TIFFANY & CO (Form: 8-K, Received: 01/25/2017 16:34:46)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: January 25, 2017

TIFFANY & CO.

(Exact name of Registrant as specified in its charter)



Delaware	1-9494	13-3228013
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 Fifth Avenue, New York, New York		10010
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (212) 755-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01.	Other Events.

At a meeting of Registrant’s Board of Directors (the “ Board ”), held on January 19, 2017, the Board adopted revised Corporate Governance Principles for Registrant. The amended and restated Corporate Governance Principles are attached hereto as Exhibit 10.35 to this Current Report on Form 8-K and are incorporated herein by reference.

Registrant makes various grants and awards of cash, stock units and stock options, and provides various benefits, to its directors, executive officers and other management employees pursuant to its 2014 Tiffany & Co. Employee Incentive Plan (the “ 2014 Employee Incentive Plan ”) and pursuant to various retirement plans, formal agreements and informal agreements. As part of its ongoing review of compensation practices and arrangements, on January 19, 2017, the Compensation Committee of the Board adopted revised stock option and restricted stock unit grant terms under the 2014 Employee Incentive Plan and approved changes to certain compensatory plans and related agreements. The forms of such amended agreements, terms and plans are attached as Exhibits 10.18, 10.25, 10.29l, 10.29m, 10.29n, 10.29o and 10.29p to this Current Report on Form 8-K and are incorporated herein by reference.


Item 9.01.	Financial Statements and Exhibits.


(d)	Exhibits


10.18	Tiffany and Company Executive Deferral Plan originally made effective October 1, 1989, as amended and restated effective January 19, 2017.


10.25	2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits, as amended and restated effective January 19, 2017.


10.29l	Form of Cash Incentive Award Agreement for executive officers as adopted on January 19, 2017 under Registrant’s 2014 Employee Incentive Plan.

10.29m

Form of Non-Competition and Confidentiality Covenants for use in connection with Performance-Based Restricted Stock Unit Grants to Registrant’s executive officers, Time-Vesting Restricted Stock Unit Grants, Stock Option Awards and certain non-qualified retirement contributions made to executive officers and certain other officers of Registrant’s affiliated companies pursuant to Registrant’s 2014 Employee Incentive Plan, the Tiffany and Company Executive Deferral Plan and the 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits.


10.29n	Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant’s 2014 Employee Incentive Plan, as revised January 19, 2017.


10.29o	Terms of Performance-Based Restricted Stock Unit Grant (Non-Transferable) to executive officers under Registrant’s 2014 Employee Incentive Plan, as revised January 19, 2017.


10.29p	Terms of Restricted Stock Unit Grant (Non-Transferable) under Registrant’s 2014 Employee Incentive Plan, as revised January 19, 2017.


10.36	Corporate Governance Principles, as amended and restated effective January 19, 2017.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




		TIFFANY & CO.
		(Registrant)

		By: /s/ Leigh M. Harlan
		Leigh M. Harlan
		Senior Vice President, Secretary
		and General Counsel
Date: January 25, 2017

EXHIBIT INDEX


Exhibit No.	Description


10.18	Tiffany and Company Executive Deferral Plan originally made effective October 1, 1989, as amended and restated effective January 19, 2017.


10.25	2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits, as amended and restated effective January 19, 2017.


10.29l	Form of Cash Incentive Award Agreement for executive officers as adopted on January 19, 2017 under Registrant’s 2014 Employee Incentive Plan.

10.29m


10.29n	Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant’s 2014 Employee Incentive Plan, as revised January 19, 2017.


10.29o	Terms of Performance-Based Restricted Stock Unit Grant (Non-Transferable) to executive officers under Registrant’s 2014 Employee Incentive Plan, as revised January 19, 2017.


10.29p	Terms of Restricted Stock Unit Grant (Non-Transferable) under Registrant’s 2014 Employee Incentive Plan, as revised January 19, 2017.


10.36	Corporate Governance Principles, as amended and restated effective January 19, 2017.

Exhibit 10.18

TIFFANY AND COMPANY

EXECUTIVE DEFERRAL PLAN

AMENDED AND RESTATED AS OF JANUARY 19, 2017

WHEREAS, effective October 1, 1989, Tiffany and Company, a New York corporation, established an unfunded executive deferral plan for the benefit of a select group of management or highly compensated employees;

WHEREAS, effective October 1, 1998, Tiffany and Company amended such plan to permit additional executives and the directors of its parent corporation, Tiffany & Co., a Delaware corporation, to participate and to provide certain additional alternatives with respect to compensation deferred in accordance with such plan;

WHEREAS, effective January 1, 2003, Tiffany and Company and its parent corporation further amended such plan to (i) eliminate Education Accounts, (ii) provide for the establishment of an unlimited number of Fixed Period Benefit subaccounts for pre-Retirement distributions, (iii) permit elections for deferral of Bonus Compensation to be made during the Plan Year that immediately proceeds the Plan Year in which such Bonus Compensation would otherwise be paid but limit deferral of Bonus Compensation to 90% of Bonus Compensation, (iv) allow the Administrator to make hardship distributions in circumstances that may or may not result from a Disability, (v) allow Participants to make daily changes in the Investment Funds used to value their respective Deferred Benefit Accounts, (vi) vary the Investment Funds available for such purposes and (vii) extend the Enrollment Period to the months of November and December each year.

WHEREAS, effective November 1, 2005, Tiffany and Company and its parent corporation further amended such plan to (i) permit executives of Iridesse, Inc. to participate, (ii) bring the plan into compliance with Section 409A of the Code as follows: (a) by requiring a recently Eligible Employee who wishes to participate in the year he becomes eligible to make a written election to become a Participant within thirty (30) days of his becoming eligible; (b) by requiring that Participants who wish to defer Bonus Compensation elect to

do so no later than six months before the end of the fiscal year to which such Bonus Compensation relates; (c) by requiring that elections to change the time and form of a distribution (i) be made at least twelve months in advance, and (ii) not defer distribution for a period of less than five years from the date such distribution would otherwise have been made; (d) requiring that Specified Employees not receive certain distributions resulting from a Termination of Service earlier than six months after the date of the Termination of Service; (e) providing that, in the event of plan termination, the Employer shall pay a benefit to the Participant or his Beneficiary as otherwise required under the plan; and (f) decreasing the minimum Retirement Account balance eligible for distribution on an installment basis; and (iii) make other miscellaneous modifications.

WHEREAS, effective January 1, 2006, Tiffany and Company and its parent corporation further amended such plan to change the Enrollment Period to the months of January through June each year, and to update such plan to reflect current operational practices.

WHEREAS, effective December 31, 2008, Tiffany and Company further amended such plan to change the definition of Termination of Service to ensure compliance with Section 409A of the Code.

WHEREAS, effective August 1, 2009, Tiffany and Company and its parent corporation further amended such plan to permit redirection of past contributions amongst Retirement Accounts.

WHEREAS, effective as of February 1, 2010, Tiffany and Company and its parent corporation further amended such plan to provide benefits for eligible participants whose DCRB contributions under the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan are limited by the Internal Revenue Code.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

WHEREAS, effective as of September 4, 2012, Tiffany and Company and its parent corporation further amended such plan to vary the Investment Funds used to value Deferred Benefit Accounts.

WHEREAS, effective as of July 1, 2013, Tiffany and Company and its parent corporation further amended such plan to vary the Investment Funds used to value Deferred Benefit Accounts and to authorize Tiffany and Company to vary the Investment Funds due to underperformance, in the absence of approval from the parent corporation.

WHEREAS, effective as of March 17, 2016, Tiffany and Company and its parent corporation further amended such plan to revise the terms of the Non-Competition and Confidentiality Covenants.

WHEREAS, effective as of January 19, 2017, Tiffany and Company and its parent corporation further amended such plan to revise the terms of the Non-Competition and Confidentiality Covenants.

WHEREAS, the purpose of the plan is to provide selected executives and directors an opportunity to defer a portion of their compensation in a manner best suited to each participant’s individual needs.

NOW, THEREFORE, to carry the above intentions into effect, Tiffany and Company does enter into this Amended and Restated Plan effective as of January 19, 2017.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

This Plan shall be known as the

TIFFANY AND COMPANY

EXECUTIVE DEFERRAL PLAN

ARTICLE I

DEFINITIONS

“Administrator” means the individual appointed to administer the Plan pursuant to

Article VII.

“ Affiliate ” means, 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.

“ Base Compensation ” means a Participant’s salary and wages, including Executive Deferral Contributions made hereunder and any pretax elective deferrals to any Employer sponsored retirement savings plan or cafeteria plan, qualified pursuant to Section 401(k) or Section 125 of the Code, but excluding bonuses and overtime, all other Employer contributions to benefit plans, remuneration attributable to Employer sponsored stock option plans and all other forms of remuneration or reimbursement.

“Beneficiary” means the person, persons, trust or other entity, designated by written revocable designation filed with the Administrator by the Participant to receive payments in the event of the Participant’s death. If a designated Beneficiary does not survive the Participant or if no Beneficiary is designated as provided above, the Beneficiary shall be the legal representative of the Participant’s estate. If a designated Beneficiary survives the Participant but dies before payment in full of benefits under this Plan has been made, the legal representative of such Beneficiary’s estate shall become the Beneficiary. References to a Participant in this Plan in connection with payments hereunder shall also refer to such Participant’s Beneficiary unless the context clearly requires otherwise.

“Benefit Distribution Date” means a future date (or dates) selected by a Participant during the applicable Enrollment Period within guidelines established by the Administrator, as

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

adjusted as permitted in this Plan, on which the Participant shall be entitled to a benefit pursuant to this Plan equal to all or a designated portion of the balance of his Fixed Period Benefit Account.

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

“Bonus Compensation” means cash compensation paid to a Participant, excluding Base Compensation, under the Employer’s bonus program or programs (including, but not limited to cash Incentive Awards under Section 8 of Parent’s 1998 Employee Incentive Plan or Section 8 of Parent’s 2005 Incentive Plan), as such may exist and be modified from time to time, and payable to a Participant following the conclusion of the Employer’s fiscal year in respect of service performed at any time during such fiscal year.

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


(i)	Participant’s conviction or plea of no contest to a felony involving financial impropriety or a felony which would tend to subject the Employer or any of its Affiliates to public criticism or materially interfere with Participant’s continued service to the Employer or its Affiliate;


(ii)	Participant’s willful and unauthorized disclosure of material “Confidential Information” (as that term is defined in the Non-Competition and Confidentiality Covenants) which disclosure is in breach of such Covenants and actually results in substantive harm to the Employer’s or its Affiliate’s business or puts such business at an actual competitive disadvantage;

(iii)

Participant’s willful failure or refusal to perform substantially all such proper and achievable directives issued by Participant’s superior (other than: (A) any such failure resulting from Participant’s incapacity due to physical or mental illness, or (B) any such refusal made by Participant in good faith because Participant believes such directives to be illegal, unethical or immoral) after a written demand for substantial performance is delivered to Participant on behalf of Employer, which demand specifically identifies the manner in which Participant has not

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

substantially performed Participant’s duties, and which performance is not substantially corrected by Participant within ten (10) days of receipt of such demand;


(iv)	Participant’s commission of any willful act which is intended by Participant to result in his personal enrichment at the expense of the Employer or any of its Affiliates, or which could reasonably be expected by him to materially injure the reputation, business or business relationships of the Employer or any of its Affiliates;


(v)	A theft, fraud or embezzlement perpetrated by Participant upon Employer or any of its Affiliates.

For purposes of this definition, 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 such action or omission was in the best interests of, Employer or its Affiliate. Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for Cause for the purposes of this Plan 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 (3/4th) of the entire membership of the Board (exclusive of the Participant if Participant is a member of such Board) at a meeting called and held for such purpose (after reasonable notice to Participant and an opportunity for Participant, together with counsel for Participant, to be heard before such Board), finding that, in the good faith opinion of such Board, Cause exists as set forth above.

“Committee” means the Board of Directors of Tiffany, which shall have authority over this Plan.

“Compensation” means Base Compensation, Bonus Compensation and Directors Compensation in the aggregate.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“DCRB Contribution” shall have the meaning given such term under the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan.

“DCRB Plan” means the portion of the Tiffany & Co. Employee Profit Sharing and

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

Retirement Savings Plan providing for “DCRB Contributions” as defined under such plan.

“Deferral Agreement” means a written or electronic agreement between a Participant and the Employer, whereby a Participant agrees to defer a portion of his Compensation and the Employer agrees to provide benefits pursuant to the provisions of this Plan.

“Deferred Benefit Accounts” mean Retirement Accounts and Scheduled In-Service Withdrawal Accounts.

“Determination Date” shall mean the last business day of every month, for each Participant, his date of death, Retirement, or other termination of services with Employer and, with respect to Independent Directors only, termination of service as a Director.

“Director” means a member of Parent’s Board of Directors.

“Directors Compensation” means a Director’s annual retainer and any incremental annual retainer paid or payable by Parent to Director for service as a Director, including any per-meeting-attended compensation, but excluding Parent’s contributions to benefit and retirement plans, remuneration attributable to Parent-sponsored stock option plans and all other forms of remuneration or reimbursement.

“Disability” means a condition such that a Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of Participant’s Employer.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

“Education Account” means a Deferred Benefit Account established pursuant to

Section 4.1.

“Effective Date” means October 1, 1989.

“Eligible Student” means an individual who is a relative of a Participant and who is younger than the age of 14 when a subaccount is initially established, pursuant to Section 4.3B.

“Eligible Employees” means Directors, all officers of the Employer, “director”-level employees of Employer, and such other management and other highly compensated employees of the Employer as identified and approved by the Committee.

“Employer” means Tiffany, Parent, and Irridesse, or any other business entity which adopts this Plan with consent of the Board of Directors of Parent.

“Enrollment Period” means, with respect to any Plan Year, the months of January through June in the year preceding such Plan Year. The Enrollment Period may be extended through July in the year preceding such Plan Year, upon an Eligible Employee’s request and at the Administrator’s discretion. With respect to a person who becomes an Eligible Employee during the course of a Plan Year, in respect of such Plan Year the Enrollment Period means the thirty day period following the date he becomes an Eligible Employee.

“Excess DCRB Contribution” means the Plan contribution described in Sections 3.3 and 3.4.

“Executive Deferral Contribution” means the Plan contribution described in Section 3.2.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

“Fixed Period Benefit Account” means a Deferred Benefit Account established pursuant to Section 4.3C.

“Independent Director” means a Director who is not an employee of Employer at the time Participation in this Plan commences.

“Investment Fund” or “Fund” means any one of the investment funds described in Schedule 4.5 which shall serve as means to measure value increases or decreases with respect to a Participant’s Deferred Benefit Accounts.

“Iridesse” means Iridesse, Inc., a Delaware corporation, and any successor organization.

“Non-Competition and Confidentiality Covenants” means an instrument in substantially the form of Exhibit A attached duly completed and executed by a Participant who is eligible to receive an Excess DCRB Contribution.

“Parent” means Tiffany & Co., a Delaware corporation, and any successor organization.

“Participant” means any Eligible Employee who has met the conditions for participation as set forth in Article II.

“Permitted Retirement Age” means that date on which the Participant has attained age 55, provided that if the Participant is an Independent Director the Permitted Retirement Age for such Participant shall be his age on the date his participation in the Plan commenced.

“ 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.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

“Plan” means the Tiffany and Company Executive Deferral Plan as described in this instrument, as amended from time to time.

“Plan Year” means the period from the November 1, 1989 through December 31, 1989 and thereafter, the twelve (12) consecutive month period beginning on each January 1 and ending on each December 31.

“Pre-2005 Balances” means Deferred Benefit Account balances as of December 31, 2004, including any Investment Fund performance subsequent to December 31, 2004 (i) credited to such Accounts and (ii) attributable to balances as of December 31, 2004.

“Retirement” means any Termination of Service by a Participant after attaining his Permitted Retirement Age, provided that if the Participant is an Independent Director, Retirement shall mean any Termination of Service after attaining his Permitted Retirement Age.

“Scheduled In-Service Withdrawal Account” means an Education Account or a Fixed Period Benefit Account, provided that, on and after January 1, 2003, all Education Accounts shall be converted to Fixed Period Benefit Accounts.

“Select Management Employee” means an Eligible Employee who has been appointed by the Board as an officer of Tiffany and Company with the title of Vice President, Group Vice President, Senior Vice President, Executive Vice President, President, Chairman of the Board, chief operating officer, or who otherwise has been specifically designated a Select Management Employee by the Board. For the purpose of this definition, once a person has been appointed a Select Management Employee, he or she will be deemed, for the purposes of this Plan, to remain a Select Management Employee, regardless of any subsequent change in title or responsibility. Notwithstanding the foregoing, the term “Select Management Employee” does not include any person (a) whose principal place of work is outside the United States and (b) who is paid his

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

Compensation from a foreign bank or bank branch or who is eligible to receive retirement, severance or similar benefits under foreign law or as a result of foreign custom.

“Specified Amount” means $130,000, adjusted as provided in Section 416(i)(1)(A) of the Code.

“Specified Employee” means (a) a Participant who is (i) an officer of the Employer by which such Participant is employed and (ii) who has an annual compensation greater than the Specified Amount, (b) a Participant who is a five-percent owner of the Employer by which such Participant is employed, or (c) a Participant who is a one-percent owner of the Employer by which such Participant is employed and having an annual compensation from the Employer of more than $150,000. Status as a Specified Employee shall be determined as of the December 31 most recently preceding Participant’s Termination of Service date.

“Termination of Service” means:

(a)

with respect to Participant who is not an Independent Director, a termination of services provided by the Participant to the Employer, whether voluntarily or involuntarily, as determined by the Committee in accordance with Section 409A of the Code and Section 1.409A-1(h) of the Treasury Regulations. In determining whether a Participant who is not an Independent Director has experienced a Termination of Service, the following provisions shall apply:

(i)

Termination of Service shall occur when the Participant has experienced a termination of employment with the Employer. A Participant shall be considered to have experienced a termination of employment for this purpose when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (A) no further services will be performed by the Participant for the Employer after the applicable date, or (B) that the level of bona fide services the Participant

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

will perform for the Employer after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by the Participant (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months).

(ii)

If the Participant is on military leave, sick leave, or other bona fide leave of absence, other than a Disability leave, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.


(b)	With respect to a Participant who is an Independent Director, a “Termination of Service” shall occur when such Participant ceases to be a Director, provided that Director and Employer do not anticipate resumption of services as a Director or Employee.


(c)	With respect to a Participant who serves simultaneously as a Director and an employee of Employer, a Termination of Service shall occur as described in

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

paragraph (a) above for all contributions prior to such Termination of Service. Should such Participant continue as a Director following a Termination of Service pursuant to section (a) above, and continue executive deferral contributions under the Plan as an Independent Director, a Termination of Service shall occur pursuant to section (b) above for the purposes of such executive deferral contributions.

“Tiffany” means Tiffany and Company, a New York corporation, and any successor organization.

“Retirement Account” means a Deferred Benefit Account established pursuant to Section 4.1.

“Vested” means that portion of a Participant’s Deferred Benefit Accounts to which the Participant has a nonforfeitable right as defined in Section 5.1.

“Treasury Regulations” means the Treasury Regulations promulgated pursuant to the Code, as amended from time to time.

ARTICLE II

MEMBERSHIP IN THE PLAN

2.1

Commencement of Participation. Each Eligible Employee who is an Eligible Employee at any time during the Enrollment Period for any Plan Year shall be eligible to become a Participant in the Plan as of the first day of such Plan Year. Notwithstanding the foregoing, but subject to the limitation expressed in Subsection 3.2 F below, each employee or Director who first becomes an Eligible Employee throughout the course of the Plan Year shall be eligible to become a Participant with respect to said Plan Year as of the first day of the month that is at least thirty (30) days after he is designated as an Eligible Employee provided that he shall have made a written election to become a Participant within thirty (30) days of such designation and provided further that such election shall not be effective with respect to

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

Compensation earned for services performed prior to the date of such election. Moreover, effective on and after February 1, 2010, if an Eligible Employee who is also a Select Management Employee is entitled to a DCRB Contribution under the DCRB Plan, and such DCRB Contribution is curtailed by reason of the limitations under Sections 401(a)(17) or 415 of the Code, the Eligible Employee shall receive an Excess DCRB Contribution under this Plan effective as of the date that such DCRB Contribution is made under the DCRB Plan regardless of whether the Eligible Employee has elected to participate in this Plan for any other purpose.

2.2

Procedure For and Effect of Admission. Each individual who becomes eligible for admission to participate in this Plan shall complete such forms and provide such data as are reasonably required by the Employer as a condition of such admission. By becoming a Participant, each individual shall for all purposes be deemed conclusively to have assented to the provisions of this Plan and all amendments hereto.

2.3

Cessation of Participation. Except as provided in Section 3.4C, a Participant shall cease to be a Participant when he incurs a Termination of Service, or, for purposes of Excess DCRB Contributions, on the date on which he ceases to be a participant under the DCRB Plan. Such persons, and all active Participants on the termination of the Plan, shall be deemed “former active Participants”. Notwithstanding the foregoing, a former active Participant will be deemed a Participant, for all purposes of this Plan except with respect to contributions as described in Article III, as long as such former active Participant retains a benefit pursuant to the terms of Article VI.

ARTICLE III

PLAN CONTRIBUTIONS


3.1	Executive Deferral Contribution. For each Plan Year, each Eligible Employee may, by timely filing a Deferral Agreement with the Administrator, authorize the

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

Employer to reduce his Base Compensation, his Bonus Compensation, his Directors Compensation or any combination of the foregoing, by fixed percentages, and to have corresponding fixed dollar amounts credited to his Deferred Benefit Accounts in accordance with Section 4.2. Credit to Deferred Benefit Accounts shall be made in equal installments for each pay period in respect of Base Compensation reductions and in a lump sum for each payment in respect of Bonus Compensation and Directors Compensation reductions. Subject to the rules set forth in Section 3.2 below, each Eligible Employee shall file a Deferral Agreement with the Administrator or his appointee during the applicable Enrollment Period for each Plan Year.


3.2	Rules Governing Executive Deferral Contributions.

A. Throughout any one Plan Year, a Participant may defer all or any portion of his Compensation, except that a Participant may not defer: less than $2,000 in any Plan Year ending on or before December 31, 2002 or less than $1,000 in any other Plan Year (except Plan Years in which the Participant elects not to defer any portion of his Compensation); more than 50% of Base Compensation in any Plan Year; or more than 90% of Bonus Compensation payable in any Plan Year ending after December 31, 2002; or, for a person who becomes an Eligible Employee during the course of a Plan Year, any portion of Base Compensation or Bonus Compensation applicable to services performed prior to the Eligible Employee’s date of election in that Plan Year.

B. The amount of Compensation that a Participant elects to defer shall be credited to the Participant’s Deferred Benefit Accounts during each Plan Year on or about that date on which the Participant would have, but for his deferral election, have been paid such Compensation.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

C. An election to defer Compensation pursuant to this Plan is irrevocable and shall continue until the earlier of: (i) the Participant’s Termination of Service, or (ii) the end of the Plan Year for which the deferral is effective.

D. In respect of Bonus Compensation, an election to defer must be made no later than six months before the end of the fiscal year with respect to which such Bonus Compensation relates.

E. Except as expressly provided in subsection D. above, each Eligible Employee shall file a Deferral Agreement with the Administrator during the applicable Enrollment Period for the Plan Year in question.

F. No person who becomes an Eligible Employee during the course of Employer’s Fiscal Year may file a Deferral Agreement with respect to Bonus Compensation for that Fiscal Year except as expressly provided in subsection D. above.

