Exhibit 10.43


 


OPTION FORFEITURE AGREEMENT


 


This
Option Forfeiture Agreement (this “Agreement”)
is entered into as of December 31, 2007 (the “Effective
Date”) between Fossil, Inc., a Delaware corporation (the “Company”) and Kenneth W. Anderson
(the “Optionee”).  The Company and the Optionee are collectively
referred to as the “Parties”.


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the terms of that certain award
agreement (the “Award Agreement”) between the
Parties dated as of January 1, 2007,  the
Company granted the Optionee an option (the “Option”)
to purchase 4,000 shares of the Company’s common stock, par value $.01 per
share (the “Common Stock”) pursuant to
the 1993 Nonemployee Director Stock Option Plan of Fossil, Inc. (the “Director Plan”); and


 


WHEREAS, pursuant to the Award Agreement and the Director
Plan, the Option becomes exercisable as follows: (i) with respect to 2,000
shares of Common Stock, as of the first anniversary of the date of grant; (ii) with
respect to 1,000 shares of Common Stock, as of the second anniversary of the
date of grant; and (iii) with respect to 1,000 shares of Common Stock, as
of the third anniversary of the date of grant; and


 


WHEREAS, pursuant to the Director Plan, as of January 1
of each calendar year, each nonemployee director is automatically granted
options to purchase 4,000 shares of Common Stock; provided, however, that such
grant shall only be made if the number of shares subject to future grant under
the Director Plan is sufficient to make all automatic grants required to be
made pursuant to the Director Plan on the date of such grant; and


 


WHEREAS, pursuant to the Director Plan, Common Stock
subject to options that are forfeited or terminated or expire unexercised in
such a manner that all or some of the shares subject thereto are not issued to
an optionee shall immediately become available for granting of options under
the Director Plan; and


 


WHEREAS, as of the date of this Agreement, the Director
Plan has 1,068 less shares than the sufficient number required to make the
automatic grants to be made pursuant to the Director Plan on January 1,
2008; and


 


WHEREAS, in consideration for the grant of 4,000 shares to
be made to the Optionee pursuant to the Director Plan on January 1, 2008,
the Optionee desires to, and believes that it is in the best interests of the
Company and the Optionee to, agree to forfeit his right, pursuant to the Award
Agreement granting the Option and the Director Plan, to purchase (i) 1,000
shares of Common Stock that will become exercisable as of the third anniversary
of the date of grant of such Option and (ii) 68 shares of Common Stock
that will become exercisable as of the second anniversary of the date of grant
of such Option, and the Company and the Optionee desire to enter into an
agreement evidencing such forfeiture.


 


                NOW
THEREFORE, in consideration of the mutual promises, conditions and
covenants contained herein, and other good and valuable consideration, the
adequacy of which is hereby acknowledged, the Parties agree as follows:


 


1.             Forfeiture of Option.  In consideration for the grant of 4,000
shares to be made to the Optionee pursuant to the Director Plan on January 1,
2008, the Optionee hereby irrevocably and unconditionally forfeits his right,
pursuant to the Award Agreement granting the Option and the Director Plan, to
purchase (i) 1,000 shares of Common Stock that will become exercisable as
of the third anniversary of the date of 


 


 

















 


grant
of such Option and (ii) 68 shares of Common Stock that will become
exercisable as of the second anniversary of the date of grant of such Option,
and pursuant to Paragraph One of the Award Agreement, the Award Agreement is
hereby amended to reduce the total number of shares of Common Stock underlying
the Option by 1,068 and to provide that 932 shares shall be exercisable on the
second anniversary of the date of grant of the Option and no shares shall be
exercisable on the third anniversary of the date of grant of the Option, in
accordance with the terms hereof.


 


2.             No Undue Influence.  The Optionee hereby agrees and acknowledges
that he is executing this Agreement voluntarily and without any duress,
coercion or undue influence by the Company or anyone else.


 


3.             Further Assurances.  Each Party to this Agreement agrees that it
will perform all such further acts and execute and deliver all such further
documents as may be reasonably required in connection with the consummation of
the transactions contemplated hereby in accordance with the terms of this
Agreement.


 


4.             Captions.  The captions used in this Agreement are for
reference purposes only, and shall not in any way affect the meaning or
interpretation of this Agreement.


 


5.             Parties in Interest.  This Agreement shall be binding upon and
shall inure to the benefit of the Parties to this Agreement and their
respective heirs, executors, administrators, successors and assigns.


 


6.             Execution.  This Agreement may be executed in two or more
counterparts, all of which taken together shall constitute one instrument. The
exchange of copies of this Agreement and of signature pages by facsimile
transmission or by e-mail delivery of a “.pdf” format data file shall constitute effective execution and
delivery of this Agreement as to the Parties and may be used in lieu of the
original Agreement for all purposes. 
Signatures of the Parties transmitted by facsimile or by e-mail
delivery of a “.pdf” format data file shall be deemed to be their original signatures for
any purpose whatsoever.


 


7.             Entire Agreement.  This Agreement contains the entire
understanding of the Parties with respect to the subject matter contained in
this Agreement.  This Agreement
supersedes all prior agreements and understandings among the parties with
respect to such subject matter.


 


8.             Governing Law.  The provisions of this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
without regard to its principles of conflict of law.


 


 


********


 


 [Remainder of Page Intentionally Left
Blank.


Signature Page to
Follow]


 


2

















 


 


                IN WITNESS WHEREOF, this
Agreement has been executed as of the date first above written.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  FOSSIL,
  INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  OPTIONEE:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Kenneth
  W. Anderson