TIFFANY & CO.

a Delaware Corporation

(the “ Parent ”)

TERMS OF RESTRICTED STOCK GRANT

(Non-Transferable)

under the

2005 EMPLOYEE INCENTIVE PLAN

(the “ Plan ”)

Terms Adopted November 20, 2013

1. Introduction and Terms of Grant . Participant has been granted (the “ Grant ”) Stock Units which shall be settled by the issuance and delivery of Shares of Common Stock. The Grant has been made under the Plan by the Stock Option Subcommittee of the Parent Board (the “ Committee ”). The name of the “ Participant ”, the “ Grant Date ” and the number of “ Stock Units ” granted are stated in the attached “ Notice of Grant ”. The other terms and conditions of the Grant are stated in this document and in the Plan. If the Participant has the title of Vice President, Group Vice President, Senior Vice President, Executive Vice President, President or Chief Executive Officer this Grant will be void unless the Participant executes and delivers to the Parent those certain Non-Competition and Confidentiality Covenants in the form approved by the Committee, such delivery to be made prior to or within 180 days after the Grant Date.

2. Grant and Adjustment . Subject to the terms and conditions stated in this document, Participant has been granted Stock Units by the Parent. As of the Grant Date, each Stock Unit has a Settlement Value of one Share, but the number of Shares which shall be issued and delivered pursuant to the Grant on the settlement of each Stock Unit (the “ Settlement Value ”) shall be subject to adjustment as provided in Section 4.2(c) of the Plan, to adjust for, among other corporate developments, stock splits and stock dividends. References to Settlement Values in this document shall be deemed reference to Settlement Values as so adjusted. As anticipated in Section 4.7 of the Plan, Shares that have not been issued and delivered to a Participant shall be represented by Stock Units.

3. Maturity Date - Vesting . Unless otherwise provided in paragraphs 4 or 5 below, 100% of the Stock Units will “mature” and vest on the Maturity Date as such term is defined in the Committee’s resolution authorizing the Grant. Following the Maturity Date, the Settlement Value of the Stock Unit in Shares shall be issued and delivered within thirty (30) days to or for the account of Participant. As provided for in Section 7 below, the Parent may make such delivery to a Service Provider. If the Stock Units fail to mature and vest on or before Participant’s Date of Termination they shall be void and shall not confer upon the owner of such Stock Unit any rights, including any right to any Share . In the event that as of the Maturity Date the Settlement Value will result in a fractional Share, the Parent will not be obligated to issue such fractional Share, and the Parent will not be required to settle any remaining fractional interest in cash.

4. Effect of Termination of Employment on Vesting . A Stock Unit shall not mature and will be deemed to have “ expired ” and shall not be settled for Shares if the Participant’s Date of Termination occurs before the Maturity Date, unless the Participant’s Date of Termination occurs by reason of death, Disability, or an Involuntary Termination, in which case 100% of the Stock Units will “mature” and vest on the Date of Termination and the Settlement Value of the Stock Unit in Shares shall be issued and delivered within thirty (30) days of the Date of Termination to or for the account of Participant.

5 . Effect of Change in Control . 100% of the Stock Units will “mature” and vest upon (i) a Change of Control Date for a Terminating Transaction, or (ii) failing maturity as provided in (i) above, (ii) upon Participant’s Involuntary Termination following a Change of Control Date, and the Settlement Value of the Stock Units in Shares shall be issued and delivered within thirty (30) days of the Change of Control Date or the Date of Termination, as applicable, to or for the account of Participant.

6. No Dividends or Interest . No dividends or interest shall accrue or be payable upon any Stock Unit. Until a Share is issued and delivered it shall not be registered in the name of the Participant.

7. Withholding for Taxes. All distributions of Shares shall be subject to withholding of all applicable taxes as computed by the Employer, and the Participant shall make arrangements satisfactory to the Parent to provide the Parent (or Employer) with funds necessary for such withholding before the Shares are delivered. Without limitation to the Parent’s right to establish other arrangements, the Parent may: (i) designate a single broker or other financial services provider (“ Services Provider ”) to establish trading accounts for Participants (each a “ Participant’s Trading Account ”); (ii) deliver Shares to Participant’s Trading Account; (iii) provide Services Provider with information concerning the applicable tax withholding rates for Participant; (iv) cause Services Provider to sell, on behalf of Participant, sufficient Shares to cover the Parent’s tax withholding obligations with respect to any delivery of Shares to Participant (a “ Covering Sale ”); and (v) cause Services Provider to remit funds resulting from such Covering Sale to Parent or any Related Company that is the employer of Participant. Participant may, by written notice to the Parent addressed to the Parent’s Secretary, and given no less than ten (10) business days before an applicable Maturity Date, elect to avoid such a Covering Sale, by delivering with such notice a bank-certified check payable to the Parent (or other type of check or draft payable to the Parent and acceptable to the Secretary) in the estimated amount of any such withholding required, such estimate to be provided by the Employer. The Committee may approve other methods of withholding, as provided for in the Plan, before the Shares are delivered.

8. Transferability . The Stock Units are not transferable otherwise than by will or the laws of descent and distribution, 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. Upon any attempt to transfer the Stock Units otherwise than as permitted herein or to assign, pledge, hypothecate or otherwise dispose of the Stock Units otherwise than as permitted herein, or upon the levy of any execution, attachment or similar process upon the Grant, the Grant shall immediately terminate and become null and void.

9. Definitions . For the purposes of the Grant, certain words and phrases are defined in the Definitional Appendix attached. 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.

10. Heirs and Successors . The terms of the Grant shall be binding upon, and inure to the benefit of, the Parent 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 Parent’s assets and business.

11. Administration . The authority to manage and control the operation and administration of the Grant shall be vested in the Committee, and the Committee shall have all powers with respect to the Grant as it has with respect to the Plan. Any interpretation of the Grant by the Committee and any decision made by it with respect to the Grant are final and binding.

12. Plan Governs . Notwithstanding anything in this Agreement to the contrary, the terms of the Grant 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 Parent.

13. Section 409A . Notwithstanding anything herein to the contrary, any benefits and payments provided under these Terms that are payable or provided to Participant in connection with a termination of employment that constitute deferred compensation within the meaning of Code Section 409A shall not commence in connection with Participant’s termination of employment unless and until Participant has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“ Separation from Service ”), unless Employer reasonably determines that such amounts may be provided to Participant without causing Participant to incur additional tax obligations under Code Section 409A. For the avoidance of doubt, it is intended that payments comply with or satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A. However, if Employer determines that these payments constitute deferred compensation and Participant is, on the termination of his service, a “ specified Participant ” of Employer, as such term is defined in Code Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Code Section 409A, the timing of the payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Participant’s Separation from Service) or (ii) the date of Participant’s death that occurs after Participant’s Separation from Service. This Section 13 shall be administered, construed and interpreted in a manner consistent with the requirements of Code Section 409A. In no event shall Employer have any liability or obligation with respect to taxes for which Participant may become liable as a result of the application of Code Section 409A. In addition to the provisions regarding Code Section 409A set forth above, the following shall apply:

Notwithstanding anything herein to the contrary, these Terms are intended to be interpreted and applied so that the payments and benefits set forth herein either shall either be exempt from the requirements of Code Section 409A, or shall comply with the requirements of Code Section 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Code Section 409A.

If Participant notifies Employer that Employee believes that any provision of this Agreement (or of any award of compensation or benefit, including equity compensation or benefits provided herein or at any time during his employment with Employer) would cause Employee to incur any additional tax or interest under Code Section 409A or Employer independently makes such determination, Employer shall, after consulting with Employee, reform such provision (or award of compensation or benefit) to attempt to comply with or be exempt from Code Section 409A through good faith modifications to the minimum extent reasonably appropriate. To the extent that any provision hereof (or award of compensation or benefit) is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and Employer without violating the provisions of Code Section 409A.

[continued]

No act or failure to act on Participant’s part will be considered “willful” for the purposes of this definition unless done, or omitted to be done, by Participant not in good faith and without reasonable belief that his action or omission was in the best interests of Employer. Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4 ^th ) of the entire membership of the Parent Board at a meeting called and held for such purpose (after reasonable notice to

Participant and an opportunity for Participant, together with Participant’s counsel, to be heard before the Parent Board), finding that, in the good faith opinion of the Parent Board, Cause exists as set forth above.