3.3

Excess DCRB Contribution. Effective on and after February 1, 2010, if an Eligible Employee who is also a Select Management Employee is entitled to a DCRB Contribution under the DCRB Plan, and such DCRB Contribution is curtailed by reason of the limitations under Sections 401(a)(17) or 415 of the Code, the Eligible Employee shall have an Excess DCRB Contribution credited to his Deferred Benefit Accounts in accordance with Section 4.2 effective as of the date such DCRB Contribution is made under the DCRB Plan, regardless of whether the Eligible Employee has elected to participate in this Plan for any other purpose.


3.4	Rules Governing Excess DCRB Contributions.

A. The amount of an Excess DCRB Contribution shall equal the excess of (i) the amount of the DCRB Contribution that would have been made under the terms of the DCRB Plan without giving effect to the limit on compensation imposed

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

by Section 401(a)(17) of the Code or the limit on annual additions imposed by Section 415 of the Code, over (ii) the actual amount of the DCRB Contribution made on behalf of such Eligible Employee.

B. No Deferral Agreement shall be required for an Excess DCRB Contribution.

C. If a Participant is eligible to continue receiving DCRB Contributions under the DCRB Plan while in receipt of payments under an employer-sponsored sickness or disability income plan or program, such Participant shall continue to be eligible to have allocations of Excess DCRB Contributions credited to his Deferred Benefit Accounts to the extent the requirements of Section 3.3 and this Section 3.4 are otherwise met. Such Excess DCRB Contributions may continue notwithstanding the Participant’s Termination of Service due to Disability.

ARTICLE IV

PARTICIPANT’S ACCOUNTS


4.1	Establishment of Accounts. The following Deferred Benefit Accounts shall be established with respect to each Participant:

A. Retirement Account,

B. Scheduled In-Service Withdrawal Accounts.

All contributions on behalf of a Participant shall be deposited to the appropriate Deferred Benefit Account, in accordance with Section 4.2.


4.2	Deferred Benefit Allocation. Each Eligible Employee shall submit to the Administrator, before the close of the Enrollment Period for each Plan Year, a written statement specifying the Eligible Employee’s allocation of anticipated

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

contributions with respect to his Deferred Benefit Accounts. Notwithstanding the foregoing, an Excess DCRB Contribution shall be allocated only to the Eligible Employee’s Retirement Account.


4.3	Suballocation Within the Deferred Benefit Accounts.

A. Retirement Subaccounts. In the event a Participant shall allocate a portion of his anticipated contributions to his Retirement Account, he may, during each applicable Enrollment Period, direct tha t portion of his anticipated contributions to (i) a lump sum subaccount or to (ii) one of four installment subaccounts.

A Participant entitled to receive Excess DCRB Contributions shall be permitted to select a Retirement subaccount for such contributions that is different from the Retirement subaccount selected for other contributions under the Plan. If a Participant entitled to receive an Excess DCRB Contribution has not selected a Retirement subaccount for such contributions, his Excess DCRB Contribution shall be allocated to the Retirement subaccount most recently selected by the Participant prior to the time such Excess DCRB Contribution is made or, if no such Retirement subaccount has been selected, to the lump sum subaccount. Notwithstanding the foregoing, if no Retirement subaccount has been selected by the Participant prior to his first Excess DCRB Contribution, the Participant shall be permitted to select a Retirement subaccount for such contribution (and for future Excess DCRB Contributions) at any time during the Enrollment Period ending in the calendar year in which such first Excess DCRB Contribution is made or such other time as may be permitted by the Administrator (but in no event later than December 31 of such calendar year).

Each Participant may only have one Retirement subaccount, except that a Participant entitled to receive Excess DCRB Contributions shall be permitted to have two Retirement subaccounts-one for Excess DCRB Contributions and

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

one for other contributions under the Plan..

Subject to Section 6.1.F below, the lump sum Retirement subaccount will be paid out in a lump sum within ninety (90) days of Retirement, and the installment Retirement subaccount will be paid in five (5), ten (10), fifteen (15) or twenty (20) annual installments, all pursuant to Section 6.1. In the absence of such designation, contributions for that Plan Year will be paid out in a lump sum as aforesaid.

Participants may, by written election made before December 31, 2006, redirect contributions made before the date of such election to Participant’s Retirement Account from the lump sum Retirement subaccount or any of the three installment Retirement subaccounts to the lump sum account or to any of the four installment subaccounts, provided (i) that each Participant shall, at the conclusion of such redirection process, have only one Retirement subaccount; and (ii) that such redirection shall not affect payments the Participant would otherwise receive in calendar year 2005 or 2006.

On and after August 1, 2009, Participants shall have a one-time option during his period of participation in the Plan to redirect, by written election, prior contributions to Participant’s Retirement Account from the lump sum Retirement subaccount or any of the four installment Retirement subaccounts to the lump sum Retirement account or to any of the four installment Retirement subaccounts, provided (i) that each Participant shall, at the conclusion of such redirection process, have only one Retirement subaccount (or two Retirement subaccounts in the case of a Participant who has received Excess DCRB Contributions and has selected a separate Retirement subaccount for such contributions); (ii) that Participant’s Retirement shall occur no earlier than one year after Participant’s written election for redirection is received by the Plan Administrator; and (iii) Participant elects that distributions under the Retirement

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

Subaccount resulting from the redirection hereunder, whether in a lump sum account or any of the four installment subaccounts, shall commence five years after Participant’s Retirement. Should Participant’s Retirement occur within one year following the date on which the Plan Administrator receives the written election for redirection under this paragraph, such written election shall be deemed null and void and Participant’s prior written election shall apply. A Participant who has received Excess DCRB Contributions and has selected two Retirement subaccounts (one for Excess DCRB Contributions and one for other contributions under the Plan) shall be permitted to make the one-time election described in this paragraph with respect to each such Retirement subaccount, and such elections need not be made at the same time.

B. Education Subaccounts. In the event a Participant shall allocate a portion of his anticipated contributions to his Education Account, the Participant may further allocate amongst subaccounts on behalf of Eligible Students. Said allocation shall be made in writing prior to the beginning of the Plan Year on Participant’s Deferral Agreement, or such other forms as are required by the Administrator. In the absence of such suballocation, all contributions to the Participant’s Education Account shall be equally allocated among the Participant’s Education subaccounts. A Participant’s election pursuant to Section 4.5 shall apply uniformly to each subaccount. A Participant, in any one Plan Year, may not allocate less than $1,000 (except in Plan Years in which the Participant elects not to defer any portion of his Compensation) to any one Education subaccount.

Notwithstanding the foregoing, no Education Accounts shall be established effective following the Plan Year ending December 31, 2002, and all Education Accounts in effect as of such date shall be converted to Fixed Period Benefit Accounts or subaccounts by filing a conversion schedule with the Administrator by which benefits payable in respect of each such Education Account and subaccount shall become payable upon a specific Benefit Distribution Date

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

provided, however, that no conversion schedule shall permit amounts accumulated pursuant to the Plan prior to January 1, 2003 to be paid to a Participant or Beneficiary prior to the time such Participant or Beneficiary would have been entitled to such payment under the Plan as it existed prior to the amendments made effective January 1, 2003.

C. Fixed Period Benefit Subaccounts. In the event a Participant shall allocate a portion of his anticipated contributions to his Fixed Period Benefit Account, the Participant may further allocate amongst subaccounts differentiated by Benefit Distribution Dates. Said allocation shall be made in writing prior to the beginning of the Plan Year on Participant’s Deferral Agreement, or such other forms as are required by the Administrator, provided that (i) each Participant shall have a one-time option in respect of each of his Benefit Distribution Dates to change such Benefit Distribution Date to a date at least five years subsequent to such original Benefit Distribution Date and (ii) such option is exercised, if at all, at least one year prior to the original Benefit Distribution Date by written notice to the Administrator. In the absence of such suballocation, all contributions to the Participant’s Fixed Period Benefit Account shall be equally allocated among Participant’s subaccounts. A Participant’s election pursuant to Section 4.5 shall apply uniformly to each subaccount. A Participant, in any one Plan Year, may not allocate less than $1,000 (except in Plan Years in which the Participant elects not to defer any portion of his Compensation) to any one Fixed Period subaccount. For elections made prior to November of 2002, a Participant shall not elect a Benefit Distribution Date with respect to the Fixed Period Benefit Account which occurs prior to twenty-four (24) months from the date on which the first contribution to such subaccount is first credited except as provided in Section 4.1 above. For elections made in or after November of 2002, a Participant shall not elect a Benefit Distribution Date with respect to a Scheduled In-Service Withdrawal Account which occurs prior to twenty-four (24) months from the last day in the Plan Year in which such election is made.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

4.4

Irrevocable Benefit Allocation. Once an Eligible Employee has allocated anticipated contributions under the Plan and the Plan Year has begun, he may not modify, alter, amend or revoke said allocations. Notwithstanding, a Participant may, prior to the commencement of a new Plan Year, elect to modify, alter, amend or revoke his future allocations to his Deferred Benefit Accounts (other than allocations of Excess DCRB Contributions) to the extent the Administrator shall provide, effective the first day of such new Plan Year.

4.5

Directed Valuation of Deferred Benefit Accounts. As provided herein, a Participant may direct that his Deferred Benefit Accounts be valued, in accordance with Section 4.7, as if the account was invested in one or more of the Investment Funds listed in Schedule 4.5 attached. The Committee may, from time to time, add additional Investment Funds to Schedule 4.5. A Participant shall submit to the Plan Administrator in writing his investment selection for evaluation purposes. The Participant may select one or more investment funds in multiples of 1%. A Participant may make a separate selection with respect to each Deferred Benefit Account. Investment Fund elections may be made daily. The Committee may designate one or more Investment Funds to be used to value a Participant’s Deferred Benefit Accounts in the event the Participant fails to make an investment selection.

4.6

Administration of Investments. The investment gain or loss with respect to contributions made to the Deferred Benefit Accounts on behalf of a Participant shall continue to be determined in the manner selected by the Participant, pursuant to Section 4.5, until a new designation is filed with the Plan Administrator. If any Participant fails to file a designation, he shall be deemed to have designated the first Investment Fund listed in Schedule 4.5 attached. A designation filed by a Participant changing his Investment Funds shall apply to future contributions and/or amounts already accumulated in his Deferred Benefit Accounts. A Participant may change his investment selection at any time throughout the course of each Plan Year.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

Notwithstanding the foregoing sentence, the Administrator retains the discretion to restrict the quantity of investment changes made by a participant in a Plan Year, should that Participant’s investment changes indicate market timing or other abuse.

4.7

Valuation of Deferred Benefit Accounts. The Deferred Benefit Accounts of each Participant shall be valued, on any date prior to complete distribution of all benefits due Participant under this Plan, based upon the performance of the Investment Fund(s) selected by the Participant. Such valuation shall reflect the net asset value expressed per share of the designated Investment Fund(s). The fair market value of an Investment Fund shall be determined by the Administrator. It shall represent the fair market value of all securities or other property held for the respective fund, plus cash and accrued earnings, less accrued expenses and proper charges against the fund. Each Deferred Benefit Account shall be valued separately. A valuation summary shall be prepared on each Determination Date.

4.8

Investment Obligation of the Employer. Benefits are payable as they become due irrespective of any actual investments the Employer may make to meet its obligations. Neither the Employer, nor any trustee (in the event the Employer elects to use a grantor trust to accumulate funds) shall be obligated to purchase or maintain any asset, and any reference to investments or Investment Funds is solely for the purpose of computing the value of benefits. To the extent a Participant or any person acquires a right to receive payments from the Employer under this Plan, such right shall be no greater than the right of any unsecured creditor of the Employer.

4.9

Change of Funds. In the event that any of the Investment Funds designated in Schedule 4.5 attached underperforms in comparison to relevant benchmarks, materially changes its investment objectives, adopts a plan of liquidation, ceases to report its net asset values or otherwise ceases to exist, the Employer may amend this Plan by designating new or additional funds for the purposes of Section 4.7 and each

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

Participant shall redirect the valuation of his or her Deferred Benefit Accounts effective with the date of such amendment.

ARTICLE V

VESTING


5.1	A. Vesting Schedule - Executive Deferral Contributions. A Participant shall have a fully Vested interest with respect to Executive Deferral Contributions and Investment Fund performance credited to such contributions in his Deferred Benefit Accounts, in all instances and at all times.

B. Vesting Schedule - DCRB Contributions. A Participant shall be Vested in his Excess DCRB Contributions and Investment Fund performance credited to such contributions in his Deferred Benefit Accounts if, and to the same extent, he is vested in his DCRB Contributions under the DCRB Plan.

C. Forfeiture of Vested DCRB Contributions . Notwithstanding Section 5.1B, any Excess DCRB Contributions and Investment Fund performance credited to such contributions in a Participant’s Deferred Benefit Accounts that would otherwise be payable to a Participant or to his Beneficiary shall be forfeited in the event that (i) the Participant’s employment with Employer is terminated by the Employer for Cause, (ii) the Participant voluntarily resigns from the Employer prior to reaching Participant’s Permitted Retirement Age and fails to execute and deliver to the Employer the Non-Competition and Confidentiality Covenants prior to the effective date of such resignation, or (iii) a former Participant who has executed and delivered the Non-Competition and Confidentiality Covenants breaches Section 2 of such Covenants.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

ARTICLE VI

BENEFITS/DISTRIBUTIONS

6.1 Termination of Service.


A.	If a Participant incurs a Termination of Service for any reason, the Employer shall pay to the Participant, or to the Participant’s Beneficiary if applicable, a benefit equal to the value of Participant’s Deferred Benefit Accounts, determined pursuant to Section 4.7 and Section 5.1 on such distribution dates as may be applicable under this Article VI.

Subject to Section 6.1.F below, with the exception of funds allocated to the Participant’s Retirement Account, if the Participant incurs a Termination of Service for any reason, the benefit hereunder, including funds allocated to the Participant’s Scheduled In-Service Withdrawal Accounts, shall be paid to the Participant or the Participant’s Beneficiary, as applicable, as a lump sum within ninety (90) days of the date of such Termination of Service, provided that Participant has no discretion or control in determining the Plan Year in which such lump sum amount is paid.

Subject to Section 6.1.F below, with respect to funds allocated to the Participant’s Retirement Account, if the Participant incurs a Termination of Service for any reason other than his Retirement or Disability, the benefit hereunder allocated to such Retirement Account, shall be paid to the Participant or the Participant’s Beneficiary, as applicable, as a lump sum within ninety (90) days of the date of such Termination of Service.


D.	Subject to Section 6.1.F below, with respect to funds allocated to the Participant’s Retirement Account, if the Participant incurs a Termination of Service by reason of his Retirement, the benefit hereunder allocated to such

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

Retirement Account, shall be paid to the Participant or the Participant’s Beneficiary, as provided in Section 6.2 below.

With respect to funds allocated to the Participant’s Retirement Account, if the Participant incurs a Termination of Service by reason of his Disability, the Participant shall remain as a Participant in the Plan but shall be ineligible for further contributions to his Deferred Benefit Accounts except as otherwise provided in Section 3.4C. In that circumstance, funds allocated to the Participant’s Retirement Account shall be paid to him commencing on his 65 ^th birthdayin the form he elected pursuant to Section 4.3A.

Notwithstanding anything stated in this Plan to the contrary, if a Participant who is a Specified Employee incurs a Termination of Service, other than by reason of such Participant’s death or Disability, no distribution of, payment from or benefit in lieu of Participant’s Deferred Benefit Accounts other than Pre-2005 Balances shall be made until the expiration of a period of six months following such Separation of Service, and any payments otherwise scheduled under this Plan during such six-month period shall be deemed deferred until the earlier of the expiration of such six-month period or such Participant’s death. On the expiration of such six month period (or such Participant’s death) all such deferred payments shall be promptly made and all other payments shall be made as otherwise scheduled or provided for herein.


6.2	Retirement Account - Form of Payment:


A.	Subject to Section 6.1F, if the Participant’s Termination of Service shall occur as a result of Participant’s Retirement or Disability, and the Participant has elected deferrals to a lump sum subaccount under Section 4.3A, the value of such subaccount is to be paid to the Participant within 90 days of (i)

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

the date of his Retirement, (ii) in the case of Participant who has made a written election on and after August 1, 2009 for redirection, pursuant to the fifth paragraph of 4.3A, the fifth anniversary of his Retirement, or (iii) in the case of Disability, his 65 ^th birthday; provided that, in all cases, Participant has no discretion or control in determining the Plan Year in which such lump sum amount is paid. Subject to Section 6.1F, if the Participant’s Termination of Service shall occur as a result of Participant’s Retirement or Disability, and the Participant has elected deferrals to an installment subaccount under Section 4.3A, the benefit in respect of such subaccount shall be paid by Employer to Participant in five, ten, 15 or 20 annual installments beginning within 90 days of (x) the date of his Retirement, (y) in the case of Participant’s written election on and after August 1, 2009 for redirection, pursuant to the fifth paragraph of 4.3A, the fifth anniversary of Participant’s Retirement, or (z) in the case of Disability, his 65 ^th birthday; provided that, in all cases, Participant has no discretion or control in determining the Plan Year in which such lump sum amount is paid; and with each subsequent annual installment to be paid on or before February 1 of each subsequent year, determined as follows:



Five Annual Installments
Benefit Year			Percentage of Installment Retirement Account
1 (Year of Retirement/5 ^th anniversary of Retirement/65 ^th birthday)			20%
2			25%
3			33%
4			50%
5			100%

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017



Ten Annual Installments
Benefit Year	Percentage of Installment Retirement Account
1 (Year of Retirement/5 ^th anniversary of Retirement/65 ^th birthday)		10%
2		11%
3		13%
4		14%
5		17%
6		20%
7		25%
8		33%
9		50%
10		100%



Fifteen Annual Installments
Benefit Year	Percentage of Installment Retirement Account
1 (Year of Retirement/5 ^th anniversary of Retirement/65 ^th birthday)		7%
2		7%
3		8%
4		8%
5		9%
6		10%
7		11%
8		12%
9		12%
10		17%
11		20%
12		25%
13		33%
14		50%
15		100%

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017



Twenty Annual Installments
Benefit Year	Percentage of Installment Retirement Account
1 (Year of Retirement/5 ^th anniversary of Retirement/65 ^th birthday)		5%
2		5%
3		6%
4		6%
5		6%
6		7%
7		7%
8		8%
9		8%
10		9%
11		10%
12		11%
13		13%
14		14%
15		17%
16		20%
17		25%
18		33%
19		50%
20		100%

In the event a Participant receiving such installments dies before all installments are paid, his Beneficiary shall receive the balance remaining in such subaccount in a lump sum.

Subject to Section 6.1.F, notwithstanding any provision to the contrary, if at the time benefits are to commence, the Participant’s Retirement Account has a value less than $10,000, the Participant’s benefit hereunder shall be paid to the Participant as a lump sum within ninety (90) days of Participant’s Termination of Service, provided that Participant has no discretion or control in determining the Plan Year in which such lump sum amount is paid.


6.3	Education Account.


A.	If a Participant does not incur a Termination of Service prior to January 1 of the calendar year in which an Eligible Student of the Participant attains a

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

Determination Age, the Employer shall pay to the Participant a benefit, as soon as administratively possible, determined as follows:



Eligible Student's Determination Age	Percentage of Eligible Student's Subaccount

18	25	%
19	33	%
20	50	%
21	100	%


B.	Subject to Section 6.1F if a Participant should incur a Termination of Service for any reason while having a balance in his Education Account, the Vested portion of the balance shall be distributed to the Participant, or Beneficiary if applicable, in accordance with Section 6.1.


C.	Notwithstanding any provision to the contrary, if, on the January 1 of the calendar year in which an Eligible Student of Participant attains age 18, the Eligible Student’s subaccount has a balance of less than $20,000, then said balance shall be paid to the Participant as soon as administratively possible.


6.4	Fixed Period Benefit Account.

If a Participant does not incur a Termination of Service prior to a designated Benefit Distribution Date, the Employer shall pay to the Participant a benefit equal to the balance of the Participant’s subaccount which has been earmarked with respect to said Benefit Distribution Date, provided, however, that each Participant shall have a one-time option in respect of each such Benefit Distribution Date, to postpone the Benefit Distribution Date for no less than five years, such option to be exercised, if at all, by written notice give to the Administrator no less than one year earlier than such original Benefit Distribution Date.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017


B.	Subject to Section 6.1.F, if a Participant should incur a Termination of Service for any reason while having a balance in his Fixed Period Benefit Account, the balance shall be distributed to the Participant, or Beneficiary, if applicable, in accordance with Section 6.1


6.5	Unforeseeable Emergency Distribution.

In the event of an unforeseen emergency, a Participant may apply in writing to the Committee for withdrawal against his Deferred Benefit Accounts, other than Excess DCRB Contributions and Investment Fund performance credited to such contributions in his Deferred Benefit Accounts. The withdrawal shall only be allowed at the discretion of the Committee and for purposes which constitute an “unforeseeable emergency” as defined in Section 409A(a)(2)(B)(ii)(I) of the Code and regulations promulgated thereunder. For the purpose of withdrawals, the value of all available Deferred Benefit Accounts shall be determined on the Determination Date next following the date as of which the application is approved by the Committee and shall be paid as soon as practical thereafter. The Committee shall approve such application only to relieve an unforeseeable emergency and shall make no distribution in excess of the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated by the Participant as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). In making a determination whether to approve any such application, the Committee may require the Participant to submit such proof as to the existence of such unforeseeable emergency as the Committee shall deem necessary and shall consider all relevant facts and circumstances presented by the Participant. All determinations under this

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

Section shall be based upon uniform and nondiscriminatory rules and standards applicable to all Participants similarly situated and shall be final, conclusive and binding on all interested parties.


B.	To the extent a withdrawal shall be permitted pursuant to this Section 6.5, the Participant’s Deferred Benefit Accounts shall be correspondingly reduced in the following order:


1.	The Fixed Period Benefit Account,


2.	The Education Account,


3.	The Retirement Account.


6.6	Tax Withholding. To the extent required by the law in effect at the time benefits are distributed pursuant to this Article VI, the Employer or its agents shall withhold any taxes required by the federal or any state or local government from payments made hereunder.

ARTICLE VII

ADMINISTRATION

7.1

Appointment of Administrator. Tiffany shall appoint, on behalf of all Participants, an Administrator. The Administrator may be removed by Tiffany at any time and he may resign at any time by submitting his resignation in writing to Tiffany. A new Administrator shall be appointed as soon as possible in the event that the Administrator is removed or resigns from his position. Any person so appointed shall signify his acceptance by filing a written acceptance with Tiffany.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

7.2

Administrator’s Responsibilities. The Administrator is responsible for the day to day administration of the Plan. He may appoint other persons or entities to perform any of his fiduciary functions. Such appointment shall be made and accepted by the appointee in writing and shall be effective upon the written approval of Tiffany. The Administrator and any such appointee may employ advisors and other persons necessary or convenient to help him carry out his duties including his fiduciary duties. The Administrator shall have the right to remove any such appointee from his position. Any person, group of persons or entity may serve in more than one fiduciary capacity.

7.3

Records and Accounts. The Administrator shall maintain or shall cause to be maintained accurate and detailed records and accounts of Participants and of their rights under the Plan and of all investments, receipts, disbursements and other transactions. Such accounts, books and records relating thereto shall be open at all reasonable times to inspection and audit by the Employer and by persons designated thereby.


7.4	Administrator’s Specific Powers and Duties. In addition to any powers, rights and duties set forth elsewhere in the Plan, the Administrator shall have the following discretionary powers and duties:


A.	To adopt such rules and regulations consistent with the provisions of the Plan;


B.	To enforce the Plan in accordance with its terms and any rules and regulations he establishes;


C.	To maintain records concerning the Plan sufficient to prepare reports, returns and other information required by the Plan or by law;

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017


D.	To construe and interpret the Plan and to resolve all questions arising under the Plan;


E.	To direct the Employer to pay benefits under the Plan, and to give such other directions and instructions as may be necessary for the proper administration of the Plan;


F.	To be responsible for the preparation, filing and disclosure on behalf of the Plan of such documents and reports as are required by any applicable federal or state law.

