Exhibit 10.2


 


FORM OF RESTRICTED
STOCK AGREEMENT


(for awards
with performance-based vesting)


 


This RESTRICTED
STOCK AGREEMENT (the “Agreement”), dated as of «GRANT_DATE» (the “Date of Grant”),
is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”),
and «Name» (the “Grantee”).


 


RECITALS


 


WHEREAS, the Company
maintains the Guess?, Inc. 2004 Equity Incentive Plan, as it may be
amended from time to time (the “Plan”).


 


WHEREAS,
the Compensation Committee of the Company’s Board of Directors (the “Committee”)
has determined to grant a restricted stock award (the “Award”) to the
Grantee under the Plan in order to increase Grantee’s participation in the
success of the Company;


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


1.                                       Definitions;
Incorporation of Plan Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Plan. The Award and
all rights of the Grantee under this Agreement are subject to, and the Grantee
agrees to be bound by, all of the terms and conditions of the Plan,
incorporated herein by this reference. In the event of any conflict or
inconsistency between the Plan and this Award Agreement, the Plan shall govern.


 


2.                                       Grant
of Restricted Stock. The Grantee shall be entitled to purchase «SHARES» restricted shares of the Company’s
common stock, par value $0.01 per share (the “Common Stock”), pursuant
to the terms and conditions of this Agreement (the “Restricted Stock”).


 


3.                                       Purchase
Price. The Grantee shall pay to the Company, in cash, an aggregate purchase
price of $«Total_Price» (the “Purchase
Price”), which amount is equal to the aggregate amount of the par value of
the Restricted Stock. Such payment of the Purchase Price shall be made to the
Company within 30 days after the date hereof.


 


4.                                       Vesting.
Subject to Section 10 below, the total number of shares of the Restricted
Stock subject to the Award shall vest and restrictions shall lapse based on the
level of achievement of the performance goals and applicable targets set forth
on Exhibit A, as previously communicated verbally to the Grantee by the
Company. Subject to Section 8 below, shares of Restricted Stock that have
not theretofore vested in accordance with Exhibit A or Section 10
shall be forfeited on the first business day following the filing of the
Company’s audited financial statements with the Securities and Exchange
Commission for the final year of the performance period (as set forth on Exhibit A)
applicable to the shares of Restricted Stock subject to the Award.


 


5.                                       Continued
Employment Required. The vesting schedule requires continued employment
from the date hereof through each applicable vesting date as a condition to the
vesting of the applicable installment of the Award. Employment for only a
portion of the vesting


 

















 


period, even if a substantial portion, will
not entitle the Grantee to any proportionate vesting or avoid or mitigate a
termination of rights and benefits upon or following a termination of
employment as provided in Section 9 below or under the Plan.


 


6.                                       Rights
of a Stockholder. From and after the Date of Grant and for so long as the
Restricted Stock is held by or for the benefit of the Grantee, the Grantee
shall have all the rights of a stockholder of the Company with respect to the
Restricted Stock, including but not limited to the right to receive dividends,
if applicable, and the right to vote such shares.


 


7.                                       Adjustments Upon Specified Events.
Upon the occurrence of certain events relating to the Company’s Common Stock
contemplated by Section 16(b) of the Plan, the Committee will make
adjustments, if appropriate, in the number and kind of securities subject to
the Award. If any adjustment is made under Section 16(b) of the Plan,
the restrictions applicable to the shares of Restricted Stock shall continue in
effect with respect to any consideration or other securities (the “Restricted
Property” and, for the purposes of this Award Agreement, “Restricted Stock”
shall include “Restricted Property,” unless the context otherwise requires)
received in respect of such Restricted Stock. Such Restricted Property shall
vest at such times in such proportion as the shares of Restricted Stock to
which the Restricted Property is attributable. To the extent that the
Restricted Property includes any cash (other than regular cash dividends
provided for in Section 6 hereof), such cash shall be invested, pursuant
to policies established by the Committee, in interest bearing, FDIC-insured
(subject to applicable insurance limits) deposits of a depository institution
selected by the Committee, the earnings on which shall be added to and become a
part of the Restricted Property.


