Exhibit 10.1


 


THIRD
AMENDMENT TO THE


GUESS?, INC.


2004 EQUITY
INCENTIVE PLAN


 


WHEREAS, Guess?, Inc. (the “Company”)
maintains the Guess?, Inc. 2004 Equity Incentive Plan (as may be amended,
restated and/or modified from time to time, the “Plan”);


 


WHEREAS, pursuant to Section 18
of the Plan, the Compensation Committee of the Board of Directors of the
Company may amend the Plan at any time, subject to certain limitations;


 


WHEREAS, the Plan and certain forms
of agreements related thereto, including the form Restricted Stock Agreement,
Restricted Stock Unit Agreement, and Nonqualified Stock Option Agreement
(collectively, the “Form Agreements”),
do not clearly address the issuance of shares in book entry form or other
uncertificated means and the rights, if any, the holders of such shares may
have under the Plan; and


 


WHEREAS, the Company wishes to
amend the Plan and the Form Agreements to permit the issuance of shares in
book entry form and clarify the rights, if any, the holders of such shares have
under the Plan;


 


NOW, THEREFORE, the Form Agreements,
in substantially the forms attached hereto as Exhibits A,
B and C are hereby adopted and approved, effective as of December 17,
2007; and


 


RESOLVED FURTHER, the Plan is hereby
amended, effective as of December 17, 2007, as follows:


 


SECTION 8


 


STOCK
OPTIONS


 


1.                                       Subsection 8(g) is
amended in its entirety to read as follows:


 


“Rights as
Shareholder.  A Participant
shall have no rights as a shareholder with respect to any shares of Common
Stock issuable upon exercise of a Stock Option until shares of Common Stock
(either in certificate or book entry form) shall have been issued to the
Participant and, subject to Section 16(b), no adjustment shall be made for
dividends or distributions or other rights in respect of any share for which
the record date is prior to the date on which the Participant shall become the
holder of record thereof.”


 


SECTION 8


 


RESTRICTED
STOCK AWARDS


 


2.                                       Subsection 9(c) is
amended in its entirety to read as follows:


 


“Evidence
of Ownership.  At the time of
grant, the Company shall, in its discretion, issue to each Participant
receiving a Restricted Stock Award either: (i) a certificate or
certificates in respect of such shares of Common Stock or (ii) uncertificated
shares in book entry form. In either case, such shares shall be registered in
the name of such Participant, and shall bear an appropriate legend or notation,
as applicable, referring to the terms, conditions and restrictions applicable
to such Award. The Committee may require that, as a condition of any Restricted
Stock Award: (x) the Participant shall have delivered a stock power,
endorsed in blank, relating to the Common Stock covered by such Award and (y) shares
evidencing such Restricted Stock Award (if in certificate form) be held in
custody by the Company until the restrictions thereon have lapsed.”


 

















 


SECTION 10


 


STOCK
APPRECIATION RIGHTS


 


3.                                       Subsection 10(g) is
amended in its entirety to read as follows:


 


“Rights as
Shareholder.  A Participant
shall have no rights as a shareholder with respect to any Stock Appreciation
Right unless and until shares of Common Stock (either in certificate or book
entry form) are issued to the Participant as payment upon exercise of such
Stock Appreciation Right, and, subject to Section 16(b), no adjustment
shall be made for dividends or distributions or other rights in respect of any
share for which the record date is prior to the date on which the Participant
shall become the holder of record thereof.”


 


SECTION 11


 


PERFORMANCE
SHARE AWARDS


 


4.                                       Subsection 11(e) is
amended in its entirety to read as follows:


 


“Rights as
Shareholder.  Except as
otherwise provided by the Committee in the applicable Award Agreement, a
Participant shall have no rights as a shareholder with respect to a Performance
Share Award until shares of Common Stock (either in certificate or book entry
form) shall have been issued to the Participant following the conclusion of the
Performance Period, and, subject to Section 16(b), no adjustment shall be
made for dividends or distributions or other rights in respect of any share for
which the record date is prior to the date on which the Participant shall
become the holder of record thereof.”


 


SECTION 19


 


MISCELLANEOUS


 


5.                                       Subsection 19(g) is
amended in its entirety to read as follows:


 


“Securities
Law Restrictions.  The
Committee may require each Eligible Individual purchasing or acquiring shares
of Common Stock pursuant to a Stock Option or other Award under the Plan to
represent to and agree with the Company in writing that such Eligible
Individual is acquiring the shares for investment and not with a view to the
distribution thereof. All shares of Common Stock delivered under the Plan shall
be subject to such stock-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, the New York Stock
Exchange or any other exchange upon which the Common Stock is then listed, and
any applicable federal or state securities law, and the Committee may cause a
legend or legends to be put on any such shares issued in certificate form, or a
notation to be made on any such shares issued in book entry form, as
applicable, to make appropriate reference to such restrictions. No Award shall
be granted or shares of Common Stock shall be issued hereunder unless the
Company shall have determined that such grant or issuance is in compliance
with, or pursuant to an exemption from, all applicable federal and state
securities laws.”


 


[Remainder of page intentionally
left blank]


 


2

















 


IN WITNESS WHEREOF, the Company has caused its
duly authorized officer to execute this amendment.


 


	
   

  	
  GUESS?, INC.

  
	
   

  	
  /s/
  CARLOS ALBERINI

  
	
   

  	
   

  
	
   

  	
  Name:
  Carlos Alberini

  
	
   

  	
  Title:
  President and C.O.O.

  



 


3

















 


EXHIBIT A


 


Form of Restricted
Stock Agreement


 


4

















 


RESTRICTED
STOCK AGREEMENT


 


This
RESTRICTED STOCK AGREEMENT (the “Agreement”),
dated as of «GRANT_DATE» (the
“Date of Grant”), is entered into by and between GUESS?, INC., a
Delaware corporation (the “Company”), and «Name» (the “Grantee”).


 


RECITALS


 


WHEREAS, the Company maintains the Guess?, Inc. 2004
Equity Incentive Plan (the “Plan”).


 


WHEREAS, the Compensation Committee of the Company’s
Board of Directors (the “Committee”) has determined to grant a
restricted stock award (the “Award”) to the Grantee under the Plan in
order to increase Grantee’s participation in the success of the Company;


 


NOW, THEREFORE, the parties hereto agree
as follows:


 


1.                                       Definitions;
Incorporation of Plan Terms.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Plan.  The Award and all rights of the Grantee under
this Agreement are subject to, and the Grantee agrees to be bound by, all of
the terms and conditions of the Plan, incorporated herein by this
reference.  In the event of any conflict
or inconsistency between the Plan and this Award Agreement, the Plan shall
govern.


 


2.                                       Grant of
Restricted Stock.  The Grantee
shall be entitled to purchase «SHARES»
restricted shares of the Company’s common stock, par value $0.01 per share (the
“Common Stock”), pursuant to the terms and conditions of this Agreement
(the “Restricted Stock”).


 


3.                                       Purchase Price.  The Grantee shall pay to the Company, in
cash, an aggregate purchase price of $«Total_Price»
(the “Purchase Price”), which amount is equal to the aggregate amount of
the par value of the Restricted Stock. 
Such payment of the Purchase Price shall be made to the Company within
30 days after the date hereof.


 


4.                                       Restricted
Period.  Subject to Sections 7 and 8
below, the Award shall vest and restrictions shall lapse as to (i) 25% of the total number of shares of the
Restricted Stock on, «VEST_DATE_1»
(ii) 25% of the total number of
shares of the Restricted Stock on «VEST_DATE_2»;  (iii) 25%
of the total number of shares of the Restricted Stock on «VEST_DATE_3», and (iv) the final 25% of the total number of shares of the Restricted Stock on «VEST_DATE_4»; provided that Grantee has
been continuously employed with the Company from the date hereof through each
applicable vesting date (the “Restricted Period”). Employment or service
for only a portion of the vesting period, even if a substantial portion, will
not entitle the Grantee to any proportionate vesting or avoid or mitigate a
termination of rights and benefits upon or following a termination of
employment or services as provided in Section 7 below or under the Plan.


 


5.                                       Rights of a Stockholder.  From and after the Date of Grant and for so
long as the Restricted Stock is held by or for the benefit of the Grantee, the
Grantee shall have all the rights of a stockholder of the Company with respect
to the Restricted Stock, including but not limited to the right to receive
dividends, if applicable, and the right to vote such shares.


 


6.                                       Adjustments Upon Specified Events.  Upon the occurrence of certain events
relating to the Company’s Common Stock contemplated by Section 16(b) of
the Plan, the Committee will make adjustments, if appropriate, in the number
and kind of securities subject to the Award. 
If any adjustment is made under Section 16(b) of the Plan, the
restrictions applicable to the shares of Restricted Stock shall continue in
effect with respect to any consideration or other securities (the “Restricted
Property” and, for the purposes of this Award Agreement, “Restricted Stock”
shall include “Restricted Property,” unless the context otherwise requires)
received in respect of such Restricted Stock. 
Such Restricted Property shall vest at such times in such proportion as
the shares of Restricted Stock to which the Restricted Property is
attributable.  To the extent that the
Restricted Property includes any cash (other than regular cash dividends
provided for in Section 5 hereof), such cash shall be invested, pursuant
to policies established by the Committee, in interest bearing, FDIC-insured
(subject to applicable insurance limits) deposits of a depository institution
selected by the Committee, the earnings on which shall be added to and become a
part of the Restricted Property.


 


5

















 


7.                                       Effect of
Cessation of Employment.


 


A.                                   Forfeiture
After Certain Events.  Unless the
Committee determines otherwise in its sole discretion, if the employment of the
Grantee by the Company, a Parent or a Subsidiary shall terminate for any
reason, whether with or without cause, voluntarily or involuntarily, any of the
shares of the Restricted Stock that remain subject to the Restricted Period on
the date of the Grantee’s termination of employment shall be forfeited.


 


B.                                     Return of
Shares; Refund of Purchase Price.  Upon the occurrence of any forfeiture of
shares of Restricted Stock hereunder, such unvested, forfeited shares and
related Restricted Property shall be automatically transferred to the Company,
without any other action by the Grantee, or the Grantee’s beneficiary or
personal representative, as the case may be, and the Company shall refund the
Purchase Price to the Grantee (or the Grantee’s beneficiary or personal
representative); no additional consideration shall be paid by the Company with
respect to such transfer.  No interest
shall be credited with respect to nor shall any other adjustments be made to the
Purchase Price for fluctuations in the fair market value of the Common Stock
either before or after the transfer date. 
The Company may exercise its powers under Section 10(D) hereof
and take any other action necessary or advisable to evidence such transfer.  The Grantee, or the Grantee’s beneficiary or
personal representative, as the case may be, shall deliver any additional
documents of transfer that the Company may request to confirm the transfer of
such unvested, forfeited shares and related Restricted Property to the Company.


 


8.                                       Change in
Control.  As provided in Section 17
of the Plan, in the event of a Change in Control and except as the Committee
(as constituted immediately prior to such Change in Control) may otherwise
determine in its sole discretion, the Restricted Period shall lapse with
respect to all of the shares of Restricted Stock and shall thereon become fully
vested.


 


9.                                       Restrictions on
Transfer.  Prior to
the lapse of the Restricted Period, neither the Restricted Stock, nor any
interest therein, amount payable in respect thereof or Restricted Property
shall be sold, transferred, pledged, hypothecated or otherwise disposed of by
the Grantee; provided, however, that such transfer restrictions shall not apply
to (i) transfers to the Company or (ii) transfers by will or descent
and distribution.  Grantee agrees that
the Restricted Stock will not be sold or otherwise disposed of in any manner
that would constitute a violation of any applicable federal or state securities
laws.


 


10.                                 Stock Certificates.


 


A.                                   Book
Entry Form.  The Company shall, in its discretion, issue
the shares of Restricted Stock subject to the Award either: (i) in
certificate form as provided in Section 10(B) below; or (ii) in
book entry form, registered in the name of the Grantee with notations regarding
the applicable restrictions on transfer imposed under this Agreement.


 


B.                                     Certificates
to be Held by Company; Legend.  Any certificates representing shares of Restricted Stock that may be
delivered to the Grantee by the Company prior to the lapse of restrictions
shall be immediately redelivered by the Grantee to the Company to be held by
the Company until the restrictions on such shares shall have lapsed and the
shares shall thereby have become vested or the shares represented thereby have
been forfeited hereunder.  Such
certificates shall bear the following legend:


 


“The ownership of this certificate and the shares of
stock evidenced hereby and any interest therein are subject to substantial
restrictions on transfer under an Agreement entered into between the registered
owner and Guess?, Inc.  A copy of
such Agreement is on file in the office of the Secretary of Guess?, Inc.”