“ Change in Control. ” A Change in Control shall be deemed to have occurred if:

“ Change in Control Date ” shall mean the date on which a Change of Control occurs except that 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.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.

“ Common Stock ” shall mean the common stock of Parent.

    

“ Date of Termination ” shall mean, with respect to Participant, the first day occurring on or after the Grant Date on which Participant’s employment with Employer terminates for any reason; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the employment of Participant from one Employer to another Employer; and further provided that the Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the Employer approved by Employer or required by applicable law. If, as a result of a sale or other transaction, Employer ceases to be an Affiliate of Parent, the occurrence of such transaction shall be treated as a Terminating Transaction; provided that such transaction constitutes a “change in control event” within the meaning of Section 409A of the Code.

“ Disability ” shall mean termination of Participant’s employment because Parent Board has determined, after due consideration of an opinion of a qualified physician: that Participant has become disabled because of a mental or physical illness or incapacity; that Participant remains so disabled; and that the nature of Participant’s disability is such that Participant is unable to perform, on a full-time basis, services of the character contemplated by his/her employment. The Parent Board may not make such determination in (i) above unless and until Participant shall have, because of a mental or physical illness or incapacity, failed to render for 120 or more successive days or for shorter periods aggregating 120 days or more during any 365-day period (with or without reasonable accommodation) services of the character contemplated by these Terms.

“ Employer ” shall mean Tiffany and Company, or any other Affiliate of Parent that employs Participant and any successor to its business and/or assets by operation of law or otherwise.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto.

“ Good Reason ” means Participant’s resignation from employment with Employer for “Good Reason” shall mean any one or more of the following actions taken without Participant’s consent:

Notwithstanding any provision of these Terms to the contrary, termination of employment by Participant will not be for Good Reason unless (y) Participant notifies Employer in writing of the existence of the condition which Participant believes constitutes Good Reason within ninety (90) days of the initial existence of such condition, and (z) Employer fails to remedy such condition within thirty (30) days after the date on which it receives such notice, provided that Participant’s right to terminate under Section 7 (f) (vii) must be exercised within ninety (90) days following the expiration of Term as set forth in Section 7 (f) (vii).

        

“ Incumbent Directors ” shall mean those individuals who were members of the Parent Board as of the Grant Date and those individuals whose later appointment to such Board, or whose later nomination for election to such Board by the stockholders of Parent, was approved by a vote of at least a majority of those members of such Board who either were members of such Board as of the Grant Date, or whose election or nomination for election was previously so approved.

“ Involuntary Termination ” means either (i) a termination of Participant’s employment by Employer without Cause or (ii) Participant’s resignation of employment with the Employer for Good Reason.

“ Notice of Termination ” shall mean a written notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Participant’s employment under the provision so indicated.

“ Parent ” shall mean Tiffany & Co., a Delaware corporation, and any successor to its business and/or assets by operation of law or otherwise.

“ Parent Board ” shall mean the Board of Directors of Parent.

    

“ Person ” shall mean any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

“ Terminating Transaction ” shall mean any one of the following:

    

provided that none of the foregoing transactions will be deemed to be a Terminating Transaction, if as of a date at least fourteen (14) days prior to the date scheduled for such transaction provisions have been made in writing in connection with such transaction for the assumption of the Grant or the substitution for the Grant of a new grant covering the publicly-traded stock of a successor Person, with appropriate adjustments as to the number and kind of shares; and further provided that of the foregoing transactions will be deemed to be a Terminating Transaction unless such event constitutes a “change in control event” within the meaning of Section 409A of the Code.

TIFFANY & CO.

a Delaware Corporation

(the “Parent”)

TERMS OF PERFORMANCE-BASED RESTRICTED STOCK GRANT

(Non-Transferable)

under the

2005 EMPLOYEE INCENTIVE PLAN

(the “Plan”)

Terms Adopted January 15, 2014

1. Introduction and Terms of Grant . Participant has been granted (the “Grant”) Stock Units which shall be settled by the issuance and delivery of Shares of the Parent’s Common Stock. The Grant has been made under the Plan by the Stock Option Subcommittee of the Parent Board (the “Committee”). The name of the “Participant”, the “Grant Date”, the number of “Stock Units” granted, the “Performance Period”, the “Earnings Threshold”, the “Earnings Target”, the “Earnings Maximum” and the “ROA Target” are stated in the attached “Notice of Grant”. The other terms and conditions of the Grant are stated in this document and in the Plan. Certain initially capitalized words and phrases used in this document are defined in the Definitions Appendix attached and elsewhere in this document or in the Plan. Reference to Stock Units in this document is reference to all or part of the Stock Units which are subject to the Grant, and not to other Stock Units that have been granted or that may be granted in the future.

2. Grant and Adjustment . Subject to the terms and conditions stated in this document, Participant has been granted Stock Units by the Parent. As of the Grant Date, each Stock Unit has a Settlement Value of one Share, but the number of Shares which shall be issued and delivered pursuant to the Grant on the settlement of each Stock Unit (the “Settlement Value”) shall be subject to adjustment as provided in Section 4.2(c) of the Plan, to adjust for, among other corporate developments, stock splits and stock dividends. References to Settlement Values in this document shall be deemed reference to Settlement Values as so adjusted. As anticipated in Section 4.7 of the Plan, Shares that have not been issued and delivered to a Participant shall be represented by Stock Units.

3. Performance Vesting . Unless otherwise provided in sections 4 or 5 below, the Performance Portion (as defined below) of the Stock Units will vest three business days following the public announcement of the Parent’s audited, consolidated financial results for the last fiscal year in the Performance Period (the “Maturity Date”). A Stock Unit that has vested is herein referred to as a “Vested Unit.” Within thirty (30) days following the Maturity Date, but in no event later than December 31 of the calendar year in which the last day of the Performance Period occurs, the Settlement Value of each Vested Unit shall be issued and delivered to or for the account of Participant in Shares. As provided for in Section 7 below, the Parent may make such delivery to a Service Provider. In all circumstances, a Stock Unit which fails to vest on or before the Maturity Date shall be void and shall not confer upon the owner of such Stock Unit any rights, including any right to any Share . In the event that any provision of this document would otherwise result in the issuance of a fractional Share, the Parent will not be obligated to issue such fractional Share.

The “Performance Portion” shall be a percentage of the Stock Units calculated as hereinafter provided (provided that the Performance Portion shall never exceed 100% of the Stock Units):

    

“Earnings” means the Company’s consolidated earnings per share on a diluted basis, as reported in the Company’s Annual Report on Form 10-K, aggregated over the Performance Period and as adjusted by the Committee as provided for below and in the Plan.

The “Earnings Threshold”, “Earnings Target” and “Earnings Maximum” are expressed in the Notice of Grant as functions of Earnings, as so defined.

“ROA” means the Company’s consolidated return on average assets in each of the fiscal years in the Performance Period, expressed as a percentage, and then averaged over the entire Performance Period. In each of the fiscal years average assets will be computed by averaging total assets at the beginning and at the end of the fiscal year; net earnings for such fiscal years shall be divided by average assets. Both total assets and net earnings shall be as reported in the Company’s Annual Report on Form 10-K.

The “ROA Target” is expressed in the Notice of Grant as a function of ROA, as so defined.

Each of Earnings and ROA is a “Performance Goal”. In determining whether the Earnings Threshold has been met the Committee shall appropriately adjust any evaluation of attainment of a Performance Goal to exclude any of the following events that occurs during a Performance Period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, and (v) extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in said Annual Report for the applicable year.

4. Effect of Termination of Employment on Vesting . Except as provided in this Section 4, no Stock Units shall vest if the Participant’s Date of Termination occurs before the conclusion of the Performance Period:

5 . Effect of Change in Control on Vesting .

 

(c) For the avoidance of doubt no conversion or vesting shall occur pursuant to Sections 5(a) and (b) above if the Change of Control Date occurs before the start of the Performance Period.

6. No Dividends or Interest . No dividends or interest shall accrue or be payable upon any Stock Unit. Until a Share is issued and delivered it shall not be registered in the name of the Participant.

