Unassociated Document


    
      

    

    Exhibit
      10.44

    


    Restricted
      Stock Unit Award

    


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

    


    For
      Non-U.S. Participants

    


    This
      RESTRICTED STOCK UNIT 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,
      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 Stock Units; 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 which may consist of grants of restricted units 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 Restricted Stock Units in accordance with the following
      terms:

    


    1.           Grant
      of Award; Restricted Stock Units.  Subject to the terms
      and conditions set forth in the Long-Term Incentive Plan, this Award, Appendix
      A
      and in the Notice of Grant, the Company hereby grants to the Participant an
      award of those Restricted Stock Units specified in the Notice of Grant, subject
      to adjustment from time to time as provided in Section 14 of the Long-Term
      Incentive Plan. Each Restricted Stock Unit shall consist of the right to
      receive, upon the Vesting Date, delivery of a certificate for a share of Common
      Stock for each vested Unit.

    


    2.           Vesting.  If
      the Participant remains continuously employed by the Company or a Subsidiary
      through each Vesting Date set forth in the Notice of Grant, the Restricted
      Stock
      Units shall vest (it being understood that Units shall vest cumulatively) and
      the Participant shall be delivered a certificate of one share of Common Stock
      in
      exchange for each vested Unit.

    


    Notwithstanding
      the vesting conditions set forth in the Notice of Grant: (i) the Committee
      may
      in its discretion at any time accelerate the vesting of Restricted Stock Units
      or otherwise waive or amend any conditions of a grant of a Restricted Stock
      Units; and (ii) all of the Restricted Stock Units shall vest upon a Change
      in
      Control of the Company or upon the death of the Participant.

    


    3.           Termination
      of Employment.  If the Participant’s active employment is
      terminated by the Participant or by the Company or a Subsidiary (whether or
      not
      in breach of local labor laws) before a Vesting Date for any reason other than
      the Participant’s death, any then unvested Restricted Stock Units shall be
      forfeited as of such termination and will not be extended by any notice or
      other
      period mandated under local law (e.g., active employment does not
      include a period of “garden leave” or similar period pursuant to local
      law).


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    4.           Stock
      Certificates.  Stock certificates (the “Certificate”)
      evidencing the conversion of Restricted Stock Units into shares of Common Stock
      shall be issued as of each Vesting Date and registered in the Participant’s
      name.  Subject to Section 6 of this Award, Certificates representing
      the unrestricted shares of Common Stock will be delivered to the Participant
      as
      soon as practicable after each Vesting Date.  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.

    


    5.           Dividends.  The
      Participants holding Restricted Stock Units shall be entitled to receive
      dividend equivalent payments equal to any cash dividends and other distributions
      paid with respect to a corresponding number of shares of Common Stock, provided
      that if any such dividend equivalent payments or distributions are paid in
      shares of Common Stock, the Fair Market Value of such shares of Common Stock
      shall be converted into Restricted Stock Units, and further provided that such
      Restricted Stock Units shall be subject to the same forfeiture restrictions
      and
      restrictions on transferability as apply to the Restricted Stock Units with
      respect to which they relate.

    


    6.           Tax
      Withholding Obligations.  Regardless of any action the
      Company or the Participant’s actual employer (the “Employer”) takes with respect
      to any or all income tax (including federal, state and local taxes), social
      insurance, payroll tax, payment on account or other tax-related withholding
      (“Tax-Related Items”), the Participant acknowledges that the ultimate liability
      for all Tax-Related Items legally due by the Participant is and remains the
      Participant’s responsibility and that the Company and/or the Participant’s
      actual employer (i) make no representations or undertakings regarding the
      treatment of any Tax-Related Items in connection with any aspect of the
      Restricted Stock Units, including the grant of the Restricted Stock Units,
      the
      vesting of Restricted Stock Units, the conversion of the Restricted Stock Units
      into shares or the receipt of a dividend equivalent payment, the subsequent
      sale
      of any shares acquired at vesting and the receipt of any dividends; and (ii)
      do
      not commit to structure the terms of the grant or any aspect of the Restricted
      Stock Units to reduce or eliminate the Participant’s liability for Tax-Related
      Items.

