EX-10.(U) FIRST AMENDMENT TO DEFERRED COMPENSATION



 








Exhibit 10 (u)




FIRST AMENDMENT TO THE OXFORD INDUSTRIES, INC.

DEFERRED COMPENSATION PLAN




     Pursuant to § 10.12 of the Oxford Industries, Inc. Deferred Compensation Plan (the “Plan”),
Oxford Industries, Inc. (the “Company”) hereby amends the Plan as follows:



1.




     Exhibits B and D to the Plan are replaced in their entirety with new Exhibits B and D attached
hereto.



2.




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



     IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed on the date set
forth below.



OXFORD INDUSTRIES, INC.



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



 









 






	 	 	 	 	 



EXHIBIT B




PRE-2005 OXFORD PLAN




SPECIAL RULES APPLICABLE TO 2005 COMPENSATION





     Notwithstanding any other provision of the Pre-2005 Oxford Plan to the contrary, the
provisions of this Exhibit B shall supersede all inconsistent provisions of the Pre-2005 Oxford
Plan with respect to amounts deferred in taxable years beginning after December 31, 2004 and before
January 1, 2006 (and earnings on such amounts). All other provisions of the Pre-2005 Oxford Plan
shall apply with respect to such deferrals to the extent not inconsistent with the provisions of
this Exhibit B or Section 409A of the Code, as determined by the Plan Administrator in its sole and
absolute discretion. This Exhibit B is intended to (a) satisfy the requirements of Section
409A(a)(2), (3) and (4) of the Code for deferrals made after December 31, 2004 and before January
1, 2006 and (b) not constitute a material modification of the Pre-2005 Oxford Plan with respect to
amounts deferred before January 1, 2005.



     1. Account(s). A separate bookkeeping account shall be established to account for
deferrals made in taxable years beginning after December 31, 2004 and before January 1, 2006 and
any earnings on such deferrals. The portion of any Account that was not fully vested on December
31, 2004 shall be treated as a deferral made in taxable years beginning after December 31, 2004.



     2. Participation. A Deferral Commitment shall only apply to defer a portion of
Compensation consisting of base salary, commissions and/or bonus compensation earned by a
Participant during the Deferral Period. The deadline for completion and submission of a Deferral
Commitment and Distribution Election Form is December 31, 2004.



     3. Change in Employment Status. The provisions of Section 3.6 of the Pre-2005 Oxford
Plan shall not apply.



     4. Hardship Distributions. The provisions of Sections 2.14 and 5.4 of the Pre-2005
Oxford Plan shall not apply, and Section 7.2(d) of the Plan shall apply as if incorporated in the
Pre-2005 Oxford Plan.



     5. Distribution of Retirement Account. In order for a termination of employment with
the Company to trigger a distribution, the termination of employment must qualify as a “separation
from service” within the meaning of Section 409A of the Code and the regulations thereunder.
Distribution upon termination of employment will be made in the form selected by the Participant,
unless the Participant terminates employment prior to Retirement, in which case the Retirement
Account shall be paid in the form of a lump sum payment, with no Committee discretion to pay in
another form. A distribution made as a result of the Participant’s termination of employment
(whether prior to or upon Retirement) will commence on the first regularly



 









 







scheduled pay date that coincides with or immediately follows the first day of the calendar month
that is 6 months from the date the Participant terminates employment.



     6. In-Service Account. A Participant may revise an in-service distribution election
to change the time of distribution; provided, however, that (1) the revision will not take effect
until 12 months after the date it is made, (2) the revision must be made at least 12 months before
the in-service distribution otherwise would commence, and (3) the in-service distribution will be
deferred for at least 5 years from the date the in-service distribution would have commenced in the
absence of the revision.



     7. Death. If distribution is made as a result of the Participant’s death under
Section 5.3 of the Pre-2005 Oxford Plan, distribution will commence on the first regularly
scheduled pay date that coincides with or immediately follows the first day of the calendar quarter
immediately following the quarter in which his or her death occurred.