7. Withholding for Taxes. All distributions of Shares shall be subject to withholding of all applicable taxes as computed by the Tiffany and Parent finance department, and the Participant shall make arrangements satisfactory to the Parent to provide the Parent (or any Related Company) with funds necessary for such withholding before the Shares are delivered. Without limitation to the Parent’s right to establish other arrangements, the Parent may: (i) designate a single broker or other financial services provider (“Services Provider”) to establish trading accounts for Participants (each a “Participant’s Trading Account”); (ii) deliver Shares to Participant’s Trading Account; (iii) provide Services Provider with information concerning the applicable tax withholding rates for Participant; (iv) cause Services Provider to sell, on behalf of Participant, sufficient Shares to cover the Parent’s tax withholding obligations with respect to any delivery of Shares to Participant (a “Covering Sale”); and (v) cause Services Provider to remit funds resulting from such Covering Sale to Parent or any Related Company that is the employer of Participant. As a condition to distribution the Parent may require the Participant to provide the Services Provider with such signed applications, authorizations, powers and other documents necessary to accomplish the foregoing. Participant may, by written notice to the Parent addressed to the Parent’s Secretary, and given no less than ten (10) business days before the Maturity Date or other applicable vesting date, elect to avoid such a Covering Sale by delivering with such notice a bank-certified check

payable to the Parent (or other type of check or draft payable to the Parent and acceptable to the Secretary) in the estimated amount of any such withholding required, such estimate to be provided by the Tiffany and Company finance department. The Committee may approve other methods of withholding, as provided for in the Plan, before the Shares are delivered.

8. Transferability . The Stock Units are not transferable otherwise than by will or the laws of descent and distribution, 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. Upon any attempt to transfer the Stock Units otherwise than as permitted herein or to assign, pledge, hypothecate or otherwise dispose of the Stock Units otherwise than as permitted herein, or upon the levy of any execution, attachment or similar process upon the Grant, the Grant shall immediately terminate and become null and void.

9. Definitions . For the purposes of the Grant, certain words and phases are defined in the Definitional Appendix attached. 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.

10. Heirs and Successors . The terms of the Grant shall be binding upon, and inure to the benefit of, the Parent 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 Parent’s assets and business. Participant may designate a beneficiary of his/her rights under the Grant by filing written notice with the Secretary of the Parent. In the event of the Participant’s death prior to the full maturity of the Grant, the Shares will be delivered to such Beneficiary to the extent that it was matured on the Participant’s Termination Date. If the Participant fails to designate a Beneficiary, or if the designated Beneficiary dies before the Participant, any Shares issuable hereunder will be delivered to the Participant’s estate.

11. Administration . The authority to manage and control the operation and administration of the Grant shall be vested in the Committee, and the Committee shall have all powers with respect to the Grant as it has with respect to the Plan. Any interpretation of the Grant by the Committee and any decision made by it with respect to the Grant is final and binding.

12. Clawback Provisions .Notwithstanding any other provisions in these terms to the contrary, each Vested Unit hereunder, which has been issued and delivered to or for the account of Participant, shall be subject to deductions and clawback as may be required under any applicable law, government regulation or stock exchange listing requirement, or any policy adopted by the Company, including but not limited to the Policy for Recovery of Incentive-based Compensation Erroneously Awarded to Executive Officers, adopted by the Parent Board on September 18, 2013.

13. Plan Governs . Notwithstanding anything in this Agreement to the contrary, the terms of the Grant 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 Parent.

For purposes of the previous sentence, no act or failure to act on Participant’s part shall be deemed “willful” unless done, or omitted to be done, by Participant in bad faith toward, or without reasonable belief that Participant’s action or omission was in the best interests of, Parent, Employer or an Affiliate of Parent or Employer. Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for Cause with respect to items (i) through (vii)

unless and until there shall have been delivered to Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4 ^th ) of the entire membership of the Employer Board at a meeting called and held for such purpose (after reasonable notice to Participant and an opportunity for Participant, together with Participant’s counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, Cause exists as set forth in any of items (i) through (vii) above.

“ Change in Control. ” A Change in Control shall be deemed to have occurred if:

“ Change in Control Date ” shall mean the date on which a Change in Control occurs.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.

    

“ Code of Conduct ” shall mean Parent’s (i) Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Parent and (ii) Business Conduct Policy - Worldwide, as amended from time to time prior to the Change of Control Date and as in effect as of the Change of Control Date.

“ Common Stock ” shall mean the common stock of Parent.

“ Date of Termination ” shall mean, with respect to any Participant, the first day occurring on or after the Grant Date on which Participant’s employment with Employer terminates for any reason; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the employment of Participant between Employers; and further provided that the Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the Employer approved by Employer or required by applicable law. If, as a result of a sale or other transaction, Employer ceases to be an Affiliate of Parent, the occurrence of such transaction shall be treated as the Participant’s Date of Termination caused by the Participant being discharged by Employer.

“ Disability ” shall mean Participant’s incapacity due to physical or mental illness which causes Participant to be absent from the full-time performance of Participant’s duties with Employer for six (6) consecutive months provided, however, that Participant shall not be determined to be subject to a Disability for purposes of this Award unless Participant fails to return to full-time performance of Participant’s duties with Employer within thirty (30) days after written Notice of Termination due to Disability is given to Participant.

“ Employer ” shall mean the Affiliate of Parent that employs Participant from time to time, and any successor to its business and/or assets by operation of law or otherwise.

“ Employer Board ” shall mean the board of directors (or other highest governing authority other than the shareholders) of Employer.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto.

“ Good Reason ” means Participant’s resignation from employment with Employer as a result of any of the following:

        

“ Incumbent Directors ” shall mean those individuals who were members of the Parent Board as of January 15, 2009 and those individuals whose later appointment to such Board, or whose later nomination for election to such Board by the stockholders of Parent, was approved by a vote of at least a majority of those members of such Board who either were members of such Board as of January 15, 2009, or whose election or nomination for election was previously so approved.

“ Involuntary Termination ” means (i) Participant’s termination of employment by Employer without Cause or (ii) Participant’s resignation of employment with the Employer for Good Reason.

“ Notice of Termination ” shall mean a written notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Participant’s employment under the provision so indicated.

“ Parent ” shall mean Tiffany & Co., a Delaware corporation, and any successor to its business and/or assets by operation of law or otherwise.

“ Parent Board ” shall mean the Board of Directors of Parent.

    

“ Person ” shall mean any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

“ Retirement ” 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 Employer.

“Substantial Change” means any material change in the terms or conditions of Participant’s employment (including in salary or target bonus) following a Change of Control Date that is less favorable to Participant than those in effect previous to the Change of Control Date other than (i) a change that has been made on an across-the-board basis for substantially all of Employer’s employees or (ii) a change in equity-based compensation (including the reduction or elimination thereof) resulting from the Change in Control.

    

“Time-Based Restricted Stock Unit s ” means a stock unit that shall not mature, and which shall be deemed to have “expired,” upon the Participant’s Date of Termination, if the Participant’s Date of Termination occurs before the Maturity Date, provided, however, that if such Date of Termination occurs pursuant to an Involuntary Termination or by reason of death or Disability, in which case the Time-Based Restricted Stock Unit s will “mature” and vest on the Date of Termination, and the Settlement Value of the Time-Based Restricted Stock Unit in Shares shall be issued and delivered within thirty (30) days of the Date of Termination to or for the account of Participant.

    

Exhibit 10.28r

NON-COMPETITION AND CONFIDENTIALITY COVENANTS

THIS INSTRUMENT is made and given this ___ day of _________ 2014 by __________(“ Participant ”) to and for the benefit of Tiffany and Company, a New York corporation and its Affiliates (as defined below) with reference to the following facts and circumstances:

  

NOW THEREFORE, Participant hereby agrees as follows:

1.      Defined Terms . The initially capitalized words and phrases set forth below shall have the meanings ascribed to them below:

“Affiliate” shall mean, with reference to any Person, any second Person that controls, is controlled by, or is under common control with, any such first Person, directly or indirectly.

“Board” means the board of directors of Tiffany and Company, a New York corporation.

“Cause” means a termination of Participant’s employment, involuntary on Participant’s part, which is the result of:

“ Change in Control ” means a change in control of Parent of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not Parent is then subject to such reporting requirement; provided, however, that, anything in this Agreement to the contrary notwithstanding, a Change in Control shall be deemed to have occurred if:

corporation owned, directly or indirectly by stockholders of Parent in substantially the same proportion as their ownership of Parent, is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Parent representing Thirty-five percent (35%) or more of the combined voting power of Parent’s then outstanding securities entitled to vote in the election of directors of Parent;

Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Tiffany and Company representing Fifty percent (50%) or more of the combined voting power of Tiffany and Company’s then outstanding securities entitled to vote in the election of directors of Tiffany and Company; or

“Change in Control Date” shall mean the date on which a Change of Control occurs.

