employer, which demand specifically
identifies the manner in which Participant has not substantially
performed Participant's duties, and which performance is not
substantially corrected by Participant within ten (10) days of
receipt of such demand;
(iv) Participant's gross negligence in the performance of
Participant's duties and responsibilities materially injurious to
the Employer;
(v) Participant's willful breach of any material obligation that
Participant has to Parent or Employer under any written agreement
that Participant has with either Parent or Employer;
(vi) Participant's fraud or dishonesty with regard to Employer or any
of its Affiliates;
(vii) Participant's failure to reasonably cooperate in any
investigation of alleged misconduct by Participant or by any
other employee of Parent, Employer or any Affiliate of Parent or
Employer;
(viii) Participant's death; or
(ix) Participant's Disability.
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Restricted Stock Grant: Terms of Stock Grant Award - Rev. IV Page 4
For purposes of the previous sentence, no act or failure to act on Participant's
part shall be deemed "willful" unless done, or omitted to be done, by
Participant in bad faith toward, or without reasonable belief that Participant's
action or omission was in the best interests of, Parent, Employer or an
Affiliate of Parent or Employer. Notwithstanding the foregoing, Participant
shall not be deemed to have been terminated for Cause with respect to items (i)
through (vii) unless and until there shall have been delivered to Participant a
copy of a resolution duly adopted by the affirmative vote of not less than
three-fourths (3/4th) of the entire membership of the Employer Board at a
meeting called and held for such purpose (after reasonable notice to Participant
and an opportunity for Participant, together with Participant's counsel, to be
heard before such Board), finding that, in the good faith opinion of such Board,
Cause exists as set forth in any of items (i) through (vii) above.
"Change in Control." A Change in Control shall be deemed to have occurred
if:
(i) any Person, or any syndicate or group deemed to be a person under
Section 14(d)(2) of the Exchange Act, excluding Parent or any of
its Affiliates, a trustee or any fiduciary holding securities
under an employee benefit plan of Parent or any of its
Affiliates, an underwriter temporarily holding securities
pursuant to an offering of such securities or a corporation
owned, directly or indirectly by stockholders of Parent in
substantially the same proportion as their ownership of Parent,
is or becomes the "beneficial owner" (as defined in Rule 13d-3 of
the General Rules and Regulations under the Exchange Act),
directly or indirectly, of securities of Parent representing
Thirty-five percent (35%) or more of the combined voting power of
Parent's then outstanding securities entitled to vote in the
election of directors of Parent;
(ii) if the Incumbent Directors cease to constitute a majority of the
Parent Board; provided, however, that no person shall be deemed
an Incumbent Director if he or she was appointed or elected to
the Parent Board after having been designated to serve on the
Parent Board by a Person who has entered into an agreement with
Parent to effect a transaction described in clauses (i) through
(iv) of this definition;
(iii) there occurs a reorganization, merger, consolidation or other
corporate transaction involving Parent, in each case with respect
to which the stockholders of Parent immediately prior to such
transaction do not, immediately after such transaction, own more
than Fifty percent (50%) of the combined voting power of the
Parent or other corporation resulting from such transaction, as
the case may be;
(iv) all or substantially all of the assets of Parent or Employer are
sold, liquidated or distributed, except to an Affiliate of
Parent.
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Restricted Stock Grant: Terms of Stock Grant Award - Rev. IV Page 5
"Change in Control Date" shall mean the date on which a Change of Control
occurs except that 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.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and any
successor provisions thereto.
"Code of Conduct" shall mean Parent's (i) Code of Business and Ethical
Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer
and All Other Officers of the Parent and (ii) Business Conduct Policy -
Worldwide, as amended from time to time prior to the Change of Control Date and
as in effect as of the Change of Control Date.
"Common Stock" shall mean the common stock of Parent.
"Date of Termination" shall mean, with respect to any Participant, the
first day occurring on or after the Grant Date on which Participant's employment
with Employer terminates for any reason; provided that a termination of
employment shall not be deemed to occur by reason of a transfer of the
employment of Participant between Employers; and further provided that the
Participant's employment shall not be considered terminated while the
Participant is on a leave of absence from the Employer approved by Employer or
required by applicable law. If, as a result of a sale or other transaction,
Employer ceases to be an Affiliate of Parent, the occurrence of such transaction
shall be treated as the Participant's Date of Termination caused by the
Participant being discharged by Employer.