     8. Withdrawal with Penalty. The provisions of Section 5.5 of the Pre-2005 Oxford Plan
shall not apply.



     9. Delay of Payments Under Certain Circumstances. Section 7.2(e) of the Plan shall
apply as if incorporated in the Pre-2005 Oxford Plan.



     10. Amendment and Complete Termination. The provisions of Sections 9.1 and
9.2(b) of the Pre-2005 Oxford Plan shall not apply, and Section 10.12 of the Plan shall apply as if
incorporated in the Pre-2005 Oxford Plan.



 









 





EXHIBIT D




TOMMY BAHAMA PLAN




SPECIAL RULES APPLICABLE TO 2005 COMPENSATION




     Notwithstanding any other provision of the Tommy Bahama Plan to the contrary, the provisions
of this Exhibit D shall supersede all inconsistent provisions of the Tommy Bahama Plan with respect
to amounts deferred in taxable years beginning after December 31, 2004 and before January 1, 2006
(and earnings on such amounts) and earnings in 2005 on deferrals made in taxable years before
January 1, 2005. All other provisions of the Tommy Bahama Plan shall apply with respect to such
deferrals to the extent not inconsistent with the provisions of this Exhibit D or Section 409A of
the Code, as determined by the Plan Administrator in its sole and absolute discretion. This
Exhibit D is intended to (a) satisfy the requirements of Section 409A(a)(2), (3) and (4) of the
Code for deferrals made after December 31, 2004 and before January 1, 2006 and (b) not constitute a
material modification of the Tommy Bahama Plan with respect to amounts deferred before January 1,
2005.



     1. Account(s). A separate bookkeeping account shall be established to account for
deferrals made in taxable years beginning after December 31, 2004 and before January 1, 2006 (and
any earnings on such deferrals) and earnings in 2005 on deferrals made in taxable years before
January 1, 2005. The portion of any Deferred Compensation Account that was not fully vested on
December 31, 2004 shall be treated as a deferral made in taxable years beginning after December 31,
2004.



     2. Deferral Elections. In no event may a Deferral Election be made later than the
last day of the Plan Year preceding the Plan Year in which the amount being deferred is earned by
the Participant, except that a Deferral Election with respect to Excess Contributions payable to
the Participant in 2005 may be made on or before December 31, 2004 in accordance with Q&A 21 of IRS
Notice 2005-1.



     3. Time and Method of Payment. In order for a termination of employment or
association with the Employers to qualify as a Distribution Event, the termination of employment or
association must qualify as a “separation from service” within the meaning of Section 409A of the
Code and the regulations thereunder. Section 5.1 of the Tommy Bahama Plan is amended to provide
that distributions shall be made in a single, lump sum payment and will commence on the first
regularly scheduled pay date that coincides with or immediately follows the first day of the
calendar month that is 6 months from the Participant’s Distribution Date.



     4. Disability or Death. If distribution is made as a result of the Participant’s
disability or death under Sections 5.2 or 5.3 of the Tommy Bahama Plan, distribution will commence
on the first regularly scheduled pay date that coincides with or immediately follows the first day
of the calendar quarter immediately following the quarter in which his or her disability or death
occurred.



 









 





     5. Unforeseeable Financial Emergency. The provisions of Sections 1.20, 3.2(c) and 5.5
of the Tommy Bahama Plan shall not apply, and Section 7.2(d) of the Plan shall apply as if
incorporated in the Tommy Bahama Plan.



     6. Delay of Payments Under Certain Circumstances. Section 7.2(e) of the Plan shall
apply as if incorporated in the Tommy Bahama Plan.



     7. Amendment and Termination. The provisions of Section 8 of the Tommy Bahama Plan
shall not apply, and Section 10.12 of the Plan shall apply as if incorporated in the Tommy Bahama
Plan.