exv10w1






Exhibit 10.1




[FORM]

LIZ CLAIBORNE, INC.

2010 PROFITABILITY INCENTIVE AWARD

NOTICE OF AWARD TO:




	 	 	 	 	 

	PARTICIPANT NAME:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	PARTICIPANT ID:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	GRANT DATE:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 

	 
	 	[75% of Total Value]
	 	$[25%]
	 
	 	 
	 	 
	 
	 	NUMBER OF SHARES
	 	CASH BONUS
	 
	 	(“LONG-TERM COMPONENT”)
	 	(“INTERMEDIATE COMPONENT”)






          We are pleased to inform you that, pursuant to the Company’s 2010 Section 162(m) Long Term
Performance Plan, the Compensation Committee of the Board of Directors of Liz Claiborne, Inc., has
made an award to you as of the grant date specified above, subject to the terms and conditions set
forth in the attached Award Agreement.




*                    *                     *





 









 








2010 Profitability Incentive Award Agreement 




          The Award Agreement (the “Award Agreement”) is made as of the Grant Date set forth in
the attached Notice of Award (the “Grant Date”), by and between Liz Claiborne, Inc. (the
“Company”) and the employee named in the attached Notice of Award (the
“Participant”).




          The Compensation Committee (the “Committee”) of the Board of Directors of the Company
(“Board”) has made the award described herein (the “Award”) to the Participant
under the Company’s 2010 Section 162(m) Long Term Performance Plan (the “162(m) Plan”) and
authorized and directed the execution and delivery of the Award Agreement. The restricted stock
units granted pursuant to this Award Agreement shall be made pursuant to the 162(m) Plan and the
Liz Claiborne, Inc. 2005 Stock Incentive Plan (or its successor plan) (the “Equity Plan”).




                    1.       2010 Profitability Incentive Award. The Award consists of a number of restricted
stock units set forth in the Notice of Award (the “Long-Term Component”) and a cash bonus
payment in the amount set forth in the Notice of Award (the “Intermediate Component”).



                    2.       Threshold Section 162(m) Goal.



                    (a)     The Award shall not vest and no amount shall be paid in respect of the Award unless and
until the Committee certifies that the Company has achieved $200,000,000 of cumulative operating
cash flow during any four (4) consecutive quarters during the Performance Period (as defined below)
(the “162(m) Goal”). If the 162(m) is not achieved during the Performance Period, the
Award will be immediately cancelled and the Participant will have no further rights with respect to
the Award.



                    (b)     Once the Committee certifies that the 162(m) Goal has been achieved, the Participant’s
entitlement to payment in respect of the Award will be determined in accordance with the terms of
this Award Agreement. In no event shall the Participant receive payment in respect of the Award in
an amount that exceeds the maximum amount allocated to the Participant in the Committee’s
resolution approving the establishment of the 162(m) Goal.



                    3.       Vesting.



                    (a)     Subject to Section 2, the Participant shall vest in the Award based on (i) the achievement
of the applicable Performance Metrics (as defined in Section 3(b) below) during the Performance
Period and (ii) the Participant not experiencing a separation from service from the Company prior
to the applicable Payment Date (as defined in Section 5(b) below).



                    (b)     The “Performance Period” shall be the period beginning on the Grant Date and
ending on the earlier of (i) the third anniversary of the Grant Date or (ii) a Change in Control.



                    (c)     The performance metrics (the “Performance Metrics”) for the Award are set forth
below:




         (i)     Long-Term Component. Fifty percent (50%) of the Long-Term Component shall
vest if, during the Performance Period, the Company achieves trailing adjusted earnings per
share that equals or exceeds $1.00 for any four (4) consecutive



 









 






quarters during the Performance Period (the “Adjusted EPS Goal”). The
remaining fifty percent (50%) of the Long-Term Component shall vest if, during the
Performance Period, (x) the Adjusted EPS Goal has been achieved and (y) the trailing
Earnings Before Interest, Taxes, Depreciation and Amortization margin for any four (4)
consecutive quarters during the Performance Period equals or exceeds 10% (“EBITDA Margin
Goal”). In each case, the Participant must not experience a separation from service
from the Company prior to the applicable Payment Date.




         (ii)     Intermediate Component. The Intermediate Component shall vest if (x) at
any time during the Performance Period, the Company achieves trailing adjusted earnings per
share that is positive for any four (4) consecutive quarters during the Performance Period
(“Positive EPS Goal”) and (y) the Participant does not experience a separation from
service from the Company prior to the earlier of (a) the date on which both the Adjusted EPS
Goal and the 162(m) Goal have been achieved or (b) the last day of the Performance Period.



