EX-10.(F) AMENDED & RESTATED LONG-TERM STOCK PLAN



 





Exhibit 10(f)




OXFORD INDUSTRIES, INC.




AMENDED AND RESTATED

LONG-TERM STOCK INCENTIVE PLAN

(as of April 2, 2007)




     1. Purpose. The purpose of the Oxford Industries, Inc. Amended and Restated Long-Term Stock
Incentive Plan (the “Plan”) is to attract and retain employees and directors for Oxford Industries,
Inc. and its subsidiaries and to provide such persons with incentives and rewards for superior
performance.



     2. Definitions. The following terms shall be defined as set forth below:




     (a) “Award” means any Option, Stock Appreciation Right, Restricted Share or Restricted
Share Unit.




     (b) “Board” means the Board of Directors of the Company.




     (c) “Code” means the Internal Revenue Code of 1986, as amended from time to time.




     (d) “Committee” means the committee described in Section 4 of this Plan.




     (e) “Company” means Oxford Industries, Inc., a Georgia corporation, or any successor
corporation.




     (f) “Employee” means any person, including an officer, employed by the Company or a
Subsidiary.




     (g) “Fair Market Value” means the fair market value of the Shares as determined by the
Committee from time to time. Unless otherwise determined by the Committee, the fair market
value shall be the closing price for the Shares reported on a consolidated basis on the New
York Stock Exchange on the relevant date or, if there were no sales on such date, the closing
price on the nearest preceding date on which sales occurred.




     (h) “Grant Date” means the date specified by the Committee on which a grant of an Award
shall become effective, which shall not be earlier than the date on which the Committee takes
action with respect thereto.




     (i) “Option” means any option to purchase Shares granted under Section 5 of this Plan.




     (j) “Optionee” means the person so designated in an agreement evidencing an outstanding
Option.




     (k) “Participant” means an Employee or nonemployee Director who is selected by the
Committee to receive benefits under this Plan, provided that nonemployee Directors shall not
be eligible to receive grants of Incentive Stock Options.




     (l) “Performance Objectives” means the performance objectives that may be established
pursuant to this Plan for Participants who have received grants of Restricted Shares or
Restricted Share Units. Performance Objectives may include the achievement of a specified
target, or target



 









 







growth in, one or more of the following: (i) earnings before interest expense, taxes,
depreciation and amortization (“EBITDA”); (ii) earnings before interest expense and taxes
(“EBIT”); (iii) net earnings; (iv) net income; (v) operating income; (vi) earnings per share;
(vii) book value per share; (viii) return on shareholders’ equity; (ix) capital expenditures;
(x) expenses and expense ratio management; (xi) return on investment; (xii) improvements in
capital structure; (xiii) profitability of an identifiable business unit or product; (xiv)
maintenance or improvement of profit margins; (xv) stock price; (xvi) market share; (xvii)
revenues or sales; (xviii) costs; (xix) cash flow; (xx) working capital; (xxi) return on
(net) assets; (xxii) economic value added; (xxiii) gross or net profit before or after taxes
or (xxiv) objectively determinable goals with respect to service or product delivery, service
or product quality, inventory management, customer satisfaction, meeting budgets and/or
retention of employees. Performance objectives may relate to the Company and/or one or more
of its subsidiaries, one or more of its divisions or units or any combination of the
foregoing, on a consolidated or nonconsolidated basis, and may be applied on an absolute
basis or be relative to one or more peer group companies or indices, or any combination
thereof, all as the Committee determines. For Awards intended to qualify as
“performance-based compensation” under Section 162(m) of the Code, these factors will not be
altered or replaced by any other criteria without ratification by the shareholders of the
Company if failure to obtain such approval would result in jeopardizing the tax deductibility
of Performance Awards to Participants.




     (m) “Performance Period” means a period of time established under Sections 7 and 8 of
this Plan within which the Performance Objectives relating to a Restricted Share or
Restricted Share Unit are to be achieved.




