Exhibit 10.1
STOCK
OPTION AWARD AGREEMENT
Standard Terms And
Conditions
Fossil, Inc.,
a Delaware corporation (the “Company”) has adopted the
Fossil, Inc. 2008 Long-Term Incentive Plan (the
“Long-Term Incentive Plan”) effective as of the
Effective Date (as defined in the Long-Term Incentive Plan) with
the objective of retaining key executives and other selected
employees and of rewarding them for making major contributions to
the success of the Company and its Subsidiaries (as defined in the
Long-Term Incentive Plan).
The Long-Term
Incentive Plan provides that an employee of the Company or its
Subsidiaries (the “Optionee”) may be granted an Award
(as defined in the Long-Term Incentive Plan), which may consist of
right to purchase a specified number of shares of common stock, par
value $.01 per share (“Common Stock”), of the Company
at a specified price, including rights in the form of nonqualified
stock options.
In consideration
of the premises, the terms and conditions set forth herein, the
terms of the Stock Option Award Letter Agreement (the “Award
Letter”) between the Company and Optionee, the mutual
benefits to be gained by the performance thereof and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
1.
Grant of Award; Nonqualified Stock Options. Subject
to the terms and conditions set forth herein, the Company hereby
grants to the Optionee an Award consisting of options (the
“Options”) to purchase an aggregate of up to but not
exceeding the number of shares of Common Stock (the “Option
Shares”) from the Company and at a price per share as set
forth in the Award Letter (which is equal to or greater than the
fair market value of the Common Stock on the date of grant of the
Options), such number of shares and such price per share being
subject to adjustment from time to time as provided in Articles
12-14 of the Long-Term Incentive Plan. The Options are
intended to be comply with the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended (the
“Code”) and the regulations and other guidance issued
thereunder, so that the Options shall be exempt from such
requirements and this Agreement shall be interpreted to give effect
to such intention; provided, however, that nothing contained herein
shall be construed as a representation, guarantee or other
undertaking on the part of the Company that the Options are or will
be found to be exempt from and not subject to the requirements of
Section 409A or any other regulations or guidance issued
thereunder. The Options shall not be treated as
“incentive stock options” under Section 422 of the
Code.
The grant of this
Award to the Optionee shall not confer any right to such Optionee
(or any other Optionee) to be granted any Option or Award in the
future under the Long-Term Incentive Plan, even if options have
been granted in the past.
2.
Option Period and Vesting. The Options granted
pursuant to this agreement (the “Agreement”) may be
exercised by the Optionee at any time during the ten-year period
beginning on the Grant Date specified in the Award Letter
(“Option Period”), subject to the limitation that such
Options shall vest and become exercisable in accordance with the
Vesting Schedule set forth in the Award Letter (it being understood
that the right to purchase the Option Shares shall be cumulative,
so that the Optionee may purchase on or after any anniversary and
during the remainder of the Option Period that number of Option
Shares which the Optionee was entitled to purchase but did not
purchase during any preceding period or periods).
Notwithstanding
the Vesting Schedule set forth in the Award Letter: (i) the
Committee may in its discretion at any time accelerate the vesting
of the Options; and (ii) all of the Options granted hereunder
shall vest upon a Change in Control of the Company.
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3.
Method of Exercise. The Options granted pursuant to
this Agreement may be exercised by the Optionee by giving written
notice of exercise to the Secretary of the Company, which notice
shall (i) state the number of Option Shares with respect to
which such Options are being exercised and (ii) be accompanied
by a check, cash or money order payable to the Company in the full
amount of the exercise price for such Options or, at the option of
the Company, by means of a cashless exercise procedure through the
use of a brokerage arrangement approved by the Company (or any
combination of cash, check, money order or cashless exercise
procedure). Any shares of Common Stock delivered in
satisfaction of all or a portion of the exercise price shall be
appropriately endorsed for transfer to the Company or shall be
accompanied by appropriate stock powers duly executed for transfer
to the Company. As promptly as practicable following the
receipt of such written notification and payment, the Company shall
electronically register one share of Common Stock in the
Optionee’s name for each Option Share with respect to which
the Options have been exercised.
4.
Termination in Event of Nonemployment. In the event
that the Optionee ceases to be employed by the Company or any of
its Subsidiaries during the Option Period for any reason other than
death, the Options granted pursuant to this Agreement shall
terminate, except to the extent that they are exercisable on the
date the Optionee ceases to be so employed. To the extent
that such Options are exercisable on the date that the Optionee
ceases to be employed by the Company or any of its Subsidiaries for
any reason other than death, such Options may be exercised by the
Optionee during the three-month period beginning on such date but
shall terminate and be of no further force or effect at the end of
such period.
5.
Acceleration in Event of Death. In the event that the
Optionee ceases to be employed by the Company or any of its
Subsidiaries during the Option Period by reason of death at a time
when the Options granted pursuant hereto are still in force and
unexpired, such unmatured Options shall be accelerated. Such
acceleration shall be effective as of the date of death of the
Optionee, and each Option so accelerated may be exercised by the
person or persons to whom the Optionee’s rights shall pass
pursuant to Section 16.7 of the Long-Term Incentive Plan
during the 12-month period beginning on such date but shall
terminate at the end of such period.
6. Assignability. The
Options granted pursuant hereto shall not be assignable or
transferable by the Optionee other than by will or the laws of
descent and distribution or pursuant to a qualified domestic
relations order as defined by Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended. Any
attempt to do so contrary to the provisions hereof shall be null
and void. No assignment of the Options
herein granted shall be effective to bind the Company unless the
Company shall have been furnished with written notice thereof and a
copy of such documents and evidence as the Company may deem
necessary to establish the validity of the assignment and the
acceptance by the assignee or assignees of the terms and conditions
hereof.
7.
No Stockholder Rights and No Stock Certificates. The
Optionee shall have no rights as a stockholder of the Company with
respect to the Option Shares unless and until such Option Shares
shall have been electronically registered by the Company in the
Optionee’s name. Until such time, the Optionee shall
not be entitled to dividends or distributions in respect of any
Option Shares or to vote such shares on any matter submitted to the
stockholders of the Company. In addition, except as to
adjustments that may from time to time be made by the Committee in
accordance with the Long-Term Incentive Plan, no adjustment shall
be made or required to be made in respect of dividends (ordinary or
extraordinary, whether in cash, securities or any other property)
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