Exhibit 10.2

 

PERFORMANCE RESTRICTED STOCK UNIT AWARD

Under the Fossil Group, Inc. 2008 Long-Term Incentive Plan

 

NOTICE OF GRANT

 

Unless otherwise defined herein, the terms defined in the Fossil Group, Inc. 2008 Long-Term Incentive Plan (the “Long-Term Incentive Plan”) shall have the same defined meanings in this Notice of Grant.

 

Name and Address of the Participant

 

You have been granted Performance Restricted Stock Units of the Company, subject to the terms and conditions of the Long-Term Incentive Plan and this Performance Restricted Stock Unit Award, as follows:

 

	
Date   of Grant
    	
 
    	
 
    
	
Vesting   Commencement Date
    	
 
    	
 
    
	
Target   Units Granted
    	
 
    	
 
    
	
Maximum   Awarded Units Granted
    	
 
    	
 
    


 

Vesting Schedule and Forfeiture:

 

Except as specifically provided in this Notice of Grant or in the Performance Restricted Stock Unit Award, your Performance Restricted Stock Units will vest on the third anniversary of the Date of Grant (the “Vesting Date”), subject to the achievement of the performance goals and vesting schedule as set forth in Exhibit A.

 

Unvested Maximum Awarded Units shall be forfeited on the earlier of (i) the Vesting Date, to the extent the performance conditions set forth in Exhibit A have not been satisfied and the Awarded Units have not vested in accordance with the vesting schedule set forth in Exhibit A, and (ii) upon your Termination of Service for any reason other (1) your death or (2) your Termination of Service on your Retirement Date (as defined in the Performance Restricted Stock Unit Award). The Performance Restricted Stock Units will become fully vested upon a Change in Control and your death.

 











 

Exhibit A

 

1.              Subject to the restrictions and conditions set forth in the Long-Term Incentive Plan and the Performance Restricted Stock Unit Award, if, on the Vesting Date, the Company’s Percentile Rank (defined below) within the Peer Group (defined below) exceeds the applicable threshold below, then the corresponding number of your Performance Restricted Stock Units shall vest on the Vesting Date, in accordance with the following schedule:

 

	
Performance Goal Achievement
   (Sales Growth)
   [Percentile Rank Among Peer Group]
    	
 
    	
Percentage of Target Units Vested (Sales
   Growth)
    
	
Threshold:
    	
 
    	
 
    
	
25.00%
    	
 
    	
10.00%
    
	
31.25%
    	
 
    	
20.00%
    
	
37.50%
    	
 
    	
30.00%
    
	
43.75%
    	
 
    	
40.00%
    
	
Target:
    	
 
    	
 
    
	
50.00%
    	
 
    	
50.00%
    
	
56.25%
    	
 
    	
56.25%
    
	
62.50%
    	
 
    	
62.50%
    
	
68.75%
    	
 
    	
68.75%
    
	
75.00%
    	
 
    	
75.00%
    
	
82.25%
    	
 
    	
81.25%
    
	
87.50%
    	
 
    	
87.50%
    
	
93.75%
    	
 
    	
93.75%
    
	
Maximum:
    	
 
    	
 
    
	
100.00%
    	
 
    	
100.00%
    


 

	
Performance Goal Achievement
   (Operating Income Margin Rate)
   [Percentile Rank Among Peer Group]
    	
 
    	
Percentage of Target Units Vested
   (Operating Income Margin Rate)
    
	
Threshold,   Target, and Maximum: 
    	
 
    	
 
    
	
68.75% and above
    	
 
    	
50.00%
    


 

The Committee shall calculate your aggregate vested percentage of Performance Restricted Stock Units by adding the percentage of Target Units vested for each individual Performance Goal.  For example, if the Performance Goal for Operating Income Margin Rate is met, so that 50% of the Target Units are vested, but the threshold Performance Goal for Sales Growth is not achieved (so no vesting relates to Sales Growth) you would vest in 50% of the Target Units.

 

2.              The Committee shall calculate the Sales Growth and Operating Income Margin Rate for the Company and each component company in the Peer Group over the Measurement Period (defined below).  The Company and each company within the Peer Group shall be ranked from lowest to highest based on the Sales Growth and the Operating Income Margin Rate for each component company.  The percentile rank of the Company will then be determined relative to the ranking of each component company in the Peer Group for each of the Performance Goals (the “Company’s Percentile Rank”).

 

3.              The determination by the Company with respect to the achievement of the Company’s Percentile Rank for vesting of your Performance Restricted Stock Units shall occur as soon as administratively practicable after the Vesting Date (and in any event on or before the date that is sixty (60) days following the Vesting Date).

 

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4.              For purposes of this Exhibit A, unless the context requires otherwise, the following terms shall have the meanings indicated:

 

a.              “Company’s Percentile Rank” shall have the meaning set forth in Section 2.

 

b.              “Measurement Period” shall mean the period commencing on and including the Date of Grant and ending on the Vesting Date.

 

c.               “Operating Income Margin Rate” shall be calculated by dividing operating income for the Measurement Period by net sales for the Measurement Period.  Operating income and net sales shall be calculated in accordance with generally accepted accounting principles.

 

d.              “Peer Group” shall be comprised of the following companies:

 

	
Abercrombie &   Fitch Co.
    	
Michael   Kors Holdings Limited
    
	
American   Eagle Outfitters, Inc.
    	
PVH   Corp.
    
	
Ann   Inc.
    	
Ralph   Lauren Corporation
    
	
Chicos   FAS, Inc.
    	
Under   Armour, Inc.
    
	
Coach, Inc.
    	
Urban   Outfitters Inc.
    
	
Columbia   Sportswear Company
    	
VF   Corporation
    
	
Deckers   Outdoor Corporation
    	
Wolverine   World Wide, Inc.
    
