Exhibit 10.3


 


Restricted
Stock Unit Award


 


under
the Fossil, 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, 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 in Event of Nonemployment.  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.  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 


 


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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.             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.


 


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 


 


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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, 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.


 


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.


 


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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.


 


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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