Exhibit 10.4
[GRAPHIC OMITTED]
LIZ CLAIBORNE, INC. 2002 STOCK INCENTIVE PLAN
STOCK OPTION
GRANT DATE: 11/03/2003 GRANT PRICE: $36.90 GOOD UNTIL: 11/03/2013
Global ID Number: 123456789 This Certifies That: Certificate Number: 01-001
PAUL R. CHARRON
Has an Option to Purchase 33,481 Shares
of Common Stock, $1.00 par value, of Liz Claiborne, Inc., a Delaware
corporation, at $36.90 per share subject to the terms and conditions set forth
on the reverse side hereof and as set forth in the Liz Claiborne, Inc. 2002
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/ Michael Scarpa
Michael Scarpa
Sr. VP & 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 Stock Incentive Plan (the "Plan"), as 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"). Shares of common stock
of the Company acquired by the Optionee pursuant to any exercises of the
Option shall be subject to the restrictions on sale and transferability set
forth in Section 4(d)(v) of the Employment Agreement between the Optionee
and the Company dated November 3, 2003 (as it may be amended from time to
time, the "Employment Agreement").
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,
4.3, or 4.4 below.
4.2 If the Optionee's employment terminates due to (a) a termination by
the Company without Cause (as defined in the Employment Agreement) or
a termination by the Optionee for Good Reason (as defined in the
Employment Agreement), 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 one year following
employment termination or (b) Retirement (as defined below), the
Option shall vest in full and remain exercisable until the earlier of
the expiration date of the Option, determined pursuant to Section 2
above, or the expiration of three years following the date of
Retirement. "Retirement" shall mean any termination of the Optionee's
employment with the Company and its affiliates on or after December
31, 2006 (or a prior termination of such employment, if the Committee,
in its sole discretion, elects to treat such termination as a
Retirement).
4.3 If the Optionee dies while employed by the Company, the Option shall
vest in full and remain exercisable 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. If the
Optionee dies 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 such death and only until the earlier of the expiration date
of the Option, determined pursuant to Section 2 above, or the
expiration of one year following such death.
4.4 If the Optionee's employment is terminated due to Disability (as
defined in the Employment Agreement), the Option shall vest in full
and remain exercisable 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 - Subject to the final sentence of this Section
5, 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. Notwithstanding the
foregoing provisions of this Section 5 or anything else herein or in the
Plan, the definition of "Change in Control" for purposes of the Option
shall be the definition contained in the Executive Termination Benefits
Agreement between the Optionee and the Company dated January 1, 2001, as
amended, and not the definition contained in the Plan.
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 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.