    


    Prior
      to
      the issuance of shares upon vesting of Restricted Stock Units, the Participant
      shall pay, or make adequate arrangements satisfactory to the Company or to
      the
      Employer (in their sole discretion) to satisfy all Tax-Related Items withholding
      obligations of the Company and/or the Employer.  In this regard, the
      Participant authorizes the Company or the Employer to withhold all applicable
      Tax-Related Items legally payable by the Participant from the Participant’s
      wages or other cash compensation payable to the Participant by the Company
      or
      the Employer.  Alternatively, or in addition, the Company or the
      Employer may, in its sole discretion, (a) sell or arrange for the sale of shares
      of Common Stock (in either case on your behalf and at your direction pursuant
      to
      this authorization) to be issued on the vesting of Stock Units to satisfy the
      Tax-Related Item withholding obligation, and/or (b) withhold in shares, provided
      that the Company and the Employer shall withhold only the amount of shares
      necessary to satisfy the minimum withholding amount.  If the
      obligation for Tax-Related Items is satisfied by withholding a number of shares
      of Common Stock as described herein, the Participant understands that he or
      she
      will be deemed to have been issued the full number of shares of Common Stock
      subject to the converted Restricted Stock Units, notwithstanding that a number
      of shares are held back solely for the purpose of paying the Tax-Related Items
      that are due.  The Participant shall pay to the Company or to the
      Employer any amount of Tax-Related Items that the Company or the Employer may
      be
      required to withhold as a result of the Participant’s receipt of Restricted
      Stock Units, the vesting of Restricted Stock Units and the issuance of shares
      of
      Common Stock that cannot be satisfied by the means previously
      described.  The Company may refuse to deliver shares to the
      Participant if the Participant fails to comply with the Participant’s obligation
      in connection with the Tax-Related Items as described herein.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    7.           Nature
      of Grant.  In accepting the Award, the
      Participant acknowledges that:

    


    (a)           the
      Long-Term Incentive Plan is established voluntarily by the Company, it is
      discretionary in nature and may be modified, amended, suspended or terminated
      by
      the Company at any time, as provided in the Long-Term Incentive
      Plan;

    


    (b)           the
      Award of Restricted Stock Units is voluntary and occasional and does not create
      any contractual or other right to receive future awards of Restricted Stock
      Units, or benefits in lieu of Restricted Stock Units even if Restricted Stock
      Units have been awarded repeatedly in the past;

    


    (c)           all
      decisions with respect to future awards, if any, will be at the sole discretion
      of the Company;

    


    (d)           The
      Participant’s participation in the Long-Term Incentive Plan is
      voluntary;

    


    (e)           Restricted
      Stock Units are an extraordinary item that does not constitute compensation
      of
      any kind for services of any kind rendered to the Company or to the Employer,
      and Restricted Stock Units are outside the scope of the Participant’s employment
      contract, if any;

    


    (f)           Restricted
      Stock Units are not part of normal or expected compensation or salary for any
      purposes, including, but not limited to, calculation of any severance,
      resignation, termination, redundancy, end of service payments, bonuses,
      long-service awards, pension or retirement benefits or similar
      payments;

    


    (g)           neither
      the Award of Restricted Stock Units nor any provision of this Award Agreement,
      the Long-Term Incentive Plan or the policies adopted pursuant to the Long-Term
      Incentive Plan confer upon the Participant any right with respect to employment,
      and in the event that the Participant is not an employee of the Company,
      Restricted Stock Units shall not be interpreted to form an employment contract
      or relationship with the Company;

    


    (h)           the
      future value of the underlying shares is unknown and cannot be predicted with
      certainty;

    


    (i)           if
      the Participant receives shares, the value of such shares acquired on vesting
      of
      Restricted Stock Units may increase or decrease in value; and

    