“Confidential Information” means all information relating in any manner to Tiffany or its business, including but not limited to, contemplated new products and services, marketing and advertising campaigns, sales projections, creative campaigns and themes, financial information, budgets and projections, system designs, employees, management procedures and systems, employee training materials, equipment, production plans and techniques, product and materials specifications, product designs and design techniques, client information (including purchase history and client identifying information) and vendor information (including the identity of vendors and information concerning the capacity of or products or pricing provided by specific vendors); notwithstanding the foregoing, “Confidential Information” shall not include information that becomes generally publicly available other than as a result of a disclosure by Participant or that becomes available to Participant on a non-confidential basis from a Person that to the Participant’s knowledge, after due inquiry, is not bound by a duty of confidentiality.

“Covered Employee” means any person who, at any date relevant to this Agreement, is an employee of Tiffany or who was an employee of Tiffany during the one-year period previous to the date relevant to this Agreement.

“Deferral Plan” means the Tiffany and Company Amended and Restated Executive Deferral Plan as it may be further amended from time to time.

“Deferred Benefit Accounts” means Deferred Benefit Accounts under the Deferral Plan.

“Duration of Non-Competition Covenant” means the period beginning with Participant’s Termination Date and ending upon the first to occur of the following: (i) the second year anniversary of Participant’s Termination Date, (ii) Participant’s Change of Control Date or (iii) Participant’s 60 ^th birthday provided that, in no circumstance shall the Duration of this Covenant be less than six months.

“Equity Awards” means any grant of options to purchase, restricted shares of, stock units that may be settled in, or stock appreciation rights that may be measured by appreciation in the value of, the Common Stock of Tiffany & Co., a Delaware corporation, including any grants made under the terms of the 1998 Employee Incentive Plan or any plan

adopted by Tiffany & Co. subsequent to the date of this instrument including grants made both before and after the date of this instrument.

“Excess DCRB Contributions” means the contribution described in Sections 3.3 and 3.4 of the Deferral Plan.

“Investment Fund” shall have the meaning ascribed to that term in the Deferral Plan.

 

“Jewelry” means jewelry (including but not limited to precious metal or silver jewelry or jewelry containing gemstones) and watches.

“Parent” means Tiffany & Co., a Delaware corporation.

“Person” means any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

“Proceeds of Equity Award” means, in U.S. dollars, (i) with respect to an Equity Award of restricted stock or stock units, the value the shares on the date the Equity Award vests, and, (ii) with respect to an Equity Award that is an option to purchase or a stock appreciation right, the spread between the strike price and the market value for the underlying shares on the exercise date, in each of cases (i) and (ii) measured by the simple average of the high and low selling prices on the principal market on which the shares are traded as of vesting or exercise date, as the case may be, if such vesting or exercise date is a trading date; if such vesting or exercise date is not a trading date, then as of trading date next following the vesting or exercise date.

“Normal Retirement Age” means the later of (i) Participant’s 65th birthday or (ii) the 5th anniversary from his date of hire.

“Retail Jewelry Trade” means the operation of one or more retail outlets (including stores-within-stores, leased departments or concessions) selling Jewelry in any city in the world in which a TIFFANY & CO. store is located at the time in question; for the purpose of this definition, a retail outlet will not be deemed engaged in the Retail Jewelry Trade if less than 5% of the items displayed for sale in such outlet are Jewelry, so that, by way of example, an apparel store that offers Jewelry as an incidental item would not be deemed engaged in the Retail Jewelry Trade.

“Rights Plan” means the Amended and Restated Rights Agreement Dated as of September 22, 1998 by and between Tiffany & Co., a Delaware corporation, and ChaseMellon Shareholder Services L.L.C., as Rights Agent, as such Agreement may be further amended from time to time.

“Termination Date” means the date Participant ceases to be an employee of Tiffany or its Affiliate.

“Tiffany” means Tiffany and Company, a New York corporation, and if the context so requires, Tiffany and Company and/or any Affiliate of Tiffany and Company, such term to be interpreted broadly so as to give rights equivalent to Tiffany and Company to any Affiliate of Tiffany and Company.

“Wholesale Jewelry Trade” means the sale of Jewelry or gemstones to the Retail Jewelry Trade, the development or design of Jewelry for sale to the Retail Jewelry Trade or the production of Jewelry for sale to the Retail Jewelry Trade regardless of where in the world such activities are conducted.

2.      Non-Competition . Participant agrees that for the Duration of the Non-Competition Covenant Participant will not directly or indirectly (whether as director, officer, consultant, principal, owner, member, partner, advisor, financier, employee, agent or otherwise):

(i) engage in, assist, have any interest in or contribute Participant’s knowledge and abilities to, any business or entity in the Retail Jewelry Trade or in the Wholesale Jewelry Trade or seeking to enter or about to become engaged in the Retail Jewelry Trade or the Wholesale Jewelry Trade (provided that this subsection shall not prohibit an investment by Participant not exceeding five percent of the outstanding securities of a publicly traded company);

(ii) employ, attempt to employ, or assist anyone in employing a Covered Employee (including by influencing any Covered Employee to terminate his/her employment with Tiffany or to accept employment with any Person); or

(iii) attempt in any manner to solicit jewelry purchases by any client of Tiffany or persuade any client of Tiffany to cease doing business or reduce the amount of business that such client has customarily done with Tiffany.

The provisions of Section 2(i) above shall not apply if Participant’s employment with Tiffany or Tiffany’s Affiliate is terminated by Tiffany or such Affiliate for reasons other than Cause or if, having reached Participant’s Normal Retirement Age or Participant’s Change of Control Date, Participant voluntarily resigns from such employment. The provisions of this Section 2 may be waived by the Board, in whole or in part, if deemed by the Board to be in the best interests of Tiffany and Company, provided, however, that if the Participant is, on or within six months prior to Participant’s Termination Date, an officer of Tiffany & Co., a Delaware corporation, then the provisions of this Section 2 may only be waived by the Compensation Committee (or its Stock Option Subcommittee) of the Board of Directors of said Tiffany & Co.

3.      Confidentiality . Participant acknowledges that Participant has had access to Confidential Information. Participant agrees not use to the detriment of Tiffany or disclose any Confidential Information. If the Participant is requested in any case by a court or governmental body to make any disclosure of Confidential Information, the

Participant shall (i) promptly notify Tiffany in writing, (ii) consult with and assist Tiffany at Tiffany’s expense in obtaining an injunction or other appropriate remedy to prevent such disclosure, and (iii) use Participant’s reasonable efforts to obtain at the Company’s expense a protective order or other reliable assurance that confidential treatment will be accorded to any Confidential Information that must be disclosed. Subject to the foregoing sentence, Participant may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of Participant’s counsel (the form and substance of which opinion shall be reasonably acceptable to Tiffany), the Participant is legally compelled or otherwise required to disclose or else stand liable for contempt or suffer other material penalty. The obligations in this section shall continue beyond the Duration of the Non-Competition Covenant.

4.      Forfeiture of Equity Awards and Return of Proceeds of Equity Awards in the Event of Breach; Forfeiture of Vested DCRB Contributions . Should Participant breach Participant’s obligations under Section 2 above, Participant shall:

(i) forfeit and lose all rights under any Equity Award, whether or not such Equity Award shall have vested, and such Equity Award shall thereupon become null and void;

(ii) immediately pay to Tiffany and Company the Proceeds of Equity Award for (a) each grant of stock option or stock appreciation right that was exercised and (b) each grant of restricted stock or stock units that has vested, in both cases (a) and (b), within the following period: beginning 180 days prior to Participant’s Termination Date and including the entire period of the Duration of Non-Competition Covenant;

(iii) forfeit any Excess DCRB Contributions and Investment Fund performance credited to such contributions in Participant’s Deferred Benefit Accounts that would otherwise be payable to Participant or his Beneficiary under the Deferral Plan; and

(iv) promptly repay to Tiffany and Company any amounts paid from any Excess DCRB Contributions and Investment Fund performance credited to such contributions in Participant’s Deferred Benefit Accounts that have been paid to Participant or his Beneficiary under the Deferral Plan prior to such breach.

