Exhibit 10.144
TRANSFERABLE
OPTION
TIFFANY & CO. TERMS
A DELAWARE CORPORATION REV. IV
(THE "COMPANY")
TERMS OF STOCK OPTION AWARD
(TRANSFERABLE NON-QUALIFIED OPTION )
UNDER THE
1998 EMPLOYEE INCENTIVE PLAN
(THE "PLAN")
TERMS ADOPTED MAY 21, 1998, REVISED JANUARY 21, 1999, NOVEMBER 15, 2001 AND
MARCH 7, 2005
1. Introduction and Terms of Option. Participant has been granted a
Non-Qualified Stock Option Award (the "Option") to purchase shares of the
Company's Common Stock under the Plan by the Stock Option Subcommittee of the
Company's Board of Directors (the "Committee"). The name of the "Participant",
the "Grant Date", the number of "Covered Shares" and the "Exercise Price" per
Share are stated in the attached "Notice of Grant". The other terms and
conditions of the Option are stated in this document and in the Plan. Certain
initially capitalized words and phrases used in this document are defined in
paragraph 10 below and elsewhere in this document.
2. Award and Exercise Price; Option Not An Incentive Stock Option. Subject to
the terms and conditions stated in this document, the Option gives Participant
the right to purchase the Covered Shares from the Company at the Exercise Price.
THE OPTION IS NOT INTENDED TO CONSTITUTE AN "INCENTIVE STOCK OPTION" AS THAT
TERM IS USED IN THE CODE.
3. Earliest Dates for Exercise - Cumulative Installments. Unless otherwise
provided in paragraphs 4, 5 or 6 below, the Option shall become exercisable
("mature") in cumulative installments according to the following schedule:
AS OF THE FOLLOWING ANNIVERSARY OF THE OPTION SHALL MATURE WITH THE RESPECT TO THE FOLLOWING PERCENTAGE
THE GRANT DATE: ("INSTALLMENT") OF THE COVERED SHARES:
- ---------------------------------- --------------------------------------------------------------------
One-year anniversary 25%
Two-year anniversary 25%
Three-year anniversary 25%
Four-year anniversary 25%
Once an installment of the Option matures, as provided in the above schedule, it
shall continue to be exercisable with all prior installments on a cumulative
basis until the Option expires.
4. Effect of Termination of Employment. An installment of the Option shall not
mature if the Participant's Date of Termination occurs before the anniversary of
the Grant Date on which such installment was scheduled to mature, unless the
Participant's Date of Termination occurs by reason of death or Disability, in
which case all installments of the Option which have not previously matured
shall mature on said Date of Termination. Installments of the Option which
mature on or prior to Participant's Date of Termination will remain exercisable,
subject to expiration as provided in paragraph 6 below.
5. Effect of Change in Control. All installments of the Option shall mature upon
the date of a Change of Control unless the Participant's Date of Termination
occurs before the date of the Change of Control.
The Committee reserves the right to unilaterally amend the definition of a
"Change of Control" so as to specify additional circumstances which shall be
deemed to constitute a Change of Control.
6. Expiration. The Option, including matured installments thereof, shall not be
exercisable in part or in whole on or after the Expiration Date. The "Expiration
Date" shall be the earliest to occur of:
a. the ten-year anniversary of the Grant Date;
b. if the Participant's Date of Termination occurs by reason of death,
Disability or Retirement, the two-year anniversary of such Date of
Termination;
c. if the Participant's Date of Termination occurs for reasons other than
death, Disability, Retirement or Termination for Cause, the three month
anniversary of such Date of Termination;
d. if the Participant's Date of Termination occurs by reason of Termination
for Cause, the Date of Termination.