7.5

Employer’s Responsibility to Administrator. The Employer shall furnish the Administrator such data and information as he may require. The records of the Employer shall be determinative of each Participant’s period of employment, termination of employment and the reason therefor, leave of absence, reemployment, years of service, personal data, and compensation reductions. Participants and their Beneficiaries shall furnish to the Administrator such evidence, data, or information, and execute such documents as the Administrator requests.

7.6

Liability. Neither the Administrator nor the Employer shall be liable to any person for any action taken or omitted in connection with the administration of this Plan unless attributable to his own fraud or willful misconduct; nor shall the Employer be liable to any person for such action unless attributable to fraud or willful misconduct on the part of the director, officer or employee of the Employer.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017


7.7	Procedure to Claim Benefits. Each Participant or Beneficiary must claim any benefit to which he is entitled under this Plan by a written notification to the Administrator. If a claim is denied, it must be denied within a reasonable period of time, and be contained in a written notice stating the following:


A.	The specific reason for the denial,


B.	Specific reference to the Plan Provision on which the denial is based,


C.	Description of additional information necessary for the claimant to present his claim, if any, and an explanation of why such material is necessary, and


D.	An explanation of the Plan’s claim procedure.

The claimant will have sixty (60) days to request a review of the denial by the Administrator, who will provide a full and fair review. The request for review must be written and submitted to the same person who handles initial claims. The claimant may review pertinent documents, and he may submit issues and comments in writing. The decision by the Administrator with respect to the review must be given within sixty (60) days after receipt of the request, unless special circumstances require an extension (such as for a hearing). In no event shall the decision be delayed beyond one hundred twenty (120) days after receipt of the request for review. The decision shall be written in a manner calculated to be understood by the claimant, and it shall include specific reasons and refer to specific Plan provisions as to its effect.


7.8	Challenging Forfeiture of Benefits due to Termination for Cause . If the Committee shall have determined that a Participant or his Beneficiary shall forfeit any amounts attributable to Excess DCRB Contributions under this Plan due to a Termination of Service for Cause, such Participant (or his Beneficiary in the event

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

Participant is deceased) shall have the right to elect to challenge such forfeiture through binding arbitration held in New York City, New York under the then existing Commercial Arbitration Rules of the American Arbitration Association. Arbitration proceedings shall be conducted by three arbitrators who shall be authorized to determine whether Cause for termination existed, but solely for the purpose of determining rights to benefits under this Plan. 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 initially be borne equally to the parties to such arbitration (which parties shall be limited to the Employer and the Participant (or his Beneficiary)), and each party shall bear its or his own legal fees; however, the arbitrators shall have authority to award the Participant (or his Beneficiary) his or her legal fees and costs if the arbitrators determine that the decision to forfeit any benefit was made in bad faith. As a condition to proceeding with such arbitration the Employer may require the Participant or his Beneficiary to agree, in writing, that the arbitration award will be binding upon the Participant or such Beneficiary, as the case may be, in connection with rights under this Plan, and that the Participant waives any right to proceed through court proceedings. Such award shall be confidential and shall not be binding or admissible in connection with any other proceeding.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

ARTICLE VIII

AMENDMENT AND TERMINATION


8.1	Plan Amendment. The Plan may be amended in whole or in part by Tiffany and Parent at any time; provided that no such amendment shall reduce any Participant’s Vested Deferred Benefits. Notice of any such amendment shall be given in writing to each Participant and each Beneficiary of a deceased Participant.


8.2	No Premature Distribution. No amendment hereto shall permit amounts accumulated pursuant to the Plan prior to the amendment to be paid to a Participant or Beneficiary prior to the time he would otherwise be entitled thereto.

8.3

Termination of the Plan. Tiffany reserves the right to terminate the Plan and/or the Deferral Agreements pertaining to Participants at any time in the event that Tiffany, in its sole discretion, shall determine that the economics of the Plan have been adversely and materially affected by a change in the tax laws, other governmental action or other event beyond the control of the Participant and Tiffany or that the termination of the Plan is otherwise in the best interest of the Tiffany.

8.4

Effect of Termination. In the event of Plan termination pursuant to Section 8.3, the Employer shall pay a benefit to the Participant or the Beneficiary of any deceased Participant as otherwise required under the Plan provided that the Employer retains the discretion, in the event of a Plan termination meeting the requirements of Section 1.409A-3 (j)(4)(ix) of the Treasury Regulations, to pay a lump-sum benefit in accordance with such Treasury Regulation to each Participant or the Beneficiary of any deceased Participant, in lieu of other benefits under this Plan, equal to the full value of Participant’s Deferred Benefit Accounts determined pursuant to Section 4.7.


8.5	Adverse Determination. Notwithstanding anything stated to the contrary in this Plan, if at any time, as a result of a Final Determination, a tax is payable by a Participant in

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

respect of any benefit under this Plan prior to payment under the terms of this Plan of such benefit, then Employer shall pay to the Participant who is required to pay such tax the amount of such tax and such Participant’s Deferred Benefits shall be reduced by the amount of such tax. Employer reserves the right, in its sole discretion, to allocate the amount of such tax among the various Deferred Benefit Accounts of any Participant who is required to pay such tax. For the purposes of this Section 8.5 the term “Final Determination” means (i) an assessment of tax by the United States Internal Revenue Service addressed to the Participant or his Beneficiary which is not timely appealed to the courts; (ii) a final determination by the United States Tax Court or any other Federal Court, the time for an appeal thereof having expired or been waived; or (iii) an opinion by Employer’s counsel, addressed to Employer and in form and substance satisfactory to Employer, to the effect that amounts payable under the Plan are subject to Federal income tax to the Participant or his Beneficiary prior to payment under the terms of the Plan. No Final Determination shall be deemed to have occurred until the Employer has actually received a copy of the assessment, court order or opinion which forms the basis thereof and such other documents as it may reasonably request.

ARTICLE IX

MISCELLANEOUS


9.1	Supplemental Benefits. The benefits provided for the Participants under this Plan are in addition to benefits provided by any other plan or program of the Employer and, except as otherwise expressly provided for herein, the benefits of this Plan shall supplement and shall not supersede any plan or agreement between the Employer and any Participant.


9.2	Governing Law. The Plan shall be governed and construed under the laws of the State of New York as in effect at the time of its adoption.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017


9.3	Jurisdiction. The courts of the State of New York shall have exclusive jurisdiction in any or all actions arising under this Plan.


9.4	Binding Terms. The terms of this Plan shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators and successors.


9.5	Spendthrift Provision. The interest of any Participant or any Beneficiary receiving payments hereunder shall not be subject to anticipation, nor to voluntary or involuntary alienation until distribution is actually made.


9.6	No Assignment Permitted. No Participant, Beneficiary or heir shall have any right to commute, sell, transfer, assign or otherwise convey the right to receive any payment under the terms of this Plan. Any such attempted assignment shall be considered null and void.


9.7	Construction. All headings preceding the text of the several Articles hereof are inserted solely for reference and shall not constitute a part of this Plan, nor affect its meaning, construction or effect. Where the context admits, words in the masculine gender shall include the feminine and neuter genders, and the singular shall mean the plural.

9.8

No Employment Agreement. Nothing in this Plan or in any Deferral Agreement entered into under this Plan shall confer on any Participant the right to continued employment with any Employer and, except as expressly set forth in a written agreement entered into with the express authorization of the Board of Directors of Employer, both the Participant and the Employer shall be free to terminate Participant’s employment for any cause or without cause.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017


9.9	2005 and Subsequent Amendments. None of the amendments made to this Plan in 2005 or after shall be read to invalidate any election made on or prior to December 31, 2004 that would have been permissible under the terms of the Plan as it existed on December 31, 2004 and such elections shall be deemed to remain in effect unless changed as expressly provided for hereunder.

Tiffany and Company

(“Tiffany”)

By: /s/ Leigh M. Harlan

Name: Leigh M. Harlan

Title: SVP - General Counsel, Secretary

Attest: /s/ John C. Duffy

Name: John C. Duffy

Title: Assistant Secretary

Tiffany & Co.

(“Parent”)

By: /s/ Leigh M. Harlan

Name: Leigh M. Harlan

Title: SVP - General Counsel, Secretary

Attest: /s/ John C. Duffy

Name: John C. Duffy

Title: Assistant Secretary

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

Exhibit A

NON-COMPETITION AND CONFIDENTIALITY COVENANTS

THIS INSTRUMENT is made and given this ___ day of _________ 201__ by __________(“Participant”) to and for the benefit of Tiffany and Company, a New York corporation, and its Affiliates, with reference to the following facts and circumstances:


A.	Participant wishes to receive Equity Awards which might be granted to Participant in the future or which have been granted to Participant, in each case on the condition that Participant executes and delivers this instrument, and is willing to make the promises set forth in this instrument and to execute and deliver this instrument, in order to be eligible to receive such Equity Awards.


B.	Participant understands that Equity Awards may be forfeited and any Proceeds of Equity Awards may become due and payable to Tiffany if Participant breaches the covenants contained in this instrument.

If Participant is a participant or former participant in the Deferral Plan, Participant wishes to receive Excess DCRB Contributions; wishes to execute this instrument pursuant to Section 5.1(C) of such Plan; and understands that any such Excess DCRB Contributions and Investment Fund performance credited to such Contributions may be forfeited pursuant to such Plan if Participant breaches the covenants contained in this instrument.


D.	If Participant is a participant or former participant in the Excess Plan, Participant wishes to receive a Benefit, as defined in such Plan; wishes to execute this instrument pursuant to Section 3.12 of such Plan; and understands that any such Benefit may be forfeited pursuant to such Plan if Participant breaches the covenants contained in this instrument.


E.	Participant agrees that the benefits recited above, as applicable, in addition to Participant’s continued or new employment with Tiffany, constitute full and fair and consideration for the covenants made in this instrument.

NOW THEREFORE , Participant hereby agrees as follows:

1. Defined Terms . Capitalized terms used herein shall have the meanings ascribed to them below or in the attached Definitional Appendix:

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

“ Confidential Information ” means all confidential or proprietary information or trade secrets in any form or medium relating in any manner to Tiffany and/or its business,

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

clients, vendors and suppliers, 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 supplier and vendor information (including the identity of suppliers and vendors and information concerning the capacity of or products or pricing provided by specific suppliers and 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 Participant’s knowledge, after due inquiry, is not bound by a duty of confidentiality. In addition, notwithstanding the foregoing or anything else contained herein to the contrary, this instrument shall not preclude Participant from disclosing Confidential Information to the extent permitted by Sections 3(e), (f) and (g).

“ Deferral Plan ” means the Tiffany and Company Executive Deferral Plan, as amended from time to time.

“ Duration of Non-Competition Covenant ” means the period beginning with the date of this instrument and ending upon the earlier of (i) the first anniversary of Participant’s Termination Date or (ii) a Change in Control.

“ 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., including any grants made under the terms of the 2005 Employee Incentive Plan, the 2014 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 Contribution ” shall have the meaning provided in the Deferral Plan.

“ Excess Plan ” shall mean the 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits, as amended from time to time.

“ Investment Fund ” shall have the meaning provided in the Deferral Plan.

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

“ Notice ” shall have the meaning provided in Section 8(d) of this instrument.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

“ Other Competitive Trade ” means (i) the operation of one or more retail outlets primarily selling one or more of the following: leather goods, sterling silver goods other than Jewelry, china, crystal, stationery or fragrance, in any city in the world in which a TIFFANY & CO. store is located at the time in question, or (ii) the production or development of such products for retail sale, regardless of where in the world such activities are conducted.

“ Proceeds of Equity Award ” means, in U.S. dollars, (i) with respect to an Equity Award of restricted stock or stock units, the value of 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 of such shares on the principal market on which such shares are traded as of the vesting or exercise date, as applicable, if such vesting or exercise date is a trading date (and if such vesting or exercise date is not a trading date, then as of the trading date next following the vesting or exercise date).

“ Proposed Transaction ” shall have the meaning provided in Section 6 of this instrument.

“ Restricted Territory ” means the entire world, but if Participant’s position does not involve global responsibilities or a court of competent jurisdiction deems such geographic scope to be overly broad, then it means any country and state where Participant works or with which Participant has material contact; or with respect to which Participant has responsibility, supervision, and/or knowledge of the business, customers or other Confidential Information of Tiffany or any of its Affiliates.

“ 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; provided that, 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 hereunder.

“ 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.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

2. Non-Competition .

(a) To protect Tiffany’s legitimate protectable interests in, among other things, the Confidential Information and Tiffany’s business relationships and goodwill, Participant agrees that, for the Duration of the Non-Competition Covenant, Participant will not directly or indirectly (whether as a director, officer, consultant, principal, owner, member, partner, advisor, financier, employee, agent or otherwise) in the Restricted Territory:

(i) organize, establish, own, operate, manage, control, engage in, participate in, invest in, permit his/her name to be used by, act as an advisor or consultant to, render services for (alone or in association with any person, company, entity or firm, or any division, segment, or part thereof) or otherwise assist, any person or entity that engages in (or owns, invests in, operates, manages or controls any venture or enterprise that engages or proposes to engage in) (a) the Retail Jewelry Trade, (b) the Wholesale Jewelry Trade or (c) Other Competitive Trade if Participant has or had responsibility for activities or operations similar to the Other Competitive Trade while employed by Tiffany; provided, however, this subsection shall not prohibit an otherwise passive 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 any person engaged or employed by Tiffany or any Affiliate of Tiffany within the then-preceding twelve (12) months, and with whom Participant had material contact during his/her employment; or solicit, induce, recruit or encourage any such person then employed or engaged by Tiffany or an Affiliate of Tiffany to terminate his or her employment or engagement with Tiffany or such Affiliate; or

(iii) do anything to divert or attempt to divert from Tiffany any business of any kind, including, without limitation, to solicit or interfere with any customers, clients, vendors, business partners or suppliers of Tiffany or any Affiliate of Tiffany, in each case with whom Participant had contact during the twelve (12)-month period prior to the end of his/her employment or with respect to whom Participant possesses any Confidential Information.

(b) Participant acknowledges and agrees to follow the Tiffany & Co. Business Conduct Policy - Worldwide and, if applicable, the Tiffany & Co. Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Company, including without limitation any provisions concerning the provision of other services to other entities or persons while employed by Tiffany.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

interests of Tiffany or any of its Affiliates; provided, however, that if Participant is, on or within six months prior to Participant’s Termination Date, a Senior Officer, then the provisions of this Section 2 may only be waived by the Committee.

3. Confidentiality . Participant acknowledges that Participant has had, and will continue to have, access to Confidential Information, and Participant agrees that:

(a) During Participant’s employment with Tiffany or any of its Affiliates, Participant will use Confidential Information only in the performance of his/her duties for Tiffany and its Affiliates, and shall protect Confidential Information from disclosure in accordance with the Tiffany & Co. Business Conduct Policy - Worldwide and, if applicable, the Tiffany & Co. Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Company;

(b) Upon termination of Participant’s employment with Tiffany or any of its Affiliates, Participant will return all materials containing or relating to Confidential Information, together with all other property of Tiffany or its Affiliates or any of their respective customers. Participant shall not retain any copies or reproductions of correspondence, memoranda, reports, notebooks, drawings, photographs, or other documents relating in any way to the affairs of Tiffany or its customers, vendors or suppliers;

(c) Participant (i) will not use Confidential Information at any time for his/her personal benefit, for the benefit of any other person, company, entity or firm, or in any manner adverse to the interests of Tiffany, and (ii) will not disclose Confidential Information except to authorized Tiffany personnel, unless Tiffany expressly consents in advance in writing or unless the Confidential Information becomes clearly of public knowledge or enters the public domain other than through an unauthorized disclosure by Participant or through a disclosure not by Participant which Participant knew or reasonably should have known was an unauthorized disclosure;

(d) Participant acknowledges and agrees that any electronic accounts that Participant opens, handles or becomes involved with on Tiffany’s behalf constitute Tiffany property. Participant will provide all access codes, passcodes, and administrator rights to Tiffany at any time during or after his/her employment or on demand;

(e) Notwithstanding this Section 3 or any other provision of this instrument, nothing prohibits Participant or Participant’s counsel from communicating or filing a charge with, providing information to, participating in an investigation or proceeding conducted by, or receiving an award for information from, any federal, state or local governmental agency or commission or any self-regulatory organization, in each case without notice to Tiffany.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

(f) Further, nothing prohibits Participant, if a former or current U.S. employee, from disclosing to employees and others (including the media) information about wages, benefits and other terms and conditions of employment; employee names, addresses, telephone numbers, and non-Tiffany email addresses; and employee lists, when exercising statutory rights to organize or to act for individual or mutual benefit under the National Labor Relations Act or other laws, or to exercise their rights under other applicable law.

(g) Participant acknowledges that Section 7 of the Defend Trade Secrets Act of 2016 and Title 18, Section 1833 (as amended) of the U.S. Code, provides that Participant shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made: (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or proceeding if such filing is made under seal; or (iii) to Participant’s attorneys to use such trade secret in connection with a lawsuit for retaliation by Tiffany for reporting a suspected violation of law, provided that Participant files any document containing such trade secret under seal and does not disclose such trade secret, except pursuant to court order.

4. Forfeiture of Equity Awards and Return of Proceeds of Equity Awards in the Event of Breach; Forfeiture of Other Applicable Benefits . In the event Participant breaches Participant’s obligations under Section 2 or 3 above, Participant shall:

(a) 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;

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

(c) if applicable, forfeit any and all 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 promptly repay to Tiffany 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 (for purposes of this Section 4(c), capitalized terms shall have the meanings provided in the Deferral Plan); and

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

(d) if applicable, forfeit and lose any and all rights to any current or future Benefit (as defined in the Excess Plan) under the Excess Plan.

5. Enforcement .

(a) Participant agrees that the restrictions set forth in this instrument are reasonable and necessary to protect the goodwill and other legitimate business interests 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 nonetheless remain valid and fully effective, but will be considered modified to make it enforceable to the fullest extent permitted by law. In the event that one or more of the provisions contained in this instrument shall for any reason be held unenforceable in any respect under the law of any state of the United States or the United States, then (i) it shall be enforced to the fullest extent permitted under applicable law, and (ii) such unenforceability shall not affect any other provision of this instrument, but this instrument shall then be construed as if such unenforceable portion(s) had never been contained herein.

(b) 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, without Tiffany being required to post a bond or other security, in addition to any other remedies Tiffany may have under this instrument, applicable law or otherwise.

6. Procedure to Obtain Determination . Should Participant wish to obtain a determination that any proposed employment, disclosure, activity, 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 (a) issue such a determination in writing, (b) issue its refusal of such request in writing, or (c) issue a written request for more written information concerning the Proposed Transaction. In the event that alternative (c) is elected (which election may be made on behalf of the Board by the Legal Department of Tiffany 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

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

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, Participant should specify the extent that Participant will be involved in or can be excluded from involvement in the provision of such services. In making any determination under this Section 6, the Board shall not be deemed to be acting as a fiduciary with respect to Participant or any beneficiary of Participant and shall be under no obligation to issue a determination that any Proposed Transaction is not prohibited hereunder. If Participant is a Senior Officer at the time any determination under this Section 6 is requested, such a request shall be directed to the Committee, and actions and determinations described in this Section 6 shall be conducted by such Committee.

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, shall be subject to arbitration under the then existing Employment Arbitration Rules of the American Arbitration Association. Arbitration proceedings shall be conducted by one arbitrator mutually selected by Participant and Tiffany or, if the parties are unable to agree, the default selection procedure of such Rules. Unless the parties agree otherwise, the location of the arbitration proceedings will be no more than 45 miles from the last principal place of Participant’s employment with Tiffany; however, if Participant’s last principal place of employment was outside the U.S., then the location will be New York, New York. Without limit to the arbitrator’s general authority, the arbitrator shall have the right to order reasonable discovery and decide dispositive motions. 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 state the essential findings of fact and conclusions of law. The cost of the arbitrator and the arbitration shall be borne by Tiffany, but each party to the arbitration shall bear its own attorney’s 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, in which case the parties expressly consent to such a dispute being brought in a court of law with competent jurisdiction.

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 and its Affiliates and for the benefit of their successors and assigns.

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

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

(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 give the Notice in writing and use one of the following methods of delivery (each of which for purposes of this instrument is a writing): personal delivery; registered or certified mail, in each case postage prepaid and return receipt requested; or nationally recognized overnight courier, with all fees prepaid.

(e) Each Person giving a Notice shall address the Notice to the recipient 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 recipient 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 recipient 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. If any Notice is received after 5:00 p.m. on a business day where the recipient is located, or on a day that is not a business day where the recipient is located, then the Notice shall be deemed received at 9:00 a.m. on the next business day where the recipient 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) All prior and contemporaneous negotiations, agreements between the parties or instruments executed by Participant concerning post-employment restrictive covenants applicable to Participant are expressly merged into and superseded by this instrument; provided, however, that in the event Participant is subject to restrictive covenants set forth in an individual employment or similar agreement, such covenants shall remain in force and effect and, to the extent there is a conflict between the preexisting covenants and the covenants set forth herein, the covenants set forth herein shall supersede and govern only with respect to application and enforcement of the provisions set forth in Section 4 above.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

(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 only)

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

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

Appendix I - Definitions

“Affiliate” shall mean any Person that controls, is controlled by or is under common control with, any other Person, directly or indirectly.

“Approved Broker” means one or more securities brokerage or financial services firms designated by Parent from time to time.

“Cause” shall mean a termination of employment which is the result of:


(i)	Participant’s conviction or plea of guilty or nolo contendere to a felony or any other crime involving financial impropriety or moral turpitude which would tend to subject Parent or any Affiliate of Parent to public criticism or to materially interfere with Participant’s continued employment;


(ii)	Participant’s willful and material violation of (A) Parent’s Business Conduct Policy - Worldwide or (B) if applicable, Parent’s Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Company, in each case as such policy may be amended from time to time;

(iii)

Participant’s willful failure, or willful refusal, to substantially perform or attempt to substantially perform his or her duties or all such proper and achievable directives issued by Participant’s manager or the Parent Board (other than any such failure resulting from incapacity due to physical or mental illness, or any such refusal made in good faith because Participant believes such directives to be illegal, unethical or immoral), provided Participant receives written notice demanding substantial performance and fails to comply within ten (10) business days of such demand;


(iv)	Participant’s gross negligence in the performance of Participant’s duties and responsibilities that is materially injurious to Parent or any Affiliate of Parent;


(v)	Participant’s willful breach of any material obligation that Participant has to Parent or any Affiliate of Parent under any written agreement with Parent or such Affiliate;


(vi)	Participant’s fraud, dishonesty, or theft with regard to Parent or any Affiliate of Parent; and


(vii)	Participant’s failure to reasonably cooperate in any investigation of alleged misconduct by Participant, or by any other employee of Parent or any Affiliate of Parent.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

For purposes of the foregoing, 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 his or her action or omission was in the best interests of, Parent or any Affiliate of Parent.

