DEFERRED COMPENSATION PLAN FOR EXECUTIVES

Movado Group, Inc., a New York corporationand Movado Retail Group, Inc. a New Jersey corporation, hereby adopt this Amended and Restated Movado Group, Inc. Deferred Compensation Plan for Executives.

1.1   Account .  The bookkeeping account established for each Participant as provided in Section 5.1 hereof.

1.2   Administrator .  The committee appointed pursuant to ARTICLE X.

1.3   Affiliate .  Any entity (i) that directly or indirectly is controlled by, controls or is under common control with the Company, or (ii) in which the Company has a significant equity interest, in either case as determined by the Board.

1.4   Base Salary . The basic salary payable to a Participant by the Employers attributable to services performed in a Plan Year.  Base Salary shall only include regularly scheduled salary payable throughout the year, as determined by the Employers.

1.5   Base Salary Deferrals .  The portion of Base Salary that a Participant elects to defer under the Plan as part of a Compensation Deferral Election.

1.6   Bonus .  The annual incentive bonus, if any, payable by the Employers to a Participant who is not classified by the Employer as a sales executive, upon the satisfaction of certain specified performance goals.

1.7   Bonus Deferrals .  The portion of Bonus that a Participant who is not classified by the Employer as a sales executive elects to defer under the Plan as part of a Compensation Deferral Election.

1.8   Change in Control .  The occurrence of:

(i)   the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more (on a fully diluted basis) of (A) the then outstanding shares of common stock of the Company, taking into account as outstanding for this purpose such common stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such common stock (the "Outstanding Company Common Stock") and (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities"); provided, however, that for purposes of the Plan, the following acquisitions shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate, (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate, (III) any acquisition by a "Permitted Transferee," as defined in the Company’s Certificate of Incorporation, (IV) any acquisition which complies with clauses (A), (B) and (C) of clause (v) of this Section 1.8, or (V) with respect to the Plan benefit of a particular Participant, any acquisition by such Participant or any group of persons including such Participant (or any entity controlled by such Participant or any group of persons including such Participant);

(ii)   individuals who, on the date hereof, constitute the Board (the "Incumbent Directors") cease for any reason during any 12-month period to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a  vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(iii)   irrevocable termination and liquidation of the Plan within 12 months of the dissolution of the Company taxed under Section 331 of the Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A);

(iv)   the sale of all or substantially all of the business or assets of the Company; or

(v)   the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a "Business Combination"), unless immediately following such Business Combination: (A) at least 50% of the total voting power of (x) the corporation resulting from such Business Combination (the "Surviving Company"), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of sufficient voting

1.9   Class Year Account .  The bookkeeping subaccounts established for each Participant as provided in Section 5.1.

1.10   Code .  The Internal Revenue Code of 1986, as amended.

1.11   Company .  Movado Group, Inc., a New York corporation.

1.12   Company Stock .  Common stock of the Company.

1.13   Compensation .  For a Participant who is not classified by the Employer as a sales executive, the Participant’s Base Salary and Bonus, and for a Participant who is classified by the Employer as a sales executive, the Participant’s Base Salary only.

1.14   Compensation Deferral Election .  The written agreement submitted to the Administrator, by which an Eligible Employee agrees to participate in the Plan and make Base Salary Deferrals, and if the Eligible Employee is not classified by the Employer as a sales executive, Bonus Deferrals or both, as applicable, under the Plan in accordance with Section 3.1.

1.15   Compensation Deferrals .  A Participant’s Base Salary Deferrals, and if the Eligible Employee is not classified by the Employer as a sales executive, Bonus Deferrals or both as applicable.

1.16   Effective Date .  The Plan was originally effective on June 1, 1995.  This amendment and restatement of the Plan is effective January 1, 2008, following good-faith operational compliance with the applicable requirements of Section 409A of the Code since January 1, 2005.

1.17   Eligible Employee .  An Employee of an Employer who is a "management or highly compensated" Employee within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

1.18   Employee .  Any person employed by an Employer.

1.19   Employers .  Movado Group, Inc., a New York corporation and Movado Retail Group, Inc., a New Jersey corporation.

1.20   Employer Contribution .  A discretionary contribution made by the Employers to the Trust that is credited to one or more Participant’s Accounts in accordance with Section 3.3.

1.21   ERISA .  The Employee Retirement Income Security Act of 1974, as amended.

1.22   Fair Market Value .  On a given date means (i) if the Company Stock is listed on a national securities exchange, the closing sale price reported as having occurred on the primary exchange with which the Company Stock is listed and traded on that date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; (ii) if the Company Stock is not listed on any national securities exchange but is quoted in the National Market System of the National Association of Securities Dealers Automated Quotation System ("NASDAQ") on a last sale basis, the last sale price reported on that date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) if the Company Stock is not listed on a national securities exchange nor quoted in NASDAQ on a last sale basis, the amount determined by the Administrator to be the fair market value based upon a good faith attempt to value the Company Stock accurately and computed in accordance with applicable regulations of the Internal Revenue Service

1.23   Group I Employee .  An Employee who is designated as a Group I Employee by an Employer on Schedule A attached hereto, as such Schedule A may be amended by the Employer from time to time.

1.24   Group II Employee .  An Employee who is designated as a Group II Employee by an Employer on Schedule A attached hereto, as such Schedule A may be amended by the Employer from time to time.

1.25   Matching Contribution .  A contribution made by the Employers to the Trust that is credited to one or more Participant’s Accounts in accordance with Section 3.2.

1.26   Participant .  An Eligible Employee who has become a Participant as provided in Section 2.1 and whose Account has not been fully distributed.