7. Methods of Option Exercise. The Option may be exercised in whole or in part
as to any Shares that have matured by filing a written notice of exercise with
the Secretary of the Company at its corporate headquarters prior to the
Expiration Date. Such notice shall specify the number of Shares which the
Participant elects to purchase and shall be accompanied by either of the
following:
a. a bank-certified check payable to the Company (or other type of check or
draft payable to the Company and acceptable to the Secretary) in the
amount of the Exercise Price for the Shares being exercised plus any tax
withholding resulting from such exercise as computed by Tiffany and
Company's payroll department; or
b. a copy of directions to, or a written acknowledgment from, an Approved
Broker that the Approved Broker has been directed to sell, for the account
of the owner of the Option, Shares (or a sufficient portion of the Shares)
acquired upon exercise of the Option, together with an undertaking by the
Approved Broker to remit to the Company a sufficient portion of the sale
proceeds to pay the Exercise Price for the Shares exercised plus any tax
withholding resulting from such exercise as computed by Tiffany and
Company's payroll department.
In the case of exercise via method (a), the exercise shall be deemed complete on
the Company's receipt of such notice and said check or draft. In the case of
exercise via method (b), the exercise shall be deemed complete on the trade date
of the sale. The Committee may approve other methods of exercise, as provided
for in the Plan, before the Option is exercised.
8. Withholding. All distributions on the exercise of the Option are subject to
withholding of all applicable taxes. The method for withholding shall be as
provided in paragraph 7 above, unless the Committee approves other methods of
withholding, as provided for in the Plan, before the Option is exercised.
9. Transferability. The Option is not transferable otherwise than by will or the
laws of descent and distribution or pursuant to a "domestic relations order", as
defined in the Code or Title I of the Employee Retirement Income Security Act or
the rules thereunder, and shall not be otherwise transferred, assigned, pledged,
hypothecated or otherwise disposed of in any way, whether by operation of law or
otherwise, nor shall it be subject to execution, attachment or similar process.
Notwithstanding the foregoing, the Option may be transferred by the Participant
to (i) the spouse, children or grandchildren of the Participant (each an
"Immediate Family Member"), (ii) a trust or trusts for the exclusive benefit of
any or all Immediate Family
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Members, or (iii) a partnership in which any or all Immediate Family Members are
the only partners, provided that (x) there may be no consideration paid or
otherwise given for any such transfer, and (y) subsequent transfer of the Option
is prohibited otherwise than by will, the laws of descent and distribution or
pursuant to a domestic relations order. Following transfer, the Option shall
continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer. The provisions of paragraph 4 above shall
continue to be applied with respect to the original Participant following
transfer and the Option shall be exercisable by the transferee only to the
extent, and for the periods specified, herein. Upon any attempt to transfer the
Option otherwise than as permitted herein or to assign, pledge, hypothecate or
otherwise dispose of the Option otherwise than as permitted herein, or upon the
levy of any execution, attachment or similar process upon the Option, the Option
shall immediately terminate and become null and void.
10. Definitions. For the purposes of the Option, the words and phrases listed
below shall be defined as follows:
a. Approved Broker. Means one or more securities brokerage firms designated
by the Secretary of the Company from time to time.
b. Change of Control. A "Change of Control" shall be deemed to have occurred
if :
(i) any person (as used herein, the word "person" shall mean an
individual or an entity) or group of persons acting in concert has
acquired thirty-five percent (35%) in voting power or amount of the
equity securities of the Company (including the acquisition of any
right, option warrant or other right to obtain such voting power or
amount, whether or not presently exercisable);
(ii) individuals who constituted the Board of Directors of the Company on
May 1, 1998 (the "Incumbent Board") cease for any reason to
constitute at least a majority of such Board of Directors, provided
that any individual becoming a director subsequent to May 1, 1988
whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least three-quarters of
the directors comprising the Incumbent Board (either by a specific
vote or by approval of the proxy statement of the Company in which
such individual is named as a nominee for director) shall be, for
the purposes of this paragraph 10(a), considered as though such
individual were a member of the Incumbent Board; or
(iii) any other circumstance with respect to a change in control of the
Company occurs which the Committee deems to be a Change in Control
of the Company.
