OXFORD INDUSTRIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE.
(a) The purpose of this Plan is to provide Employees of the Company and
its Designated Subsidiaries with an opportunity to become more personally
invested in the Company by purchasing the Common Stock of the Company at a
discount through payroll deduction. The Company believes that employee
participation in the ownership of the business will be to the mutual benefit of
both the employees and the Company. This Plan document is an omnibus document
that includes a sub-plan ("Statutory Plan") designed to permit offerings of
grants to employees of certain Subsidiaries that are Designated Subsidiaries
where such offerings are intended to satisfy the requirements of Section 423 of
the Code (although the Company makes no undertaking nor representation to obtain
or maintain qualification under Section 423 for any Subsidiary, individual,
offering or grant) and also separate sub-plans ("Non-Statutory Plans") which
permit offerings of grants to employees of certain Designated Subsidiaries which
are not intended to satisfy the requirements of Section 423 of the Code. Section
3 of the Plan sets forth the maximum number of shares to be offered under the
Plan (and its sub-plans), subject to adjustments as permitted under Section 12.
The Committee shall determine from time to time the method for allocating the
number of such total shares to be offered under each sub-plan. Such
determination shall be in the Committee's discretion and shall not require
shareholder approval.
(b) The Statutory Plan shall be a separate and independent plan from the
Non-Statutory Plans; provided, however, that the total number of shares
authorized to be issued under the Plan applies in the aggregate to both the
Statutory Plan and the Non-Statutory Plans. Offerings under the Non-Statutory
Plans may be made to achieve desired tax or other objectives in particular
locations outside the United States of America or to comply with local laws
applicable to offerings in such foreign jurisdictions.
(c) The terms of the Statutory Plan shall be those set forth in this Plan
document to the extent such terms are consistent with the requirements for
qualification under Code Section 423. The Committee may adopt Non-Statutory
Plans applicable to particular Designated Subsidiaries or locations that are not
participating in the Statutory Plan. The terms of each Non-Statutory Plan may
take precedence over other provisions in this document, with the exception of
Sections 3 and 12 with respect to the total number of shares available to be
offered under the Plan for all sub-plans. Unless otherwise superseded by the
terms of such Non-Statutory Plan, the provisions of this Plan document shall
govern the operation of each Non-Statutory Plan. Except to the extent expressly
set forth herein or where the context suggests otherwise, any reference herein
to "Plan" shall be construed to include a reference to the Statutory Plan and
the Non-Statutory Plans.
2. DEFINITIONS.
As used in the Plan, the following terms, when capitalized, have the
following meanings:
(a) "Board" means the Company's Board of Directors.
(b) "Business Day" means a day that the New York Stock Exchange is open if
the Shares are then listed on such exchange.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means the committee described in Section 10.
(e) "Common Stock" means the common stock of the Company, $1.00 par value
per share, or any stock into which that common stock may be converted.
(f) "Company" means Oxford Industries, Inc., a Georgia corporation, and
any successor corporation.
(g) "Contributions" means all amounts credited to the Participant's
Payroll Deduction Account.
(h) "Corporate Transaction" means (i) any stock dividend, stock split,
combination or exchange of shares, recapitalization or other change in the
capital structure of the Company, (ii) any merger, consolidation, spin-off,
spin-out, split-off, split-up, reorganization, partial or complete liquidation
or other distribution of assets (other than a normal cash dividend), issuance of
rights or warrants to purchase securities or (iii) any other corporate
transaction or event having an effect similar to any of the foregoing.
(i) "Designated Subsidiary" means a Subsidiary that has been designated by
the Board or the Committee as eligible to participate in the Plan as to its
eligible Employees.
(j) "Effective Date" means January 1, 2004.
(k) "Employee" means any person who performs services for, and who is
classified as an employee on the payroll records of, the Company or a Designated
Subsidiary.
(l) "Fair Market Value" means, with respect to any date, the closing price
of the Common Stock on the New York Stock Exchange on that date or, in the event
that the Common Stock is not traded on that date, the closing price on the
immediately preceding trading date. If the Common Stock is no longer traded on
the New York Stock Exchange, then "Fair Market Value" means, with respect to any
date, the fair market value of the Common Stock as determined by the Committee
in good faith.
(m) "Offering Date" means the first Business Day of each Purchase Period.
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(n) "Participant" means a participant in the Plan as described in Section
5.
(o) "Payroll Deduction Account" means the bookkeeping account established
for a Participant in accordance with Section 6.
