exv10w106






Exhibit 10.106




TIFFANY AND COMPANY

AMENDED AND RESTATED

EXECUTIVE DEFERRAL PLAN



WHEREAS, effective October 1, 1989, Tiffany and Company, a New York corporation, established an
unfunded executive deferral plan for the benefit of a select group of management or highly
compensated employees;



WHEREAS, effective October 1, 1998, Tiffany and Company amended such plan to permit additional
executives and the directors of its parent corporation, Tiffany & Co., a Delaware corporation, to
participate and to provide certain additional alternatives with respect to compensation deferred in
accordance with such plan;



WHEREAS, effective January 1, 2003, Tiffany and Company and its parent corporation further amended
such plan to (i) eliminate Education Accounts, (ii) provide for the establishment of an unlimited
number of Fixed Period Benefit subaccounts for pre-Retirement distributions, (iii) permit elections
for deferral of Bonus Compensation to be made during the Plan Year that immediately proceeds the
Plan Year in which such Bonus Compensation would otherwise be paid but limit deferral of Bonus
Compensation to 90% of Bonus Compensation, (iv) allow the Administrator to make hardship
distributions in circumstances that may or may not result from a Disability, (v) allow Participants
to make daily changes in the Investment Funds used to value their respective Deferred Benefit
Accounts, (vi) vary the Investment Funds available for such purposes and (vii) extend the
Enrollment Period to the months of November and December each year.



WHEREAS, effective November 1, 2005, Tiffany and Company and its parent corporation further amended
such plan to (i) permit executives of Iridesse, Inc. to participate, (ii) bring the plan into
compliance with Section 409A of the Code as follows: (a) by requiring a recently Eligible





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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 







Employee
who wishes to participate in the year he becomes eligible to make a written election to become a
Participant within thirty (30) days of his becoming eligible; (b) by requiring that
Participants who wish to defer Bonus Compensation elect to do so no later than six months before
the end of the fiscal year to which such Bonus Compensation relates; (c) by requiring that
elections to change the time and form of a distribution (i) be made at least twelve months in
advance, and (ii) not defer distribution for a period of less than five years from the date such
distribution would otherwise have been made; (d) requiring that Specified Employees not receive
certain distributions resulting from a Termination of Service earlier than six months after the
date of the Termination of Service; (e) providing that, in the event of plan termination, the
Employer shall pay a benefit to the Participant or his Beneficiary as otherwise required under the
plan; and (f) decreasing the minimum Retirement Account balance eligible for distribution on an
installment basis; and (iii) make other miscellaneous modifications.



WHEREAS, effective January 1, 2006, Tiffany and Company and its parent corporation further amended
such plan to change the Enrollment Period to the months of January through June each year, and to
update such plan to reflect current operational practices.



WHEREAS, effective December 31, 2008, Tiffany and Company further amended such plan to change the
definition of Termination of Service to ensure compliance with Section 409A of the Code.



WHEREAS, effective August 1, 2009, Tiffany and Company and its parent corporation further amended
such plan to permit redirection of past contributions amongst Retirement Accounts.



WHEREAS, effective as of February 1, 2010, Tiffany and Company and its parent corporation further
amended such plan to provide benefits for eligible participants whose DCRB contributions under the
Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan are limited by the Internal
Revenue Code.




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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 







WHEREAS, the purpose of the plan is to provide selected executives and directors an opportunity to
defer a portion of their compensation in a manner best suited to each participant’s individual
needs.



NOW, THEREFORE, to carry the above intentions into effect, Tiffany and Company does enter into this
Amended and Restated Plan effective as of February 1, 2010.




This Plan shall be known as the




TIFFANY AND COMPANY




EXECUTIVE DEFERRAL PLAN







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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 








ARTICLE I

DEFINITIONS



“Administrator” means the individual appointed to administer the Plan pursuant to Article VII.



“Affiliate” means, with reference to any Person, any second Person that controls, is controlled by,
or is under common control with, any such first Person, directly or indirectly.



“Base Compensation” means a Participant’s salary and wages, including Executive Deferral
Contributions made hereunder and any pretax elective deferrals to any Employer sponsored retirement
savings plan or cafeteria plan, qualified pursuant to Section 401(k) or Section 125 of the Code,
but excluding bonuses and overtime, all other Employer contributions to benefit plans, remuneration
attributable to Employer sponsored stock option plans and all other forms of remuneration or
reimbursement.



“Beneficiary” means the person, persons, trust or other entity, designated by written revocable
designation filed with the Administrator by the Participant to receive payments in the event of the
Participant’s death. If a designated Beneficiary does not survive the Participant or if no
Beneficiary is designated as provided above, the Beneficiary shall be the legal representative of
the Participant’s estate. If a designated Beneficiary survives the Participant but dies before
payment in full of benefits under this Plan has been made, the legal representative of such
Beneficiary’s estate shall become the Beneficiary. References to a Participant in this Plan in
connection with payments hereunder shall also refer to such Participant’s Beneficiary unless the
context clearly requires otherwise.



“Benefit Distribution Date” means a future date (or dates) selected by a Participant during the
applicable Enrollment Period within guidelines established by the Administrator, as adjusted as
permitted in this Plan, on which the Participant shall be entitled to a benefit pursuant to this
Plan equal to all or a designated portion of the balance of his Fixed Period Benefit Account.





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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 







“Board” means the Board of Directors of Tiffany and Company, a New York corporation.



“Bonus Compensation” means cash compensation paid to a Participant, excluding Base Compensation,
under the Employer’s bonus program or programs (including, but not limited to cash Incentive Awards
under Section 8 of Parent’s 1998 Employee Incentive Plan or Section 8 of Parent’s 2005 Incentive
Plan), as such may exist and be modified from time to time, and payable to a Participant following
the conclusion of the Employer’s fiscal year in respect of service performed at any time during
such fiscal year.



“Cause” means a termination of Participant’s employment, involuntary on Participant’s part, which
is the result of:





	 	(i)	 	Participant’s conviction or plea of no contest to a felony involving
financial impropriety or a felony which would tend to subject the Employer or any of
its Affiliates to public criticism or materially interfere with Participant’s
continued service to the Employer or its Affiliate;
	 
	 	(ii)	 	Participant’s willful and unauthorized disclosure of material “Confidential
Information” (as that term is defined in the Non-Competition and Confidentiality
Covenants) which disclosure actually results in substantive harm to the Employer’s or
its Affiliate’s business or puts such business at an actual competitive disadvantage;
	 
	 	(iii)	 	Participant’s willful failure or refusal to perform substantially all such
proper and achievable directives issued by Participant’s superior (other than: (A) any
such failure resulting from Participant’s incapacity due to physical or mental
illness, or (B) any such refusal made by Participant in good faith because Participant
believes such directives to be illegal, unethical or immoral) after a written demand
for substantial performance is delivered to Participant on behalf of Employer, which
demand specifically identifies the manner in which Participant has not substantially
performed Participant’s duties, and which performance is not substantially corrected
by Participant within ten (10) days of receipt of such demand;
	 
	 	(iv)	 	Participant’s commission of any willful act which is intended by Participant
to result in his personal enrichment at the expense of the Employer or any of its
Affiliates, or which could reasonably be expected 




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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






	 	 	 	by him to materially injure the
reputation, business or business
relationships of the Employer or any of its Affiliates;






	 	(v)	 	A theft, fraud or embezzlement perpetrated by Participant upon Employer or
any of its Affiliates.






For purposes of this definition, no act or failure to act on Participant’s part shall
be deemed “willful” unless done, or omitted to be done, by Participant in bad faith
toward, or without reasonable belief that such action or omission was in the best
interests of, Employer or its Affiliate. Notwithstanding the foregoing, Participant
shall not be deemed to have been terminated for Cause for the purposes of this Plan
unless and until there shall have been delivered to Participant a copy of a resolution
duly adopted by the affirmative vote of not less than three-fourths (3/4th) of the
entire membership of the Board (exclusive of the Participant if Participant is a member
of such Board) at a meeting called and held for such purpose (after reasonable notice
to Participant and an opportunity for Participant, together with counsel for
Participant, to be heard before such Board), finding that, in the good faith opinion of
such Board, Cause exists as set forth above.


“Committee” means the Board of Directors of Tiffany, which shall have authority over this Plan.



“Compensation” means Base Compensation, Bonus Compensation and Directors Compensation in the
aggregate.



“Code” means the Internal Revenue Code of 1986, as amended from time to time.



“DCRB Contribution” shall have the meaning given such term under the Tiffany & Co. Employee Profit
Sharing and Retirement Savings Plan.



“DCRB Plan” means the portion of the Tiffany & Co. Employee Profit Sharing and Retirement Savings
Plan providing for “DCRB Contributions” as defined under such plan.



“Deferral Agreement” means a written or electronic agreement between a Participant and the
Employer, whereby a Participant agrees to defer a portion of his Compensation and the Employer
agrees to provide benefits pursuant to the provisions of this Plan.





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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 







“Deferred Benefit Accounts” mean Retirement Accounts and Scheduled In-Service
Withdrawal Accounts.



“Determination Date” shall mean the last business day of every month, for each Participant, his
date of death, Retirement, or other termination of services with Employer and, with respect to
Independent Directors only, termination of service as a Director.



“Director” means a member of Parent’s Board of Directors.



“Directors Compensation” means a Director’s annual retainer and any incremental annual retainer
paid or payable by Parent to Director for service as a Director, including any per-meeting-attended
compensation, but excluding Parent’s contributions to benefit and retirement plans, remuneration
attributable to Parent-sponsored stock option plans and all other forms of remuneration or
reimbursement.



“Disability” means a condition such that a Participant is (i) unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months, or (ii) by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than three months under an
accident or health plan covering employees of Participant’s Employer.



“Education Account” means a Deferred Benefit Account established pursuant to Section 4.1.



“Effective Date” means October 1, 1989.




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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 







“Eligible Student” means an individual who is a relative of a Participant and who is
younger than the age of 14 when a subaccount is initially established, pursuant to Section 4.3B.