A Change of Control which constitutes a Terminating Transaction will be
deemed to have occurred as of fourteen days prior to the date scheduled
for the Terminating Transaction if provisions shall not have been made in
writing in connection with such Terminating Transaction for the assumption
of the Option or the substitution for the Option of a new option covering
the stock of a successor employer corporation, or a parent or subsidiary
thereof or of the Company, with appropriate adjustments as to the number
and kind of shares and prices.
c. Code. The Internal Revenue Code of 1986, as amended.
d. Date of Termination. The Participant's "Date of Termination" shall be the
first day occurring on or after the Grant Date on which Participant's
employment with the Company and all Related Companies terminates for any
reason; provided that a termination of employment shall not be deemed to
occur by reason of a transfer of the Participant between the Company and a
Related Company or between two Related Companies; and further provided
that the Participant's
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employment shall not be considered terminated while the Participant is on
a leave of absence from the Company or a Related Company approved by the
Participant's employer or required by applicable law. If, as a result of a
sale or other transaction, the Participant's employer ceases to be a
Related Company (and the Participant's employer is or becomes an entity
that is separate from the Company), the occurrence of such transaction
shall be treated as the Participant's Date of Termination caused by the
Participant being discharged by the employer.
e. Disability. Except as otherwise provided by the Committee, the Participant
shall be considered to have a "Disability" if he or she is unable to
engage in any substantial gainful activity by reason of a medically
determinable physical or mental impairment, which impairment, in the
opinion of a physician selected by the Secretary of the Company, is
expected to have a duration of not less than 120 days.
f. Plan Definitions. Except where the context clearly implies or indicates
the contrary, a word, term, or phrase used in the Plan shall have the same
meaning in this document.
g. Retirement. "Retirement" of the Participant shall mean the occurrence of
the Participant's Date of Termination after age 65 or the occurrence of
the Participant's Date of Termination after age 55 pursuant to the
retirement practices of the Participant's employer.
h. Terminating Transaction. As used herein, the phrase "Terminating
Transaction" shall mean any one of the following:
(i) the dissolution or liquidation of the Company;
(ii) a reorganization, merger or consolidation of the Company; or
(iii) a reorganization, merger or consolidation of the Company with one or
more corporations as a result of which the Company goes out of
existence or becomes a subsidiary of another corporation, or upon
the acquisition of substantially all of the property or more than
eighty percent (80%) of the then outstanding stock of the Company by
another corporation.
i. Termination for Cause. "Termination for Cause" means termination of
employment pursuant to the conduct-based provisions of the employer's
policy on involuntary termination of employment by reason of a
Participant's action or willful omission, including without limitation,
the commission of a crime, fraud, willful misconduct or the unauthorized
use or disclosure of confidential information which has resulted or is
likely to result in damage to the Company or any of its subsidiaries.
11. Heirs and Successors. The terms of the Option shall be binding upon, and
inure to the benefit of, the Company and its successors and assigns, and upon
any person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets and business.
Participant may designate a beneficiary of his/her rights under the Option by
filing written notice with the Secretary of the Company. In the event of the
Participant's death prior to the full exercise of the Option, the Option may be
exercised by such Beneficiary to the extent that it was exercisable on the
Participant's Termination Date and up until its Expiration Date. If the
Participant fails to designate a Beneficiary, or if the designated Beneficiary
dies before the Participant or before full exercise of the Option, the Option
may be exercised by Participant's estate to the extent that it was exercisable
on the Participant's Termination Date and up until its Expiration Date.
12. Administration. The authority to manage and control the operation and
administration of the Option shall be vested in the Committee, and the Committee
shall have all powers with respect to the Option as it has with
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respect to the Plan. Any interpretation of the Option by the Committee and any
decision made by it with respect to the Option is final and binding.
13. Plan Governs. Notwithstanding anything in this Agreement to the contrary,
the terms of the Option shall be subject to the terms of the Plan, a copy of
which may be obtained by the Participant from the office of the Secretary of the
Company.
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