EXHIBIT 4.4
TIFFANY & CO.
2008 DIRECTORS EQUITY COMPENSATION PLAN
Section 1
General
1.1
Purpose. The Tiffany
& Co. 2008 Directors Equity Compensation Plan(the
"Plan") has been
established
by Tiffany & Co.,
a Delaware
corporation, (the
"Company") to advance
the interests
of the Company by
enabling the Company to
attract, retain and
motivate qualified
individuals
to serve on the
Company's
Board of Directors and to further link Participants' interests with
those of the
Company's stockholders
through compensation that is based on the Company's
Common Stock, thereby promoting the long-term financial interests
of the Company
and its Related
Companies,
including the growth in value of the Company's
stockholders' equity
and the enhancement of long-term returns to the Company's
stockholders.
1.2
Participation.
Subject to the terms
and conditions of the
Plan, the
Committee shall, from time to time, determine and designate from among
Eligible
Individuals those persons who will be granted one or more Awards
under the Plan.
Eligible Individuals
who are granted Awards become "Participants" in the Plan.
At the discretion
of the Committee, a Participant may be granted any Award
permitted under
the provisions of the Plan, and more than one Award may be
granted to a
Participant. Awards
need not be identical but shall be subject to
the terms and conditions specified in the Plan. Subject to the last two
sentences of subsection 2.2 of the Plan, Awards may be granted as
alternatives
to or in replacement for awards outstanding under the Plan, or any
other plan or
arrangement of the Company.
1.3
Operation,
Administration,
and Definitions. The operation and
administration of the
Plan, including the
Awards made under the Plan, shall be
subject to
the provisions of Section 4 (relating to operation and
administration).
Initially capitalized
terms used in the Plan shall be defined
as set forth in the Plan (including in the definitional
provisions of Section
7
of the Plan).
1.4
Prior Plan. This Plan
is intended to become
effective on approval
by
the Company's
stockholders, as
provided for in Section 4.1 below. This Plan is
intended to replace the Company's 1998 Directors Option Plan approved by the
Company's stockholders
on May 21, 1998 (the
"Prior Plan"). In
accordance with
the terms of the Prior Plan: (i) no Award may be granted or
otherwise made under
the Prior Plan after
May 21, 2008,
but (ii) the Prior
Plan shall remain in
effect as long as any
awards under the Prior Plan are outstanding. Shares
subject to the Prior Plan which are not subject to outstanding
awards under the
Prior Plan as of the
Effective Date of this
Plan (see subsection
4.1 of this
Plan) and which have not been delivered to participants
under the Prior Plan
as
of such Effective Date
may not be awarded under the Prior Plan on or after such
Effective Date and the
Prior Plan shall be deemed amended accordingly on such
Effective Date. Shares
subject to the Prior Plan, as described in the preceding
sentence, shall not be deemed transferred to this Plan.
Section 2
Options
2.1
Definition.
The grant of an
"Option" entitles the Participant to
purchase Shares at an
Exercise Price
established
by the Committee. Options
granted under this Section 2 shall be Non-Qualified Options. A "Non-Qualified
Option" is an Option that is not intended to be an "incentive stock option" as
that term is described in section 422(b) of the Code.
2.2
Exercise Price. The
per-share "Exercise
Price" of each Option granted
under this
Section 2 shall be established by the Committee or shall be
determined by a formula established by the Committee at or prior to
the time the
Option is granted; except that the Exercise Price shall not be less
than 100% of
the Fair Market Value of a Share as of the Pricing Date unless the Participant
has agreed to forgo all or a portion of his or her annual cash
retainer or other
fees for service as a director of the Company in exchange for the Option, in
which case the
difference between (a)
the aggregate
Fair Market Value of
the
Shares subject
to the Option as of the Pricing Date and (b) the aggregate
Exercise Price for the Shares subject to the Option shall be equal
to the amount
of the cash retainer or other such fees agreed to be forgone by the
Participant.
For purposes of the preceding sentence, the "Pricing Date" shall be the
date on
which the Option is granted unless the Option is granted on a
date on which the
principal exchange
on which the Stock is
then listed or admitted to trading is
closed for trading, in
which case the
"Pricing Date" shall
be the most recent
date on which such
exchange was open for
trading prior to such grant date.
Except as provided in subsection 4.2(c), the Exercise Price of any Option may
not be decreased after
the grant of the Award. An Option may not be surrendered
as consideration in exchange for a new Award with a lower Exercise
Price.
2.3
Exercise. Options
shall be exercisable
in accordance with
such terms
and conditions
and during such
periods as may be
established by the Committee
provided that no Option shall be exercisable after, and each Option
shall become
void no later than,
the tenth (10th )
anniversary of the
date of the grant of
such option.
2.4
Payment of Option Exercise Price. The payment of the Exercise Price
of
an Option granted under this Section 2 shall be subject to the
following:
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(a)
The Exercise Price may
be paid by ordinary check or such other form of
tender as the Committee may specify.
(b)
If permitted by the
Committee, the Exercise Price for Shares purchased
upon the exercise of an Option may be paid in part or in full by
tendering Shares
(by either actual delivery of shares or by
attestation, with such
shares valued at Fair
Market Value as of
the
date of exercise).
The Committee may refuse to accept payment in
Shares if such payment
would result in an
accounting
charge to the
Company.