 


8.                                       Effect
of Cessation of Employment. Unless the Committee determines otherwise in
its sole discretion, if the employment of the Grantee by the Company, a Parent
or a Subsidiary shall terminate for any reason, whether with or without cause,
voluntarily or involuntarily, any of the shares of the Restricted Stock that
are not vested on the date of the Grantee’s termination of employment shall be forfeited.


 


9.                                       Return
of Shares; Refund of Purchase Price. Upon the occurrence of any forfeiture
of shares of Restricted Stock hereunder, such unvested, forfeited shares and
related Restricted Property shall be automatically transferred to the Company,
without any other action by the Grantee, or the Grantee’s beneficiary or
personal representative, as the case may be, and the Company shall refund the
Purchase Price to the Grantee (or the Grantee’s beneficiary or personal
representative); no additional consideration shall be paid by the Company with
respect to such transfer. No interest shall be credited with respect to nor
shall any other adjustments be made to the Purchase Price for fluctuations in
the fair market value of the Common Stock either before or after the transfer
date. The Company may exercise its powers under Section 12(D) hereof
and take any other action necessary or advisable to evidence such transfer. The
Grantee, or the Grantee’s beneficiary or personal representative, as the case
may be, shall deliver any additional documents of transfer that the Company may
request to confirm the transfer of such unvested, forfeited shares and related
Restricted Property to the Company.


 


10.                                 Change
in Control. As provided in Section 17 of the Plan, in the event of a
Change in Control and except as the Committee (as constituted immediately prior
to such Change in


 


2

















 


Control) may otherwise determine in its sole
discretion, all of the shares of Restricted Stock then outstanding and not
otherwise vested shall thereon become fully vested.


 


11.                                 Restrictions
on Transfer. Prior to shares of Restricted Stock becoming vested, neither
the Restricted Stock, nor any interest therein, amount payable in respect
thereof or Restricted Property shall be sold, transferred, pledged,
hypothecated or otherwise disposed of by the Grantee; provided, however, that
such transfer restrictions shall not apply to (i) transfers to the Company
or (ii) transfers by will or descent and distribution. Grantee agrees that
the Restricted Stock will not be sold or otherwise disposed of in any manner
that would constitute a violation of any applicable federal or state securities
laws.


 


12.                                 Stock
Certificates.


 


A.                                   Book Entry Form. The Company shall, in its discretion, issue the shares of Restricted
Stock subject to the Award either: (i) in certificate form as provided in Section 12(B) below;
or (ii) in book entry form, registered in the name of the Grantee with
notations regarding the applicable restrictions on transfer imposed under this
Agreement.


 


B.                                     Certificates to be Held by Company; Legend. Any certificates representing shares of
Restricted Stock that may be delivered to the Grantee by the Company prior to
the lapse of restrictions shall be immediately redelivered by the Grantee to
the Company to be held by the Company until the restrictions on such shares
shall have lapsed and the shares shall thereby have become vested or the shares
represented thereby have been forfeited hereunder. Such certificates shall bear
the following legend:


 


“The ownership of
this certificate and the shares of stock evidenced hereby and any interest
therein are subject to substantial restrictions on transfer under an Agreement
entered into between the registered owner and Guess?, Inc. A copy of such
Agreement is on file in the office of the Secretary of Guess?, Inc.”


