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 (Date of earliest event reported): March 14, 2012

 

 

FOSSIL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-19848   75-2018505

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

901 S. Central Expressway

Richardson, Texas

  75080
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (972) 234-2525

(Former name or former address, if changed since last report)

 

 

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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The compensation committee of the board of directors of Fossil, Inc. (the “Company”) has approved a form of Executive Retirement Agreement (the “Agreement”) to be entered into with one or more named executive officers of the Company (each an “Executive”). Pursuant to the Agreement, following the Executive’s retirement at a minimum of age 55 and 10 years of service with the Company (“Retirement”), (i) the Executive’s outstanding equity awards will continue to vest in accordance with their respective vesting schedules for 12 months following Retirement; (ii) all stock appreciation rights (“SARs”) vested upon Retirement, or during the 12 months following Retirement, will remain exercisable for the 12 months following Retirement or 90 days after vesting, whichever is later. The foregoing vesting and exercise provisions will apply to all equity awards outstanding on the date of the Agreement and to all future equity awards granted to such Executive.

The Agreement contains non-competition and non-solicitation provisions pursuant to which the Executive will be prohibited from competing with, or soliciting clients, manufacturers or suppliers of, the Company and from soliciting the Company’s employees or independent contractors for 12 months following such Executive’s Retirement. In addition, the Agreement contains a clawback provision pursuant to which an Executive’s compensation will be subject to recovery by the Company if, in the year such compensation is paid or within the three year period thereafter, (i) the Company is required to prepare an accounting restatement due to material noncompliance by the Company or an affiliate with any financial reporting requirement under applicable securities laws and during such three year period the Executive was either a named executive officer of the Company or an employee of the Company who was responsible for the preparation of the Company’s financial statements, or (ii) the Company is required by applicable law to require repayment by the Executive of such compensation.

In connection with the Agreement, the compensation committee also approved new forms of award agreements for restricted stock units (“RSUs”) and SARs under the Company’s 2008 Long-Term Incentive Plan. The newly approved forms of agreements for RSUs and SARs are substantially similar to the forms of award agreements previously approved by the compensation committee and disclosed by the Company with the exception of the additional vesting and exercise provisions provided by the Agreement. The additional vesting and exercise provisions in the forms of RSU and SAR award agreements provide that all outstanding RSU and SAR awards, respectively, will continue to vest in accordance with their respective vesting schedules for 12 months following Retirement. In addition, the form of SAR award agreement provides that all SARs vested upon Retirement, or vesting during the 12 months following Retirement, will remain exercisable until the later of (i) 12 months following Retirement or (ii) 90 days after vesting.

The foregoing summary is qualified in its entirety by reference to the forms the Agreement, RSU award agreement and SAR award agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

 

10.1 Form of Executive Retirement Agreement

 

10.2 Form of Restricted Stock Unit Award under the Fossil, Inc. 2008 Long-Term Incentive Plan

 

10.3 Form of Stock Appreciation Rights Award under the Fossil, Inc. 2008 Long-Term Incentive Plan


SIGNATURES

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 hereunto duly authorized.

Date: March 14, 2012

 

FOSSIL, INC.
By:   /s/ Mike L. Kovar
  Mike L. Kovar
  Executive Vice President and
  Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.    Description
10.1    Form of Executive Retirement Agreement
10.2    Form of Restricted Stock Unit Award under the Fossil, Inc. 2008 Long-Term Incentive Plan
10.3    Form of Stock Appreciation Rights Award under the Fossil, Inc. 2008 Long-Term Incentive Plan

Exhibit 10.1

EXECUTIVE RETIREMENT AGREEMENT

This Executive Retirement Agreement (the “Agreement”), made this         day of March, 2012 (the “Effective Date”), is by and between Fossil Partners, L.P., a Texas limited partnership (the “Company”), and [name], a resident of [city], Texas (the “Executive”) (the signatories to this Agreement will be referred to jointly as the “Parties”).

WHEREAS, the Company desires that Executive receive certain benefits in exchange for entering into this Agreement; and

WHEREAS, both the Company and Executive have read and understood the terms and provisions set forth in this Agreement, and have been afforded a reasonable opportunity to review this Agreement with their respective advisors;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, Executive and the Company agree as follows:

1. DEFINITIONS .

a. Retirement . The Executive shall be eligible for Retirement when he or she reaches a combination of age and years of service with the Company equal to sixty-five (65) (with a minimum age of fifty-five (55) plus a minimum of ten (10) years service with the Company). Provided the foregoing is met and the Executive gives Notice as set forth in 1(b), retirement hereunder shall be the date upon which the Executive is no longer an employee of the Company. Any prior consecutive years of service by Executive with any company that is an affiliate, subsidiary or partner of the Company (an “Affiliate(s)”) shall be included when calculating the years of service requirement hereunder provided such employment is uninterrupted and is followed directly thereafter with employment with the Company.

b. Notice . Executive must provide at least six months advance written notice of Retirement (unless Retirement is at request of Company) to the Secretary of Fossil, Inc.

2. DUTIES . The Company hereby agrees to employ Executive and Executive shall have the title of [title] for Fossil, Inc. The specific position and duties assigned to Executive may be changed or modified at any time by the Company, in its sole discretion. Executive will work diligently to perform his or her assigned duties in a reasonable, timely, and professional manner, and will comply with all applicable policies and rules of the Company.


3. AT WILL EMPLOYMENT . At all times during his or her employment with the Company, Executive’s employment will be considered at-will. Nothing in this Agreement shall be construed as a guarantee of present or future employment with the Company.