     (n) “Restricted Share” means a Share granted under Section 7 of this Plan.




     (o) “Restricted Share Unit” means a bookkeeping entry that records the equivalent of one
Restricted Share awarded pursuant to Section 8 of this Plan.




     (p) “Shares” means shares of the Common Stock of the Company, $1.00 par value, or any
security into which Shares may be converted by reason of any transaction or event of the type
referred to in Section 10 of this Plan.




     (q) “Stock Appreciation Right” means a right granted under Section 6 of this Plan.




     (r) “Subsidiary” means a corporation or other entity (i) more than 50 percent of whose
outstanding shares or securities (representing the right to vote for the election of
directors or other managing authority) are, or (ii) which does not have outstanding shares or
securities (as may be the case in a partnership, joint venture or unincorporated
association), but more than 50 percent of whose ownership interest (representing the right
generally to make decisions for such other entity) is, now or hereafter owned or controlled
directly or indirectly by the Company, provided that for purposes of determining whether any
person may be a Participant for purposes of any grant of Incentive Stock Options,
“Subsidiary” means any corporation in which the Company owns or controls directly or
indirectly more than 50 percent of the total combined voting power represented by all classes
of stock issued by such corporation at the time of such grant.



     3. Shares Available Under the Plan.



     (a) Subject to adjustment as provided in Section 10 of this Plan, the number of Shares that
may be (i) issued or transferred upon the exercise of Options or Stock Appreciation Rights, (ii)
awarded as Restricted Shares and released from substantial risk of forfeiture, or (iii) issued or
transferred in payment of Restricted Share Units, on or after the effective date specified in
Section 16, shall not in the aggregate



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exceed 1,000,000 Shares. In no event, however, shall the number of Shares issued upon the
exercise of Incentive Stock Options exceed 200,000 Shares. Further, in no event shall the number of
Restricted Shares released from substantial risk of forfeiture and the number of shares issued or
transferred in payment of Restricted Share Units exceed an aggregate of 700,000 Shares, subject to
adjustment as provided in Section 10. Such Shares may be Shares of original issuance, Shares held
in Treasury, or Shares that have been reacquired by the Company. Shares that were available for
grant as of the effective date of this Plan, or that thereafter otherwise become available for
grant, under any stock option or restricted stock plan of the Company other than the Plan
(including the Oxford Industries, Inc. 1992 Stock Option Plan, the Oxford Industries, Inc. 1997
Stock Option Plan, and the Oxford Industries, Inc. 1997 Restricted Stock Plan (collectively, the
“Pre-Existing Plans”)) shall be deemed null and void and shall not be granted or available for
grant under the Pre-Existing Plans or under the Plan.



     (b) Upon payment of the Option Price upon exercise of a Nonqualified Stock Option by the
transfer to the Company of Shares or upon satisfaction of tax withholding obligations under the
Plan by the transfer or relinquishment of Shares, there shall be deemed to have been issued or
transferred only the number of Shares actually issued or transferred by the Company, less the
number of Shares so transferred or relinquished. Upon the payment in cash of a benefit provided by
any Award under the Plan, any Shares that were subject to such Award shall again be available for
issuance or transfer under the Plan.



     (c) No Participant may receive Awards representing more than 300,000 Shares in any one
calendar year.



     4. Administration of the Plan. This Plan shall be administered by one or more committees
appointed by the Board. The interpretation and construction by the Committee of any provision of
this Plan or of any agreement or document evidencing the grant of any Award and any determination
by the Committee pursuant to any provision of this Plan or any such agreement, notification or
document, shall be final and conclusive. No member of the Committee shall be liable to any person
for any such action taken or determination made in good faith.



     5. Options. The Committee may from time to time authorize grants to Participants of options
to purchase Shares upon such terms and conditions as the Committee may determine in accordance with
the following provisions:




     (a) Each grant shall specify the number of Shares to which it pertains.




