Unassociated Document


    
      
        
          

        

      

      
        Exhibit
          10.39

         

      

      RESTRICTED
        STOCK AWARD

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

      


      This
        RESTRICTED STOCK
        AWARD (the “Award”), is entered into effect as of the date
        of 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 advancing the best interests of the Company, its Subsidiaries
        and
        its stockholders in order to attract, retain and motivate key employees with
        additional incentives through the award of Restricted Shares of Common Stock
        of
        the Company; and

      


      WHEREAS,
        the Long-Term
        Incentive Plan provides that Eligible Participants of the Company or its
        Subsidiaries, as determined in the judgment of the Committee, may be granted
        an
        Award of Restricted Shares of common stock, par value $.01 per share (“Common
        Stock”), of the Company;

      


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

      


      1.           Grant
        of Award; Restricted Stock.  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 an award of
        Restricted Stock specified in the Notice of Grant, subject to adjustment
        from
        time to time as provided in Section 14 of the Long-Term Incentive
        Plan.

      


      2.           Restrictions
        on Transfer. Stock certificates representing the Restricted Stock
        granted hereunder shall be registered in the Participant’s
        name.  Prior to the shares of Restricted Stock becoming vested, such
        certificates shall be held by the Company on behalf of the Participant and
        shall
        bear a legend to restrict transfer of the certificate until the Restricted
        Stock
        has vested, as set forth in Paragraph 3 hereof.  Except as may
        otherwise be expressly permitted by the Committee, no share of Restricted
        Stock
        may be sold, transferred, assigned, or pledged by the Participant until such
        share has vested in accordance with the terms hereof, other than by will
        or by
        the laws of descent and distribution.  At the time Restricted Stock
        vests (and upon the return of such certificates to the Company), a certificate
        for such vested shares shall be delivered to the Participant (or the beneficiary
        designated by the Participant in the event of death), free of all such
        restrictions.

      


      The
        terms of this Agreement and the
        Long-Term Incentive Plan applicable to the Restricted Stock granted hereunder
        shall be binding upon the executors, administrators, heirs and successors
        of the
        Participant.

      


      3.           Vesting.  If
        the Participant remains continuously employed by the Company or a Subsidiary,
        the Restricted Stock shall vest in accordance with the vesting schedule set
        forth in the Notice of Grant (it being understood that the right to transfer
        the
        Restricted Stock shall be cumulative, so that the Participant may transfer
        on or
        after any such anniversary that number of shares of Restricted Stock which
        the
        Participant was entitled to transfer but did not transfer 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 Restricted Stock or otherwise waive or amend any conditions of
        a
        grant of a Restricted Stock; and (ii) all the Restricted Stock shall vest
        upon a
        Change in Control of upon the death of the Participant.

      


      
        
          
          

        

        
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      4.           Termination
        in Event of Nonemployment.  In the event that the
        Participant ceases to be employed by the Company or any of its Subsidiaries
        for
        any reason other than death, the Restricted Stock granted pursuant to this
        Agreement shall be forfeited, except to the extent that they have vested
        and
        become transferable in accordance with the provisions of paragraph 3 on the
        date
        the Participant ceases to be so employed.   In the event of a
        forfeiture of the Restricted Stock upon the Participant’s termination of
        employment before all the Participant’s Restricted Stock has
        vested,  any purchase price paid by the Participant shall be returned
        to the Participant.

      


      5.           Assignability.  The
        rights 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 rights 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.

      


      6.           Rights
        as a Stockholder.  Except as otherwise
        provided in this Agreement, the Participant shall have, with respect to the
        Restricted Stock granted pursuant to this Award before it has vested, all
        of the
        rights of a stockholder of the Company, including the right to vote the shares,
        and the right to receive any dividends thereon.

      


      7.           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.

      


      8.           Section
        83(b) Election.  If the Participant is subject
        to a “substantial risk of forfeiture” of the Restricted Stock granted hereunder,
        such Participant may elect under Section 83(b) of the Internal Revenue Code
        of
        1986, as amended (the “Code”), to include in his gross income, for the taxable
        year in which the Restricted Stock is received, the excess of the Fair Market
        Value of such Restricted Stock on the date of grant (determined without regard
        to any restriction other than one which by its terms will never lapse), over
        the
        amount paid for the Restricted Stock.  If the Participant makes the
        Section 83(b) election, the Participant shall (a) make such election in a
        manner
        that is satisfactory to the Committee, (b) provide the Company with a copy
        of
        such election, (c) agree to promptly notify the Company if any Internal Revenue
        Service or state tax agent, on audit or otherwise, questions the validity
        or
        correctness of such election or of the amount of income reportable on account
        of
        such election, and (d) agree to such federal and state income tax withholding
        as
        the Committee may reasonably require in its sole discretion.  The
        Participant is hereby advised to consult immediately with his own tax advisor
        regarding the tax consequences of this Award, the method and timing for filing
        an election to include this Award in income under Section 83 of the Code,
        and
        the tax consequences of such an election.

      


      
        
          
          

        

        
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      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 award of the Restricted
        Stock.  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 vesting or award of the Restricted
        Stock.

      


      10.           Restrictions
        and Related Representations. Upon the acquisition of any
        Restricted Stock 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, the Notice of Grant or with this Award.  In addition,
        the certificate or certificates representing any Restricted Stock issued
        hereunder 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 Restricted
        Stock.

      


      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 by the Participant
        hereunder 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 hereunder shall be 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 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 5 (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.

      


      
        
          
          

        

        
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      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
        Award 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
        Restricted Stock 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 Restricted Stock
        which
        are then subject to restrictions as provided herein.

      


      17.           Incorporation
        of the Long-Term Incentive Plan. This Agreement is subject
        to the Long-Term Incentive Plan, a copy of which has been furnished to the
        Participant herewith 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 herein 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.

      


      18.           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.

      


      19.           Construction.  The
        Restricted Stock 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.

      


      20.           Governing
        Law. The Restricted Stock grant and the provisions
        of this Award are governed by, and subject to, the laws of the State of
        Delaware, as provided in the Long-Term Incentive Plan.

       

       

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