5.      Enforcement .

(i)      Participant agrees that the restrictions set forth in this instrument are reasonable and necessary to protect the goodwill of Tiffany. If any of the provisions set forth herein is deemed invalid, illegal or unenforceable based upon duration, geographic scope or otherwise, Participant agrees that such provision shall be modified to make it enforceable to the fullest extent permitted by law.

(ii)      In the event of breach or threatened breach by Participant of the provisions set forth in this instrument, Participant acknowledges that Tiffany will be irreparably harmed and that monetary damages (including loss of the Benefit) shall be an insufficient remedy to Tiffany. Therefore, Participant consents to the enforcement of this instrument

by means of temporary or permanent injunction and other appropriate equitable relief in any competent court, in addition to any other remedies Tiffany may have under this Agreement or otherwise.

6.      Procedure to Obtain Determination . Should Participant wish to obtain a determination that any proposed employment, disclosure, arrangement or association (each a “Proposed Transaction”) is not prohibited hereunder, Participant shall direct a written request to the Board. Such request shall fully describe the Proposed Transaction. Within 30 days after receipt of such request, the Board may (i) issue such a determination in writing, (ii) issue its refusal of such request in writing, or (iii) issue a written request for more written information concerning the Proposed Transaction. In the event that alternative (iii) is elected (which election may be made on behalf of the Board by the Legal Department of Tiffany and Company without action by the Board), any action on Participant’s request will be deferred for ten (10) days following receipt by said Legal Department of the written information requested. Failure of the Board to act within any of the time periods specified in this Section 6 shall be deemed a determination that the Proposed Transaction is not prohibited hereunder. A determination made or deemed made under this Section 6 shall be limited in effect to the Proposed Transaction described in the submitted materials and shall not be binding or constitute a waiver with respect to any other Proposed Transaction, whether proposed by such Participant or any other Person. In the event that Participant wishes to seek a determination that employment with a management consulting firm, an accounting firm, a law firm or some other provider of consulting services to a wide variety clients will not be prohibited hereunder should such firm, at some unspecified time, provide services to a Person in the Retail Jewelry Trade or the Wholesale Jewelry Trade, Participant may seek a determination hereunder; in submitting such a Proposed Transaction, the Participant should specify the extent that Participant will be involved in or can be excluded from involvement in the provision of such services. In a making any determination under this Section 6, the Board shall not be deemed to be acting as a fiduciary with respect to the Participant or any beneficiary of the Participant and shall be under no obligation to issue a determination that any Proposed Transaction is not prohibited hereunder.

7.      Arbitration and Equitable Relief .      Participant and Tiffany agree that any and all disputes arising out or relating to the interpretation or application of this instrument, including any dispute concerning whether any conduct is in violation of Section 2 or 3 above, shall be subject to arbitration in New York, New York, under the then existing Commercial Arbitration Rules of the American Arbitration Association. Arbitration proceedings shall be conducted by three arbitrators. Without limit to their general authority, the arbitrators shall have the right to order reasonable discovery in accordance with the Federal Rules of Civil Procedure. The final decision of the arbitrators shall be binding and enforceable without further legal proceedings in court or otherwise, provided that either party to such arbitration may enter judgment upon the award in any court having jurisdiction. The final decision arising from the arbitration shall be accompanied by a written opinion and decision which shall describe the rational underlying the award and shall include findings of fact and conclusions of law. The cost of such arbitration shall be borne equally by the parties and each party to the arbitration shall bear its own

attorneys fees. Notwithstanding any provision in this Section 7, the requirement to arbitrate disputes shall not apply to any action to enforce this instrument by means of temporary or permanent injunction or other appropriate equitable relief.

8.      Miscellaneous Provisions .     

(a)      Tiffany may assign its rights to enforce this instrument to any of its Affiliates. Participant understands and agrees that the promises in this instrument are for the benefit of Tiffany (which term includes the Tiffany and Company and its Affiliates) and for the benefit of the successors and assigns of Tiffany and its Affiliates.

(b)      Any determination made by the Board under Section 6 above shall bind Tiffany and Company and its Affiliates.

(c)      The laws of the State of New York, without giving effect to its conflicts of law principles, govern all matters arising out of or relating to this instrument and all of the prohibitions and remedies it contemplates, including, without limitation, its validity, interpretation, construction, performance and enforcement.

(d)      Each Person giving or making any notice, request, demand or other communication (each, a “Notice”) pursuant to this Instrument shall

(i)      give the Notice in writing; and

(e)      Each Person giving a Notice shall address the Notice to the recipient (the “Addressee”) at the address given on the signature page of this Instrument or to a changed address designated in a Notice.

(f)      A Notice is effective only if the person giving the Notice has complied with subsections (d) and (e) and if the Addressee has received the Notice. A Notice is deemed to have been received upon receipt as indicated by the date on the signed receipt, provided, however, that if the Addressee rejects or otherwise refuses to accept the Notice, or if the Notice cannot be delivered because of a change in address for which no Notice was given, then upon such rejection, refusal or inability to deliver such Notice will be deemed to have been received. Despite the other clauses of this subsection (f), if any Notice is received after 5:00 p.m. on a business day where the Addressee is located, or on

a day that is not a business day where the Addressee is located, then the Notice is deemed received at 9:00 a.m. on the next business day where the Addressee is located.

(g)      This instrument shall not be amended except by a subsequent written instrument that has been executed by Participant and on behalf of Tiffany by a duly authorized officer of Tiffany. Participant’s obligations under this instrument may not be waived, except pursuant to a writing executed on behalf of Tiffany or as otherwise provided in Section 6 above.

(h)      This instrument constitutes the final expression of Participant’s post-employment confidentiality and non-competition obligations. It is the complete and exclusive expression of those obligations and all prior and contemporaneous negotiations and agreement between the parties on those matters are expressly merged into and superseded by this Agreement.

(i)      Any reference in this instrument to the singular includes the plural where appropriate, and any reference in this instrument to the masculine gender includes the feminine and neuter genders where appropriate. The descriptive headings of the sections of this instrument are for convenience only and do not constitute part of this instrument.

IN WITNESS WHEREOF, this instrument has been executed on the date first written above.

Participant

__________________________

Name:

    

Notice Address :

__________________________

__________________________

__________________________

Accepted and agreed (as to Section 7)

Tiffany and Company

By:______________________

Name:

Title:

Notice Address :

The Board of Directors

Tiffany and Company

Care of:     

Legal Department

200 Fifth Avenue

New York, NY 10022     

Exhibit 10.139d

CASH INCENTIVE AWARD AGREEMENT

AGREEMENT made effective February 1, 2014 by and among Tiffany & Co., a Delaware corporation (the “Company”), Tiffany and Company, the New York subsidiary corporation of the Company (“Tiffany”) and • (“Executive”).

Whereas, on March 17, 2005 the Board of Directors of the Company adopted, and on May 19, 2005 the stockholders of the Company duly approved, the Company’s 2005 Employee Incentive Plan, as subsequently amended (the “Plan”); and

Whereas, the Stock Option Subcommittee of the Compensation Committee of the Company was appointed the “Committee” under the Plan by said Board of Directors; and

NOW THEREFORE, based upon the foregoing and in consideration of the mutual promises hereinafter set forth, it is hereby AGREED as follows:

1. This Agreement is intended to be an Award Agreement under the Plan and is subject to all terms and conditions set forth in such Plan, including the Plan provisions limiting implied rights.

2. Executive agrees that he/she shall not be entitled to any cash bonus in respect of the fiscal year ending January 31, 2015 except as provided in this Agreement.

3. Tiffany agrees to pay, or, failing that, the Company shall pay, cash Incentive Award to Executive in respect of the fiscal year ending January 31, 2015 only as follows:

(a)     Such award shall be paid, if at all, following the close of such fiscal year and after financial results have been determined and publicly announced, provided that Executive remains employed with Tiffany through the end of such fiscal year;

(b)     No award shall be payable unless the following Performance Measure is achieved:

the Company’s consolidated operating earnings for such fiscal year (as adjusted by the Committee pursuant to Section 9.1 of the Plan) equal or exceed $534 million ;

(c)    If the condition stated in subparagraph (b) is satisfied, a maximum Incentive Award of $•[see Schedule of Maximum Awards attached] will be payable to you, subject to the discretion of the Committee to reduce such award; the Committee will not be limited in the exercise of such discretion.

4. This Agreement shall be governed by the law of the State of New York applicable to agreements made and to be performed within said state.