     (b) Each grant shall specify an Option Price per Share, which shall be equal to or
greater than the Fair Market Value on the Grant Date.




     (c) Each grant shall specify the form of consideration to be paid in satisfaction of the
Option Price and the manner of payment of such consideration, which may include (i) cash in
the form of currency or check or other cash equivalent acceptable to the Company, (ii)
nonforfeitable, unrestricted Shares owned by the Optionee which have a value at the time of
exercise that is equal to the Option Price, (iii) any other legal consideration that the
Committee may deem appropriate on such basis as the Committee may determine in accordance
with this Plan, or (iv) any combination of the foregoing.




     (d) On or after the Grant Date of any Option, the Committee may provide for the
automatic grant to the Optionee of a reload Option in the event the Optionee surrenders
Shares in satisfaction of the Option Price upon the exercise of an Option as authorized under
Section 5(c) above. Each reload Option shall pertain to a number of Shares equal to the
number of Shares utilized by the Optionee to exercise the original Option. Each reload Option
shall have an exercise price equal to



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Fair Market Value on the date it is granted and shall expire on the stated exercise date
of the original Option.




     (e) Each Option grant may specify a period of continuous employment of the Optionee by
the Company or any Subsidiary (or, in the case of a nonemployee Director, service on the
Board) that is necessary before the Options or installments thereof shall become exercisable,
and any grant may provide for the earlier exercise of such rights in the event of a change in
control of the Company or other similar transaction or event.




     (f) Options granted under this Plan may be Incentive Stock Options, Nonqualified Stock
Options or a combination of the foregoing, provided that only Nonqualified Stock Options may
be granted to nonemployee Directors. Each grant shall specify whether (or the extent to
which) the Option is an Incentive Stock Option or a Nonqualified Stock Option.
Notwithstanding any such designation, to the extent that the aggregate Fair Market Value of
the Shares with respect to which Options designated as Incentive Stock Options are
exercisable for the first time by an Optionee during any calendar year (under all plans of
the Company) exceeds $100,000, such Options shall be treated as Nonqualified Stock Options.
No Option granted under this Plan may be exercised more than ten years from the Grant Date.




     (g) Each grant shall be evidenced by an agreement delivered to and accepted by the
Optionee and containing such terms and provisions as the Committee may determine consistent
with this Plan.



     6. Stock Appreciation Rights. The Committee may also authorize grants to Participants of Stock
Appreciation Rights. A Stock Appreciation Right is the right of the Participant to receive from the
Company an amount, which shall be determined by the Committee and shall be expressed as a
percentage (not exceeding 100 percent) of the difference between the Fair Market Value of the
Shares on the Grant Date and the Fair Market Value of the Shares on the date of exercise. Any grant
of Stock Appreciation Rights under this Plan shall be upon such terms and conditions as the
Committee may determine in accordance with the following provisions:




     (a) Any grant may specify that the amount payable upon the exercise of a Stock
Appreciation Right may be paid by the Company in cash, Shares or any combination thereof and
may (i) either grant to the Participant or reserve to the Committee the right to elect among
those alternatives or (ii) preclude the right of the Participant to receive and the Company
to issue Shares or other equity securities in lieu of cash.




     (b) Any grant may specify that the amount payable upon the exercise of a Stock
Appreciation Right shall not exceed a maximum specified by the Committee on the Grant Date.




     (c) Each grant shall be evidenced by an agreement delivered to and accepted by the
Optionee, which shall describe the subject Stock Appreciation Rights, state that the Stock
Appreciation Rights are subject to all of the terms and conditions of this Plan and contain
such other terms and provisions as the Committee may determine consistent with this Plan.




     (d) Each grant shall specify in respect of each Stock Appreciation Right the Fair Market
Value on the Grant Date.




     (e) Successive grants may be made to the same Participant regardless of whether any
Stock Appreciation Rights previously granted to such Participant remain unexercised.