4. COMPENSATION . During the term of this Agreement, the Company will provide Executive with compensation and benefits, subject to adjustment at any time at the Company’s discretion. Compensation will be paid in accordance with the Company’s payroll policies and practices, which may be adjusted at any time at the Company’s discretion.

5. NON-DISCLOSURE AND CONFIDENTIALITY .

a. Executive acknowledges that, by the nature of his or her duties and in order for Executive to perform his or her duties, the Company and Affiliates will disclose to Executive, and Executive will have access to, confidential, proprietary, and highly sensitive information relating to the Company and Affiliates and which is a competitive asset of the Company and Affiliates and which Executive did not have prior knowledge of, including, without limitation, information pertaining to: (i) the identities of existing and prospective customers or clients, including names, addresses, contact persons, and pricing information; (ii) current, pending, and prospective contracts and business relationships; (iii) business information pertaining to existing and prospective customers or clients; (iv) product and systems specifications, concepts for new or improved products, and other product or systems data; (v) the identities of and special skills possessed by the Company, Affiliates and/or the Company’s or Affiliates’ Executives; (vi) customer or client lists developed and/or purchased by the Company or Affiliates; (vii) training programs developed by the Company or Affiliates; (viii) pricing studies, information, and analyses; (ix) current and prospective products, product designs, inventions, services, and or systems; (x) financial models, business projections and market studies; (xi) the Company’s and Affiliates’ financial results and business conditions, including, without limitation, marketing and business plans and strategies; (xii) special processes, procedures, and services of the Company and Affiliates; (xiii) computer programs, technology, and software developed by the Company, Affiliates and/or their consultants; and (xiv) any and all information regarding the salary, pay scale, capabilities, experiences and desires of the Company’s employees and independent contractors The confidential, proprietary, and highly sensitive information described in this Section 5(a) above is hereinafter referred to as “Proprietary Information.”

b. Executive recognizes and agrees that the unauthorized disclosure of Proprietary Information could place the Company and Affiliates at a competitive disadvantage. Consequently, Executive agrees not: (i) to use, at any time, any Proprietary Information for his or her own benefit and for the benefit of another; or (ii) to disclose, directly or indirectly, any Proprietary Information to any person who is not a current Executive or authorized Employee of the Company or an Affiliate, except in the performance of the duties assigned to Executive in this Agreement, at any time prior or subsequent to the Executive’s Retirement. Executive further acknowledges and agrees not to make copies of any Proprietary Information, except in the performance of the duties assigned to him or her in this Agreement.

 

2


c. Executive’s obligations under this section shall survive Executive’s employment with the Company. Executive’s obligations under this section are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he or she may have to the Company or Affiliates under general legal or equitable principles or under other Company or Affiliate policies.

6. RETIREMENT BENEFITS: Provided Executive complies with all the terms and conditions set forth herein, Executive shall be eligible to receive special treatment of certain of his or her outstanding equity awards under the Fossil, Inc. 2008 Long-Term Incentive Plan (or any successor plan thereto) upon Retirement, subject to the terms and conditions of the respective award agreements. The terms of this paragraph shall apply to all outstanding equity awards and all future equity awards.

a. Outstanding Equity Awards . Any outstanding equity awards will continue to vest in accordance with their respective vesting schedules for the twelve (12) months following Retirement. Specifically, Executive shall vest in all equity tranches scheduled to vest during the twelve (12) months following Retirement.

b. Vested Stock Appreciation Rights . All vested Stock Appreciation Rights (or any other awards that require exercise) vested upon Retirement or vesting in accordance with Section 6a. above shall remain exercisable for the twelve (12) months following the date of Retirement or 90 ninety days after vesting, whichever is greater.

c. Awards During Notice Period . Equity awards to an Executive during the six (6) month Notice period as provided for in 1(b) above are at the discretion of the Company.

7. NON-COMPETITION .

a. Executive acknowledges that the Company and Affiliates have, over a period of time, developed, and will continue, over a period of time, to develop, significant relationships and goodwill between themselves and their current and prospective clients, customers, vendors, and suppliers by providing superior products and services to their current and prospective clients, customers, vendors, and suppliers. Executive further acknowledges that these relationships and goodwill are a valuable asset belonging solely to the Company and Affiliates.

b. The Company and Affiliates promise to share their business relationships and goodwill with Executive.

c. Executive acknowledges that, in exchange for the execution of the non-competition restriction set forth below in this section, he or she has received substantial, valuable consideration, including the consideration set forth in Sections 4, 5, and 6 above. Executive acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-competition restriction set forth in this section.

 

3


d. Ancillary to the enforceable promises set forth in this Agreement, including, without limitation, the promises contained in Sections 4, 5, and 6, as well as to protect the vital interests described in those sections, Executive agrees that while he or she is employed by the Company and for a period of twelve (12) months following the Executive’s Retirement, he or she will not, without the Company’s prior written consent, directly or indirectly, alone or for his or her own account, or as owner, partner, member, executive, advisor or agent of any partnership or joint venture, or as a trustee, officer, director, shareholder, executive, advisor, or agent of any corporation, trust, or other business organization or entity:

i. be employed by, work for, perform consulting services for, have business dealings with, control, have an ownership interest in, or otherwise become involved with, directly or indirectly, any business, operation, corporation, partnership, association, agency, or other person or entity that is in the business of producing, marketing, servicing, and/or retailing, directly or at wholesale, watches, leather goods or apparel where the Company or Affiliates performed its business activities during the term of Executive’s employment with the Company or during the one (1) year time period immediately preceding the Executive’s Retirement, whichever is longer; or

ii. call upon, compete for, solicit, divert, or attempt to take away any of the Company’s or Affiliates’ clients with whom the Company or Affiliates did business or were in the process of conducting business during the previous twenty-four (24) months of Executive’s employment with the Company; or

iii. cause, induce, or solicit clients, manufacturers, suppliers, or others doing business with the Company or Affiliates to terminate, reduce, or alter such business with the Company or Affiliates.