5. Notwithstanding any other provisions in this Agreement to the contrary, any Incentive Award or portion thereof paid to Executive under this Award Agreement, shall be subject to deductions and clawback as may be required under any applicable law, government regulation or stock exchange listing requirement, or any policy adopted by the Company, including but not

limited to the Policy for Recovery of Incentive-based Compensation Erroneously Awarded to Executive Officers, adopted by the Parent Board on September 18, 2013.

IN WITNESS WHEREOF, parties hereto have entered into this Agreement effective as of the date first stated above.

            

        

Schedule of Maximum Incentive Awards

Michael J. Kowalski -- $3,000,000

Frederic Cumenal -- $2,250,000

James N. Fernandez -- $1,190,000

Jon King -- $1,036,000

Pamela H. Cloud -- $660,000

Exhibit 10.152

Tiffany & Co.

Share Ownership Policy for Executive Officers and Directors

Adopted July 20, 2006, Amended and Restated March 15, 2007, Amended and Restated March 21, 2013, Amended and Restated September 18, 2013, Amended and Restated March 20, 2014

This Policy was adopted on July 20, 2006 (the “ Adoption Date ”) by the Board of Directors (the “ Board ”) of Tiffany & Co. (the “ Corporation ”) for those who were then, or who were subsequently designated, “ executive officers ” by the Board. This Policy was revised on March 15, 2007, to include directors of the Corporation. This Policy was further revised on March 21, 2013 to deal with pledging securities. This Policy was further revised on September 18, 2013 to remove the requirement to own a Significant Portfolio by any specific date, to eliminate the practice of counting vested options from the calculation of a Significant Portfolio and to specify the Restrictions on Disposition for executive officers and directors who do not own a Significant Portfolio. This Policy was further revised on March 20, 2014 to clarify the calculation of a Significant Portfolio. This Policy applies to the ownership of Common Stock.

Defined Terms :

For the purposes of this Policy the following words and phrases shall have the meanings ascribed to them:

“ Acquisition Costs ” means the sum of the following costs incurred by a Covered Person to acquire Gross Incentive Stock: (i) tax withholding obligations of the employer of the executive officer associated with such Gross Incentive Stock; (ii) tax payments made by a director to the extent reasonably necessary to satisfy the income tax obligations of the director, both federal and state, associated with such Gross Incentive Stock; and (iii) payment to the Corporation of the stock option exercise price (“strike price”).

“ Annual Calculation Date ” means the close of trading on the first date on or after April 1 of each year on which the Common Stock trades on The New York Stock Exchange, provided that for the period September 18, 2013 through April 1, 2014 the Annual Calculation Date shall be September 18, 2013.

“ Beneficial Ownership ” shall have the same meaning as under Rule 16a-1(a)(2) of the Securities Exchange Act and shall, for the avoidance of doubt, include (A) Common Stock held by members of the Covered Person’s immediate family sharing the same household provided that the presumption of such beneficial ownership has not been rebutted by the Covered Person and (B) the Common Stock conversion value of restricted stock units issued under the Corporation’s 2008 Directors Equity Plan, which have vested but will not be delivered until retirement of the applicable director from the Corporation’s board of directors, but shall not include (X) the Covered Person’s right to acquire Common Stock through the exercise or conversion of any derivative security, including

Common Stock issuable by the Company on the exercise of a stock option or the vesting of a restricted stock unit and (Y) shares of Common Stock that are subject to a Pledge.

“ Common Stock ” means the common stock of the Corporation, $.01 par value, but the term Common Stock shall not refer to options to purchase Common Stock or restricted stock units prior to conversion to Common Stock.

“ Covered Person ” means a director or an executive officer of the Corporation.

“ director ” means a director of the Corporation but a director of the Corporation who is also an executive officer shall not be deemed a director for purposes of this policy.

“ Disposition ” means any transaction which would cause the Covered Person to cease to be the Beneficial Owner of Common Stock including any withholding of shares that would be issued by the Corporation to cover Acquisition Costs.

“ Financial Hardship ” means an immediate and heavy financial need of the Covered Person (including that of his spouse or any dependent), as so determined by the Board on application from the Covered Person, not in excess of the amount required to relieve such financial need, and only if, and to the extent, such need cannot be satisfied from other resources reasonably available to the executive officer or director (including assets of his or her spouse and minor children reasonably available to him or her).

“ Gross Incentive Stock ” means that number of shares of Common Stock deemed issued to a Covered Person as the result of (i) the exercise of a stock option issued to the Covered Person by the Corporation or (ii) the vesting of a restricted stock unit issued to the Covered Person by the Corporation; such a share will be “deemed issued” if it is actually issued to the Covered Person or to his or her brokerage account or if it is withheld by the Corporation to pay withholding taxes or the exercise or “strike price” associated with such exercise or vesting.

“ Pledge ” means any arrangement by which (i) custody or record ownership of Common Stock has been provided to a third person by the beneficial owner and (ii) such third person may acquire beneficial ownership or dispose of such Common Stock on the satisfaction of a condition, i.e , default by the beneficial owner. A Pledge shall include custody of Common Stock in a margin account held or maintained at a brokerage firm.

“ Qualified Domestic Relations Order ” means a judgment, decree or order (including approval of a property settlement agreement) made pursuant to a state domestic relations law (including community property law) that relates to the provision of child support, alimony payments or marital property rights to a spouse, former spouse, child or other dependent of a Covered Person and which requires the Covered Person to make a transfer or sale of Common Stock.

“ Significant Portfolio ” means for the Covered Person in question, shares of Common Stock beneficially owned having a value equal to or greater than the multiple of annual

salary set forth below, or in the case of directors, the multiple of annual retainer (exclusive of supplemental retainer for committee chairs):

Chief Executive Officer - five times;

Director - five times;

President - four times;

Executive Vice Presidents - three times; and

Senior Vice Presidents - two times.

“ Significant Portfolio Owner ” a Covered Person will be deemed to be a Significant Portfolio Owner if he or she Beneficially Owned a Significant Portfolio as of the last Annual Calculation Date that has occurred prior to the date of any proposed Disposition; provided, however, that a Covered Person who did not Beneficially Own a Significant Portfolio as of the last Annual Calculation Date shall be deemed to be a Significant Portfolio Owner on any subsequent date before the next Annual Calculation Date if he or she then Beneficially Owns, on such subsequent date, a Significant Portfolio.

A. Basic Policy

It is the policy of the Board that each Covered Person will be subject to the Restrictions on Disposition set forth in Section C.

B. Valuation

For purposes of this Policy, shares of Common Stock will be valued at the mean of the high and low trading prices on The New York Stock Exchange on the last Annual Calculation Date. The Secretary of the Corporation will inform each Covered Person whether he or she is deemed a Significant Portfolio Owner as of each Annual Calculation Date.

C. Restrictions on Disposition

1. A Covered Person who is deemed a Significant Portfolio Owner will not engage in any Disposition that would cause him or her to cease to Beneficially Own a Significant Portfolio.

2. A Covered Person who is not deemed a Significant Portfolio Owner shall not engage in any Disposition except as follows:

3. The following examples are offered by way of illustration and not for purposes of limitation:

D. Other Matters

Nothing contained in this Policy shall compel any transaction or excuse compliance with applicable law or with the Corporation’s policies, including the Corporation’s policies with respect to trading on insider information or engaging in speculative transactions in the Common Stock. Nothing contained herein shall be deemed to alter the terms of any stock option or other equity award grant made under the Corporation’s equity award plans.

Exhibit 10.153

Tiffany & Co.