“Change in Control” shall mean the occurrence of any of the following:

(i)

Any Person or group (as defined in Rule 13d-5 under the Exchange Act) of Persons (excluding (i) Parent or any of its Affiliates, (ii) a trustee or any fiduciary holding securities under an employee benefit plan of Parent or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly by stockholders of Parent in substantially the same proportions as their ownership of Parent, or (v) any surviving or resulting entity or ultimate parent entity resulting from a reorganization, merger, consolidation or other corporate transaction referred to in clause (iii) below that does not constitute a Change in Control under clause (iii) below) is or becomes the “beneficial owner” (as defined in Rule 13d-3 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;

(ii)

If the individuals who, as of March 16, 2016, constitute the Parent Board (such individuals, the “Incumbent Board”) cease for any reason to constitute a majority of the Parent Board, provided that any person becoming a director subsequent to such date whose election, or nomination for election by the Parent’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such person were a member of the Incumbent Board;

(iii)

The consummation of a reorganization, merger, consolidation or other corporate transaction involving Parent, in each case with respect to which the stockholders of Parent immediately prior to the consummation of such transaction would not, immediately after the consummation of such transaction, own more than fifty percent (50%) of the combined voting power of the surviving or resulting Person or ultimate parent entity resulting from such transaction, as the case may be; or


(iv)	Assets representing fifty percent (50%) or more of the consolidated assets of Parent and its subsidiaries are sold, liquidated or distributed in a transaction (or series of transactions within a twelve (12) month period), other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the stockholders of Parent in

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

substantially the same proportions as their ownership of the common stock of Parent immediately prior to such sale or disposition.

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

“Committee” means the Compensation Committee of the Parent Board and/or the Stock Option Subcommittee thereof.

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

“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 unless Participant fails to return to full-time performance of Participant’s duties with Employer within thirty (30) days after Employer delivers a written notice to Participant advising Participant of the impending termination of his or her employment due to Disability.

“Eligible Termination” shall mean the involuntary termination of Participant’s employment without Cause, provided that at the time of such termination Participant is a Senior Officer and has completed at least ten (10) years of service as a Senior Officer.

“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.

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

“Good Reason” means any one or more of the following actions taken without Participant’s consent:


(i)	a material adverse change in Participant’s duties, authority, responsibilities or reporting responsibility;


(ii)	a failure of any successor to Employer or Parent (whether direct or indirect and whether by merger, acquisition, consolidation, asset sale or otherwise) to assume in writing any obligations arising out of any agreement between Employer or Parent and Participant;


(iii)	any other action or inaction that constitutes a material breach by Employer or Parent of any agreement between Participant and Employer. For the avoidance of doubt, any payout of a short-term incentive or annual bonus for a given fiscal year which is less than the target shall not constitute Good Reason, provided that such lower payout is based upon the failure to

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

meet pre-determined performance goals or a good faith determination by Employer or the Committee of Parent Board that Parent’s financial performance or Participant’s personal performance did not warrant a greater payout;


(iv)	Parent’s failure to comply with the terms of any equity award granted to or required by contract to be granted to Participant; or

(v)

the relocation of Employer’s office where Participant was based immediately prior to a Change in Control to a location more than fifty (50) miles away, or should Employer require Participant to be based more than fifty (50) miles away from such office (except for required travel on Employer’s business to an extent substantially consistent with Participant’s customary business travel obligations in the ordinary course of business prior to a Change in Control).

Notwithstanding the foregoing, Participant must give written notice to the Corporate Secretary of Parent of the occurrence of an event or condition that constitutes Good Reason no later than ninety (90) days following the occurrence of such event or condition, and Employer shall have thirty (30) days from the date on which such written notice is received to cure such event or condition. If Employer is able to cure such event or condition within such 30-day period (or any longer period agreed upon in writing by Participant and Employer), such event or condition shall not constitute Good Reason hereunder. If Employer fails to cure such event or condition, Participant’s termination for Good Reason shall be effective immediately following the end of such 30-day cure period (or any such longer period agreed upon in writing by Participant and Employer).

“Incumbent Board” shall have the meaning provided in sub-section (ii) of the definition entitled “Change in Control.”

“Involuntary Termination” means, following a Change in Control, (i) Employer’s involuntary termination of Participant’s employment without Cause, or (ii) Participant’s resignation from Employer due to Good Reason within one year following such Change in Control.

“Parent” shall mean Tiffany & Co., and any successor to all or substantially all of 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.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

“Retirement” shall mean Participant’s voluntary resignation from employment with Employer after reaching age 65, or after reaching age 55 if Participant has completed 10 years of employment with Employer prior to Participant’s Termination Date.

“Senior Officer” means an officer of Parent appointed by the Parent Board and having one or more of the following titles: Senior Vice President, Executive Vice President, or Chief Executive Officer.

“Separation from Service” means a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h).

“Share” means a share of Common Stock.

“Specified Employee” means a “specified employee” as defined in Code Section 409A(a)(2)(B)(i).

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


(i)	the dissolution or liquidation of Tiffany & Co.;


(ii)	a reorganization, merger or consolidation of Tiffany & Co. with one or more Persons as a result of which Tiffany & Co. goes out of existence or becomes a subsidiary of another Person; or


(iii)	upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of Tiffany & Co. by another Person;

provided that none of the foregoing transactions (i) through (iii) 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.

“Termination Date” shall mean the first day 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 the transfer of employment between Employers; and further provided that such employment shall not be considered terminated while Participant is on a leave of absence 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 Termination Date, and Participant’s employment will be deemed to have been involuntarily terminated without cause.

“Tiffany & Co.” shall mean Tiffany & Co., a Delaware corporation.

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

Schedule 4.5 to Tiffany and Company Executive Deferral Plan


1.	NVIT Money Market Fund - Money Market


2.	PIMCO VIT Total Return Admin. Fund - Bond


3.	MFS VIT Value Fund - Large Cap Value


4.	Fidelity VIP II Contra Fund - Large Cap Blend


5.	T. Rowe Price New America Growth Fund - Large Cap Growth


6.	Dreyfus Stock Index Fund - Large Blend


7.	NVIT Multi-Manager Small Cap Value Fund - Small Cap Value


8.	MS UIF Mid Cap Growth Fund - Mid Cap Growth


9.	Janus Aspen Series Overseas Fund - Foreign Large Growth


10.	Legg Mason ClearBridge Small Growth I - Small Cap Growth


11.	Goldman Sachs VIT Mid Cap Value Fund - Mid Cap Value


12.	Oppenheimer Global Securities VA Fund - Global Equity


13.	PIMCO VIT Real Return - Bond


14.	T. Rowe Price Limited Term Bond Fund - Short Term Bond


15.	NVIT Mid Cap Index Fund - Mid Blend


16.	Dreyfus IP Small Cap Index Fund - Small Blend


17.	MFS VIT II International Value Fund - Frn Large Value


18.	American Funds International 2 Fund - Frn Large Blend

Tiffany and Company Executive Deferral Plan

Amended and Restated as of January 19, 2017

Exhibit 10.25

2004 TIFFANY AND COMPANY

UN-FUNDED RETIREMENT INCOME PLAN TO RECOGNIZE COMPENSATION IN EXCESS OF INTERNAL REVENUE CODE LIMITS

Amended and Restated as of January 19, 2017

WHEREAS, Tiffany and Company, a New York Corporation, intends by this instrument to establish an unfunded plan to provide supplemental retirement benefits to executive officers and other members of a select group of management employees as a means of recruiting and retaining qualified employees; and

WHEREAS, this Plan is intended to constitute both an unfunded excess benefit plan under Section 3(36) of Title I of ERISA and a nonqualified, unfunded deferred compensation plan for a select group of management or highly compensated employees under Title I of ERISA.

WHEREAS, all benefits payable under this Plan shall be paid from the general assets of Tiffany and Company. This Plan is not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code of 1986, as amended;

WHEREAS, the full earnings of highly compensated employees are not recognized as compensation under the Tiffany and Company Pension Plan due to limitations imposed under the Internal Revenue Code; and

WHEREAS, Tiffany and Company, for purposes of calculating supplemental retirement benefits under this plan, wishes to recognize earnings that would be recognized under the Tiffany and Company Pension Plan but for such limitations and pay supplemental retirement benefits under this plan that are not subject to any limitation as to amount under the Code; and

WHEREAS, Tiffany and Company revised this plan effective February 1, 2007 to modify age and service requirements for early retirement, which revisions are reflected in this document; and

WHEREAS, Tiffany and Company further revised this plan effective November 25, 2008 to provide for benefits under a voluntary enhanced retirement incentive program referred to as Pension-Plus, and to modify this plan’s terms relating to commencement of retirement benefits under this plan, due to restrictions imposed under the Internal Revenue Code, which revisions are reflected in this document; and

WHEREAS, Tiffany and Company further revised this plan effective January 12, 2009 to extend the Election Period for participation in Pension-Plus from January 12, 2009 to January 19, 2009; and

WHEREAS, Tiffany and Company further revised this plan effective October 31, 2011 to clarify opportunities for the commencement of benefits for Participants who ceased

performing Creditable Service subsequent to December 31, 2003 and prior to February 1, 2007,

WHEREAS, Tiffany and Company further revised this plan effective March 17, 2016, to revise the terms of the Non-Competition and Confidentiality Covenants, and

WHEREAS, Tiffany and Company further revised this plan effective January 19, 2017, to revise the terms of the Non-Competition and Confidentiality Covenants.

NOW, THEREFORE, to carry the above intentions into effect, and intending to be legally bound hereby, Tiffany and Company does enter into this Plan effective the first day of January, 2004.

This Plan shall be known as the

2004 TIFFANY AND COMPANY

UN-FUNDED RETIREMENT INCOME PLAN TO RECOGNIZE COMPENSATION IN EXCESS OF INTERNAL REVENUE CODE LIMITS

ARTICLE I

DEFINITIONS

FOR THE PURPOSES OF THIS PLAN, THE FOLLOWING CAPITALIZED TERMS AND PHRASES SHALL HAVE THE MEANINGS ASCRIBED TO THEM BELOW:

“Accrued Benefit” means, with respect to each Participant, the amount on a given date of the benefits provided under Section 3.2 of this Plan using Average Final Compensation, Covered Compensation and Creditable Service determined as of such date. The Accrued Benefit for any Participant may be expressed in a form which is the Actuarial Equivalent of the Accrued Benefit.

“Actuarial Equivalent” shall have the same meaning as in the Pension Plan.

“Affiliate” means, (i) for purposes of the definition of “Cause”, 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; and (ii) for purposes of the definition of “Employer”, any entity that is required to be aggregated together with the Company and treated as the employer, in accordance with Section 1.409A-1(h)(3) of the Regulations.

“Applicable Interest Rate” means, for any period, the rate of interest on one-year U.S. Treasury securities (constant maturities), determined as of the month preceding the first month of such period.



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		2

“Average Final Compensation” shall have the same meaning as in the Pension Plan.

“Benefit” means, with respect to each Participant or his beneficiary, the benefit to which Participant is entitled under Article III of this Plan.

“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:


(i)	Participant’s conviction or plea of no contest to a felony involving financial impropriety or a felony which would tend to subject the Company or any of its Affiliates to public criticism or materially interfere with Participant’s continued service to the Company or its Affiliate;


(ii)	Participant’s willful and unauthorized disclosure of material “Confidential Information” (as that term is defined in the Non-Competition and Confidentiality Covenants) which disclosure is in breach of such Covenants and actually results in substantive harm to the Company’s or its Affiliate’s business or puts such business at an actual competitive disadvantage;

(iii)

Participant’s willful failure or refusal to perform substantially all such proper and achievable directives issued by Participant’s superior (other than: (A) any such failure resulting from Participant’s incapacity due to physical or mental illness, or (B) any such refusal made by Participant in good faith because Participant believes such directives to be illegal, unethical or immoral) after a written demand for substantial performance is delivered to Participant on behalf of Company, which demand specifically identifies the manner in which Participant has not substantially performed Participant’s duties, and which performance is not substantially corrected by Participant within ten (10) days of receipt of such demand;


(iv)	Participant’s commission of any willful act which is intended by Participant to result in his personal enrichment at the expense of the Company or any of its Affiliates, or which could reasonably be expected by him to materially injure the reputation, business or business relationships of the Company or any of its Affiliates;


(v)	A theft, fraud or embezzlement perpetrated by Participant upon Company or any of its Affiliates.



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		3

For purposes of this definition, 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 such action or omission was in the best interests of, Company or its Affiliate. Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for Cause for the purposes of this Plan 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 (3/4th) of the entire membership of the Board (exclusive of the Participant if Participant is a member of such Board) at a meeting called and held for such purpose (after reasonable notice to Participant and an opportunity for Participant, together with counsel for Participant, to be heard before such Board), finding that, in the good faith opinion of such Board, Cause exists as set forth above.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” means the Pension Plan Committee of the Company, which shall have authority over this Plan.

“Company” shall have the same meaning as in the Pension Plan.

“Compensation” shall have the same meaning as in the Pension Plan, provided, however, that, for purposes of this Plan, the annual compensation taken into account for any Participant for any year shall not be subject to the annual compensation limit established by the Omnibus Budget Reconciliation Act of 1993 (Code Section 401(a)(17), as in effect from time to time).

“ Covered Compensation ” shall have the same meaning as in the Pension Plan.

“Creditable Service” shall have the same meaning as in the Pension Plan.

“Disability” means a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than 3 months under an accident and health plan maintained by the Company.

“Early Retirement Date” shall mean, with respect to any Participant, the date such Participant first qualifies to receive a retirement allowance under the provisions of Section 3.4 below.

“Effective Date” means January 1, 2004.

“Employer” means, for purposes of the definition of “Separation from Service”, the Company and its Affiliates.



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		4

“Ending Compensation” means the annual rate of Compensation from the Company in effect for the Participant at the time in question, provided that commissions, bonuses, premiums and incentives shall be determined by reference to such items paid in the last full Plan Year completed at the time in question.

“Non-Competition and Confidentiality Covenants” means an instrument in substantially the form of Exhibit A attached duly completed and executed by the Participant in question.

“ Normal Retirement ” means retirement at age 65, the normal retirement age under the Pension Plan.

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

“Normal Retirement Pension Benefit” means, with respect to each Participant at any point in time, the annual retirement allowance to which Participant would be entitled at Normal Retirement payable from the Pension Plan as an annuity for Participant's life, whether or not such retirement allowance is actually paid, and regardless of any optional form of benefit payment elected under the Pension Plan by said Participant based upon such Participant’s Average Final Compensation, Covered Compensation and Creditable Service, in each case as determined solely in accordance with the provisions of the Pension Plan and without reference to this Plan.

“Participant” means a participant in this Plan.

“Pension Plan” means the Tiffany and Company Pension Plan as such Pension Plan may be amended from time to time.

“Pension Benefit” shall have the same meaning as in the Pension Plan.

“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.

“this Plan” means the 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of IRC Limits as described in this instrument, as amended from time to time.

“Plan Year” means a “Plan Year” under the Pension Plan.

“Regulations” means the Treasury Regulations promulgated pursuant to the Code, as amended from time to time.



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		5

“Scheduled Benefit Commencement Date” means the date as of which benefits under the Plan are scheduled to commence, as determined in accordance with Sections 3.2(a), 3.2(b), 3.7, or 3.9, determined without regard to the provisions of Section 3.10.

“Select Management Employee” means those employees of the Company listed in Schedule I hereto who are, as of the Effective Date, actively employed by Tiffany and Company, or who thereafter return to active employment from a Company-approved approved leave of absence or disability leave and such persons who are thereafter appointed by the Board as an officer of Tiffany and Company with the title of Vice President, Group Vice President, Senior Vice President, Executive Vice President, President, Chairman of the Board, chief operating officer, chief executive officer, and any other management employee of the Company who is specifically designated a Select Management Employee by the Board; for the purpose of this definition, once a person has been appointed a Select Management Employee, he or she will be deemed, for the purposes of this Plan, to remain a Select Management Employee, regardless of subsequent change in title or responsibility. Notwithstanding the foregoing, the term Select Management Employees does not include persons (a) whose principal place of work is outside the United States and (b) who are paid their Compensation from a foreign bank or bank branch or who are eligible to receive retirement, severance or similar benefits under foreign law or as a result of foreign custom.

“Separation from Service” means, with respect to Participant, a termination of services provided by the Participant to the Employer, whether voluntarily or involuntarily, as determined by the Committee in accordance with Section 409A of the Code and Section 1.409A-1(h) of the Regulations. In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:

(i)

Separation from Service shall occur when the Participant has experienced a termination of employment with the Employer. A Participant shall be considered to have experienced a termination of employment for this purpose when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (A) no further services will be performed by the Participant for the Employer after the applicable date, or (B) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by the Participant (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months).


(ii)	If the Participant is on military leave, sick leave, or other bona fide leave



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		6

of absence, other than a disability leave, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.

(iii)

If the Participant is on disability leave, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed 29 months. If the period of disability leave exceeds 29 months, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 29-month period. For purposes of this paragraph, disability leave refers to a leave of absence that is due to any medically determinable physical or mental impairment that can be expected to result in death of can be expected to last for a continuous period of not less than 6 months, where such impairment causes the Participant to be unable to perform the duties of his position of employment or any substantially similar position of employment.

“Vested” means that the Participant has a right to his Accrued Benefit as provided for in Section 3.12 below forfeitable only as provided in Section 3.12 below.

ARTICLE II

PARTICIPATION IN THIS PLAN


2.1	Commencement of Participation. Each Select Management Employee shall automatically become a Participant in this Plan as of the latter of (i) the Effective Date, (ii) the date he or she first becomes a Participant in the Pension Plan or (iii) the date he or she is first appointed a Select Management Employee by the Board.


2.2	Cessation of Participation and Re-commencement of Participation. A Participant shall cease to be a Participant on the earlier of: (i) the date on which this Plan terminates or (ii) the date on which he ceases to be a Participant in the Pension Plan. A former Participant shall again become a Participant in this Plan



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		7

when he again becomes a Participant in the Pension Plan. Except to the extent different treatment is prescribed for former Participants pursuant to the terms of Article III below, a former Participant will be deemed a Participant, for all purposes of this Plan, as long as such former Participant retains a Vested interest pursuant to the terms of Article III below.

ARTICLE III

PLAN BENEFITS

3.1

Overriding Limitation. Except as provided in this Section 3.1, under no circumstances will a Participant or a former Participant be entitled to a Benefit under this Plan unless Participant becomes Vested in his Normal Retirement Pension Benefit. In the event the Pension Plan shall have been terminated as of the time a Pension Benefit would have become payable to Participant under the Pension Plan, the Benefit under this Plan shall be calculated by application, by means of the formula set forth in Section 3.2 below, of the Normal Retirement Pension Benefit which would have been payable to Participant under the Pension Plan as in effect on February 1, 2007; and if Participant would not have been entitled to a Pension Benefit under the Pension Plan as in effect on February 1, 2007 as of the date a Benefit would otherwise become payable hereunder, no Benefit shall be payable under this Plan.


3.2	Annual Retirement Allowance; Commencement.

(a)

Subject to Section 3.2(c) and Section 3.12 below, any person who, subsequent to December 31, 2003 and prior to January 1, 2008 ceases to be a Participant after he is Vested and has rendered 10 or more years of Creditable Service, and any Participant who incurs a Separation from Service after December 31, 2007 after he is Vested and has rendered more than 10 years of Creditable Service, shall be entitled to an annual retirement allowance, payable in monthly installments commencing at the end of the later of (i) for a person who ceased to be a participant after December 31, 2003 and prior to January 1, 2008, the calendar month immediately following the month the person ceased to be a Participant and for a person who incurred a Separation from Service after December 31, 2007, the calendar month immediately following his Separation from Service; or (ii) the calendar month immediately following the month in which the person’s 55 ^th birthday occurs.


(b)	Subject to the other provisions of this Article III, any person who, subsequent to December 31, 2003 and prior to January 1, 2008 ceases to be a Participant after he is Vested and who has not rendered



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		8

10 or more years of Creditable Service, and any Participant who incurs a Separation from Service after December 31, 2007 after he is Vested and who has not rendered 10 or more years of Creditable Service, shall be entitled to an annual retirement allowance under this Plan, payable in monthly installments, such installments to commence at the end of the later of (i) for a person who ceased to be a Participant after December 31, 2003 and prior to January 1, 2008, the calendar month immediately following the month the person ceased to be a Participant and for a person who incurred a Separation from Service after December 31, 2007, the calendar month immediately following his Separation from Service; or (ii) the calendar month immediately following the month in which the person’s 65 ^th birthday occurs.

(c)

With respect to a Participant who ceased performing Creditable Service subsequent to December 31, 2003 and prior to February 1, 2007, the provisions of Section 3.2(a) and (b) shall be modified as follows. Such Participant shall not be eligible to commence an annual retirement allowance under Section 3.2(a) unless he has rendered 15 or more years of Creditable Service, and in that event such retirement allowance shall commence no earlier than the end of the calendar month immediately following the month in which his 60 ^th birthday occurs. If such Participant has not rendered 15 or more years of Creditable Service, his annual retirement allowance shall commence at the time specified under Section 3.2(b).


(d)	Monthly installments payable under this Section 3.2 shall continue to be paid to and including the last monthly payment in the month of his death. In all cases the amount of the annual retirement allowance shall be computed in accordance with Sections 3.3, 3.4 or 3.5 below, whichever may be applicable.

3.3

Normal Retirement Benefit. The annual retirement allowance for a Vested person who ceases to be a Participant on or after January 1, 2003 and prior to January 1, 2008, or a Participant who incurs a Separation from Service after December 31, 2007, and whose Scheduled Benefit Commencement Date is no earlier than his 65 ^th birthday, shall be equal to (A) less (B), where (A) equals 1 percent of the person’s Average Final Compensation not in excess of Covered Compensation multiplied by the number of his years, including fractions thereof, of Creditable Service, plus 1-1/2 percent of his Average Final Compensation in excess of Covered Compensation multiplied by the number of his years, including fractions thereof, of Creditable Service, determined as of the date of his Separation from Service, and (B) equals such person’s Normal Retirement Pension Benefit, determined as of the date of his Separation from Service. For purposes of calculating the value of (A) in the



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		9

foregoing sentence, but not for purposes of calculating the value of (B) therein, Average Final Compensation and Covered Compensation shall be determined without regard to any limit on Compensation imposed by Section 401(a)(17) of the Code.

3.4

Early Retirement Benefit . The annual retirement allowance for a Vested person who has rendered 10 or more years of Creditable Service (15 or more years of Creditable Service for a person whose Creditable Service ceased prior to February 1, 2007), and who ceases to be a Participant on or after January 1, 2003 and prior to January 1, 2008, or incurs a Separation from Service after December 31, 2007, and whose Scheduled Benefit Commencement Date is no earlier than his 60 ^th birthday, but prior to his 65 ^th birthday shall be equal to the annual retirement allowance computed in accordance with Section 3.3 above reduced by 1/12 ^th of 5 percent for each month by which his attained age at his Scheduled Benefit Commencement Date is less than age 65. The annual retirement allowance for a Vested person who has rendered 10 or more years of Creditable Service (all or a portion of which Creditable Service was performed on or after February 1, 2007), and who ceases to be a Participant on or after January 1, 2003 and prior to January 1, 2008, or incurs a Separation from Service after December 31, 2007, and whose Scheduled Benefit Commencement Date is after the occurrence of his 55 ^th birthday, but prior to his 60 ^th birthday, shall be equal to the annual retirement allowance computed in accordance with Section 3.3 above reduced by a percentage which shall be the sum of (i) 25 percent and (ii) 1/12 ^th of 3 percent for each month by which his attained age at his Scheduled Benefit Commencement Date is less than age 60.


3.5	Vested Retirement Benefit . The annual retirement allowance for a Vested person to whom Section 3.3 does not apply and whose retirement allowance commences before the occurrence of his 65 ^th birthday shall be equal to the retirement allowance computed in accordance with Section 3.3 reduced to be the Actuarial Equivalent of such allowance.


