EX-10.2 AMENDMENT/LONG-TERM STOCK INCENTIVE PLAN



 





Exhibit 10.2




AMENDMENT TO THE

OXFORD INDUSTRIES, INC.

LONG-TERM STOCK INCENTIVE PLAN




April 2, 2007




          WHEREAS, Oxford Industries, Inc. (the “Company”) adopted the Oxford Industries, Inc.
Long-Term Stock Incentive Plan (as amended, supplemented and restated as of October 10, 2006, the
“Plan”);




          WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the
respective meanings ascribed to them in the Plan; and




     WHEREAS, the Company desires to amend the Plan, as of the date first set forth above, to
specify that the Committee shall make or provide for certain adjustments in Shares covered by
outstanding Awards and/or certain other adjustments that are equitably required in order to prevent
dilution or enlargement of the rights of Participants that otherwise would result from an equity
restructuring (as contemplated pursuant to the Code and the regulations promulgated thereunder).



     NOW, THEREFORE, Section 10 of the Plan shall be, and it hereby is, amended and restated to
read in its entirety as follows:




	 	 	“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.”





 









 






	 	 	Except as specifically amended herein, the terms of the Plan shall remain in full force and
effect.




IN WITNESS WHEREOF, the Company has caused this Amendment to the Plan to be executed as of the date
first set forth above.




	 	 	 	 	 
	 	OXFORD INDUSTRIES, INC.

 	 
	 	By  	     /s/ Thomas C. Chubb III
 	 
	 	 	Name:  	Thomas C. Chubb III 	 
	 	 	Title:  	           Executive Vice President