    (j)           no
      claim or entitlement to compensation or damages arises from termination of
      Restricted Stock Units, and no claim or entitlement to compensation or damages
      shall arise from any diminution in value of the Restricted Stock Units or shares
      received upon vesting of Restricted Stock Units resulting from termination
      of
      the Participant’s employment by the Company or the Employer (for any reason
      whatsoever and whether or not in breach of local labor laws) and the Participant
      irrevocably releases the Company and the Employer from any such claim that
      may
      arise; if, notwithstanding the foregoing, any such claim is found by a court
      of
      competent jurisdiction to have arisen, then, by signing this Award Agreement,
      the Participant shall be deemed irrevocably to have waived his or her
      entitlement to pursue such claim.

    


    8.           Data
      Privacy Notice and Consent.  The
Participant
      hereby
      explicitly and unambiguously consents to the collection, use and transfer,
      in
      electronic or other form, of the
      Participant’s personal data
      as described in this Award Agreement by and among, as applicable,
the
      Participant’s employer, the
      Company, its Subsidiaries and its affiliates for the exclusive purpose of
      implementing, administering and managing the
      Participant’s participation
      in the Long-Term Incentive
      Plan.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    The
      Participant understands that the Company and the Participant’s employer may hold
      certain personal information about the Participant, including, but not limited
      to, the Participant’s name, home address and telephone number, date of birth,
      social insurance number or other identification number, salary, nationality,
      job
      title, any shares of stock or directorships held in the Company, details of
      all
      Restricted Stock Units or any other entitlement to shares awarded, canceled,
      vested, unvested or outstanding in the Participant’s favor, for the purpose of
      implementing, administering and managing the Long-Term Incentive Plan
      (“Data”).  The Participant understands that Data may be transferred to
      any third parties assisting in the implementation, administration and management
      of the Long-Term Incentive Plan, that these recipients may be located in the
      Participant’s country, or elsewhere, and that the recipient’s country may have
      different data privacy laws and protections than the Participant’s
      country.  The Participant understands that the Participant may request
      a list with the names and addresses of any potential recipients of the Data
      by
      contacting the Participant’s local human resources
      representative.  The Participant authorizes the recipients to receive,
      possess, use, retain and transfer the Data, in electronic or other form, for
      the
      purposes of implementing, administering and managing the Participant’s
      participation in the Long-Term Incentive Plan, including any requisite transfer
      of such Data as may be required to a broker, escrow agent or other third party
      with whom the shares received upon vesting of the Restricted Stock Units may
      be
      deposited.  The Participant understands that Data will be held only as
      long as is necessary to implement, administer and manage the Participant’s
      participation in the Long-Term Incentive Plan.  the Participant
      understands that the Participant may, at any time, view Data, request additional
      information about the storage and processing of Data, require any necessary
      amendments to Data or refuse or withdraw the consents herein, in any case
      without cost, by contacting in writing the Participant’s local human resources
      representative.  The Participant understands that refusal or
      withdrawal of consent may affect the Participant’s ability to participate in the
      Long-Term Incentive Plan.  For more information on the consequences of
      the Participant’s refusal to consent or withdrawal of consent, the Participant
      understands that the Participant may contact the Participant’s local human
      resources representative.

    


    9.           Assignability.  Until
      the Restricted Stock Units are vested as provided above, they may not be sold,
      transferred, pledged, assigned, or otherwise alienated other than in accordance
      with Paragraph 13 of the Long-Term Incentive Plan at any time.  Any
      attempt to do so contrary to the provisions hereof shall be null and
      void.  No assignment of the Restricted Stock Units 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.

    


    10.           Rights
      as Stockholder.  The Participant shall not have voting or
      any other rights as a stockholder of the Company with respect to the Restricted
      Stock Units.  Upon settlement of the Restricted Stock Units into
      shares of Common Stock, the Participant will obtain full voting and other rights
      as a stockholder of the Company.

    


    11.           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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    12.           Restrictions
      and Related Representations. Upon the acquisition
      of any shares of Common Stock pursuant to the vesting of the Restricted Stock
      Units 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.