“Eligible Employees” means Directors, all officers of the Employer, “director”-level employees of
Employer, and such other management and other highly compensated employees of the Employer as
identified and approved by the Committee.



“Employer” means Tiffany, Parent, and Irridesse, or any other business entity which adopts this
Plan with consent of the Board of Directors of Parent.



“Enrollment Period” means, with respect to any Plan Year, the months of January through June in the
year preceding such Plan Year. The Enrollment Period may be extended through July in the year
preceding such Plan Year, upon an Eligible Employee’s request and at the Administrator’s
discretion. With respect to a person who becomes an Eligible Employee during the course of a Plan
Year, in respect of such Plan Year the Enrollment Period means the thirty day period following the
date he becomes an Eligible Employee.



“Excess DCRB Contribution” means the Plan contribution described in Sections 3.3 and 3.4.



“Executive Deferral Contribution” means the Plan contribution described in Section 3.2.



“Fixed Period Benefit Account” means a Deferred Benefit Account established pursuant to Section
4.3C.



“Independent Director” means a Director who is not an employee of Employer at the time
Participation in this Plan commences.



“Investment Fund” or “Fund” means any one of the investment funds described in


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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






Schedule 4.5 which
shall serve as means to measure value increases or decreases with
respect to a Participant’s Deferred Benefit Accounts.



“Iridesse” means Iridesse, Inc., a Delaware corporation, and any successor organization.



“Non-Competition and Confidentiality Covenants” means an instrument in substantially the form of
Exhibit A attached duly completed and executed by a Participant who is eligible to receive an
Excess DCRB Contribution.



“Parent” means Tiffany & Co., a Delaware corporation, and any successor organization.



“Participant” means any Eligible Employee who has met the conditions for participation as set forth
in Article II.



“Permitted Retirement Age” means that date on which the Participant has attained age 55, provided
that if the Participant is an Independent Director the Permitted Retirement Age for such
Participant shall be his age on the date his participation in the Plan commenced.



“Person” means any individual, firm, corporation, partnership, limited partnership, limited
liability partnership, business trust, limited liability company, unincorporated association or
other entity, and shall include any successor (by merger or otherwise) of such entity.



“Plan” means the Tiffany and Company Executive Deferral Plan as described in this instrument, as
amended from time to time.



“Plan Year” means the period from the November 1, 1989 through December 31, 1989 and thereafter,
the twelve (12) consecutive month period beginning on each January 1 and ending on each December
31.



“Pre-2005 Balances” means Deferred Benefit Account balances as of December 31, 2004, including any
Investment Fund performance subsequent to December 31, 2004 (i) credited


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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






to such Accounts and (ii)
attributable to balances as of December 31, 2004.



“Retirement” means any Termination of Service by a Participant after attaining his Permitted
Retirement Age, provided that if the Participant is an Independent Director, Retirement shall mean
any Termination of Service after attaining his Permitted Retirement Age.



“Scheduled In-Service Withdrawal Account” means an Education Account or a Fixed Period Benefit
Account, provided that, on and after January 1, 2003, all Education Accounts shall be converted to
Fixed Period Benefit Accounts.



“Select Management Employee” means an Eligible Employee who has been appointed by the Board as an
officer of Tiffany and Company with the title of Vice President, Group Vice President, Senior Vice
President, Executive Vice President, President, Chairman of the Board, chief operating officer, or
who otherwise has been specifically designated a Select Management Employee by the Board. For the
purpose of this definition, once a person has been appointed a Select Management Employee, he or
she will be deemed, for the purposes of this Plan, to remain a Select Management Employee,
regardless of any subsequent change in title or responsibility. Notwithstanding the foregoing, the
term “Select Management Employee” does not include any person (a) whose principal place of work is
outside the United States and (b) who is paid his Compensation from a foreign bank or bank branch
or who is eligible to receive retirement, severance or similar benefits under foreign law or as a
result of foreign custom.



“Specified Amount” means $130,000, adjusted as provided in Section 416(i)(1)(A) of the Code.



“Specified Employee” means (a) a Participant who is (i) an officer of the Employer by which such
Participant is employed and (ii) who has an annual compensation greater than the Specified Amount,
(b) a Participant who is a five-percent owner of the Employer by which such Participant is
employed, or (c) a Participant who is a one-percent owner of the


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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






 Employer by which such Participant
is employed and having an annual compensation from
the Employer of more than $150,000. Status as a Specified Employee shall be determined as of the
December 31 most recently preceding Participant’s Termination of Service date.



“Termination of Service” means:

(a) with respect to Participant who is not an Independent Director, a termination of services
provided by the Participant to the Employer, whether voluntarily or involuntarily, as determined by
the Committee in accordance with Section 409A of the Code and Section 1.409A-1(h) of the Treasury
Regulations. In determining whether a Participant who is not an Independent Director has
experienced a Termination of Service, the following provisions shall apply:





	 	(i)	 	Termination of Service shall occur when the Participant has
experienced a termination of employment with the Employer. A Participant
shall be considered to have experienced a termination of employment for this
purpose when the facts and circumstances indicate that the Participant and his
or her Employer reasonably anticipate that either (A) no further services will
be performed by the Participant for the Employer after the applicable date, or
(B) that the level of bona fide services the Participant will perform for the
Employer after such date (whether as an employee or as an independent
contractor) will permanently decrease to no more than 20% of the average level
of bona fide services performed by the Participant (whether as an employee or
an independent contractor) over the immediately preceding 36-month period (or
the full period of services to the Employer if the Participant has been
providing services to the Employer less than 36 months).
	 
	 	(ii)	 	If the Participant is on military leave, sick leave, or other
bona fide leave of absence, other than a Disability leave, the employment
relationship between the Participant and the Employer shall be treated as
continuing intact, provided that the period of such leave 




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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






	 	 	 	does not exceed 6
months, or if longer, so long as the Participant
retains a right to reemployment with the Employer under an applicable
statute or by contract. If the period of a military leave, sick leave, or
other bona fide leave of absence exceeds 6 months and the Participant does
not retain a right to reemployment under an applicable statute or by
contract, the employment relationship shall be considered to be terminated
for purposes of this Plan as of the first day immediately following the
end of such 6-month period. In applying the provisions of this paragraph,
a leave of absence shall be considered a bona fide leave of absence only
if there is a reasonable expectation that the Participant will return to
perform services for the Employer.




(b) With respect to a Participant who is an Independent Director, a “Termination of Service” shall
occur when such Participant ceases to be a Director, provided that Director and Employer do not
anticipate resumption of services as a Director or Employee.

(c) With respect to a Participant who serves simultaneously as a Director and an employee of
Employer, a Termination of Service shall occur as described in paragraph (a) above for all
contributions prior to such Termination of Service. Should such Participant continue as a Director
following a Termination of Service pursuant to section (a) above, and continue executive deferral
contributions under the Plan as an Independent Director, a Termination of Service shall occur
pursuant to section (b) above for the purposes of such executive deferral contributions.



“Tiffany” means Tiffany and Company, a New York corporation, and any successor organization.



“Retirement Account” means a Deferred Benefit Account established pursuant to Section 4.1.



“Vested” means that portion of a Participant’s Deferred Benefit Accounts to which the Participant
has a nonforfeitable right as defined in Section 5.1.




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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 







“Treasury Regulations” means the Treasury Regulations promulgated pursuant to the
Code, as amended from time to time.




ARTICLE II




MEMBERSHIP IN THE PLAN




	2.1	 	Commencement of Participation. Each Eligible Employee who is an Eligible Employee at any
time during the Enrollment Period for any Plan Year shall be eligible to become a Participant
in the Plan as of the first day of such Plan Year. Notwithstanding the foregoing, but subject
to the limitation expressed in Subsection 3.2 F below, each employee or Director who first
becomes an Eligible Employee throughout the course of the Plan Year shall be eligible to
become a Participant with respect to said Plan Year as of the first day of the month that is
at least thirty (30) days after he is designated as an Eligible Employee provided that he
shall have made a written election to become a Participant within thirty (30) days of such
designation and provided further that such election shall not be effective with respect to
Compensation earned for services performed prior to the date of such election. Moreover,
effective on and after February 1, 2010, if an Eligible Employee who is also a Select
Management Employee is entitled to a DCRB Contribution under the DCRB Plan, and such DCRB
Contribution is curtailed by reason of the limitations under Sections 401(a)(17) or 415 of the
Code, the Eligible Employee shall receive an Excess DCRB Contribution under this Plan
effective as of the date that such DCRB Contribution is made under the DCRB Plan regardless of
whether the Eligible Employee has elected to participate in this Plan for any other purpose.
	 
	2.2	 	Procedure For and Effect of Admission. Each individual who becomes eligible for admission to
participate in this Plan shall complete such forms and provide such data as are reasonably
required by the Employer as a condition of such admission. By becoming a Participant, each
individual shall for all purposes be deemed conclusively to have assented to the provisions of
this Plan and all amendments hereto.




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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






	2.3	 	Cessation of Participation. Except as provided in Section 3.4C, a Participant shall
cease to be a Participant when he incurs a Termination of Service, or, for purposes of
Excess DCRB Contributions, on the date on which he ceases to be a participant under the
DCRB Plan. Such persons, and all active Participants on the termination of the Plan, shall
be deemed “former active Participants”. Notwithstanding the foregoing, a former active
Participant will be deemed a Participant, for all purposes of this Plan except with respect
to contributions as described in Article III, as long as such former active Participant
retains a benefit pursuant to the terms of Article VI.




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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 











ARTICLE III




PLAN CONTRIBUTIONS




	3.1	 	Executive Deferral Contribution. For each Plan Year, each Eligible Employee may, by timely
filing a Deferral Agreement with the Administrator, authorize the Employer to reduce his Base
Compensation, his Bonus Compensation, his Directors Compensation or any combination of the
foregoing, by fixed percentages, and to have corresponding fixed dollar amounts credited to
his Deferred Benefit Accounts in accordance with Section 4.2. Credit to Deferred Benefit
Accounts shall be made in equal installments for each pay period in respect of Base
Compensation reductions and in a lump sum for each payment in respect of Bonus Compensation
and Directors Compensation reductions. Subject to the rules set forth in Section 3.2 below,
each Eligible Employee shall file a Deferral Agreement with the Administrator or his appointee
during the applicable Enrollment Period for each Plan Year.
	 
