Exhibit 10.6


 


RESTRICTED STOCK AWARD


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


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 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 as 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.


 


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 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 dividends that 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 


 


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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


 


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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 16.7
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, 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.


 


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 


 


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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 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.


 


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.  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.


 


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.


 


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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.           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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