3.6	Optional Benefits in Lieu of Regular Benefits .

(a)

A Participant under this Plan who is not married at his Scheduled Benefit Commencement Date shall be deemed to have elected that the retirement allowance payable under this Plan be payable in the form of an annuity for the life of the Participant, with no benefits continued to any person after his death, and a Participant under this Plan who is married as of his Scheduled Benefit Commencement Date shall be deemed to have elected that the annual retirement allowance payable under this Plan be payable in the form of an annuity for the life of the Participant, with 50% of such annuity continued for the life of his surviving spouse, unless



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		10

the Participant elects, prior to his Scheduled Benefit Commencement Date and in accordance with Section 3.6(c), to receive payment under an optional form of benefit described in Section 3.6(b). The retirement allowance payable to married Participant, in accordance with this Section shall be reduced as provided in Section 3.6(b).

(b)

A Participant shall be permitted to elect to receive his benefit under this Plan in the form of an annuity payable for his life, with the provision that after his death an allowance of 50%, 66-2/3%,75% or 100% of the rate of his reduced allowance, as he shall elect, shall continue during the life of, and shall be paid to, the beneficiary designated by him at the time of electing the option. The amount payable to the Participant under any optional form or annuity shall be reduced from the amount otherwise payable for his life only, so that such annuity is the Actuarial Equivalent of the amount otherwise payable for his life only.


(c)	An election of an optional form of annuity shall be made at such time and in such manner as the Committee may direct, provided, however, that no election shall be given effect unless it is made prior to the Participant's Scheduled Benefit Commencement Date


3.7	Survivorship Benefits .

(a) Upon the death prior to his Scheduled Benefit Commencement Date of a Participant who has become Vested in his Accrued Benefit, as provided in Section 3.12 of this Plan, (ii)a Participant who has attained Normal Retirement Age, (iii) subject to Section 3.12 below, the death of a former Participant who incurred a Separation from Service after he had become Vested in his Accrued Benefit there shall be payable to the Participant's or former Participant's spouse, if any, a spouse's allowance as provided for in this Section 3.7.

(b) The amount of the spouse’s allowance shall be determined by Section 3.7(d) below for the spouse of a Participant described in Section 3.7(a)(i) or (ii) above. The amount of the spouse’s allowance shall be determined by Section 3.7(e) below for the spouse of a former Participant described in Section 3.7(a)(iv) above.

(c) The spouse's allowance shall commence as of the first day of the calendar month following the month in which the Participant or former Participant died or would have attained age 55, whichever is the later.



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		11

(d) The spouse's allowance for the spouse of a person described in Section 3.7(a)(i) or (ii) above shall be the greater of (i) an allowance for the life of the spouse, payable monthly, which is equal to 20 percent of the Participant's or former Participant's Ending Compensation at the earlier of the time of his death or his Separation from Service, less any spouse’s allowance payable under the Pension Plan, or (ii) an allowance equal to the allowance the spouse would have received if the Participant or former Participant were deemed to have incurred a Separation from Service on the date of his death (whether or not an earlier Separation from Service occurred) and elected to receive, based on his Average Final Compensation and years of Creditable Service at his actual date of Separation from Service with the Company, the retirement allowance payable to him under Section 3.3 that would commence at the later of normal retirement age or the date of death, reduced for election of the 100% survivorship option at such deemed termination date, and continuing after his death in the same monthly amount during the life of his spouse.

(e) Unless an optional form of benefit is selected in accordance with Section 3.6(c), the spouse’s allowance for the spouse of a former Participant described under Section 3.7(a)(iv) above shall equal the allowance the spouse would have received if the former Participant were deemed to have retired at the early retirement age and elected to receive, based on his Average Final Compensation and years of Creditable Service at the actual date of Separation from Service with the Company, the retirement allowance payable to him under Section 3.3, reduced for election of the 50% survivorship option at the normal retirement age and continuing after his death in a amount equal to 50% of the amount that would have been payable to the former Participant during his life.


3.8	Termination of Benefit Payments. Payment of Benefits under this Article III to a Participant, former Participant, Participant’s spouse or beneficiary, or former Participant’s spouse or other beneficiary shall cease with the monthly payment for the month in which such Participant, former Participant, spouse or beneficiary dies.

3.9

Disabled Participants . Notwithstanding any other provisions in this Plan, a Participant who incurs a Disability shall be treated as a Participant and shall continue to accrue Creditable Service until he dies, , becomes ineligible for further payments under such Program, or attains his 65 ^th birthday, whichever shall first occur, and his Compensation in the last full year of his employment shall be deemed to be his annual Compensation for purposes of this Plan during such period. Any retirement allowance payable on his account under this Plan shall be made on the basis of his age, Average Final Compensation and Creditable Service



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		12

at the time he died, attained his 65 ^th birthday, or became ineligible. Any benefit payable to the Participant described in this Section 3.9 shall be payable commencing in the month following the month of his 65 ^th birthday, if he is then alive. Any benefit payable to the surviving spouse of a Participant described in this Section 3.9 shall be determined in accordance with Section 3.7, provided, however, that for purposes of Section 3.7, and not for any other purpose of this Section 3.9, the date of the Participant's death shall be treated as if it were the date on which he incurred a Separation from Service.

3.10

Delay of Payments . In no event shall monthly payments of an annual retirement allowance payable under this Plan, or any payments under Section 3.11 below, be made earlier than 6 months following the date the payee ceased to be a Participant under this Plan; provided that promptly following the expiration of such 6 month period, a lump sum payment will be made to such person equal to all monthly installments that would, but for the provisions of this Section 3.10, have been paid to such person under this Plan, plus interest on the monthly payments that subject to such delay, at the Applicable Interest Rate for such period. Whenever the amount of any payment under this Plan is to be determined, it shall be determined without reference to this Section 3.10 on the assumption that such payments would earlier commence as otherwise provided for in this Article III but for the effect of this Section 3.10.

3.11

Required Cash-outs of Certain Accrued Benefits . If a Participant terminates service prior to January 1, 2009 and the present value of the Vested accrued pension or survivor benefit provided under Article III hereof in respect of such Participant is equal to or less than $5,000, or if a Participant incurs a Separation from Service after December 31, 2008 and the present value of the Vested accrued pension or survivor benefit provided under Article III hereof in respect of such Participant is equal to or less than the limitation in effect under Section 402(g)(1)(B) of the Code for the year in which he incurs such Separation from Service, the person to whom such benefits would otherwise be paid in monthly installments shall receive a lump-sum distribution of the present value of the entire Vested portion of such Accrued Benefit. For the purposes of determining the present value of a Vested Accrued Benefit under this Section 3.11, actuarial assumptions used under the Pension Plan for a comparable determination under the Pension Plan shall be used. Notwithstanding any provision in this Plan to the contrary, if a former Participant who has received a lump-sum distribution of his entire non-forfeitable benefit under this Plan pursuant to this Section 3.11 is re-employed by the Company, he shall be treated as a new Employee and prior service performed by the former Participant in respect of such distribution shall be disregarded for purposes of determining his Accrued Benefit under this Plan. A lump sum payment that is payable to a Participant in accordance with this Section shall be paid on the first day of the seventh month following the month in which he incurred a Separation from Service.



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		13

3.12

Vesting and Forfeiture of Vested Benefits . A Participant shall be Vested in his Accrued Benefit under this Plan if that person is vested under the Pension Plan, provided that any Benefit that would otherwise be payable to a Participant or to the beneficiary of any Participant shall be forfeited in the event that (i) Participant’s employment with the Company is terminated by the Company for Cause, (ii) Participant voluntarily resigns from the Company prior to reaching Participant’s Normal Retirement Age and fails to execute and deliver to the Company the Non-Competition and Confidentiality Covenants prior to the effective date of such resignation, or (iii) a former Participant who has executed and delivered the Non-Competition and Confidentiality Covenants breaches Section 2 of such Covenants.


3.13	Adjustment, Amendment, or Termination of Benefit. Notwithstanding any other provision in this Plan to the contrary, the Company may not adjust, amend, or terminate its obligations to a Participant in respect of his Accrued Benefit under this Article III subsequent to that date on which Participant is Vested pursuant to Section 3.12 above except as expressly provided in Section 3.12 above.


3.14	Tax Withholding. To the extent required by the law in effect at the time benefits are distributed pursuant to this Article III, the Company or its agents shall withhold any taxes required by the federal or any state or local government from payments made hereunder.

ARTICLE IV

UNFUNDED PLAN

4.1

Unfunded Benefits. Benefits are payable as they become due irrespective of any actual investments the Company may make to meet its obligations. Neither the Company, nor any trustee (in the event the Company elects to use a grantor trust to accumulate funds) shall be obligated to purchase or maintain any asset including any life insurance policy. To the extent a Participant or any other person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of any unsecured creditor of the Company.


4.2	No Contributions . Participants are neither required nor permitted to make contributions to this Plan.

ARTICLE V

AMENDMENT AND TERMINATION


5.1	Plan Amendment. Subject to Sections 3.12 and 3.13, this Plan may be amended



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		14

in whole or in part by the Company at any time.

5.2

Plan Termination. Subject to Sections 3.12 and 3.13, the Company reserves the right to terminate this Plan at any time but only in the event that the Company, in its sole discretion, shall determine that the economics of this Plan have been adversely and materially affected by a change in the tax laws, other government action or other event beyond the control of the Participant and the Company or that the termination of this Plan is otherwise in the best interest of Company. To the extent consistent with the rules relating to plan terminations and liquidations in Section 1.409A-3(j)(4)(ix) of the Regulations or otherwise consistent with Section 409A of the Code, the Company may provide that, without the prior written consent of Participants, the Participants’ benefits hereunder shall be distributed in a lump sum upon termination of the Plan. Unless so distributed in accordance with the preceding sentence, in the event of a Plan termination, benefits hereunder shall continue to be paid in accordance with the foregoing provisions of the Plan.

ARTICLE VI

ADMINISTRATION AND CLAIMS PROCEDURES

6.1

Committee. The general administration of this Plan shall be the responsibility of the Committee. The Committee is the named fiduciary of this Plan for which this document is the written instrument. The Committee from time to time may establish rules for the administration of this Plan and the transaction of it business. Except to the extent the Board is required to determine whether the termination of a Participant’s employment is for Cause, the Committee shall have the sole discretionary authority to determine eligibility for benefits under this Plan and to construe the terms of this Plan and resolve any ambiguities hereunder. The interpretation and construction of any provision of this Plan by a majority of the members of the Committee at a meeting shall be final and conclusive. The interest assumptions, service tables, mortality tables and such other data, procedures and methods as may be necessary or desirable for use in all actuarial calculations required in connection with this Plan shall be those used in connection with the Pension Plan, except as otherwise required by the express provisions of this Plan.

6.2

Claims Procedures. Except as provided in Section 6.3 this Section shall govern every claim for benefits under this Plan. Every claim for benefits under this Plan shall be in writing directed to the Committee or its designee. Each claim filed shall be passed upon by the Committee within a reasonable time from its receipt. If a claim is denied in whole or in part the claimant shall be given written notice of the denial in language calculated to be understood by the claimant, which notice shall: (i) specify the reason or reasons for the denial; (ii) specify the Plan



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		15

provisions giving rise to the denial; (iii) describe any further information or documentation necessary for the claim to be honored and explain why such documentation or information is necessary; and (iv) explain this Plan's review procedure. Upon the written request of any claimant whose claim has been denied in whole or in part, the Committee shall make a full and fair review of the claim and furnish the claimant with a written decision concerning it.

6.3

Challenging Forfeiture of Benefits due to Termination for Cause . If the Board, the Committee or both shall have determined that a Participant or his beneficiary shall forfeit a benefit under this Plan due to a termination of employment for Cause, such Participant (or his beneficiary in the event Participant is deceased) shall have the right to elect to challenge such forfeiture through binding arbitration held in New York City, New York under the then existing Commercial Arbitration Rules of the American Arbitration Association. Arbitration proceedings shall be conducted by three arbitrators who shall be authorized to determine whether Cause for termination existed, but solely for the purpose of determining rights to benefits under this Plan. 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 initially be borne equally to the parties to such arbitration (which parties shall be limited to the Company and the Participant (or his beneficiary)), and each party shall bear its or his own legal fees; however, the arbitrators shall have authority to award the Participant (or his beneficiary) his or her legal fees and costs if the arbitrators determine that the decision to forfeit any benefit was made in bad faith. As a condition to proceeding with such arbitration the Company may require the Participant or his beneficiary to agree, in writing, that the arbitration award will be binding upon the Participant or such beneficiary, as the case may be, in connection with rights under this Plan, and that the Participant waives any right to proceed through court proceedings. Such award shall be confidential and shall not be binding or admissible in connection with any other proceeding.

ARTICLE VII

MISCELLANEOUS


7.1	Supplemental Benefits. The benefits provided for the Participants under this Plan are in addition to benefits provided by any other plan or program of the Company and, except as otherwise expressly provided for herein, the benefits of this Plan



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		16

shall supplement and shall not supersede any plan or agreement between the Company and any Participant.


7.2	Governing Law. 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 Plan, including, without limitation, its validity, interpretation, construction, administration and enforcement, except such matters as may be governed by the federal laws of the United States of America.


7.3	Designation of Forum. Any legal action or proceeding arising out of or relating to rights or benefits under this Plan shall be brought, if at all, in the United States District Court for the Southern District of New York or in any court of the State of New York sitting in New York City.


7.4	Binding Terms. The terms of this Plan shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators and successors.

7.5

Non-Alienation of Benefits. No Benefit under this Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge. Any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; nor shall any such Benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the person entitled to such Benefit. If any person entitled to a Benefit under this Plan becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any Benefit under this Plan except as specifically provided in this Plan, then such Benefit shall, in the discretion of the Committee, cease and determine. In that event the Committee shall hold or apply the same for the Benefit of such person, his spouse, children, or other dependents, or any of them in such manner and in such proportion as the Committee may deem proper.


7.6	Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Plan, and this Plan shall be construed and enforced as if such illegal or invalid provision had never been contained therein.


7.7	Construction. All headings preceding the text of the several Articles hereof are inserted solely for reference and shall not constitute a part of this Plan, nor affect its meaning, construction or effect. Where the context admits, words in the masculine gender shall include the feminine and neuter genders, and the singular shall mean the plural.


7.8	No Employment Agreement. Nothing in this Plan shall confer on any Participant



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		17

the right to continued employment with the Company and, except as expressly set forth in a written agreement entered into with the express authorization of the Board of Directors of Company, both the Participant and the Company shall be free to terminate Participant's employment with or without Cause.

7.9

Section 409A Compliance. The Company intends that the Plan meet the requirements of Section 409A of the Code and the guidance issued thereunder. The Plan shall be administered, construed and interpreted in a manner consistent with that intention. In no event shall the Company have any liability or obligation with respect to taxes for which the Participant may become liable as a result of the application of Section 409A of the Code. The Plan has been administered in good faith compliance with Section 409A and the guidance issued thereunder from January 1, 2005 through December 31, 2008.




ATTEST		TIFFANY AND COMPANY


By: /s/ John C. Duffy		By: /s/ Leigh M. Harlan
		Name: Leigh M. Harlan
		Title: Senior Vice President, Secretary
		Secretary and General Counsel



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		18

APPENDIX I

Pension-Plus 2008 -- Voluntary Enhanced Retirement Incentive Program

This Appendix I sets forth the provisions of the Plan that constitute the Voluntary Enhanced Retirement Incentive Program (“Pension-Plus 2008”) authorized by the Board of Directors in 2008.

1. Definitions. In addition to the definitions set forth in Article I of the Plan, the following definitions shall apply solely for purposes of this Appendix I:

“Election Period” means the period of time beginning on November 26, 2008 and ending on January 19, 2009.

“Eligible Participants” means Participants who are employed by the Company as of January 31, 2009, are accruing benefits under the Plan as of the first day of the Election Period, and who, as of January 31, 2009, have met either of the following sets of criteria:

(i) attained at least fifty (50) years of age and ten (10) years of Creditable Service under the Plan; or

(ii) attained at least sixty (60) years of age and five (5) years of Creditable Service under the Plan.

Notwithstanding the foregoing, officers of Tiffany & Co., and officers of Tiffany and Company who, as of the first day of the Election Period, are participants in the 1994 Tiffany and Company Supplemental Retirement Income Plan, are excluded from the definition of Eligible Participants for purposes of this Appendix I and Pension-Plus 2008.

“Enhanced Retirement Benefits” means the benefits described in paragraph 3 of this Appendix I.

“Enhanced Retirement Date” means February 1, 2009 for any Eligible Participant who makes an election to participate in Pension-Plus 2008 in accordance with the provisions of paragraph 2 of this Appendix I; provided, however, that for any such Eligible Participant who timely elects to participate in Pension-Plus 2008 and whose services the Company regards as essential over the short term, the Company reserves the right, in its sole discretion, to delay such Enhanced Retirement Date to a subsequent date, which shall in no event be later than August 1, 2009.

“Pension-Plus 2008” means the program of Enhanced Retirement Benefits described in paragraph 3 of this Appendix I.



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		19

2. Election to Participate in Pension-Plus 2008. An Eligible Participant may elect to participate in Pension-Plus 2008 by electing to incur a Separation of Service on January 31, 2009 and filing the appropriate election form with the Company (including any release required by the Company) during the Election Period. Any such election may be revoked within seven (7) days after it has been received by the Company but may not be revoked thereafter.

3. Enhanced Retirement Benefits. An Eligible Participant who elects to participate in Pension-Plus 2008 in accordance with paragraph 2 of this Appendix I shall be entitled to receive the following Enhanced Retirement Benefits, to be construed in accordance with corresponding Pension-Plus 2008 enhancements available under the Tiffany and Company Pension Plan:

(a) Such Eligible Participant shall be credited with an additional five (5) years of Creditable Service for all purposes under this Plan;

(b) For purposes of calculating such Eligible Participant’s Average Final Compensation, Compensation will be deemed to have increased, for each of the additional five (5) years of Creditable Service referenced in Section 3(a) above, at a rate of three percent (3%) annually, compounded, based on Compensation earned by Participant under the Plan from February 1, 2008 through January 31, 2009. In determining Eligible Participant’s Benefit, such Average Final Compensation will not be less than the Average Final Compensation would have been absent the Pension-Plus enhancement described in this section 3(b).

(c) For purposes of determining whether such Eligible Participant has reached age 55 under Section 3.2(a), Commencement, and for computing the amount of the early retirement benefits available under Section 3.4, such Eligible Participant’s age shall be increased by five (5) years.



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		20

Exhibit A

NON-COMPETITION AND CONFIDENTIALITY COVENANTS


A.	Participant wishes to receive Equity Awards which might be granted to Participant in the future or which have been granted to Participant, in each case on the condition that Participant executes and delivers this instrument, and is willing to make the promises set forth in this instrument and to execute and deliver this instrument, in order to be eligible to receive such Equity Awards.


B.	Participant understands that Equity Awards may be forfeited and any Proceeds of Equity Awards may become due and payable to Tiffany if Participant breaches the covenants contained in this instrument.


D.	If Participant is a participant or former participant in the Excess Plan, Participant wishes to receive a Benefit, as defined in such Plan; wishes to execute this instrument pursuant to Section 3.12 of such Plan; and understands that any such Benefit may be forfeited pursuant to such Plan if Participant breaches the covenants contained in this instrument.


E.	Participant agrees that the benefits recited above, as applicable, in addition to Participant’s continued or new employment with Tiffany, constitute full and fair and consideration for the covenants made in this instrument.

NOW THEREFORE , Participant hereby agrees as follows:

1. Defined Terms . Capitalized terms used herein shall have the meanings ascribed to them below or in the attached Definitional Appendix:

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



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		21

“ Confidential Information ” means all confidential or proprietary information or trade secrets in any form or medium relating in any manner to Tiffany and/or its business, clients, vendors and suppliers, 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 supplier and vendor information (including the identity of suppliers and vendors and information concerning the capacity of or products or pricing provided by specific suppliers and 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 Participant’s knowledge, after due inquiry, is not bound by a duty of confidentiality. In addition, notwithstanding the foregoing or anything else contained herein to the contrary, this instrument shall not preclude Participant from disclosing Confidential Information to the extent permitted by Sections 3(e), (f) and (g).

“ Deferral Plan ” means the Tiffany and Company Executive Deferral Plan, as amended from time to time.

“ Excess DCRB Contribution ” shall have the meaning provided in the Deferral Plan.

“ Excess Plan ” shall mean the 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits, as amended from time to time.

“ Investment Fund ” shall have the meaning provided in the Deferral Plan.

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



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		22

“ Notice ” shall have the meaning provided in Section 8(d) of this instrument.

“ Proposed Transaction ” shall have the meaning provided in Section 6 of this instrument.



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		23

2. Non-Competition .



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		24

concerning the provision of other services to other entities or persons while employed by Tiffany.

The provisions of Section 2(a)(i) above shall not apply if Participant’s employment with Tiffany is terminated by Tiffany for reasons other than Cause. The provisions of this Section 2 may be waived in whole or in part if deemed by the Board to be in the best interests of Tiffany or any of its Affiliates; provided, however, that if Participant is, on or within six months prior to Participant’s Termination Date, a Senior Officer, then the provisions of this Section 2 may only be waived by the Committee.

3. Confidentiality . Participant acknowledges that Participant has had, and will continue to have, access to Confidential Information, and Participant agrees that:



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		25

(a) 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;

(c) if applicable, forfeit any and all Excess DCRB Contributions and Investment Fund performance credited to such contributions in Participant’s Deferred



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		26

Benefit Accounts that would otherwise be payable to Participant or his Beneficiary under the Deferral Plan; and promptly repay to Tiffany 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 (for purposes of this Section 4(c), capitalized terms shall have the meanings provided in the Deferral Plan); and

(d) if applicable, forfeit and lose any and all rights to any current or future Benefit (as defined in the Excess Plan) under the Excess Plan.

5. Enforcement .



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		27

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, Participant should specify the extent that Participant will be involved in or can be excluded from involvement in the provision of such services. In making any determination under this Section 6, the Board shall not be deemed to be acting as a fiduciary with respect to Participant or any beneficiary of Participant and shall be under no obligation to issue a determination that any Proposed Transaction is not prohibited hereunder. If Participant is a Senior Officer at the time any determination under this Section 6 is requested, such a request shall be directed to the Committee, and actions and determinations described in this Section 6 shall be conducted by such Committee.



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		28

8. Miscellaneous Provisions .

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

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



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		29

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 only)

Tiffany and Company

By:______________________

Name:

Title:



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		30

Notice Address :

The Board of Directors

Tiffany and Company

Care of:

Legal Department

200 Fifth Avenue

New York, NY 10022



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		31

Appendix I -- Definitions

“Affiliate” shall mean any Person that controls, is controlled by or is under common control with, any other Person, directly or indirectly.

“Approved Broker” means one or more securities brokerage or financial services firms designated by Parent from time to time.

“Cause” shall mean a termination of employment which is the result of:


(i)	Participant’s conviction or plea of guilty or nolo contendere to a felony or any other crime involving financial impropriety or moral turpitude which would tend to subject Parent or any Affiliate of Parent to public criticism or to materially interfere with Participant’s continued employment;


(ii)	Participant's willful and material violation of (A) Parent’s Business Conduct Policy - Worldwide or (B) if applicable, Parent’s Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Company, in each case as such policy may be amended from time to time;

(iii)


(iv)	Participant’s gross negligence in the performance of Participant’s duties and responsibilities that is materially injurious to Parent or any Affiliate of Parent;


(v)	Participant’s willful breach of any material obligation that Participant has to Parent or any Affiliate of Parent under any written agreement with Parent or such Affiliate;


(vi)	Participant's fraud, dishonesty, or theft with regard to Parent or any Affiliate of Parent; and


(vii)	Participant’s failure to reasonably cooperate in any investigation of alleged misconduct by Participant, or by any other employee of Parent or any Affiliate of Parent.