e. Executive understands that this non-competition restriction shall apply whether he or she acts as an individual or for his or her own account, or as a partner, executive, agent, salesman, distributor, consultant or representative of any person, firm, corporation or other entity. The restriction herein contained shall be limited in geographical scope in which Executive is expected to perform his or her duties on behalf of the Company. Moreover, the restriction herein contained shall prohibit Executive from competing with the Company or Affiliates only in the line or lines of business actually conducted by the Company or Affiliate in such territory.

f. Executive agrees that the non-competition restriction set forth above is ancillary to an otherwise enforceable agreement and supported by independent valuable consideration. Executive further agrees that the limitations as to time, geographical area, and scope of activity to be restrained by this section are reasonable and acceptable to him or her, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of the Company and Affiliates. Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-competition restriction set forth in this section is unreasonable or unenforceable as written, this section may be reformed by the court and enforced to the maximum extent permitted by law.

g. If Executive is found to have violated any of the provisions of this section, Executive agrees that the restrictive period of each covenant so violated shall be extended by a period of time equal to the period of such violation by him or her. It is the intent of this section that the running of the restrictive period of any covenant shall be tolled during any period of violation of such covenant so that the Company may obtain the full and reasonable protection for which it contracted and so that Executive may not profit by his breach.

 

4


h. Executive understands that his or her obligations under this section shall survive his or her employment with the Company and shall not be assignable by him or her.

8. NON-SOLICITATION OF EMPLOYEES OR INDEPENDENT CONTRACTORS .

Executive agrees that, as part of his or her employment with the Company, he or she will become familiar the Proprietary Information of the Company’s and Affiliates’ employees and independent contractors. Executive agrees to maintain the confidentiality of such information. Executive further covenants and agrees that for a period of twelve (12) months subsequent to his or her Retirement from the Company, he or she shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any other employees or independent contractors of the Company or Affiliates, nor shall he or she contact or communicate with any other employees or independent contractors of the Company or Affiliates for the purpose of inducing other employees or independent contractors to terminate their employment or association with the Company or Affiliates. For purposes of this covenant, “other employees or independent contractors” shall refer to permanent employees, temporary employees, or independent contractors who were employed by, doing business with, or associated with the Company or Affiliates within six (6) months of the time of the attempted recruiting or hiring. Executive’s obligations under this section shall survive Executive’s employment with the Company.

9. REMEDIES FOR BREACH OF SECTIONS 5. 7 AND 8 . In the event that Executive violates any of the provisions set forth in Section 5, 7, and 8 of this Agreement, he or she acknowledges that the Company will suffer immediate and irreparable harm which cannot be accurately calculated in monetary damages. Consequently, Executive acknowledges and agrees that the Company shall be entitled to immediate injunctive relief, either by temporary or permanent injunction, to prevent such a violation. Executive further acknowledges and agrees that this injunctive relief shall be in addition to any other legal or equitable relief to which the Company would be entitled. Executive also acknowledges that violations of the provisions set forth in Sections 5, 7 or 8 will result in the cessation of the vesting benefits under Section 6 above and the exercise period for outstanding Stock Appreciation Rights under Section 6 will truncate to ninety (90) days following the date of violation.

10. CLAWBACK . Executive acknowledges, understands and agrees, with respect to any compensation paid to Executive pursuant to this Agreement, that such compensation shall be subject to recovery by the Company, and Executive shall be required to repay such compensation, if either in the year such compensation is paid, or within the three (3) year period thereafter: (i) Fossil, Inc. (or any successor thereto) is required to prepare an accounting restatement due to material noncompliance of the Company or an Affiliate with any financial reporting requirement under applicable securities laws and Executive is or was during such three (3) year period, either a named executive officer of Fossil, Inc. or an employee of the Company who is responsible for preparation of the Company’s financial statements; or (ii) the Company or Fossil, Inc. is required by applicable law to require repayment by Executive of such compensation. The parties agree that the repayment obligations set forth in the foregoing sentence shall only apply to the extent repayment is required by applicable law.

 

5


11. SEVERABILITY . The Parties acknowledge that each covenant and/or provision of this Agreement shall be enforceable independently of every other covenant and/or provision. Furthermore, Executive and the Company acknowledge that, in the event any covenant and/or provision of this Agreement is determined to be unenforceable for any reason, the remaining covenants and/or provisions will remain effective, binding and enforceable.

12. COMPLETE AGREEMENT; MODIFICATION . The Parties acknowledge and agree that this Agreement constitutes the complete and entire agreement between the parties; that each executed this Agreement based upon the express terms and provisions set forth herein; that, in accepting employment with the Company, Executive has not relied on any representations, oral or written, which are not set forth in this Agreement; that no previous agreement, either oral or written, shall have any effect on the terms or provisions of this Agreement; and that all previous agreements, either oral or written, are expressly superseded and revoked by this Agreement; except that Executive agrees that he continues to be bound by and will comply with all non-disclosure, non-competition, and non-solicitation agreements previously made by Executive. The provisions hereof may not be altered, amended, modified, waived, or discharged in any way whatsoever, except by written agreement executed by Executive and an authorized representative of the Company.