    


    13.           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 unles the Company,
      in its sole discretion, decides to deliver any documents related to Restricted
      Stock Units awarded under the Long-Term Incentive Plan or future restricted
      stock units that may be awarded under the Long-Term Incentive Plan by electronic
      means or request the Participant’s consent to participate in the Long-Term
      Incentive Plan by electronic means.  The Participant’s hereby consents
      to receive such documents by electronic delivery and agrees 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.  Any notice given by the Company to the Participant directed
      to him at his address on file with the Company 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.

    


    14.           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 9 (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.

    


    15.           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.

    


    16.           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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    17.           Severability.  If
      all or any part of this Award or the Long-Term Incentive Plan is declared by
      any
      court or governmental authority to be unlawful or invalid, such unlawfulness
      or
      invalidity shall not invalidate any portion of this Award or the Long-Term
      Incentive Plan not declared to be unlawful or invalid.  Any Section of
      this Award (or part of such a Section) so declared to be unlawful or invalid
      shall, if possible, be construed in a manner which will give effect to the
      terms
      of such Section or part of a Section to the fullest extent possible while
      remaining lawful and valid.

    


    18.           No
      Right of Employment. Neither the granting of the
      Restricted Stock Units, 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.

    


    19.           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 Units 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 Units which are then subject to restrictions as provided
      herein.

    


    20.           Precondition
      of Legality.  Notwithstanding anything
      to the contrary contained herein, the Participant agrees that the Company will
      not be obligated to issue any shares pursuant to this Award, if 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.

    


    21.           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.

    


    22.           Construction.  The
      Restricted Stock Units are 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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    23.           Language.  If
      the Participant has received this Award Agreement or any other document related
      to the Long-Term Incentive Plan translated into a language other than English
      and if the translated version is different than the English version, the English
      version will control.

    


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

    


    *   *   *

     

    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    

      APPENDIX
        A

      TO
        TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

      SPECIAL
        PROVISIONS FOR PARTICIPANTS OUTSIDE THE UNITED STATES

      


      This
        Appendix A, which is part of the Award Agreement, includes additional terms
        and
        conditions of the award of Restricted Stock Units that will apply to
        Participants in the countries listed below.  Please note that the
        exchange control information provided below is current as of May
        2007.  However, exchange controls are subject to change and the
        Participants should consult his or her personal advisor(s) with respect to
        the
        applicable exchange controls (if any) which may apply to the vesting of the
        Restricted Stock Units, acquisition and/or sale of the
        Shares.  Capitalized terms used but not defined herein shall have the
        same meanings assigned to them in the Plan, the Award Agreement and the Notice
        of Grant.

      


      Australia

      


      No
        special provisions.

      


      Austria

      


      Consumer
        Protection Act Notice

      


      The
        Participant acknowledges that he or she may be entitled to revoke the Award
        Agreement on the basis of the Austrian Consumer Protection Act according
        the
        following rules:

      


      
        	
                 

              	
                (i)

              	
                If
                  the Participant receives the award of Restricted Stock Units under
                  the
                  Plan outside the business premises of the Company, the Participant
                  may be
                  entitled to revoke his or her acceptance of the Award
                  Agreement.  The revocation must be made within one week after
                  the Participant has signed the Notice of
                  Grant.

              


      

      


      
        	
                 

              	
                (ii)

              	
                The
                  revocation must be in written form to be valid.  It is
                  sufficient if the Participant returns the Award Agreement to the
                  Company
                  or the Company’s representative with language that can be understood as
                  his or her refusal to conclude or honor the Award Agreement.  It
                  is sufficient if the revocation is sent within the period discussed
                  above.

              


      

      


      Canada

      


      No
        special provisions as no employees reside in Quebec.

      


      France

      


      No
        special provisions.