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		32

“Change in Control” shall mean the occurrence of any of the following:

(i)

(ii)

(iii)


(iv)	Assets representing fifty percent (50%) or more of the consolidated assets of Parent and its subsidiaries are sold, liquidated or distributed in a transaction (or series of transactions within a twelve (12) month period),



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		33

other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the stockholders of Parent in substantially the same proportions as their ownership of the common stock of Parent immediately prior to such sale or disposition.

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

“Committee” means the Compensation Committee of the Parent Board and/or the Stock Option Subcommittee thereof.

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

“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.

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

“Good Reason” means any one or more of the following actions taken without Participant’s consent:


(i)	a material adverse change in Participant’s duties, authority, responsibilities or reporting responsibility;


(ii)	a failure of any successor to Employer or Parent (whether direct or indirect and whether by merger, acquisition, consolidation, asset sale or otherwise) to assume in writing any obligations arising out of any agreement between Employer or Parent and Participant;


(iii)	any other action or inaction that constitutes a material breach by Employer or Parent of any agreement between Participant and Employer. For the



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		34

avoidance of doubt, any payout of a short-term incentive or annual bonus for a given fiscal year which is less than the target shall not constitute Good Reason, provided that such lower payout is based upon the failure to meet pre-determined performance goals or a good faith determination by Employer or the Committee of Parent Board that Parent’s financial performance or Participant’s personal performance did not warrant a greater payout;


(iv)	Parent’s failure to comply with the terms of any equity award granted to or required by contract to be granted to Participant; or

(v)

“Incumbent Board” shall have the meaning provided in sub-section (ii) of the definition entitled “Change in Control.”

“Parent” shall mean Tiffany & Co., and any successor to all or substantially all of 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



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		35

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.

“Separation from Service” means a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h).

“Share” means a share of Common Stock.

“Specified Employee” means a “specified employee” as defined in Code Section 409A(a)(2)(B)(i).

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


(i)	the dissolution or liquidation of Tiffany & Co.;


(ii)	a reorganization, merger or consolidation of Tiffany & Co. with one or more Persons as a result of which Tiffany & Co. goes out of existence or becomes a subsidiary of another Person; or


(iii)	upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of Tiffany & Co. by another Person;



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		36

of a sale or other transaction, Employer ceases to be an Affiliate of Parent, the occurrence of such transaction shall be treated as the Termination Date, and Participant’s employment will be deemed to have been involuntarily terminated without cause.

“Tiffany & Co.” shall mean Tiffany & Co., a Delaware corporation.



2004 Tiffany And Company Un-Funded Retirement Income Plan To Recognize Compensation In Excess Of Internal Revenue Code Limits, Amended and Restated as of January 19, 2017		37

Exhibit 10.36

Tiffany & Co.

(a Delaware corporation)

Corporate Governance Principles

(as adopted by the full Board of Directors on January 15, 2004 and last amended on January 19, 2017)


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

a. At least a majority of the directors shall meet the independence requirements set forth in Section 303A.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 (directly or as a partner, shareholder or officer of any organization that has a relationship with the Corporation). Further, in making its determination of independence for any director who will serve on the Compensation Committee, the Board shall also consider all factors specifically relevant to determining whether each such director has a relationship to the Corporation that is material to his or her ability to be independent from management in connection with the duties of a Compensation Committee member, including, but not limited to, the requirements set forth in Section 303A.02(a)(ii) of the New York Stock Exchange Corporate Governance Rules. 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 hold stock in the Corporation by virtue of its policies with respect to stock ownership by directors.

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

I-1

Governance Committee will specifically consider each then current director’s continued service on the Board and whether each such director should be recommended for re-nomination to the Board. Each then current director will be given an opportunity to confirm his or her desire to continue as a member of the Board.

e. From time to time, the Nominating/Corporate Governance Committee will recommend to the Board the optimal number of directors constituting the entire Board. Based upon that recommendation, the current nature and scope of the Corporation’s business, and the experience, expertise and skills 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 whether each member of the Audit Committee is financially literate and confirming that at least one member of the Audit Committee has accounting or related financial management expertise, in each case as set forth in Section 303A.07 of the New York Stock Exchange Corporate Governance Rules. The Board shall further have responsibility for determining the qualification of an individual to serve on the Audit Committee as a designated “ audit committee financial expert ,” as required by the 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 to serve on the Audit Committee and in evaluating whether to re-nominate any existing director 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 shall 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, since the time such director was most recently elected to the Board, 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) 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 the 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 the change or directorship and the receipt of such a letter. The Nominating/Corporate Governance Committee shall promptly determine, in light of the circumstances, whether to accept or decline such resignation. In some instances, taking into account all relevant factors and circumstances, it may be appropriate for the Nominating/Corporate Governance Committee to decline such resignation, but recommend to the Board that the director cease participation on one or more committees or that the director not be re-nominated to the Board.

I-2

h. 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, 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 to accept or reject the resignation. Thereafter, the Board will promptly disclose its decision regarding the director's resignation (including the reason(s) for rejecting the resignation, 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.

i. 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 five public companies.

2. Attendance and Participation at Board and Committee Meetings .

a. Directors are expected to attend the 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 are 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 make all reasonable efforts to attend, in person or by telephone, specially scheduled meetings of the Board or those committees on which they serve.

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

I-3

e. Directors are expected to comply with the policies and procedures of the Corporation 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 shall 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, other members of management or the Corporation’s independent accountants). The Board encourages the chief executive officer to invite other executive 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 will be 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 on 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 make efforts to avoid any appearance of impropriety in connection with such contributions, if any. Contributions made during any fiscal year to charitable organizations

I-4

with which directors are affiliated, through membership on the governing board of such charitable organizations, shall be disclosed in the Corporation’s annual proxy statement for such year.

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 financial 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 be available to and meet with any new director and provide an orientation into the business, finance and accounting of the Corporation.

b. Each director shall be reimbursed, at such director’s request, 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 Nominating/Corporate Governance Committee, shall select, evaluate the performance of, and make determinations to retain or replace, the chief executive officer. Such evaluations and determinations will be made with (i) a view to the effectiveness and execution of strategies propounded by, and decisions made 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, evaluate the performance and potential of the other executive officers. More generally, the Board, assisted by the Nominating/Corporate Governance Committee, shall participate in the planning for the succession of the other executive officers.

7. Annual Performance Evaluation of the Board.

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

b. Annually, each independent director will participate in an assessment and evaluation of the Board’s performance. The independent directors of each committee of the Board will also annually participate in an assessment and evaluation of such committee’s performance. The results of such self-assessments will be discussed with the full Board.

I-5

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 material acquisitions and financings), declaration of dividends, issuance of securities and appointment of officers of the Corporation. The Board, with the assistance of the Audit Committee, shall annually review, and, if acceptable, approve, a delegation of authority policy that delineates the matters that shall be reserved for Board approval from those matters that may be delegated to management.

b. The Board is responsible for reviewing and approving or ratifying any transaction, arrangement or relationship in which: (i) the aggregate amount involved will, or may be expected to, exceed $120,000 in any fiscal year, (ii) the Corporation or any of its subsidiaries is a participant, and (iii) any Related Person has or will have a direct or indirect material interest (other than solely as a result of being a director or trustee or in any similar position, or a less than 10% beneficial owner, of another entity) (each, a “ Related Person Transaction ”). For purposes of this item 8.b, a “Related Person” shall be any person who at any time since the beginning of the last fiscal year of the Corporation was a director or executive officer of the Corporation, a nominee for director, a stockholder owning of record or beneficially more than 5% of any class of the Corporation’s voting securities and an immediate family member (as defined in Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “ Act ”)) of any such person. The Corporation’s chief legal officer, having been informed of any potential or planned Related Person Transaction in accordance with the Corporation’s applicable policies and procedures, shall promptly advise the Nominating/Corporate Governance Committee. The Committee shall then review such transaction and, where the Committee determines in its business judgment that it is in the best interest of the Corporation, recommend such transaction for approval or ratification to the Board. In making such determination, the Committee and the Board shall broadly consider all relevant facts and circumstances, including the identity and position of the Related Person, the extent of the Related Person’s interest in the transaction, the business purpose for and reasonableness of the transaction (particularly in light of alternatives), the terms of the transaction and the materiality of the transaction to the Related Person and the Corporation. The Board, directly or through its Nominating/Corporate Governance Committee, may adopt additional policies and procedures with respect to Related Party Transactions, which may provide for certain exceptions to the review and approval requirements set forth above. The provisions of this item 8.b are in addition to, and not intended to modify, item 4.d above. The Corporation’s policies and procedures for the review, approval or ratification of Related Person Transactions shall be disclosed in the Corporation’s annual proxy statement.

c. The Board is responsible, either through its Nominating/Corporate Governance Committee, or as guided by such Committee, for reviewing and approving any proposed service by an executive officer of the Corporation as a director of any other public company. In considering such approval, the Committee and the Board shall broadly consider all relevant facts and circumstances.

I-6

d. 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 applicable laws of the state of Delaware, the applicable Federal laws of the United States and in the corporate governance rules of the New York Stock Exchange.

e. 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 Board 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. at least annually, the Board will review and discuss management’s enterprise risk assessment;

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

vi. 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

vii. the Corporation’s policies or programs 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 for operating 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

I-7

investors in accordance with applicable laws, 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 implementing the plan as approved by the Board;

c. developing and presenting the annual operating plan and budget and for implementing that plan as approved by the Board;

d. identifying, assessing and managing risks that may arise in the Corporation’s operations and ensuring that the Board is appropriately aware of any such material risks;

e. creating an organizational structure appropriate to the achievement of the strategic and operating plans of the Corporation and recruiting, selecting and developing the necessary managerial talent to execute on such plans;

f. creating a working environment conducive to integrity, business ethics and compliance with applicable laws and the requirements of the Corporation’s policies;

g. 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

h. 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 or submitted by it under 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 or submits under the Act is accumulated and communicated to the Corporation’s management, including its principal executive and financial officers, as appropriate 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 executive officers primarily responsible for global retail sales, merchandising and manufacturing; the chief legal officer, the chief information officer, the controller, the heads of internal audit & financial planning and analysis, the investor relations officer and the treasurer.

I-8

10. Leadership Structure and 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”. 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. In determining which director shall serve as chairman of the Board, the Board shall broadly consider all relevant facts and circumstances as well as the director’s business experience, specific areas of expertise and skill set, including his or her ability to effectively moderate discussions during Board meetings and his or her responsiveness to the Board’s suggestions for agenda items and information to be provided by management to the Board.

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.e below). Each Board member may 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 for distributing information and data that is necessary for the Board to understand the matters to be considered and acted upon by the Board; such materials shall be, to the fullest extent practicable, distributed in written form to the Board sufficiently in advance of Board meetings so as to provide reasonable 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; in his or her absence, the presiding independent director or another director identified by the presiding independent director shall preside.

e. If the chairman of the board is not independent, the independent directors shall 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. The presiding independent director shall approve meeting agendas and schedules for the Board, chair meetings of the independent and non-management directors, serve as a liaison between the chairman of the Board and the independent directors, and serve to facilitate communications by stockholders and employees with the non-management directors. The presiding independent director shall also have the authority to call meetings of the independent directors.

I-9

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. As set forth in item 10.e above, 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. As set forth in item 10.e above, the presiding independent director shall preside over such meetings.

h. The Board, with the assistance of the Nominating/Corporate Governance Committee, shall reassess the appropriateness of the Board leadership structure as warranted, including following changes in management, board composition or in the nature, scope or complexity of the Corporation’s operations.

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 Finance Committee, a Dividend Committee and a Corporate Social Responsibility Committee.

c. The chairman of each Board committee, in consultation with the appropriate members of management, 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 (unless the full Board was present at such committee meeting), or by written consent, since the preceding regularly scheduled Board meeting. Such report may be effected by the distribution to the full Board of the minutes of any such meeting or any such written consent.

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. Once so approved and adopted, the secretary or assistant secretary shall sign the minutes, which signature will thereafter indicate the Committee’s approval and adoption.

I-10

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.

I-11

Exhibit 10.29l

CASH INCENTIVE AWARD AGREEMENT

AGREEMENT (the “Agreement”) made effective ______ ___ , 201 • 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 19, 2014 the Board of Directors of the Company adopted, and on May 22, 2014 the stockholders of the Company duly approved, the Company’s 2014 Employee Incentive Plan, as subsequently amended (the “Plan”);

WHEREAS, the Compensation Committee of the Company’s Board of Directors (the “Committee”) was appointed the “Committee” under the Plan by said Board of Directors; and

WHEREAS, the Committee granted Executive the Award (as defined below) under the Plan and subject to the terms and conditions herein.

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, and the award granted herein is intended to be an Other Incentive Award, in each case pursuant to the Plan and 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, 201 except as provided in this Agreement.

3. Tiffany agrees to pay, or failing that, the Company shall pay, a cash incentive award (the “Award”) to Executive in respect of the fiscal year ending January 31, 201 only as follows:

(a) Such Award shall be paid, if at all, within sixty (60) days after financial results have been determined and publicly announced for such fiscal year, provided that Executive remains employed with Tiffany through the end of such fiscal year;

(b) no Award shall be payable unless the Company’s consolidated operating earnings or net sales growth on a constant-exchange-rate basis for such fiscal year (in each case as adjusted by the Committee pursuant to Section 9.1 of the Plan) equals or exceeds and , respectively; and

(c) if the condition stated in subparagraph (b) is satisfied, a maximum incentive Award of $ will be payable to Executive, subject to the discretion of the Committee to reduce such Award by any amount (but not below $0), and less applicable withholdings and deductions. The Committee will not be limited in the exercise of such discretion.

Notwithstanding any other provision in this Agreement to the contrary, the Award will not be payable to Executive if the Committee determines that Executive has materially breached the terms and

conditions of any applicable post-employment restrictive covenants on or prior to the date of payment of such Award.

4. The Award is not transferable other than by will or the laws of descent and distribution, and shall not otherwise be transferred, assigned, pledged, hypothecated or 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 Award other than as permitted herein or to assign, pledge, hypothecate or dispose of the Award other than as permitted herein, or upon the levy of any execution, attachment or similar process upon the Award, the Award shall immediately terminate and become null and void.

5. Executive acknowledges and agrees that (i) this Award Agreement, the Award, and the transactions contemplated hereunder do not constitute an express or implied promise of continued employment or other service for any other period, and shall not interfere with the Company’s or Tiffany’s right to terminate the employment or service relationship at any time, with or without cause, subject to the terms of any written employment agreement (including any offer letter) between Executive and the Company or Tiffany, and (ii) Tiffany and the Company would not have granted the Award to Executive but for these acknowledgements and agreements.

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

7. The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and/or Tiffany and Executive with respect to the subject matter hereof. In the event of any conflict between this Agreement and the Plan, the Plan shall be controlling, except as otherwise specifically provided in the Plan. This Agreement shall be construed under the laws of the State of New York, without regard to conflict of laws principles.

8. Executive has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Agreement and fully understands all provisions of the Plan and this Agreement. Executive hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions relating to the Plan and this Agreement.

9. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

10. Notwithstanding anything herein to the contrary, the Award or portion thereof paid to Executive under this 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 Company’s Board on September 18, 2013.

Form of Cash Incentive Award Agreement, January 19, 2017

11. 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 Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), 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. To the extent that any provision under this Agreement is ambiguous as to its compliance with Code Section 409A, the provision shall be interpreted in a manner so that no amount payable to Executive shall be subject to an “additional tax” within the meaning of Code Section 409A. For purposes of Code Section 409A, each payment provided under this Agreement shall be treated as a separate payment. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption. In no event shall the Company or Tiffany have any liability or obligation with respect to taxes, penalties, interest or other expenses for which Executive may become liable as a result of the application of Code Section 409A.

If Executive notifies the Company or Tiffany that Executive 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 Executive to incur any additional tax or interest under Code Section 409A or the Company or Tiffany independently makes such determination, the Company and Tiffany shall, after consulting with Executive, 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 Executive, the Company and Tiffany without violating the provisions of Code Section 409A.

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



		Tiffany & Co. (the “Company”)
[Name of Executive]
		Tiffany and Company (“Tiffany”)

Form of Cash Incentive Award Agreement, January 19, 2017

Exhibit 10.29m

NON-COMPETITION AND CONFIDENTIALITY COVENANTS


A.	Participant wishes to receive Equity Awards which might be granted to Participant in the future or which have been granted to Participant, in each case on the condition that Participant executes and delivers this instrument, and is willing to make the promises set forth in this instrument and to execute and deliver this instrument, in order to be eligible to receive such Equity Awards.


B.	Participant understands that Equity Awards may be forfeited and any Proceeds of Equity Awards may become due and payable to Tiffany if Participant breaches the covenants contained in this instrument.


D.	If Participant is a participant or former participant in the Excess Plan, Participant wishes to receive a Benefit, as defined in such Plan; wishes to execute this instrument pursuant to Section 3.12 of such Plan; and understands that any such Benefit may be forfeited pursuant to such Plan if Participant breaches the covenants contained in this instrument.


E.	Participant agrees that the benefits recited above, as applicable, in addition to Participant’s continued or new employment with Tiffany, constitute full and fair and consideration for the covenants made in this instrument.

NOW THEREFORE , Participant hereby agrees as follows:

1. Defined Terms . Capitalized terms used herein shall have the meanings ascribed to them below or in the attached Definitional Appendix:

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

purchase history and client identifying information) and supplier and vendor information (including the identity of suppliers and vendors and information concerning the capacity of or products or pricing provided by specific suppliers and 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 Participant’s knowledge, after due inquiry, is not bound by a duty of confidentiality. In addition, notwithstanding the foregoing or anything else contained herein to the contrary, this instrument shall not preclude Participant from disclosing Confidential Information to the extent permitted by Sections 3(e), (f) and (g).

“ Deferral Plan ” means the Tiffany and Company Executive Deferral Plan, as amended from time to time.

“ Excess DCRB Contribution ” shall have the meaning provided in the Deferral Plan.

“ Excess Plan ” shall mean the 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits, as amended from time to time.

“ Investment Fund ” shall have the meaning provided in the Deferral Plan.

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

“ Notice ” shall have the meaning provided in Section 8(d) of this instrument.

Form of Non-Competition and Confidentiality Covenants, January 19, 2017

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 of such shares on the principal market on which such shares are traded as of the vesting or exercise date, as applicable, if such vesting or exercise date is a trading date (and if such vesting or exercise date is not a trading date, then as of the trading date next following the vesting or exercise date).

“ Proposed Transaction ” shall have the meaning provided in Section 6 of this instrument.

2. Non-Competition .

Form of Non-Competition and Confidentiality Covenants, January 19, 2017

engage in) (a) the Retail Jewelry Trade, (b) the Wholesale Jewelry Trade or (c) Other Competitive Trade if Participant has or had responsibility for activities or operations similar to the Other Competitive Trade while employed by Tiffany; provided, however, this subsection shall not prohibit an otherwise passive investment by Participant not exceeding five percent of the outstanding securities of a publicly traded company;

3. Confidentiality . Participant acknowledges that Participant has had, and will continue to have, access to Confidential Information, and Participant agrees that:

Form of Non-Competition and Confidentiality Covenants, January 19, 2017

drawings, photographs, or other documents relating in any way to the affairs of Tiffany or its customers, vendors or suppliers;

Tiffany email addresses; and employee lists, when exercising statutory rights to organize or to act for individual or mutual benefit under the National Labor Relations Act or other laws, or to exercise their rights under other applicable law.

(a) 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;

Form of Non-Competition and Confidentiality Covenants, January 19, 2017

(d) if applicable, forfeit and lose any and all rights to any current or future Benefit (as defined in the Excess Plan) under the Excess Plan.

5. Enforcement .

Form of Non-Competition and Confidentiality Covenants, January 19, 2017

refusal of such request in writing, or (c) issue a written request for more written information concerning the Proposed Transaction. In the event that alternative (c) is elected (which election may be made on behalf of the Board by the Legal Department of Tiffany 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, Participant should specify the extent that Participant will be involved in or can be excluded from involvement in the provision of such services. In making any determination under this Section 6, the Board shall not be deemed to be acting as a fiduciary with respect to Participant or any beneficiary of Participant and shall be under no obligation to issue a determination that any Proposed Transaction is not prohibited hereunder. If Participant is a Senior Officer at the time any determination under this Section 6 is requested, such a request shall be directed to the Committee, and actions and determinations described in this Section 6 shall be conducted by such Committee.

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, in which case the parties expressly consent to such a dispute being brought in a court of law with competent jurisdiction.

Form of Non-Competition and Confidentiality Covenants, January 19, 2017

8. Miscellaneous Provisions .

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

(e) Each Person giving a Notice shall address the Notice to the recipient 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 recipient 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 recipient 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. If any Notice is received after 5:00 p.m.on a business day where the recipient is located, or on a day that is not a business day where the recipient is located, then the Notice shall be deemed received at 9:00 a.m. on the next business day where the recipient is located.

Form of Non-Competition and Confidentiality Covenants, January 19, 2017

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 only)

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

Form of Non-Competition and Confidentiality Covenants, January 19, 2017

Appendix I -- Definitions

“Affiliate” shall mean any Person that controls, is controlled by or is under common control with, any other Person, directly or indirectly.

“Approved Broker” means one or more securities brokerage or financial services firms designated by Parent from time to time.

“Cause” shall mean a termination of employment which is the result of:


(i)	Participant’s conviction or plea of guilty or nolo contendere to a felony or any other crime involving financial impropriety or moral turpitude which would tend to subject Parent or any Affiliate of Parent to public criticism or to materially interfere with Participant’s continued employment;


(ii)	Participant's willful and material violation of (A) Parent’s Business Conduct Policy - Worldwide or (B) if applicable, Parent’s Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Company, in each case as such policy may be amended from time to time;

(iii)


(iv)	Participant’s gross negligence in the performance of Participant’s duties and responsibilities that is materially injurious to Parent or any Affiliate of Parent;


(v)	Participant’s willful breach of any material obligation that Participant has to Parent or any Affiliate of Parent under any written agreement with Parent or such Affiliate;


(vi)	Participant's fraud, dishonesty, or theft with regard to Parent or any Affiliate of Parent; and


(vii)	Participant’s failure to reasonably cooperate in any investigation of alleged misconduct by Participant, or by any other employee of Parent or any Affiliate of Parent.

For purposes of the foregoing, 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

Form of Non-Competition and Confidentiality Covenants, January 19, 2017

reasonable belief that his or her action or omission was in the best interests of, Parent or any Affiliate of Parent.

“Change in Control” shall mean the occurrence of any of the following:

(i)

(ii)

(iii)

(iv)

Assets representing fifty percent (50%) or more of the consolidated assets of Parent and its subsidiaries are sold, liquidated or distributed in a transaction (or series of transactions within a twelve (12) month period), other than such a sale or disposition immediately after which such assets will be owned directly or indirectly by the stockholders of Parent in substantially the same proportions as their ownership of the common stock of Parent immediately prior to such sale or disposition.

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

Form of Non-Competition and Confidentiality Covenants, January 19, 2017

“Committee” means the Compensation Committee of the Parent Board and/or the Stock Option Subcommittee thereof.

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

“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.