13. GOVERNING LAW AND VENUE. The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by, construed under, and in accordance with the laws of the State of Texas. With respect to any disputes, claims and causes of action between the Parties hereto, the Company and Executive agree that the state and federal courts situated in Dallas County, Texas, shall have personal jurisdiction over the Company and Executive to hear all disputes arising under this Agreement. This Agreement is to be at least partially performed in Dallas County, Texas, and, as such, the Company and Executive agree that venue shall be proper with the state or federal courts in Dallas County, Texas, to hear such disputes.

14. VOLUNTARY AGREEMENT . The Parties acknowledge that each has carefully read this Agreement, that each has had an opportunity to consult with his or her or its attorney concerning the meaning, import and legal significance of this Agreement, that each understands its terms, that all understandings and agreements between Executive and the Company relating to the subjects covered in this Agreement are contained in it, and that each has entered into the Agreement voluntarily and not in reliance on any promises or representations by the other Party, other than those contained in this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth below, to be effective as of the date first above written.

 

6


        Date:    
 

[name]

     

Fossil Partners, L.P.

By: Fossil, Inc. General Partner

By:         Date:    

Name: Kosta N. Kartsotis

Title: Chairman and CEO

 

7

Exhibit 10.2

Restricted Stock Unit Award

under the Fossil, Inc. 2008 Long-Term Incentive Plan

This RESTRICTED STOCK UNIT AWARD (the “Award”), is entered into effect as of the date of the grant (the “Effective Date”).

W I T N E S S E T H:

WHEREAS , Fossil, Inc., a Delaware corporation (the “Company”) has adopted the Fossil, Inc. 2008 Long-Term Incentive Plan (the “Long-Term Incentive Plan”), effective as of the Effective Date (as defined in the Long-Term Incentive Plan), with the objective of advancing the best interests of the Company, its Subsidiaries and its stockholders in order to attract, retain and motivate key employees with additional incentives through the award of Restricted Stock Units; and

WHEREAS , the Long-Term Incentive Plan provides that Eligible Participants of the Company or its Subsidiaries, as determined in the judgment of the Committee, may be granted an Award which may consist of grants of restricted units of common stock, par value $.01 per share (“Common Stock”), of the Company;

NOW, THEREFORE , the Participant identified in the Notice of Grant is hereby awarded Restricted Stock Units in accordance with the following terms:

1. Grant of Award; Restricted Stock Units . Subject to the terms and conditions set forth in the Long-Term Incentive Plan, this Award and in the Notice of Grant, the Company hereby grants to the Participant an award of those Restricted Stock Units specified in the Notice of Grant, subject to adjustment from time to time as provided in Articles 12, 13 and 14 of the Long-Term Incentive Plan. Each Restricted Stock Unit shall consist of the right to receive, upon the Vesting Date, a share of Common Stock for each vested Unit, which shall be electronically registered by the Company in the name of the Participant as promptly as practicable following the Vesting Date.

2. Vesting . If the Participant remains continuously employed by the Company or a Subsidiary through each Vesting Date set forth in the Notice of Grant, the Restricted Stock Units shall vest (it being understood that Units shall vest cumulatively) and the Company shall electronically register one share of Common Stock in the Participant’s name for each vested Unit.

Notwithstanding the vesting conditions set forth in the Notice of Grant, for the twelve (12) month period immediately following the Participant’s Retirement Date (the “RSU Vesting Continuation Period”), the then-outstanding Restricted Stock Units shall continue to vest, and shall be electronically converted into shares of Common Stock on the Vesting Date such Restricted Stock Units would have otherwise vested had the Participant remained employed during such period. For purposes of this Award, “Retirement Date” shall have the meaning set forth in that certain Executive Retirement Agreement between the Company and the Participant dated [INSERT DATE] (the “Retirement Agreement”), and the Participant’s right to continued vesting following his Retirement Date shall be subject to the terms and conditions of the Retirement Agreement.

Notwithstanding the vesting conditions set forth in the Notice of Grant and this Section 2: (i) the Committee may in its discretion at any time accelerate the vesting of Restricted Stock Units or otherwise waive or amend any conditions of a grant of a Restricted Stock Units; and (ii) all of the Restricted Stock Units shall vest upon a Change in Control of the Company or upon the death of the Participant.


3. Termination in Event of Nonemployment . Except as provided in Section 2 of the Award, in the event that the Participant ceases to be employed by the Company or any of its Subsidiaries before a Vesting Date for any reason other than death, the unvested Restricted Stock Units granted pursuant to this Agreement shall be forfeited.