      


      Germany

      


      No
        special provisions.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      APPENDIX
        A

      


      Hong
        Kong

      


      Restricted
        Stock Units Payable Only in Shares

      


      Restricted
        Stock Units awarded to Participants in Hong Kong shall be paid in Shares
        only.  In no event shall any of such Restricted Stock Units be paid in
        cash, notwithstanding any discretion contained in the Plan.

      


      Securities
        Law Notice

      


      This
        offer of Restricted Stock Units and the Shares subject to the Restricted
        Stock
        Units is not a public offer of securities and is available only for the personal
        use of each eligible employee of the Company or any parent or Subsidiary
        participating in the Plan.  The contents of this Appendix A, the Award
        Agreement and the Plan have not been reviewed by any regulatory authority
        in
        Hong Kong and are prepared in accordance with or intended to constitute a
        ‘prospectus’ for a public offering of securities under the applicable companies
        and securities legislation in Hong Kong.

      


      Italy

      


      Exchange
        Controls

      


      Participant
        must report on their annual
        tax return the transfer of shares of Common Stock exceeding EU12,500 to Italy,
        any foreign investment held abroad at the end of the calendar year in excess
        of
        EU12,500 (including shares of Common Stock), and the amount of the transfers
        to
        and from abroad which have had an impact during the calendar year on foreign
        investments outside of Italy.

      


      Plan
        Document Acknowledgement

      


      By
        accepting the award of Restricted Stock Units, the Participant acknowledges
        that
        he or she has received a copy of the Plan, has review the Plan and the Award
        Agreement in their entirety and fully understands and accepts all provisions
        of
        the Plan and the Award Agreement.

      


      The
        Participant further acknowledges that he or she has read and specifically
        and
        expressly approves the following clauses in the Award
        Agreement:  Paragraph 6:  Tax Withholding Obligations;
        Paragraph 7:  Nature of Grant; Paragraph 9:  Assignability;
        Paragraph 13: Notices and Electronic Delivery; Paragraph
        24:  Governing Law; and the Data Privacy Consent below.

      


      Data
        Privacy Notice and Consent

      


      Notwithstanding
        Paragraph 8 or any other provision of the Award Agreement, Participant agrees
        that the following shall apply with regard to data privacy in
        Italy:

      


      Participant
        hereby explicitly and unambiguously consents to the collection, use, processing
        and transfer, in electronic or other form, of personal data as described
        in this
        section of Appendix A by and among, as applicable, the Employer
        and the Company and any of its Subsidiaries for the exclusive purpose of
        implementing, administering and managing Participant’s participation in the
        Plan.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      APPENDIX
        A

      


      Participant
        understands that the Employer, the Company and any of its Subsidiaries may
        hold
        certain personal information about Participant, including, Participant’s name,
        home address and telephone number, date of birth, social insurance number
        or
        other identification number, salary, nationality, job title, any Shares or
        directorships held in the Company, details of the award of Restricted Stock
        Units or any other entitlement to Shares awarded, canceled, exercised, vested,
        unvested or outstanding in Participant’s favor, for the exclusive purpose of
        managing and administering the Plan (“Data”).

      


      Participant
        also understands that providing the Company with Participant’s Data is necessary
        for the performance of the Plan and that Participant’s denial to provide such
        Data would make it impossible for the Company to perform its contractual
        obligations and may affect Participant’s ability to participate in the
        Plan.  The Controller of personal data processing is Fossil, Inc.,
        with registered offices at 2280 N. Greenville Ave., Richardson, Texas 75082,
        United States of America, and, pursuant to Legislative Decree no. 196/2003,
        its
        representative in Italy is Fossil Italia, S.r.l. with registered offices
        at Via
        Vecchia Ferriera, 4 I-36100 Vicenza, Italy.  Participant understands
        that Participant’s Data will not be publicized, but it may be transferred to
        Citi Smith Barney or other third
        parties, banks, other financial institutions or brokers involved in the
        management and administration of the Plan.  Participant further
        understands that the Company and/or its Subsidiaries will transfer Data amongst
        themselves as necessary for the purpose of implementation, administration
        and
        management of Participant’s participation in the Plan, and that the Company
        and/or its Subsidiaries may each further transfer Data to third parties
        assisting the Company in the implementation, administration and management
        of
        the Plan, including any requisite transfer to Citi Smith Barney or another third party with
        whom Participant may elect to deposit any Shares acquired under the
        Plan.  Such Participants may receive, possess, use, retain and
        transfer the Data in electronic or other form, for the purposes of implementing,
        administering and managing Participant’s participation in the
        Plan.  Participant understands that these Participants may be located
        in the European Economic Area, or elsewhere, such as the U.S. or
        Asia.  Should the Company exercise its discretion in suspending all
        necessary legal obligations connected with the management and administration
        of
        the Plan, it will delete Participant’s Data as soon as it has accomplished all
        the necessary legal obligations connected with the management and administration
        of the Plan.