	3.2	 	Rules Governing Executive Deferral Contributions.






	 	A.	 	Throughout any one Plan Year, a Participant may defer all or any portion of
his Compensation, except that a Participant may not defer: less than $2,000 in any
Plan Year ending on or before December 31, 2002 or less than $1,000 in any other Plan
Year (except Plan Years in which the Participant elects not to defer any portion of
his Compensation); more than 50% of Base Compensation in any Plan Year; or more than
90% of Bonus Compensation payable in any Plan Year ending after December 31, 2002; or,
for a person who becomes an Eligible Employee during the course of a Plan Year, any
portion of Base Compensation or Bonus Compensation applicable to services performed
prior to the Eligible Employee’s date of election in that Plan Year.
	 
	 	B.	 	The amount of Compensation that a Participant elects to defer shall be
credited to the Participant’s Deferred Benefit Accounts during each Plan Year on or
about




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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






	 	 	 	that date on which the Participant would have, but for his deferral election, have been
paid such Compensation.






	 	C.	 	An election to defer Compensation pursuant to this Plan is irrevocable and
shall continue until the earlier of: (i) the Participant’s Termination of Service, or
(ii) the end of the Plan Year for which the deferral is effective.
	 
	 	D.	 	In respect of Bonus Compensation, an election to defer must be made no later
than six months before the end of the fiscal year with respect to which such Bonus
Compensation relates.
	 
	 	E.	 	Except as expressly provided in subsection D. above, each Eligible Employee
shall file a Deferral Agreement with the Administrator during the applicable
Enrollment Period for the Plan Year in question.
	 
	 	F.	 	No person who becomes an Eligible Employee during the course of Employer’s
Fiscal Year may file a Deferral Agreement with respect to Bonus Compensation for that
Fiscal Year except as expressly provided in subsection D. above.






	3.3	 	Excess DCRB Contribution. Effective on and after February 1, 2010, if an Eligible Employee
who is also a Select Management Employee is entitled to a DCRB Contribution under the DCRB
Plan, and such DCRB Contribution is curtailed by reason of the limitations under Sections
401(a)(17) or 415 of the Code, the Eligible Employee shall have an Excess DCRB Contribution
credited to his Deferred Benefit Accounts in accordance with Section 4.2 effective as of the
date such DCRB Contribution is made under the DCRB Plan, regardless of whether the Eligible
Employee has elected to participate in this Plan for any other purpose.
	 
	3.4	 	Rules Governing Excess DCRB Contributions.






	 	A.	 	The amount of an Excess DCRB Contribution shall equal the excess of (i) the




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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






	 	 	 	amount of the DCRB Contribution that would have been made under the terms of the DCRB
Plan without giving effect to the limit on compensation imposed by Section 401(a)(17)
of the Code or the limit on annual additions imposed by Section 415 of the Code, over
(ii) the actual amount of the DCRB Contribution made on behalf of such Eligible
Employee.






	 	B.	 	No Deferral Agreement shall be required for an Excess DCRB Contribution.
	 
	 	C.	 	If a Participant is eligible to continue receiving DCRB Contributions under
the DCRB Plan while in receipt of payments under an employer-sponsored sickness or
disability income plan or program, such Participant shall continue to be eligible to
have allocations of Excess DCRB Contributions credited to his Deferred Benefit
Accounts to the extent the requirements of Section 3.3 and this Section 3.4 are
otherwise met. Such Excess DCRB Contributions may continue notwithstanding the
Participant’s Termination of Service due to Disability.




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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 











ARTICLE IV




PARTICIPANT’S ACCOUNTS




	4.1	 	Establishment of Accounts. The following Deferred Benefit Accounts shall be established with
respect to each Participant:






	 	A.	 	Retirement Account,
	 
	 	B.	 	Scheduled In-Service Withdrawal Accounts.






	 	 	All contributions on behalf of a Participant shall be deposited to the appropriate Deferred
Benefit Account, in accordance with Section 4.2.
	 
	4.2	 	Deferred Benefit Allocation. Each Eligible Employee shall submit to the Administrator,
before the close of the Enrollment Period for each Plan Year, a written statement specifying
the Eligible Employee’s allocation of anticipated contributions with respect to his Deferred
Benefit Accounts. Notwithstanding the foregoing, an Excess DCRB Contribution shall be
allocated only to the Eligible Employee’s Retirement Account.
	 
	4.3	 	Suballocation Within the Deferred Benefit Accounts.






	 	A.	 	Retirement Subaccounts. In the event a Participant shall allocate a portion
of his anticipated contributions to his Retirement Account, he may, during each
applicable Enrollment Period, direct that portion of his anticipated
contributions to (i) a lump sum subaccount or to (ii) one of four installment
subaccounts.
	 
	 	 	 	A Participant entitled to receive Excess DCRB Contributions shall be permitted to
select a Retirement subaccount for such contributions that is different from the
Retirement subaccount selected for other contributions under the Plan. If a
Participant entitled to receive an Excess DCRB Contribution has not selected a




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As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






	 	 	 	Retirement subaccount for such contributions, his Excess DCRB Contribution shall be
allocated to the Retirement subaccount most recently selected by the Participant prior
to the time such Excess DCRB Contribution is made or, if no such Retirement subaccount
has been selected, to the lump sum subaccount. Notwithstanding the foregoing, if no
Retirement subaccount has been selected by the Participant prior to his first Excess
DCRB Contribution, the Participant shall be permitted to select a Retirement subaccount
for such contribution (and for future Excess DCRB Contributions) at any time during the
Enrollment Period ending in the calendar year in which such first Excess DCRB
Contribution is made or such other time as may be permitted by the Administrator (but
in no event later than December 31 of such calendar year).






	 	 	 	Each Participant may only have one Retirement subaccount, except that a Participant
entitled to receive Excess DCRB Contributions shall be permitted to have two Retirement
subaccounts—one for Excess DCRB Contributions and one for other contributions under
the Plan..
	 
	 	 	 	Subject to Section 6.1.F below, the lump sum Retirement subaccount will be paid out in
a lump sum within ninety (90) days of Retirement, and the installment Retirement
subaccount will be paid in five (5), ten (10), fifteen (15) or twenty (20) annual
installments, all pursuant to Section 6.1. In the absence of such designation,
contributions for that Plan Year will be paid out in a lump sum as aforesaid.
	 
	 	 	 	Participants may, by written election made before December 31, 2006, redirect
contributions made before the date of such election to Participant’s Retirement Account
from the lump sum Retirement subaccount or any of the three installment Retirement
subaccounts to the lump sum account or to any of the four installment subaccounts,
provided (i) that each Participant shall, at the conclusion of such redirection
process, have only one Retirement subaccount; and (ii) that such redirection shall not
affect payments the Participant would




19



As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






	 	 	 	otherwise receive in calendar year 2005 or 2006.






	 	 	 	On and after August 1, 2009, Participants shall have a one-time option during his
period of participation in the Plan to redirect, by written election, prior
contributions to Participant’s Retirement Account from the lump sum Retirement
subaccount or any of the four installment Retirement subaccounts to the lump sum
Retirement account or to any of the four installment Retirement subaccounts, provided
(i) that each Participant shall, at the conclusion of such redirection process, have
only one Retirement subaccount (or two Retirement subaccounts in the case of a
Participant who has received Excess DCRB Contributions and has selected a separate
Retirement subaccount for such contributions); (ii) that Participant’s Retirement shall
occur no earlier than one year after Participant’s written election for redirection is
received by the Plan Administrator; and (iii) Participant elects that distributions
under the Retirement Subaccount resulting from the redirection hereunder, whether in a
lump sum account or any of the four installment subaccounts, shall commence five years
after Participant’s Retirement. Should Participant’s Retirement occur within one year
following the date on which the Plan Administrator receives the written election for
redirection under this paragraph, such written election shall be deemed null and void
and Participant’s prior written election shall apply. A Participant who has received
Excess DCRB Contributions and has selected two Retirement subaccounts (one for Excess
DCRB Contributions and one for other contributions under the Plan) shall be permitted
to make the one-time election described in this paragraph with respect to each such
Retirement subaccount, and such elections need not be made at the same time.
	 
	 	B.	 	Education Subaccounts. In the event a Participant shall allocate a portion
of his anticipated contributions to his Education Account, the Participant may further
allocate amongst subaccounts on behalf of Eligible Students. Said allocation shall be
made in writing prior to the beginning of the Plan Year on Participant’s




20



As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






	 	 	 	Deferral Agreement, or such other forms as are required by the Administrator. In the
absence of such suballocation, all contributions to the Participant’s Education Account
shall be equally allocated among the Participant’s Education subaccounts. A
Participant’s election pursuant to Section 4.5 shall apply uniformly to each
subaccount. A Participant, in any one Plan Year, may not allocate less than $1,000
(except in Plan Years in which the Participant elects not to defer any portion of his
Compensation) to any one Education subaccount.






	 	 	 	Notwithstanding the foregoing, no Education Accounts shall be established effective
following the Plan Year ending December 31, 2002, and all Education Accounts in effect
as of such date shall be converted to Fixed Period Benefit Accounts or subaccounts by
filing a conversion schedule with the Administrator by which benefits payable in
respect of each such Education Account and subaccount shall become payable upon a
specific Benefit Distribution Date provided, however, that no conversion schedule shall
permit amounts accumulated pursuant to the Plan prior to January 1, 2003 to be paid to
a Participant or Beneficiary prior to the time such Participant or Beneficiary would
have been entitled to such payment under the Plan as it existed prior to the amendments
made effective January 1, 2003.
	 
