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Exhibit 10.139
CASH INCENTIVE AWARD AGREEMENT
AGREEMENT made effective February 1, 2005 by and among Tiffany
&
Co., a Delaware corporation (the
"Company"), Tiffany and Company, the New York
subsidiary corporation of the Company
("Tiffany") and [Schedule I]("Executive").
Whereas, on March 19, 1998 the Board of Directors of the
Company
adopted, and on May 21, 1998 the
stockholders of the Company duly approved, the
Company's 1998 Employee Incentive Plan, as
subsequently amended (the "Plan");
and
Whereas, on March 19, 1998 the Stock Option Subcommittee of the
Compensation Committee of the Company was
appointed the "Committee" under the
Plan by said Board of Directors; and
NOW THEREFORE, based upon the foregoing and in consideration of
the
mutual promises hereinafter set forth, it
is hereby AGREED as follows:
1. This
Agreement is intended to be an Award Agreement under the Plan
and
is subject to all terms and conditions set
forth in such Plan, including the
Plan provisions limiting implied
rights.
2.
Executive agrees that he shall not be entitled to any cash bonus
in
respect of the fiscal year ending January
31, 2006 except as provided