                    (d)     For purposes of the Award, “Change in Control” shall be deemed to have occurred
upon the happening of any of the following events: (i) any “person,” including a “group,” as such
terms are defined in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended,
and the rules promulgated thereunder, becomes the beneficial owner, directly or indirectly, whether
by purchase or acquisition or agreement to act in concert or otherwise, of 35% or more of the
outstanding shares of common stock of the Company (“Shares”); (ii) the sale of all or
substantially all of the assets of the Company; or (iii) the election or appointment during any
12-month period of a majority of the members of the Board whose election or appointment is not
endorsed by a majority of the members of the Board prior to the date of the appointment or
election.1



                    4.       Adjustments.



                    (a)     No adjustment may be made to the 162(m) Goal.



                    (b)     In the event of the sale, disposition, acquisition, restructuring, discontinuance of
operations or other extraordinary corporate event in respect of a material business during the
Performance Period, the Committee shall review and adjust the goals underlying the Performance
Metrics in order to ensure that the achievement of the Performance Metrics following such event is
no more probable than the achievement prior to such event. Any determination by the Committee
under this Section 4(b) shall be final, binding and conclusive.



                    5.       Payment of Awards.



                    (a)     Long-Term Component. As soon as practicable following the earlier of (i) a Change
in Control or (ii) the last day of each quarter during the Performance Period beginning with the
fourth quarter ending after the Grant Date, the Committee shall determine and certify in writing
whether the Adjusted EPS Goal and the EBITDA Margin Goal were achieved.





 




			
	1	 	Change in Control definition as drafted for
the proposed 2010 SIP.




 









 











         (i)      If, as of the last day of the Performance Period, the Committee determines and
certifies in writing that either the 162(m) Goal or the Adjusted EPS Goal was not achieved
during the Performance Period, the entire Long-Term Component will be canceled and the
Participant will have no rights with respect to the Long-Term Component.




         (ii)     If the Committee determines that the 162(m) Goal and the Adjusted EPS Goal have
been achieved during the Performance Period but the EBITDA Margin Goal was not achieved
during the Performance Period, fifty percent (50%) of the Long-Term Component will be
canceled and the remaining fifty percent (50%) of the Long-Term Component will be delivered
in Shares within sixty (60) days following the end of the Performance Period (“Long-Term
Component Payment Date”). The Participant will have no rights with respect to the
portion of the Long-Term Component that is cancelled.




         (iii)     If the Committee determines that each of the 162(m) Goal, the Adjusted EPS Goal
and the EBITDA Margin Goal were achieved during the Performance Period, one-hundred percent
(100%) of the Long-Term Component will be delivered in Shares on the Long-Term Component
Payment Date.



                    (b)       Intermediate Component. As soon as practicable following the earlier of (i) a
Change in Control or (ii) the end of each quarter during the Performance Period, the Committee
shall determine and certify in writing whether the Positive EPS Goal has been achieved.




         (i)       If, as of the end of the Performance Period, the Committee determines and certifies
in writing that both the 162(m) Goal and the Positive EPS Goal were not achieved during the
Performance Period, the Intermediate Component will be canceled.




         (ii)       If the Committee certifies that both the 162(m) Goal and the Positive EPS Goal
have been achieved during the Performance Period, the Intermediate Component will be paid in
cash within sixty (60) days following the earlier of (i) date that the Committee determines
and certifies that both the 162(m) Goal and the Adjusted EPS Goal have been attained or (ii)
the last day of the Performance Period, in each case, subject to the Participant not
experiencing a separation from service from the Company until the payment date (the
“Intermediate Component Payment Date”, together with the Long-Term Component Payment
Date, the “Payment Date”).



                    6.         Termination of Employment.



                    (a)       Except as set forth in Section 6(b), if the Participant’s employment terminates for any
reason prior to a Payment Date, the Award shall be cancelled and the Participant will have no
rights with respect to the Award.



                    (b)        If, following a Change in Control and prior to the Intermediate Component Payment Date,
(i) the Participant’s employment is terminated by the Company without Cause2 and (ii)
the Committee determines and certifies that the 162(m) Goal and the Adjusted EPS Goal have





 




			
	2	 	Cause as defined in the 2011 Executive
Severance Agreement.




 









 









been attained, the Participant shall receive payment of the Intermediate Component within
sixty (60) days following the termination of employment.




