Unassociated Document


    
      

    

    Exhibit
      10.41

     

    STOCK
      APPRECIATION RIGHTS AWARD

    under
      the 2004 Long-Term Incentive Plan of Fossil, Inc.

    


    This
      STOCK APPRECIATION RIGHTS AWARD (the “Award”), is entered into effect as of the
      date of the grant (the “Effective Date”).

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      Fossil, Inc., a Delaware corporation (the “Company”) has adopted the
      2004 Long-Term Incentive Plan of Fossil, Inc. (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; and

    


    WHEREAS,
      the Long-Term Incentive Plan provides that an employee of the Company
      or its Subsidiaries may be granted a Stock Appreciation Right Award, which
      may
      consist of the right to receive a payment, in cash or shares of common stock,
      par value $.01 per share (“Common Stock”), of the Company, equal to the excess
      of the Fair Market Value of a specified number of shares of Common Stock on
      the
      date the Stock Appreciation Right (“SAR”) is exercised over a specified strike
      price as set forth in the Award;

    


    NOW,
      THEREFORE, the Participant identified in the Notice of Grant is hereby
      awarded Stock Appreciation Rights in accordance with the following
      terms:

    


    1.           Grant
      of Award; Stock Appreciation Rights. Subject to
      the terms and conditions set forth in the Long-Term Incentive Plan, this Award
      and in the Notice of Grant, the Company hereby grants to the Participant that
      number of SARs set forth in the Notice of Grant, consisting of the right to
      receive, upon exercise of each SAR, shares of Common Stock with a Fair Market
      Value equal to the excess of the Fair Market Value of each share of Common
      Stock
      on the date of exercise minus the Fair Market Value of each share of Common
      Stock on the date of this Award, subject to any adjustments that may be made
      pursuant to the terms of the Long-Term Incentive Plan (the “SAR Payment
      Value”).

    


    2.           SAR
      Exercise Period and Vesting.  The SARs
      granted pursuant to this Award may be exercised by the Participant at any time
      prior to the Expiration Date set forth in the Notice of Grant (the “Exercise
      Period”), subject to the limitation that such SARs shall vest and become
      exercisable only if the Participant remains continuously employed by the Company
      or its Subsidiaries through each Vesting Date set forth in the Notice of Grant
      (it being understood that the right to exercise the SARs shall be cumulative,
      so
      that the Participant may exercise on or after any Vesting Date and during the
      remainder of the Exercise Period that number of SARs which the Participant
      was
      entitled to exercise but did not exercise during any preceding period or
      periods).  Notwithstanding the vesting conditions set forth herein,
      (i) the Committee may in its discretion at any time accelerate the vesting
      of
      SARs; and (ii) all of the SARs shall vest upon a Change in Control of the
      Company or upon the death of the Participant.

    


    3.           Method
      of Exercise.  The Participant (or his
      representative, guardian, devisee or heir, as applicable) may exercise any
      portion of this SAR that has become exercisable in accordance with the terms
      hereof as to all or any of the SARs by giving written notice of exercise to
      the
      Company, in form satisfactory to the Board, specifying the number of SARs to
      be
      exercised.  The SAR Payment Value shall be paid to the Participant in
      shares of Common Stock  This SAR may not be exercised for less than
      one (1) SAR or the number of whole SARs remaining under this Award, whichever
      is
      smaller. As promptly as practicable following the receipt of such written
      notification, the Company shall deliver to the Participant a certificate or
      certificates for the number of shares of Common Stock having a Fair Market
      Value
      (as of the date of the Company’s receipt of the Participant’s notice of
      exercise) equal to the SAR Payment Value with respect to those SARs which have
      been exercised.  Upon the issuance of any shares hereunder, the
      Participant may be required to enter into such written representations,
      warranties and agreements as the Company may reasonably request in order to
      comply with applicable securities laws, the Long-Term Incentive Plan or with
      this Notice of Grant.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.           Termination
      in Event of Nonemployment.  In the
      event that the Participant ceases to be employed by the Company or any of its
      Subsidiaries during the Exercise Period for any reason other than death, at
      a
      time which the SARs granted pursuant hereto are still in force and unexpired,
      the SARs granted pursuant to this Award shall terminate, except to the extent
      that they are vested on the date of termination of employment, and exercised
      on
      or prior to the date that is ninety (90) days following termination of
      employment (or, if earlier, on the expiration date of the SARs).

    


    5.           Death. In
      the event that the Participant ceases to be employed by the Company or any
      of
      its Subsidiaries during the Exercise Period by reason of death at a time when
      the SARs granted pursuant hereto are still in force and unexpired, any unvested
      SARs shall be accelerated and 100% vested.  Such acceleration shall be
      effective as of the date of death of the Participant.  The
      Participant’s representatives, devises or heirs, as applicable, shall have a
      period of one (1) year following the date of death in which to exercise the
      SARs
      (or, if earlier, on the expiration date of the SARs).

