SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
FOSSIL, INC.
Fossil, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:
1. The name under which the Corporation was originally
incorporated was Fossil Acquisition Corporation.
2. The date of filing of the original Certificate of
Incorporation of the Corporation (the "Original Certificate") with the Secretary
of State of the State of Delaware is December 26, 1991.
3. The date of filing of the first Certificate of Amendment of
the Original Certificate (the "First Amended Certificate") with the Secretary of
State of the State of Delaware is June 21, 1995.
4. This Second Amended and Restated Certificate of
Incorporation of the Corporation (the "Second Amended and Restated Certificate")
was duly adopted in accordance with the provisions of Sections 242 and 245 of
the General Corporation Law of the State of Delaware ("DGCL").
5. This Second Amended and Restated Certificate restates and
integrates and amends the Original Certificate and the First Amended Certificate
to read in its entirety as follow:
ARTICLE I
The name of the Corporation is Fossil, Inc.
ARTICLE II
The address of the Corporation's registered office in the
State of Delaware is 1013 Centre Road, New Castle County, Wilmington, Delaware
19805. The name of the Corporation's registered agent at such address is The
Prentice-Hall Corporation System, Inc.
ARIICLE III
The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the DGCL.
ARTICLE IV
The aggregate number of shares of all classes of stock which
the Corporation shall have authority to issue is 51,000,000 shares, consisting
of 1,000,000 shares of preferred stock, par value $.0l per share ("Preferred
Stock"), and 50,000,000 shares of common stock, par value $.01 per share
("Common Stock").
The Preferred Stock may be issued, from time to time, in one
or more series as authorized by the Board of Directors. The Board of Directors,
by resolution, shall designate that series to distinguish it from other series
and classes of stock of the Corporation, shall specify the number of shares to
be included in the series, and shall fix the terms, rights, restrictions, and
qualifications of, the shares of the series, including any preferences, voting
power, dividend rights and redemption, sinking fund and conversion rights. The
relative powers, preferences and rights of each series of Preferred Stock in
relation to the powers, preferences and rights of each other series of Preferred
Stock shall be as fixed from time to time by the Board of Directors in the
resolution or resolutions authorizing the issuance of each series adopted by the
Board of Directors.
Except as otherwise required by law, this Certificate of
Incorporation or the provisions of any resolutions adopted by the Board of
Directors authorizing the issuance of Preferred Stock, each holder of shares of
Common Stock shall be entitled to one vote in respect of each share of Common
Stock held in his name on the books of the Corporation on each matter voted upon
by the stockholders. Cumulative voting of shares of Common Stock is expressly
prohibited.
ARTICLE V
The business affairs of the Corporation shall be managed by or
under the direction of a Board of Directors, except as otherwise provided by law
or by this Certificate of Incorporation.
The Board of Directors shall have the power to make, alter,
amend, change, add to or repeal the bylaws of the Corporation.
The Board of Directors shall consist of such number of
directors that, from time to time, shall be fixed by, or in the manner provided
in, the bylaws of the Corporation. Election of directors need not be by written
ballot unless the bylaws so provide.
The directors to be elected at the 1998 Annual Meeting of
Stockholders shall be divided into three classes as nearly equal in number as
possible, and designated as Class I, Class II and Class III. Class I directors
shall be elected initially for a term expiring at the 1999 Annual Meeting of
Stockholders, Class II directors shall be elected initially for a term expiring
at the 2000 Annual Meeting of Stockholders, and Class III directors shall be
elected initially for a term expiring at the 2001 Annual Meeting of
Stockholders. Members of each class shall hold office until their successors are
elected and qualified. At the 1999 Annual Meeting of Stockholders and at each
subsequent annual meeting of the stockholders of the Corporation, the successors
of the class of directors whose term expires at that meeting shall be elected by
a plurality vote of all votes cast at such meeting, to hold office for a term
expiring at the Annual Meeting of Stockholders held in the third year following
the year of their election, and until their successors are elected and
qualified.
In addition to the powers and authority conferred upon the
Board of Directors by statute or by this Certificate of Incorporation, the Board
of Directors is hereby empowered to exercise all such powers and do all such
acts and things as may be exercised or done by the Corporation, subject to the
provisions of the DGCL, this Certificate of Incorporation and any bylaws adopted
by the stockholders; provided, however, that no bylaws adopted by the
stockholders shall invalidate any prior act of the Board of Directors that would
have been valid if such bylaws had not been adopted.
ARTICLE VI
A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
DGCL is amended after the date of filing of this Certificate of Incorporation to
authorize any corporate action which further eliminates or limits the personal
liability of directors, then the liability of a director of the Corporation, in
addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the DGCL as amended. Any repeal or
modification of this Article VI by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Corporation existing at the time of such repeal
or modification.
IN WITNESS WHEREOF, the undersigned has executed this Second
Amended and Restated Certificate of Incorporation on behalf of the Corporation
on June 1, 1998.
Attest:
FOSSIL, INC.
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T.R. Tunnell
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Tom Kartsotis
Senior Vice President, Chief Legal Officer
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Chairman of the Board and Chief
& Secretary
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Executive Officer