 


C.                                     Delivery
of Shares Upon Lapse of Restricted Period.  Promptly after the lapse of the Restricted
Period as to any shares of Restricted Stock pursuant to Section 4 and the
satisfaction of any and all related tax withholding obligations pursuant to Section 11,
the Company shall, as applicable, either remove the notations on any shares of
Restricted Stock issued in book entry form which have vested or deliver to the
Grantee a certificate or certificates evidencing the number of shares of
Restricted Stock which have vested (or, in either case, such lesser number of
shares as may be permitted pursuant to Section 11).  The Grantee (or the Beneficiary or Personal
Representative of the Grantee in the event of the Grantee’s death or
incapacity, as the case may be) shall deliver to the Company any
representations or other documents or assurances as the Company may deem
necessary or reasonably desirable to ensure compliance with all applicable
legal and regulatory requirements.  The
shares so delivered shall no longer be restricted shares hereunder.


 


6

















 


D.                                    Stock
Power; Power of Attorney. 
Concurrent with the execution and delivery of this Agreement, the
Grantee shall deliver to the Company an executed stock power in the form
attached hereto as Exhibit A, in blank, with respect to the Restricted
Stock.  The Grantee, by acceptance of the
Award, shall be deemed to appoint, and does so appoint by execution of this
Agreement, the Company and each of its authorized representatives as the
Grantee’s attorney(s) in fact to effect any transfer of unvested,
forfeited shares (or shares otherwise reacquired by the Company hereunder) to
the Company as may be required pursuant to the Plan or this Agreement and to
execute such documents as the Company or such representatives deem necessary or
advisable in connection with any such transfer.


 


E.                                      Postponement
of Issuance. 
Notwithstanding any other provisions of this Agreement, the issuance or
delivery of any shares of Common Stock (whether subject to restrictions or
unrestricted) may be postponed for such period as may be required to comply with
applicable requirements of any national securities exchange or any requirements
under any law or regulation applicable to the issuance or delivery of such
shares.  The Company shall not be
obligated to issue or deliver any shares of Stock if the issuance or delivery
thereof shall constitute a violation of any provision of any law or of any
regulation of any governmental authority or any national securities exchange.


 


11.                                 Withholding of
Tax.  The Company shall reasonably
determine the amount of any federal, state, local or other income, employment,
or other taxes which the Company or any of its affiliates may reasonably be
obligated to withhold with respect to the grant, vesting, making of an election
under Section 83(b) of the Internal Revenue Code of 1986, as amended
(the “Code”), or other event with respect to the Restricted Stock.  The Company may, in its sole discretion,
withhold and/or reacquire a sufficient number of shares of Restricted Stock in
connection with the vesting of such shares at their then Fair Market Value
(determined either as of the date of such withholding or as of the immediately
preceding trading day, as determined by the Company in its discretion) to
satisfy the amount of any such withholding obligations that arise with respect
to the vesting of such shares.  The
Company may take such action(s) without notice to the Grantee and shall
remit to the Grantee the balance of any proceeds from withholding and/or
reacquiring such shares in excess of the amount reasonably determined to be necessary
to satisfy such withholding obligations. 
The Grantee shall have no discretion as to the satisfaction of tax
withholding obligations in such manner. 
If, however, the Grantee makes an election under Section 83(b) of
the Code with respect to the Restricted Stock, if any other withholding event
occurs with respect to the Restricted Stock other than the vesting of such
stock, or if the Company for any reason does not satisfy the withholding
obligations with respect to the vesting of the Restricted Stock as provided
above in this Section 11, the Company shall be entitled to require a cash
payment by or on behalf of the Grantee and/or to deduct from other compensation
payable to the Grantee the amount of any such withholding obligations.


 


12.                                 Compliance.  Grantee hereby agrees to cooperate with the
Company, regardless of Grantee’s employment status with the Company, to the
extent necessary for the Company to comply with applicable state and federal
laws and regulations relating to the Restricted Stock.


 


13.                                 Notices.  Any notice required or permitted under this
Agreement shall be deemed given when personally delivered, or when deposited in
a United States Post Office, postage prepaid, addressed, as appropriate, to the
Grantee either at the address on record with the Company or such other address
as may be designated by Grantee in writing to the Company; or to the Company,
Attention: Stock Plan Administration, 1444 South Alameda Street, Los Angeles,
California 90021, or such other address as the Company may designate in writing
to the Grantee.


 


14.                                 Failure to
Enforce Not a Waiver.  The failure
of the Company or the Grantee to enforce at any time any provision of this
Agreement shall in no way be construed to be a waiver of such provision or of
any other provision hereof.


 


7

















 


15.                                 Governing Law.  This Agreement shall be governed by and
construed according to the laws of the State of Delaware, without regard to
Delaware or other laws that might cause other law to govern under applicable
principles of conflicts of law.  For purposes of litigating any dispute
that arises under this Agreement, the parties hereby submit to and consent to
the jurisdiction of the State of California, and agree that such litigation shall
be conducted in the courts of Los Angeles County, or the federal courts for the
United States for the  Central
District of California, and no other courts, where this Agreement is made
and/or to be performed.


 


16.                                 Electronic Delivery.  The
Company may, in its sole discretion, decide to deliver any documents related to
the Restricted Stock awarded under the Plan or future restricted stock that may
be awarded under the Plan by electronic means or request Grantee’s consent to
participate in the Plan by electronic means. 
Grantee hereby consents to receive such documents by electronic delivery
and agrees to participate in the Plan through an on-line or electronic system
established and maintained by the Company or another third party designated by
the Company.


 


17.                                 Severability.  The provisions of this Agreement are severable
and if any one or more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall nevertheless
be binding and enforceable.


 


18.                                 Amendments.  This Agreement may be amended or modified at
any time by an instrument in writing signed by both parties.


 


19.                                 Agreement Not a
Contract of Employment. 
Neither the grant of the Restricted Stock, this Agreement nor any other
action taken in connection herewith shall constitute or be evidence of any
agreement or understanding, express or implied, that the Grantee is an employee
of the Company or any subsidiary of the Company.


