Exhibit 10.2
STOCK
OPTION AWARD AGREEMENT
International Terms and
Conditions
For Non-US
Optionees
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.
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. Subject to the terms and conditions
set forth herein, the Company hereby grants to the Optionee an
Award consisting of U.S. non-statutory 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, 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
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, together with the attached Appendix A
(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.
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, 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). 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.
Tax Withholding . Regardless of any action the Company
or Optionee’s employer (the “Employer”) takes
with respect to any or all income tax, social insurance, payroll
tax, payment on account or other tax-related withholding
(“Tax-Related Items”), Optionee acknowledges that the
ultimate liability for all Tax-Related Items legally due by him or
her is and remains Optionee’s responsibility and that the
Company and/or the Employer (a) make no representations or
undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the Option grant, including the
grant, vesting or exercise of the Option, the subsequent sale of
shares of Common Stock acquired pursuant to such exercise and the
receipt of any dividends; and (b) do not commit to structure
the terms of the grant or any aspect of the Option to reduce or
eliminate Optionee’s liability for Tax-Related Items.
Prior to exercise of the Option, Optionee will
pay or make adequate arrangements satisfactory to the Company
and/or the Employer to satisfy all Tax-Related Items withholding
obligations of the Company and/or the Employer. In this
regard, Optionee authorizes the Company and/or the Employer to
withhold all applicable Tax-Related Items legally payable by
Optionee from his or her wages or other cash compensation paid to
Optionee by the Company and/or the Employer. Alternatively,
or in addition thereto, the Company may withhold Tax-Related Items
from all or any portion of such Options by withholding a portion of
the Option Shares or selling or arranging for the sale of Option
Shares having a Fair Market Value on the date of exercise, as
determined in accordance with Section 2.17 of the Long Term
Incentive Plan, equal to the amount required to be withheld or
paid. If the Optionee is subject to the short swing profits
recapture provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
the Company may impose such additional restrictions as may be
necessary to ensure that the satisfaction of withholding
requirements by the withholding of a portion of the Option Shares
shall be exempt from the short swing profits recapture provisions
of Section 16(b) of the Exchange Act. If the
Company withholds in Option Shares, the Company will withhold the
amount of shares of Common Stock necessary to satisfy the minimum
withholding amount. Finally, Optionee will pay to the Company
or the Employer any amount of Tax-Related Items that the Company or
the Employer may be required to withhold as a result of
Optionee’s participation in the Long-Term Incentive Plan or
Optionee’s purchase of shares of Common Stock that cannot be
satisfied by the means previously described. The Company may
refuse to honor the exercise and refuse to deliver the shares of
Common Stock if Optionee fails to comply with his or her
obligations in connection with the Tax-Related Items as described
in this section.
5.
Nature of Grant . In accepting the grant, Optionee
acknowledges that:
(a)
the Long-Term Incentive Plan is established voluntarily by the
Company, it is discretionary in nature and it may be modified,
amended, suspended or terminated by the Company at any time, unless
otherwise provided in the Long-Term Incentive Plan and this
Agreement;
(b)
the grant of the Option is voluntary and occasional;
(c)
all decisions with respect to future option grants, if any, will be
at the sole discretion of the Company;
(d)
the Optionee’s participation in the Long-Term Incentive Plan
will not create a right to further employment with the Employer and
shall not interfere with the ability of the Employer to terminate
Optionee’s employment relationship at any time with or
without cause;
2
(e)
the Optionee is voluntarily participating in the Long-Term
Incentive Plan;
(f)
the Option is an extraordinary item that does not constitute
compensation of any kind for services of any kind rendered to the
Company or the Employer, and which is outside the scope of
Optionee’s employment contract, if any;
(g)
the Option is not part of normal or expected compensation or salary
for any purposes, including, but not limited to, calculating any
severance, resignation, termination, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement
benefits or similar payments and in no event should be considered
as compensation for, or relating in any way to, past services for
the Company or the Employer;
(h)
in the event that Optionee is not an employee of the Company, the
Option grant will not be interpreted to form an employment contract
or relationship with the Company; and furthermore, the Option grant
will not be interpreted to form an employment contract with the
Employer or any subsidiary or affiliate of the Company;
(i)
the future value of the underlying shares of Common Stock is
unknown and cannot be predicted with certainty;
(j)
if the underlying shares of Common Stock do not increase in value,
the Option will have no value;
(k)
if Optionee exercises his or her Option and obtain shares of Common
Stock, the value of those shares of Common Stock acquired upon
exercise may increase or decrease in value, even below the exercise
price; and
(l)
in consideration of the grant of the Option, no claim or
entitlement to compensation or damages shall arise from termination
of the Option or diminution in value of the Option or shares of
Common Stock purchased through exercise of the Option resulting
from termination of Optionee’s employment by the Company or
the Employer (for any reason whatsoever and whether or not in
breach of local labor laws) and Optionee irrevocably releases the
Company and the Employer from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court
of competent jurisdiction to have arisen, then, by signing this
Agreement, Optionee will be deemed irrevocably to have waived his
or her entitlement to pursue such claim.
6.
Data Privacy. Optionee hereby explicitly and
unambiguously consents to the collection, use and transfer, in
electr
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