 


C.                                     Delivery of Shares Upon Lapse of Restricted Period. Promptly
after any shares of Restricted Stock becoming vested pursuant to Section 4
or Section 10 and the satisfaction of any and all related tax withholding
obligations pursuant to Section 13, the Company shall, as applicable,
either remove the notations on any shares of Restricted Stock issued in book
entry form which have vested or deliver to the Grantee a certificate or
certificates evidencing the number of shares of Restricted Stock which have
vested (or, in either case, such lesser number of shares as may be permitted
pursuant to Section 13). The Grantee (or the Beneficiary or Personal
Representative of the Grantee in the event of the Grantee’s death or
incapacity, as the case may be) shall deliver to the Company any
representations or other documents or assurances as the Company may deem
necessary or reasonably desirable to ensure compliance with all applicable
legal and regulatory requirements. The shares so delivered shall no longer be
restricted shares hereunder.


 


D.                                    Stock Power; Power of Attorney. Concurrent with the
execution and delivery of this Agreement, the Grantee shall deliver to the
Company an executed stock power in the form attached hereto as Exhibit B,
in blank, with respect to the


 


3

















 


Restricted Stock. The Grantee, by acceptance
of the Award, shall be deemed to appoint, and does so appoint by execution of
this Agreement, the Company and each of its authorized representatives as the
Grantee’s attorney(s) in fact to effect any transfer of unvested,
forfeited shares (or shares otherwise reacquired by the Company hereunder) to
the Company as may be required pursuant to the Plan or this Agreement and to
execute such documents as the Company or such representatives deem necessary or
advisable in connection with any such transfer.


 


E.                                      Postponement of Issuance. Notwithstanding
any other provisions of this Agreement, the issuance or delivery of any shares
of Common Stock (whether subject to restrictions or unrestricted) may be
postponed for such period as may be required to comply with applicable
requirements of any national securities exchange or any requirements under any
law or regulation applicable to the issuance or delivery of such shares. The
Company shall not be obligated to issue or deliver any shares of Stock if the
issuance or delivery thereof shall constitute a violation of any provision of
any law or of any regulation of any governmental authority or any national
securities exchange.


 


13.                                 Withholding
of Tax. The Company shall reasonably determine the amount of any federal,
state, local or other income, employment, or other taxes which the Company or
any of its affiliates may reasonably be obligated to withhold with respect to
the grant, vesting, making of an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended (the “Code”), or other event
with respect to the Restricted Stock. The Company may, in its sole discretion,
withhold and/or reacquire a sufficient number of shares of Restricted Stock in
connection with the vesting of such shares at their then Fair Market Value
(determined either as of the date of such withholding or as of the immediately
preceding trading day, as determined by the Company in its discretion) to
satisfy the amount of any such withholding obligations that arise with respect
to the vesting of such shares. The Company may take such action(s) without
notice to the Grantee and shall remit to the Grantee the balance of any
proceeds from withholding and/or reacquiring such shares in excess of the
amount reasonably determined to be necessary to satisfy such withholding
obligations. The Grantee shall have no discretion as to the satisfaction of tax
withholding obligations in such manner. If, however, the Grantee makes an
election under Section 83(b) of the Code with respect to the
Restricted Stock, if any other withholding event occurs with respect to the
Restricted Stock other than the vesting of such stock, or if the Company for
any reason does not satisfy the withholding obligations with respect to the
vesting of the Restricted Stock as provided above in this Section 13, the
Company shall be entitled to require a cash payment by or on behalf of the
Grantee and/or to deduct from other compensation payable to the Grantee the
amount of any such withholding obligations.


 


14.                                 Compliance.
Grantee hereby agrees to cooperate with the Company, regardless of Grantee’s
employment status with the Company, to the extent necessary for the Company to
comply with applicable state and federal laws and regulations relating to the
Restricted Stock.


 


15.                                 Notices.
Any notice required or permitted under this Agreement shall be deemed given
when personally delivered, or when deposited in a United States Post Office,
postage prepaid, addressed, as appropriate, to the Grantee either at the
address on record with the


 


4

















 


Company or such other address as may be
designated by Grantee in writing to the Company; or to the Company, Attention: Stock
Plan Administration, 1444 South Alameda Street, Los Angeles, California 90021,
or such other address as the Company may designate in writing to the Grantee.