      


      Participant
        understands that Data processing related to the purposes specified above
        shall
        take place under automated or non-automated conditions, anonymously when
        possible, that comply with the purposes for which Data are collected and
        with
        confidentiality and security provisions as set forth by applicable laws and
        regulations, with specific reference to Legislative Decree no.
        196/2003.

      


      The
        processing activity, including communication, the transfer of Participant’s Data
        abroad, including outside of the European Union, as herein specified and
        pursuant to applicable laws and regulations, does not require Participant’s
        consent thereto as the processing is necessary to performance of contractual
        obligations related to implementation, administration and management of the
        Plan.  Participant understands that, pursuant to Section 7 of the
        Legislative Decree no. 196/2003, Participant has the right to, including
        but not
        limited to, access, delete, update, ask for rectification of Participant’s Data
        and estop, for legitimate reason, the Data processing.  Furthermore,
        Participant is aware that Participant’s Data will not be used for direct
        marketing purposes.  In addition, the Data provided can be reviewed
        and questions or complaints can be addressed by contacting Participant’s local
        human resources department.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      APPENDIX
        A

      


      Japan

      


      No
        special provisions.

      


      Mexico

      


      Labor
        Law Policy Statement

      


      This
        provision supplements Paragraph 7 of the Agreement:

      


      In
        accepting the Restricted Stock Units, the Participant acknowledges that he
        or
        she understands and agrees that: (i) the Restricted Stock Units are not related
        to the salary and other contractual benefits granted to the Participant by
        the
        Employer; and (ii) any modification of the Plan or its termination shall
        not
        constitute a change or impairment of the terms and conditions of Participant’s
        employment.

      


      Policy
        Statement:

      


      La
        invitación que la Compañía hace en relación con el Plan es unilateral y
        discrecional, por lo tanto, la Compañía se reserva el derecho absoluto para
        modificar o terminar el mismo en cualquier momento, sin ninguna responsabilidad
        para el Otorgario.

      


      Esta
        invitación y, en el caso del  Otorgario, la adquisición de acciones,
        de ninguna manera establecen relación laboral alguna entre el
        Otorgario  y la Compañía.  Tampoco establece derecho alguno
        entre el Otorgario y su empleador.

      


      English
        Translation:

      


      The
        invitation the Company is making under the Plan is unilateral and discretionary
        and, therefore, the Company reserves the absolute right to amend it and
        discontinue it at any time without any liability to the
        Participant.

      


      This
        invitation and, in Participant’s case, the receipt of shares does not, in any
        way, establish a labor relationship between the Participant and the Company
        and
        it does not establish any rights between Participant and the
        Employer.

      


      Netherlands

      


      Notification
        For Dutch Participants

      


      The
        Participant has been granted Restricted Stock Units under the Plan, pursuant
        to
        which the Participant may acquire shares of the Company’s
        Shares.  Participants that are residents of the Netherlands should be
        aware of the Dutch insider trading rules, which may impact the sale of Shares
        issued upon vesting of the Restricted Stock Units.  In particular, the
        Participant may be prohibited from effecting certain Share transactions if
        he or
        she has insider information regarding the Company.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      APPENDIX
        A

      


      Below
        is
        a discussion of the applicable restrictions.  The Participant is
        advised to read the discussion carefully to determine whether the insider
        rules
        could apply to him or her.  If it is uncertain whether the insider
        rules apply, we recommend that the Participant consults with his or her legal
        advisor.  Please note that the Company cannot be held liable if a
        Participant violates the Dutch insider rules.  The Participant is
        responsible for ensuring his or her compliance with these rules.