(p) "Plan" means the Oxford Industries, Inc. Employee Stock Purchase Plan,
as set forth herein, and as amended from time to time.
(q) "Purchase Date" means the last Business Day of each Purchase Period.
(r) "Purchase Period" means a period of three months commencing on January
1, April 1, July 1 and October 1 of each year, or such other period as
determined by the Committee; provided, however, that in no event will any
Purchase Period be longer than 27 months.
(s) "Purchase Price" means an amount equal to 85% of the Fair Market Value
of a Share on the Purchase Date.
(t) "Share" means a share of Common Stock, as adjusted in accordance with
Section 12.
(u) "Subsidiary" means a domestic or foreign corporation of which not less
than 50% of the voting shares are held by the Company or a Subsidiary, whether
or not such corporation now exists or is hereafter organized or acquired by the
Company or a Subsidiary. The definition of Subsidiary should be interpreted so
as to include any entity that would be treated as a "subsidiary corporation"
under Code Section 424(f).
3. RESERVED SHARES. Subject to adjustments as provided in Section 12, the
maximum number of Shares available for purchase on or after the Effective Date
is 250,000 Shares. Shares issued under the Plan may be Shares of original
issuance, Shares held in treasury, or Shares that have been reacquired by the
Company.
4. ELIGIBILITY.
(a) Eligible Employees. Any person who, as of an Offering Date in a given
Purchase Period, (i) has been an Employee for a period of at least 90 days, (ii)
is regularly scheduled to work at least 25 hours per week and (iii) is regularly
scheduled to work at least five months per year, will be eligible to participate
in the Plan for that Purchase Period, subject to the requirements of Section 5
and the limitations imposed by Code Section 423(b).
(b) Five Percent Shareholders. Notwithstanding any other provision of the
Plan, no Employee will be eligible to participate in the Plan if the Employee
(or any other person whose stock would be attributed to the Employee pursuant to
Code Section 424(d)) owns capital stock of the Company and/or holds outstanding
options to purchase stock possessing five percent (5%) or more of the total
combined voting power or value of all classes of stock of the Company or of any
Subsidiary.
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5. PARTICIPATION. An Employee may become a Participant in the Plan by
completing a payroll deduction authorization form and any other required
enrollment documents provided by the Committee or its designee and submitting
them to the Committee or its designee in accordance with the rules established
by the Committee. The enrollment documents will set forth the dollar amount to
be paid as Contributions pursuant to the Plan. In countries where payroll
deductions are not feasible, the Committee may permit an Employee to participate
in the Plan by an alternative means, such as by check.
6. CONTRIBUTIONS.
(a) Payroll Deductions. A Participant's payroll deductions will begin with
the first payroll paid following the Offering Date and will end on the last
payroll paid on or before the Purchase Date of the Purchase Period. A
Participant's enrollment documents will remain in effect for successive Purchase
Periods unless the Participant timely submits new enrollment documents to change
the rate of payroll deductions for a subsequent Purchase Period in accordance
with rules established by the Committee.
(b) Payroll Deduction Account. The Committee will credit the amount of
each Participant's Contributions to the Participant's Payroll Deduction Account.
A Participant may not make any additional payments to the Participant's Payroll
Deduction Account, except as expressly provided in the Plan or as authorized by
the Committee.
(c) No Changes to Payroll Deductions. A Participant may not change or
cease payroll deductions once a Purchase Period has begun.
(d) No Interest. No interest or other earnings will accrue on a
Participant's Contributions to the Plan except to the extent payment of interest
on such amount is required by the laws of any applicable jurisdiction.
(e) Foreign Currency. Except as otherwise specified by the Committee,
payroll deductions made with respect to Employees paid in currencies other than
U.S. dollars will be accumulated in local currency and converted to U.S. dollars
as of the Purchase Date.
7. LIMITATION ON PURCHASES.
Participant purchases are subject to the following limitations:
(a) Purchase Period Limitation. Subject to the calendar year limits
provided by Section 7(b), the maximum number of Shares that a Participant will
have the right to purchase in any Purchase Period will be determined by dividing
(i) $25,000 by (ii) the Fair Market Value of one Share on the Offering Date for
such Purchase Period.
(b) Calendar Year Limitation. No right to purchase Shares under the Plan
will be granted to an Employee if such right, when combined with all other
rights and options granted under all of the Code Section 423 employee stock
purchase plans of the Company, its Subsidiaries or any parent corporation
(within the meaning of Code Section 424(e)), would
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permit the Employee to purchase (i) more than 2,000 Shares in a calendar year or
(ii) Shares with a Fair Market Value (determined at the time the right or option
is granted) in excess of $25,000 for each calendar year in which the right or
option is outstanding at any time, determined in accordance with Code Section
423(b)(8).