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     (f) Each grant shall specify the period or periods of continuous employment of the
Participant by the Company or any Subsidiary that are necessary before the Stock Appreciation
Rights or installments thereof shall become exercisable, as well as the permissible dates or
periods on or during which Stock Appreciation Rights shall be exercisable. Any grant may
provide for the earlier exercise of such rights in the event of a change in control of the
Company or other similar transaction or event.



     7. Restricted Shares. The Committee may also authorize grants to Participants of one or more
Restricted Shares upon such terms and conditions as the Committee may determine in accordance with
the following provisions:




     (a) Each grant shall constitute an immediate transfer of the ownership of Shares to the
Participant in consideration of the performance of services.




     (b) Each grant may be made without additional consideration from the Participant or in
consideration of a payment by the Participant that is less than the Fair Market Value on the
Grant Date.




     (c) Each grant may provide that the Restricted Shares covered thereby shall be subject
to a substantial risk of forfeiture within the meaning of Section 83 of the Code for a period
to be determined by the Committee on the Grant Date, and any grant or sale may provide for
the earlier termination of such risk of forfeiture in the event of a change in control of the
Company or other similar transaction or event.




     (d) Unless otherwise determined by the Committee, an award of Restricted Shares shall
entitle the Participant to dividend, voting and other ownership rights, during the period for
which such substantial risk of forfeiture is to continue.




     (e) Each grant shall provide that, during the period for which such substantial risk of
forfeiture is to continue, the transferability of the Restricted Shares shall be prohibited
or restricted in the manner and to the extent prescribed by the Committee on the Grant Date.
Such restrictions may include, without limitation, rights of repurchase or first refusal in
the Company or provisions subjecting the Restricted Shares to a continuing substantial risk
of forfeiture in the hands of any transferee.




     (f) Any grant or the vesting thereof may be conditioned upon or further conditioned upon
the attainment of Performance Objectives during a Performance Period as established by the
Committee.




     (g) Any grant may require that any or all dividends or other distributions paid on the
Restricted Shares during the period of such restrictions be automatically sequestered and
reinvested on an immediate or deferred basis in additional Shares, which may be subject to
the same restrictions as the underlying Award or such other restrictions as the Committee may
determine.




     (h) Each grant shall be evidenced by an agreement delivered to and accepted by the
Participant and containing such terms and provisions as the Committee may determine
consistent with this Plan. Unless otherwise directed by the Committee, all certificates
representing Restricted Shares, together with a stock power that shall be endorsed in blank
by the Participant with respect to such Shares, shall be held in custody by the Company until
all restrictions thereon lapse.



     8. Restricted Share Units. The Committee may also authorize grants of Restricted Share Units,



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which shall become payable to the Participant upon the achievement of specified Performance
Objectives, upon such terms and conditions as the Committee may determine in accordance with the
following provisions:




     (a) Each grant shall specify the number of Restricted Share Units to which it pertains,
which may be subject to adjustment to reflect changes in compensation or other factors.




     (b) The Performance Period with respect to each Restricted Share Unit shall commence on
the Grant Date and may be subject to earlier termination in the event of a change in control
of the Company or other similar transaction or event.




     (c) Each grant shall specify the Performance Objectives that are to be achieved by the
Participant.




     (d) Each grant may specify in respect of the specified Performance Objectives a minimum
acceptable level of achievement below which no payment will be made and may set forth a
formula for determining the amount of any payment to be made if performance is at or above
such minimum acceptable level but falls short of the maximum achievement of the specified
Performance Objectives.




     (e) Each grant shall specify the time and manner of payment of Restricted Share Units
that shall have been earned, and any grant may specify that any such amount may be paid by
the Company in cash, Shares or any combination thereof and may either grant to the
Participant or reserve to the Committee the right to elect among those alternatives.