      


      By
        entering into the Award Agreement and participating in the Plan, the Participant
        acknowledges having read and understood the Notification below and acknowledges
        that it is his or her responsibility to comply with the Dutch insider trading
        rules, as discussed herein.

      


      Prohibition
        Against Insider Trading

      


      Dutch
        securities laws prohibit insider trading.  Under Article 46 of the Act
        on the Supervision of the Securities Trade 1995, anyone who has “inside
        information” related to the Company is prohibited from effectuating a
        transaction in securities in or from the Netherlands.  “Inside
        information” is knowledge of a detail concerning the issuer to which the
        securities relate that is not public and which, if published, would reasonably
        be expected to affect the stock price, regardless of the development of the
        price.  The insider could be any employee of the Company or its Dutch
        Subsidiary who has inside information as described above.

      


      Given
        the
        broad scope of the definition of inside information, certain employees of
        the
        Company working at its Dutch Subsidiary may have inside information and thus,
        would be prohibited from effectuating a transaction in securities in the
        Netherlands at a time when he or she had such inside information.

      


      Exchange
        Controls

      


      The
        Dutch Central Bank may require that
        certain reporting requirements be complied with in connection with payments
        received from abroad.  The Participant should check with his or her
        financial institution before transferring funds to the Netherlands from the
        sale
        of the shares of Common Stock or dividends.

      


      Singapore

      


      Securities
        Law Notification

      


      The
        grant
        of the award of Restricted Stock Units under the Plan is being made on a
        private
        basis and is, therefore, exempt from registration in
        Singapore.  Shares of Common Stock are traded on a U.S. exchange and
        Participants are not able to resell shares on a Singapore
        exchange.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      APPENDIX
        A

      


      Director
        Notification

      


      If
        the
        Participant is a director, associate director or shadow director of a Singapore
        Subsidiary of the Company, the Participant is subject to certain notification
        requirements under the Singapore Companies Act.  Among these
        requirements is an obligation to notify the Singapore Subsidiary in writing
        when
        the Participant receives an interest (e.g., Restricted Stock Units,
        shares of Common Stock) in the Company or any related
        companies.  Please contact the Company to obtain a copy of the
        notification form.  In addition, the Participant must notify the
        Singapore Subsidiary when the Participant sells shares of Common Stock of
        the
        Company or any related company (including when the Participant sells shares
        of
        Common Stock acquired pursuant to this award).  These notifications
        must be made within two days of acquiring or disposing of any interest in
        the
        Company or any related company.  In addition, a notification must be
        made of the Participant’s interests in the Company or any related company within
        two days of becoming a director.

      


      Spain

      


      Labor
        Law Acknowledgement

      


      This
        paragraph supplements paragraph 7 of the Award Agreement.

      


      In
        accepting the Restricted Stock Unit award, the Participant acknowledges that
        he
        or she consents to participation in the Plan and has received a copy of the
        Plan
        and the Award Agreement.  The Participant understands that the Company
        has unilaterally, gratuitously and discretionally decided to grant Restricted
        Stock Units under the Plan to individuals who may be employees of the Company
        or
        its Subsidiaries throughout the world.  The decision is a limited
        decision that is entered into upon the express assumption and condition that
        the
        grant will not bind the Company or any of its
        Subsidiaries.  Consequently, the Participant understands that the
        Restricted Stock Units are granted on the assumption and condition that the
        Restricted Stock Units or the shares of Common Stock acquired pursuant to
        the
        award shall not become a part of any employment contract (either with the
        Company or any of its Subsidiaries) and shall not be considered a mandatory
        benefit, salary for any purposes (including severance compensation) or any
        other
        right whatsoever.  In addition, the Participant understands that this
        award would not be made to the Participant but for the assumptions and
        conditions referred to above; thus, the Participant acknowledges and freely
        accepts that should any or all of the assumptions be mistaken or should any
        of
        the conditions not be met for any reason, then any grant of Restricted Stock
        Units shall be null and void.

