Unassociated Document


    
      

    

    Exhibit
      10.43

     

     RESTRICTED
      STOCK AWARD

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

    For
      Non-U.S. Participants

    


    


    This
      RESTRICTED STOCK 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 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 as 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 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 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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    4.           Tax
      Withholding.  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
      Employer (i) make no representations or undertakings regarding the
      treatment of any Tax-Related Items in connection with any aspect of the
      Restricted Stock, including the grant of the Restricted Stock, the vesting
      of
      Restricted Stock, the subsequent sale of any shares 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 to reduce or eliminate the Participant’s
      liability for Tax-Related Items.

    


    Prior
      to
      the tax event for the Restricted Stock or the receipt of a dividend, 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 Participant agrees and authorizes the sale of shares of Common
      Stock upon the lifting of any restrictions, as directed by the Company or the
      Employer, to satisfy the Tax-Related Items withholding
      obligation.  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, the lifting of restrictions on the Restricted Stock, the receipt of
      any
      diviendsthat cannot be satisfied by the means previously
      described.  The Company may refuse to lift the restriction on the
      shares of Common Stock  if the Participant fails to comply with the
      Participant’s obligation in connection with the Tax-Related Items as described
      herein.

    


    5.           Acknowledgment
      of Nature of Plan and Restricted Stock.  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 is voluntary and occasional and does not create any
      contractual or other right to receive future awards of Restricted Stock, or
      benefits in lieu of Restricted Stock even if Restricted Stock 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 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 are outside the scope of the Participant’s employment contract,
      if any;


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (f)           Restricted
      Stock 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 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
      or continuation of current employment, and in the event that the Participant
      is
      not an employee of the Company or any Subsidiary of the Company, Restricted
      Stock shall not be interpreted to form an employment contract or relationship
      with the Company or any Subsidiary of the Company;

    


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

    


    (i)           the
      value of such shares acquired under the Long-Term Incentive Plan may increase
      or
      decrease in value; and

    


    (j)           no
      claim or entitlement to compensation or damages arises from termination of
      Restricted Stock, and no claim or entitlement to compensation or damages shall
      arise from any diminution in value of the Restricted Stock or forfeiture of
      Restricted Stock 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.

    


    6.           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 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 Restricted Stock
      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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    7.           Termination
      in Event of Nonemployment. In the
      event of the Participant’s termination of active employment (whether or not in
      breach of local labor laws) before all the Participant’s Restricted Stock has
      vested, or in the event other conditions to the vesting of Restricted Stock
      have
      not been satisfied prior to any deadline for the satisfaction of such conditions
      set forth herein, the shares of Restricted Stock that have not vested shall
      be
      forfeited as of the date of 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, and
      any purchase price paid by the Participant shall be returned to the
      Participant.

    


    8.           Assignability.  The
      rights granted pursuant hereto shall not be assignable or transferable by the
      Participant other than in accordance with Section 13 of the Long-Term Incentive
      Plan.  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.

    


    9.           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.

    


    10.           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.

    


    11.           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.

    


    12.           Notices
      and Electronic Delivery.  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 related to the Restricted Stock or any future restricted stock
      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 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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    13.           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 8 (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.

    


    14.           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.

    


    15.           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.

    


    16.           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.

    


    17.           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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    18.           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.

    


    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.           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 Agreement to be construed so as to foster the intent of this
      Award and the Long-Term Incentive Plan.

    


    21.           Language.  If
      the Participant has received this 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.

    


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

    


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