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EXHIBIT 10(q)
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LIZ CLAIBORNE, INC. 1992 STOCK INCENTIVE PLAN
STOCK OPTION
GRANT DATE: GRANT PRICE: GOOD UNTIL:
Social Security Number: This Certifies That: Certificate Number:
Has an Option to Purchase Shares
of Common Stock, $1.00 par value, of Liz Claiborne, Inc., a Delaware
corporation, at $ per share subject to the terms and conditions set forth
on the reverse side hereof and as set forth in the Liz Claiborne, Inc. 1992
Stock Incentive Plan.
IN WITNESS WHEREOF, Liz Claiborne, Inc. has caused this certificate to be duly
executed in its name by signature of its proper officers.
LIZ CLAIBORNE, INC.
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Paul R. Charron Samuel Miller
Chairman and Chief Executive Officer Senior Vice President - Finance and
Chief Financial Officer
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STOCK OPTION GRANT CERTIFICATE - ADDITIONAL TERMS
1. GRANT OF OPTION - Liz Claiborne, Inc. (the "Company") hereby grants to
the person named on the face of this Certificate (the "Optionee") a
nonqualified stock option (the "Option") to purchase the number of
shares of common stock of the Company at a purchase price as specified
on the face hereof. It is intended that the Option shall not qualify as
an "incentive stock option" as defined in section 422 of the Internal
Revenue Code of 1986, as amended.
2. EXERCISABILITY - Subject to the further terms included herein, the
Option shall become exercisable with respect to 25% of the shares of
Common Stock initially subject thereto on the first anniversary of the
date of grant and with respect to an additional 25% and 50% of such
shares on the second and third anniversaries of the grant date. Unless
earlier terminated pursuant to the provisions of the 1992 Stock
Incentive Plan (the "Plan), the unexercised portion of the Option shall
expire and cease to be exercisable at midnight on the tenth anniversary
of the grant date of the option. The Option may be partially exercised
from time to time up to the amount of shares exercisable at such time
as set forth above.
3. EXERCISING OPTIONS - Subject to the terms and conditions of the Plan,
the Optionee may exercise Options by giving notice of exercise to the
Company or its designee accompanied by payment of the aggregate Option
exercise price for the shares being purchased together with any amount
which the Company or its subsidiaries may be required to withhold upon
such exercise in respect of applicable foreign, federal (including
FICA), state and local taxes, all in such manner as specified from time
to time by the Company. Each such exercise notice shall specify the
number of shares of Company common stock to be purchased, the Option
exercise price, the grant date, and such other matters as may be
required by the the Company or the Company's Stock Option Committee.
4. TERMINATION OF EMPLOYMENT
4.1 Upon termination of the Optionee's employment for any reason,
the Option shall terminate and expire, except as provided in
Section 4.2 or 4.3 below.
4.2 If the Optionee's employment terminates for any reason other
than death, dismissal for cause or resignation without the
Company's prior consent, the Option shall be exercisable but
only to the extent is was exercisable at the time of such
termination and only until the earlier of the expiration date
of the Option, determined pursuant to Section 2 above, or the
expiration of either (a) three months following employment
termination or (b) in the case of Retirement (as defined),
three years following the date of Retirement. "Retirement"
shall mean Optionee's 65th birthday, on or after the date on
which Optionee has attained age 60 and completed at least six
years of Vesting Service (as defined in and determined under
the Liz Claiborne Profit Sharing Plan, as the same has been
and may from time to time be amended) or, if approved by the
committee, on or after the date Optionee has completed at
least 20 years of Vesting Service.
4.3 If the Optionee dies while employed by the Company or after
employment terminates but during a period in which the option
is exercisable pursuant to Section 4.2 above, the Option shall
be exercisable but only to the extent it was exercisable at
the time of death and only until the earlier of the expiration
date of the Option, determined pursuant to Section 2 above, or
the first anniversary of the date of the Optionee's death.
5. PLAN PROVISIONS TO PREVAIL - The Option is subject to all of the terms
and provisions of the Plan. Without limiting the generality of the
foregoing, by accepting the grant of the Option the Optionee agrees
that no member of the Company's Stock Option 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 of the Plan, the provisions of the Plan shall govern.
6. NOTICES - Any notice to be given to the Company hereunder shall be in
writing and shall be addressed to the Senior Vice President, Finance,
Liz Claiborne, Inc. One Claiborne Avenue, North Bergen, NJ 07047, or at
such other address as the Company may hereafter designate to the
Optionee by notice as provided in this Section 6. Any notice to be
given to the Optionee hereunder shall be addressed to the Optionee at
the address set forth on the front of this Certificate, or at such
other address as the Optionee 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.
7. 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
4.1 above and with the Plan, the heirs and personal representatives of
the Optionee.
8. GOVERNING LAW - The Option and this Certificate shall be interpreted,
construed and administered in accordance with the laws of the State of
New York.
9. RECEIPT OF PROSPECTUS - By accepting delivery of this Certificate, the
Optionee 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.