4. Stock Certificates . Except as provided in Section 2 of this Award, shares of Common Stock evidencing the conversion of Restricted Stock Units into shares of Common Stock shall be electronically registered in the Participant’s name as of (or as promptly as practicable after) each Vesting Date. No stock certificate or certificates shall be issued with respect to such shares of Common Stock, unless, the Participant requests delivery of the certificate or certificates by submitting a written request to the General Counsel requesting deliver of the certificates. Subject to Section 5 of this Award, the Company shall deliver the certificates requested by the Participant to the Participant as soon as administratively practicable following the Company’s receipt of such request. Upon registration (or issuance) of any shares hereunder, the Participant may be required to enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws, the Long-Term Incentive Plan or with the Notice of Grant. Notwithstanding the foregoing, to the extent (i) the Participant is deemed as of his Retirement Date to be a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”); and (ii) on the Retirement Date the Company is publicly traded (as defined in Section 409A of the Code), then, to the extent required by Section 409A of the Code, no Restricted Stock Unit shall vest, or be converted into shares of Common Stock, until the earlier of (x) the first day of the seventh month following the Participant’s Retirement Date or (y) the date of the Participant’s death following such Retirement Date. Upon the expiration of the applicable deferral period, any Restricted Stock Units which would have otherwise been vested and converted into shares of Common Stock during that period (whether in a single sum or in installments) shall be converted into shares of Common Stock and transferred to the Participant or the Participant’s beneficiary in one lump sum.

5. Tax Withholding Obligations . The Participant shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to any withholding taxes, FICA contributions, or the like under any federal, state, or local statute, ordinance, rule, or regulation in connection with the award or settlement of the Restricted Stock Units. Alternatively, the Company may, at its sole election, (i) withhold the required amounts from the Participant’s pay during the pay periods next following the date on which any such applicable tax liability otherwise arises, or (ii) withhold a number of shares of Common Stock otherwise deliverable having a Fair Market Value sufficient to satisfy the statutory minimum of all or part of the Participant’s estimated total federal, state, and local tax obligations associated with vesting or settlement of the Restricted Stock Units. The Company shall not deliver any of the shares of Common Stock until and unless the Participant has made the deposit required herein or proper provision for required withholding has been made.

6. Assignability . Until the Restricted Stock Units are vested as provided above, they may not be sold, transferred, pledged, assigned, or otherwise alienated other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by Code or Title I of the Employee Retirement Income Security Act of 1974, as amended. Any attempt to do so contrary to the provisions hereof shall be null and void. No assignment of the Restricted Stock Units herein granted shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of such documents and evidence as the Company may deem necessary to establish the validity of the assignment and the acceptance by the assignee or assignees of the terms and conditions hereof.

 

- 2 -


7. No Stockholder Rights . The Participant shall have no rights as a stockholder of the Company with respect to the Restricted Stock Units unless and until certificates evidencing shares of Common Stock shall have been issued by the Company to the Participant. Until such time, the Participant shall not be entitled to dividends or distributions in respect of any shares or to vote such shares on any matter submitted to the stockholders of the Company. In addition, except as to adjustments that may from time to time be made by the Committee in accordance with the Long-Term Incentive Plan, no adjustment shall be made or required to be made in respect of dividends (ordinary or extraordinary, whether in cash, securities or any other property) or distributions paid or made by the Company or any other rights granted in respect of any shares for which the record date for such payment, distribution or grant is prior to the date upon which certificates evidencing such shares shall have been issued by the Company.

8. Administration . The Committee shall have the power to interpret the Long-Term Incentive Plan, the Notice of Grant and this Award, and to adopt such rules for the administration, interpretation, and application of the Long-Term Incentive Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participant, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Long-Term Incentive Plan or this Award.

9. Restrictions and Related Representations . Upon the acquisition of any shares of Common Stock pursuant to the vesting of the Restricted Stock Units granted pursuant hereto, the Participant may be required to enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws, the Long-Term Incentive Plan or with this Award. In addition, to the extent a certificate or certificates are issued representing any shares, the certificate or certificates will be stamped or otherwise imprinted with a legend in such form as the Company may require with respect to any applicable restrictions on sale or transfer, and the stock transfer records of the Company will reflect stop-transfer instructions, as appropriate, with respect to such shares.

10. Notices and Electronic Delivery . Unless otherwise provided herein, any notice or other communication hereunder shall be in writing and shall be given by registered or certified mail unless the Company, in its sole discretion, decides to deliver any documents relating to the Award or future awards that may be granted under the Long-Term Incentive Plan by electronic means or to request the Participant’s consent to participate in the Long-Term Incentive Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Long-Term Incentive Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. All notices by the Participant hereunder shall be directed to Fossil, Inc., Attention: Secretary, at the Company’s then current address unless the Company, in writing or electronically, directs the Participant otherwise. Any notice given by the Company to the Participant directed to him at his address on file with the Company shall be effective to bind any other person who shall acquire rights hereunder. The Participant shall be deemed to have familiarized himself with all matters contained herein and in the Long-Term Incentive Plan which may affect any of the Participant’s rights or privileges hereunder.

11. Scope of Certain Terms . Whenever the term “Participant” is used herein under circumstances applicable to any other person or persons to whom this Award may be assigned in accordance with the provisions of Paragraph 6 (Assignability) of this Agreement, it shall be deemed to include such person or persons. The term “Long-Term Incentive Plan” as used herein shall be deemed to include the Long-Term Incentive Plan and any subsequent amendments thereto, together with any administrative interpretations which have been adopted thereunder by the Committee pursuant to Section 3.3 of the Long-Term Incentive Plan. Unless otherwise indicated, defined terms herein shall have the meaning ascribed to them in the Long-Term Incentive Plan.

 

- 3 -


12. General Restrictions . This Award is subject to the requirement that, if at any time the Committee shall determine that (a) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securities exchange or under any state or federal law; (b) the consent or approval of any government regulatory body; or (c) an agreement by the recipient of an Award with respect to the disposition of shares of Common Stock, is necessary or desirable (in connection with any requirement or interpretation of any federal or state securities law, rule or regulation) as a condition of, or in connection with, the granting of such Award or the issuance, purchase or delivery of shares of Common Stock thereunder, such Award may not be consummated in whole or in part unless such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee.