 


20.                                 Committee’s
Powers.  No provision contained in this
Agreement shall in any way terminate, modify or alter, or be construed or
interpreted as terminating, modifying or altering any of the powers, rights or
authority vested in the Committee or, to the extent delegated, in its delegate
pursuant to the terms of the Plan or resolutions adopted in furtherance of the
Plan, including, without limitation, the right to make certain determinations
and elections with respect to the Restricted Stock.


 


21.                                 Section 83(b) Election.  The Grantee hereby acknowledged that, with
respect to the grant of the Restricted Stock, an election may be filed by the
Grantee with the Internal Revenue Service, within 30 days, of the Date
of Grant, electing pursuant to Section 83(b) of the Code, to be taxed
currently on the fair market value of the Restricted Stock on the Date of
Grant.


 


THE GRANTEE HEREBY ACKNOWLEDGES THAT IT IS
THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE RESPONSIBILITY OF THE COMPANY TO
TIMELY FILE AN ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF THE
GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE
GRANTEE’S BEHALF.


 


22.                                 Termination of
this Agreement.  Upon
termination of this Agreement, all rights of the Grantee hereunder shall cease.


 


8

















 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed on its behalf by a duly authorized officer and
the Grantee has hereunto set his or her hand as of the date and year first
above written.


 


	
   

  	
  GUESS?, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Print
  Name: Deborah Siegel

  
	
   

  	
   

  
	
   

  	
  Its:
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  «Name»

  
	
   

  	
  Print Name

  
	
   

  	
   

  
	
   

  	
  «ID»

  
	
   

  	
  Employee ID

  



 


9

















 


MARITAL STATUS


 


o                      I AM
NOT MARRIED.


 


o                      I AM
MARRIED AND HAVE INFORMED MY SPOUSE OF THIS EQUITY GRANT. (Please have your spouse sign the Consent of Spouse section below.)


 


 


	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  «NAME»

  
	
   

  	
  Print Name

  



 


CONSENT OF SPOUSE


 


In consideration of the
execution of the foregoing Restricted Stock Agreement by Guess?, Inc., a
Delaware corporation, I,
                                                          ,
the spouse of the Grantee therein named, do hereby join with my spouse in
executing the foregoing Restricted Stock Agreement and do hereby agree to be
bound by all of the terms and provisions thereof and of the Plan.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature of Spouse

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print Name

  



 


10
















 


EXHIBIT A


 


STOCK POWER


 


FOR VALUE RECEIVED and
pursuant to that certain Restricted Stock Agreement between Guess?, Inc.,
a Delaware corporation (the “Company”), and the individual named below (the “Individual”)
dated as of
                          ,
              ,
the Individual hereby sells, assigns and transfers to the Company, an aggregate
                            
shares of Common Stock of the Company, standing in the Individual’s name on the
books of the Company and, if such shares are in certificate form, represented
by stock certificate number(s)                                                                                           
to which this instrument is attached, and hereby irrevocably constitutes and
appoints
                                                                                    
as his or her lawful attorney in fact and agent to transfer such shares on the
books of the Company, with full power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
  «NAME»

  
	
   

  	
   

  	
  Print Name

  



 


(Instruction: Please do not fill in any blanks other than
the signature line.  The purpose of the
assignment is to enable the Company to exercise its rights set forth in the
Restricted Stock Agreement in connection with the forfeiture of any restricted
shares subject thereto without requiring additional signatures on the part of
the Individual.)


 


11

















 


EXHIBIT B


 


Form of Restricted
Stock Unit Agreement


 


12

















 


RESTRICTED
STOCK UNIT AWARD AGREEMENT


 


This
RESTRICTED STOCK UNIT AWARD AGREEMENT
(the “Agreement”), dated as of «GRANT_DATE» (the “Date of Grant”), is
entered into by and between GUESS?, INC., a Delaware corporation (the “Company”),
and «Name» (the “Grantee”).


 


RECITALS


 


WHEREAS, the Company maintains the Guess?, Inc.
2004 Equity Incentive Plan (the “Plan”).


 


WHEREAS, the Compensation Committee of the Company’s
Board of Directors (the “Committee”) has determined to grant a
restricted stock unit award (the “Award”) to the Grantee under the Plan
in order to increase Grantee’s participation in the success of the Company;


 


NOW, THEREFORE, in consideration of
services rendered and to be rendered by the Grantee, and the mutual promises
made herein and the mutual benefits to be derived therefrom, the parties hereto
agree as follows:


 


1.               Definitions; Incorporation
of Plan Terms.  Capitalized
terms used herein without definition shall have the meanings assigned to them
in the Plan.  The Award and all rights of
the Grantee under this Agreement are subject to, and the Grantee agrees to be
bound by, all of the terms and conditions of the Plan, incorporated herein by
this reference.  In the event of any
conflict or inconsistency between the Plan and this Agreement, the Plan shall
govern.


 


2.               Grant of Restricted Stock
Units.  Subject to the terms of this
Agreement, the Company hereby grants to the Grantee a Restricted Stock Unit
Award with respect to an aggregate of «Shares» stock units (subject to adjustment as
provided in Section 16 of the Plan) (the “Stock Units”).  As used herein, the term “stock unit” shall
mean a non-voting unit of measurement which is deemed for bookkeeping purposes
to be equivalent to one outstanding share of the Company’s common stock, par
value $0.01 per share (the “Common Stock”) (subject to adjustment as
provided in Section 16 of the Plan) solely for purposes of the Plan and
this Agreement.  The Stock Units shall be
used solely as a device for the determination of the payment to eventually be
made to the Grantee if such Stock Units vest pursuant to Section 3.  The Stock Units shall not be treated as
property or as a trust fund of any kind.


 


3.               Vesting.  Subject to Section 8 below, the Award
shall vest and become nonforfeitable with respect to twenty five percent (25%)
of the total number of Stock Units (subject to adjustment under Section 16
of the Plan) on each «F8»
of «VEST_DATE_1», «VEST_DATE_2», «VEST_DATE_3»
and «VEST_DATE_4».  The vesting schedule requires continued
employment or service through each applicable vesting date as a condition to
the vesting of the applicable installment of the Award and the rights and
benefits under this Agreement. 
Employment or service for only a portion of the vesting period, even if
a substantial portion, will not entitle the Grantee to any proportionate
vesting or avoid or mitigate a termination of rights and benefits upon or
following a termination of employment or services as provided in Section 8
below or under the Plan.


