EXHIBIT 10.2
FORM OF
OXFORD INDUSTRIES, INC.
NON-EMPLOYEE DIRECTOR
PERFORMANCE SHARE AWARD AGREEMENT
This Agreement is entered into as of August 25, 2005, by and between <<Name>>
("you") and Oxford Industries, Inc., a Georgia corporation ("Oxford"), to set
forth the terms and conditions of a Performance Share Award granted to you
pursuant to the Oxford Industries, Inc. Long-Term Stock Incentive Plan (the
"Plan"). All capitalized terms have the meanings set forth in the Plan unless
otherwise specifically provided.
1. Performance Share Award. Oxford hereby grants to you a Performance
Share Award, subject to the terms and conditions of this Agreement and
of the Plan and to your consent to those terms and conditions. A
Performance Share Award provides you with the opportunity to earn
restricted shares of Oxford's Common Stock, par value $1.00 per share
("Restricted Stock"), contingent upon the achievement of Performance
Objectives established by the Committee. All capitalized terms have
the meanings set forth in the Plan unless otherwise specifically
provided.
2. Performance Objective Achievement Required. You will receive shares of
Restricted Stock under this Performance Share Award only if Oxford
achieves the Performance Objectives during the Performance Period and
the Committee certifies in writing that the Performance Objectives
have been achieved. If the Performance Objectives are not achieved, a
portion or all of your Performance Share Award will be canceled and
you will receive no Restricted Stock for the canceled portion of the
Award.
3. Performance Share Award Opportunity. This Performance Share Award
offers you the opportunity to earn the number of shares of Restricted
Stock specified below.
<Table>
<Caption>
Threshold Share Opportunity Target Share Opportunity Maximum Share Opportunity
1 Share <<Target Shares>>Shares <<Maximum Shares>>Shares
</Table>
4. Performance Period. The Performance Period shall be the period
beginning June 4, 2005 and ending June 2, 2006.
5. Performance Objectives. You will earn shares of Restricted Stock under
this Performance Share Award based on Oxford's "Earnings per Share"
during the Performance Period. For purposes of this Agreement,
Earnings per Share shall be equal to the basic Earnings per Share
calculated in accordance with accounting principles generally accepted
in the United States and as reported in Oxford's financial statements
as filed with the Securities Exchange Commission, except that certain
adjustments may be made for certain non-recurring or unusual non-cash
items recognized in accordance with accounting principles generally
accepted in the United States including, but not limited, to any
write-offs of unamortized deferred financing costs and any asset
impairment write-downs, which the Committee determines in its sole
discretion to exclude for purposes of this Agreement.
The Threshold Earnings per Share is $3.33 per share. The Target
Earnings per Share is $3.45 and the Maximum Earnings per Share is
$3.57 per share. If Oxford attains less than the Threshold Earnings
per Share, you will not earn any Shares under this Restricted Share
Unit Award. If Oxford attains the Threshold Earnings per Share and you
continue to serve Oxford or a Subsidiary as set forth in Section 7
hereof, you will have the opportunity to earn one Share. If Oxford
attains the Target Earnings per Share and you continue to serve Oxford
or a Subsidiary as set forth in Section 7 hereof, you will have the
opportunity to earn the number of Shares specified in Section 3 hereof
as the Target Share Opportunity. The maximum number of shares you will
have the opportunity to earn is set forth in Section 3 hereof as the
Maximum Share Opportunity. The number of Shares you will have the
opportunity to earn at any Earnings per Share level between the
Threshold and Target and Target and Maximum will be pro-rated based on
Oxford's actual Earnings per Share for the Performance Period. All
determinations as to the Earnings per Share achieved and the number of
Shares you will have the opportunity to earn shall be in the sole
discretion of the Committee, and its determinations shall be final and
binding on all parties.
6. Forfeiture of Performance Share Award. You will completely forfeit
your entire interest in this Performance Share Award (and will receive
no consideration from Oxford on account of such forfeiture) if your
service with Oxford terminates for any reason whatsoever before the
end of the Performance Period, unless (a) the Committee waives this
forfeiture condition at the time your service terminates, as evidenced
by a written waiver adopted by the Committee, (b) your service with
Oxford terminates at the regularly-scheduled end of a term or (c) your
service with Oxford terminates by reason of your death or your
disability, as determined by the Committee in its absolute discretion.
The number of Shares that you will have the opportunity to earn in any
such circumstance shall be determined by the Committee in its sole
discretion.
