Exhibit 10(h)(i)
AMENDMENT 1 TO THE LIZ CLAIBORNE, INC. 2000 STOCK INCENTIVE PLAN
Pursuant to Section 3.1(a) of the Liz Claiborne, Inc. 2000 Stock Incentive
Plan (the "Plan"), the Plan is hereby amended effective as of the date set forth
below in the following respects:
1. Section 2.7(e) of the Plan is hereby amended and restated to read in its
entirety as follows: "Consequence of Termination of Employment. Except as may
otherwise be provided by the Committee at any time prior to a grantee's
termination of employment, a grantee's termination of employment for any reason
(including death) shall cause the immediate forfeiture of all shares of
restricted stock that have not yet vested as of the date of such termination of
employment, and all dividends paid on such shares also shall be forfeited,
whether by termination of any escrow arrangement under which such dividends are
held, by the grantee's repayment of dividends received directly, or otherwise."
2. Section 3.8(a) of the Plan is hereby and restated to read in its entirety as
follows: "Change in Control Defined. For purposes of this Agreement, a "Change
in Control" shall be deemed to have occurred:
(i) if any person as defined in Section 3(a)(9) of the Securities Exchange
Act of 1934, as amended from time to time (the "Exchange Act"), and as used
in Sections 13(d) and 14(d) thereof, including a "group" as defined in
Section 13(d) of the Exchange Act (a "Person"), but excluding the Company,
any subsidiary of the Company and any employee benefit plan sponsored or
maintained by the Company or any subsidiary of the Company (including any
trustee of such plan acting as trustee), directly or indirectly, becomes
the "beneficial owner" (as defined in Rule 13(d)-3 under the Exchange Act,
as amended from time to time) of Company securities representing 25% or
more of either (i) the then outstanding shares of the Company's common
stock or (ii) the combined voting power of the Company's then outstanding
voting securities entitled to vote generally in the election of directors;
provided, however, that the following acquisitions shall not constitute a
Change in Control: (A) any acquisition directly from the Company (excluding
an acquisition by virtue of the exercise of a conversion privilege), or (B)
any acquisition by any corporation or similar entity pursuant to a
reorganization, merger or consolidation if following such reorganization,
merger or consolidation, the conditions described in sub-clauses (l), (2),
and (3) of Section 3.8(a)(iii) below have been satisfied; or
(ii) if individuals who, as of December 18, 2003, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
the Company's stockholders, was approved by a vote of at
least two-thirds (2/3) of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
(iii) upon consummation of a reorganization, merger or consolidation of the
Company (a "Business Combination"), in each case, unless, following such
Business Combination, (1) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the then
outstanding shares of common stock of the Company and the combined voting
power of the then outstanding voting securities of the Company entitled to
vote generally in the election of directors immediately prior to such
Business Combination beneficially own, directly or indirectly, more then
fifty percent (50%) of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries), (2) no Person
(excluding (A) any employee benefit plan (or related trust) of the Company
or such corporation resulting from such Business Combination and (B) any
Person beneficially owning, immediately prior to such reorganization,
merger or consolidation, 25% or more of, respectively, the then outstanding
shares of the common stock of the Company, or the combined voting power of
the then outstanding voting securities of the Company entitled to vote
generally in the election of directors) beneficially owns, directly or
indirectly, 25% or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business Combination or
the combined voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors, and
(3) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement
relating to, or of the action of the Incumbent Board providing for, such
Business Combination; or
(iv) upon consummation of the sale or other disposition of all or
substantially all of the assets of the Company, unless following such
transaction (1) all or substantially all of the individuals and entities
who were the beneficial owners, respectively, of the then outstanding
shares of common stock of the Company and the combined voting power of the
then outstanding voting securities of the Company entitled to vote
generally in
the election of directors immediately prior to such transaction
beneficially own, directly or indirectly, more than fifty percent (50%) of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
acquiring corporation (including, without limitation, a corporation which
as a result of such transaction owns the Company or all or substantially
all of the Company's assets either directly or through one or more
subsidiaries), (2) no Person (excluding (A) any employee benefit plan (or
related trust) of the Company or such acquiring corporation and (B) any
Person beneficially owning, immediately prior to such transaction, 25% or
more of, respectively, the then outstanding shares of the common stock of
the Company, or the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors) beneficially owns, directly or indirectly, 25% or more of,
respectively, the then outstanding shares of common stock of the acquiring
corporation or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election
of directors, and (3) at least a majority of the members of the board of
directors of the acquiring corporation were members of the Incumbent Board
at the time of the execution of the initial agreement relating to, or of
the action of the Incumbent Board providing for, such sale or disposition;
or
(v) approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company."
IN WITNESS WHEREOF, Liz Claiborne, Inc. has caused this instrument to be
executed by its duly authorized officer as of the 18th day of December, 2003.
LIZ CLAIBORNE, INC.
By: /s/ Nicholas Rubino
-----------------------------------
Name: Nicholas Rubino
---------------------------------
Title: Vice President - Deputy General Counsel
and Secretary