Exhibit 10(f)
OXFORD INDUSTRIES, INC.
AMENDED AND RESTATED
LONG-TERM STOCK INCENTIVE PLAN
(as of April 2, 2007)
1. Purpose. The purpose
of the Oxford Industries, Inc. Amended and Restated Long-Term Stock
Incentive Plan (the “Plan”) is to attract and retain
employees and directors for Oxford Industries, Inc. and its
subsidiaries and to provide such persons with incentives and
rewards for superior performance.
2. Definitions. The
following terms shall be defined as set forth below:
(a) “Award” means
any Option, Stock Appreciation Right, Restricted Share or
Restricted Share Unit.
(b) “Board” means
the Board of Directors of the Company.
(c) “ Code
” means the Internal Revenue Code of 1986, as amended
from time to time.
(d) “ Committee
” means the committee described in Section 4 of
this Plan.
(e) “ Company
” means Oxford Industries, Inc., a Georgia
corporation, or any successor corporation.
(f) “ Employee
” means any person, including an officer, employed by
the Company or a Subsidiary.
(g) “Fair Market
Value” means the fair market value of the Shares as
determined by the Committee from time to time. Unless otherwise
determined by the Committee, the fair market value shall be the
closing price for the Shares reported on a consolidated basis on
the New York Stock Exchange on the relevant date or, if there were
no sales on such date, the closing price on the nearest preceding
date on which sales occurred.
(h) “ Grant
Date” means the date specified by the Committee on
which a grant of an Award shall become effective, which shall not
be earlier than the date on which the Committee takes action with
respect thereto.
(i) “ Option
” means any option to purchase Shares granted under
Section 5 of this Plan.
(j) “ Optionee
” means the person so designated in an agreement
evidencing an outstanding Option.
(k) “Participant”
means an Employee or nonemployee Director who is selected by the
Committee to receive benefits under this Plan, provided that
nonemployee Directors shall not be eligible to receive grants of
Incentive Stock Options.
(l) “ Performance
Objectives” means the performance objectives that may
be established pursuant to this Plan for Participants who have
received grants of Restricted Shares or Restricted Share Units.
Performance Objectives may include the achievement of a specified
target, or target
growth in, one
or more of the following: (i) earnings before interest
expense, taxes, depreciation and amortization
(“EBITDA”); (ii) earnings before interest expense
and taxes (“EBIT”); (iii) net earnings;
(iv) net income; (v) operating income; (vi) earnings
per share; (vii) book value per share; (viii) return on
shareholders’ equity; (ix) capital expenditures;
(x) expenses and expense ratio management; (xi) return on
investment; (xii) improvements in capital structure;
(xiii) profitability of an identifiable business unit or
product; (xiv) maintenance or improvement of profit margins;
(xv) stock price; (xvi) market share; (xvii) revenues or
sales; (xviii) costs; (xix) cash flow; (xx) working
capital; (xxi) return on (net) assets;
(xxii) economic value added; (xxiii) gross or net profit
before or after taxes or (xxiv) objectively determinable goals
with respect to service or product delivery, service or product
quality, inventory management, customer satisfaction, meeting
budgets and/or retention of employees. Performance objectives may
relate to the Company and/or one or more of its subsidiaries, one
or more of its divisions or units or any combination of the
foregoing, on a consolidated or nonconsolidated basis, and may be
applied on an absolute basis or be relative to one or more peer
group companies or indices, or any combination thereof, all as the
Committee determines. For Awards intended to qualify as
“performance-based compensation” under Section 162(m)
of the Code, these factors will not be altered or replaced by any
other criteria without ratification by the shareholders of the
Company if failure to obtain such approval would result in
jeopardizing the tax deductibility of Performance Awards to
Participants.
(m) “Performance
Period” means a period of time established under
Sections 7 and 8 of this Plan within which the Performance
Objectives relating to a Restricted Share or Restricted Share Unit
are to be achieved.
(n) “ Restricted
Share” means a Share granted under Section 7 of
this Plan.
(o) “Restricted Share
Unit” means a bookkeeping entry that records the
equivalent of one Restricted Share awarded pursuant to
Section 8 of this Plan.
(p) “ Shares
” means shares of the Common Stock of the Company,
$1.00 par value, or any security into which Shares may be converted
by reason of any transaction or event of the type referred to in
Section 10 of this Plan.
(q) “ Stock
Appreciation Right” means a right granted under
Section 6 of this Plan.
(r) “Subsidiary”
means a corporation or other entity (i) more than
50 percent of whose outstanding shares or securities
(representing the right to vote for the election of directors or
other managing authority) are, or (ii) which does not have
outstanding shares or securities (as may be the case in a
partnership, joint venture or unincorporated association), but more
than 50 percent of whose ownership interest (representing the
right generally to make decisions for such other entity) is, now or
hereafter owned or controlled directly or indirectly by the
Company, provided that for purposes of determining whether any
person may be a Participant for purposes of any grant of Incentive
Stock Options, “Subsidiary” means any corporation in
which the Company owns or controls directly or indirectly more than
50 percent of the total combined voting power represented by
all classes of stock issued by such corporation at the time of such
grant.