 


4.               Acknowledgment of Nature of
Plan and Stock Units.  In
accepting the Award, Grantee acknowledges that:


 


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


 


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


 


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


 


(d)                                 Grantee’s
participation in the Plan is voluntary;


 


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


 


13

















 


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


 


(g)                                 neither the
Award of Stock Units nor any provision of this Agreement, the Plan or the
policies adopted pursuant to the Plan confers upon Grantee any right with
respect to employment or continuation of current employment; neither shall the
Award of Stock Units nor any provision of this Agreement, the Plan or the
policies adopted pursuant to the Plan constitute or be evidence of any
agreement or understanding, express or implied, that the Grantee is an employee
of the Company or any subsidiary of the Company; and, in the event that Grantee
is not an employee of the Company or any Subsidiary of the Company, the Stock
Units shall not be interpreted to form an employment contract or relationship
with the Company or any Subsidiary of the Company;


 


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


 


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


 


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


 


(l)                                     the Company is
not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding Grantee’s participation in the Plan, or Grantee’s
acquisition or sale of the underlying shares of Common Stock; and


 


(m)                               Grantee is
hereby advised to consult with his or her own tax, legal and financial advisors
regarding Grantee’s participation in the Plan before taking any action related
to the Plan.


 


5.               Dividend and Voting Rights.


 


(a)                                  Limitations on
Rights Associated with Stock Units.  The Grantee shall have no rights as a
stockholder of the Company, no dividend rights (except as expressly provided in
Section 5(b) with respect to Dividend Equivalent Rights) and no
voting rights with respect to the Stock Units and any shares of Common Stock
underlying or issuable in respect of such Stock Units until such shares of
Common Stock are actually issued to and held of record by the Grantee.  No adjustments will be made for dividends or
other rights of a holder for which the record date is prior to the date of
issuance of such shares of Common Stock, which form may be either: (i) in
one or more stock certificates or (ii) in book entry, registered in the
name of the Grantee.


 


(b)                                 Dividend
Equivalent Rights Distributions.  If a cash dividend is paid with respect to
Company Common Stock, the Grantee shall be credited as of the applicable
dividend payment date with the total cash dividend the Grantee would have
received had the Grantee’s unvested restricted Stock Units been actual Company
Common Stock and such amounts shall become earned and payable in the same
proportion and in the same manner as the related restricted Stock Units.


 


6.               Restrictions on Transfer.  Neither the Award, nor any interest therein
or amount or shares payable in respect thereof may be sold, assigned,
transferred, pledged or otherwise disposed of, alienated or encumbered, either
voluntarily or involuntarily.  The
transfer restrictions in the preceding sentence shall not apply to (a) transfers
to the Company, or (b) transfers by will or the laws of descent and
distribution.


 


7.               Timing and Manner of Payment
of Stock Units.  On or as
soon as administratively practical following each vesting of the applicable
portion of the total Award pursuant to Section 3 or Section 9, the
Company shall deliver to the Grantee a number of shares of Common Stock (either
by delivering one or more certificates for such shares or by entering such
shares in book entry form, as determined by the Company in its discretion)
equal to the number of Stock Units subject to this Award that vest on the
applicable vesting date, unless such Stock Units terminate prior to the given
vesting date pursuant to Section 8. 
The Company’s obligation to deliver shares of Common Stock or otherwise
make payment with respect to vested Stock Units is subject to the condition
precedent that the Grantee or other person entitled under the Plan to receive
any shares with respect to the vested Stock Units deliver to the Company any
representations or other documents or assurances required pursuant to Section 19(g) of
the Plan.  The Grantee shall have no
further rights with respect to any Stock Units that are paid or that terminate
pursuant to Section 8.


 


14

















 


8.               Effect of Cessation of
Employment.  Unless the
Committee determines otherwise in its sole discretion, if the employment of the
Grantee by the Company, a Parent or a Subsidiary shall terminate for any
reason, whether with or without cause, voluntarily or involuntarily, the
Grantee’s Stock Units shall terminate to the extent such units have not become
vested prior to the first date the Grantee is no longer employed by the
Corporation or one of its Subsidiaries. 
If the Grantee is employed by a Subsidiary and that entity ceases to be
a Subsidiary, such event shall be deemed to be a termination of employment of
the Grantee for purposes of this Agreement, unless the Grantee otherwise
continues to be employed by the Company or another of its Subsidiaries
following such event.  If any unvested
Stock Units are terminated hereunder, such Stock Units shall automatically
terminate and be cancelled as of the applicable termination date without
payment of any consideration by the Company and without any other action by the
Grantee, or the Grantee’s beneficiary or personal representative, as the case
may be.


 


9.               Change in Control.  As provided in Section 17 of the Plan,
in the event of a Change in Control and except as the Committee (as constituted
immediately prior to such Change in Control) may otherwise determine in its
sole discretion, all of the Stock Units shall thereon become fully vested and
payable to the Grantee.


 


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


 


Prior
to the issuance of shares upon vesting of Stock Units or the receipt of an equivalent
cash payment, Grantee shall pay, or make adequate arrangements satisfactory to
the Company or to the Grantee’s actual employer (in their sole discretion) to
satisfy all withholding and payment on account obligations of the Company
and/or the Grantee’s actual employer.  In
this regard, Grantee authorizes the Company or the Grantee’s actual employer to
withhold all applicable Tax-Related Items legally payable by Grantee from
Grantee’s wages or other cash compensation payable to Grantee by the Company or
the Grantee’s actual employer or from any equivalent cash payment received upon
vesting of the Stock Units. 
Alternatively, or in addition, if permissible under local law, the
Company or the Grantee’s actual employer may, in their sole discretion, (i) sell
or arrange for the sale of shares to be issued on the vesting of Stock Units to
satisfy the withholding or payment on account obligation, and/or (ii) withhold
in shares, provided that the Company and the Grantee’s actual employer shall
withhold only the amount of shares necessary to satisfy the minimum withholding
amount.    If the Company or the Grantee’s
actual employer satisfies the obligation for Tax-Related Items by withholding a
number of whole shares of Common Stock as described herein, the Grantee is
deemed to have been issued the full number of shares of Common Stock subject to
the Stock Units, notwithstanding that a number of the shares of Common Stock is
held back solely for the purpose of paying the Tax-Related Items due as a
result of the vesting of the Stock Units. 
Grantee shall pay to the Company or to the Grantee’s actual employer any
amount of Tax-Related Items that the Company or the Grantee’s actual employer
may be required to withhold as a result of Grantee’s receipt of the Stock Units,
the vesting of the Stock Units, the receipt of an equivalent cash payment, or
the conversion of vested Stock Units to shares that cannot be satisfied by the
means previously described.  The Company
may refuse to deliver shares to Grantee if Grantee fails to comply with Grantee’s
obligation in connection with the Tax-Related Items as described herein.