     (f) Any grant of Restricted Share Units may specify that the amount payable, or the
number of Shares issued, with respect thereto may not exceed maximums specified by the
Committee on the Grant Date.




     (g) Any grant of Restricted Share Units may provide for the payment to the Participant
of dividend equivalents thereon in cash or additional Shares on a current, deferred or
contingent basis.




     (h) If provided in the terms of the grant, the Committee may adjust Performance
Objectives and the related minimum acceptable level of achievement if, in the sole judgment
of the Committee, events or transactions have occurred after the Grant Date that are
unrelated to the performance of the Participant and result in distortion of the Performance
Objectives or the related minimum acceptable level of achievement.




     (i) Each grant shall be evidenced by an agreement delivered to and accepted by the
Participant, which shall state that the Restricted Share Units are subject to all of the
terms and conditions of this Plan and such other terms and provisions as the Committee may
determine consistent with this Plan.



     9. Transferability.



     (a) Except as provided in Section 9(b), no Award granted under this Plan shall be transferable
by a Participant other than by will or the laws of descent and distribution, and Options and Stock
Appreciation Rights shall be exercisable during a Participant’s lifetime only by the Participant
or, in the event of the Participant’s legal incapacity, by his guardian or legal representative
acting in a fiduciary capacity on behalf of the Participant under state law. Any attempt to
transfer an Award in violation of this Plan shall render such Award null and void.



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     (b) The Committee may expressly provide in an Award agreement (or an amendment to an Award
agreement) that a Participant may transfer such Award (other than an Incentive Stock Option), in
whole or in part, to a spouse or lineal descendant (a Family Member), a trust for the exclusive
benefit of Family Members, a partnership or other entity in which all the beneficial owners are
Family Members, or any other entity affiliated with the Participant that may be approved by the
Committee. Subsequent transfers of Awards shall be prohibited except in accordance with this
Section 9(b). All terms and conditions of the Award, including provisions relating to the
termination of the Participant’s employment or service with the Company or a Subsidiary, shall
continue to apply following a transfer made in accordance with this Section 9(b).



     (c) Any Award made under this Plan may provide that all or any part of the Shares that are (i)
to be issued or transferred by the Company upon the exercise of Options or Stock Appreciation
Rights or upon payment under any grant of Restricted Share Units, or (ii) no longer subject to the
substantial risk of forfeiture and restrictions on transfer referred to in Section 7 of this Plan,
shall be subject to further restrictions upon transfer.



     10. Adjustments. The Committee shall make or provide for such adjustments in the (a) number of
Shares covered by outstanding Options, Stock Appreciation Rights, Restricted Shares and Restricted
Share Units granted hereunder, (b) prices per share applicable to such Options and Stock
Appreciation Rights, and (c) kind of Shares covered thereby, as the Committee in its sole
discretion may in good faith determine to be equitably required in order to prevent dilution or
enlargement of the rights of Participants that otherwise would result from (x) any stock dividend,
stock split, recapitalization or other change in the capital structure of the Company, (y) any
merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, or partial or
complete liquidation or other distribution of assets (other than a normal cash dividend), or (z)
any other event which would constitute an equity restructuring (as contemplated pursuant to the
Code and the regulations promulgated thereunder). Without limiting the foregoing, the Committee may
make or provide for such adjustments in the (a) number of Shares covered by outstanding Options,
Stock Appreciation Rights, Restricted Shares and Restricted Share Units granted hereunder, (b)
prices per share applicable to such Options and Stock Appreciation Rights, and (c) kind of Shares
covered thereby, as the Committee in its sole discretion may in good faith determine to be
equitably required in order to prevent dilution or enlargement of the rights of Participants that
otherwise would result from (x) any combination or exchange of Shares, (y) any issuance of rights
or warrants to purchase securities or (z) any other corporate transaction or event having an effect
similar to any of the foregoing. Moreover, in the event of any such transaction or event, the
Committee may provide in substitution for any or all outstanding Awards under this Plan such
alternative consideration as it may in good faith determine to be equitable under the circumstances
and may require in connection therewith the surrender of all Awards so replaced. The Committee may
also make or provide for such adjustments in the number of Shares specified in Section 3 of this
Plan as the Committee in its sole discretion may in good faith determine to be appropriate in order
to reflect any transaction or event described in this Section 10.