 


16.                                 Failure
to Enforce Not a Waiver. The failure of the Company or the Grantee to
enforce at any time any provision of this Agreement shall in no way be
construed to be a waiver of such provision or of any other provision hereof.


 


17.                                 Governing
Law. This Agreement shall be governed by and construed according to the
laws of the State of Delaware, without regard to Delaware or other laws that
might cause other law to govern under applicable principles of conflicts of
law.  For purposes of litigating any dispute that arises under this
Agreement, the parties hereby submit to and consent to the jurisdiction of the
State of California, and agree that such litigation shall be conducted in the
courts of Los Angeles County, or the federal courts for the United States for
the  Central District of
California, and no other courts, where this Agreement is made and/or to be
performed.


 


18.                                 Electronic Delivery. The Company
may, in its sole discretion, decide to deliver any documents related to the
Restricted Stock awarded under the Plan or future restricted stock that may be
awarded under the Plan by electronic means or request Grantee’s consent to
participate in the Plan by electronic means. Grantee hereby consents to receive
such documents by electronic delivery and agrees to participate in the Plan
through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.


 


19.                                 Severability. The provisions of
this Agreement are severable and if any one or more provisions are determined
to be illegal or otherwise unenforceable, in whole or in part, the remaining
provisions shall nevertheless be binding and enforceable.


 


20.                                 Amendments.
This Agreement may be amended or modified at any time by an instrument in
writing signed by both parties.


 


21.                                 Agreement
Not a Contract of Employment. Neither the grant of the Restricted Stock,
this Agreement nor any other action taken in connection herewith shall
constitute or be evidence of any agreement or understanding, express or
implied, that the Grantee is an employee of the Company or any subsidiary of
the Company.


 


22.                                 Committee’s
Powers. No provision contained in this Agreement shall in any way
terminate, modify or alter, or be construed or interpreted as terminating,
modifying or altering any of the powers, rights or authority vested in the
Committee or, to the extent delegated, in its delegate pursuant to the terms of
the Plan or resolutions adopted in furtherance of the Plan, including, without
limitation, the right to make certain determinations and elections with respect
to the Restricted Stock.


 


23.                                 Section 83(b) Election.
The Grantee hereby acknowledges that, with respect to the grant of the
Restricted Stock, an election may be filed by the Grantee with the Internal
Revenue Service, within 30 days of the Date of Grant, electing pursuant
to Section 83(b) of the Code, to be taxed currently on the fair
market value of the Restricted Stock on the Date of Grant.


 


5

















 


THE GRANTEE
HEREBY ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE
RESPONSIBILITY OF THE COMPANY TO TIMELY FILE AN ELECTION UNDER SECTION 83(b) OF
THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO
MAKE THIS FILING ON THE GRANTEE’S BEHALF.


 


24.                                 Termination
of this Agreement. Upon termination of this Agreement, all rights of the
Grantee hereunder shall cease.


 


6

















 


IN WITNESS WHEREOF,
the Company has caused this Agreement to be executed on its behalf by a duly
authorized officer and the Grantee has hereunto set his or her hand as of the
date and year first above written.


 


GUESS?, INC.,


a Delaware
corporation


 


 


	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  

  Print Name: Deborah Siegel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its: Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  «Name»

  
	
   

  	
   

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  «ID»

  
	
   

  	
   

  	
  Employee ID

  



 


7

















 


MARITAL
STATUS


 


o                                   I
AM NOT MARRIED.


 


o                                   I
AM MARRIED AND HAVE INFORMED MY SPOUSE OF THIS EQUITY GRANT. (Please have your spouse sign the Consent of Spouse section below.)