13. Adjustments for Changes in Capitalization . The number of Restricted Stock Units covered by this Award shall be subject to adjustment in accordance with Articles 12-14 of the Long-Term Incentive Plan.

14. No Right of Employment . Neither the granting of the Restricted Stock Units, the exercise of any part hereof, nor any provision of the Long-Term Incentive Plan or this Award shall constitute or be evidence of any understanding, express or implied, on the part of the Company or any Subsidiary to employ the Participant for any specified period.

15. Amendment . This Award may be amended only by a writing executed by the Company and the Participant which specifically states that it is amending this Award. Notwithstanding the foregoing, this Award may be amended solely by the Committee by a writing which specifically states that it is amending this Award, so long as a copy of such amendment is delivered to the Participant, and provided that no such amendment adversely affecting the rights of the Participant hereunder may be made without the Participant’s written consent. Without limiting the foregoing, the Committee reserves the right to change, by written notice to the Participant, the provisions of the Restricted Stock Units or this Award in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to Restricted Stock Units which are then subject to restrictions as provided herein.

16. Precondition of Legality . Notwithstanding anything to the contrary contained herein, the Participant agrees that the Company will not be obligated to issue any shares pursuant to this Award, if the issuance of such shares would constitute a violation by the Participant or by the Company of any provision of any law or regulation of any governmental authority or any national securities exchange or transaction quotation system.

17. Incorporation of the Long-Term Incentive Plan . This Award is subject to the Long-Term Incentive Plan, a copy of which has been furnished to the Participant and for which the Participant acknowledges receipt. The terms and provisions of the Long-Term Incentive Plan are incorporated by reference herein. In the event of a conflict between any term or provision contained here in and a term or provision of the Long-Term Incentive Plan, the applicable terms and provisions of the Long-Term Incentive Plan shall govern and prevail.

18. Severability . If one or more of the provisions of this Award shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award to be construed so as to first the intent of this Award and the Long-Term Incentive Plan.

 

- 4 -


19. Construction . The Restricted Stock Units are being issued pursuant to Section 6.6 of the Long-Term Incentive Plan and are subject to the terms of the Long-Term Incentive Plan. A copy of the Long-Term Incentive Plan has been given to the Participant, and additional copies of the Long-Term Incentive Plan are available upon request during normal business hours at the principal executive offices of the Company. To the extent that any provision of this Award violates or is inconsistent with an express provision of the Long-Term Incentive Plan, the Long-Term Incentive Plan provision shall govern and any inconsistent provision in this Award shall be of no force or effect.

20. Governing Law . The Restricted Stock Unit grant and the provisions of this Award are governed by, and subject to, the laws of the State of Delaware, as provided in the Long-Term Incentive Plan.

 

- 5 -

Exhibit 10.3

STOCK APPRECIATION RIGHTS AWARD

under the Fossil, Inc. 2008 Long-Term Incentive Plan

This STOCK APPRECIATION RIGHTS AWARD (the “Award”), is entered into effect as of the date of the grant (the “Effective Date”).

W I T N E S S E T H:

WHEREAS, Fossil, Inc., a Delaware corporation (the “Company”) has adopted the Fossil, Inc. 2008 Long-Term Incentive Plan (the “Long-Term Incentive Plan”) effective as of the Effective Date (as defined in the Long-Term Incentive Plan) with the objective of retaining key executives and other selected employees and of rewarding them for making major contributions to the success of the Company and its Subsidiaries; and

WHEREAS, the Long-Term Incentive Plan provides that an employee of the Company or its Subsidiaries may be granted a Stock Appreciation Right Award, which may consist of the right to receive a payment, in cash or shares of common stock, par value $.01 per share (“Common Stock”), of the Company, equal to the excess of the Fair Market Value of a specified number of shares of Common Stock on the date the Stock Appreciation Right (“SAR”) is exercised over a specified strike price as set forth in the Award;

NOW, THEREFORE, the Participant identified in the Notice of Grant is hereby awarded Stock Appreciation Rights in accordance with the following terms:

1. Grant of Award; Stock Appreciation Rights . Subject to the terms and conditions set forth in the Long-Term Incentive Plan, this Award and in the Notice of Grant, the Company hereby grants to the Participant that number of SARs set forth in the Notice of Grant, consisting of the right to receive, upon exercise of each SAR, shares of Common Stock with a Fair Market Value equal to the excess of the Fair Market Value of each share of Common Stock on the date of exercise minus the Fair Market Value of each share of Common Stock on the date of this Award, subject to any adjustments that may be made pursuant to the terms of the Long-Term Incentive Plan (the “SAR Payment Value”).

2. SAR Exercise Period and Vesting . The SARs granted pursuant to this Award may be exercised by the Participant at any time prior to the Expiration Date set forth in the Notice of Grant (the “Exercise Period”), subject to the limitation that such SARs shall vest and become exercisable only if the Participant remains continuously employed by the Company or its Subsidiaries through each Vesting Date set forth in the Notice of Grant (it being understood that the right to exercise the SARs shall be cumulative, so that the Participant may exercise on or after any Vesting Date and during the remainder of the Exercise Period that number of SARs which the Participant was entitled to exercise but did not exercise during any preceding period or periods). Notwithstanding the forgoing, for the twelve (12) month period immediately following the Participant’s Retirement Date (the “SAR Vesting Continuation Period”), the then-outstanding SARs shall continue to vest as if the Participant had remained employed with the Company during such period. For purposes of this Award, “Retirement Date” and “Retirement” shall have the meanings set forth in that certain Executive Retirement Agreement between the Company and the Participant dated [INSERT DATE] (the “Retirement Agreement”), and the Participant’s right to continued vesting following his Retirement Date shall be subject to the terms and conditions of the Retirement Agreement. Notwithstanding the vesting conditions set forth herein, (i) the Committee may in its discretion at any time accelerate the vesting of SARs; and (ii) all of the SARs shall vest upon a Change in Control of the Company or upon the death of the Participant.