 


11.         Data Privacy Notice and Consent.  Grantee hereby
explicitly and unambiguously consents to the collection, use and transfer, in
electronic or other form, of Grantee’s personal data as described in this
Agreement by and among, as applicable, Grantee’s employer, the Company, its
Subsidiaries and its affiliates for the exclusive purpose of implementing,
administering and managing Grantee’s participation in the Plan.


 


15

















 


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


 


12.         Electronic Delivery.  The Company may, in its sole discretion,
decide to deliver any documents related to the Stock Units awarded under the
Plan or future stock units that may be awarded under the Plan by electronic
means or request Grantee’s consent to participate in the Plan by electronic
means.  Grantee hereby consents to
receive such documents by electronic delivery and agrees to participate in the
Plan through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company.


 


13.         Language.  If Grantee has received this Agreement or any
other document related to the Plan translated into a language other than
English and if the translated version is different than the English version,
the English version will control, unless otherwise prescribed by local law.


 


14.         Compliance.  Grantee hereby agrees to cooperate with the
Company, regardless of Grantee’s employment status with the Company, to the
extent necessary for the Company to comply with applicable state and federal
laws and regulations relating to the Stock Units.


 


15.         Notices.  Any notice required or permitted under this
Agreement shall be deemed given when personally delivered, or when deposited in
a United States Post Office, postage prepaid, addressed, as appropriate, to the
Grantee either at the address on record with the Company or such other address
as may be designated by Grantee in writing to the Company; or to the Company,
Attention: Stock Plan Administration, 1444 South Alameda Street, Los Angeles,
California 90021, or such other address as the Company may designate in writing
to the Grantee.


 


16.         Failure to Enforce Not a
Waiver.  The failure of the Company or
the Grantee to enforce at any time any provision of this Agreement shall in no
way be construed to be a waiver of such provision or of any other provision
hereof.


 


17.         Governing Law.  This Agreement shall be governed by and
construed according to the laws of the State of Delaware, without regard to
Delaware or other laws that might cause other law to govern under applicable
principles of conflicts of law.  For
purposes of litigating any dispute that arises under this Award of Stock Units
or this Agreement, the parties hereby submit to and consent to the jurisdiction
of the State of California, and agree that such litigation shall be conducted
in the courts of Los Angeles County, or the federal courts for the United
States for the  Central District of
California, and no other courts, where this Award of Stock Units is made and/or
to be performed.


 


16

















 


18.         Amendments.  This Agreement may be amended or modified at
any time by an instrument in writing signed by both parties.


 


19.         Committee’s Powers.  No provision contained in this Agreement
shall in any way terminate, modify or alter, or be construed or interpreted as
terminating, modifying or altering any of the powers, rights or authority
vested in the Committee or, to the extent delegated, in its delegate pursuant
to the terms of the Plan or resolutions adopted in furtherance of the Plan,
including, without limitation, the right to make certain determinations and
elections with respect to the Stock Units.


 


20.         Termination of this Agreement. 
Upon termination of this Agreement, all rights of the Grantee hereunder
shall cease.


 


21.         Severability.  The provisions of this Agreement are severable
and if any one or more provisions are determined to be illegal or otherwise
unenforceable, in whole or in part, the remaining provisions shall nevertheless
be binding and enforceable.


 


22.         Construction.  It is
intended that the terms of the Award will not result in the imposition of any
tax liability pursuant to Section 409A of the Code.  The Agreement shall be construed and
interpreted consistent with that intent.


 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed on its behalf by a duly authorized officer and
the Grantee has hereunto set his or her hand as of the date and year first
above written.


 


	
   

  	
  GUESS?, INC.,

  
	
   

  	
   

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Print
  Name: Deborah Siegel

  
	
   

  	
   

  
	
   

  	
  Its:
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  «Name»

  
	
   

  	
  Print
  Name

  



 


17

















 


CONSENT OF SPOUSE


 


In consideration of the
execution of the foregoing Restricted Stock Unit Award Agreement by Guess?, Inc.,
a Delaware corporation, I,
                                                          ,
the spouse of the Grantee therein named, do hereby join with my spouse in
executing the foregoing Restricted Stock Unit Award Agreement and do hereby
agree to be bound by all of the terms and provisions thereof and of the Plan.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature
  of Spouse

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print
  Name

  



 


18

















 


EXHIBIT C


 


Form of Nonqualified
Stock Option Agreement


 


19
















 


GUESS?, INC.

2004 EQUITY INCENTIVE PLAN


NONQUALIFIED STOCK OPTION AGREEMENT


 


THIS NONQUALIFIED STOCK OPTION
AGREEMENT (this “Option Agreement”)
dated «OPTION_DATE» by and
between Guess?, Inc., a Delaware corporation (the “Company”),
and «Name» (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Company to the Grantee as to the
number of shares of the Company’s Common Stock first set forth below.


 


Number of Shares of Common Stock:(1)   «SHARES»                                                                  Award
Date:  «AWARD_DATE»


 


Exercise Price per Share:(1)      $«PRICE»    Expiration Date:(1),(2)
«EXPIRE_DATE_1»


 


Award Number:      «NUM»


 


Vesting(1),(2)  The Option
shall become vested as to 25% of the total number of shares of Common Stock
subject to the Option on «Vest_Start_Date»
of «VEST_DATE_1», «VEST_DATE_2», «VEST_DATE_3» and «VEST_DATE_4».


