Exhibit 10.5


 


RESTRICTED STOCK AWARD


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


 


This RESTRICTED STOCK AWARD  (the “Award”), is entered into effect as
of the date of 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 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 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.


 


2.             Restrictions
on Transfer. Stock certificates representing the Restricted
Stock granted hereunder shall be electronically registered in the Participant’s
name, which shall bear a legend to restrict transfer of the certificates until
the Restricted Stock has vested, as set forth in Paragraph 3 hererof.  No stock certificate or certificates shall be
issued with respect to such shares of Restricted Stock, unless, following the
date such Restricted Stock vests without forfeiture, the Participant requests
delivery of the certificate or certificates by submitting a written request to
the General Counsel requesting deliver of the certificates.  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.   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.


 


The terms of this Agreement
and the Long-Term Incentive Plan applicable to 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 shares 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 


 


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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.             Termination
in Event of Nonemployment.   In the event that the Participant ceases to be
employed by the Company or any of its Subsidiaries for any reason other than
death, the Restricted Stock granted pursuant to this Agreement shall be
forfeited, except to the extent that they have vested and become transferable
in accordance with the provisions of Paragraph 3 on the date the Participant
ceases to be so employed.   In the event
of a forfeiture of the Restricted Stock upon the Participant’s termination of
employment before all the Participant’s Restricted Stock has vested,  any purchase price paid by the Participant
shall be returned to the Participant.


 


5.             Assignability.  The rights granted pursuant hereto shall not
be assignable or transferable by the Participant 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 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.


 


6.             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.


 


7.             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.


 


8.             Section 83(b) Election.  If the Participant is subject to a “substantial
risk of forfeiture” of the Restricted Stock granted hereunder, such Participant
may elect under Section 83(b) of the Internal Revenue Code of 1986,
as amended (the “Code”), to include in his gross income, for the taxable year
in which the Restricted Stock is received, the excess of the Fair Market Value
of such Restricted Stock on the date of grant (determined without regard to any
restriction other than one which by its terms will never lapse), over the
amount paid for the Restricted Stock.  If
the Participant makes the Section 83(b) election, the Participant
shall (a) make such election in a manner that is satisfactory to the
Committee, (b) provide the Company with a copy of such election, (c) agree
to promptly notify the Company if any Internal Revenue Service or state tax
agent, on audit or otherwise, questions the validity or correctness of such
election or of the amount of income reportable on account of such election, and
(d) agree to such federal and state income tax withholding as the
Committee may reasonably require in its sole discretion.  The Participant is hereby advised to consult
immediately with his own tax advisor regarding the tax consequences of this
Award, the method and timing for filing an election to include this Award in
income under Section 83 of the Code, and the tax consequences of such an
election.


 


9.             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 


 


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any withholding taxes, FICA contributions, or
the like under any federal, state, or local statute, ordinance, rule, or
regulation in connection with the award of the Restricted Stock.  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 award of
the Restricted Stock.


 


10.           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, to the extent a
certificate or certificates are issued representing any Restricted Stock, 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 Restricted
Stock.


 


11.           Notices and
Electronic Delivery.  Unless otherwise provided herein, any notice
or other communication hereunder shall be in writing and shall be given by
registered or certified mail unless the Company, in its sole discretion,
decides to deliver any documents relating to the Award or future awards that
may be granted under the Long-Term Incentive Plan by electronic means or to
request the Participant’s consent to participate in the Long-Term Incentive
Plan by electronic means.  The
Participant hereby consents to receive such documents by electronic delivery
and, if requested, to agree to participate in the Long-Term Incentive Plan
through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.  All notices by the Participant hereunder shall
be directed to Fossil, Inc., Attention: Secretary, at the Company’s then
current address unless the Company, in writing or electronically, directs the
Participant otherwise.  Any notice given
by the Company to the Participant hereunder shall be directed to him at his
address on file with the Company and 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.


 


12.           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 5 (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.


 


13.           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, 


 


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approval or agreement shall have been
effected or obtained free of any conditions not acceptable to the Committee.


 


14.           Adjustments
for Changes in Capitalization.  The number of shares of Restricted Stock
covered by this Award shall be subject to adjustment in accordance with
Articles 12-14 of the Long-Term Incentive Plan.


 


15.           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.


 


16.           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.


 


17.           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.


 


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 is being issued pursuant
to Section 6.4 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 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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