Exhibit 10.1


 


SIXTH AMENDMENT
TO THE

2004 LONG-TERM INCENTIVE PLAN

of

FOSSIL, INC.


 


WHEREAS, Fossil, Inc.
(the “Company”) has previously adopted the 2004 Long-Term Incentive Plan (the “Plan”);
and


 


WHEREAS, pursuant to
Paragraph 11 of the Plan, the Board of Directors has authorized that the Plan
be amended to add a definition of a “Change
in Control” of the Company and to provide for a notification procedure for Awards under the Plan;
and


 


WHEREAS, the Board of Directors has authorized
a proper officer of the Company to execute this Sixth Amendment to the Plan.


 


NOW, THEREFORE, THE PLAN IS HEREBY AMENDED AS
FOLLOWS:


 


2.                                       Definitions.


 


The following shall be added to Paragraph 2:


 


“ “Change in Control” means the occurrence of
any of the following events:


 


(i)                                     Any
“person” (as such term is used in Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended) becomes the beneficial owner,
directly or indirectly, of voting securities representing thirty percent (30%)
or more of the combined voting power of the Company’s then outstanding voting
securities or, if a person is the beneficial owner, directly or indirectly, of
voting securities representing thirty percent (30%) or more of the combined
voting power of the Company’s outstanding voting securities as of the date the
particular Award is granted, such person becomes the beneficial owner, directly
or indirectly, of additional voting securities representing ten percent (10%)
or more of the combined voting power of the Company’s then outstanding voting
securities.


 


(ii)                                  During
any period of twelve (12) months, individuals who at the beginning of such
period constitute the Board cease for any reason to constitute a majority of
the Directors unless the election, or the nomination for election by the
Company’s stockholders, of each new Director was approved by a vote of at least
a majority of the Directors then still in office who were Directors at the
beginning of the period.


 


(iii)                               The
stockholders of the Company approve (A) any consolidation or merger of the
Company or any Subsidiary that results in the holders of the Company’s voting
securities immediately prior to the consolidation or merger having (directly or
indirectly) less than a majority ownership interest in the outstanding voting
securities of the surviving entity immediately after the


 

















 


consolidation or merger, (B) any sale,
lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of the Company,
or (C) any plan or proposal for the liquidation or dissolution of the
Company;


 


(iv)                              The
stockholders of the Company accept a share exchange, with the result that
stockholders of the Company immediately before such share exchange do not own,
immediately following such share exchange, at least a majority of the voting
securities of the entity resulting from such share exchange in substantially
the same proportion as their ownership of the voting securities outstanding
immediately before such share exchange; or


 


(v)                                 Any
tender or exchange offer is made to acquire thirty percent (30%) or more of the
voting securities of the Company, other than an offer made by the Company, and
shares are acquired pursuant to that offer.


 


For purposes
of this definition, the term “voting securities” means equity securities, or
securities that are convertible or exchangeable into equity securities, that
have the right to vote generally in the election of Directors.”


 


7.                                       Awards.


 


The second sentence in Paragraph 7 shall be
deleted in its entirety and replaced with the following:


 


“Awards under the Plan shall be evidenced by
one or more award agreements approved by the Committee that set forth the terms
and conditions of and limitations on an award. The Committee need not require
the execution of any such agreement by a participant, in which case each
participant shall be given a written notification of the terms and conditions
of the award, and absent his or her refusal to accept the award (delivered to
the Company no later than thirty (30) days following delivery of the notice of
award), each participant shall be deemed to have accepted the award. All
participants shall receive notification of each award in such form as the
Committee may determine.”


 


IN WITNESS WHEREOF, the Company has caused this
Sixth Amendment to the Plan to be executed by a duly authorized officer effective
as of February 17, 2006.


 


 


	
   

  	
  FOSSIL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kosta N. Kartsotis

  	
   

  
	
   

  	
  Name: Kosta N. Kartsotis

  
	
   

  	
  Title: President and Chief Executive
  Officer