 


 


	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  «NAME»

  
	
   

  	
   

  	
  Print Name

  



 


 


CONSENT
OF SPOUSE


 


In
consideration of the execution of the foregoing Restricted Stock Agreement by
Guess?, Inc., a Delaware corporation, I,                                                           ,
the spouse of the Grantee therein named, do hereby join with my spouse in
executing the foregoing Restricted Stock Agreement and do hereby agree to be
bound by all of the terms and provisions thereof and of the Plan.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature of Spouse

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print Name

  
					



 


8

















 


EXHIBIT
A


 


PERFORMANCE
GOALS AND TARGETS


 


20% of the total number of shares of
Restricted Stock subject to the Award are eligible to become vested on the
first business day following the filing of the Company’s audited financial
statements with the Securities and Exchange Commission for each of the fiscal
years listed in the table below based on the Company’s [Performance Goal] for such year.


 


In order for any annual installment of the
shares of Restricted Stock to be become vested, the Company must achieve the “Applicable
Annual Goal” for the fiscal year listed in the table below. If any annual
installment does not become vested because the Company fails to achieve the “Applicable
Annual Goal” for the fiscal year, the annual installment of the shares of
Restricted Stock will become vested if the Company achieves the “Applicable
Cumulative Goal” for such year or any subsequent fiscal year listed in the
table below. For example, if the Company does not achieve the “Applicable
Annual Goal” for fiscal 2009 but achieves the “Applicable Cumulative Goal” for
fiscal 2010, then 40% of the total number of shares of Restricted Stock subject
to the Award shall vest following the end of the 2010 fiscal year (20%
attributable to the fiscal 2009 annual installment and 20% attributable to the
fiscal 2010 annual installment). Any shares of Restricted Stock that are not
vested following the end of the 2013 fiscal year shall be forfeited on the
first business day following the filing of the Company’s audited financial
statements with the Securities and Exchange Commission for the 2013 fiscal
year.


 


	
  Fiscal Year

  	
   

  	
  Applicable

  Annual Goal

  	
   

  	
  Applicable

  Cumulative Goal

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2009

  	
   

  	
   

  	
   

  	
   

  
	
  2010

  	
   

  	
   

  	
   

  	
   

  
	
  2011

  	
   

  	
   

  	
   

  	
   

  
	
  2012

  	
   

  	
   

  	
   

  	
   

  
	
  2013

  	
   

  	
   

  	
   

  	
   

  



 


Whether and the extent to which any “Applicable
Annual Goal” or “Applicable Cumulative Goal” has been achieved will be
determined by the Committee (or, to the extent consistent with Section 162(m) of
the Code, its delegate), and no vesting shall be deemed to have occurred absent
such a determination by the Committee (or such a delegate as the case may be). The
“Applicable Annual Goals” and “Applicable Cumulative Goals” listed in the table
above shall be proportionally adjusted by the Committee (in its sole discretion)
as may be necessary to mitigate the unbudgeted impact of material, unusual or
nonrecurring gains and losses, accounting changes or other extraordinary events
not foreseen at the time the “Applicable Annual Goals” and “Applicable
Cumulative Goals” were established.


 

















 


EXHIBIT
B


 


STOCK
POWER


 


FOR VALUE
RECEIVED and pursuant to that certain Restricted Stock Agreement between Guess?, Inc.,
a Delaware corporation (the “Company”), and the individual named below (the “Individual”)
dated as of                           ,
              ,
the Individual hereby sells, assigns and transfers to the Company, an aggregate
                            
shares of Common Stock of the Company, standing in the Individual’s name on the
books of the Company and, if such shares are in certificate form,  represented by stock certificate number(s)                                                                                           
to which this instrument is attached, and hereby irrevocably constitutes and
appoints                                                                                     
as his or her lawful attorney in fact and agent to transfer such shares on the
books of the Company, with full power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
  «NAME»

  
	
   

  	
   

  	
  Print Name

  
					



 


(Instruction: Please do not fill in any
blanks other than the signature line. The purpose of the assignment is to
enable the Company to exercise its rights set forth in the Restricted Stock
Agreement in connection with the forfeiture of any restricted shares subject
thereto without requiring additional signatures on the part of the Individual.)