    


    6.           Assignability.  The
      SARs granted pursuant hereto shall not be assignable or transferable by the
      Participant  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 SARs 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.  The Participant
      shall have no rights as a stockholder of the Company with respect to the SARs
      unless and until certificates evidencing shares of Common Stock shall have
      been
      issued by the Company to the Participant.  Until such time, the
      Participant shall not be entitled to dividends or distributions in respect
      of
      any 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
      (and Paragraph 14 below), 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) or distributions paid or made by the Company or any other
      rights granted in respect of any shares for which the record date for such
      payment, distribution or grant is prior to the date upon which certificates
      evidencing such shares shall have been issued by the Company.

    


    8.           Administration.  The
      Committee shall have the power to interpret the Long-Term Incentive Plan, the
      Notice of Grant and this Award, and to adopt such rules for the administration,
      interpretation, and application of the Long-Term Incentive Plan as are
      consistent therewith and to interpret or revoke any such rules.  All
      actions taken and all interpretations and determinations made by the Committee
      shall be final and binding upon the Participant, the Company, and all other
      interested persons.  No member of the Committee shall be personally
      liable for any action, determination, or interpretation made in good faith
      with
      respect to the Long-Term Incentive Plan or this Award.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    9.           Tax
      Withholding Obligations.  The
      Participant shall be required to deposit with the Company an amount of cash
      equal to the amount determined by the Company to be required with respect to
      any
      withholding taxes, FICA contributions, or the like under any federal, state,
      or
      local statute, ordinance, rule, or regulation in connection with the issuance
      of
      shares of Common Stock for the SAR Payment Value.  Alternatively, the
      Company may, at its sole election, (i) withhold the required amounts from the
      Participant’s pay during the pay periods next following the date on which any
      such applicable tax liability otherwise arises, or (ii) withhold a number of
      shares of Common Stock otherwise deliverable having a Fair Market Value
      sufficient to satisfy the statutory minimum of all or part of the Participant’s
      estimated total federal, state, and local tax obligations associated with
      payment of the SAR Payment Value.  The Company shall not deliver any
      of the shares of Company Stock until and unless the Participant has made the
      deposit required herein or proper provision for required withholding has been
      made.

    


    10.           Restrictions
      and Related Representations. Upon the acquisition
      of any shares of Common Stock pursuant to the exercise of the SARs granted
      pursuant hereto, the Participant may be required to enter into such written
      representations, warranties and agreements as the Company may reasonably request
      in order to comply with applicable securities laws, the Long-Term Incentive
      Plan
      or with this Award.  In addition, the certificate or certificates
      representing any shares will be stamped or otherwise imprinted with a legend
      in
      such form as the Company may require with respect to any applicable restrictions
      on sale or transfer, and the stock transfer records of the Company will reflect
      stop-transfer instructions, as appropriate, with respect to such
      shares.

    


    11.           Notices
      and Electronic Delivery.  Unless
      otherwise provided herein, any notice or other communication hereunder shall
      be
      in writing and shall be given by registered or certified mail unless the
      Company, in its sole discretion, decides to deliver any documents relating
      to
      the Award or future awards that may be granted under the Long-Term Incentive
      Plan by electronic means or to request the Participant’s consent to participate
      in the Long-Term Incentive Plan by electronic means.  The Participant
      hereby consents to receive such documents by electronic delivery and, if
      requested, to agree to participate in the Long-Term Incentive Plan through
      an
      on-line or electronic system established and maintained by the Company or
      another third party designated by the Company.  All notices of the
      exercise by the Participant of the SARs granted pursuant hereto shall be
      directed to Fossil, Inc., Attention: Secretary, at the Company’s then current
      address unless the Company, in writing or electronically, directs the
      Participant otherwise.  Any notice given by the Company to the
      Participant directed to him at his address on file with the Company and shall
      be
      effective to bind any other person who shall acquire rights
      hereunder.  The Company shall be under no obligation whatsoever to
      advise or notify the Participant of the existence, maturity or termination
      of
      any rights hereunder and the Participant shall be deemed to have familiarized
      himself with all matters contained herein and in the Long-Term Incentive Plan
      which may affect any of the Participant’s rights or privileges hereunder.


    


    12.           Scope
      of Certain Terms.  Whenever the term
“Participant” is used herein under circumstances applicable to any
      other person
      or persons to whom this Award may be assigned in accordance with the provisions
      of Paragraph 6 (Assignability) of this Agreement, it shall be deemed to include
      such person or persons.  The term “Long-Term Incentive Plan” as used
      herein shall be deemed to include the 2004 Long-Term Incentive Plan of Fossil,
      Inc. and any subsequent amendments thereto, together with any administrative
      interpretations which have been adopted thereunder by the Committee pursuant
      to
      Section 5 of the Long-Term Incentive Plan. Unless otherwise indicated, defined
      terms herein shall have the meaning ascribed to them in the Long-Term Incentive
      Plan.

