Exhibit 10.1


 


G-III
Apparel Group, Ltd.

2015 long-term INCENTIVE PLAN

restricted stock unit agreement


 


AGREEMENT, made as of the
10th day of December, 2015 (the “Effective Date”), between G-III APPAREL GROUP, LTD. (the “Company”)
and                                        (the “Participant”), pursuant to the G-III Apparel Group, Ltd. 2015 Long-Term Incentive Plan (the “Plan”).
Capitalized terms that are used but not defined in this Agreement shall have the meanings given to them by the Plan.


 


1.          Restricted
Stock Unit Award. In accordance with the Plan, the Company hereby grants to the Participant               restricted stock units (“RSUs”).
Each RSU represents the right to receive one share of the Company’s common stock (a “Share”), subject to the
terms and conditions of this Agreement and the Plan.


 


2.          Vesting
Conditions. Subject to attainment of the performance conditions set forth below, the Participant’s right to receive the
Shares covered by this Agreement shall become vested in four equal annual installments on each of December 10, 2017, 2018, 2019
and 2020, subject to the Participant’s continuous employment or other service with the Company through the applicable vesting
date. The Participant shall have no right to receive any Shares under this Agreement unless and until both of the following performance
conditions shall have been attained:


 


(a) First Performance Condition.
The first performance condition is satisfied if either (1) during any period of twenty consecutive trading days beginning on the
Effective Date and ending on the second anniversary of the Effective Date, the average closing price per share of the Company’s
common stock on the Nasdaq Global Select Market is at least $53.56, or (2) during any period of twenty consecutive trading days
beginning after the second anniversary of the Effective Date and ending on or prior to the fifth anniversary of the Effective Date,
the average closing price per share of the Company’s common stock on the Nasdaq Global Select Market is at least $56.00.


 




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(b) Second Performance Condition.
The second performance condition is satisfied if the performance condition in either (b)(1) or (b)(2) is satisfied: (1) (i) the
amount of the Company’s net income per share on a fully diluted basis as reported in its audited financial statements (“Net
Income Per Share”) for the fiscal year ending January 31, 2017 or January 31, 2018 is at least 10% greater than the amount
of the Company’s Net Income Per Share for the fiscal year ending January 31, 2016 (the “2016 Amount”), (ii) if
the net income-based performance objective in clause (b)(1)(i) is not satisfied, the Company’s Net Income Per Share for the
fiscal year ending January 31, 2019 is at least 15% greater than the 2016 Amount, or (iii) if the net income-based performance
objective in clause (b)(1)(i) or (ii) is not satisfied, the Company’s Net Income Per Share for the fiscal year ending January
31, 2020 is at least 20% greater than the 2016 Amount or (2)(i) during any period of twenty consecutive trading days beginning
on the Effective Date and ending on the second anniversary of the Effective Date, the average closing price per share of the Company’s
common stock on the Nasdaq Global Select Market is at least $58.43 or (ii) during any period of twenty consecutive trading days
beginning after the second anniversary of the Effective Date and ending on or prior to the fifth anniversary of the Effective Date,
the average closing price per share of the Company’s common stock on the Nasdaq Global Select Market is at least $60.87.


 


For the avoidance of doubt, the time-based
vesting percentages will be cumulative prior to the attainment of both performance conditions, such that, if the performance conditions
are attained and the Participant is then still in the continuous employ or service of the Company, then, upon the attainment of
both performance conditions, the Participant's vested percentage in the Shares covered by the award will be equal to the vested
percentage that would have been earned as of the date the performance conditions are attained if vesting had been determined as
of that date solely in accordance with the above time-based vesting schedule.


 


3.          Settlement
of RSUs If and when RSUs become vested, the Participant will have the right to receive a corresponding number of whole Shares
from the Company in full settlement of such vested RSUs. Such Shares will be issued and delivered in certificated or electronic
form as soon as practicable (but not more than 60 days) after the applicable RSU vesting date, subject to any applicable tax withholding
and other conditions set forth in the Plan, this Agreement and/or applicable law.


 




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4.          Termination
of Employment or Service. Upon the termination of the Participant’s employment or other service with the Company, any
unvested RSUs then covered by this Agreement shall be canceled and the Participant shall have no further rights with respect thereto.


 


5.          No
Rights as a Shareholder. The Participant shall have no ownership or other rights of a stockholder with respect to Shares underlying
the RSUs (including any right to receive dividends or to vote such Shares) unless and until such Shares are issued to the Participant
in settlement of vested RSUs.


 


6.          Tax
Withholding. Prior to any settlement of vested RSUs, the Participant shall be required to pay or make adequate arrangements
satisfactory to the Company for the payment of all applicable tax withholding obligations. The Participant hereby authorizes the
Company to satisfy all or part of the amount of such tax withholding obligations by deducting such amount from cash compensation
or other payments that would otherwise be owed to the Participant. The Committee, acting in its sole discretion and pursuant to
applicable law, may permit the Participant to satisfy any such tax withholding obligations with Shares that would otherwise be
issued to the Participant in settlement of vested RSUs, and/or with previously-owned Shares held by the Participant. The amount
of the Participant’s tax withholding obligation that is satisfied in Shares, if any, shall be based upon the Fair Market
Value of the Shares on the date such Shares are delivered or withheld. In no event may Shares be used to satisfy more than the
minimum required amount of the Participant’s tax withholding obligation.


 


7.          Restrictions
on Transfer. Except as otherwise permitted by the Committee acting in its discretion under the Plan, the RSUs and the Participant’s
right to receive Shares in settlement of vested RSUs may not be sold, assigned, transferred, pledged or otherwise alienated or
disposed of (except by will or the laws of descent and distribution), and may not become


 




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subject to attachment, garnishment, execution
or other legal or equitable process, and any attempt to do so shall be null and void.


 


8.          No
Other Rights Conferred. Nothing contained herein shall be deemed to give the Participant a right to be retained in the employ
of the Company or any affiliate or affect the right of the Company and its affiliates to terminate or amend the terms and conditions
of the Participant’s employment.


 


9.          Provisions
of the Plan Control. The provisions of the Plan, the terms of which are incorporated in this Agreement, shall govern if and
to the extent that there are inconsistencies between those provisions and the provisions hereof.


 


10.         Successors.
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted
assigns.


 


11.         Entire
Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and
may not be modified except by written instrument executed by the parties.


 


12.         Governing
Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to its principles of conflict of
laws.


 


13.         Counterparts.
This Agreement may be executed in separate counterparts, each of which will be an original and all of which taken together shall
constitute one and the same agreement.


 


	 	G-III APPAREL GROUP, LTD.
	 	 
	 	By:
	 	 
	 	Participant


 




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