(a Delaware corporation)

Corporate Governance Principles

(as adopted by the full Board of Directors on January 15, 2004,

amended March 15, 2007, further amended and restated September 16, 2010, further amended and restated on March 17, 2011 and further amended and restated on March 20, 2014)

1.         Director Qualification Standards ; Size of the Board; Audit Committee Service .

a.      A majority of the directors shall meet the independence requirements set forth in Section 303A.01 and .02 of the New York Stock Exchange Corporate Governance Rules. A director shall not be deemed to have met such independence requirements unless the Board has affirmatively determined that it be so. In making its determination of independence, the Board shall broadly consider all relevant facts and circumstances and assess the materiality of each director’s relationship(s) with the Corporation and/or its subsidiaries. If a director is determined by the Board to be independent, all relationships, if any, that such director has with the Corporation and/or its subsidiaries which were determined by the Board to be immaterial to independence shall be disclosed in the Corporation’s annual proxy statement.

b.      A director shall be younger than age 74 when elected or appointed and a director shall not be recommended for re-election by the stockholders if such director will be age 74 or older on the date of the annual meeting or other election in question, provided that the Board of Directors may, by specific resolution, waive the provisions of this sentence with respect to an individual director whose continued service is deemed uniquely important to the Corporation.

c.      A director need not be a stockholder to qualify as a director, but shall be encouraged to become a stockholder by virtue of the Corporation’s policies and plans with respect to stock options and stock ownership for directors and otherwise.

d.      Consistent with 1.a. above, candidates for director shall be selected on the basis of their business experience and expertise, with a view to supplementing the business experience and expertise of management and adding further substance and insight into board discussions and oversight of management. The Nominating/Corporate Governance Committee is responsible for identifying individuals qualified to become directors, and for recommending to the Board director nominees for the next annual meeting of the stockholders.

e.      From time to time, the Nominating/Corporate Governance Committee will recommend to the Board the number of directors constituting the entire Board. Based upon that recommendation, the current nature of the Corporation’s business, and the talents and business experience of the existing roster of directors, the Board believes that ten directors is an appropriate number at this time.

f.      The Board shall be responsible for determining the qualification of an individual to serve on the Audit Committee as a designated “ audit committee financial expert ,” as required by applicable rules of the SEC under Section 407 of the Sarbanes-Oxley Act. In addition, to serve on the Audit Committee, a director must meet the standards for independence set forth in Section 301 of the Sarbanes-Oxley Act. To those ends, the Nominating/Corporate Governance

Committee will coordinate with the Board in screening any new candidate for audit committee financial expert or who will serve on the Audit Committee and in evaluating whether to re-nominate any existing director who may serve in the capacity of audit committee financial expert or who may serve on the Audit Committee. If an Audit Committee member simultaneously serves on the audit committees of more than three public companies, then, in the case of each such Audit Committee member, the Board must determine that such simultaneous service would not impair the ability of such member to effectively serve on the Corporation’s Audit Committee and disclose such determination in the Corporation’s annual proxy statement.

g.      Any director who changes his or her employer or otherwise has a significant change in job responsibilities, or who accepts or intends to accept a directorship with another public company (or with any other organization that would require a significant time commitment) that he or she did not hold when such director was most recently elected to the Board, shall (1) advise the secretary of the Corporation of such change or directorship and (2) submit to the Nominating/Corporate Governance Committee, in care of the secretary, a signed letter, addressed to such Committee, resigning as a director of the Corporation effective upon acceptance of such resignation by such Committee but void ab initio if not accepted by such Committee within ten (10) days of receipt by the secretary. The secretary of the Corporation shall promptly advise the members of the Nominating/Corporate Governance Committee of such advice and receipt of such letter. The Nominating/Corporate Governance Committee shall promptly meet and consider, in light of the circumstances, the continued appropriateness of such director’s membership on the Board and each committee of the Board on which such director participates. In some instances, taking into account all relevant factors and circumstances, it may be appropriate for the Nominating/Corporate Governance Committee to accept such resignation, to recommend to the Board that the director cease participation on one or more committees, or to recommend to the Board that such director not be re-nominated to the Board.

h.      Subject to 1.b above, directors of the Corporation are not subject to term limits. However, the Nominating/Corporate Governance Committee will consider each director’s continued service on the Board each year and recommend whether each director should be re-nominated to the Board. Each director will be given an opportunity to confirm his or her desire to continue as a member of the Board.

i.      The Corporation has amended its By-Laws to provide for majority voting in the election of directors. In uncontested elections, directors are elected by a majority of the votes cast, which means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. The Nominating/Corporate Governance Committee (or comparable committee of the Board) shall establish procedures for any director who is not elected to tender his or her resignation. The Nominating/Corporate Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the Nominating/Corporate Governance Committee's recommendation within 90 days following certification of the election results. In determining whether or not to recommend that the Board of Directors accept any resignation offer, the Nominating/Corporate Governance Committee shall be entitled to consider all factors believed relevant by such Committee’s members. Unless applicable to all directors, the director(s) whose resignation is under consideration is expected to recuse himself or herself from the Board vote. Thereafter, the Board will promptly disclose its decision regarding the director's resignation offer (including the reason(s) for rejecting the resignation offer, if applicable) in a Form 8-K furnished to the Securities and Exchange Commission. If the Board accepts a director's resignation pursuant to this process, the Nominating/Corporate Governance Committee shall recommend to the Board whether to fill such vacancy or reduce the size of the Board. If, for

any reason, the Board of Directors is not elected at an annual meeting, they may be elected thereafter at a special meeting of the stockholders called for that purpose in the manner provided in the By-laws.

j.      Including service on the Board of Directors of the Corporation, no director shall serve on the board of directors (or any similar governing body) of more than six public companies.

2.         Attendance and Participation at Board and Committee Meetings .

a.      Directors shall be expected to attend six regularly scheduled board meetings in person, if practicable, or by telephone, if attendance in person is impractical. Directors should attempt to organize their schedules in advance so that attendance at all regularly scheduled board meetings will be practicable.

b.      For committees on which they serve, directors shall be expected to attend regularly scheduled meetings in person, if practicable, or by telephone, if attendance in person is impractical or if telephone participation is the expected means of participation. For committees on which they serve, directors should attempt to organize their schedules in advance so that attendance at all regularly scheduled committee meetings will be practicable.

c.      Directors shall attempt to make time to attend, in person or by telephone, specially scheduled meetings of the Board or those committees on which they serve.

d.      Directors shall, if practicable, review in advance all meeting materials provided by management, the other directors or consultants to the Board.

e.      Directors shall comply with the policies and procedures of the Board with respect to business conduct, ethics, confidential information and ownership of, and trading in, the Corporation’s securities.

f.      Nothing stated herein shall be deemed to limit the duties of directors under applicable law.

3.         Director Access to Management and Independent Advisors .

a.      Executive officers of the Corporation and its subsidiaries shall make themselves available, and shall arrange for the availability of other members of management, employees and consultants, so that each director shall have full and complete access with respect to the business, finances and accounting of the Corporation and its subsidiaries.

b.      The chief financial officer and the chief legal officer of the Corporation will regularly attend Board meetings (other than those portions of Board meetings that are reserved for independent or non-management directors or those portions in which the independent or non-management directors meet privately with the chief executive officer) and the Board encourages the chief executive officer to invite other executive officers and non-executive officers to Board meetings from time to time in order to provide additional insight into items being discussed and so that the Board may meet and evaluate persons with potential for advancement.

c.      If the charter of any Board committee on which a director serves provides for access to independent advisors, any executive officer of the Corporation is authorized to arrange

for the payment of the reasonable fees of such advisors at the request of such a committee acting by resolution or unanimous written consent.

4.         Director Compensation.

a.      Directors shall be compensated in a manner and at a level sufficient to encourage exceptionally well-qualified candidates to accept service upon the Board and to retain existing directors. The Board believes that a meaningful portion of a director’s compensation should be provided in, or otherwise based upon appreciation in the market value of, the Corporation’s Common Stock. Compensation of the Directors shall be determined by the Nominating/Corporate Governance Committee.

b.      In determining the form and amount of director compensation, the Nominating/Corporate Governance Committee shall retain an independent advisor to provide such Committee with advice, which shall include reference to data drawn from public company filings with respect to the fees and emoluments paid to outside directors by comparable public companies.

c.      Contributions to charities with which an independent or non-management director is affiliated will not be used as compensation to such a director and management will use special efforts to avoid any appearance of impropriety in connection with such contributions, if any.

d.      Management will advise the Board should the Corporation or any subsidiary wish to enter into any direct financial arrangement with any director for consulting or advisory services, or into any arrangement with any entity affiliated with such director by which the director may be indirectly benefited, and no such arrangement shall be consummated without specific authorization from the Board.

5.         Director Orientation and Continuing Education.

a.      Each executive officer of the Corporation shall meet with each new director and provide an orientation into the business, finance and accounting of the Corporation.

b.      Each director shall be reimbursed for reasonable expenses incurred in pursuing continuing education with respect to his/her role and responsibilities to the stockholders and under law as a director.

