Exhibit 10(a)
- --------------------------------------------------------------------------------
Liz Claiborne, Inc.
2005 Restricted Stock Grant Confirmation
- --------------------------------------------------------------------------------
Associate Name:
Associate Emplid#:
- --------------------------------------------------------------------------------
Grant Date: __/__/____
Number of Shares: __________
Vesting Schedule:
- --------------------------------------------------------------------------------
WHILE EVERY EFFORT HAS BEEN MADE TO ENSURE THE ACCURACY OF THIS INFORMATION,
THESE FIGURES ARE SUBJECT TO FINAL AUDIT
Restricted Stock Grant Certificate - Terms and Conditions
---------------------------------------------------------
1. Restricted Stock Grant - Liz Claiborne, Inc. (the "Company") hereby grants to
the person named on the applicable grant confirmation statement (the
"Recipient") the number of restricted shares of common stock of the Company
(the "Restricted Shares") specified on the grant confirmation statement. As
soon as practicable after the acceptance by the Recipient of this
Certificate, the Company shall cause the Restricted Shares to be issued in
the name of the Recipient, by book entry registration at the Company's
transfer agent. Such issuance shall be subject to this Certificate and the
restrictions set forth in Sections 3 and 7 hereof. Upon the issuance of
shares, the Recipient shall have the rights of a stockholder with respect to
the Restricted Shares, subject to the terms, conditions and restrictions set
forth in this Certificate.
2. Vesting - Subject to the further terms included herein, the Restricted Shares
shall vest and become free of restrictions, plus any dividends relating
thereto, on the date or dates indicated on the grant confirmation statement,
provided in each case that the Recipient is then and has at all times since
the grant date remained an employee of the Company. Each such date is
referred to as a "Vesting Date." As soon as practicable after each Vesting
Date, the Company shall indicate on the Recipient's account with respect to
such shares that such shares are free of restrictions, and credit to such
account an amount of shares released from the Dividend Escrow Account
pursuant to Section 6. Vested shares shall remain subject to Sections 7 and
8.
3. Restrictions on Shares - The Restricted Shares may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of prior to vesting.
These restrictions shall apply as well to any shares of Common Stock or other
securities of the Company which may be acquired by the Recipient in respect
of the Restricted Shares as a result of any stock split, stock dividend,
combination of shares or other change or any exchange, reclassification or
conversion of securities.
4. Termination of Employment - Upon termination of the Recipient's employment
with the Company for any reason, any unvested Restricted Shares shall be
forfeited, and the Dividend Escrow Account (as defined in Section 6) shall be
terminated, it being understood and agreed that Recipient shall not be
entitled to any payment whatsoever under this Certificate or provisions of
the Plan relating to this Certificate in connection with such forfeiture and
termination.
5. Plan Provisions to Prevail - The Restricted Shares are subject to all of the
terms and provisions of the Plan. Without limiting the generality of the
foregoing, by accepting the grant of the Restricted Shares the Recipient
agrees that no member of the Company's Compensation Committee (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. Dividends - Cash dividends that become payable on unvested Restricted Shares
shall be held by the Company in escrow. On each Common Stock dividend payment
date (each, a "RS Dividend Date"), the Company shall be deemed to have
reinvested any cash dividend otherwise then payable on the unvested
Restricted Shares in a number of phantom shares of Common Stock (including
any fractional share) equal to the quotient of such dividend divided by the
Market Value of a share of Common Stock on such RS Dividend Date and to have
credited such phantom shares to an unfunded book account in the Recipient's
name (the "Dividend Escrow Account"). As of each subsequent RS Dividend Date,
the phantom shares then credited to the Dividend Escrow Account shall be
deemed to receive a dividend at the then applicable dividend rate, which
shall be reinvested in the same manner in such account in the form of
additional phantom shares. If any dividend payable on any RS Dividend Date is
paid in the form of Common Stock, such stock dividend shall be treated as
additional Restricted Shares under this Certificate, with such additional
Restricted Shares being subject to the same vesting and other restrictions as
the Restricted Shares with respect to which dividends became payable, and
with any fractional share being treated as a cash dividend that is subject to
the escrow and reinvestment procedures in this Section 6. Any other non-cash
dividends credited with respect to Restricted Shares shall be subject to the
escrow and reinvestment procedures in this Section 6, and shall be valued for
purposes of this Section 6 at the fair market value thereof as of the
relevant RS Dividend Date, as determined by the Committee in its sole
discretion. At any Vesting Date, the Company shall deliver out of escrow to
the Recipient that whole number of shares of Common Stock equal to the whole
number of phantom shares then credited to the Dividend Escrow Account as the
result of the deemed investment and reinvestment in phantom shares of the
dividends attributable to the Restricted Shares on which restrictions lapse
at such Vesting Date. The value of any fractional share shall be paid in
cash.
7. Withholding Taxes - Prior to the recording on Recipient's account that any
shares are free of restrictions, the Company shall withhold from Recipient's
account a number of shares having a Fair Market Value on the Vesting Date,
rounded to the nearest whole share, equal to an amount sufficient in the
opinion of the Company to satisfy all federal, state and other governmental
tax that the Company is required to withhold with respect to the shares
becoming free of restrictions on such Vesting Date. Recipient's receipt of
the Restricted Shares and this Certificate constitutes Recipient's consent to
such withholding of shares. In lieu of such withholding of shares, the
Recipient may remit such amount in cash to the Company.
8. Nature of Payments - The grant of the Restricted Shares hereunder is in
consideration of services to be performed by the Recipient for the Company
and constitutes a special incentive payment and the parties agree that it is
not to be taken into account in computing the amount of salary or
compensation of the Recipient for the purposes of determining (i) any
pension, retirement, profit-sharing, bonus, life insurance or other benefits
under any pension, retirement, profit-sharing, bonus, life insurance or other
benefit plan of the Company, or (ii) any severance or other amounts payable
under any other agreement between the Company and the Recipient.
9. Notices - Any notice to be given to the Company hereunder shall be in writing
and shall be addressed to the Chief Financial Officer, Liz Claiborne, Inc.,
One Claiborne Avenue, North Bergen, NJ 07047, or at such other address as the
Company may hereafter designate to the Recipient by notice as provided in
this Section 9. Any notice to be given to the Recipient hereunder shall be
addressed to the Recipient's home address of record, or at such other address
as the Recipient 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.
10.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 Recipient.
11.Governing Law - The Restricted Shares and this Certificate shall be
interpreted, construed and administered in accordance with the laws of the
State of Delaware.
12.Receipt of Prospectus - By accepting delivery of this Certificate, the
Recipient 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.