G-III APPAREL GROUP,
LTD.
2005 STOCK INCENTIVE PLAN
(As amended on June 7, 2007,
September 11, 2007 and June 9, 2009)
1.
Purpose . The purpose of the G-III Apparel Group, Ltd. 2005
Stock Incentive Plan (the “ Plan ”) is to enable
G-III Apparel Group, Ltd., a Delaware corporation (the “
Company ”), and its stockholders to secure the
benefits of ownership of Company common stock, $.01 par value (the
“ Common Stock ”), by eligible personnel of the
Company and its affiliates. The Board of Directors of the Company
(the “ Board ”) believes that the grant of
awards pursuant to the Plan will foster the Company’s ability
to attract, retain and motivate such persons.
2. Types
of Awards . Awards under the Plan may be in the form of any one
or more of the following: (a) options to purchase shares of
Common Stock at a specified price during specified time periods
granted pursuant to Section 7(b) (“ Options ”),
including Options intended to qualify as “incentive stock
options” (“ ISOs ”) under Section 422
of the Internal Revenue Code of 1986, as amended (the “
Code ”), and Options that do not qualify as ISOs;
(b) stock appreciation rights granted pursuant to Section 7(c)
(“ SARs ”); (c) Common Stock granted
pursuant to Section 7(d) which is subject to certain restrictions
and to a risk of forfeiture (“ Restricted Stock
”); (d) rights to receive Common Stock at the end of a
specified deferral period granted pursuant to Section 7(e) (“
Deferred Stock ”), whether denominated as “stock
units,” “restricted stock units,” “phantom
shares” or “performance shares”; (e) other
stock-based awards granted pursuant to Section 7(f) (“
Other Stock-Based Awards ”); and/or (f)
performance-based awards granted pursuant to Section 7(h) (“
Performance Awards ”).
3.
Available Shares . Subject to the provisions of
Section 9, the Company may issue a total of 3,449,771 shares
of Common Stock pursuant to the Plan. Notwithstanding the preceding
sentence, subject to the provisions of Section 9, in no event
may more than 1,340,000 shares of Common Stock be issued pursuant
to the exercise of ISOs granted under the Plan. In determining the
number of shares available for issuance pursuant to the Plan at any
time, the following shares shall be deemed not to have been issued
(and shall remain available for issuance) pursuant to the Plan:
(a) shares subject to an award that is forfeited, canceled,
terminated or settled in cash; (b) shares repurchased by the
Company from the recipient of an award for not more than the
original purchase price of such shares or forfeited to the Company
by the recipient of an award; and (c) shares withheld or tendered
by the recipient of an award as payment of the exercise or purchase
price under an award or the tax withholding obligations associated
with an award. Such shares may be either authorized and unissued or
held by the Company in its treasury. No fractional shares of Common
Stock may be issued under the Plan.
4.
Per-Person Award Limitation . In each fiscal year during any
part of which the Plan is in effect, an eligible person may be
granted awards intended to qualify as “performance-based
compensation” under Section 162(m) of the Code relating to up
to his Annual Share Limit. Subject to the provisions of
Section 9, an eligible person’s “Annual Share
Limit” shall equal, in any year during any part of which the
eligible person is then eligible under the Plan, 50,000
shares plus the
amount of the eligible person’s unused Annual Share Limit as
of the close of the previous year.
(a)
Committee . The Plan shall be administered by the
Compensation Committee of the Board or such other committee
appointed by the Board to administer the Plan from time to time
(the “ Committee ”). The full Board may perform
any function of the Committee hereunder, in which case the term
“Committee” shall refer to the Board. Notwithstanding
the foregoing, the Compensation Committee will have sole
responsibility and authority for matters relating to the grant and
administration of awards to non-employee directors of the
Company.
(b)
Responsibility and Authority of Committee . Subject to the
provisions of the Plan, the Committee, acting in its discretion,
shall have responsibility and full power and authority to
(i) select the persons to whom awards shall be made;
(ii) prescribe the terms and conditions of each award and make
amendments thereto; (iii) construe, interpret and apply the
provisions of the Plan and of any agreement or other document
evidencing an award made under the Plan; and (iv) make any and
all determinations and take any and all other actions as it deems
necessary or desirable in order to carry out the terms of the Plan.
In exercising its responsibilities under the Plan, the Committee
may obtain at the Company’s expense such advice, guidance and
other assistance from outside compensation consultants and other
professional advisers as it deems appropriate.
(c)
Delegation of Authority . To the fullest extent authorized
under Section 157(c) of the Delaware General Corporation Law, the
Committee may delegate to officers of the Company or any affiliate,
or committees thereof, the authority, subject to such terms as the
Committee shall determine, to perform such functions, including
administrative functions, as the Committee may
determine.
(d)
Committee Actions . A majority of the members of the
Committee shall constitute a quorum. The Committee may act by the
vote of a majority of its members present at a meeting at which
there is a quorum or by unanimous written consent. The decision of
the Committee as to any disputed question, including questions of
construction, interpretation and administration, shall be final and
conclusive on all persons. The Committee shall keep a record of its
proceedings and acts and shall keep or cause to be kept such books
and records as may be necessary in connection with the proper
administration of the Plan.