 


The
Option is granted under the Guess?, Inc. 2004 Equity Incentive Plan (the “Plan”) and subject to the Terms and
Conditions of Nonqualified Stock Option (the “Terms”)
attached to this Option Agreement (incorporated herein by this reference) and
to the Plan.  The Option has been granted
to the Grantee in addition to, and not in lieu of, any other form of
compensation otherwise payable or to be paid to the Grantee.  Capitalized terms are defined in the Plan if
not defined herein.  The parties agree to
the terms of the Option set forth herein. 
The Grantee acknowledges receipt of a copy of the Terms, the Plan and
the Prospectus for the Plan.


 


	
  “GRANTEE”

  	
   

  	
  GUESS?,
  INC.

  
	
   

  	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  «Name»

  	
   

  	
   

  
	
  Print
  Name

  	
   

  	
  Print
  Name: Deborah Siegel

  
	
   

  	
   

  	
   

  
	
  «ID»

  	
   

  	
  Title:
  Secretary

  
	
  Employee
  ID#

  	
   

  	
   

  



 


o           I AM
NOT MARRIED. (If married, please have
your spouse sign below.)


 


CONSENT OF SPOUSE


 


In
consideration of the Company’s execution of this Option Agreement, the
undersigned spouse of the Grantee agrees to be bound by all of the terms and
provisions hereof and of the Plan.


 


	
   

  	
   

  	
   

  
	
  Signature
  of Spouse

  	
   

  	
  Date

  



 






(1)                        Subject to
adjustment under Section 16 of the Plan.


(2)                        Subject to
early termination if the Grantee’s employment terminates.  See Sections 4, 6 and 7 of the Terms and
Sections 14, 16 and 17 of the Plan for additional details regarding possible
adjustments and acceleration of vesting in connection with a Change in Control
of the Company.


 


20

















 


TERMS
AND CONDITIONS OF NONQUALIFIED STOCK OPTION


 


1.              Vesting;
Limits on Exercise; Incentive Stock Option Status.


 


The
Option shall vest and become exercisable in percentage installments of the
aggregate number of shares subject to the Option as set forth on the cover page of
this Option Agreement.  The Option may be
exercised only to the extent the Option is vested and exercisable.


 


·                  Cumulative
Exercisability.  To the
extent that the Option is vested and exercisable, the Grantee has the right to
exercise the Option (to the extent not previously exercised), and such right
shall continue, until the expiration or earlier termination of the Option.


 


·                  No Fractional
Shares.  Fractional share interests
shall be disregarded, but may be cumulated.


 


·                  Minimum
Exercise.  No fewer
than 100(1) shares of Common Stock may be purchased at any one time,
unless the number purchased is the total number at the time exercisable under
the Option.


 


·                  Nonqualified
Stock Option.  The Option
is a nonqualified stock option and is not, and shall not be, an incentive stock
option within the meaning of Section 422 of the Code.


 


2.              Continuance
of Employment/Service Required; No Employment/Service Commitment.


 


The vesting schedule requires continued employment or service through
each applicable vesting date as a condition to the vesting of the applicable
installment of the Option and the rights and benefits under this Option
Agreement.  Employment or service for
only a portion of the vesting period, even if a substantial portion, will not
entitle the Grantee to any proportionate vesting or avoid or mitigate a
termination of rights and benefits upon or following a termination of
employment or services as provided in Section 4 below or under the Plan.


 


Nothing contained in this Option Agreement or the Plan constitutes a
continued employment or service commitment by the Company or any of its
Subsidiaries, affects the Grantee’s status, if he or she is an employee, as an
employee at will who is subject to termination without cause, confers upon the
Grantee any right to remain employed by or in service to the Company or any
Subsidiary or interferes in any way with the right of the Company or any
Subsidiary at any time to terminate such employment or service.


 


3.              Method
of Exercise of Option.


 


The
Option shall be exercisable by the delivery to the Secretary of the Company (or
such other person as the Committee may require pursuant to such administrative
exercise procedures as the Committee may implement from time to time) of:


 


21

















 


·                  a written
notice stating the number of shares of Common Stock to be purchased pursuant to
the Option or by the completion of such other administrative exercise
procedures as the Committee may require from time to time,


 


·                  payment in full
for the Exercise Price of the shares to be purchased (a) in cash, cashier’s
or bank check to the Company, or (b) (subject to compliance with all
applicable laws, rules, regulations and listing requirements and further
subject to such rules as the Committee may adopt as to any non-cash
payment) in shares of Common Stock already owned by the Grantee, valued at
their Fair Market Value on the exercise date, provided, however,
that any shares initially acquired upon exercise of a stock option or otherwise
from the Company must have been owned by the Grantee for at least six (6) months
before the date of such exercise, or (c) through a “cashless exercise”
procedure by notice and third party payment in such manner as may be authorized
by the Committee pursuant to Section 8(f) of the Plan;


 


·                  any written
statements or agreements required pursuant to Section 19(g) of the
Plan; and


 


·                  satisfaction of
the tax withholding provisions of Section 19(a) of the Plan.


 


4.              Termination
of Option upon a Termination of Grantee’s Employment or Services.


 


Subject
to earlier termination on the Expiration Date of the Option and subject to any
applicable provision of a valid employment agreement between the Company and
Participant, if the Grantee ceases to be employed by or ceases to provide
services to the Company or a Subsidiary, the following rules shall apply
(the last day that the Grantee is employed by or provides services to the
Company or a Subsidiary is referred to as the Grantee’s “Severance
Date”):


 


·                  if the Grantee’s
employment by the Company or a Subsidiary terminates due to his or her death,
Disability or Retirement, then (a) the Grantee, his or her personal
representative or beneficiary will have twelve (12) months from the Severance
Date to exercise the Option (or any portion thereof) to the extent that it was
exercisable on the Severance Date; provided that if the Grantee’s employment
terminates as a result of Disability or Retirement and he or she dies during
such 12-month period, his or her beneficiary will have one year from the date
of the Grantee’s death to exercise the Option (or any portion thereof) to the
extent it was vested on the Grantee’s Severance Date, (b) the Option, to
the extent not exercisable on the Severance Date, shall terminate on the
Severance Date, and (c) the Option, to the extent exercisable for the
12-month period following the Severance Date (or, if applicable, the 12-month
period following the Grantee’s subsequent death) and not exercised during such
period, shall terminate at the close of business on the last day of such
12-month period.


