EX-10.(S) SECOND AMENDMENT 1997 STOCK OPTION PLAN



 







Exhibit 10(s)




SECOND AMENDMENT TO THE

OXFORD INDUSTRIES, INC. 1997 STOCK OPTION PLAN




     Pursuant to §XIV of the Oxford Industries, Inc. 1997 Stock Option Plan, as amended (the
“Plan”), Oxford Industries, Inc. (the “Company”) hereby amends the Plan as follows:



§ 1.




     By amending Section VIII of the Plan to read as follows:



VIII.

TERMS OF OPTIONS




     The period during which an option granted under this Plan can be exercised shall commence on
the last day of the six (6) month period which begins on the date of grant of the option and
continue until such option expires by its terms. No option granted under this Plan shall be
exercisable by its terms after the earlier of (a) the date the option is exercised in full, (b) the
termination for any reason of such option (including, without limitation, the cancellation,
expiration or exchange of such option), (c) the expiration of ten (10) years from the date such
option is granted, or (d) the expiration of three (3) months from the date the employee first
ceases to be an employee of the Company or any of its Subsidiary Corporations for any reason,
except as otherwise provided in the terms of the option in accordance with the provisions of this
Section VIII relating to death or permanent disability of the eligible employee or the termination
of employment of the eligible employee in connection with a divestiture.



     Any option granted under this Plan may, but shall not be required to, provide any or all of
the following:




     (a) in the event the eligible employee dies prior to the expiration of the option, the
option may be exercised in whole or in part by the person or persons to whom such right
passes by will or inheritance or by the executor or administrator of the eligible employee’s
estate at any such time or within such time as the Committee may specify in the terms of the
option; or




     (b) in the event the eligible employee first ceases employment with the Company or any
of its Subsidiary Corporations because of permanent and total disability (within the meaning
of Section 22(e)(3) of the Code) prior to expiration of the option, the option may be
exercised by such disabled eligible employee in whole or in part at such time or within such
time as the Committee may specify in the terms of the option, but in no event later than the
expiration of one (1) year from the date the eligible employee ceases such employment by
reason of such disability; or




     (c) in the event the Company or any of its Subsidiary Corporations terminates the
employment of the eligible employee in connection with the sale of the Company’s



 









 







womenswear division prior to the expiration of the option, the option may be exercised
by such terminated eligible employee in whole or in part at such time or within such time as
the Committee may specify in the terms of the option, as amended;


provided, however, that in no such event shall the option be exercisable after the expiration of
ten (10) years from the date such option is granted.




§ 2.




     This Second Amendment is contingent on the successful closing of the divestiture of the
Company’s womenswear division. All provisions of the Plan shall be modified as necessary to
reflect the new option term provisions of the Plan as provided above. All other provisions of the
Plan not inconsistent herewith are hereby confirmed and ratified.



     IN WITNESS WHEREOF, the Company has caused this SECOND AMENDMENT to be executed.



	 	 	 	 	 
	 	OXFORD INDUSTRIES, INC.

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