    


    13.           General
      Restrictions.  This Award is subject to the requirement
      that, if at any time the Committee shall determine that (a) the listing,
      registration or qualification of the shares of Common Stock subject or related
      thereto upon any securities exchange or under any state or federal law; (b)
      the
      consent or approval of any government regulatory body; or (c) an agreement
      by
      the recipient of an Award with respect to the disposition of shares of Common
      Stock, is necessary or desirable (in connection with any requirement or
      interpretation of any federal or state securities law, rule or regulation)
      as a
      condition of, or in connection with, the granting of such Award or the issuance,
      purchase or delivery of shares of Common Stock thereunder, such Award may not
      be
      consummated in whole or in part unless such listing, registration,
      qualification, consent, approval or agreement shall have been effected or
      obtained free of any conditions not acceptable to the
      Committee.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    14.           Adjustments
      for Changes in Capitalization.  In the event of any stock
      dividends, stock splits, recapitalizations, combinations, exchanges of shares,
      mergers, consolidations, liquidations, split-ups, split-offs, spin-offs or
      other
      similar changes in capitalization, or any distributions to stockholders,
      including a rights offering, other than regular cash dividends, changes in
      the
      outstanding stock of the Company by reason of any increase or decrease in the
      number of issued shares of Common Stock resulting from a split-up or
      consolidation of shares or any similar capital adjustment or the payment of
      any
      stock dividend, any share repurchase at a price in excess of the market price
      of
      the Common Stock at the time such repurchase is announced or other increase
      or
      decrease in the number of such shares, the Committee shall make appropriate
      adjustment in the number and kind of shares authorized by the Long-Term
      Incentive Plan, in the number, price or kind of shares covered by the Awards
      and
      in any outstanding Awards under the Long-Term Incentive Plan.  In the
      event of any adjustment in the number of shares covered by any Award, any
      fractional shares resulting from such adjustment shall be disregarded and each
      such Award shall cover only the number of full shares resulting from such
      adjustment.

    


    15.           No
      Right of Employment. Neither the granting of this
      SAR, the exercise of any part hereof, nor any provision of the Long-Term
      Incentive Plan or this Award shall constitute or be evidence of any
      understanding, express or implied, on the part of the Company or any Subsidiary
      to employ the Participant for any specified period.

    


    16.           Amendment.  This
      Award may be amended only by a writing executed by the Company and the
      Participant which specifically states that it is amending this
      Award.  Notwithstanding the foregoing, this Award may be amended
      solely by the Committee by a writing which specifically states that it is
      amending this Award, so long as a copy of such amendment is delivered to the
      Participant, and provided that no such amendment adversely affecting the rights
      of the Participant hereunder may be made without the Participant’s written
      consent.  Without limiting the foregoing, the Committee reserves the
      right to change, by written notice to the Participant, the provisions of the
      SARs or this Award in any way it may deem necessary or advisable to carry out
      the purpose of the grant as a result of any change in applicable laws or
      regulations or any future law, regulation, ruling, or judicial decision,
      provided that any such change shall be applicable only to SARs which have not
      been exercised as provided herein.

    


    17.           Precondition
      of Legality.  Notwithstanding anything
      to the contrary contained herein, the Participant agrees that he will not
      exercise the SARs granted pursuant hereto, and that the Company will not be
      obligated to issue any shares pursuant to this Award, if the exercise of the
      SARs or the issuance of such shares would constitute a violation by the
      Participant or by the Company of any provision of any law or regulation of
      any
      governmental authority or any national securities exchange or transaction
      quotation system.

    


    18.           Governing
      Law.  This Award grant and the
      provisions of this Agreement are governed by, and subject to, the laws of the
      State of Delaware, as provided in the Long-Term Incentive Plan.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    19.           Incorporation
      of the Long-Term Incentive Plan. This Award is
      subject to the Long-Term Incentive Plan, a copy of which has been furnished
      to
      the Participant and for which the Participant acknowledges
      receipt.  The terms and provisions of the Long-Term Incentive Plan are
      incorporated by reference herein.  In the event of a conflict between
      any term or provision contained here in and a term or provision of the Long-Term
      Incentive Plan, the applicable terms and provisions of the Long-Term Incentive
      Plan shall govern and prevail.

    


    20.           Severability.  If
      one or more of the provisions of this Award shall be held invalid, illegal
      or
      unenforceable in any respect, the validity, legality and enforceability of
      the
      remaining provisions shall not in any way be affected or impaired thereby and
      the invalid, illegal or unenforceable provisions shall be deemed null and void;
      however, to the extent permissible by law, any provisions which could be deemed
      null and void shall first be construed, interpreted or revised retroactively
      to
      permit this Award to be construed so as to first the intent of this Award and
      the Long-Term Incentive Plan.

    


    21.           Construction.  The
      SAR is being issued pursuant to Section 7 of the Long-Term Incentive Plan and
      are subject to the terms of the Long-Term Incentive Plan.  A copy of
      the Long-Term Incentive Plan has been given to the Participant, and additional
      copies of the Long-Term Incentive Plan are available upon request during normal
      business hours at the principal executive offices of the Company.  To
      the extent that any provision of this Award violates or is inconsistent with
      an
      express provision of the Long-Term Incentive Plan, the Long-Term Incentive
      Plan
      provision shall govern and any inconsistent provision in this Award shall be
      of
      no force or effect.