                    7.       Rights as a Stockholder. The Participant shall have no rights as a stockholder
with respect the Award until the Shares are delivered to the Participant upon settlement of the
Award.



                    8.       Plan Provisions to Prevail. The Award is subject to all of the terms and
provisions of the 162(m) Plan. In addition, the Long-Term Component is also governed by the terms
of the Equity Plan; provided, however, that in the event of a conflict between the
Equity Plan and the 162(m) Plan, the 162(m) Plan shall govern. In the event that there is any
inconsistency between the provisions of the Award Agreement and the 162(m) Plan, the provisions of
the 162(m) Plan shall govern.



                    9.       Withholding Taxes. Prior to the delivery of any Shares or cash pursuant to the
Award, the Company shall withhold from such delivery an amount of cash or a number of Shares in an
amount sufficient, in the opinion of the Company, to satisfy all federal, state, local and other
tax that the Company is required to withhold with respect to the Award on a Payment Date. The
number of Shares to be withheld shall be calculated using the Fair Market Value of the Shares on
the applicable calculation date, rounded up to the nearest whole Share.



                    10.       Nature of Payments. The grant of the Award is in consideration of services to be
performed by the Participant for the Company and constitutes a special incentive payment. The
Award does not constitute salary, wages, regular compensation or contractual compensation for the
year or grant or any subsequent year. The parties agree that the Award is not to be included in or
taken into account in computing the amount of salary or compensation of the Participant for the
purposes of determining (i) any pension, retirement, profit-sharing, bonus, life insurance or other
benefits under any pension, retirement, profit-sharing, bonus, life insurance or other benefit plan
of the Company, (ii) any severance or other amounts payable under any other agreement between the
Company and the Participant, or (iii) any other employment related rights or benefits under law or
any plan, program or agreement.



                    11.       Administration. By accepting the grant of the Award, the Participant agrees that
no member of the Committee shall be liable for any action or determination made in good faith with
respect to the Equity Plan, the 162(m) Plan or any award thereunder or the Award Agreement. Any
action taken or decision made by the Company, the Board or the Committee or its delegates arising
out of or in connection with the construction, administration, interpretation or effect of the
Award or the Award Agreement shall lie within its sole and absolute discretion, shall not require
your consent and shall be final, conclusive and binding upon the Participant and all persons
claiming under or through the Participant. Any certifications by the Committee pursuant to the
Award shall be determined in writing and may be in any form determined by the Committee (including
as part of applicable meeting minutes). By accepting the Award, the Participant and each person
claiming under or through the Participant shall be conclusively deemed to have indicated acceptance
and ratification of, and consent to, any action taken or decision made under the Award or the Award
Agreement by the Company, the Board or the Committee or its delegates.



 









 





                    12.       Notices. Any notice to be given to the Company hereunder shall be in writing and
shall be addressed to the Corporate Secretary, Liz Claiborne, Inc., One Claiborne Avenue, North
Bergen, NJ 07047, or at such other address as the Company may hereafter designate to the
Participant by notice as provided in this Section 12. Any notice to be given to the Participant
hereunder shall be addressed to the Participant’s home address of record, or at such other address
as the Participant may hereafter designate to the Company by notice as provided herein. A notice
shall be deemed to have been duly given when personally delivered or mailed by registered or
certified mail to the party entitled to receive it.



                    13.       Right of Discharge Preserved. The grant of the Award and the terms set forth in
the Award Agreement shall not confer upon the Participant the right to continue in the employ or
other service of the Company, and shall not affect any right which the Company may have to
terminate such employment or service.



                    14.       Successors and Assigns. The terms of the Award Agreement shall be binding upon
and inure to the benefit of the Company and the successors and assigns of the Company. Except as
otherwise determined by the Committee in its sole discretion, the Participant’s rights and
interests under the Award and the Award Agreement may not be sold, assigned, transferred, or
otherwise disposed of, or made subject to any encumbrance, pledge, hypothecation or charge of any
nature. If the Participant (or those claiming under or through the Participant) attempts to
violate this Section 14, such attempted violation shall be null and void and without effect, and
the Company’s obligation to make any payment to the Participant (or those claiming under or through
the Participant) hereunder shall terminate.