 


22

















 


·                  if the Grantee’s
employment by the Company or a Subsidiary terminates for any reason other than
his or her death, Retirement or Disability, then (a) the Grantee will have
sixty (60) days from the Severance Date to exercise the Option (or portion
thereof) to the extent that it was exercisable on the Grantee’s Severance Date (b) the
Option, to the extent not exercisable on the Severance Date, shall terminate on
the Severance Date, and (c) the Option, to the extent exercisable for the
sixty (60) day period following the Severance Date and not exercised during
such period, shall terminate at the close of business on the last day of the
60-day period.


 


In
all events the Option is subject to earlier termination on the Expiration Date
of the Option.  The Committee shall be
the sole judge of whether the Grantee continues to render employment or
services for purposes of this Option Agreement.


 


5.              Non-Transferability.


 


The
Option and any other rights of the Grantee under this Option Agreement or the
Plan are nontransferable and exercisable only by the Grantee, except as set
forth in Section 15 of the Plan.


 


6.              Adjustments
Upon Changes in Capitalization.


 


As
provided in Section 16(b) of the Plan, in the event of any change in
the outstanding Common Stock by reason of a stock dividend, recapitalization,
reorganization, merger, consolidation, stock split, combination or exchange of
shares, the Committee shall, in such manner, to such extent (if any) and at
such times as it deems necessary make adjustments in the number of shares
subject to the Option and the Exercise Price and the securities deliverable
upon exercise of the Option and such other adjustments, consistent with the
foregoing, as it deems appropriate.  All
rights of the Grantee hereunder are subject to such adjustments and other
provisions of the Plan.


 


23

















 


7.              Change
in Control.


 


As provided in Section 17
of the Plan, in the event of a Change in Control and except as the Committee
(as constituted immediately prior to such Change in Control) may otherwise
determine in its sole discretion, (a) the Option shall become fully
exercisable as of the date of the Change in Control, whether or not then
exercisable, and (b) in the case of a Change in Control involving a merger
of, or consolidation involving, the Company in which the Company (i) is
not the surviving corporation (the “Surviving Entity”) or (ii) becomes a
wholly owned subsidiary of the Surviving Entity or any Parent thereof, the
Option, to the extent not exercised, (a “Predecessor Option”) will be converted
into an option (a “Substitute Option”) to acquire common stock of the Surviving
Entity or its Parent which Substitute Option will have substantially the same
terms and conditions as the Predecessor Option, with appropriate adjustments as
to the number and kind of shares and exercise price subject thereto.


 


8.              Notices.


 


Any
notice required or permitted under this Option Agreement shall be deemed given
when personally delivered, or when deposited in a United States Post Office,
postage prepaid, addressed, as appropriate, to the Grantee either at the
address on record with the Company or such other address as may be designated
by Grantee in writing to the Company; or to the Company, Attention: Stock Plan
Administration, 1444 South Alameda Street, Los Angeles, California 90021, or
such other address as the Company may designate in writing to the Grantee.  Any such notice shall be given only when
received, but if the Grantee is no longer employed by the Company or a Subsidiary,
shall be deemed to have been duly given five business days after the date
mailed in accordance with the foregoing provisions of this Section 8.


 


9.              Plan.


 


The
Option and all rights of the Grantee under this Option Agreement are subject
to, and the Grantee agrees to be bound by, all of the terms and conditions of
the Plan, incorporated herein by this reference.  In the event of a conflict or inconsistency
between the terms and conditions of this Option Agreement and of the Plan, the
terms and conditions of the Plan shall govern. 
The Grantee agrees to be bound by the terms of the Plan and this Option
Agreement (including these Terms).  The
Grantee acknowledges having read and understood the Plan, the Prospectus for
the Plan, and this Option Agreement. 
Unless otherwise expressly provided in other sections of this Option
Agreement, provisions of the Plan that confer discretionary authority on the
Board or the Committee do not and shall not be deemed to create any rights in
the Grantee unless such rights are expressly set forth herein or are otherwise
in the sole discretion of the Board or the Committee so conferred by
appropriate action of the Board or the Committee under the Plan after
the date hereof.


 


10.       Entire Agreement.


 


This
Option Agreement (including these Terms) and the Plan together constitute the
entire agreement and supersede all prior understandings and agreements, written
or oral, of the parties hereto with respect to the subject matter hereof.  The Plan and this Option Agreement may be amended
pursuant to Section 18 of the Plan. 
Such amendment must be in writing and signed by the Company.  The Company may, however, unilaterally waive
any provision hereof in writing to the extent such waiver does not adversely
affect the interests of the Grantee hereunder, but no such waiver shall operate
as or be construed to be a subsequent waiver of the same provision or a waiver
of any other provision hereof.


 


24

















 


11.       Governing Law.


 


This
Option Agreement shall be governed by and construed according to the laws of
the State of Delaware, without regard to Delaware or other laws that might
cause other law to govern under applicable principles of conflicts of
law.  For purposes of litigating any dispute that arises under this Option
Agreement, the parties hereby submit to and consent to the jurisdiction of the
State of California, and agree that such litigation shall be conducted in the
courts of Los Angeles County, or the federal courts for the United States for
the  Central District of
California, and no other courts, where this Option Agreement is made and/or to
be performed.


 


12.       Effect of this Agreement.


 


This
Option Agreement shall be assumed by, be binding upon and inure to the benefit
of any successor or successors to the Company.


 


13.       Counterparts.


 


This
Option Agreement may be executed simultaneously in any number of counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.


 


14.                               Electronic Delivery.


 


The
Company may, in its sole discretion, decide to deliver any documents related to
the Stock Units awarded under the Plan or future stock units that may be
awarded under the Plan by electronic means or request Grantee’s consent to
participate in the Plan by electronic means. 
Grantee hereby consents to receive such documents by electronic delivery
and agrees to participate in the Plan through an on-line or electronic system
established and maintained by the Company or another third party designated by
the Company.


 


15.                               Severability.


 


The
provisions of this Agreement are severable and if any one or more provisions
are determined to be illegal or otherwise unenforceable, in whole or in part,
the remaining provisions shall nevertheless be binding and enforceable.


 


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16.                               Section Headings.


 


The
section headings of this Option Agreement are for convenience of reference only
and shall not be deemed to alter or affect any provision hereof.


 


End of Document


 


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