3. Shares Available Under
the Plan.
(a) Subject to adjustment as
provided in Section 10 of this Plan, the number of Shares that
may be (i) issued or transferred upon the exercise of Options
or Stock Appreciation Rights, (ii) awarded as Restricted Shares and
released from substantial risk of forfeiture, or (iii) issued
or transferred in payment of Restricted Share Units, on or after
the effective date specified in Section 16, shall not in the
aggregate
2
exceed
1,000,000 Shares. In no event, however, shall the number of Shares
issued upon the exercise of Incentive Stock Options exceed 200,000
Shares. Further, in no event shall the number of Restricted Shares
released from substantial risk of forfeiture and the number of
shares issued or transferred in payment of Restricted Share Units
exceed an aggregate of 700,000 Shares, subject to adjustment as
provided in Section 10. Such Shares may be Shares of original
issuance, Shares held in Treasury, or Shares that have been
reacquired by the Company. Shares that were available for grant as
of the effective date of this Plan, or that thereafter otherwise
become available for grant, under any stock option or restricted
stock plan of the Company other than the Plan (including the Oxford
Industries, Inc. 1992 Stock Option Plan, the Oxford Industries,
Inc. 1997 Stock Option Plan, and the Oxford Industries, Inc. 1997
Restricted Stock Plan (collectively, the “Pre-Existing
Plans”)) shall be deemed null and void and shall not be
granted or available for grant under the Pre-Existing Plans or
under the Plan.
(b) Upon payment of the Option
Price upon exercise of a Nonqualified Stock Option by the transfer
to the Company of Shares or upon satisfaction of tax withholding
obligations under the Plan by the transfer or relinquishment of
Shares, there shall be deemed to have been issued or transferred
only the number of Shares actually issued or transferred by the
Company, less the number of Shares so transferred or relinquished.
Upon the payment in cash of a benefit provided by any Award under
the Plan, any Shares that were subject to such Award shall again be
available for issuance or transfer under the Plan.
(c) No Participant may receive
Awards representing more than 300,000 Shares in any one calendar
year.
4. Administration of the
Plan. This Plan shall be administered by one or more committees
appointed by the Board. The interpretation and construction by the
Committee of any provision of this Plan or of any agreement or
document evidencing the grant of any Award and any determination by
the Committee pursuant to any provision of this Plan or any such
agreement, notification or document, shall be final and conclusive.
No member of the Committee shall be liable to any person for any
such action taken or determination made in good faith.
5. Options. The
Committee may from time to time authorize grants to Participants of
options to purchase Shares upon such terms and conditions as the
Committee may determine in accordance with the following
provisions:
(a) Each grant shall specify the
number of Shares to which it pertains.
(b) Each grant shall specify an
Option Price per Share, which shall be equal to or greater than the
Fair Market Value on the Grant Date.
(c) Each grant shall specify the form
of consideration to be paid in satisfaction of the Option Price and
the manner of payment of such consideration, which may include
(i) cash in the form of currency or check or other cash
equivalent acceptable to the Company, (ii) nonforfeitable,
unrestricted Shares owned by the Optionee which have a value at the
time of exercise that is equal to the Option Price, (iii) any
other legal consideration that the Committee may deem appropriate
on such basis as the Committee may determine in accordance with
this Plan, or (iv) any combination of the foregoing.
(d) On or after the Grant Date of any
Option, the Committee may provide for the automatic grant to the
Optionee of a reload Option in the event the Optionee surrenders
Shares in satisfaction of the Option Price upon the exercise of an
Option as authorized under Section 5(c) above. Each reload Option
shall pertain to a number of Shares equal to the number of Shares
utilized by the Optionee to exercise the original Option. Each
reload Option shall have an exercise price equal to
3
Fair Market
Value on the date it is granted and shall expire on the stated
exercise date of the original Option.
(e) Each Option grant may specify a
period of continuous employment of the Optionee by the Company or
any Subsidiary (or, in the case of a nonemployee Director, service
on the Board) that is necessary before the Options or installments
thereof shall become exercisable, and any grant may provide for the
earlier exercise of such rights in the event of a change in control
of the Company or other similar transaction or event.
(f) Options granted under this Plan
may be Incentive Stock Options, Nonqualified Stock Options or a
combination of the foregoing, provided that only Nonqualified Stock
Options may be granted to nonemployee Directors. Each grant shall
specify whether (or the extent to which) the Option is an Incentive
Stock Option or a Nonqualified Stock Option. Notwithstanding any
such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which
|