6.         Management Succession.

a.      The Board, assisted by the Corporate Nominating/Corporate Governance Committee, shall select, evaluate the performance of, retain or replace the chief executive officer and make such plans as are prudent for the succession of the executive officers. Such actions will be taken with (i) a view to the effectiveness and execution of strategies propounded by and decisions taken by the chief executive officer with respect to the Corporation’s long-term strategic plan and long-term financial returns and (ii) applicable legal and ethical considerations.

b.      In furtherance of the foregoing responsibilities, and in contemplation of the retirement, or an exigency that requires the replacement, of the chief executive officer, the Board shall, in conjunction with the chief executive officer, oversee the selection and evaluate the performance of the other executive officers.

7.         Annual Performance Evaluation of the Board.

a.      The Nominating/Corporate Governance Committee is responsible to assist the Board in the Board’s oversight of the Board’s own performance in the area of corporate governance.

b.      Annually, each director will participate in an assessment of the Board’s performance. The results of such self-assessment will be provided to each director.

8.         Matters for Board Review, Evaluation and/or Approval .

a.      The Board is responsible under the law of the State of Delaware to review and approve significant actions by the Corporation including major transactions (such as acquisitions and financings), declaration of dividends, issuance of securities and appointment of officers of the Corporation.

b.      The Board is responsible, either through its committees, or as guided by its committees, for those matters which are set forth in the respective charters of the Audit, Nominating/Corporate Governance, Compensation and Corporate Social Responsibility Committees or as otherwise set forth in the corporate governance rules of the New York Stock Exchange.

c.      The following matters, among others, will be the subject of Board deliberation on such occasions as the Board may determine necessary or desirable but as least as often as required by applicable law or by the corporate governance rules of the New York Stock Exchange:

i.      the Board will review and if acceptable approve the Corporation’s operating plan for each fiscal year, as developed and recommended by management;

ii.      the directors will review actual performance against the operating plan;

iii.      the Board will review and if acceptable approve the Corporation’s multi-year strategic plan, as developed and recommended by management;

iv.      the charters of all Board Committees will be reviewed and, if necessary, modified, by the Board;

v.      the delegation of authority to officers and employees for day-to-day operating matters of the Corporation and its subsidiaries will be reviewed and if acceptable approved by the Board; and

    

vi.      the Corporation’s policies with respect to the payment of dividends and the repurchase of the Corporation’s securities will be reviewed and if acceptable approved by the Board.

    

9.         Management’s Responsibilities.

Management is responsible to operate the Corporation with the objective of achieving the Corporation’s operating and strategic plans and building value for stockholders on a long-term basis. In executing those responsibilities management is expected to act in accordance with the

policies and standards established by the Board (including these principles), as well as in accordance with applicable law and for the purpose of maintaining the value of the trademarks and business reputation of the Corporation’s subsidiaries. Specifically, the chief executive officer and the other executive officers are responsible for:

a.      producing, under the oversight of the Board and the Audit Committee, financial statements for the Corporation and its consolidated subsidiaries that fairly present the financial condition, results of operation, cash flows and related risks in accordance with generally accepted accounting principles, for making timely and complete disclosure to investors, and for keeping the Board and the appropriate committees of the Board informed on a timely basis as to all matters of significance;

b.      developing and presenting the strategic plan, proposing amendments to the plan as conditions and opportunities dictate and for implementing the plan as approved by the Board;

c.      developing and presenting the annual operating plans and budgets and for implementing those plans and budgets as approved by the Board;

d.      creating an organizational structure appropriate to the achievement of the strategic and operating plans and recruiting, selecting and developing the necessary managerial talent;

e.      creating a working environment conducive to integrity, business ethics and compliance with applicable legal and Corporate policy requirements;

f.      developing, implementing and monitoring an effective system of internal controls and procedures to provide reasonable assurance that: the Corporation’s transactions are properly authorized; the Corporation’s assets are safeguarded against unauthorized or improper use; and the Corporation’s transactions are properly recorded and reported. Such internal controls and procedures also shall be designed to permit preparation of financial statements for the Corporation and its consolidated subsidiaries in conformity with generally accepted accounting principles and any other legally required criteria applicable to such statements; and

g.      establishing, maintaining and evaluating the Corporation’s disclosure controls and procedures. The term “ disclosure controls and procedures ” means controls and other procedures of the Corporation that are designed to ensure that information required to be disclosed by the Corporation in the reports filed by it under the Securities Exchange Act of 1934 (the “ Act ”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Corporation in the reports it files under the Act is accumulated and communicated to the Corporation’s management, including its principal executive and financial officers, to allow timely decisions regarding required disclosure. To assist in carrying out this responsibility, management has established a Disclosure Control Committee, whose membership is responsible to the Audit Committee, to the chief executive officer and to the chief financial officer, and includes the following officers or employees of the Corporation: the president, the chief legal officer, the head of finance, the chief information officer, the controller, the head of internal audit & financial controls, the investor relations officer and the treasurer.

10.         Meeting Procedures .

    

a.      The Board shall determine whether the offices of chairman of the board and chief executive officer shall be held by one person or by separate persons, and whether the person holding the office of chairman of the board shall be “independent” or not. An “ independent ” director meets the requirements for “independence” as referenced in item 1.a above. “ Non-management ” directors include those who are independent and those who, while not independent, are not currently employees of the Corporation or one of its subsidiaries.

b.      The chairman of the board will establish the agenda for each Board meeting but the chairman of the board will include in such agenda any item submitted by the presiding independent director (see item 11.c below). Each Board member is free to suggest the inclusion of items on the agenda for any meeting and the chairman of the board will consider them for inclusion.

c.      Management shall be responsible to distribute information and data necessary to the Board’s understanding of all matters to be considered and acted upon by the Board; such materials shall be distributed in writing to the Board sufficiently in advance so as to provide reasonably sufficient time for review and evaluation. To that end, management has provided each director with access to a secure website where confidential and sensitive materials may be viewed. In circumstances where practical considerations do not permit advance circulation of written materials, reasonable steps shall be taken to allow more time for discussion and consideration, such as extending the duration of a meeting or circulating unanimous written consent forms, which may be considered and returned at a later time.

d.      The chairman of the board shall preside over meetings of the Board.

e.      If the chairman of the board is not independent, the independent directors may select from among themselves a “ presiding independent director” ; failing such selection, the chairman of the Nominating/Corporate Governance Committee shall be the presiding independent director. The presiding independent director shall be identified as such in the Corporation’s annual proxy statement to facilitate communications by stockholders and employees with the non-management directors.

f.      The non-management directors shall meet separately from the other directors in regularly scheduled executive session, without the presence of management directors and executive officers of the Corporation. The presiding independent director shall preside over such meetings.

g.      At least once per year the independent directors shall meet separately from the other directors in a scheduled executive session, without the presence of management directors, non-management directors who are not independent and executive officers of the Corporation. The presiding independent director shall preside over such meetings.

11.         Committees .

a.      The Board shall have an Audit Committee, a Compensation Committee and a Nominating/Corporate Governance Committee which shall have the respective responsibilities described in the charters of each committee. The membership of each such committee shall consist only of independent directors.

b.      The Board may, from time to time, appoint one or more additional committees, such as a Dividend Committee and a Corporate Social Responsibility Committee.

    

c.      The chairman of each Board committee, in consultation with the appropriate members of management and staff, will develop the committee’s agenda. Management will assure that, as a general rule, information and data necessary to the committee’s understanding of the matters within the committee’s authority and the matters to be considered and acted upon by a committee are distributed to each member of such committee sufficiently in advance of each such meeting or action taken by written consent to provide a reasonable time for review and evaluation.

d.      At each regularly scheduled Board meeting, the chairman of each committee or his or her delegate shall report the matters considered and acted upon by such committee at each meeting or by written consent since the preceding regularly scheduled Board meeting.

e.      The secretary of the Corporation, or any assistant secretary of the Corporation, shall be available to act as secretary of any committee and shall, if invited, attend meetings of the committee and prepare minutes of the meeting for approval and adoption by the committee.

12.         Reliance .

Any director of the Corporation shall, in the performance of such person’s duties as a member of the Board or any committee of the Board, be fully protected in relying in good faith upon the records of the Corporation or upon such information, opinions, reports or statements presented by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence.

13.         Reference to Corporation’s Subsidiaries .

Where the context so requires, reference herein to the Corporation includes reference to the Corporation and/or any direct or indirect subsidiary of the Corporation whose financial results are consolidated with those of the Corporation for financial reporting purposes and reference to a subsidiary of the Corporation shall be reference to such a subsidiary.