Exhibit 10.63


 


Fossil, Inc.


Non-employee Director Compensation


 


Effective
January 1, 2010


 


1.                                      Board
of Directors


 


	
  Annual Retainer

  	
   

  	
  $

  	
  37,200

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  In-person meeting fee

  	
   

  	
  $

  	
  1,395

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telephone meetings*

  	
   

  	
  $

  	
  930

  	
   

  



 


2.                                      Audit
Committee


 


	
  Chair annual retainer

  	
   

  	
  $

  	
  18,600

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Member retainer

  	
   

  	
  $

  	
  2,325

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  In-person meeting fee

  	
   

  	
  $

  	
  1,162

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telephone meetings*

  	
   

  	
  $

  	
  930

  	
   

  



 


 


3.                                      Compensation
Committee


 


	
  Chair annual retainer

  	
   

  	
  $

  	
  9,300

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Member retainer

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  In-person meeting fee

  	
   

  	
  $

  	
  1,162

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telephone meetings*

  	
   

  	
  $

  	
  930

  	
   

  



 


4.                                      Nominating
and Corporate Governance Committee


 


	
  Chair annual retainer

  	
   

  	
  $

  	
  6,975

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Member retainer

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  In-person meeting fee

  	
   

  	
  $

  	
  1,162

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telephone meetings*

  	
   

  	
  $

  	
  930

  	
   

  



 

















 


5.                                      Finance
Committee


 


	
  Chair annual retainer

  	
   

  	
  $

  	
  6,975

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Member retainer

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  In-person meeting fee

  	
   

  	
  $

  	
  1,162

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Telephone meetings*

  	
   

  	
  $

  	
  930

  	
   

  



 


 


All
fees paid quarterly in arrears.  Payment
shall be made for each committee meeting attended even if attending more than
one committee meeting on the same day.


 


6.                                      Equity


 


2008 Long-Term Incentive
Plan


 


Annual
grant:  Grant of Restricted Stock Units
with a Fair Market Value of $100,000. 
Grant shall be made on the date of the Annual Stockholders Meeting and
shall vest 100% on the earlier of (i) the date of the next following
Annual Stockholders Meeting or (ii) one year from the Date of Grant.


 


Outside
Directors appointed other than at an Annual Stockholders Meeting shall be
granted effective as of the date of appointment a pro-rated number of Restricted
Stock Units (pro-rated based on the number of days between the date such
individual first became an Outside Director and the date that is one year from
the immediately preceding annual stockholders meeting, over 365) that would
have been granted to such individual if he or she had been elected as an
Outside Director during the immediately preceding Annual Stockholders Meeting
and shall vest 100% one year from the Date of Grant.


 


Terms used with initial
capital letters that are not otherwise defined herein shall have the meanings
ascribed to such terms in the Fossil, Inc. 2008 Long-Term Incentive Plan.