Exhibit
10.2


 


G-III Apparel
Group, Ltd.

amended and restated 2005 STOCK INCENTIVE PLAN

Deferred stock award agreement


 


AGREEMENT, made as of the
12th day of May, 2015 (the “Effective Date”), between G-III APPAREL GROUP, LTD. (the “Company”) and _________________________
(the “Grantee”), pursuant to the G-III Apparel Group, Ltd. Amended and Restated 2005 Stock Incentive Plan (the “Plan”).


 


1.          Deferred
Stock Award. The Company hereby grants to the Grantee a deferred stock award under the Plan, consisting of the right to receive
_________ shares of the Company’s common stock (“Shares”) upon the terms and conditions set forth in this Agreement.


 


2.          Vesting
Conditions. Subject to attainment of the performance condition set forth below, the Grantee’s right to receive the Shares
covered by this Agreement shall become vested on June 12, 2020 subject to the Grantee’s continuous employment or other service
with the Company through the applicable vesting date. The Grantee shall have no right to receive any Shares under this Agreement
unless the following performance condition shall have been attained:


 


During any period of twenty consecutive
trading days beginning on the Effective Date and ending on June 12, 2020, the average closing price per share of the Company’s
common stock on the Nasdaq Global Select Market is at least $68.00.


 


3.          Capital
Changes. In the event of a stock dividend, stock split, spin off or other recapitalization with respect to the outstanding
shares of the Company’s common stock, the Company will make such adjustments to the number of Shares covered by this Agreement
and the performance vesting condition as it deems equitable under the circumstances.  The Grantee shall not be credited
with or entitled to receive any cash dividends declared prior to the vesting of Shares.


 


4.          Termination
of Employment or Service. Upon the termination of the Grantee’s employment or other service with the Company, the Grantee’s
right to receive Shares covered by this Agreement, to the extent not previously vested, will thereupon terminate and be canceled.


 




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5.          Issuance
of Shares; Rights as a Shareholder.


 


(a)         General.
If and as soon as practicable after the Grantee’s right to receive any Shares becomes vested in accordance with the provisions
hereof, the Company will cause such Shares to be issued and delivered in certificated or electronic form to the Grantee, subject
to the satisfaction of applicable tax withholding requirements.


 


(b)        Tax
Withholding. The Company shall require as a condition of the issuance of vested Shares under this Agreement that the Grantee
remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax
withholding requirements attributable to the vesting or issuance and delivery of the Shares. In addition, or in the alternative,
the Company may satisfy such tax withholding obligation in whole or in part (up to the minimum required amount) by withholding
Shares that would otherwise be delivered to the Grantee based upon the fair market value of the Shares on the applicable date.


 


(c)        Rights
as a Shareholder. The Grantee shall have no voting or other rights of a shareholder with respect to the Shares unless and until
such Shares are issued to the Grantee in accordance with the provisions hereof.


 


6.         Restrictions
on Transfer. The Grantee’s right to receive Shares under this Agreement 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 subject to attachment,
garnishment, execution or other legal or equitable process, and any attempt to do so shall be null and void.


 


7.          No
Other Rights Conferred. Nothing contained herein shall be deemed to give the Grantee 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 Grantee’s employment.


 




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8.           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.


 


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


 


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


 


11.        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:	 	 
	 	 	 
	 	 	 
	 	Grantee	 


 




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