	 	C.	 	Fixed Period Benefit Subaccounts. In the event a Participant shall allocate
a portion of his anticipated contributions to his Fixed Period Benefit Account, the
Participant may further allocate amongst subaccounts differentiated by Benefit
Distribution Dates. Said allocation shall be made in writing prior to the beginning
of the Plan Year on Participant’s Deferral Agreement, or such other forms as are
required by the Administrator, provided that (i) each Participant shall have a
one-time option in respect of each of his Benefit Distribution Dates to change such
Benefit Distribution Date to a date at least five years subsequent to such original
Benefit Distribution Date and (ii) such option is exercised, if at all, at least one
year prior to the original Benefit Distribution Date by written notice to the
Administrator. In the absence of such suballocation, all




21



As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






	 	 	 	contributions to the Participant’s Fixed Period Benefit Account shall be equally
allocated among Participant’s subaccounts. A Participant’s election pursuant to
Section 4.5 shall apply uniformly to each subaccount. A Participant, in any one Plan
Year, may not allocate less than $1,000 (except in Plan Years in which the Participant
elects not to defer any portion of his Compensation) to any one Fixed Period
subaccount. For elections made prior to November of 2002, a Participant shall not
elect a Benefit Distribution Date with respect to the Fixed Period Benefit Account
which occurs prior to twenty-four (24) months from the date on which the first
contribution to such subaccount is first credited except as provided in Section 4.1
above. For elections made in or after November of 2002, a Participant shall not elect
a Benefit Distribution Date with respect to a Scheduled In-Service Withdrawal Account
which occurs prior to twenty-four (24) months from the last day in the Plan Year in
which such election is made.






	4.4	 	Irrevocable Benefit Allocation. Once an Eligible Employee has allocated anticipated
contributions under the Plan and the Plan Year has begun, he may not modify, alter, amend or
revoke said allocations. Notwithstanding, a Participant may, prior to the commencement of a
new Plan Year, elect to modify, alter, amend or revoke his future allocations to his Deferred
Benefit Accounts (other than allocations of Excess DCRB Contributions) to the extent the
Administrator shall provide, effective the first day of such new Plan Year.
	 
	4.5	 	Directed Valuation of Deferred Benefit Accounts. As provided herein, a Participant
may direct that his Deferred Benefit Accounts be valued, in accordance with Section 4.7, as if
the account was invested in one or more of the Investment Funds listed in Schedule 4.5
attached. The Committee may, from time to time, add additional Investment Funds to Schedule
4.5. A Participant shall submit to the Plan Administrator in writing his investment selection
for evaluation purposes. The Participant may select one or more investment funds in multiples
of 1%. A Participant may make a separate selection with respect to each Deferred Benefit
Account. Investment Fund elections may be made daily. The Committee may




22



As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






	 	 	designate one or more Investment Funds to be used to value a Participant’s Deferred Benefit
Accounts in the event the Participant fails to make an investment selection.






	4.6	 	Administration of Investments. The investment gain or loss with respect to contributions
made to the Deferred Benefit Accounts on behalf of a Participant shall continue to be
determined in the manner selected by the Participant, pursuant to Section 4.5, until a new
designation is filed with the Plan Administrator. If any Participant fails to file a
designation, he shall be deemed to have designated the first Investment Fund listed in
Schedule 4.5 attached. A designation filed by a Participant changing his Investment Funds
shall apply to future contributions and/or amounts already accumulated in his Deferred Benefit
Accounts. A Participant may change his investment selection at any time throughout the course
of each Plan Year. Notwithstanding the foregoing sentence, the Administrator retains the
discretion to restrict the quantity of investment changes made by a participant in a Plan
Year, should that Participant’s investment changes indicate market timing or other abuse.
	 
	4.7	 	Valuation of Deferred Benefit Accounts. The Deferred Benefit Accounts of each Participant
shall be valued, on any date prior to complete distribution of all benefits due Participant
under this Plan, based upon the performance of the Investment Fund(s) selected by the
Participant. Such valuation shall reflect the net asset value expressed per share of the
designated Investment Fund(s). The fair market value of an Investment Fund shall be
determined by the Administrator. It shall represent the fair market value of all securities
or other property held for the respective fund, plus cash and accrued earnings, less accrued
expenses and proper charges against the fund. Each Deferred Benefit Account shall be valued
separately. A valuation summary shall be prepared on each Determination Date.
	 
	4.8	 	Investment Obligation of the Employer. Benefits are payable as they become due irrespective
of any actual investments the Employer may make to meet its obligations. Neither the
Employer, nor any trustee (in the event the Employer elects to use a grantor trust to
accumulate funds) shall be obligated to purchase or maintain




23



As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






	 	 	any asset, and any reference to investments or Investment Funds is solely for the purpose
of computing the value of benefits. To the extent a Participant or any person acquires a
right to receive payments from the Employer under this Plan, such right shall be no greater
than the right of any unsecured creditor of the Employer.






	4.9	 	Change of Funds. In the event that any of the Investment Funds designated in Schedule 4.5
attached materially changes its investment objectives, adopts a plan of liquidation, ceases to
report its net asset values or otherwise ceases to exist, the Employer may amend this Plan by
designating new or additional funds for the purposes of Section 4.7 and each Participant shall
redirect the valuation of his or her Deferred Benefit Accounts effective with the date of
such amendment.




24



As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 











ARTICLE V

VESTING



5.1 A. Vesting Schedule — Executive Deferral Contributions. A Participant shall have a fully
Vested interest with respect to Executive Deferral Contributions and Investment Fund performance
credited to such contributions in his Deferred Benefit Accounts, in all instances and at all times.





B. Vesting Schedule — DCRB Contributions. A Participant shall be Vested in his Excess DCRB
Contributions and Investment Fund performance credited to such contributions in his
Deferred Benefit Accounts if, and to the same extent, he is vested in his DCRB
Contributions under the DCRB Plan.




C. Forfeiture of Vested DCRB Contributions. Notwithstanding Section 5.1B, any Excess DCRB
Contributions and Investment Fund performance credited to such contributions in a
Participant’s Deferred Benefit Accounts that would otherwise be payable to a Participant or
to his Beneficiary shall be forfeited in the event that (i) the Participant’s employment
with Employer is terminated by the Employer for Cause, (ii) the Participant voluntarily
resigns from the Employer prior to reaching Participant’s Permitted Retirement Age and
fails to execute and deliver to the Employer the Non-Competition and Confidentiality
Covenants prior to the effective date of such resignation, or (iii) a former Participant
who has executed and delivered the Non-Competition and Confidentiality Covenants breaches
Section 2 of such Covenants.



25



As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 





ARTICLE VI




BENEFITS/DISTRIBUTIONS


6.1 Termination of Service.





	 	A.	 	If a Participant incurs a Termination of Service for any reason, the
Employer shall pay to the Participant, or to the Participant’s Beneficiary if
applicable, a benefit equal to the value of Participant’s Deferred Benefit
Accounts, determined pursuant to Section 4.7 and Section 5.1 on such distribution
dates as may be applicable under this Article VI.
	 
	 	B.	 	Subject to Section 6.1.F below, with the exception of funds allocated
to the Participant’s Retirement Account, if the Participant incurs a Termination
of Service for any reason, the benefit hereunder, including funds allocated to the
Participant’s Scheduled In-Service Withdrawal Accounts, shall be paid to the
Participant or the Participant’s Beneficiary, as applicable, as a lump sum within
ninety (90) days of the date of such Termination of Service, provided that
Participant has no discretion or control in determining the Plan Year in which
such lump sum amount is paid.
	 
	 	C.	 	Subject to Section 6.1.F below, with respect to funds allocated to
the Participant’s Retirement Account, if the Participant incurs a Termination of
Service for any reason other than his Retirement or Disability, the benefit
hereunder allocated to such Retirement Account, shall be paid to the Participant
or the Participant’s Beneficiary, as applicable, as a lump sum within ninety (90)
days of the date of such Termination of Service.
	 
	 	D.	 	Subject to Section 6.1.F below, with respect to funds allocated to
the Participant’s Retirement Account, if the Participant incurs a Termination of
Service by reason of his Retirement, the benefit hereunder allocated to such
Retirement Account, shall be paid to the Participant or the Participant’s




26



As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






	 	 	 	Beneficiary, as provided in Section 6.2 below.






	 	E.	 	With respect to funds allocated to the Participant’s Retirement
Account, if the Participant incurs a Termination of Service by reason of his
Disability, the Participant shall remain as a Participant in the Plan but shall be
ineligible for further contributions to his Deferred Benefit Accounts except as
otherwise provided in Section 3.4C. In that circumstance, funds allocated to the
Participant’s Retirement Account shall be paid to him commencing on his
65th birthday in the form he elected pursuant to Section 4.3A.
	 
	 	F.	 	Notwithstanding anything stated in this Plan to the contrary, if a
Participant who is a Specified Employee incurs a Termination of Service, other
than by reason of such Participant’s death or Disability, no distribution of,
payment from or benefit in lieu of Participant’s Deferred Benefit Accounts other
than Pre-2005 Balances shall be made until the expiration of a period of six
months following such Separation of Service, and any payments otherwise scheduled
under this Plan during such six-month period shall be deemed deferred until the
earlier of the expiration of such six-month period or such Participant’s death.
On the expiration of such six month period (or such Participant’s death) all such
deferred payments shall be promptly made and all other payments shall be made as
otherwise scheduled or provided for herein.