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

“Good Reason” means any one or more of the following actions taken without Participant’s consent:


(i)	a material adverse change in Participant’s duties, authority, responsibilities or reporting responsibility;


(ii)	a failure of any successor to Employer or Parent (whether direct or indirect and whether by merger, acquisition, consolidation, asset sale or otherwise) to assume in writing any obligations arising out of any agreement between Employer or Parent and Participant;

(iii)

any other action or inaction that constitutes a material breach by Employer or Parent of any agreement between Participant and Employer. For the avoidance of doubt, any payout of a short-term incentive or annual bonus for a given fiscal year which is less than the target shall not constitute Good Reason, provided that such lower payout is based upon the failure to meet pre-determined performance goals or a good faith determination by Employer or the Committee of Parent Board that Parent’s financial performance or Participant’s personal performance did not warrant a greater payout;

Form of Non-Competition and Confidentiality Covenants, January 19, 2017


(iv)	Parent’s failure to comply with the terms of any equity award granted to or required by contract to be granted to Participant; or

(v)

“Incumbent Board” shall have the meaning provided in sub-section (ii) of the definition entitled “Change in Control.”

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

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

Form of Non-Competition and Confidentiality Covenants, January 19, 2017

“Separation from Service” means a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h).

“Share” means a share of Common Stock.

“Specified Employee” means a “specified employee” as defined in Code Section 409A(a)(2)(B)(i).

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


(i)	the dissolution or liquidation of Tiffany & Co.;


(ii)	a reorganization, merger or consolidation of Tiffany & Co. with one or more Persons as a result of which Tiffany & Co. goes out of existence or becomes a subsidiary of another Person; or


(iii)	upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of Tiffany & Co. by another Person;

“Tiffany & Co.” shall mean Tiffany & Co., a Delaware corporation.

Form of Non-Competition and Confidentiality Covenants, January 19, 2017

Exhibit 10.29n

STOCK OPTION

Terms

Effective January 19, 2017

TIFFANY & CO.

a Delaware Corporation

(the “ Parent ”)

TERMS OF STOCK OPTION AWARD

(Transferable Non-Qualified Option)

under the

2014 EMPLOYEE INCENTIVE PLAN

(the “ Plan ”)

Terms Effective January 19, 2017

1. Introduction and Terms of Option. Participant has been granted a Non-Qualified Stock Option Award (the “Option”) to purchase shares of Common Stock under the Plan by the Committee. The name of “Participant,” the “Grant Date,” the number of “Covered Shares,” the “Maturity Date(s)” and the “Exercise Price” per share are stated in the attached “Notice of Grant.” The other terms and conditions of the Option are stated in this document and in the Plan. If Participant has the title of Vice President or a more senior title, this award will be void unless Participant executes and delivers to Parent those certain Non-Competition and Confidentiality Covenants in the form approved by the Committee within 180 days after the Grant Date.

2. Award and Exercise Price ; Option Not An Incentive Stock Option . Subject to the terms and conditions stated in this document, the Option gives Participant the right to purchase the Covered Shares from Parent at the Exercise Price. The Option is not intended to constitute an “incentive stock option” as that term is used in the Code.

3. Earliest Dates for Exercise - Cumulative Installments . Unless otherwise provided herein, the Option shall become exercisable (“mature”) in a single installment on the Maturity Date or in cumulative installments on the Maturity Dates, in each case as specified in the Notice of Grant. If the Notice of Grant provides for multiple Maturity Dates, once an installment of the Option matures, it shall continue to be exercisable with all prior installments on a cumulative basis until the Expiration Date, subject to earlier termination as provided herein.

4. Expiration Date. No portion of the Option, whether matured or not, shall be exercisable following the Expiration Date. Unless otherwise provided herein, the “Expiration Date” shall be the ten-year anniversary of the Grant Date.

5. Effect of Termination of Employment ; Change in Control.

(a) Generally. Unless otherwise provided in this Section 5, upon Participant’s Termination Date (i) any installment of the Option that has not yet matured as of the Termination Date shall not mature and shall be null and void; and (ii) the Expiration Date for any matured installment of the Option shall be three months from the Termination Date (but in no event later than the ten-year anniversary of the Grant Date).

(b) Termination due to death or Disability . If Participant’s Termination Date occurs by reason of death or Disability, then in each case all installments of the Option that have not yet matured shall mature on the Termination Date, and the Expiration Date for all matured installments of the

Option shall be two years from the Termination Date (but in no event later than the ten-year anniversary of the Grant Date).

(c) Termination due to Retirement . If Participant’s Termination Date occurs by reason of Retirement, then (i) provided the Grant Date was at least six months prior to the Termination Date, all outstanding installments of the Option shall mature on the Maturity Dates specified in the Notice of Grant, and (ii) the Expiration Date for any matured installment of the Option shall be five years from the Termination Date (but in no event later than the ten-year anniversary of the Grant Date).

(d) Termination due to Eligible Termination. If Participant’s Termination Date occurs by reason of Eligible Termination, then (i) provided the Grant Date was at least six months prior to the Termination Date, all outstanding installments of the Option shall mature on the Maturity Dates specified in the Notice of Grant, and (ii) the Expiration Date for any matured installment of the Option shall be five years from the Termination Date (but in no event later than the ten-year anniversary of the Grant Date).

(e) Termination for Cause. If Participant’s Termination Date occurs by reason of involuntary termination for Cause, any installment of the Option that has not yet matured shall not mature and shall be null and void; and the Expiration Date shall be the Termination Date.

(f) Effect of Change in Control . Upon the earlier of (i) the occurrence of a Change in Control that is a Terminating Transaction, or (ii) Participant’s Involuntary Termination, all installments of the Option that have not yet matured shall mature.

7. Methods of Option Exercise .

(a) Prior to the Expiration Date, matured installments of the Option may be exercised in whole or in part by filing a written notice of exercise with the Corporate Secretary of Parent at its corporate headquarters. Such notice shall specify the number of Shares which Participant elects to purchase (the “Exercised Shares”) and shall be accompanied by a bank-certified check payable to Parent (or other type of check or draft payable to Parent and acceptable to its Corporate Secretary) in the amount of the Exercise Price for the Exercised Shares plus any tax withholding resulting from such exercise as computed by Employer. The exercise shall be deemed complete on Parent’s receipt of such notice and said check or draft.

(b) Alternatively, in lieu of such check or draft, if permitted by Parent, and subject to such requirements as Parent may specify (including without limitation requirements consistent with applicable policies concerning insider information), Participant may provide a copy of directions to, or a written acknowledgment from, an Approved Broker that the Approved Broker has been directed to sell, for the account of the owner of the Option, Shares (or a sufficient portion of the Shares) acquired upon exercise of the Option, together with an undertaking by the Approved Broker to remit to Parent a sufficient portion of the sale proceeds to pay the Exercise Price for the Exercised Shares plus any tax withholding resulting from such exercise as computed by Employer. The exercise shall be deemed complete on the trade date of the sale.

8. Withholding . All distributions on the exercise of the Option are subject to withholding of all applicable taxes. The method for withholding shall be as provided in paragraph 7 above, unless the

Tiffany & Co. 2014 Employee Incentive Plan, Option Terms, January 19, 2017

Committee approves other methods of withholding, as provided for in the Plan, before the Option is exercised.

9. Transferability . The Option is not transferable other than by will or the laws of descent and distribution or pursuant to a “domestic relations order,” as defined in the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder, and shall not otherwise be transferred, assigned, pledged, hypothecated or disposed of in any way, whether by operation of law or otherwise, nor shall it be subject to execution, attachment or similar process. Notwithstanding the foregoing, the Option may be transferred by Participant to (i) the spouse, children or grandchildren of Participant (each an “Immediate Family Member”), (ii) a trust or trusts for the exclusive benefit of any or all Immediate Family Members, or (iii) a partnership in which any or all Immediate Family Members are the only partners, provided that (x) there may be no consideration paid or otherwise given for any such transfer, and (y) subsequent transfer of the Option is prohibited otherwise than by will, the laws of descent and distribution or pursuant to a domestic relations order. Following transfer, the Option shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. The provisions of paragraph 5 above shall continue to be applied with respect to the original Participant following transfer and the Option shall be exercisable by the transferee only to the extent, and for the periods specified, herein. Upon any attempt to transfer the Option other than as permitted herein or to assign, pledge, hypothecate or dispose of the Option other than as permitted herein, or upon the levy of any execution, attachment or similar process upon the Option, the Option shall immediately terminate and become null and void.

10. Definitions . For the purposes of the Option, capitalized terms shall have the meanings provided herein or 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.

11. Heirs and Successors . The terms of the Option shall be binding upon, and inure to the benefit of, 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 Parent’s assets and business. Participant may designate a beneficiary of his/her rights under the Option by filing written notice with the Corporate Secretary of Parent. In the event of Participant’s death prior to the full exercise of the Option, the Option may be exercised by such beneficiary to the extent it was exercisable on Participant’s Termination Date and up until its Expiration Date. If Participant fails to designate a beneficiary, or if the designated beneficiary dies before Participant, the Option may be exercised by Participant’s estate to the extent that it was exercisable on Participant’s Termination Date and up until its Expiration Date.

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

13. Compliance with Restrictive Covenants. Notwithstanding any other provision in these terms to the contrary, no installments of the Option shall vest pursuant to Sections 5(b), 5(c) or 5(d), and the Expiration Dates provided in the foregoing Sections shall not apply, if the Committee determines that Participant has materially breached the terms and conditions of any applicable confidentiality, non-competition, non-solicitation or other restrictive covenants.

14. Plan Governs . Notwithstanding anything in this document to the contrary, the terms of the Option shall be subject to the terms of the Plan, a copy of which has been provided to Participant.

15. Securities Matters . All Shares and Exercised Shares shall be subject to the restrictions on sale, encumbrance and other disposition provided by federal or state law. Parent shall not be obligated to sell

Tiffany & Co. 2014 Employee Incentive Plan, Option Terms, January 19, 2017

or issue any Shares or Exercised Shares pursuant to this document unless, on the date of sale and issuance thereof, such Shares are either registered under the Securities Act, and all applicable state securities laws, or are exempt from registration thereunder. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, Parent at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of Parent, such restrictions are necessary in order to achieve compliance with the Securities Act or the securities laws of any state or any other law.

16. Investment Purpose . Unless the Shares are registered under the Securities Act, any and all Shares acquired by Participant under this document will be acquired for investment for Participant’s own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such Shares within the meaning of the Securities Act. Participant shall not sell, transfer or otherwise dispose of such Shares unless they are either (i) registered under the Securities Act and all applicable state securities laws, or (ii) exempt from such registration in the opinion of Parent’s counsel.

17. No Guarantee of Continued Employment or Service . This document, the transactions contemplated hereunder and the exercise schedule set forth herein do not constitute an express or implied promise of continued employment or other service for the exercise period or for any other period, and shall not interfere with Participant’s right or the right of Employer, Parent or any Affiliate to terminate the employment or service relationship at any time, with or without cause, subject to the terms of any written employment agreement (including any offer letter) between Participant and Employer, Parent or any Affiliate.

18. Entire Document; Governing Law . The Plan and this document constitute the entire terms with respect to the subject matter hereof and supersede in their entirety all prior undertakings of Employer, Parent or any Affiliate. In the event of any conflict between this document and the Plan, the Plan shall be controlling, except as otherwise specifically provided in the Plan. This document shall be construed under the laws of the State of New York, without regard to conflict of laws principles.

19. Opportunity for Review . Participant has reviewed the Plan and this document in their entirety, has had an opportunity to obtain the advice of counsel and fully understands all provisions of the Plan and this document. All decisions or interpretations of the Committee upon any questions relating to the Plan and this document shall be binding, conclusive and final.

20. Section 409A . In no event shall Parent, Employer, or any Affiliate have any liability or obligation with respect to taxes, penalties, interest or other expenses for which Participant may become liable as a result of the application of Code Section 409A. 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 document shall be interpreted to be exempt from or in compliance with Code Section 409A. To the extent that any provision under this document is ambiguous as to its compliance with Code Section 409A, the provision shall be interpreted in a manner so that no amount payable to Participant shall be subject to an “additional tax” within the meaning of Code Section 409A. For purposes of Code Section 409A, each payment provided under this document shall be treated as a separate payment. Notwithstanding any other provision of this document, payments provided under this document may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption.

Tiffany & Co. 2014 Employee Incentive Plan, Option Terms, January 19, 2017

In addition to the provisions regarding Code Section 409A set forth above, the following shall apply:

If Participant notifies Parent that Participant believes that any provision of this document (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 Participant to incur any additional tax or interest under Code Section 409A or Parent independently makes such determination, Parent shall, after consulting with Participant, 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 Participant and Parent without violating the provisions of Code Section 409A.

Tiffany & Co. 2014 Employee Incentive Plan, Option Terms, January 19, 2017

Appendix I -- Definitions

“Affiliate” shall mean any Person that controls, is controlled by or is under common control with, any other Person, directly or indirectly.

“Approved Broker” means one or more securities brokerage or financial services firms designated by Parent from time to time.

“Cause” shall mean a termination of employment which is the result of:


(i)	Participant’s conviction or plea of guilty or nolo contendere to a felony or any other crime involving financial impropriety or moral turpitude which would tend to subject Parent or any Affiliate of Parent to public criticism or to materially interfere with Participant’s continued employment;


(ii)	Participant’s willful and material violation of (A) Parent’s Business Conduct Policy - Worldwide or (B) if applicable, Parent’s Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Company, in each case as such policy may be amended from time to time;

(iii)


(iv)	Participant’s gross negligence in the performance of Participant’s duties and responsibilities that is materially injurious to Parent or any Affiliate of Parent;


(v)	Participant’s willful breach of any material obligation that Participant has to Parent or any Affiliate of Parent under any written agreement with Parent or such Affiliate;


(vi)	Participant’s fraud, dishonesty, or theft with regard to Parent or any Affiliate of Parent; and


(vii)	Participant’s failure to reasonably cooperate in any investigation of alleged misconduct by Participant, or by any other employee of Parent or any Affiliate of Parent.

“Change in Control” shall mean the occurrence of any of the following:


(i)	Any Person or group (as defined in Rule 13d-5 under the Exchange Act) of Persons (excluding (i) Parent or any of its Affiliates, (ii) a trustee or any fiduciary holding securities under an employee benefit plan of Parent or any of its Affiliates, (iii) an

Tiffany & Co. 2014 Employee Incentive Plan, Option Terms, January 19, 2017

underwriter temporarily holding securities pursuant to an offering of such securities, (iv) a corporation owned, directly or indirectly by stockholders of Parent in substantially the same proportions as their ownership of Parent, or (v) any surviving or resulting entity or ultimate parent entity resulting from a reorganization, merger, consolidation or other corporate transaction referred to in clause (iii) below that does not constitute a Change in Control under clause (iii) below) is or becomes the “beneficial owner” (as defined in Rule 13d-3 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;

(ii)

(iii)

(iv)

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

“Committee” means the Compensation Committee of the Parent Board and/or the Stock Option Subcommittee thereof.

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

Tiffany & Co. 2014 Employee Incentive Plan, Option Terms, January 19, 2017

“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.

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

“Good Reason” means any one or more of the following actions taken without Participant’s consent:


(i)	a material adverse change in Participant’s duties, authority, responsibilities or reporting responsibility;


(ii)	a failure of any successor to Employer or Parent (whether direct or indirect and whether by merger, acquisition, consolidation, asset sale or otherwise) to assume in writing any obligations arising out of any agreement between Employer or Parent and Participant;

(iii)


(iv)	Parent’s failure to comply with the terms of any equity award granted to or required by contract to be granted to Participant; or

(v)

“Incumbent Board” shall have the meaning provided in sub-section (ii) of the definition entitled “Change in Control.”

Tiffany & Co. 2014 Employee Incentive Plan, Option Terms, January 19, 2017

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

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

“Separation from Service” means a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h).

“Share” means a share of Common Stock.

“Specified Employee” means a “specified employee” as defined in Code Section 409A(a)(2)(B)(i).

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


(i)	the dissolution or liquidation of Tiffany & Co.;


(ii)	a reorganization, merger or consolidation of Tiffany & Co. with one or more Persons as a result of which Tiffany & Co. goes out of existence or becomes a subsidiary of another Person; or


(iii)	upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of Tiffany & Co. by another Person;

“Tiffany & Co.” shall mean Tiffany & Co., a Delaware corporation.

Tiffany & Co. 2014 Employee Incentive Plan, Option Terms, January 19, 2017

Exhibit 10.29o

PERFORMANCE-

BASED RESTRICTED

STOCK UNIT TERMS

Effective January 19, 2017

TIFFANY & CO.

a Delaware Corporation

(the “Parent”)

TERMS OF PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT

(Non-Transferable)

under the

2014 EMPLOYEE INCENTIVE PLAN

(the “Plan”)

Terms Effective January 19, 2017

Introduction and Terms of Grant . Participant has been granted (the “Grant”) Stock Units that shall be settled by the issuance and delivery of shares of Common Stock (“Shares”). The Grant has been made under the Plan by the Committee. The name of “Participant,” the “Grant Date,” the number of Stock Units granted, the “Performance Period,” the “Earnings Threshold,” “Earnings Target,” and “Earnings Maximum,” and the “Operating Cash Flow Threshold,” “Operating Cash Flow Target” and “Operating Cash Flow Maximum” 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. As used herein, “Stock Units” refers to Stock Units included in this Grant, and not to other stock units that may have been or may be granted. If Participant has the title of Vice President or a more senior title, this Grant will be void unless Participant executes and delivers to Parent those certain Non-Competition and Confidentiality Covenants in the form approved by the Committee within 180 days after the Grant Date.


2.	Performance Vesting.

(a)

Maturity Date. Unless otherwise provided in section 5 or 6 below, the Performance Portion of the Stock Units will vest three business days following the public release of Parent’s audited, consolidated financial statements for the last fiscal year in the Performance Period (the “Maturity Date”). In the event that any provision of this document would otherwise result in the issuance of a fractional Share, Parent will not be obligated to issue such fractional Share.


(b)	Performance Portion. 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):


(i)	The Performance Portion shall be 0% of the Stock Units if neither the Earnings Threshold nor the Operating Cash Flow Threshold is attained over the Performance Period.


(ii)	Subject to reduction pursuant to subsection (iii) below, if the Earnings Threshold or the Operating Cash Flow Threshold has been attained over the Performance Period, the Performance Portion shall be 100% of the Stock Units.

(iii) If the Earnings Threshold or the Operating Cash Flow Threshold has been attained over the Performance Period the Committee shall, in its sole discretion, have the right to reduce the Performance Portion to 0% of the Stock Units or any percentage of the Stock Units less than 100%. The Committee may exercise such discretion on any date that occurs following the close of the Performance Period and prior to the Maturity Date. The Committee has provided guidance to Participant with respect to factors, including the Earnings Target, the Earnings Maximum, the Operating Cash Flow Target and the

Operating Cash Flow Maximum, that the Committee intends to apply in effecting such a reduction, but shall not be limited in its discretion.


(c)	Performance Goals.


(i)	“Earnings” means Parent’s consolidated earnings per share on a diluted basis, as reported in Parent’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.

(ii)

“Operating Cash Flow” means Parent’s consolidated operating cash flow, as reported in Parent’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 Operating Cash Flow Threshold, Operating Cash Flow Target and Operating Cash Flow Maximum are set out in the Notice of Grant as functions of Operating Cash Flow, as so defined.

(iii)

Earnings and Operating Cash Flow are each a “Performance Goal.” In determining whether any Performance Goal 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, (v) unusual or infrequently occurring items as described in said Annual Report for the applicable year, (vi) acquisitions or divestitures, (vii) any other specific unusual or nonrecurring events, or objectively determinable category thereto, (viii) foreign exchange gains and losses, and (ix) a change in Parent’s fiscal year.

3. Settlement.

(a)

Following the Maturity Date, the Settlement Value will be issued and delivered in Shares, and any fractional Dividend Equivalent Units credited on vested Stock Units will be settled by the delivery of cash. In each case, delivery will be made 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, to Participant or an Approved Broker for the account of Participant.

(b)

“Settlement Value” means the number of Shares equal to the number of vested Stock Units, plus the number of whole Dividend Equivalent Units credited on such vested Stock Units pursuant to Section 4. The Settlement Value shall be subject to further 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 references to Settlement Values as so adjusted.

(c) Until a Share is issued and delivered it shall not be registered in the name of Participant. Shares that have not been issued and delivered shall be represented by Stock Units.

Tiffany & Co. 2014 Employee Incentive Plan - Performance-Based Restricted Stock Unit Grant, January 19, 2017


(d)	In all circumstances, a Stock Unit that fails to vest on or before the Maturity Date shall be null and void and shall not confer upon Participant any rights, including any right to any Share.

4. Dividend Equivalent Units; Interest. Interest shall not accrue on, or be payable with respect to, any Stock Unit. Participant will be credited with dividend equivalents on Stock Units in the following manner: on any date (a “Dividend Date”) Parent pays an ordinary cash dividend on the Common Stock, and provided the Grant Date is on or prior to the record date for such dividend, Participant will be credited with “Dividend Equivalent Units” in an amount equal to: (i) the product of (A) the number of Stock Units granted hereunder plus any whole Dividend Equivalent Units previously credited on such Stock Units under this Section 4, and (B) the per share cash dividend paid on the Dividend Date, divided by (ii) the simple arithmetic mean of the high and low sale price of Common Stock on the New York Stock Exchange on the Dividend Date. For the avoidance of doubt, no dividends or cash in respect of Dividend Equivalent Units will be delivered until the vesting and settlement, if any, of the underlying Stock Units.

5. Effect of Termination of Employment .

(a) Generally. In the event that Participant’s Termination Date occurs prior to the Maturity Date, no Stock Units shall vest and the Grant shall be null and void, except to the extent provided below.

(b) Termination due to death or Disability. If Participant’s Termination Date occurs by reason of death or Disability, the Stock Units will vest as follows:


(i)	If the Termination Date occurs within or following the last fiscal year of the Performance Period (but prior to the Maturity Date), Stock Units shall vest as provided in Section 2 (subject to all of the terms and conditions thereof, including without limitation the Committee’s discretion in Section 2(b)(iii)), as though Participant’s Termination Date had not occurred before the Maturity Date.


(ii)	If the Termination Date occurs within the second fiscal year of the Performance Period, 34% of Stock Units shall vest on the Termination Date.


(iii)	If the Termination Date occurs within the first fiscal year of the Performance Period, 17% of Stock Units shall vest on the Termination Date.

(c)

Termination due to Retirement . If Participant’s Termination Date occurs by reason of Retirement, and the Grant Date was at least six months prior to such Termination Date, then the Stock Units shall vest as provided in Section 2 (subject to all of the terms and conditions thereof, including without limitation the Committee’s discretion in Section 2(b)(iii)), as though Participant’s Termination Date had not occurred before the Maturity Date.

(d)

Termination due to Eligible Termination. If Participant’s Termination Date occurs by reason of Eligible Termination, and the Grant Date was at least six months prior to such Termination Date, then the Stock Units shall vest as provided in Section 2 (subject to all of the terms and conditions thereof, including without limitation the Committee’s discretion in Section 2(b)(iii)), as though Participant’s Termination Date had not occurred before the Maturity Date.


(e)	Involuntary termination without Cause. If Participant’s Termination Date occurs at Employer’s initiative but is not for Cause, the Committee reserves the right to vest the Stock Units as follows,

Tiffany & Co. 2014 Employee Incentive Plan - Performance-Based Restricted Stock Unit Grant, January 19, 2017

but may condition such vesting upon Participant’s release of Parent and its affiliates from all claims, Participant’s agreement to reasonable non-competition, non-solicitation and confidentiality covenants, or both:


(i)	If the Termination Date occurs following the last fiscal year of the Performance Period but prior to the Maturity Date, the percentage of the Stock Units the Committee may elect to vest will be based on Parent’s cumulative performance during the Performance Period.

(ii)

If the Termination Date occurs within the last fiscal year of the Performance Period, the percentage of the Stock Units the Committee may elect to vest will be based on Parent’s cumulative performance during the first and second fiscal year of the Performance Period, as compared to the Performance Goals set out in the Notice of Grant; provided that such Performance Goals shall be pro-rated for the cumulative two-year period (66.67%), and applied in a manner consistent with the guidance provided by the Committee as referenced in Section 2 above.

