Unassociated Document


    
      
        

      

    

    
      Exhibit
        10.40

       

      Restricted
        Stock Unit Award

    

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

    


    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,
      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 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 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
      in Event of Nonemployment.  In the event that the
      Participant ceases to be employed by the Company or any of its Subsidiaries
      before a Vesting Date for any reason other than death, the unvested Restricted
      Stock Units granted pursuant to this Agreement shall be forfeited.

    


    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 (and in no event any later than
      the
      date that is 2 1⁄2 months following the close of the calendar year in which the
      Vesting Date occurs).  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.


    
      
        
        

      

      
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    5.           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 or settlement of
      the
      Restricted Stock Units.  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 settlement of the
      Restricted Stock Units.  The Company shall not deliver any of the
      shares of Common Stock until and unless the Participant has made the deposit
      required herein or proper provision for required withholding has been
      made.

    


    6.           Assignability.  Until
      the Restricted Stock Units are vested as provided above, they may not be sold,
      transferred, pledged, assigned, or otherwise alienated  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
      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.

    


    7.           No
      Stockholder Rights.  The Participant
      shall have no rights as a stockholder of the Company with respect to the
      Restricted Stock Units 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 13 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.           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.


    
      
        
        

      

      
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    10.           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 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.

    


    11.           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.

    


    12.           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.

    


    13.           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.


    
      
        
        

      

      
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    14.           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.

    


    15.           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.

    


    16.           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.

    


    17.           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.

    


    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 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.

    


    20.           Governing
      Law.  The Restricted Stock Unit 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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