(c)
The Committee
may permit a
Participant
to elect to pay the
Exercise
Price upon the
exercise of an Option
by irrevocably
authorizing
a
third party to sell Shares acquired upon exercise of the
Option (or a
sufficient portion
of such shares) and remit to the Company a
sufficient portion of
the sale proceeds
to pay the entire
Exercise
Price and any tax withholding resulting from such exercise.
Section 3
Stock Awards
3.1
Definition.
A "Stock Award" is a grant of Shares or of a right to
receive Shares.
3.2
Restrictions on Stock
Awards.Each Stock Award shall be subject to such
conditions,
restrictions and
contingencies,
if any, as the
Committee shall
determine.
Section 4
Operation and Administration
4.1
Effective Date and
Duration.Subject to approval of the stockholders of
the Company at the Company's 2008 annual meeting, the Plan shall be
effective as
of the date of such approval (the "Effective Date") and shall remain in
effect
as long as any Awards under the Plan are outstanding; provided,
however, that no
Award may be granted
or otherwise made under the Plan on a date that
is more
than ten (10) years from the Effective Date.
4.2
Shares Subject to
Plan.
(a)
(i) Subject to the
following provisions
of this subsection
4.2, the
maximum
aggregate number
of Shares that may be delivered to
Participants and
their beneficiaries under the Plan shall be One
Million (1,000,000)
Shares, provided that such maximum shall be
reduced by one and 58 hundredths (1.58) of a Share for each Share
that
is delivered pursuant
to a Stock Award.
Shares issued under the Plan
may be authorized
and unissued
Shares or Shares
reacquired
by the
Company.
(ii) Any Shares
granted under the Plan that are forfeited because of
the failure to meet a Stock Award contingency or condition shall
again
be available for
delivery pursuant to
new Awards granted
under the
Plan. To the extent
any Shares covered by
an Award are not delivered
to a Participant or a Participant's beneficiary because the Award is
forfeited or
canceled, such shares shall not be deemed to
have been
delivered for purposes
of determining
the maximum
number of Shares
available for delivery under the Plan.
(iii) If the Exercise Price and/or tax withholding obligation for any
Option or Award
granted under
the Plan is
satisfied by tendering
Shares to the Company (by either actual delivery or attestation) or
by
the Company
withholding Shares,
the number of Shares
issued on such
exercise or Award without offset for the number of Shares so
tendered
shall be deemed
delivered for
purposes of
determining
the maximum
number of Shares
available for delivery under the Plan; if the
Exercise Price and/or
tax withholding
obligation
for any Option or
Award granted under
the Plan is satisfied by the Company withholding
Shares, the full
number of Shares for which such Option was exercised
or such Award was granted, without reduction for the number
of Shares
withheld, shall be
deemed delivered for
purposes of determining the
maximum number of Shares available for delivery under the Plan.
(b)
Subject to adjustment
under paragraph 4.2(c), the following additional
limitation is imposed under the Plan: the maximum aggregate number of
Shares that may be awarded to any one Participant in any single
fiscal
year of the Company, either as Shares subject to Options, Stock
Awards
or any combination
of Options and Stock
Awards shall be
Twenty-five
Thousand (25,000) Shares.
(c)
If the outstanding
Shares are increased
or decreased, or are
changed
into or exchanged for cash, property, or a different number or kind
of
shares or securities, or if cash, property or Shares or other
securities are distributed in respect of such outstanding
Shares, in
either case
as a result of one or more mergers, reorganizations,
reclassifications,
recapitalizations,
stock splits,
reverse stock
splits, stock
dividends,
dividends (other than regular, quarterly
dividends), or other
distributions,
spin-offs or the like, or if
substantially all of
the property and assets of the Company are sold,
then, unless the terms
of the transaction
shall provide
otherwise,
appropriate
adjustments shall be
made in the number
and/or type of
shares or securities
for which Awards may thereafter be granted under
the Plan
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and for which Awards then outstanding under the Plan may thereafter
be
exercised. Any such
adjustments in
outstanding Awards
shall be made
without changing
the aggregate Exercise Price applicable to the
unexercised portions
of outstanding Options. The Committee shall make
such adjustments to preserve the benefits or potential benefits of
the
Plan and the Awards;
such adjustments may
include, but shall not
be
limited to, adjustment of: (i) the number and kind of shares which
may
be delivered
under the Plan; (ii) the number and kind of shares
subject to outstanding Awards; (iii) the Exercise Price of
outstanding
Options; (iv) the
limit specified in subsection 4.2(b) above; and (v)
any other adjustments
that the Committee
determines to be equitable.
No right to purchase or receive fractional shares shall result from
any adjustment in
Options or Stock Awards pursuant to this paragraph
4.2(c). In case of any
such adjustment,
Shares subject to the Option
or Stock Award shall be rounded up to the nearest whole Share.
4.3
Limit on Distribution.
Distribution
of Shares or other
amounts under
the Plan shall be subject to the following:
(a)
Notwithstanding
any other provision of the Plan,
the Company
shall
have no obligation
to deliver any Shares
under the Plan or make
any
other distribution of
benefits under the Plan unless such delivery or
distribution would comply with all applicable laws (including,
without
limitation, the
requirements
of the Securities Act
of 1933) and the
applicable
requirements of any securities exchange or similar entity
and the Committee may impose such restrictions on any Shares
acquired
pursuant to the Plan as the Committee may deem advisable, including,
without limitation,
restrictions under
applicable federal securities
laws, under the
requirements
of any stock
exchange or market upon
which such Shares are then listed and/or traded, and under any blue
sky or state
securities laws applicable to s