                    15.       No Right to Future Awards. The Award is a discretionary award. Neither the Award
Agreement, the 162(m) Plan or the Equity Plan, nor the grant of the Award confers on the
Participant any right or entitlement to receive another award under the 162(m) Plan, the Equity
Plan or any other plan at any time in the future or with respect to any future period.



                    16.       Governing Law. The Award and the Award Agreement shall be interpreted, construed
and administered in accordance with the laws of the State of Delaware.



                    17.       Entire Agreement. The Award Agreement, the 162(m) Plan and the Equity Plan
constitute the entire agreement between the parties hereto with regard to the subject matter
hereof. They supersede all other agreements, representations or understandings (whether oral or
written and whether express or implied) that relate to the Award. By accepting the Award, the
Participant shall be deemed to accept all of the terms and conditions of the Award Agreement, the
162(m) Plan and the Equity Plan.



                    18.       Amendments. Notwithstanding any provision set forth in the Award Agreement, the
162(m) Plan and the Equity Plan and subject to all applicable laws, rules and regulations, the
Committee shall have the power to: (i) alter or amend the terms and conditions of the Awards in
any manner consistent with the provisions of Section 12 of the 162(m) Plan; (ii) without the
Participant’s consent, alter or amend the terms and conditions of the Awards in any manner that the
Committee considers necessary or advisable, in its sole discretion, to comply with, or take into
account changes in, or interpretations or rescissions of, applicable tax laws, securities laws,
employment laws, accounting rules or standards and other applicable laws, rules, regulations,



 









 




guidance, ruling, judicial decision or legal requirement; (iii) ensure that the Awards are not
subject to federal, state, local or foreign taxes prior to settlement or payment, as applicable; or
(iv) without the Participant’s consent, waive any terms and conditions that operate in favor of the
Company. Any alteration or amendment of the terms of the Awards by the Committee shall, upon
adoption, become and be binding on all persons affected thereby without requirement for consent or
other action with respect thereto by any such person. The Committee shall give notice to the
Participant of any such alteration or amendment as promptly as practicable after the adoption
thereof.




                    19.     Section 409A. The Award is intended to constitute a “short-term deferral” for
purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder (the “Code”) and is intended to comply with the
requirements of Section 409A of the Code so as not to be subject to taxes, interest or penalties
under Section 409A of the Code. The Award Agreement shall be interpreted and administered to give
effect to such intention and understanding and to avoid the imposition on the Participant of any
tax, interest or penalty under Section 409A of the Code in respect of the Award.



                    (a)     Notwithstanding anything else herein to the contrary, any payment scheduled to be made to
the Participant after the Participant’s separation from service shall not be made until the date
six months after the date of the Participant’s separation from service to the extent necessary to
comply with Section 409A(a)(B)(i) and applicable Treasury Regulations. Following any such
six-month delay, all such delayed payments will be paid in a single lump sum on the date six months
after the Participant’s separation from service. For purposes of the Award, “separation from
service” with the Company means a separation from service as defined in Section 409A of the Code
determined using the default provisions set forth in Treasury Regulation §1.409A-1(h) or any
successor regulation thereto.



                    (b)     If any provision of the Award Agreement, the 162(m) Plan or the Equity Plan would, in the
reasonable, good faith judgment of the Committee, result or likely result in the imposition on the
Participant, a beneficiary or any other person of any additional tax, accelerated taxation,
interest or penalties under Section 409A of the Code, the Company may modify the terms of the Award
Agreement, or may take any other such action, without the Participant’s consent, a beneficiary or
such other person, in the manner that the Company may reasonably and in good faith determine to be
necessary or advisable to avoid the imposition of such additional tax, accelerated taxation,
interest, or penalties or otherwise comply with Sections 409A of the Code. This Section 19 does
not create an obligation on the part of the Company to modify the Award Agreement and does not
guarantee that the Award will not be subject to additional taxes, accelerated taxation, interest or
penalties under Sections 409A of the Code.



	 	 	 	 	 

	 

	 	 	 	LIZ CLAIBORNE
	 

	 	 	 	By the Committee of
	 

	 	 	 	the Board of Directors:
	 
	 	 	 	 
	 

	 	 	 	[Members]
	 
	 	 	 	 
	 

	 	By:	 	 






 









 






	 	 	 	 	 

	 

	 	 	 	Authorized Signature
	 
	 	 	 	 
	 

	 	Name:	 	 
	 
	 	 	 	 
	 

	 	 	 	Consented and Agreed to:
	 
	 	 	 	 
	 

	 	 	 	[Executive Name]