	6.2	 	Retirement Account — Form of Payment:






	 	A.	 	Subject to Section 6.1F, if the Participant’s Termination
of Service shall occur as a result of Participant’s Retirement or Disability,
and the Participant has elected deferrals to a lump sum subaccount under
Section 4.3A, the value of such subaccount is to be paid to the Participant
within 90 days of (i) the date of his Retirement, (ii) in the case of
Participant who has




27



As Adopted by the Tiffany & Co. Board of Directors May 20, 2010









 






	 	 	 	made a written election on and after August 1, 2009 for redirection, pursuant to
the fifth paragraph of 4.3A, the fifth anniversary of his Retirement, or (iii) in
the case of Disability, his 65th birthday; provided that, in all cases,
Participant has no discretion or control in determining the Plan Year in which
such lump sum amount is paid. Subject to Section 6.1F, if the Participant’s
Termination of Service shall occur as a result of Participant’s Retirement or
Disability, and the Participant has elected deferrals to an installment subaccount
under Section 4.3A, the benefit in respect of such subaccount shall be paid by
Employer to Participant in five, ten, 15 or 20 annual installments beginning
within 90 days of (x) the date of his Retirement, (y) in the case of Participant’s
written election on and after August 1, 2009 for redirection, pursuant to the
fifth paragraph of 4.3A, the fifth anniversary of Participant’s Retirement, or
(z) in the case of Disability, his 65th birthday; provided that, in
all cases, Participant has no discretion or control in determining the Plan Year
in which such lump sum amount is paid; and with each subsequent annual installment
to be paid on or before February 1 of each subsequent year, determined as follows:







28






As Adopted by the Tiffany & Co. Board of Directors May 20, 2010








 





	 	 	 	 	 
	Five Annual Installments
	 	 	 	 
	 
	 	 	 	 
	Benefit Year

	 	Percentage of Installment

	 
	 	 	 	 
	 

	 	Retirement Account

	 
	 	 	 	 
	1 (Year of Retirement/5th anniversary of Retirement/65th birthday)

	 	 	20%	 
	2

	 	 	25%	 
	3

	 	 	33%	 
	4

	 	 	50%	 
	5

	 	 	100%	 






	 	 	 	 	 
	Ten Annual Installments
	 	 	 	 
	 
	 	 	 	 
	Benefit Year

	Percentage of Installment Retirement Account

	 
	 	 	 	 
	1 (Year of Retirement/5th anniversary of Retirement/65th birthday)

	10%	 
	2

	 	 	11%	 
	3

	 	 	13%	 
	4

	 	 	14%	 
	5

	 	 	17%	 
	6

	 	 	20%	 
	7

	 	 	25%	 
	8

	 	 	33%	 
	9

	 	 	50%	 
	10

	 	 	100%	 






	 	 	 	 	 
	Fifteen Annual Installments
	 	 	 	 
	 
	 	 	 	 
	Benefit Year

	Percentage of Installment Retirement Account

	 
	 	 	 	 
	1 (Year of Retirement /5th anniversary of Retirement/65th birthday)

	7%	
	2

	 	 	7%	 
	3

	 	 	8%	 
	4

	 	 	8%	 
	5

	 	 	9%	 
	6

	 	 	10%	 
	7

	 	 	11%	 
	8

	 	 	12%	 
	9

	 	 	12%	 
	10

	 	 	17%	 
	11

	 	 	20%	 
	12

	 	 	25%	 
	13

	 	 	33%	 
	14

	 	 	50%	 
	15

	 	 	100%	 






29




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 








	 	 	 	 	 
	Twenty Annual Installments
	 	 	 	 
	Benefit Year

	Percentage of Installment Retirement Account

	 
	 	 	 	 
	1 (Year of Retirement/5th anniversary of Retirement/65th birthday)

	5%	
	2

	 	 	5%	 
	3

	 	 	6%	 
	4

	 	 	6%	 
	5

	 	 	6%	 
	6

	 	 	7%	 
	7

	 	 	7%	 
	8

	 	 	8%	 
	9

	 	 	8%	 
	10

	 	 	9%	 
	11

	 	 	10%	 
	12

	 	 	11%	 
	13

	 	 	13%	 
	14

	 	 	14%	 
	15

	 	 	17%	 
	16

	 	 	20%	 
	17

	 	 	25%	 
	18

	 	 	33%	 
	19

	 	 	50%	 
	20

	 	 	100%	 







	 	 	 	In the event a Participant receiving such installments dies before all installments
are paid, his Beneficiary shall receive the balance remaining in such subaccount in
a lump sum.

	 
	 	B.	 	Subject to Section 6.1.F, notwithstanding any provision to the contrary, if
at the time benefits are to commence, the Participant’s Retirement Account has a value
less than $10,000, the Participant’s benefit hereunder shall be paid to the
Participant as a lump sum within ninety (90) days of Participant’s Termination of
Service, provided that Participant has no discretion or control in determining the
Plan Year in which such lump sum amount is paid.





30




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 









	6.3	 	Education Account.







	 	A.	 	If a Participant does not incur a Termination of Service prior to January 1
of the calendar year in which an Eligible Student of the Participant attains a
Determination Age, the Employer shall pay to the Participant a benefit, as
soon as administratively possible, determined as follows:






	 	 	 	 	 
	Eligible Student’s	 	Percentage of Eligible
	Determination Age	 	Student’s Subaccount
	 
	 	 	 	 
	18

	 	 	25%	 
	19

	 	 	33%	 
	20

	 	 	50%	 
	21

	 	 	100%	 







	 	B.	 	Subject to Section 6.1F if a Participant should incur a Termination of
Service for any reason while having a balance in his Education Account, the Vested
portion of the balance shall be distributed to the Participant, or Beneficiary if
applicable, in accordance with Section 6.1.

	 
	 	C.	 	Notwithstanding any provision to the contrary, if, on the January 1 of the
calendar year in which an Eligible Student of Participant attains age 18, the Eligible
Student’s subaccount has a balance of less than $20,000, then said balance shall be
paid to the Participant as soon as administratively possible.







	6.4	 	Fixed Period Benefit Account.







	 	A.	 	If a Participant does not incur a Termination of Service prior to a
designated Benefit Distribution Date, the Employer shall pay to the Participant a
benefit equal to the balance of the Participant’s subaccount which has been earmarked
with respect to said Benefit Distribution Date, provided, however, that each
Participant shall have a one-time option in respect of each such Benefit Distribution
Date, to postpone the Benefit Distribution Date for no less than five years, such
option to be exercised, if at all, by written notice give to the






31




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 









	 	 	 	Administrator no less than one year earlier than such original Benefit Distribution
Date.

	 
	 	B.	 	Subject to Section 6.1.F, if a Participant should incur a Termination of
Service for any reason while having a balance in his Fixed Period Benefit Account, the
balance shall be distributed to the Participant, or Beneficiary, if applicable, in
accordance with Section 6.1






32




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 









	6.5	 	Unforeseeable Emergency Distribution.







	 	A.	 	In the event of an unforeseen emergency, a Participant may apply in writing
to the Committee for withdrawal against his Deferred Benefit Accounts, other than
Excess DCRB Contributions and Investment Fund performance credited to such
contributions in his Deferred Benefit Accounts. The withdrawal shall only be allowed
at the discretion of the Committee and for purposes which constitute an “unforeseeable
emergency” as defined in Section 409A(a)(2)(B)(ii)(I) of the Code and regulations
promulgated thereunder. For the purpose of withdrawals, the value of all
available Deferred Benefit Accounts shall be determined on the Determination
Date next following the date as of which the application is approved by the Committee
and shall be paid as soon as practical thereafter. The Committee shall approve such
application only to relieve an unforeseeable emergency and shall make no distribution
in excess of the amounts necessary to satisfy such emergency plus amounts necessary
to pay taxes reasonably anticipated by the Participant as a result of the
distribution, after taking into account the extent to which such hardship is or may be
relieved through reimbursement or compensation by insurance or otherwise or by
liquidation of the Participant’s assets (to the extent the liquidation of such assets
would not itself cause severe financial hardship). In making a determination whether
to approve any such application, the Committee may require the Participant to submit
such proof as to the existence of such unforeseeable emergency as the Committee shall
deem necessary and shall consider all relevant facts and circumstances presented by
the Participant. All determinations under this Section shall be based upon uniform
and nondiscriminatory rules and standards applicable to all Participants similarly
situated and shall be final, conclusive and binding on all interested parties.






33




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 









	 	B.	 	To the extent a withdrawal shall be permitted pursuant to this Section 6.5,
the Participant’s Deferred Benefit Accounts shall be correspondingly reduced in the
following order:







	 	1.	 	The Fixed Period Benefit Account,

	 
	 	2.	 	The Education Account,

	 
	 	3.	 	The Retirement Account.







	6.6	 	Tax Withholding. To the extent required by the law in effect at the time benefits are
distributed pursuant to this Article VI, the Employer or its agents shall withhold any taxes
required by the federal or any state or local government from payments made hereunder.






34




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 








ARTICLE VII




ADMINISTRATION





	7.1	 	Appointment of Administrator. Tiffany shall appoint, on behalf of all Participants, an
Administrator. The Administrator may be removed by Tiffany at any time and he may resign at
any time by submitting his resignation in writing to Tiffany. A new Administrator shall be
appointed as soon as possible in the event that the Administrator is removed or resigns from
his position. Any person so appointed shall signify his acceptance by filing a written
acceptance with Tiffany.

	 
	7.2	 	Administrator’s Responsibilities. The Administrator is responsible for the day to day
administration of the Plan. He may appoint other persons or entities to perform any of his
fiduciary functions. Such appointment shall be made and accepted by the appointee in writing
and shall be effective upon the written approval of Tiffany. The Administrator and any such
appointee may employ advisors and other persons necessary or convenient to help him carry out
his duties including his fiduciary duties. The Administrator shall have the right to remove
any such appointee from his position. Any person, group of persons or entity may serve in
more than one fiduciary capacity.

	 
	7.3	 	Records and Accounts. The Administrator shall maintain or shall cause to be maintained
accurate and detailed records and accounts of Participants and of their rights under the Plan
and of all investments, receipts, disbursements and other transactions. Such accounts, books
and records relating thereto shall be open at all reasonable times to inspection and audit by
the Employer and by persons designated thereby.

	 
	7.4	 	Administrator’s Specific Powers and Duties. In addition to any powers, rights and duties set
forth elsewhere in the Plan, the Administrator shall have the following discretionary powers
and duties:






35




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 









	 	A.	 	To adopt such rules and regulations consistent with the provisions of the
Plan;

	 
	 	B.	 	To enforce the Plan in accordance with its terms and any rules and
regulations he establishes;

	 
	 	C.	 	To maintain records concerning the Plan sufficient to prepare reports,
returns and other information required by the Plan or by law;

	 
	 	D.	 	To construe and interpret the Plan and to resolve all questions arising under
the Plan;

	 
	 	E.	 	To direct the Employer to pay benefits under the Plan, and to give such other
directions and instructions as may be necessary for the proper administration of the
Plan;

	 
	 	F.	 	To be responsible for the preparation, filing and disclosure on behalf of the
Plan of such documents and reports as are required by any applicable federal or state
law.