     11. Fractional Shares. The Company shall not issue any fractional Shares pursuant to this
Plan and shall settle any such fractional Shares in cash.



     12. Withholding Taxes. To the extent that the Company is required to withhold federal, state,
local or foreign taxes in connection with any payment made or benefit realized by a Participant or
other person under this Plan, it shall be a condition to the receipt of such payment or the
realization of such benefit that the Participant or such other person make arrangements
satisfactory to the Company for payment of all such taxes required to be withheld. At the
discretion of the Committee, such arrangements may include relinquishment of a portion of such
benefit.



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     13. Certain Terminations of Employment, Hardship and Approved Leaves of Absence.
Notwithstanding any other provision of this Plan to the contrary, in the event of termination of
employment by reason of death, disability, normal retirement, early retirement with the consent of
the Company or leave of absence approved by the Company, or in the event of hardship or other
special circumstances, of a Participant who holds an Option or Stock Appreciation Right that is not
immediately and fully exercisable, any Restricted Shares as to which the substantial risk of
forfeiture or the prohibition or restriction on transfer has not lapsed, any Restricted Share Units
that have not been fully earned, or any Shares that are subject to any transfer restriction
pursuant to Section 9(c) of this Plan, the Committee may in its sole discretion take any action
that it deems to be equitable under the circumstances or in the best interests of the Company,
including, without limitation, waiving or modifying any limitation or requirement with respect to
any Award under this Plan.



     14. Foreign Employees. In order to facilitate the making of any grant or combination of
grants under this Plan, the Committee may provide for such special terms for Awards to Participants
who are foreign nationals, or who are employed by the Company or any Subsidiary outside of the
United States of America, as the Committee may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Moreover, the Committee may approve such
supplements to, or amendments, restatements or alternative versions of, this Plan as it may
consider necessary or appropriate for such purposes without thereby affecting the terms of this
Plan as in effect for any other purpose, provided that no such supplements, amendments,
restatements or alternative versions shall include any provisions that are inconsistent with the
terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate such
inconsistency without further approval by the Stockholders of the Company.



     15. Amendments and Other Matters.



     (a) This Plan may be amended from time to time by the Board, but no such amendment shall
increase any of the limitations specified in Section 3 of this Plan, other than to reflect an
adjustment made in accordance with Section 10, without the further approval of the Stockholders of
the Company.



     (b) The Committee shall not re-price any Option granted under the Plan except with the
approval of the affirmative vote of the majority of Shares voting at a meeting of the Company’s
stockholders.



     (c) This Plan shall not confer upon any Participant any right with respect to continuance of
employment or other service with the Company or any Subsidiary and shall not interfere in any way
with any right that the Company or any Subsidiary would otherwise have to terminate any
Participant’s employment or other service at any time.



     (d) To the extent that any provision of this Plan would prevent any Option that was intended
to qualify under particular provisions of the Code from so qualifying, such provision of this Plan
shall be null and void with respect to such Option, provided that such provision shall remain in
effect with respect to other Options, and there shall be no further effect on any provision of this
Plan.



     16. Effective Date and Stockholder Approval. This Plan shall become effective upon its
approval by the Board, subject to approval by the Stockholders of the Company at the next Annual
Meeting of Stockholders. The Committee may grant Awards subject to the condition that this Plan
shall have been approved by the Stockholders of the Company.



     17. Governing Law. The validity, construction and effect of this Plan and any Award hereunder
will be determined in accordance with the laws of the State of Georgia.




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