	
Guess?, Inc.
    	
 
    


 

The determination of the Peer Group on the Vesting Date shall be subject to the following adjustments:

 

·                  Only component companies in the Peer Group for the entire Measurement Period will be used to determine Sales Growth and Operating Income Margin Rate percentile ranks.

 

·                  If during the Measurement Period two component companies of the Peer Group merge or otherwise combine into a single company, the surviving company shall remain a component company of the Peer Group and the non-surviving company shall be removed from the Peer Group.

 

·                  If during the Measurement Period a component company of the Peer Group merges into or otherwise combines with an entity that is not a component company of the Peer Group, and the surviving company is not in the Peer Group or the surviving company is no longer publicly traded, then such surviving company will be removed from the Peer Group.

 

·                  If during the Measurement Period a component company of the Peer Group merges into or otherwise combines with an entity that is not a component company of the Peer Group, and the surviving company is in the Peer Group, then such surviving company will be included in the Peer Group.

 

·                  Based on the number of component companies that are in the Peer Group at the end of the Measurement Period, the scale set forth in Section 1 will be recalibrated, in the Committee’s discretion; provided that, such scale will reflect (1) for Sales Growth, a threshold payout with the Company’s Percentile Rank at 25.00%, a target payout with the Company’s Percentile Rank at 50.00%, and a maximum payout with the Company’s Percentile Rank at 100.00%; and (2) for Operating Income Margin Rate, threshold, target and maximum payout with the Company’s Percentile Rank at 68.75% or above.

 

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e.               “Sales Growth” means the difference between a company’s sales at the beginning of the Measurement Period and such company’s sales at the end of the Measurement Period, determined by the Committee in its reasonable discretion.

 

5.              The Committee shall have the right to amend any condition of the Award, including the vesting conditions set forth in Section 1 above.

 

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Restricted Stock Unit Award

 

under the Fossil Group, Inc. 2008 Long-Term Incentive Plan

 

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 Fossil, Inc. 2008 Long-Term Incentive Plan (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 Articles 12, 13 and 14 of the Long-Term Incentive Plan.  Each Restricted Stock Unit shall consist of the right to receive, upon the Vesting Date and subject to achievement of the performance goals set forth in the Notice of Grant, a share of Common Stock for each vested Unit, which shall be electronically registered by the Company in the name of the Participant as promptly as practicable following the Vesting Date.

 

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) based upon the achievement of the performance goals and vesting schedule as set forth in the Notice of Grant and the Company shall electronically register one share of Common Stock in the Participant’s name for each vested Unit.  Any Restricted Stock Unit that does not vest on the Vesting Date shall be forfeited.

 

Notwithstanding the vesting conditions set forth in the Notice of Grant, for the twelve (12) month period immediately following the Participant’s Retirement Date (the “RSU Vesting Continuation Period”), the then-outstanding Restricted Stock Units shall continue to vest, and shall be electronically converted into shares of Common Stock on the Vesting Date, subject to and based upon the achievement of the performance goals and vesting schedule set forth in the Notice of Grant, to the same extent such Restricted Stock Units would have otherwise vested had the Participant remained employed during such period, and, on the last day of the RSU Vesting Continuation Period, a pro rata portion of the Restricted Stock Units that would have vested on the Vesting Date immediately following such date shall vest and be electronically converted into shares of Common Stock, based on the number of whole or partial calendar months between the immediately prior vesting date, and the last day of the RSU Vesting Continuation Period.  For purposes of this Award, “Retirement Date” shall have the meaning set forth in that certain Executive Retirement Agreement between the Company and the Participant dated [INSERT DATE] (the “Retirement Agreement”), and the Participant’s right to continued vesting following his Retirement Date shall be subject to the terms and conditions of the Retirement Agreement.

 

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Notwithstanding the vesting conditions set forth in the Notice of Grant and this Section 2: (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.  Except as provided in Section 2 of the Award, 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.  Except as provided in Section 2 of this Award, shares of Common Stock evidencing the conversion of Restricted Stock Units into shares of Common Stock shall be electronically registered in the Participant’s name as of (or as promptly as practicable after) each Vesting Date.  No stock certificate or certificates shall be issued with respect to such shares of Common Stock, unless, the Participant requests delivery of the certificate or certificates by submitting a written request to the General Counsel requesting deliver of the certificates.  Subject to Section 5 of this Award, the Company shall deliver the certificates requested by the Participant to the Participant as soon as administratively practicable following the Company’s receipt of such request. Upon registration (or 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 the Notice of Grant.  Notwithstanding the foregoing, to the extent (i) the Participant is deemed as of his Retirement Date to be a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”); and (ii) on the Retirement Date the Company is publicly traded (as defined in Section 409A of the Code), then, to the extent required by Section 409A of the Code, no Restricted Stock Unit shall vest, or be converted into shares of Common Stock, until the earlier of (x) the first day of the seventh month following the Participant’s Retirement Date or (y) the date of the Participant’s death following such Retirement Date.  Upon the expiration of the applicable deferral period, any Restricted Stock Units which would have otherwise been vested and converted into shares of Common Stock during that period (whether in a single sum or in installments) shall be converted into shares of Common Stock and transferred to the Participant or the Participant’s beneficiary in one lump sum.

 

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.

 

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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, 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, to the extent a certificate or certificates are issued representing any shares, the certificate or certificates 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.

 

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 Group, 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.

 

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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 Long-Term Incentive Plan and any subsequent amendments thereto, together with any administrative interpretations which have been adopted thereunder by the Committee pursuant to Section 3.3 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.  The number of Restricted Stock Units covered by this Award shall be subject to adjustment in accordance with Articles 12-14 of the Long-Term Incentive Plan.

 

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.

 

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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 6.6 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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