1.27   Plan .  This Amended and Restated Movado Group, Inc. Deferred Compensation Plan for Executives.

1.28   Plan Year .  The twelve (12) month period commencing each January 1 and ending each December 31.

1.29   Total and Permanent Disability .  Any medically determinable physical or mental disorder that renders a Participant incapable of continuing in the employment of an Employer and which is expected to continue for the remainder of a Participant’s life, as determined by the Administrator in its sole discretion.

1.30   Trust .  The trust under the Plan, which trust shall at all times constitute a "rabbi trust".

1.31   Trustee .  The trustee under the Trust and any successor Trustee appointed pursuant to the Trust.

1.32   Unforeseeable Emergency .                                                                 A severe financial hardship to a Participant resulting from (i) an illness or accident of the Participant, the Participant's spouse, the Participant's beneficiary, or the Participant's dependent (as defined in Section 152 of the Code, without regard to Section 152(b)(1), 152(b)(2) and 152(d)(1)(B)); (ii) loss of the Participant's

1.33   Year of Service .  A Participant’s twelve (12) month period of employment with an Employer beginning on the Participant’s first day of employment with the Employer.  Periods of employment of less than twelve (12) full months shall not constitute a Year of Service.

2.1   Eligibility for Participation .

(a)   The Employers shall determine which Eligible Employees shall become Participants and the category of benefits, under Section 2.3, to which they will be  entitled.  The Employers’ determination under this Section 2.1 and under Section 2.3 shall be set forth in Schedule A, attached hereto.

(b)   An Employer may determine that a Participant shall cease being a Participant as of any date specified by it; provided , however , that the Employer may not reduce the Account of any such Participant as of the date such determination is made.  Any such determination shall be specified in Schedule B, attached hereto.

2.2   Commencement of Participation .

(a)   Each Eligible Employee selected to become a Participant (pursuant to Section 2.1) shall become a Participant as of the date specified by an Employer.

(b)   Notwithstanding Section 2.2(a), a Compensation Deferral Election with respect to a Plan Year shall not be effective except to the extent it complies with Section 3.1.

2.3   Benefits .  The Employers shall determine, from time to time, whether a Participant is to be treated as a Group I or Group II Employee.  An Employer may change the

3.1   Compensation Deferrals .

(a)   The Employers shall credit to the Account of a Participant an amount equal to the amount designated in the Participant’s Compensation Deferral Election for each Plan Year.  Such amounts shall not be made available to such Participant, except as provided in ARTICLE VI, and shall reduce such Participant’s Compensation from an Employer in accordance with the provisions of the applicable Compensation Deferral Election; provided , however , that all such amounts shall be subject to the rights of the general creditors of each of the Employers as provided in ARTICLE VIII.

(b)   Each Eligible Employee shall deliver a Compensation Deferral Election to his or her Employer before any Compensation Deferrals become effective.  Such Compensation Deferral Election shall be void with respect to any Compensation Deferral unless submitted before the beginning of the calendar year during which the amount to be deferred will be earned; provided , however , that in the year in which an Employee is first eligible to participate in this Plan or in any other individual account nonqualified deferred compensation plan maintained by any of the Employers, such Compensation Deferral Election may be filed within thirty (30) days of the date on which the Employee is first eligible to so participate, respectively, with respect to Compensation earned during the remainder of the calendar year, and, provided further , that a Bonus Deferral Election may be submitted as late as by the end of the sixth month of the applicable Bonus performance period.

(c)   The Compensation Deferral Election shall designate the amount of Compensation deferred by each Participant and such other items as the Administrator may prescribe.  A new Compensation Deferral Election shall be required for purposes of each Bonus Deferral.  With respect to Base Salary Deferrals, once the applicable Compensation Deferral Election has been made, the Participant's Base Salary Deferrals shall remain in effect until revoked by the Participant by his or her effecting a new Compensation Deferral Election with

3.2   Matching Contributions .

(a)   For each Plan Year, each Employer shall credit to the Account of each Participant who (i) is employed thereby, (ii) is a Group I Employee and (iii) has made Compensation Deferrals for such Plan Year, a Matching Contribution in an amount equal to one hundred percent (100%) of the amount of such Participant’s Compensation Deferrals for such Plan Year, up to a maximum annual amount equal to ten percent (10%) of the amount of such Participant’s Base Salary in effect as of the last day of such Plan Year.

(b)   Each Employer shall credit to the Account of each Participant who (i) is employed thereby, (ii) is a Group II Employee and (iii) has made Compensation Deferrals for such Plan Year, a Matching Contribution in an amount equal to one hundred percent (100%) of the amount of such Participant’s Compensation Deferrals for such Plan Year, up to a maximum annual amount equal to five percent (5%) of the amount of such Participant’s Base Salary in effect as of the last day of such Plan Year.

(c)   Matching Contributions for a Plan Year will be credited to the Account of a Participant under this Section 3.2 only if the Participant is an Employee on the last day of such Plan Year; provided , however , that this requirement shall be waived in the event of: (i) the death of a Participant during such Plan Year, (ii) the termination of the Participant’s employment with the Employers during such Plan Year after having incurred a Total and Permanent Disability, or (iii) the termination of the Participant’s employment with the Employers during such Plan Year after having attained the age of sixty-five (65).

(d)   Twenty percent (20%) of the amount of each Matching Contribution made for a Participant shall be made in rights to receive shares of Company Stock under Section 3.3.

3.3   Company Stock .

(a)   Matching Contributions for a Participant in the form of rights to receive shares of Company Stock shall consist of bookkeeping credits to the Accounts and Class Year Accounts for such Participant.  Such credits will initially be determined by crediting to such Participant’s Accounts and Class Year Accounts the number of shares (including fractional