Exhibit 10.2
FORM OF
OXFORD INDUSTRIES,
INC.
PERFORMANCE SHARE AWARD
AGREEMENT
This Agreement is entered into as of
January 10, 2005, by and between (“Employee” or
“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”).
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.
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Restricted Shares Earned at
Cut-In
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Restricted Shares Earned at
Maximum
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1 Share
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«Maximum Shares»
Shares
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4. Performance Period . The Performance
Period shall be the period beginning November 27, 2004 and ending
June 3, 2005.
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 diluted 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 Cut-In Earnings per Share is
$1.71 per share. The Maximum Earnings per Shares is $1.96 per
share. If Oxford attains less than the Cut-In Earnings per Share,
you will not earn any shares of Restricted Stock under this
Performance Share Award. If Oxford attains the Cut-In Earnings per
Share, you will earn one (1) share of Restricted Stock. If Oxford
attains the
Maximum Earnings per Share, you will earn the
number of shares of Restricted Stock specified in Paragraph 3 above
as Restricted Shares Earned at Maximum. The number of shares of
Restricted Stock earned at any Earnings per Share level between the
Cut-In and the Maximum will be determined on a straight-line basis
based on Oxford’s actual Earnings per Share for the
Performance Period, rounded to the nearest one-tenth of a cent. You
may not earn more than the number of shares of Restricted Stock
specified in Paragraph 3 as Restri