3. Method of Exercise . The Participant (or his representative, guardian, devisee or heir, as applicable) may exercise any portion of this SAR that has become exercisable in accordance with the terms hereof as to all or any of the SARs by giving written notice of exercise to the Company, in form satisfactory to the Board, specifying the number of SARs to be exercised. The SAR Payment Value shall be paid to the Participant in shares of Common Stock This SAR may not be exercised for less than one (1) SAR or the number of whole SARs remaining under this Award, whichever is smaller. As promptly as practicable following the receipt of such written notification, the Company shall electronically register the number of shares of Common Stock having a Fair Market Value (as of the effective date of the Participant’s notice of exercise) equal to the SAR Payment Value with respect to those SARs which have been exercised. No stock certificate or certificates shall be issued with respect to such shares of Common Stock, unless, the Participant requests delivery of the certificate or certificates by submitting a written request to the General Counsel requesting deliver of the certificates. The Company shall deliver the certificates requested by the Participant to the Participant as soon as administratively practicable following the Company’s receipt of such request. Upon registration (or issuance) of any shares hereunder, the Participant may be required to enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws, the Long-Term Incentive Plan or with this Notice of Grant.

4. Termination in Event of Nonemployment . Except as provided in Section 2 of this Award, in the event that the Participant ceases to be employed by the Company or any of its Subsidiaries during the Exercise Period for any reason other than death, at a time which the SARs granted pursuant hereto are still in force and unexpired, the SARs granted pursuant to this Award shall terminate, except to the extent that they are vested on the date of termination of employment, and exercised on or prior to the date that is three (3) months following termination of employment (or, if earlier, on the expiration date of the SARs). Notwithstanding the forgoing, each SAR vested in connection with the Participant’s Retirement pursuant to Section 2 of this Award shall remain exercisable until the last day of the SAR Vesting Continuation Period or the last day of the ninety (90) day period immediately following vesting with respect that SAR, whichever is greater, provided that in no event will a SAR be exercisable after the Exercise Period.

5. Death . In the event that the Participant ceases to be employed by the Company or any of its Subsidiaries during the Exercise Period by reason of death at a time when the SARs granted pursuant hereto are still in force and unexpired, any unvested SARs shall be accelerated and 100% vested. Such acceleration shall be effective as of the date of death of the Participant. The Participant’s representatives, devises or heirs, as applicable, shall have a period of one (1) year following the date of death in which to exercise the SARs (or, if earlier, on the expiration date of the SARs).

6. Assignability . The SARs granted pursuant hereto shall not be assignable or transferable by the Participant other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by Code or Title I of the Employee Retirement Income Security Act of 1974, as amended. Any attempt to do so contrary to the provisions hereof shall be null and void. No assignment of the SARs herein granted shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and a copy of such documents and evidence as the Company may deem necessary to establish the validity of the assignment and the acceptance by the assignee or assignees of the terms and conditions hereof.

7. No Stockholder Rights . The Participant shall have no rights as a stockholder of the Company with respect to the SARs unless and until certificates evidencing shares of Common Stock shall have been electronically registered in the Participant’s name, or if applicable, issued by the Company to the Participant. Until such time, the Participant shall not be entitled to dividends or distributions in

 

2


respect of any shares or to vote such shares on any matter submitted to the stockholders of the Company. In addition, except as to adjustments that may from time to time be made by the Committee in accordance with the Long-Term Incentive Plan, no adjustment shall be made or required to be made in respect of dividends (ordinary or extraordinary, whether in cash, securities or any other property) or distributions paid or made by the Company or any other rights granted in respect of any shares for which the record date for such payment, distribution or grant is prior to the date upon which certificates evidencing such shares shall have been electronically registered by the Company in the Participant’s name, or, if applicable, issued by the Company.

8. Administration . The Committee shall have the power to interpret the Long-Term Incentive Plan, the Notice of Grant and this Award, and to adopt such rules for the administration, interpretation, and application of the Long-Term Incentive Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participant, the Company, and all other interested persons. No member of the Committee shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Long-Term Incentive Plan or this Award.

9. Tax Withholding Obligations . The Participant shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to any withholding taxes, FICA contributions, or the like under any federal, state, or local statute, ordinance, rule, or regulation in connection with the issuance of shares of Common Stock for the SAR Payment Value. Alternatively, the Company may, at its sole election, (i) withhold the required amounts from the Participant’s pay during the pay periods next following the date on which any such applicable tax liability otherwise arises, or (ii) withhold a number of shares of Common Stock otherwise deliverable having a Fair Market Value sufficient to satisfy the statutory minimum of all or part of the Participant’s estimated total federal, state, and local tax obligations associated with payment of the SAR Payment Value. The Company shall not deliver any of the shares of Company Stock until and unless the Participant has made the deposit required herein or proper provision for required withholding has been made.

