Exhibit 10.142
TIFFANY & CO.
A DELAWARE CORPORATION
(THE "COMPANY")
TERMS OF STOCK OPTION AWARD
(TRANSFERABLE NON-QUALIFIED OPTION )
UNDER THE
1998 DIRECTORS OPTION PLAN
(THE "PLAN")
TERMS ADOPTED JANUARY 21, 1999 AND REVISED 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 Compensation Subcommittee of the
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. 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.
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 THE THE OPTION SHALL MATURE WITH THE RESPECT TO THE FOLLOWING
OF THE GRANT DATE: PERCENTAGE ("INSTALLMENT") OF THE COVERED SHARES:
- ------------------------------- -------------------------------------------------------------
One-year anniversary 50%
Two-year anniversary 50%
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 Service as a Director. 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 "Change of Control" so as to
specify additional circumstances which shall be deemed to constitute a Change of
Control.
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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 or Retirement, the three month anniversary of
such 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; 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.
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. Distributions on the exercise of the Option by Non-Employee
Directors are not subject to withholding of applicable taxes. The Participant
shall be responsible for payment of all applicable taxes. In the event that such
distributions become subject to withholding of applicable taxes, Participant
will be required to make such payment to Company at the time of exercise, in
addition to the payment set forth in Section 7 above.
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 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
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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
service on the Board of Directors terminates for any reason.
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.
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f. Non-Employee Director. A Non-Employee Director means a member of the Board
who is not at the time also an employee of the Company or a Related
Company.
g. 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.
h. Retirement. "Retirement" of the Participant shall mean the occurrence of
the Participant's Date of Termination of service on the Board by reason of
the Participant's retirement from the Board at or after age 72 or the age
provided in any mandatory Non-Employee Director retirement plan
subsequently adopted by the Company.
i. 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.
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 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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