	7.5	 	Employer’s Responsibility to Administrator. The Employer shall furnish the Administrator
such data and information as he may require. The records of the Employer shall be
determinative of each Participant’s period of employment, termination of employment and the
reason therefor, leave of absence, reemployment, years of service, personal data, and
compensation reductions. Participants and their Beneficiaries shall furnish to the
Administrator such evidence, data, or information, and execute such documents as the
Administrator requests.

	 
	7.6	 	Liability. Neither the Administrator nor the Employer shall be liable to any person for any
action taken or omitted in connection with the administration of this Plan unless attributable
to his own fraud or willful misconduct; nor shall the Employer be liable to any person for such action unless attributable to fraud or willful misconduct






36




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 









	 	 	on
the part of the director, officer or employee of the Employer.







	7.7	 	Procedure to Claim Benefits. Each Participant or Beneficiary must claim any benefit to which
he is entitled under this Plan by a written notification to the Administrator. If a claim is
denied, it must be denied within a reasonable period of time, and be contained in a written
notice stating the following:







	 	A.	 	The specific reason for the denial,

	 
	 	B.	 	Specific reference to the Plan Provision on which the denial is based,

	 
	 	C.	 	Description of additional information necessary for the claimant to present
his claim, if any, and an explanation of why such material is necessary, and

	 
	 	D.	 	An explanation of the Plan’s claim procedure.







	 	 	The claimant will have sixty (60) days to request a review of the denial by the
Administrator, who will provide a full and fair review. The request for review must be
written and submitted to the same person who handles initial claims. The claimant may
review pertinent documents, and he may submit issues and comments in writing. The decision
by the Administrator with respect to the review must be given within sixty (60) days after
receipt of the request, unless special circumstances require an extension (such as for a
hearing). In no event shall the decision be delayed beyond one hundred twenty (120) days
after receipt of the request for review. The decision shall be written in a manner
calculated to be understood by the claimant, and it shall include specific reasons and
refer to specific Plan provisions as to its effect.

	 
	7.8	 	Challenging Forfeiture of Benefits due to Termination for Cause. If the Committee shall
have determined that a Participant or his Beneficiary shall forfeit any amounts attributable to Excess DCRB Contributions under this Plan due to a






37




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 









	 	 	Termination of Service for Cause, such Participant (or his Beneficiary in the event Participant is
deceased) shall have the right to elect to challenge such forfeiture through binding
arbitration held in New York City, New York under the then existing Commercial Arbitration
Rules of the American Arbitration Association. Arbitration proceedings shall be conducted
by three arbitrators who shall be authorized to determine whether Cause for termination
existed, but solely for the purpose of determining rights to benefits under this Plan.
Without limit to their general authority, the arbitrators shall have the right to order
reasonable discovery in accordance with the Federal Rules of Civil Procedure. The final
decision of the arbitrators shall be binding and enforceable without further legal
proceedings in court or otherwise, provided that either party to such arbitration may enter
judgment upon the award in any court having jurisdiction. The final decision arising from
the arbitration shall be accompanied by a written opinion and decision which shall describe
the rational underlying the award and shall include findings of fact and conclusions of
law. The cost of such arbitration shall initially be borne equally to the parties to such
arbitration (which parties shall be limited to the Employer and the Participant (or his
Beneficiary)), and each party shall bear its or his own legal fees; however, the
arbitrators shall have authority to award the Participant (or his Beneficiary) his or her
legal fees and costs if the arbitrators determine that the decision to forfeit any benefit
was made in bad faith. As a condition to proceeding with such arbitration the Employer may
require the Participant or his Beneficiary to agree, in writing, that the arbitration award
will be binding upon the Participant or such Beneficiary, as the case may be, in connection
with rights under this Plan, and that the Participant waives any right to proceed through
court proceedings. Such award shall be confidential and shall not be binding or admissible
in connection with any other proceeding.






38




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 








ARTICLE VIII




AMENDMENT AND TERMINATION





	8.1	 	Plan Amendment. The Plan may be amended in whole or in part by Tiffany and Parent at any
time; provided that no such amendment shall reduce any Participant’s Vested Deferred Benefits.
Notice of any such amendment shall be given in writing to each Participant and each
Beneficiary of a deceased Participant.

	 
	8.2	 	No Premature Distribution. No amendment hereto shall permit amounts accumulated pursuant to
the Plan prior to the amendment to be paid to a Participant or Beneficiary prior to the time
he would otherwise be entitled thereto.

	 
	8.3	 	Termination of the Plan. Tiffany reserves the right to terminate the Plan and/or the
Deferral Agreements pertaining to Participants at any time in the event that Tiffany, in its
sole discretion, shall determine that the economics of the Plan have been adversely and
materially affected by a change in the tax laws, other governmental action or other event
beyond the control of the Participant and Tiffany or that the termination of the Plan is
otherwise in the best interest of the Tiffany.

	 
	8.4	 	Effect of Termination. In the event of Plan termination pursuant to Section 8.3, the
Employer shall pay a benefit to the Participant or the Beneficiary of any deceased Participant
as otherwise required under the Plan provided that the Employer retains the discretion, in the
event of a Plan termination meeting the requirements of Section 1.409A-3 (j)(4)(ix) of the
Treasury Regulations, to pay a lump-sum benefit in accordance with such Treasury Regulation to
each Participant or the Beneficiary of any deceased Participant, in lieu of other benefits
under this Plan, equal to the full value of Participant’s Deferred Benefit Accounts determined
pursuant to Section 4.7.

	 
	8.5	 	Adverse Determination. Notwithstanding anything stated to the contrary in this Plan, if at
any time, as a result of a Final Determination, a tax is payable by a Participant in respect
of any benefit under this Plan prior to payment under the terms of this Plan of






39




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 









	 	 	such benefit, then Employer shall pay to the Participant who is required to pay such tax
the amount of such tax and such Participant’s Deferred Benefits shall be reduced by the
amount of such tax. Employer reserves the right, in its sole discretion, to allocate the
amount of such tax among the various Deferred Benefit Accounts of any Participant who is
required to pay such tax. For the purposes of this Section 8.5 the term “Final
Determination” means (i) an assessment of tax by the United States Internal Revenue Service
addressed to the Participant or his Beneficiary which is not timely appealed to the
courts; (ii) a final determination by the United States Tax Court or any other Federal
Court, the time for an appeal thereof having expired or been waived; or (iii) an opinion by
Employer’s counsel, addressed to Employer and in form and substance satisfactory to
Employer, to the effect that amounts payable under the Plan are subject to Federal income
tax to the Participant or his Beneficiary prior to payment under the terms of the Plan. No
Final Determination shall be deemed to have occurred until the Employer has actually
received a copy of the assessment, court order or opinion which forms the basis thereof and
such other documents as it may reasonably request.






40




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 








ARTICLE IX




MISCELLANEOUS





	9.1	 	Supplemental Benefits. The benefits provided for the Participants under this Plan are in
addition to benefits provided by any other plan or program of the Employer and, except as
otherwise expressly provided for herein, the benefits of this Plan shall supplement and shall
not supersede any plan or agreement between the Employer and any Participant.

	 
	9.2	 	Governing Law. The Plan shall be governed and construed under the laws of the State of New
York as in effect at the time of its adoption.

	 
	9.3	 	Jurisdiction. The courts of the State of New York shall have exclusive jurisdiction in any
or all actions arising under this Plan.

	 
	9.4	 	Binding Terms. The terms of this Plan shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, executors, administrators and successors.

	 
	9.5	 	Spendthrift Provision. The interest of any Participant or any Beneficiary receiving payments
hereunder shall not be subject to anticipation, nor to voluntary or involuntary alienation
until distribution is actually made.

	 
	9.6	 	No Assignment Permitted. No Participant, Beneficiary or heir shall have any right to
commute, sell, transfer, assign or otherwise convey the right to receive any payment under the
terms of this Plan. Any such attempted assignment shall be considered null and void.






41




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	9.7	 	Construction. All headings preceding the text of the several Articles hereof are inserted
solely for reference and shall not constitute a part of this Plan, nor affect its meaning,
construction or effect. Where the context admits, words in the masculine gender shall include
the feminine and neuter genders, and the singular shall mean the plural.

	 
	9.8	 	No Employment Agreement. Nothing in this Plan or in any Deferral Agreement entered into
under this Plan shall confer on any Participant the right to continued employment with any
Employer and, except as expressly set forth in a written agreement entered into with the
express authorization of the Board of Directors of Employer, both the Participant and the
Employer shall be free to terminate Participant’s employment for any cause or without cause.

	 
	9.9	 	2005 and Subsequent Amendments. None of the amendments made to this Plan in 2005 or after
shall be read to invalidate any election made on or prior to December 31, 2004 that would have
been permissible under the terms of the Plan as it existed on December 31, 2004 and such
elections shall be deemed to remain in effect unless changed as expressly provided for
hereunder.






[the balance of this page has been left intentionally blank – signature page to follow]




42



As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 








	 	 	 	 	 
	 	Tiffany and Company

(“Tiffany”)

 	 
	 	By:  	/s/ Patrick B. Dorsey
 	 
	 	Name: Patrick B. Dorsey 	 
	 	Title: Senior Vice President - Secretary 	 


	 	 	 	 	 
	Attest:  	/s/ Robyn M. Wapner
 	 	 
	 	 	Name: Robyn M. Wapner 	 	 
	 	 	Title: Assistant Secretary 	 	 


	 	 	 	 	 
	 	Tiffany & Co.