10. Restrictions and Related Representations . Upon the acquisition of any shares of Common Stock pursuant to the exercise of the SARs granted pursuant hereto, the Participant may be required to enter into such written representations, warranties and agreements as the Company may reasonably request in order to comply with applicable securities laws, the Long-Term Incentive Plan or with this Award. In addition, to the extent a certificate or certificates are issued representing any shares, the certificate or certificates will be stamped or otherwise imprinted with a legend in such form as the Company may require with respect to any applicable restrictions on sale or transfer, and the stock transfer records of the Company will reflect stop-transfer instructions, as appropriate, with respect to such shares.

11. Notices and Electronic Delivery . Unless otherwise provided herein, any notice or other communication hereunder shall be in writing and shall be given by registered or certified mail unless the Company, in its sole discretion, decides to deliver any documents relating to the Award or future awards that may be granted under the Long-Term Incentive Plan by electronic means or to request the Participant’s consent to participate in the Long-Term Incentive Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Long-Term Incentive Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. All notices of the exercise by the Participant of the SARs granted pursuant hereto shall be directed to Fossil, Inc., Attention: Secretary, at the Company’s then current address unless the Company, in writing or electronically, directs the Participant otherwise. Any notice given by the Company to the Participant directed to him at his address

 

3


on file with the Company and shall be effective to bind any other person who shall acquire rights hereunder. The Company shall be under no obligation whatsoever to advise or notify the Participant of the existence, maturity or termination of any rights hereunder and the Participant shall be deemed to have familiarized himself with all matters contained herein and in the Long-Term Incentive Plan which may affect any of the Participant’s rights or privileges hereunder.

12. Scope of Certain Terms . Whenever the term “Participant” is used herein under circumstances applicable to any other person or persons to whom this Award may be assigned in accordance with the provisions of Paragraph 6 (Assignability) of this Agreement, it shall be deemed to include such person or persons. The term “Long-Term Incentive Plan” as used herein shall be deemed to include the Long-Term Incentive Plan and any subsequent amendments thereto, together with any administrative interpretations which have been adopted thereunder by the Committee pursuant to Section 3.3 of the Long-Term Incentive Plan. Unless otherwise indicated, defined terms herein shall have the meaning ascribed to them in the Long-Term Incentive Plan.

13. General Restrictions . This Award is subject to the requirement that, if at any time the Committee shall determine that (a) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securities exchange or under any state or federal law; (b) the consent or approval of any government regulatory body; or (c) an agreement by the recipient of an Award with respect to the disposition of shares of Common Stock, is necessary or desirable (in connection with any requirement or interpretation of any federal or state securities law, rule or regulation) as a condition of, or in connection with, the granting of such Award or the issuance, purchase or delivery of shares of Common Stock thereunder, such Award may not be consummated in whole or in part unless such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee.

14. Adjustments for Changes in Capitalization . The number of SARs covered by this Award shall be subject to adjustment in accordance with Articles 12-14 of the Long-Term Incentive Plan.

15. No Right of Employment . Neither the granting of this SAR, the exercise of any part hereof, nor any provision of the Long-Term Incentive Plan or this Award shall constitute or be evidence of any understanding, express or implied, on the part of the Company or any Subsidiary to employ the Participant for any specified period.

16. Amendment . This Award may be amended only by a writing executed by the Company and the Participant which specifically states that it is amending this Award. Notwithstanding the foregoing, this Award may be amended solely by the Committee by a writing which specifically states that it is amending this Award, so long as a copy of such amendment is delivered to the Participant, and provided that no such amendment adversely affecting the rights of the Participant hereunder may be made without the Participant’s written consent. Without limiting the foregoing, the Committee reserves the right to change, by written notice to the Participant, the provisions of the SARs or this Award in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to SARs which have not been exercised as provided herein.

17. Precondition of Legality . Notwithstanding anything to the contrary contained herein, the Participant agrees that he will not exercise the SARs granted pursuant hereto, and that the Company will not be obligated to issue any shares pursuant to this Award, if the exercise of the SARs or the issuance of such shares would constitute a violation by the Participant or by the Company of any provision of any law or regulation of any governmental authority or any national securities exchange or transaction quotation system.

 

4


18. Governing Law . This Award grant and the provisions of this Agreement are governed by, and subject to, the laws of the State of Delaware, as provided in the Long-Term Incentive Plan.

19. Incorporation of the Long-Term Incentive Plan . This Award is subject to the Long-Term Incentive Plan, a copy of which has been furnished to the Participant and for which the Participant acknowledges receipt. The terms and provisions of the Long-Term Incentive Plan are incorporated by reference herein. In the event of a conflict between any term or provision contained here in and a term or provision of the Long-Term Incentive Plan, the applicable terms and provisions of the Long-Term Incentive Plan shall govern and prevail.

20. Severability . If one or more of the provisions of this Award shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award to be construed so as to first the intent of this Award and the Long-Term Incentive Plan.

21. Construction . The SAR is being issued pursuant to Section 6.5 of the Long-Term Incentive Plan and are subject to the terms of the Long-Term Incentive Plan. A copy of the Long-Term Incentive Plan has been given to the Participant, and additional copies of the Long-Term Incentive Plan are available upon request during normal business hours at the principal executive offices of the Company. To the extent that any provision of this Award violates or is inconsistent with an express provision of the Long-Term Incentive Plan, the Long-Term Incentive Plan provision shall govern and any inconsistent provision in this Award shall be of no force or effect.

 

5