      


      Exchange
        Control Requirements

      


      To
        participate in the Plan, the Participant must comply with exchange control
        regulations in Spain.  When Participant sells the shares of Common
        Stock received upon the vesting of the Restricted Stock Units or receives
        dividends on such shares and transfers the cash proceeds from these transactions
        into Spain, the Participant must inform the financial institution receiving
        the
        payment of the basis upon which such payment is made.  The Participant
        will need to provide the institution with the following
        information:  (i) the Participant’s name, address, and fiscal
        identification number; (ii) the name and corporate domicile of the Company
        (i.e., Richardson, Texas, USA); (iii) the amount of the payment; (iv) the
        currency used; (v) the country of origin; (vi) the reasons for the payment;
        and
        (vii) further information that may be required.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      APPENDIX
        A

      


      If
        the
        Participant wishes to import the ownership title of shares of Common Stock
        obtained under the Plan into Spain, the Participant must declare the importation
        of such securities to the Dirección General de Política Comercial e Inversiones
        Exteriores (i.e., the Bureau for Commercial Policy and Foreign Investments,
        which is a department of the Ministry of Economy).

      


      Securities
        Law Notice

      


      The
        grant
        of Restricted Stock Units and the shares of Common Stock issued pursuant
        to the
        award are considered a private placement outside of the scope of Spanish
        laws on
        public offerings and issuances.

      


      Sweden

      


      No
        special provisions.

      


      Switzerland

      


      No
        special provisions.

      


      United
        Kingdom

      


      Tax
        Withholding Obligations

      


      The
        following supplements Paragraph 6 of the Award Agreement:

      


      If
        payment or withholding of the income tax due is not made within 90 days of
        the
        event giving rise to the Tax-Related Items (the “Due Date”) or such other period
        specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions)
        Act 2003, the amount of any uncollected Tax-Related Items shall constitute
        a
        loan owed by the Participant to the Employer, effective on the Due
        Date.  The Participant agrees that the loan will bear interest at the
        then-current HM Revenue and Customs Official Rate, it will be immediately
        due
        and repayable, and the Company or the Employer may recover it at any time
        thereafter by any of the means referred to in Paragraph 6 of the Award
        Agreement.  Notwithstanding the foregoing, if the Participant is an
“Officer” (as defined in Rule 16a-1(f) of the U.S. Securities Exchange Act of
        1934), the terms of this provision will not apply to the
        Participant.  In the event that Tax-Related Items are not collected
        from or paid by an Officer Participant by the Due Date, the amount of any
        uncollected Tax-Related Items may constitute a benefit to the Participant
        on
        which additional income tax and National Insurance Contributions may be
        payable.  The Participant agrees that Fossil and/or the Employer may
        collect any income tax and National Insurance Contributions due on this
        additional benefit from the Participant by any of the means set forth in
        Paragraph 6 of the Award Agreement.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      APPENDIX
        A

      


      Director
        Notification

      


      If
        the
        Participant is a director or shadow director of a UK Subsidiary of the Company
        and the UK Subsidiary is not wholly owned by the Company, the Participant
        is
        subject to certain notification requirements under the Companies
        Act.  Specifically, the Participant must notify the UK Subsidiary in
        writing of the Participant’s interest in the Company and the number and class of
        shares or rights to which the interest relates.  The Participant must
        also notify the UK Subsidiary when the Participant acquires or sells Common
        Stock acquired through the Restricted Stock Units.  This disclosure
        requirement also applies to any rights or Common Stock acquired by the
        Participant’s spouse or children (under the age of 18).

      


      


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