(c) Refunds. As of the first Purchase Date on which this Section limits a
Participant's ability to purchase Shares, the Participant's payroll deductions
will terminate, and the Participant will receive a refund of the balance in the
Participant's Payroll Deduction Account as soon as practicable after the
Purchase Date.
8. STOCK PURCHASES.
(a) Automatic Purchase. On each Purchase Date, each Participant will be
deemed, without further action, to have elected to purchase the number of whole
Shares that the Participant's Payroll Deduction Account balance can purchase at
the Purchase Price on that Purchase Date. Except as otherwise specified by the
Committee, any amounts that are not sufficient to purchase a whole Share will be
retained in the Participant's Payroll Deduction Account for the subsequent
Purchase Period. Any other amounts remaining in the Participant's Payroll
Deduction Account after the Purchase Date will be returned to the Participant.
(b) Delivery of Shares. As soon as practicable after each Purchase Date,
the Committee will arrange for the delivery of the Shares purchased by
Participants on the Purchase Date. The Committee may permit or require that
Shares purchased under the Plan be deposited directly with a provider designated
by the Committee. The Committee may require that Shares be retained by the
designated provider for a specified period of time and may restrict dispositions
during that period, and the Committee may establish other procedures to permit
tracking of disqualifying dispositions of the Shares or to restrict transfer of
the Shares.
(c) Notice Restrictions. The Committee may require, as a condition of
participation in the Plan, that each Participant agree to notify the Company if
the Participant sells or otherwise disposes of any Shares within two years of
the Offering Date or one year of the Purchase Date for the Purchase Period in
which the Shares were purchased.
(d) Shareholder Rights. A Participant will have no interest or voting
right in a Share until a Share has been purchased on the Participant's behalf
under the Plan.
9. EMPLOYMENT TERMINATION.
(a) Termination of Employment. If a Participant's employment with the
Company or a Designated Subsidiary terminates for any reason, the Participant
will cease to participate in the Plan and the Company or its designee will
refund the balance in the Participant's Payroll Deduction Account to the
Participant or the Participant's estate or legal representative. Whether and
when employment shall be deemed terminated for purposes of this Plan shall be
determined by the Committee in its sole discretion and may be determined without
regard to statutory notice periods or other periods following termination of
active employment.
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(b) Ineligible Employee. In the a Participant ceases to be an eligible
Employee for any reason other than employment termination at any time during a
Purchase Period, at the election of the Participant, the Participant's Payroll
Deduction Account balance will, in the Committee's discretion, be (i)
distributed to the Participant, or (ii) held until the end of the Purchase
Period and applied to purchase Shares in accordance with Section 6.
(c) Leaves of Absence. The Committee may establish rules regarding when
leaves of absence will be considered a termination of employment.
10. PLAN ADMINISTRATION.
(a) The Plan shall be administered by the Board. The Board may delegate
any or all of its authority and obligations under this Plan to such committee or
committees (including without limitation, a committee of the Board) or
officer(s) of the Company as it may designate. Notwithstanding any such
delegation of authority, the Board may itself take any action under the Plan in
its discretion at any time, and any reference in this Plan document to the
rights and obligations of the Committee shall be construed to apply equally to
the Board. Any references to the Board mean only the Board. The authority that
may be delegated by the Board includes, without limitation, the authority to (i)
establish Non-Statutory Plans and determine the terms of such sub-plans, (ii)
designate from time to time which Subsidiaries will participate in the Statutory
Plan, which Subsidiaries will be Designated Subsidiaries, and which Designated
Subsidiaries will participate in a particular Non-Statutory Plan, (iii)
determine procedures for eligible employees to enroll in or withdraw from a
sub-plan, setting or changing payroll deduction percentages, and obtaining
necessary tax withholdings, (iv) allocate the available shares under the Plan to
the sub-plans for particular offerings, and (v) adopt amendments to the Plan or
any sub-plan including, without limitation, amendments to increase the shares
available for issuance under the Plan pursuant to Section 13 (but not including
increases in the available shares above the maximum permitted by Section 3 which
shall require Board and shareholder approval).