(“Parent”)

 	 
	 	By:  	/s/ Patrick B. Dorsey
 	 
	 	Name: Patrick B. Dorsey 	 
	 	Title: Senior Vice President - Secretary 	 
	 


	 	 	 	 	 
	Attest:  	/s/ Robyn M. Wapner
 	 	 
	 	 	Name: Robyn M. Wapner 	 	 
	 	 	Title: Assistant Secretary 	 	 
	 



43




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010





 










 





Exhibit A




NON-COMPETITION AND CONFIDENTIALITY COVENANTS



THIS INSTRUMENT is made and given this       day of                      2      by
                                        (“Participant”) to and for the benefit of Tiffany and Company, a New York
corporation and its Affiliates (as defined below) with reference to the following facts and
circumstances:



A.     All or a portion of the balances in Participant’s Deferred Benefit Accounts under that certain
Tiffany and Company Amended and Restated Executive Deferral Plan, as Adopted by the Board of
Directors May 20, 2010 (the “Deferral Plan”) are attributable to Excess DCRB Contributions made
under the Deferral Plan and Investment Fund performance credited to such contributions (the “Excess
DCRB Benefit”), and Participant has resigned or is about to resign his or her employment with
Tiffany or its Affiliate;



B.      Participant’s age at the effective date of such resignation was or will be less than 55 years;



C.      But for Participant’s obligation to provide this instrument, Participant is otherwise Vested in
a right to an Excess DCRB Benefit under the Deferral Plan;



D.      Participant is willing to make the promises set forth in this instrument in order to obtain an
Excess DCRB Benefit under the Deferral Plan; and



E.      Participant agrees that the right to receive an Excess DCRB Benefit under the terms of the
Deferral Plan is full and fair consideration for the promises made in this instrument,



NOW THEREFORE, Participant hereby agrees as follows:



1.      Defined Terms. Unless otherwise defined in this instrument, words and phrases that have a
defined meaning in the Deferral Plan shall have the same meaning in this instrument. The
initially capitalized words and phrases set forth below shall have the meanings ascribed to them
below:



“Affiliate” means, with reference to any Person, any second Person that controls, is controlled by,
or is under common control with, any such first Person, directly or indirectly.



“Board” means the board of directors of Tiffany and Company, a New York corporation.



“Change in Control” means a change in control of Parent of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange
Act, whether or not Parent is then subject to such reporting requirement; provided, however, that,
anything in this Agreement to the




44




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 







contrary notwithstanding, a Change in Control shall be deemed to have occurred if:





	 	(i)	 	any Person, or any syndicate or group deemed to be a person
under Section 14(d)(2) of the Exchange Act, excluding Parent or any of its
Affiliates, a trustee or any fiduciary holding securities under an employee
benefit plan of Parent or any of its Affiliates, an underwriter temporarily
holding securities pursuant to an offering of such securities or a corporation
owned, directly or indirectly by stockholders of Parent in substantially the
same proportion as their ownership of Parent, is or becomes the “beneficial
owner” (as defined in Rule 13d-3 of the General Rules and Regulations under
the Exchange Act), directly or indirectly, of securities of Parent
representing Thirty-five percent (35%) or more of the combined voting power
of Parent’s then outstanding securities entitled to vote in the election of
directors of Parent;
	 
	 	(ii)	 	ten (10) days following the “Shares Acquisition Date” if any
Person has in fact become and then remains an “Acquiring Person” under the
Rights Plan;
	 
	 	(iii)	 	if the Parent Board should resolve to redeem the “Rights”
under the Rights Plan in response to a proposal by any Person to acquire,
directly or indirectly, securities of Parent representing Fifteen percent
(15%) or more of the combined voting power of Parent’s then outstanding
securities entitled to vote in the election of directors of Parent;
	 
	 	(iv)	 	if the Incumbent Directors cease to constitute a majority of
the Parent Board; provided, however, that no person shall be deemed an
Incumbent Director if he or she was appointed or elected to the Parent Board
after having been designated to serve on the Parent Board by a Person who has
entered into an agreement with Parent to effect a transaction described in
clauses (i), (iii), (v), (vi), (vii), (viii) or (ix) of this definition;
	 
	 	(v)	 	there occurs a reorganization, merger, consolidation or other
corporate transaction involving Parent, in each case with respect to which the
stockholders of Parent immediately prior to such transaction do not,
immediately after such transaction, own more than Fifty percent (50%) of the
combined voting power of the Parent or other corporation resulting from such
transaction, as the case may be;
	 
	 	(vi)	 	all or substantially all of the assets of Parent are sold,
liquidated or distributed, except to an Affiliate of Parent;





45




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 









	 	(vii)	 	all or substantially all of the assets of Tiffany and
Company are sold, liquidated or distributed, except to an Affiliate of Parent;
	 
	 	(viii)	 	any Person, or any syndicate or group deemed to be a person under Section
14(d)(2) of the Exchange Act, excluding Parent or any of its Affiliates, a
trustee or any fiduciary holding securities under an employee benefit plan of
Parent or any of its Affiliates, an underwriter temporally holding securities
pursuant to an offering of such securities or a corporation owned, directly or
indirectly by stockholders of Parent in substantially the same proportion as
their ownership of Parent, is or becomes the “beneficial owner” (as defined in
Rule 13d-3 of the General Rules and Regulations under the Exchange Act),
directly or indirectly, of securities of Tiffany and Company representing
Fifty percent (50%) or more of the combined voting power of Tiffany and
Company’s then outstanding securities entitled to vote in the election of
directors of Tiffany and Company; or
	 
	 	(ix)	 	there is a “change of control” or a “change in the effective
control” of Parent within the meaning of Section 280G of the Code and the
Regulations.




“Change in Control Date” shall mean the date on which a Change of Control occurs.



“Code” means the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.



“Confidential Information” means all information relating in any manner to Tiffany or its business,
including but not limited to, contemplated new products and services, marketing and advertising
campaigns, sales projections, creative campaigns and themes, financial information, budgets and
projections, system designs, employees, management procedures and systems, employee training
materials, equipment, production plans and techniques, product and materials specifications,
product designs and design techniques, client information (including purchase history and client
identifying information) and vendor information (including the identity of vendors and information
concerning the capacity of or products or pricing provided by specific vendors); notwithstanding
the foregoing, “Confidential Information” shall not include information that becomes generally
publicly available other than as a result of a disclosure by Participant or that
becomes available to Participant on a non-confidential basis from a Person that to the
Participant’s knowledge, after due inquiry, is not bound by a duty of confidentiality.



“Covered Employee” means an employee of Tiffany.



“Duration of Non-Competition Covenant” means the period beginning with Participant’s Termination
Date and ending upon the first to occur of the following: (i) the second year




46




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 




anniversary of Participant’s Termination Date, (ii) a Change in Control Date or (iii)
Participant’s 65th birthday provided that, in no circumstance shall the Duration of this
Covenant be less than six months.



“Exchange Act” means the Securities Exchange Act of 1934.



“Incumbent Directors” means those individuals who were members of the Parent Board, as of January
1, 2004 and those individuals whose later appointment to the Parent Board, or whose later
nomination for election to such Board by the stockholders of Parent, was approved by a vote of at
least a majority of those members of such Board who either were members of such Board as of such
date, or whose election or nomination for election was previously so approved.



“Jewelry” means jewelry (including but not limited to precious metal or silver jewelry or jewelry
containing gemstones) and watches.



“Parent” means Tiffany & Co., a Delaware corporation.



“Parent Board” means the board of directors of Parent.



“Person” means any individual, firm, corporation, partnership, limited partnership, limited
liability partnership, business trust, limited liability company, unincorporated association or
other entity, and shall include any successor (by merger or otherwise) of such entity.



“Retail Jewelry Trade” means the operation of one or more retail outlets (including
stores-within-stores, leased departments or concessions) selling Jewelry in any city in the world
in which a TIFFANY & CO. store is located at the time in question; for the purpose of this
definition, a retail outlet will not be deemed engaged in the Retail Jewelry Trade if less than 5%
of the items displayed for sale in such outlet are Jewelry, so that, by way of example, an apparel
store that offers Jewelry as an incidental item would not be deemed engaged in the Retail Jewelry
Trade.



“Regulations” mean regulations under Section 280G of the Code, including proposed and temporary
regulations, and any successor provisions thereto.



“Rights Plan” means the Amended and Restated Rights Agreement Dated as of September 22, 1998 by and
between Tiffany & Co., a Delaware corporation, and ChaseMellon Shareholder Services L.L.C., as
Rights Agent, as such Agreement may be further amended from time to time.



“Termination Date” means the date Participant ceases to be an employee of Tiffany.



“Tiffany” means Tiffany and Company, a New York corporation, and if the context so requires,
Tiffany and Company and/or any Affiliate of Tiffany and Company, such term




47




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 




to be interpreted broadly so as to give rights equivalent to Tiffany and Company to any Affiliate
of Tiffany and Company.



“Wholesale Jewelry Trade” means the sale of Jewelry or gemstones to the Retail Jewelry Trade, the
development or design of Jewelry for sale to the Retail Jewelry Trade or the production of Jewelry
for sale to the Retail Jewelry Trade regardless of where in the world such activities are
conducted.



2.    Non-Competition. Participant agrees that for the Duration of the Non-Competition Covenant
Participant will not directly or indirectly (whether as director, officer, consultant, principal,
owner, member, partner, advisor, financier, employee, agent or otherwise):




     (i)     engage in, assist, have any interest in or contribute Participant’s knowledge and
abilities to, any business or entity in the Retail Jewelry Trade or in the Wholesale Jewelry Trade
or seeking to enter or about to become engaged in the Retail Jewelry Trade or the Wholesale Jewelry
Trade (provided that this subsection shall not prohibit an investment by Participant not exceeding
five percent of the outstanding securities of a publicly traded company);



     (ii) employ, attempt to employ, or assist anyone in employing a Covered Employee or any person
who was a Covered Employee at any time during the Duration of the Non-Competition Covenant or
within three (3) months prior thereto (including by influencing any Covered Employee to terminate
his/her employment with Tiffany or to accept employment with any Person); or



     (iii) attempt in any manner to solicit Jewelry purchases by any client of Tiffany or persuade
any client of Tiffany to cease doing business or reduce the amount of business that such client has
customarily done with Tiffany.