"Disability" shall mean Participant's incapacity due to physical or mental
illness which causes Participant to be absent from the full-time performance of
Participant's duties with Employer for six (6) consecutive months provided,
however, that Participant shall not be determined to be subject to a Disability
for purposes of this Award unless Participant fails to return to full-time
performance of Participant's duties with Employer within thirty (30) days after
written Notice of Termination due to Disability is given to Participant.
"Employer" shall mean the Affiliate of Parent that employs Participant from
time to time, and any successor to its business and/or assets by operation of
law or otherwise.
"Employer Board" shall mean the board of directors (or other highest
governing authority other than the shareholders) of Employer.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and any successor provisions thereto.
"Good Reason" means Participant's resignation from employment with Employer
as a result of any of the following:
(i) a meaningful and detrimental alteration in Participant's position
or the nature or status of Participant's responsibilities
(including reporting
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Restricted Stock Grant: Terms of Stock Grant Award - Rev. IV Page 6
responsibilities) from those in effect immediately before the
Change in Control Date;
(ii) a material failure by Employer to pay Participant a bonus or
incentive award commensurate with the bonus paid others at
Participant's job level (expressed as a percentage of target
bonus) unless such failure is justified by clear and objective
deficiencies of the business units for which Participant is
responsible;
(iii) the relocation of the office of Employer where Participant was
employed immediately prior to the Change in Control Date to a
location which is more than 50 miles away or should Employer
require Participant to be based more than 50 miles away from such
office (except for required travel on the Employer's business to
an extent substantially consistent with Participant's customary
business travel obligations in the ordinary course of business
prior to the Change in Control Date); or
(iv) a Substantial Change.
"Incumbent Directors" shall mean those individuals who were members of the
Parent Board as of January 15, 2009 and those individuals whose later
appointment to such Board, or whose later nomination for election to such Board
by the stockholders of Parent, was approved by a vote of at least a majority of
those members of such Board who either were members of such Board as of January
15, 2009, or whose election or nomination for election was previously so
approved.
"Involuntary Termination" means (i) Participant's termination of employment
by Employer without Cause or (ii) Participant's resignation of employment with
the Employer within one (1) year of the Change of Control Date for Good Reason.
"Notice of Termination" shall mean a written notice indicating the specific
termination provision in this Agreement relied upon and setting forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Participant's employment under the provision so indicated.
"Parent" shall mean Tiffany & Co., a Delaware corporation, and any
successor to its business and/or assets by operation of law or otherwise.
"Parent Board" shall mean the Board of Directors of Parent.
"Person" shall mean any individual, firm, corporation, partnership, limited
partnership, limited liability partnership, business trust, limited liability
company, unincorporated association or other entity, and shall include any
successor (by merger or otherwise) of such entity.
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Restricted Stock Grant: Terms of Stock Grant Award - Rev. IV Page 7
"Retirement" 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 Employer.
"Substantial Change" means any material change in the terms or conditions
of Participant's employment (including in salary or target bonus) following a
Change of Control Date that is less favorable to Participant than those in
effect previous to the Change of Control Date other than (i) a change that has
been made on an across-the-board basis for substantially all of Employer's
employees or (ii) a change in equity-based compensation (including the reduction
or elimination thereof) resulting from the Change in Control.
"Terminating Transaction" shall mean any one of the following:
(i) the dissolution or liquidation of the Parent;
(ii) a reorganization, merger or consolidation of the Parent with one
or more Persons as a result of which the Parent goes out of
existence or becomes a subsidiary of another Person; or
(iii) upon the acquisition of substantially all of the property or
more than eighty percent (80%) of the then outstanding stock of
the Parent by another Person;
provided that none of the foregoing transactions (i) through (iii) will be
deemed to be a Terminating Transaction, if as of a date at least fourteen (14)
days prior to the date scheduled for such transaction provisions have been made
in writing in connection with such transaction for the assumption of the Grant
or the substitution for the Grant of a new grant covering the publicly-traded
stock of a successor Person, with appropriate adjustments as to the number and
kind of shares.
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Restricted Stock Grant: Terms of Stock Grant Award - Rev. IV Page 8