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EXHIBIT 10.2
FORM OF
OXFORD INDUSTRIES, INC.
NON-EMPLOYEE DIRECTOR
PERFORMANCE SHARE AWARD AGREEMENT
This Agreement is entered into as of August
25, 2005, by and between <<Name>>
("you") and Oxford Industries, Inc., a
Georgia corporation ("Oxford"), to set
forth the terms and conditions of a
Performance Share Award granted to you
pursuant to the Oxford Industries, Inc.
Long-Term Stock Incentive Plan (the
"Plan"). All capitalized terms have the
meanings set forth in the Plan unless
otherwise specifically provided.
1.
Performance Share Award. Oxford hereby grants to you a
Performance
Share Award, subject to the terms and conditions of this Agreement
and
of the Plan and to your consent to those terms and conditions.
A
Performance Share Award provides you with the opportunity to
earn
restricted shares of Oxford's Common Stock, par value $1.00 per
share
("Restricted Stock"), contingent upon the achievement of
Performance
Objectives established by the Committee. All capitalized terms
have
the
meanings set forth in the Plan unless otherwise specifically
provided.
2.
Performance Objective Achievement Required. You will receive shares
of
Restricted Stock under this Performance Share Award only if
Oxford
achieves the
Performance Objectives during the Performance Period and
the Committee certifies in writing that the Performance
Objectives
have been achieved. If the Performance Objectives are not achieved,
a
portion or all of your Performance Share Award will be canceled
and
you will receive no Restricted Stock for the canceled portion of
the
Award.
3.
Performance Share Award Opportunity. This Performance Share
Award
offers you the opportunity to earn the number of shares of
Restricted
Stock specified below.
<Table>
<Caption>
Threshold
Share Opportunity
Target Share Opportunity
Maximum Share Opportunity
<S>
<C>
<C>
1 Share
<<Target Shares>>Shares
<<Maximum Shares>>Shares
</Table>
4.
Performance Period. The Performance Period shall be the period
beginning June 4, 2005 and ending June 2, 2006.
5.
Performance Objectives. You will earn shares of Restricted Stock
under
this Performance Share Award based on Oxford's "Earnings per
Share"
during the Performance Period. For purposes of this Agreement,
Earnings per Share shall be equal to the basic Earnings per
Share
calculated in accordance with accounting principles generally
accepted
in the United States and as reported in Oxford's financial
statements
as filed with the Securities Exchange Commission, except that
certain
adjustments may be made for certain non-recurring or unusual
non-cash
items recognized in accordance with accounting principles
generally
accepted in the United States including, but not limited, to
any
write-offs of unamortized deferred financing costs and any
asset
impairment write-downs, which the Committee determines in its
sole
discretion to exclude for purposes of this Agreement.
The Threshold Earnings per Share is $3.33 per share. The Target
Earnings per Share is $3.45 and the Maximum Earnings per Share
is
$3.57 per share. If Oxford attains less than the Threshold
Earnings
per Share, you will not earn any Shares under this Restricted
Share
Unit Award. If Oxford attains the Threshold Earnings per Share and
you
continue to serve Oxford or a Subsidiary as set forth in Section
7
hereof, you will have the opportunity to earn one Share. If
Oxford
attains the Target Earnings per Share and you continue to serve
Oxford
or a Subsidiary as set forth in Section 7 hereof, you will have
the
opportunity to earn the number of Shares specified in Section 3
hereof
as the Target Share Opportunity. The maximum number of shares you
will
have the opportunity to earn is set forth in Section 3 hereof as
the
Maximum Share Opportunity. The number of Shares you will have
the
opportunity to earn at any Earnings per Share level between the
Threshold and Target and Target and Maximum will be pro-rated based
on
Oxford's actual Earnings per Share for the Performance Period.
All
determinations as to the Earnings per Share achieved and the number
of
Shares you will have the opportunity to earn shall be in the
sole
discretion of the Comm