3.     Confidentiality. Participant acknowledges that Participant has had access to Confidential
Information. Participant agrees not to disclose Confidential Information or to use Confidential
Information to the detriment of Tiffany. If the Participant is requested in any case by a court or
governmental body to make any disclosure of Confidential Information, the Participant shall (i)
promptly notify Tiffany in writing, (ii) consult with and assist Tiffany at Tiffany’s expense in
obtaining an injunction or other appropriate remedy to prevent such disclosure, and (iii) use
Participant’s reasonable efforts to obtain at the Company’s expense a protective order or other
reliable assurance that confidential treatment will be accorded to any Confidential Information
that must be disclosed. Subject to the foregoing sentence, Participant may furnish that portion
(and only that portion) of the Confidential Information that, in the written opinion of
Participant’s counsel (the form and substance of which opinion shall be reasonably acceptable to
Tiffany), the Participant is legally compelled or otherwise required to disclose or else stand
liable for contempt or suffer other material penalty. The obligations in this section shall
continue beyond the Duration of the Non-Competition Covenant.




48




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 







4.      Loss of Excess DCRB Benefit in the Event of Breach. Should Participant breach Participant’s
obligations under Section 2 above, he shall forfeit and lose all right to any current or future
Excess DCRB Benefit under the Deferral Plan.



5.     Enforcement.




        (i)      Participant agrees that the restrictions set forth in this instrument are reasonable and
necessary to protect the goodwill of Tiffany. If any provision set forth herein is deemed invalid,
illegal or unenforceable based upon duration, geographic scope or otherwise, Participant agrees
that such provision shall be modified to make it enforceable to the fullest extent permitted by
law.



        (ii)      In the event of breach or threatened breach by Participant of the provisions set forth in
this instrument, Participant acknowledges that Tiffany will be irreparably harmed and that monetary
damages (including loss of benefits) shall be an insufficient remedy to Tiffany. Therefore,
Participant consents to the enforcement of this instrument by means of temporary or permanent
injunction and other appropriate equitable relief in any competent court, in addition to any other
remedies Tiffany may have under this Agreement or otherwise.


6.     Procedure to Obtain Determination. Should Participant wish to obtain a determination that any
proposed employment, disclosure, arrangement or association (each a “Proposed Transaction”) is not
prohibited hereunder, Participant shall direct a written request to the Board. Such request shall
fully describe the Proposed Transaction. Within 30 days after receipt of such request, the Board
may (i) issue such a determination in writing, (ii) issue its refusal of such request in writing,
or (iii) issue a written request for more written information concerning the Proposed Transaction.
In the event that alternative (iii) is elected (which election may be made on behalf of the Board
by the Legal Department of Tiffany and Company without action by the Board), any action on
Participant’s request will be deferred for ten (10) days following receipt by said Legal Department
of the written information requested. Failure of the Board to act within any of the time periods
specified in this Section 4 shall be deemed a determination that the Proposed Transaction is not
prohibited hereunder. A determination made or deemed made under this Section 6 shall be limited
in effect to the Proposed Transaction described in the submitted materials and shall not be binding
or constitute a waiver with respect to any other Proposed Transaction, whether proposed by such
Participant or any other Person. In the event that Participant wishes to seek a determination that
employment with a management consulting firm, an accounting firm, a law firm or some other provider
of consulting services to a wide variety of clients will not be prohibited hereunder should such
firm, at some unspecified time, provide services to a Person in the Retail Jewelry Trade or the
Wholesale Jewelry Trade, Participant may seek a determination hereunder; in submitting such a
Proposed Transaction, the Participant should specify the extent that Participant will be involved
in or can be excluded from involvement in the provision of such services. In a making any
determination under this Section 6, the Board shall not be deemed to be acting as a fiduciary with
respect to the




49




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010





 









 







Deferral Plan, the Participant or any Beneficiary of the Participant and shall be under no
obligation to issue a determination that any Proposed Transaction is not prohibited hereunder.



7.      Arbitration and Equitable Relief. Participant and Tiffany agree that any and all disputes
arising out or relating to the interpretation or application of this instrument, including any
dispute concerning whether any conduct is in violation of Section 2 or 3 above, shall be subject to
arbitration in New York, New York, under the then existing Commercial Arbitration Rules of the
American Arbitration Association. Arbitration proceedings shall be conducted by three arbitrators.
Without limit to their general authority, the arbitrators shall have the right to order reasonable
discovery in accordance with the Federal Rules of Civil Procedure. The final decision of the
arbitrators shall be binding and enforceable without further legal proceedings in court or
otherwise, provided that either party to such arbitration may enter judgment upon the award in any
court having jurisdiction. The final decision arising from the arbitration shall be accompanied
by a written opinion and decision which shall describe the rational underlying the award and shall
include findings of fact and conclusions of law. The cost of such arbitration shall be borne
equally by the parties and each party to the arbitration shall bear its own legal fees.
Notwithstanding any provision in this Section 7, the requirement to arbitrate disputes shall not
apply to any action to enforce this instrument by means of temporary or permanent injunction or
other appropriate equitable relief.



8.      Miscellaneous Provisions.



(a)      Tiffany may assign its rights to enforce this instrument to any of its Affiliates. Participant
understands and agrees that the promises in this instrument are for the benefit of Tiffany (which
term includes Tiffany and Company and its Affiliates) and for the benefit of the successors and
assigns of Tiffany and its Affiliates.



(b)      Any determination made by the Board under Section 6 above shall bind Tiffany and Company and
its Affiliates.



(c)      If any action by Participant prohibited hereunder causes Participant to lose a right to an
Excess DCRB Benefit under the Deferral Plan, such loss of Excess DCRB Benefit shall also be
effective with respect to Participant’s Beneficiaries under the Deferral Plan.



(d)      The laws of the State of New York, without giving effect to its conflicts of law principles,
govern all matters arising out of or relating to this instrument and all of the prohibitions and
remedies it contemplates, including, without limitation, its validity, interpretation,
construction, performance and enforcement.



(e)      Each Person giving or making any notice, request, demand or other communication (each, a
“Notice”) pursuant to this Instrument shall





	 	(i)	 	give the Notice in writing; and





50




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010




 









 









	 	(ii)	 	use one of the following methods of delivery, each of which for purposes of
this Agreement is a writing:






	 	(A)	 	Personal delivery;
	 
	 	(B)	 	Registered or Certified Mail, in each case,
return receipt requested and postage prepaid; or
	 
	 	(C)	 	Nationally recognized overnight courier,
with all fees prepaid.




(f)      Each Person giving a Notice shall address the Notice to the recipient (the “Addressee”) at the
address given on the signature page of this Instrument or to a changed address designated in a
Notice.



(g)      A Notice is effective only if the person giving the Notice has complied with subsections (e)
and (f) and if the Addressee has received the Notice. A Notice is deemed to have been received upon
receipt as indicated by the date on the signed receipt, provided, however, that if the Addressee
rejects or otherwise refuses to accept the Notice, or if the Notice cannot be delivered because of
a change in address for which no Notice was given, then upon such rejection, refusal or inability
to deliver such Notice will be deemed to have been received. Despite the other clauses of this
subsection (g), if any Notice is received after 5:00 p.m. on a business day where the Addressee is
located, or on a day that is not a business day where the Addressee is located, then the Notice is
deemed received at 9:00 a.m. on the next business day where the Addressee is located.



(h)      This instrument shall not be amended except by a subsequent written instrument that has been
executed by Participant and on behalf of Tiffany by a duly authorized officer of Tiffany.
Participant’s obligations under this instrument may not be waived, except pursuant to a writing
executed on behalf of Tiffany or as otherwise provided in Section 6 above.



(i)      This instrument constitutes the final expression of Participant’s post-employment
confidentiality and non-competition obligations necessary to receive an Excess DCRB Benefit under
the Deferral Plan. It is the complete and exclusive expression of those obligations and all prior
and contemporaneous negotiations and agreements between the parties on those matters are expressly
merged into and superceded by this Agreement; notwithstanding the foregoing, Participant’s right to
receive an Excess DCRB Benefit and the amount and terms of payment of such Excess DCRB Benefit
shall be exclusively determined by the Deferral Plan.




(continued)




51



As Adopted by the Tiffany & Co. Board of Directors May 20, 2010







 









 







(j)      Any reference in this instrument to the singular includes the plural where appropriate, and any
reference in this instrument to the masculine gender includes the feminine and neuter genders where
appropriate. The descriptive headings of the sections of this instrument are for convenience only
and do not constitute part of this instrument.



IN WITNESS WHEREOF, this instrument has been executed on the date first written above.




Participant




 


Name:



Notice Address:





 





 





 





 


	 	 	 	 	 
	 	Accepted and agreed (as to Section 7)




Tiffany and Company



 	 
	 	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



Notice Address:




The Board of Directors

Tiffany and Company


Care of:


Legal Department

600 Madison Avenue

New York, NY 10022




52




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010







 









 








Schedule 4.5 to Tiffany and Company Executive Deferral Plan




           1. NVIT Money Market Fund – Money Market

           2.   Federated Quality Bond II Fund – Bond

           3.   Fidelity VIP Equity Income Fund – Large Cap Value

           4.   Fidelity VIP II Contra Fund – Large Cap Blend

           5.   Janus Aspen Series Forty Fund – Large Cap Growth

           6.   Dreyfus Stock Index Fund – Large Blend

           7.   NVIT Multi-Manager Small Cap Value Fund – Small Cap Value

           8.   Neuberger Berman Mid Cap Growth Fund – Mid Cap Growth

           9.   Janus Aspen Series Overseas Fund – Foreign Large Growth

           10. NVIT Multi-Manager Small Cap Growth Fund – Small Cap Growth

           11. Goldman Sachs VIT Mid Cap Value Fund – Mid Cap Value

           12. Oppenheimer Global Securities VA Fund – Global Equity

           13. PIMCO VIT Real Return - Bond




53




As Adopted by the Tiffany & Co. Board of Directors May 20, 2010