(iii)

If the Termination Date occurs in the second fiscal year of the Performance Period, the percentage of the Stock Units the Committee may elect to vest will be based on Parent’s performance during the first fiscal year of the Performance Period, as compared to the Performance Goals set out in the Notice of Grant; provided that such Performance Goals shall be pro-rated for the one-year period (33.33%), and applied in a manner consistent with the guidance provided by the Committee as referenced in Section 2 above.

(iv) If the Termination Date occurs in the first fiscal year of the Performance Period, no Stock Units will vest.


(f)	In the event that any portion of the Stock Units vest pursuant to this Section, delivery as described in Section 3 shall take place within 30 days after vesting. For the avoidance of doubt, no Stock Units shall vest if Participant’s Termination Date occurs before the start of the Performance Period.

6 . Effect of Change in Control on Vesting .


(a)	All Stock Units shall vest upon a Change in Control that is a Terminating Transaction unless the date such Change in Control occurs is before the start of the Performance Period, in which case none of the Stock Units shall vest.


(b)	In the event of a Change in Control that is not a Terminating Transaction, Stock Units will convert to “Time-Based Restricted Stock Units” as follows:


(i)	If the Change in Control occurs in the first or second fiscal year of the Performance Period, then 55% of Stock Units shall convert to Time-Based Restricted Stock Units.

(ii)

If the Change in Control occurs within or following the last fiscal year of the Performance Period, the percentage of the Target award number of Stock Units to convert to Time-Based Restricted Stock Units will be based on Parent’s cumulative performance during the first and second fiscal year of the Performance Period, as compared to the Performance Goals expressed in the Notice of Grant; provided that such Performance Goals shall be pro-rated for the cumulative two-year period (66.67%), and applied in a manner consistent with the guidance provided by the Committee as referenced in Section 2 above.

Tiffany & Co. 2014 Employee Incentive Plan - Performance-Based Restricted Stock Unit Grant, January 19, 2017

(c)

The vesting of the Time-Based Restricted Stock Units converted as described above will occur upon the earliest of the following events: (i) Participant’s Involuntary Termination, (ii) Participant’s Termination Date due to death or Disability, (iii) Participant’s Retirement or (iv) the Maturity Date. If Participant’s Termination Date prior occurs for any other reason prior to the time the Time-Based Restricted Stock Units vest, such Units will expire and be null and void.


(d)	In the event of vesting pursuant to this Section 6, delivery as described in Section 3 shall take place within 30 days after vesting.


(e)	For the avoidance of doubt, no conversion or vesting will occur pursuant to Sections 6(b) or 6(c) if the date of the applicable Change in Control is before the start of the Performance Period.

7. Withholding for Taxes. All distributions of Shares shall be subject to withholding of all applicable taxes as computed by Employer, and Participant shall make arrangements satisfactory to Parent to provide Parent (or any Affiliate) with funds necessary for such withholding before the Shares are delivered. Without limitation to Parent’s right to establish other arrangements, Parent may: (i) designate an Approved Broker to establish trading accounts for Participants; (ii) deliver Shares to such an account; (iii) provide such Approved Broker information concerning the applicable tax withholding rates for Participant; (iv) cause such Approved Broker to sell, on behalf of Participant, sufficient Shares to cover Parent’s tax withholding obligations with respect to any delivery of Shares to Participant (a “Covering Sale”); and (v) cause such Approved Broker to remit funds resulting from a Covering Sale to Parent or Employer. As a condition to distribution Parent may require Participant to provide such Approved Broker with such signed applications, authorizations, powers and other documents necessary to accomplish the foregoing. Participant may, by written notice to Parent addressed to Parent’s Corporate Secretary, and given no less than ten (10) business days before the Maturity Date or other applicable vesting date, elect to avoid a Covering Sale by delivering with such notice a bank-certified check payable to Parent (or other type of check or draft payable to Parent and acceptable to its Corporate Secretary in the estimated amount of any such withholding required, such estimate to be provided by 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 other than by will or the laws of descent and distribution, and shall not otherwise be transferred, assigned, pledged, hypothecated or disposed of in any way, whether by operation of law or otherwise, nor shall they be subject to execution, attachment or similar process. Upon any attempt to transfer the Stock Units other than as permitted herein or to assign, pledge, hypothecate or dispose of the Stock Units other 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, capitalized terms shall have the meanings provided herein or 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, 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 Parent’s assets and business. Participant may designate a beneficiary of his/her rights under the Grant by filing written notice with the Corporate Secretary of Parent. In the event of Participant’s death prior to settlement, delivery of any vested amounts pursuant to Section 3

Tiffany & Co. 2014 Employee Incentive Plan - Performance-Based Restricted Stock Unit Grant, January 19, 2017

shall be made to such beneficiary or, if Participant fails to designate a beneficiary or the designated beneficiary dies before Participant, to 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. Compliance with Restrictive Covenants . Notwithstanding any other provision in these terms to the contrary, no Stock Units will vest pursuant to Section 5 if the Committee determines that Participant has materially breached the terms and conditions of any applicable confidentiality, non-competition, non-solicitation or other restrictive covenants on or prior to the Maturity Date or other applicable vesting date of such Stock Units.

13. Clawback Provisions . Notwithstanding any other provisions in these terms to the contrary, Shares which have been issued and delivered to or for Participant’s account pursuant to the vesting of a Stock Unit 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 Parent, 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.

14. Plan Governs . Notwithstanding anything in this document to the contrary, the terms of the Grant shall be subject to the terms of the Plan, a copy of which has been provided to Participant.

15. Securities Matters . All Shares shall be subject to the restrictions on sale, encumbrance and other disposition provided by federal or state law. Parent shall not be obligated to sell or issue any Shares pursuant to this document unless, on the date of sale and issuance thereof, such Shares are either registered under the Securities Act, and all applicable state securities laws, or are exempt from registration thereunder. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, Parent at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of Parent, such restrictions are necessary in order to achieve compliance with the Securities Act or the securities laws of any state or any other law.

17. No Guarantee of Continued Employment or Service. This document, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued employment or other service for the vesting period or for any other period, and shall not interfere with Participant’s right or the right of the Employer, Parent or any Affiliate to terminate the employment or service relationship at any time, with or without cause, subject to the terms of any written

Tiffany & Co. 2014 Employee Incentive Plan - Performance-Based Restricted Stock Unit Grant, January 19, 2017

employment agreement (including any offer letter) between Participant and Employer, Parent or any Affiliate.

20. Section 409A. Notwithstanding anything herein to the contrary, any benefits and payments provided hereunder 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, and unless Parent 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 hereunder comply with or satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A. However, if Parent determines that these payments constitute deferred compensation and Participant is, on the termination of his service, a Specified Employee of Employer, 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. In no event shall Parent, Employer, or any Affiliate have any liability or obligation with respect to taxes, penalties, interest or other expenses for which Participant may become liable as a result of the application of Code Section 409A.

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 document shall be interpreted to be exempt from or in compliance with Code Section 409A. To the extent that any provision under this document is ambiguous as to its compliance with Code Section 409A, the provision shall be interpreted in a manner so that no amount payable to Participant shall be subject to an “additional tax” within the meaning of Code Section 409A. For purposes of Code Section 409A, each payment provided under this document shall be treated as a separate payment. Notwithstanding any other provision of this document, payments provided under this document may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption.

In addition to the provisions regarding Code Section 409A set forth above, the following shall apply:

Tiffany & Co. 2014 Employee Incentive Plan - Performance-Based Restricted Stock Unit Grant, January 19, 2017

consulting with Participant, 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 Participant and Parent without violating the provisions of Code Section 409A.

Tiffany & Co. 2014 Employee Incentive Plan - Performance-Based Restricted Stock Unit Grant, January 19, 2017

Appendix I -- Definitions

“Affiliate” shall mean any Person that controls, is controlled by or is under common control with, any other Person, directly or indirectly.

“Approved Broker” means one or more securities brokerage or financial services firms designated by Parent from time to time.

“Cause” shall mean a termination of employment which is the result of:


(i)	Participant’s conviction or plea of guilty or nolo contendere to a felony or any other crime involving financial impropriety or moral turpitude which would tend to subject Parent or any Affiliate of Parent to public criticism or to materially interfere with Participant’s continued employment;


(ii)	Participant's willful and material violation of (A) Parent’s Business Conduct Policy - Worldwide or (B) if applicable, Parent’s Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Company, in each case as such policy may be amended from time to time;

(iii)


(iv)	Participant’s gross negligence in the performance of Participant’s duties and responsibilities that is materially injurious to Parent or any Affiliate of Parent;


(v)	Participant’s willful breach of any material obligation that Participant has to Parent or any Affiliate of Parent under any written agreement with Parent or such Affiliate;


(vi)	Participant's fraud, dishonesty, or theft with regard to Parent or any Affiliate of Parent; and


(vii)	Participant’s failure to reasonably cooperate in any investigation of alleged misconduct by Participant, or by any other employee of Parent or any Affiliate of Parent.

Tiffany & Co. 2014 Employee Incentive Plan - Performance-Based Restricted Stock Unit Grant, January 19, 2017

“Change in Control” shall mean the occurrence of any of the following:

(i)

(ii)

(iii)

(iv)

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

“Committee” means the Compensation Committee of the Parent Board and/or the Stock Option Subcommittee thereof.

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

Tiffany & Co. 2014 Employee Incentive Plan - Performance-Based Restricted Stock Unit Grant, January 19, 2017

Disability unless Participant fails to return to full-time performance of Participant’s duties with Employer within thirty (30) days after Employer delivers a written notice to Participant advising Participant of the impending termination of his or her employment due to Disability.

“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.

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

“Good Reason” means any one or more of the following actions taken without Participant’s consent:


(i)	a material adverse change in Participant’s duties, authority, responsibilities or reporting responsibility;


(ii)	a failure of any successor to Employer or Parent (whether direct or indirect and whether by merger, acquisition, consolidation, asset sale or otherwise) to assume in writing any obligations arising out of any agreement between Employer or Parent and Participant;

(iii)


(iv)	Parent’s failure to comply with the terms of any equity award granted to or required by contract to be granted to Participant; or

(v)

Tiffany & Co. 2014 Employee Incentive Plan - Performance-Based Restricted Stock Unit Grant, January 19, 2017

such event or condition within such 30-day period (or any longer period agreed upon in writing by Participant and Employer), such event or condition shall not constitute Good Reason hereunder. If Employer fails to cure such event or condition, Participant’s termination for Good Reason shall be effective immediately following the end of such 30-day cure period (or any such longer period agreed upon in writing by Participant and Employer).

“Incumbent Board” shall have the meaning provided in sub-section (ii) of the definition entitled “Change in Control.”

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

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

“Separation from Service” means a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h).

“Share” means a share of Common Stock.

“Specified Employee” means a “specified employee” as defined in Code Section 409A(a)(2)(B)(i).

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


(i)	the dissolution or liquidation of Tiffany & Co.;


(ii)	a reorganization, merger or consolidation of Tiffany & Co. with one or more Persons as a result of which Tiffany & Co. goes out of existence or becomes a subsidiary of another Person; or

Tiffany & Co. 2014 Employee Incentive Plan - Performance-Based Restricted Stock Unit Grant, January 19, 2017


(iii)	upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of Tiffany & Co. by another Person;

“Tiffany & Co.” shall mean Tiffany & Co., a Delaware corporation.

Tiffany & Co. 2014 Employee Incentive Plan - Performance-Based Restricted Stock Unit Grant, January 19, 2017

Exhibit 10.29p

RESTRICTED STOCK UNIT GRANT TERMS

Effective January 19, 2017

TIFFANY & CO.

a Delaware Corporation

(the “ Parent ”)

TERMS OF RESTRICTED STOCK UNIT GRANT

(Non-Transferable)

under the

2014 EMPLOYEE INCENTIVE PLAN

(the “ Plan ”)

Terms Effective January 19, 2017

1. Introduction and Terms of Grant . Participant has been granted (the “Grant”) restricted stock units (“Stock Units”) that shall be settled by the issuance and delivery of shares of Common Stock (“Shares”). The Grant has been made under the Plan by 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 Participant has the title of Vice President or a more senior title, this Grant will be void unless Participant executes and delivers to Parent those certain Non-Competition and Confidentiality Covenants in the form approved by the Committee within 180 days after the Grant Date. As used herein, “Stock Units” refers to Stock Units included in this Grant, and not to other stock units that may have been or may be granted.

2. Maturity Dates - Vesting in Installments. Unless otherwise provided in Section 5, the Stock Units granted hereunder will vest in one or more installments (each, an “Installment”) on a single date or series of dates (each, a “Maturity Date”) according to the schedule set forth in the Notice of Grant. In the event such schedule would result in an Installment that includes a fractional Stock Unit, such fractional Unit will not vest on the relevant Maturity Date, but will vest on a subsequent Maturity Date if, when added to other fractional Stock Units that would otherwise vest, such vesting would result in the vesting of a whole Stock Unit. If the application of the foregoing sentence fails to result in the eventual vesting of a full Stock Unit, any fractional Stock Units will be deemed to have expired, and Parent shall not be obligated to issue Shares or cash, or have any other obligation, concerning such fractional Units.

3. Settlement.

(a) Upon the vesting of any Installment, the Settlement Value of the Installment will be issued and delivered in Shares to or for the account of Participant, and any fractional Dividend Equivalent Units credited on such Installment will be settled by the delivery of cash. In each case, delivery will be made within thirty (30) days following the vesting date to Participant or an Approved Broker for the account of Participant.

(b) With respect to any Installment, “Settlement Value” means the number of Shares equal to the number of Stock Units included in such Installment, plus the number of whole Dividend Equivalent Units credited on such Installment pursuant to Section 4. The Settlement Value shall be subject to further 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 references to Settlement Values as so adjusted.

(c) Until a Share is issued and delivered it shall not be registered in the name of Participant. Shares that have not been issued and delivered shall be represented by Stock Units.


(d)	In all circumstances, a Stock Unit that fails to vest on or before the Maturity Date shall be null and void and shall not confer upon Participant any rights, including any right to any Share.

4. Dividend Equivalent Units; Interest. Interest shall not accrue on, or be payable with respect to, any Stock Unit. Participant will be credited with dividend equivalents on Stock Units in the following manner: on any date (a “Dividend Date”) Parent pays an ordinary cash dividend on Common Stock, and provided the Grant Date is on or prior to the record date for such dividend, for each Installment of Stock Units included in this Grant, Participant will be credited with “Dividend Equivalent Units” in an amount equal to: (i) the product of (A) the number of outstanding Stock Units included in the Installment plus any whole Dividend Equivalent Units previously credited on such outstanding Stock Units under this Section 4, and (B) the per share cash dividend paid on the Dividend Date, divided by (ii) the simple arithmetic mean of the high and low sale price of Common Stock on the New York Stock Exchange on the Dividend Date. For the avoidance of doubt, no dividends or cash in respect of Dividend Equivalent Units will be delivered until the vesting and settlement, if any, of the underlying Stock Units.

5. Effect of Termination of Employment or Change in Control .


(a)	Generally. Upon Participant’s Termination Date, any unvested Stock Units shall be deemed to have “expired,” unless otherwise provided below. An expired Stock Unit shall be void and shall not confer rights to Shares or Dividend Equivalent Units or any other rights.


(b)	Termination due to death or Disability. If Participant’s Termination Date occurs by reason of death or Disability, all unvested, unexpired Installments will vest on the Termination Date.


(c)	Effect of Change in Control . Upon the earlier of (i) the date of any Change in Control, if such Change in Control effects a Terminating Transaction, or (ii) Participant’s Involuntary Termination, all unvested, unexpired Installments shall vest.

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

Tiffany & Co. 2014 Employee Incentive Plan

Restricted Stock Unit Grant Terms, January 19, 2017

Page 2

7. Transferability . The Stock Units are not transferable other than by will or the laws of descent and distribution, and shall not otherwise be transferred, assigned, pledged, hypothecated or disposed of in any way, whether by operation of law or otherwise, nor shall they be subject to execution, attachment or similar process. Upon any attempt to transfer the Stock Units other than as permitted herein or to assign, pledge, hypothecate or dispose of the Stock Units other 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.

8. Definitions . For the purposes of the Grant, capitalized terms shall have the meanings provided herein or 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.

9. Heirs and Successors . The terms of the Grant shall be binding upon, and inure to the benefit of, 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 Parent’s assets and business. Participant may designate a beneficiary of his/her rights under the Grant by filing written notice with the Corporate Secretary of Parent. In the event of Participant’s death prior to settlement, delivery of any vested amounts pursuant to Section 3 shall be made to such beneficiary or, if Participant fails to designate a beneficiary or the designated beneficiary dies before Participant, to Participant’s estate.

10. 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.

11. Plan Governs . Notwithstanding anything in this document to the contrary, the terms of the Grant shall be subject to the terms of the Plan, a copy of which has been provided to Participant.

12. Securities Matters . All Shares shall be subject to the restrictions on sale, encumbrance and other disposition provided by federal or state law. Parent shall not be obligated to sell or issue any Shares pursuant to this document unless, on the date of sale and issuance thereof, such Shares are either registered under the Securities Act, and all applicable state securities laws, or are exempt from registration thereunder. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities Act, or have been registered or qualified under the securities laws of any state, Parent at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of Parent, such restrictions are necessary in order to achieve compliance with the Securities Act or the securities laws of any state or any other law.

13. Investment Purpose . Unless the Shares are registered under the Securities Act, any and all Shares acquired by Participant under this document will be acquired for investment for Participant’s own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such Shares within the meaning of the Securities Act. Participant shall not sell, transfer or otherwise dispose of such Shares unless they are either (i) registered under the Securities Act and all applicable state securities laws, or (ii) exempt from such registration in the opinion of Parent’s counsel.

14. No Guarantee of Continued Employment or Service. This document, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued employment or other service for the vesting period or for any other period, and shall not interfere with Participant’s right or the right of the Employer, Parent or any Affiliate to terminate the

Tiffany & Co. 2014 Employee Incentive Plan

Restricted Stock Unit Grant Terms, January 19, 2017

Page 3

employment or service relationship at any time, with or without cause, subject to the terms of any written employment agreement (including any offer letter) between Participant and the Employer, Parent or any Affiliate.

15. Entire Document; Governing Law . The Plan and this document constitute the entire terms with respect to the subject matter hereof and supersede in their entirety all prior undertakings of Employer, Parent or any Affiliate. In the event of any conflict between this document and the Plan, the Plan shall be controlling, except as otherwise specifically provided in the Plan. This document shall be construed under the laws of the State of New York, without regard to conflict of laws principles.

16. Opportunity for Review . Participant has reviewed the Plan and this document in their entirety, has had an opportunity to obtain the advice of counsel and fully understands all provisions of the Plan and this document. All decisions or interpretations of the Committee upon any questions relating to the Plan and this document shall be binding, conclusive and final.

17. Section 409A. Notwithstanding anything herein to the contrary, any benefits and payments provided hereunder 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, and unless Parent 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 hereunder comply with or satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A. However, if Parent determines that these payments constitute deferred compensation and Participant is, on the termination of his service, a Specified Employee of Employer, 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.

In no event shall Parent, Employer, or any Affiliate have any liability or obligation with respect to taxes, penalties, interest or other expenses for which Participant may become liable as a result of the application of Code Section 409A. 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 document shall be interpreted to be exempt from or in compliance with Code Section 409A. To the extent that any provision under this document is ambiguous as to its compliance with Code Section 409A, the provision shall be interpreted in a manner so that no amount payable to Participant shall be subject to an “additional tax” within the meaning of Code Section 409A. For purposes of Code Section 409A, each payment provided under this document shall be treated as a separate payment. Notwithstanding any other provision of this document, payments provided under this document may only be made upon an event and in a manner that complies with Code Section 409A or an applicable exemption.

In addition to the provisions regarding Code Section 409A set forth above, the following shall apply:

Tiffany & Co. 2014 Employee Incentive Plan

Restricted Stock Unit Grant Terms, January 19, 2017

Page 4

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 Participant and Parent without violating the provisions of Code Section 409A.

Tiffany & Co. 2014 Employee Incentive Plan

Restricted Stock Unit Grant Terms, January 19, 2017

Page 5

Appendix I - Definitions

“Affiliate” shall mean any Person that controls, is controlled by or is under common control with, any other Person, directly or indirectly.

“Approved Broker” means one or more securities brokerage or financial services firms designated by Parent from time to time.

“Cause” shall mean a termination of employment which is the result of:


(i)	Participant’s conviction or plea of guilty or nolo contendere to a felony or any other crime involving financial impropriety or moral turpitude which would tend to subject Parent or any Affiliate of Parent to public criticism or to materially interfere with Participant’s continued employment;


(ii)	Participant's willful and material violation of (A) Parent’s Business Conduct Policy - Worldwide or (B) if applicable, Parent’s Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Company, in each case as such policy may be amended from time to time;

(iii)


(iv)	Participant’s gross negligence in the performance of Participant’s duties and responsibilities that is materially injurious to Parent or any Affiliate of Parent;


(v)	Participant’s willful breach of any material obligation that Participant has to Parent or any Affiliate of Parent under any written agreement with Parent or such Affiliate;


(vi)	Participant's fraud, dishonesty, or theft with regard to Parent or any Affiliate of Parent; and


(vii)	Participant’s failure to reasonably cooperate in any investigation of alleged misconduct by Participant, or by any other employee of Parent or any Affiliate of Parent.

“Change in Control” shall mean the occurrence of any of the following:


(i)	Any Person or group (as defined in Rule 13d-5 under the Exchange Act) of Persons (excluding (i) Parent or any of its Affiliates, (ii) a trustee or any fiduciary holding securities under an employee benefit plan of Parent or any of its Affiliates, (iii) an

Tiffany & Co. 2014 Employee Incentive Plan

Restricted Stock Unit Grant Terms, January 19, 2017

Page 6

(ii)

(iii)

(iv)

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

“Committee” means the Compensation Committee of the Parent Board and/or the Stock Option Subcommittee thereof.

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

Tiffany & Co. 2014 Employee Incentive Plan

Restricted Stock Unit Grant Terms, January 19, 2017

Page 7

“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.

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

“Good Reason” means any one or more of the following actions taken without Participant’s consent:


(i)	a material adverse change in Participant’s duties, authority, responsibilities or reporting responsibility;


(ii)	a failure of any successor to Employer or Parent (whether direct or indirect and whether by merger, acquisition, consolidation, asset sale or otherwise) to assume in writing any obligations arising out of any agreement between Employer or Parent and Participant;

(iii)


(iv)	Parent’s failure to comply with the terms of any equity award granted to or required by contract to be granted to Participant; or

(v)

“Incumbent Board” shall have the meaning provided in sub-section (ii) of the definition entitled “Change in Control.”

Tiffany & Co. 2014 Employee Incentive Plan

Restricted Stock Unit Grant Terms, January 19, 2017

Page 8

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

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

“Separation from Service” means a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h).

“Share” means a share of Common Stock.

“Specified Employee” means a “specified employee” as defined in Code Section 409A(a)(2)(B)(i).

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


(i)	the dissolution or liquidation of Tiffany & Co.;


(ii)	a reorganization, merger or consolidation of Tiffany & Co. with one or more Persons as a result of which Tiffany & Co. goes out of existence or becomes a subsidiary of another Person; or


(iii)	upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of Tiffany & Co. by another Person;

“Tiffany & Co.” shall mean Tiffany & Co., a Delaware corporation.

Tiffany & Co. 2014 Employee Incentive Plan

Restricted Stock Unit Grant Terms, January 19, 2017

Page 9