(e)
Indemnification . The Company shall indemnify and hold
harmless each member of the Board, the Committee or any officer or
subcommittee member to whom authority is delegated by the Committee
and any employee of the Company who provides assistance with the
administration of the Plan from and against any loss, cost,
liability (including any sum paid in settlement of a claim with the
approval of the Board), damage and expense (including reasonable
legal fees and other expenses incident thereto and, to the extent
permitted by applicable law, advancement of such fees and expenses)
arising out of or incurred in connection with the Plan, unless and
except to the extent attributable to such person’s fraud or
willful misconduct.
6.
Eligibility . Awards may be granted under the Plan to any
member of the Board (whether or not an employee of the Company or
its affiliates), to any officer or other employee of the Company or
its affiliates (including prospective officers and employees) and
to any consultant or other independent contractor who performs or
will perform services for the Company or its affiliates.
7.
Specific Terms of Awards .
(a)
General . Awards may be granted on the terms and conditions
set forth in this Section 7. In addition, the Committee may
impose on any award or the exercise thereof, at the date of grant
or thereafter, such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee
shall determine, including terms requiring forfeiture of awards in
the event of termination of employment or service by the recipient.
The Committee shall require the payment of lawful consideration for
an award to the extent necessary to satisfy the requirements of the
Delaware General Corporation Law, and may otherwise require payment
of consideration for an award except as limited by the Plan. The
Committee may not accelerate the vesting of an outstanding award in
connection with the termination of a participant’s employment
unless either (1) such termination is in connection with a
change in control or the participant’s death, total
disability or retirement, or (2) such termination occurs for
any other reason and the net number of shares the Company would
issue by reason of such acceleration of vesting would not cause the
Company to exceed the 10% limitation contained in Section 7(g)
(relating to the issuance of shares under full value stock awards),
determined as if such issuance would be made pursuant to a full
value stock award.
(b)
Stock Options . The Committee is authorized to grant Options
to eligible persons on the following terms and
conditions:
(i)
Exercise Price . The exercise price per share of Common
Stock purchasable under an Option shall be determined by the
Committee, provided that such exercise price shall not be less than
the Fair Market Value (as defined below) of a share of Common Stock
on the date of grant of such Option.
(ii)
Option Term; Time and Method of Exercise . The Committee
shall determine the term of each Option, which in no event shall
exceed a period of ten years from the date of grant. The Committee
shall determine the time or times at which or the circumstances
under which an Option may be exercised in whole or in part
(including based on achievement of performance goals and/or future
service requirements), the methods by which such exercise price may
be paid or deemed to be paid and the form of such payment
(including, without limitation, cash, Common Stock (including
through withholding of Common Stock deliverable upon exercise),
other awards or awards granted under other plans of the Company or
any affiliate, or other property (including through “cashless
exercise” arrangements, to the extent permitted by applicable
law) and the methods by or forms in which Common Stock shall be
delivered or deemed to be delivered in satisfaction of
Options.
(iii)
ISO Grants to 10% Stockholders . Notwithstanding anything to
the contrary in this Section 7(b), if an ISO is granted to an
employee who owns stock representing more than 10% of the voting
power of all classes of stock of the Company or a
subsidiary
corporation
thereof (as such term is defined in Section 424 of the Code),
the term of the Option shall not exceed five years from the date of
grant and the exercise price shall be at least 110% of the Fair
Market Value (on the date of grant) of the Common Stock subject to
the Option.
(c)
Stock Appreciation Rights . The Committee is authorized to
grant SARs to eligible persons on the following terms and
conditions:
(i)
Right to Payment . A SAR shall confer on the recipient a
right to receive a payment, in shares of Common Stock, with a value
equal to the excess of the Fair Market Value of a specified number
of shares of Common Stock at the time the SAR is exercised over the
exercise price of such SAR, which shall be no less than the Fair
Market Value of the same number of shares at the time the SAR was
granted.
(ii)
Other Terms . The Committee shall determine the time or
times at which and the circumstances under which a SAR may be
exercised in whole or in part (including based on achievement of
performance goals and/or future service requirements), the method
of exercise, the method by or forms in which Common Stock shall be
delivered or deemed to be delivered to recipients upon exercise of
a SAR, whether or not a SAR shall be free-standing or in tandem or
combination with any other award, and the maximum term of an SAR,
which in no event shall exceed a period of ten years from the date
of grant.
(d)
Restricted Stock . The Committee is authorized to grant
Restricted Stock to eligible persons on the following terms and
conditions:
(i)
Grant and Restrictions . Restricted Stock shall be subject
to such restrictions on transferability, risk of forfeiture and
other restrictions, if any, as the Committee may impose, which
restrictions may lapse separately or in combination at such times,
under such circumstances (including based on achievement of
performance goals and/or future service requirements), in such
installments or otherwise and under such other circumstances as the
Committee may determine at the date of grant or thereafter.
Notwithstanding the foregoing, (i) the original stated
time-based vesting period applicable to a restricted stock award
may not be shorter than three years, and (ii) the original stated
performance period applicable to performance-based vesting of a
restricted stock award may not be shorter than one year. Except to
the extent restricted under the terms of the Plan and any award
document relating to the Restricted Stock, a recipient of
Restricted Stock shall have all of the rights of a stockholder,
including the right to vote the Restricted Stock and the right to
receive dividends thereon (subject to any mandatory reinvestment or
other requirements imposed by the Committee).
(ii)
Forfeiture . Except as otherwise determined by the
Committee, upon termination of employment or service during the
applicable restri
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