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EXHIBIT 10(z)(i)
LIZ CLAIBORNE, INC. 2000 STOCK INCENTIVE PLAN
STOCK OPTION
GRANT DATE: 01/16/2001 GRANT PRICE: $44.8125 GOOD UNTIL: 01/16/2011
Social Security Number: 123456789 This Certifies That: Certificate Number: 01-001
SAMPLE
Has an Option to Purchase 000 Shares
of Common Stock, $1.00 par value, of Liz Claiborne, Inc., a Delaware
corporation, at $44.8125 per share subject to the terms and conditions set forth
on the reverse side hereof and as set forth in the Liz Claiborne, Inc. 2000
Stock Incentive Plan.
IN WITNESS WHEREOF, Liz Claiborne, Inc. has caused this certificate to be duly
executed in its name by signature of its proper officers.
LIZ CLAIBORNE, INC.
/s/ Paul R. Charron /s/ Michael Scarpa
Paul R. Charron Michael Scarpa
Chairman and Chief Executive Officer Chief Financial Officer
Stock Option Grant Certificate - Additional Terms
I. Grant Option - Liz Claiborne, Inc. (the "Company") hereby grants to the
person named on the face of this Certificate (the "Optionee") a
nonqualified stock option (the "Option") to purchase the number of shares
of common stock of the Company at a purchase price as specified on the face
hereof. It is intended that the Option shall not qualify as an "incentive
stock option" as defined in section 422 of the Internal Revenue Code of
1986, as amended.
2. Exercisability - Subject to the further terms included herein, the Option
shall become exercisable with respect to 25% of the shares of Common Stock
initially subject thereto on the first anniversary of the date of grant and
with respect to an additional 25% and 50% of such shares on the second and
third anniversaries of the grant date. Unless earlier terminated pursuant
to the provisions of the 2000 Stock Incentive Plan (the "Plan"); the same
has been and may be amended from time to time; the unexercised portion of
the Option shall expire and cease to be exercisable at midnight on the
tenth anniversary of the grant date of the option. The Option may be
partially exercised from time to time up to the amount of shares
exercisable at such time as set forth above.
3. Exercising Options - Subject to the terms and conditions of the Plan, the
Optionee may exercise Options by giving notice of exercise to the Company
or its designee accompanied by payment of the aggregate Option exercise
price for the shares being purchased together with any amount which the
Company or its subsidiaries may be required to withhold upon such exercise
in respect of applicable foreign, federal (including FICA), state and local
taxes, all in such manner as specified from time to time by the Company or
its designee. Each such exercise notice shall specify the number of shares
of Company common stock to be purchased, the Option exercise price, the
grant date, and such other matters as may be required by the Company or the
Company's Compensation Committee (the "Committee").
4. Termination of Employment
4.1 Upon termination of the Optionee's employment for any reason, the
Option shall terminate and expire, except as provided in Section 4.2
or 4.3 below.
4.2 If the Optionee's employment terminates for any reason other than
disability, death, dismissal for cause or resignation without the
Company's prior consent, the Option shall be exercisable but only to
the extent it was exercisable at the time of such termination and only
until the earlier of the expiration date of the Option, determined
pursuant to Section 2 above, or the expiration of either (a) three
months following employment termination or (b) in the case of
Retirement (as defined), three years following the date of Retirement.
"Retirement" shall mean Optionee's ceasing to be employed by the
Company and any of its affiliates on or after Optionee's 65th
birthday, on or after the date on which Optionee has attained age 60
and completed at least six years of Vesting Service (as defined in and
determined under the Liz Claiborne
Savings and Profit Sharing Plan, as the same has been and may from
time to time be amended) or, if approved by the Committee, on or after
the date Optionee has completed at least 20 years of Vesting Service.
4.3 If the Optionee dies while employed by the Company or after employment
terminates but during a period in which the option is exercisable
pursuant to Section 4.2 above, the Option shall be exercisable but
only to the extent it was exercisable at the time of death and only
until the earlier of the expiration date of the Option, determined
pursuant to Section 2 above, or the first anniversary of the date of
the Optionee's death.
4.4 If the Optionee's employment is terminated due to disability (as
defined in the Plan), the Option shall be exercisable, but only to the
extent it was exercisable at the time of such termination and only
until the earlier of the expiration date of the Option, determined
pursuant to Section 2 above, or the first anniversary of the date of
the Optionee's termination of employment.
5. Plan Provisions to Prevail - The Option is subject to all of the terms and
provisions of the Plan. Without limiting the generality of the foregoing,
by accepting the grant of the Option the Optionee agrees that no member of
the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any award thereunder or this Certificate.
In the event that there is any inconsistency between the provisions of this
Certificate and the Plan, the provisions of the Plan shall govern.
6. Notices - Any notice to be given to the Company hereunder shall be in
writing and shall be addressed to the Senior Vice President, Finance and
Administration, Liz Claiborne, Inc., One Claiborne Avenue, North Bergen, NJ
07047, or at such other address as the Company may hereafter designate to
the Optionee by notice as provided in this Section 6. Any notice to be
given to the Optionee hereunder shall be addressed to the Optionee's home
address of record, or at such other address as the Optionee may hereafter
designate to the Company by notice as provided herein. A notice shall be
deemed to have been duly given when personally delivered or mailed by
registered or certified mail to the party entitled to receive it.
7. Successors and Assigns - The terms of this Certificate shall be binding
upon and inure to the benefit of the parties hereto and the successors and
assigns of the Company and, to the extent consistent with Section 4.1 above
and with the Plan, the heirs and personal representatives of the Optionee.
8. Governing Law - The Option and this Certificate shall be interpreted,
construed and administered in accordance with the laws of the State of New
York.
9. Receipt of Prospectus - By accepting delivery of this Certificate, the
Optionee acknowledges that he or she has received a copy of the Prospectus
relating to the options and the shares of Company common stock covered
thereby under the Plan.