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Exhibit 10.141
NON-COMPETITION AND CONFIDENTIALITY COVENANTS
[ASSUMPTION: FOR VICE PRESIDENTS AND UP]
THIS INSTRUMENT is made and given this ___ day of _________ 2___
by
__________________("PARTICIPANT") to and for the benefit of
Tiffany and Company,
a New York corporation and its Affiliates (as defined below)
with reference to
the following facts and circumstances:
A. Participant wishes to receive Equity Awards which might be
granted
to Participant in the future or which have been granted to
Participant on the condition that Participant executes and
delivers
this instrument;
B. Participant may have received Equity Awards which, when
granted,
were not subject to the above condition;
C. Participant may be or may become a Participant in and under
the
Excess Plan;
D. Participant may be or may become a Participant in and under
the
Supplementary Retirement Plan;
E. Participant 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 Equity Awards in the future and to have
the
benefit of Equity Awards which have been granted to Participant
on
the condition that Participant executes and delivers this
instrument;
F. Participant understands that if Participant is or becomes
a
Participant in the Excess Plan or the Supplementary Retirement
Plan
the benefits Participant might receive under both plans will
be
forfeited for breach of covenants contained in this
instrument;
G. Participant understands that Equity Awards may be forfeited
if
Participant breaches the covenants contained in this
instrument;
H. Participant understands that the Proceeds of Equity Awards
may
become due and payable by Participant to Tiffany and Company
if
Participant breaches the covenants contained in this
instrument;
I. Participant agrees that the receipt of one or more Equity
Awards is
full and fair and consideration for the covenants made in
this
instrument.
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NOW THEREFORE, Participant hereby agrees as follows:
1. DEFINED TERMS. Unless otherwise defined in this instrument,
words and phrases
that have a defined meaning in the Excess Plan shall have the
same meaning in
this instrument. The initially capitalized words and phrases set
forth below
shall have the meanings ascribed to them below:
"Affiliate" shall mean, with reference to any Person, any second
Person that
controls, is controlled by, or is under common control with, any
such first
Person, directly or indirectly.
"Board" means the board of directors of Tiffany and Company, a
New York
corporation.
"Change in Control Date" shall mean the earliest "Change of
Control Date"
applicable to Participant under the Rights Plan if the
circumstances necessary
for a "Change of Control Date" under the Rights Plan should
occur.
"Confidential Information" means all information relating in any
manner to
Tiffany or its business, including but not limited to,
contemplated new products
and services, marketing and advertising campaigns, sales
projections, creative
campaigns and themes, financial information, budgets and
projections, system
designs, employees, management procedures and systems, employee
training
materials, equipment, production plans and techniques, product
and materials
specifications, product designs and design techniques, client
information
(including purchase history and client identifying information)
and vendor
information (including the identity of vendors and information
concerning the
capacity of or products or pricing provided by specific
vendors);
notwithstanding the foregoing, "Confidential Information" shall
not include
information that becomes generally publicly available other than
as a result of
a disclosure by Participant or that becomes available to
Participant on a
non-confidential basis from a Person that to the Participant's
knowledge, after
due inquiry, is not bound by a duty of confidentiality.
"Covered Employee" means any person who, at any date relevant to
this Agreement,
is an employee of Tiffany or who was an employee of Tiffany
during the one-year
period previous to the date relevant to this Agreement.
"Duration of Non-Competition Covenant" means the period
beginning with
Participant's Termination Date and ending upon the first to
occur of the
following: (i) the second year anniversary of Participant's
Termination Date,
(ii) Participant's Change of Control Date or (iii) Participant's
60th birthday
provided that, in no circumstance shall the Duration of this
Covenant be less
than six months.
"Equity Awards" means any grant of options to purchase,
restricted shares of,
stock units that may be settled in, or stock appreciation rights
that may be
measured by appreciation in the value of, the Common Stock of
Tiffany & Co., a
Delaware corporation, including any grants made under the terms
of the 1998
Employee Incentive Plan or any plan
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adopted by Tiffany & Co. subsequent to the date of this
instrument including
grants made both before and after the date of this
instrument.
"Excess Plan" means the 2004 Tiffany and Company Un-funded
Retirement Income
Plan to Recognize Compensation In Excess of Internal Revenue
Code Limits, as
such plan may be amended from time to time.
"Jewelry" means jewelry (including but not limited to precious
metal or silver
jewelry or jewelry containing gemstones) and watches.
"Person" means any individual, firm, corporation, partnership,
limited
partnership, limited liability partnership, business trust,
limited liability
company, unincorporated association or other entity, and shall
include any
successor (by merger or otherwise) of such entity.
"Proceeds of Equity Award" means, in U.S. dollars, (i) with
respect to an Equity
Award of restricted stock or stock units, the value the shares
on the date the
Equity Award vests, and, (ii) with respect to an Equity Award
that is an option
to purchase or a stock appreciation right, the spread between
the strike price
and the market value for the underlying shares on the exercise
date, in each of
cases (i) and (ii) measured by the simple average of the high
and low selling
prices on the principal market on which the shares are traded as
of vesting or
exercise date, as the case may be, if such vesting or exercise
date is a trading
date; if such vesting or exercise date is not a trading date,
then as of trading
date next following the vesting or exercise date.
"Retail Jewelry Trade" means the operation of one or more retail
outlets
(including stores-within-stores, leased departments or
concessions) selling
Jewelry in any city in the world in which a TIFFANY & CO.
store is located at
the time in question; for the purpose of this definition, a
retail outlet will
not be deemed engaged in the Retail Jewelry Trade if less than
5% of the items
displayed for sale in such outlet are Jewelry, so that, by way
of example, an
apparel store that offers Jewelry as an incidental item would
not be deemed
engaged in the Retail Jewelry Trade.
"Rights Plan" means the Amended and Restated Rights Agreement
Dated as of
September 22, 1998 by and between Tiffany & Co., a Delaware
corporation, and
ChaseMellon Shareholder Services L.L.C., as Rights Agent, as
such Agreement may
be further amended from time to time.
"Supplementary Retirement Plan" means the 1994 Tiffany and
Company Supplementary
Retirement Income Plan, as such plan may be further amended from
time to time.
"Termination Date" means the date Participant ceases to be an
employee of
Tiffany.
"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
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to be interpreted broadly so as to give rights equivalent to
Tiffany and Company
to any Affiliate of Tiffany and Company.
"Wholesale Jewelry Trade" means the sale of Jewelry or gemstones
to the Retail
Jewelry Trade, the development or design of Jewelry for sale to
the Retail
Jewelry Trade or the production of Jewelry for sale to the
Retail Jewelry Trade
regardless of where in the world such activities are
conducted.
2. NON-COMPETITION. Participant agrees that for the Duration of
the
Non-Competition Covenant Participant will not directly or
indirectly (whether as
director, officer, consultant, principal, owner, member,
partner, advisor,
financier, employee, agent or otherwise):
(i) engage in, assist, have any interest in or contribute
Participant's
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