Exhibit 10.4


 


Restricted
Stock Unit Award


 


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


 


For
Non-U.S. Participants


 


This RESTRICTED
STOCK UNIT AWARD  (the “Award”), is
entered into effect as of the date of the grant (the “Effective Date”)


 


W I T N E S S E T H:


 


WHEREAS, the Company
has adopted the 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, Appendix A and in the Notice of
Grant, the Company hereby grants to the Participant an award of those
Restricted Stock Units specified in the Notice of Grant, subject to adjustment
from time to time as provided in Articles 12-14 of the Long-Term Incentive Plan.
Each Restricted Stock Unit shall consist of the right to receive, upon the
Vesting Date, 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) and the Company shall electronically
register one share of Common Stock in the Participant’s name for each vested
Unit.


 


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


 


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


 

















 


4.             Stock Certificates.  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 6
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.


 


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


 


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


 


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


 


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described.  The Company may refuse to deliver shares to the
Participant if the Participant fails to comply with the Participant’s
obligation in connection with the Tax-Related Items as described herein.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8.             Data Privacy Notice and Consent.  The Participant hereby explicitly
and unambiguously consents to the collection, use and transfer, in electronic
or other form, of the 


 


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Participant’s personal data as described in this
Award Agreement by and among, as applicable, the Participant’s
employer, the Company, its Subsidiaries and its affiliates for the exclusive
purpose of implementing, administering and managing the
Participant’s participation in the Long-Term Incentive Plan.


 


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


 


9.             Assignability.  Until the Restricted Stock Units are vested
as provided above, they may not be sold, transferred, pledged, assigned, or
otherwise alienated other than in accordance with Section 16.7 of the
Long-Term Incentive Plan at any time.  Any
attempt to do so contrary to the provisions hereof shall be null and void.  No assignment of the Restricted Stock Units
herein granted shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and a copy of such documents
and evidence as the Company may deem necessary to establish the validity of the
assignment and the acceptance by the assignee or assignees of the terms and
conditions hereof.


 


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


 


11.           Administration.  The Committee shall have the power to
interpret the Long-Term Incentive Plan, the Notice of Grant and this Award, and
to adopt such rules for the administration, interpretation, and
application of the Long-Term Incentive Plan as are consistent therewith and to
interpret or revoke any such rules.  All
actions taken and all interpretations and determinations made by the Committee
shall be final and binding upon the Participant, the Company, and all other
interested 


 


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persons.  No member of the Committee shall be
personally liable for any action, determination, or interpretation made in good
faith with respect to the Long-Term Incentive Plan or this Award.


 


12.           Restrictions and Related Representations.
Upon the acquisition of any shares of Common Stock pursuant to the vesting of
the Restricted Stock Units granted pursuant hereto, the Participant may be
required to enter into such written representations, warranties and agreements
as the Company may reasonably request in order to comply with applicable
securities laws, the Long-Term Incentive Plan or with this Award.  In addition, 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.


 


13.           Notices and Electronic Delivery.  Unless otherwise provided herein, any notice
or other communication hereunder shall be in writing and shall be given by
registered or certified mail unless the Company, in its sole discretion,
decides to deliver any documents related to Restricted Stock Units awarded
under the Long-Term Incentive Plan or future restricted stock units that may be
awarded under the Long-Term Incentive Plan by electronic means or request the
Participant’s consent to participate in the Long-Term Incentive Plan by
electronic means.  The Participant’s
hereby consents to receive such documents by electronic delivery and agrees to
participate in the Long-Term Incentive Plan through an on-line or electronic
system established and maintained by the Company or another third party
designated by the Company.  Any notice
given by the Company to the Participant directed to him at his address on file
with the Company shall be effective to bind any other person who shall acquire
rights hereunder.  The Participant shall
be deemed to have familiarized himself with all matters contained herein and in
the Long-Term Incentive Plan which may affect any of the Participant’s rights
or privileges hereunder.


 


14.           Scope of Certain Terms. 
Whenever the term “Participant” is used herein under circumstances
applicable to any other person or persons to whom this Award may be assigned in
accordance with the provisions of Section 9 (Assignability) of this
Agreement, it shall be deemed to include such person or persons.  The term “Long-Term Incentive Plan” as used
herein shall be deemed to include the 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.


 


15.           General Restrictions.  This Award is subject to the requirement
that, if at any time the Committee shall determine that (a) the listing,
registration or qualification of the shares of Common Stock subject or related
thereto upon any securities exchange or under any state or federal law; (b) the
consent or approval of any government regulatory body; or (c) an agreement
by the recipient of an Award with respect to the disposition of shares of
Common Stock, is necessary or desirable (in connection with any requirement or
interpretation of any federal or state securities law, rule or regulation)
as a condition of, or in connection with, the granting of such Award or the
issuance, purchase or delivery of shares of Common Stock thereunder, such Award
may not be consummated in whole or in part unless such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.


 


16.           Adjustments for Changes in Capitalization.  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.


 


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


 


18.           No Right of Employment. Neither the
granting of the Restricted Stock Units, the exercise of any part hereof, nor
any provision of the Long-Term Incentive Plan or this Award shall constitute or
be evidence of any understanding, express or implied, on the part of the
Company or any Subsidiary to employ the Participant for any specified period.


 


19.           Amendment.  This Award may be amended only by a writing
executed by the Company and the Participant which specifically states that it
is amending this Award.  Notwithstanding
the foregoing, this Award may be amended solely by the Committee by a writing
which specifically states that it is amending this Award, so long as a copy of
such amendment is delivered to the Participant, and provided that no such
amendment adversely affecting the rights of the Participant hereunder may be
made without the Participant’s written consent. 
Without limiting the foregoing, the Committee reserves the right to
change, by written notice to the Participant, the provisions of the Restricted
Stock Units or this Award in any way it may deem necessary or advisable to
carry out the purpose of the grant as a result of any change in applicable laws
or regulations or any future law, regulation, ruling, or judicial decision,
provided that any such change shall be applicable only to Restricted Stock
Units which are then subject to restrictions as provided herein.


 


20.           Precondition of Legality.  Notwithstanding anything to the contrary
contained herein, the Participant agrees that the Company will not be obligated
to issue any shares pursuant to this Award, if the issuance of such shares
would constitute a violation by the Participant or by the Company of any
provision of any law or regulation of any governmental authority or any
national securities exchange or transaction quotation system.


 


21.           Incorporation of the Long-Term Incentive Plan.
This Award is subject to the Long-Term Incentive Plan, a copy of which has been
furnished to the Participant and for which the Participant acknowledges
receipt.  The terms and provisions of the
Long-Term Incentive Plan are incorporated by reference herein.  In the event of a conflict between any term
or provision contained here in and a term or provision of the Long-Term Incentive
Plan, the applicable terms and provisions of the Long-Term Incentive Plan shall
govern and prevail.


 


22.           Construction.  The Restricted Stock Units are being issued
pursuant to Section 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.


 


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


 


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


 


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