(b) The Committee shall be vested with full authority and discretion to
construe the terms of the Plan and make factual determinations under the Plan,
and to make, administer, and interpret such rules and regulations as it deems
necessary to administer the Plan, and any determination, decision, or action of
the Committee in connection with the construction, interpretation,
administration, or application of the Plan shall be final, conclusive, and
binding upon all participants and any and all persons claiming under or through
any participant. The Committee may retain outside entities and professionals to
assist in the administration of the Plan including, without limitation, a vendor
or vendors to perform enrollment and brokerage services. The authority of the
Committee will specifically include, without limitation, the power to make any
changes to the Plan with respect to the participation of employees of any
Subsidiary that is organized under the laws of a country other than the United
States of America when the Committee deems such changes to be necessary or
appropriate to achieve a desired tax treatment in such foreign jurisdiction or
to comply with the laws applicable to such non-U.S. Subsidiaries. Such changes
may include, without limitation, the exclusion of particular Subsidiaries from
participation in the plan; modifications to eligibility criteria, maximum number
or value of shares that may be purchased in a given period, or other
requirements set forth herein; and procedural or
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administrative modifications. Any modification relating to offerings to a
particular Designated Subsidiary will apply only to such Designated Subsidiary,
and will apply equally to all similarly situated employees of such Designated
Subsidiary. The rights and privileges of all employees granted options under the
Statutory Plan shall be the same. To the extent any changes approved by the
Committee would jeopardize the tax-qualified status of the Statutory Plan, such
change shall cause the Designated Subsidiaries affected thereby to be considered
to be Designated Subsidiaries under a Non-Statutory Plan or Non-Statutory Plans
instead of the Statutory Plan.
11. RIGHTS NOT TRANSFERABLE. Rights under the Plan are not transferable by
a Participant and, during the Participant's lifetime, may be exercised only by
the Participant.
12. CAPITAL CHANGES. In the event of a Corporate Transaction, other than a
Corporate Transaction in which the Company is not the surviving corporation, the
number and kind of shares of stock or securities of the Company to be subject to
the Plan, the maximum number of shares or securities that may be delivered under
the Plan, and the selling price and other relevant provisions of the Plan will
be appropriately adjusted by the Committee, whose determination will be binding
on all persons. If the Company is a party to a Corporate Transaction in which
the Company is not the surviving corporation, the Committee may take such
actions with respect to the Plan as the Committee deems appropriate.
13. AMENDMENT. The Board may at any time, or from time to time, amend the
Plan in any respect. The stockholders of the Company, however, must approve any
amendment that would increase the number of Shares that may be issued under the
Plan pursuant to options intended to qualify under Code Section 423 (other than
an increase merely reflecting a change in capitalization of the Company pursuant
to Section 12) or a change in the designation of any corporations (other than a
Subsidiary) whose employees become Employees under the Plan.
14. PLAN TERMINATION. The Plan and all rights of Employees under the Plan
will terminate: (a) on the Purchase Date on which Participants become entitled
to purchase a number of Shares greater than the number of reserved Shares
remaining available for purchase as set forth in Section 3, or (b) at any date
at the discretion of the Board. In the event that the Plan terminates under
circumstances described in (a) above, reserved Shares remaining as of the
termination date will be made available for purchase by Participants on the
Purchase Date on a pro rata basis based on the amount credited to each
Participant's Payroll Deduction Account. Upon termination of the Plan, each
Participant will receive the balance in the Participant's Payroll Deduction
Account.
15. GOVERNMENT REGULATIONS. The Plan, the grant and exercise of the rights
to purchase Shares under the Plan, and the Company's obligation to sell and
deliver Shares upon the exercise of rights to purchase Shares, will be subject
to all applicable federal, state and foreign laws, rules and regulations, and to
such approvals by any regulatory or government agency as may, in the opinion of
counsel for the Company, be required or desirable. To the extent any (i) grant
of an option to purchase Shares hereunder, (ii) purchase of Shares hereunder, or
(iii) disposition of Shares purchased hereunder gives rise to any tax
withholding obligation (including, without limitation, income and payroll
withholding taxes imposed by any jurisdiction), the Committee may implement
appropriate procedures to ensure that such tax
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withholding obligations are met. Such procedures may include, without
limitation, increased withholding from an employee's current compensation, cash
payments to the Company or another Designated Subsidiary by an employee, or a
sale of a portion of the stock purchased under the Plan, which sale may be
required and initiated by the Company. Any such procedure, including offering
choices among procedures, will be applied consistently with respect to all
similarly situated employees participating in the Plan (or in an offering under
the Plan), except to the extent any procedure may not be permitted under the
laws of the applicable jurisdiction.
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