7. Payment of Awards. Following the end of the Performance Period, the
Committee will determine in its sole discretion the number of shares
of Restricted Stock that have been earned by you under this
Performance Share Award, and that determination shall be final and
binding upon all parties. Following Committee certification of the
number of shares of Restricted Stock to be issued to you, a restricted
stock certificate will be issued in your name subject to the condition
that Oxford, or its designated agent, shall hold the shares of
Restricted Stock until June 2, 2009.
8. Transfer of Restricted Stock. Unless you forfeit the shares of
Restricted Stock pursuant to Paragraph 9 below, Oxford will transfer
physical custody of the shares of Restricted Stock to you on June 2,
2009 (or if such date is not a business day, on the next business day)
free of any forfeiture restrictions.
9. Forfeiture Restriction. You will completely forfeit your entire
interest in the Restricted Stock (and shall receive no consideration
from Oxford on account of such forfeiture) if your service with Oxford
terminates for any reason whatsoever before June 2, 2009, unless (a)
the Committee waives this forfeiture condition at the time your
service terminates, as evidenced by a written waiver adopted by the
Committee, (b) your service with Oxford terminates at the
regularly-scheduled end of a term or (c) your service with Oxford
terminates by reason of your death or your disability, as determined
by the Committee in its absolute discretion.
10. Voting and Dividend Rights. You will have all voting rights and rights
to dividends paid in cash with respect to the shares of Restricted
Stock earned pursuant to this Performance Share Award. You will not be
entitled to any dividend or voting rights during the Performance
Period or prior to the date that the Restricted Stock is earned and
issued to you.
11. Non-transferability. Neither this Performance Share Award nor any
Restricted Stock that you may earn under this Performance Share Award
may be anticipated, alienated, encumbered, sold, pledged, assigned,
transferred or subjected to any charge or legal process, other than by
will or the laws of descent and distribution, and any sale, pledge,
assignment or other attempted transfer shall be null and void.
12. Electronic Delivery and Signatures. You hereby consent and agree to
electronic delivery of any Plan documents, proxy materials, annual
reports and other related documents. If Oxford establishes procedures
for an electronic signature system for delivery and acceptance of Plan
documents (including documents relating to any award or grant made
under the Plan), you hereby consent to such procedures and agree that
your electronic signature is the same as, and shall have the same
force and effect as, your manual signature. You consent and agree that
any such procedures and delivery may be effected by a third party
engaged by Oxford to provide administrative services related to the
Plan, including any award or grant made under the Plan.
13. Successors and Heirs. This Agreement shall be binding upon and inure
to the benefit of Oxford and its successors and assigns, and upon any
person acquiring, whether by merger, consolidation, purchase of assets
or otherwise, all or substantially all of Oxford's assets and
business.
14. Governing Law. This Performance Share Award and the issuance of any
Restricted Stock under this Performance Share Award will be construed,
administered and governed in all respects under and by the applicable
laws of the State of Georgia, without regard to any conflicts or
choice of law rule or principle.
15. Tax Withholding. Oxford shall have the right to (i) make deductions
from the number of shares of Restricted Stock otherwise deliverable to
you (and other amounts payable under this Agreement) in an amount
sufficient to satisfy withholding of any federal, state or local taxes
required by law, or (ii) take such other action as may be necessary or
appropriate to satisfy any such tax withholding obligations.
16. No Guarantee of Continued Service. This Agreement shall not confer
upon you any right with respect to continuance of service with Oxford,
nor shall it interfere in any way with any right that Oxford would
otherwise have to terminate your service at any time.
17. Entire Agreement; Amendment. This Agreement contains the entire
agreement between the parties hereto with respect to the subject
matter contained herein, and supersedes all prior agreements or prior
understandings, whether written or oral, between the parties relating
to such subject matter. This Agreement may be amended by a writing
signed by both parties.
18. Incorporation by Reference. This Agreement is subject in all respects
to the terms and provisions of the Plan, all of which terms and
provisions are made a part of and incorporated in this Agreement as if
they were each expressly set forth herein. In the event of any
conflict between the terms of this Agreement and the terms of the Plan
document, the Plan document shall control.
IN WITNESS WHEREOF, this Performance Share Award Agreement has been executed and
delivered by Oxford on the terms and conditions set forth above.
OXFORD INDUSTRIES, INC.
By:
Title:
I hereby agree to the terms and conditions of this Performance Share Award
Agreement as a condition of the grant made to me.
<<Director Name>>