Exhibit 10.41


AMENDMENT NUMBER ONE


TO THE FOSSIL, INC.


1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


 


THIS
AMENDMENT TO THE FOSSIL, INC. 1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(this “Amendment”), dated as of December 19, 2007, is made and entered
into by Fossil, Inc., a Delaware corporation (the “Company”).  Terms used in this Amendment with initial
capital letters that are not otherwise defined herein shall have the meanings
ascribed to such terms in the Fossil, Inc. 1993 Non-employee Director
Stock Option Plan (the “Plan”).


 


RECITALS


 


WHEREAS,
Section 3 of the Plan provides that on the first day of January of
each calendar year, each Nonemployee Director shall be granted options to
purchase 3,000 shares of Common Stock; and


 


WHEREAS,
the Board of Directors of the Company (the “Board”) desires to amend the Plan
to increase to 4,000 the number of shares of Common Stock underlying the
options that are automatically granted to Nonemployee Directors under the Plan;
and


 


WHEREAS,
the Board has reviewed, approved and adopted this Amendment as described above;


 


NOW,
THEREFORE, the Company hereby amends the Plan as follows:


 


1.             Section 3 of the Plan is
hereby amended by deleting such Section in its entirety and substituting
in lieu thereof the following:


 


“3.           Designation of
Participants; Automatic Grant of Options.  Each director of the Company who is not an
employee of the Company or any Subsidiary (as hereinafter defined) of the
Company (any such director being hereinafter referred to as a “Nonemployee
Director”) shall be granted Options as described hereunder.  Each individual who becomes a Nonemployee
Director after the Effective Date shall automatically be granted Options to
purchase 5,000 shares of Common Stock (subject to adjustment as provided in
Paragraph 10) on the date such person first becomes a Nonemployee
Director.  Furthermore, as of the first
day of January of each calendar year commencing with January 1, 2008,
each Nonemployee Director shall automatically be granted Options to purchase an
additional 4,000 shares of Common Stock (subject to adjustment as provided in
Paragraph 10) on such date, so long as such individual is then serving as a
Nonemployee Director.  Notwithstanding
the foregoing, in the case of any grant of Options made on a date subsequent to
the Effective Date, such grant shall only be made if the number of shares
subject to future grant under this Plan is sufficient to make all automatic
grants required to be made pursuant to this Plan on such date of grant.  As used herein, the term “Subsidiary” of the
Company shall mean any corporation of which the Company directly or indirectly
owns shares representing more than 50% of the voting power of all classes or
series of capital stock of such corporation which have the right to vote
generally on matters submitted to a vote of the stockholders of such
corporation.”


 


2.             Except as expressly amended by this
Amendment, the Plan shall continue in full force and effect in accordance with
the provisions thereof.


 


* * * * *


 


 

















IN
WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as
of the date first written above.


 


	
  FOSSIL,
  INC.

  
	
   

  
	
   

  	
   

  
	
  By:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
   

  	
   

  
	
  Title: