STOCK OPTION AWARD AGREEMENT International Terms and Conditions For Non-US Optionees
Exhibit
10.42
International
Terms and Conditions
For
Non-US Optionees
Fossil,
Inc., a Delaware corporation (the “Company”) has adopted the 2004 Long-Term
Incentive Plan of Fossil, Inc. (the “Long-Term Incentive Plan”) effective as of
the Effective Date (as defined in the Long-Term Incentive Plan) with the
objective of retaining key executives and other selected employees and of
rewarding them for making major contributions to the success of the Company
and
its Subsidiaries (as defined in the Long-Term Incentive Plan).
The
Long-Term Incentive Plan provides that an employee of the Company or its
Subsidiaries (the “Optionee”) may be granted an Award (as defined in the
Long-Term Incentive Plan), which may consist of right to purchase a specified
number of shares of common stock, par value $.01 per share (“Common Stock”), of
the Company at a specified price.
In
consideration of the premises, the terms and conditions set forth herein, the
terms of the Stock Option Award Letter Agreement (the “Award Letter”) between
the Company and Optionee, the mutual benefits to be gained by the performance
thereof and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
1. Grant
of Award. Subject to the terms and conditions set forth herein,
the Company hereby grants to the Optionee an Award consisting of U.S.
non-statutory options (the “Options”) to purchase an aggregate of up to but not
exceeding the number of shares of Common Stock (the “Option Shares”) from the
Company and at a price per share as set forth in the Award Letter, such number
of shares and such price per share being subject to adjustment from time to
time
as provided in Paragraph 14 of the Long-Term Incentive Plan.
The
grant
of this Award to the Optionee shall not confer any right to such Optionee (or
any other Optionee) to be granted any Option or Award in the future under the
Long-Term Incentive Plan, even if options have been granted in the
past.
2. Option
Period and Vesting. The Options granted pursuant to this
agreement, together with the attached Appendix A (the “Agreement”) may be
exercised by the Optionee at any time during the ten-year period beginning
on
the Grant Date specified in the Award Letter (“Option Period”), subject to the
limitation that such Options shall vest and become exercisable in accordance
with the Vesting Schedule set forth in the Award Letter (it being understood
that the right to purchase the Option Shares shall be cumulative, so that the
Optionee may purchase on or after any anniversary and during the remainder
of
the Option Period that number of Option Shares which the Optionee was entitled
to purchase but did not purchase during any preceding period or
periods).
Notwithstanding
the Vesting Schedule set forth in the Award Letter: (i) the Committee may in
its
discretion at any time accelerate the vesting of the Options; and (ii) all
of
the Options granted hereunder shall vest upon a Change in Control of the
Company.
3. Method
of Exercise. The Options granted pursuant to this Agreement may
be exercised by the Optionee by giving written notice of exercise to the
Secretary of the Company which notice shall (i) state the number of Option
Shares with respect to which such Options are being exercised and (ii) be
accompanied by a check, cash or money order payable to the Company in the full
amount of the exercise price for such Options or, by means of a cashless
exercise procedure through the use of a brokerage arrangement approved by the
Company (or any combination of cash, check, money order or cashless exercise
procedure). As promptly as practicable following the receipt of such
written notification and payment, the Company shall deliver to the Optionee
a
certificate or certificates for the number of Option Shares with respect to
which the Options have been exercised.
4. Tax
Withholding. Regardless of any action the
Company or Optionee’s employer (the “Employer”) takes with
respect to any or all income tax, social insurance, payroll tax, payment on
account or other tax-related withholding (“Tax-Related Items”), Optionee
acknowledges that the ultimate liability for all Tax-Related Items legally
due
by him or her is and remains Optionee’s responsibility and that the Company
and/or the Employer (a) make no representations or undertakings regarding
the treatment of any Tax-Related Items in connection with any aspect of the
Option grant, including the grant, vesting or exercise of the Option, the
subsequent sale of shares of Common Stock acquired pursuant to such exercise
and
the receipt of any dividends; and (b) do not commit to structure the terms
of the grant or any aspect of the Option to reduce or eliminate Optionee’s
liability for Tax-Related Items.
Prior
to
exercise of the Option, Optionee will pay or make adequate arrangements
satisfactory to the Company and/or the Employer to satisfy all Tax-Related
Items
withholding obligations of the Company and/or the Employer. In this
regard, Optionee authorizes the Company and/or the Employer to withhold all
applicable Tax-Related Items legally payable by Optionee from his or her wages
or other cash compensation paid to Optionee by the Company and/or the
Employer. Alternatively, or in addition thereto, the Company may
withhold Tax-Related Items from all or any portion of such Options by
withholding a portion of the Option Shares or selling or arranging for the
sale
of Option Shares having a Fair Market Value on the date of exercise, as
determined in accordance with Paragraphs 2 and 9 of the Long Term Incentive
Plan, equal to the amount required to be withheld or paid. If the
Optionee is subject to the short swing profits recapture provisions of Section
16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
the Company may impose such additional restrictions as may be necessary to
ensure that the satisfaction of withholding requirements by the withholding
of a
portion of the Option Shares shall be exempt from the short swing profits
recapture provisions of Section 16(b) of the Exchange Act. If the
Company withholds in Option Shares, the Company will withhold the amount of
shares of Common Stock necessary to satisfy the minimum withholding
amount. Finally, Optionee will pay to the Company or the Employer any
amount of Tax-Related Items that the Company or the Employer may be required
to
withhold as a result of Optionee’s participation in the Long-Term Incentive Plan
or Optionee’s purchase of shares of Common Stock that cannot be satisfied by the
means previously described. The Company may refuse to honor the
exercise and refuse to deliver the shares of Common Stock if Optionee fails
to
comply with his or her obligations in connection with the Tax-Related Items
as
described in this section.
5. Nature
of Grant. In accepting the grant, Optionee acknowledges
that:
(a) the
Long-Term Incentive Plan is established voluntarily by the Company, it is
discretionary in nature and it may be modified, amended, suspended or terminated
by the Company at any time, unless otherwise provided in the Long-Term Incentive
Plan and this Agreement;
(b) the
grant of the Option is voluntary and occasional;
(c) all
decisions with respect to future option grants, if any, will be at the sole
discretion of the Company;
(d) the
Optionee’s participation in the Long-Term Incentive Plan will not create a right
to further employment with the Employer and shall not interfere with the ability
of the Employer to terminate Optionee’s employment relationship at any time with
or without cause;
(e) the
Optionee is voluntarily participating in the Long-Term Incentive
Plan;
(f) the
Option is an extraordinary item that does not constitute compensation of any
kind for services of any kind rendered to the Company or the Employer, and
which
is outside the scope of Optionee’s employment contract, if any;
(g) the
Option is not part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance, resignation,
termination, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments and in no event should be
considered as compensation for, or relating in any way to, past services for
the
Company or the Employer;
(h) in
the event that Optionee is not an employee of the Company, the Option grant
will
not be interpreted to form an employment contract or relationship with the
Company; and furthermore, the Option grant will not be interpreted to form
an
employment contract with the Employer or any subsidiary or affiliate of the
Company;
(i) the
future value of the underlying shares of Common Stock is unknown and cannot
be
predicted with certainty;
(j) if
the underlying shares of Common Stock do not increase in value, the Option
will
have no value;
(k) if
Optionee exercises his or her Option and obtain shares of Common Stock, the
value of those shares of Common Stock acquired upon exercise may increase or
decrease in value, even below the exercise price; and
(l) in
consideration of the grant of the Option, no claim or entitlement to
compensation or damages shall arise from termination of the Option or diminution
in value of the Option or shares of Common Stock purchased through exercise
of
the Option resulting from termination of Optionee’s employment by the Company or
the Employer (for any reason whatsoever and whether or not in breach of local
labor laws) and Optionee irrevocably releases the Company and the Employer
from
any such claim that may arise; if, notwithstanding the foregoing, any such
claim
is found by a court of competent jurisdiction to have arisen, then, by signing
this Agreement, Optionee will be deemed irrevocably to have waived his or her
entitlement to pursue such claim.
6. Data
Privacy. Optionee hereby explicitly and unambiguously consents
to the collection, use and transfer, in electronic or other form, of his or
her
personal data as described in this document by and among, as applicable, the
Employer, and the Company and its subsidiaries and affiliates for the exclusive
purpose of implementing, administering and managing Optionee’s participation in
the Long-Term Incentive Plan.
Optionee
understands that the Company and the Employer may hold certain personal
information about Optionee, including, but not limited to, Optionee’s name, home
address and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares of stock
or
directorships held in the Company, details of all options or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested
or
outstanding in Optionee’s favor, for the purpose of implementing, administering
and managing the Long-Term Incentive Plan (“Data”). Optionee
understands that Data may be transferred to any third parties assisting in
the
implementation, administration and management of the Long-Term Incentive Plan,
that these recipients may be located in Optionee’s country or elsewhere, and
that the recipients’ country (e.g., the United States) may have different data
privacy laws and protections than Optionee’s country. Optionee
understands that he or she may request a list with the names and addresses
of
any potential recipients of the Data by contacting Optionee’s local human
resources representative. Optionee authorizes the recipients to
receive, possess, use, retain and transfer the Data, in electronic or other
form, for the sole purpose of implementing, administering and managing
Optionee’s participation in the Long-Term Incentive Plan, including any
requisite transfer of such Data as may be required to a broker or other third
party with whom Optionee may elect to deposit any shares of stock acquired
upon
exercise of the Option. Optionee understands that Data will be held
only as long as is necessary to implement, administer and manage Optionee’s
participation in the Long-Term Incentive Plan. Optionee understands
that he or she may, at any time, view Data, request additional information
about
the storage and processing of Data, require any necessary amendments to Data
or
refuse or withdraw the consents herein, in any case without cost, by contacting
in writing Optionee’s local human resources representative. Optionee
understands, however, that refusing or withdrawing his or her consent may affect
Optionee’s ability to participate in the Long-Term Incentive
Plan. For more information on the consequences of Optionee’s refusal
to consent or withdrawal of consent, Optionee understands that he or she may
contact his or her local human resources
representative.
7. Termination
in Event of Nonemployment. In the event that the Optionee ceases
to be actively employed by the Company or any of its Subsidiaries (whether
or
not in breach of local labor laws) during the Option Period for any reason
other
than death, the Options granted pursuant to this Agreement shall terminate
effective as of the date that Optionee is no longer actively employed and will
not be extended by any notice period mandated under local law (e.g.,
active employment does not include a period of “garden leave” or a similar
period pursuant to local law), except to the extent that the Options are
exercisable on the date the Optionee ceases to be so employed. To the
extent that such Options are exercisable on the date that the Optionee ceases
to
be actively employed by the Company or any of its Subsidiaries for any reason
other than death, such Options may be exercised by the Optionee during the
three
month period beginning on such date but shall terminate and be of no further
force or effect at the end of such three-month period.
8. Acceleration
in Event of Death. In the event that the Optionee ceases to be
employed by the Company or any of its Subsidiaries during the Option Period
by
reason of death at a time when the Options granted pursuant hereto are still
in
force and unexpired, such unmatured Options shall be
accelerated. Such acceleration shall be effective as of the date of
death of the Optionee, and each Option so accelerated may be exercised by the
person or persons to whom the Optionee’s rights shall pass pursuant to Paragraph
13 of the Long-Term Incentive Plan during the 12-month period beginning on
such
date but shall terminate at the end of such period.
9. Assignability. The
Options granted pursuant hereto shall not be assignable or transferable by
the
Optionee other than by will or the laws of descent and
distribution. No assignment of the Options herein granted shall be
effective to bind the Company unless the Company shall have been furnished
with
written notice thereof and a copy of such documents and evidence as the Company
may deem necessary to establish the validity of the assignment and the
acceptance by the assignee or assignees of the terms and conditions
hereof.
10. No
Stockholder Rights. The Optionee shall have no rights as a
stockholder of the Company with respect to the Option Shares unless and until
certificates evidencing such Option Shares shall have been issued by the Company
to the Optionee. Until such time, the Optionee shall not be entitled
to dividends or distributions in respect of any Option Shares or to vote such
shares on any matter submitted to the stockholders of the Company. In
addition, except as to adjustments that may from time to time be made by the
Committee in accordance with the Long Term Incentive Plan, no adjustment shall
be made or required to be made in respect of dividends (ordinary or
extraordinary, whether in cash, securities or any other property) or
distributions paid or made by the Company or any other rights granted in respect
of any Option Shares for which the record date for such payment, distribution
or
grant is prior to the date upon which certificates evidencing such Option Shares
shall have been issued by the Company.
11. Administration. The
Committee shall have the power to interpret the Long-Term Incentive Plan, the
Notice of Grant and this Award, and to adopt such rules for the administration,
interpretation, and application of the Long-Term Incentive Plan as are
consistent therewith and to interpret or revoke any such rules. All
actions taken and all interpretations and determinations made by the Committee
shall be final and binding upon the Optionee, the Company, and all other
interested persons. No member of the Committee shall be personally
liable for any action, determination, or interpretation made in good faith
with
respect to the Long-Term Incentive Plan or this Award.
12. Restrictions
and Related Representations. Upon the acquisition of any Option
Shares pursuant to the exercise of the Options granted pursuant hereto, the
Optionee may be required to enter into such written representations, warranties
and agreements as the Company may reasonably request in order to comply with
applicable securities laws, the Long-Term Incentive Plan or with this
Agreement. In addition, the certificate or certificates representing
any Option Shares purchased upon the exercise of the Options will be stamped
or
otherwise imprinted with a legend in such form as the Company may require with
respect to any applicable restrictions on sale or transfer, and the stock
transfer records of the Company will reflect stop-transfer instructions, as
appropriate, with respect to such shares.
13. Notices
and Electronic Delivery. Any notice or other communication
hereunder shall be in writing and shall be given by registered or certified
mail
unless the Company, in its sole discretion, decides to deliver any documents
related to the Option or future options that may be granted under the Plan
by
electronic means or to request Optionee’s consent to participate in the Plan by
electronic means. Optionee hereby consents to receive such documents
by electronic delivery and, if requested, to agree to participate in the Plan
through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company. All notices
of the exercise by the Optionee of the Options granted pursuant hereto shall
be
directed to Fossil, Inc., Attention: Secretary, at the Company’s then current
address unless the Company directs Optionee otherwise. Any notice given by
the
Company to the Optionee directed to him at his address on file with the Company
shall be effective to bind any other person who shall acquire rights
hereunder. The Company shall be under no obligation whatsoever to
advise or notify the Optionee of the existence, maturity or termination of
any
rights hereunder and the Optionee shall be deemed to have familiarized himself
with all matters contained herein and in the Long Term Incentive Plan which
may
affect any of the Optionee’s rights or privileges hereunder.
14. Scope
of Certain Terms. Whenever the term “Optionee” is used herein
under circumstances applicable to any other person or persons to whom this
award
may be assigned in accordance with the provisions of Paragraph 9 of this
Agreement, the term “Optionee” shall be deemed to include such person or
persons. The term “Long-Term Incentive Plan” as used herein shall be
deemed to include the 2004 Long-Term Incentive Plan of Fossil, Inc. and any
subsequent amendments thereto, together with any administrative interpretations
which have been adopted thereunder by the Committee pursuant to Paragraph 5
of
such plan.
15. General
Restrictions. This Award is subject to the requirement that, if
at any time the Committee shall determine that (a) the listing, registration
or
qualification of the shares of Common Stock subject or related thereto upon
any
securities exchange or under any state or federal law; (b) the consent or
approval of any government regulatory body; or (c) an agreement by the recipient
of an Award with respect to the disposition of shares of Common Stock, is
necessary or desirable (in connection with any requirement or interpretation
of
any federal or state securities law, rule or regulation) as a condition of,
or
in connection with, the granting of such Award or the issuance, purchase or
delivery of shares of Common Stock thereunder, such Award may not be consummated
in whole or in part unless such listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any
conditions not acceptable to the Committee.
16. Adjustments
for
Changes in Capitalization. In the event of any stock dividends,
stock splits, recapitalizations, combinations, exchanges of shares, mergers,
consolidations, liquidations, split-ups, split-offs, spin-offs or other similar
changes in capitalization, or any distributions to stockholders, including
a
rights offering, other than regular cash dividends, changes in the outstanding
stock of the Company by reason of any increase or decrease in the number of
issued shares of Common Stock resulting from a split-up or consolidation of
shares or any similar capital adjustment or the payment of any stock dividend,
any share repurchase at a price in excess of the market price of the Common
Stock at the time such repurchase is announced or other increase or decrease
in
the number of such shares, the Committee shall make appropriate adjustment
in
the number and kind of shares authorized by the Long-Term Incentive Plan, in
the
number, price or kind of shares covered by the Awards and in any outstanding
Awards under the Long-Term Incentive Plan. In the event of any
adjustment in the number of shares covered by any Award, any fractional shares
resulting from such adjustment shall be disregarded and each such Award shall
cover only the number of full shares resulting from such
adjustment.
17. Precondition
of Legality. Notwithstanding anything to the contrary contained
herein, the Optionee agrees that he will not exercise the Options granted
pursuant hereto, and that the Company will not be obligated to issue any Option
Shares pursuant to this Agreement, if the exercise of the Options or the
issuance of such shares would constitute a violation by the Optionee or by
the
Company of any provision of any law or regulation of any governmental authority
or any national securities exchange or transaction quotation
system.
18. Governing
Law. The Option grant and the provisions of this Agreement are
governed by, and subject to, the laws of the State of Delaware, as provided
in
the Plan.
19.
No Right of
Employment. Neither the granting of this Option, the exercise of any part
hereof, nor any provision of the Long-Term Incentive Plan or this Award shall
constitute or be evidence of any understanding, express or implied, on the
part
of the Company or any Subsidiary to employ the Participant for any specified
period.
20. Amendment. This
Award may be amended only by a writing executed by the Company and the
Participant which specifically states that it is amending this
Award. Notwithstanding the foregoing, this Award may be amended
solely by the Committee by a writing which specifically states that it is
amending this Award, so long as a copy of such amendment is delivered to the
Participant, and provided that no such amendment adversely affecting the rights
of the Participant hereunder may be made without the Participant’s written
consent. Without limiting the foregoing, the Committee reserves the
right to change, by written notice to the Participant, the provisions of the
Option or this Award in any way it may deem necessary or advisable to carry
out
the purpose of the grant as a result of any change in applicable laws or
regulations or any future law, regulation, ruling, or judicial decision,
provided that any such change shall be applicable only to Option which are
then
subject to restrictions as provided herein.
21. Incorporation
of Long-Term Incentive Plan. This Agreement is subject to the
Long-Term Incentive Plan, a copy of which has been furnished to the Optionee
and
for which the Optionee acknowledges receipt. The terms and provisions
of the Long-Term Incentive Plan are incorporated by reference herein. In the
event of a conflict between any term or provision contained here in and a term
or provision of the Long-Term Incentive Plan, the applicable terms and
provisions of the Long-Term Incentive Plan shall govern and
prevail.
22. Language. If
the Optionee has received this Agreement or any other document related to the
Long-Term Incentive Plan translated into a language other than English and
if
the translated version is different than the English version, the English
version will control.
23. Severability. The
provisions of this Agreement are severable and if any one or more provisions
are
determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.
24. Construction. The
Option is being granted pursuant to Section 7 of the Long-Term Incentive Plan
and are subject to the terms of the Long-Term Incentive Plan. A copy
of the Long-Term Incentive Plan has been given to the Optionee, and additional
copies of the Long-Term Incentive Plan are available upon request during normal
business hours at the principal executive offices of the Company. To
the extent that any provision of this Award violates or is inconsistent with
an
express provision of the Long-Term Incentive Plan, the Long-Term Incentive
Plan
provision shall govern and any inconsistent provision in this Award shall be
of
no force or effect.
* * *
APPENDIX
A
TO
TERMS AND CONDITIONS OF OPTIONS
SPECIAL
PROVISIONS FOR OPTIONEES OUTSIDE THE UNITED STATES
This
Appendix A, which is part of the Agreement, includes additional terms and
conditions of the award of Options that will apply to Optionees in the countries
listed below. Please note that the exchange control information
provided below is current as of May 2007. However, exchange controls
are subject to change and the Optionee should consult his or her personal
advisor(s) with respect to the applicable exchange controls (if any) which
may
apply to the vesting and exercise of Options and/or sale of the
Shares. Capitalized terms used but not defined herein shall have the
same meanings assigned to them in the Plan, the Agreement and the Award
Letter.
Australia
No
special provisions.
Austria
Consumer
Protection Act Notice
The
Optionee acknowledges that he or she may be entitled to revoke the Agreement
on
the basis of the Austrian Consumer Protection Act according the following
rules:
|
|
(i)
|
If
the Optionee receives the award of Options under the Plan outside
the
business premises of the Company, the Optionee may be entitled
to revoke
his or her acceptance of the Agreement. The revocation must be
made within one week after the Optionee has signed the Award
Letter.
|
|
|
(ii)
|
The
revocation must be in written form to be valid. It is
sufficient if the Optionee returns the Agreement to the Company
or the
Company’s representative with language that can be understood as his or
her refusal to conclude or honor the Agreement. It is
sufficient if the revocation is sent within the period discussed
above.
|
Canada
No
special provisions because no Optionees in Quebec.
France
No
special provisions.
Germany
No
special provisions.
APPENDIX
A
Hong
Kong
Securities
Law Notice
Neither
this Agreement, nor other incidental communication materials, have been prepared
in accordance with or intended to constitute a ‘prospectus’ for a public
offering of securities under the applicable companies and securities legislation
in Hong Kong. This Agreement and the incidental communication
materials are intended only for the personal use of each eligible Fossil
employee and not for distribution to any other persons.
Italy
Exchange
Controls
Optionees
must report on their annual
tax return the transfer of cash or shares of Common Stock exceeding EU12,500
to
or from Italy, any foreign investment held abroad at the end of the calendar
year in excess of EU12,500 (including shares of Common Stock), and the amount
of
the transfers to and from abroad which have had an impact during the calendar
year on foreign investments outside of Italy.
Plan
Document Acknowledgement
By
accepting the award of Options, the Optionee acknowledges that he or she
has
received a copy of the Plan, has review the Plan and the Agreement in their
entirety and fully understands and accepts all provisions of the Plan and
the
Agreement.
The
Optionee further acknowledges that he or she has read and specifically and
expressly approves the following clauses in the Agreement: Paragraph
4: Withholding of Taxes; Paragraph 5: Nature of Grant;
Paragraph 9: Assignability; Paragraph 13: Notices and Electronic
Delivery; Paragraph 18: Governing Law; and the Data Privacy Consent
below.
Data
Privacy Consent
Notwithstanding
Paragraph 6 or any other provision of the Agreement, Optionee agrees that
the
following shall apply with regard to data privacy in
Italy:
Optionee
hereby explicitly and unambiguously consents to the collection, use, processing
and transfer, in electronic or other form, of personal data as described
in this
section of Appendix A by and among, as applicable, the Employer
and the Company and any of its Subsidiaries for the exclusive purpose of
implementing, administering and managing Optionee’s participation in the
Plan.
Optionee
understands that the Employer, the Company and any of its Subsidiaries may
hold
certain personal information about Optionee, including, Optionee’s name, home
address and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any Shares or
directorships held in the Company, details of the award of Restricted Stock
Units or any other entitlement to Shares awarded, canceled, exercised, vested,
unvested or outstanding in Optionee’s favor, for the exclusive purpose of
managing and administering the Plan (“Data”).
APPENDIX
A
Optionee
also understands that providing the Company with Optionee’s Data is necessary
for the performance of the Plan and that Optionee’s denial to provide such Data
would make it impossible for the Company to perform its contractual obligations
and may affect Optionee’s ability to participate in the Plan. The
Controller of personal data processing is Fossil, Inc., with registered offices
at 0000 X. Xxxxxxxxxx Xxx., Xxxxxxxxxx, Xxxxx 00000, Xxxxxx Xxxxxx xx Xxxxxxx,
and, pursuant to Legislative Decree no. 196/2003, its representative in Italy
is
Fossil Italia, S.r.l. with registered offices at Xxx Xxxxxxx Xxxxxxxx, 0
X-00000
Xxxxxxx, Xxxxx. Optionee understands that Optionee’s Data will not be
publicized, but it may be transferred to Xxxx Xxxxx Xxxxxx or other third parties, banks,
other financial institutions or brokers involved in the management and
administration of the Plan. Optionee further understands that the
Company and/or its Subsidiaries will transfer Data amongst themselves as
necessary for the purpose of implementation, administration and management
of
Optionee’s participation in the Plan, and that the Company and/or its
Subsidiaries may each further transfer Data to third parties assisting the
Company in the implementation, administration and management of the Plan,
including any requisite transfer to Xxxx Xxxxx Xxxxxx or another third party with
whom Optionee may elect to deposit any Shares acquired under the
Plan. Such recipients may receive, possess, use, retain and transfer
the Data in electronic or other form, for the purposes of implementing,
administering and managing Optionee’s participation in the
Plan. Optionee understands that these recipients may be located in
the European Economic Area, or elsewhere, such as the U.S. or
Asia. Should the Company exercise its discretion in suspending all
necessary legal obligations connected with the management and administration
of
the Plan, it will delete Optionee’s Data as soon as it has accomplished all the
necessary legal obligations connected with the management and administration
of
the Plan.
Optionee
understands that Data processing related to the purposes specified above
shall
take place under automated or non-automated conditions, anonymously when
possible, that comply with the purposes for which Data are collected and
with
confidentiality and security provisions as set forth by applicable laws and
regulations, with specific reference to Legislative Decree no.
196/2003.
The
processing activity, including communication, the transfer of Optionee’s Data
abroad, including outside of the European Union, as herein specified and
pursuant to applicable laws and regulations, does not require Optionee’s consent
thereto as the processing is necessary to performance of contractual obligations
related to implementation, administration and management of the
Plan. Optionee understands that, pursuant to Section 7 of the
Legislative Decree no. 196/2003, Optionee has the right to, including but
not
limited to, access, delete, update, ask for rectification of Optionee’s Data and
estop, for legitimate reason, the Data processing. Furthermore,
Optionee is aware that Optionee’s Data will not be used for direct marketing
purposes. In addition, the Data provided can be reviewed and
questions or complaints can be addressed by contacting Optionee’s local human
resources department.
APPENDIX
A
Method
of Exercise
Not
withstanding paragraph 3 of the Agreement, Optionee agrees that that following
requirements apply to Option exercises for Italian Optionees. Due to
regulatory requirements, Optionees residing in Italy will be restricted to
the
cashless sell-all method of exercise with respect to their
Options. To complete a cashless sell-all exercise, Optionee should
instruct the broker to: (i) sell all of the shares of Common Stock to be
issued
upon exercise; (ii) use the proceeds to pay the Option Price, brokerage fees
and
any applicable Tax-Related Items; and (iii) remit the balance in cash to
the
Optionee. To the extent that regulatory requirements change, Fossil
reserves the right to eliminate the cashless sell-all method of exercise
restriction and, in its sole discretion, to permit exercises with cash, check,
money orders or cashless sell-to-cover exercise.
Japan
No
special provisions.
Mexico
Labor
Law Policy Statement
This
provision supplements Paragraph 5 of the Agreement:
In
accepting the Options, Optionee acknowledges that he or she understands and
agrees that: (i) the Options are not related to the salary and other contractual
benefits granted to the Optionee by the Employer; and (ii) any modification
of
the Plan or its termination shall not constitute a change or impairment of
the
terms and conditions of Optionee’s employment.
Policy
Statement:
La
invitación que la Compañía hace en relación con el Plan es unilateral y
discrecional, por lo tanto, la Compañía se reserva el derecho absoluto para
modificar o terminar el mismo en cualquier momento, sin ninguna responsabilidad
para el Otorgario.
Esta
invitación y, en el caso del Otorgario, la adquisición de acciones,
de ninguna manera establecen relación laboral alguna entre el
Otorgario y la Compañía. Tampoco establece derecho alguno
entre el Otorgario y su empleador
English
Translation:
The
offering the Company is making under the Plan is unilateral and discretionary
and, therefore, the Company reserves the absolute right to amend it and
discontinue it at any time without any liability to the Optionee.
This
offering and, in Optionee’s case, the purchase of shares does not, in any way,
establish a labor relationship between the Optionee and the Company and it
does
not establish any rights between Optionee and the Employer.
APPENDIX
A
Netherlands
Notification
For Dutch Optionees
The
Optionee has been granted Options under the Plan, pursuant to which the Optionee
may acquire shares of the Company’s shares of Common Stock. Optionees
that are residents of the Netherlands should be aware of the Dutch xxxxxxx
xxxxxxx rules, which may impact the sale of such shares issued upon exercise
of
the Option. In particular, the Optionee may be prohibited from
effecting certain share transactions if he or she has insider information
regarding the Company.
Below
is
a discussion of the applicable restrictions. The Optionee is advised
to read the discussion carefully to determine whether the insider rules could
apply to him or her. If it is uncertain whether the insider rules
apply, we recommend that the Optionee consults with his or her legal
advisor. Please note that the Company cannot be held liable if an
Optionee violates the Dutch insider rules. The Optionee is
responsible for ensuring his or her compliance with these rules.
By
entering into the Agreement and participating in the Plan, the Optionee
acknowledges having read and understood the Notification below and acknowledges
that it is his or her responsibility to comply with the Dutch xxxxxxx xxxxxxx
rules, as discussed herein.
Prohibition
Against Xxxxxxx Xxxxxxx
Dutch
securities laws prohibit xxxxxxx xxxxxxx. Under Article 46 of the Act
on the Supervision of the Securities Trade 1995, anyone who has “inside
information” related to the Company is prohibited from effectuating a
transaction in securities in or from the Netherlands. “Inside
information” is knowledge of a detail concerning the issuer to which the
securities relate that is not public and which, if published, would reasonably
be expected to affect the stock price, regardless of the development of the
price. The insider could be any employee of the Company or its Dutch
Subsidiary who has inside information as described above.
Given
the
broad scope of the definition of inside information, certain employees of
the
Company working at its Dutch Subsidiary may have inside information and thus,
would be prohibited from effectuating a transaction in securities in the
Netherlands at a time when he or she had such inside information.
Exchange
Controls
The
Dutch Central Bank may require that
certain reporting requirements be complied with in connection with
payments sent to and from abroad. The Optionee should check with his
or her financial institution before transferring funds to the Netherlands
from
the exercise of Options, sale of the shares of Common Stock or receipt of
dividends.
APPENDIX
A
Singapore
Securities
Law Notification
The
grant
of Options under the Plan is being made on a private basis and is, therefore,
exempt from registration in Singapore. Shares of Common Stock are
traded on a U.S. exchange and Participants are not able to resell shares
on a
Singapore exchange.
Director
Notification
If
the
Optionee is a director, associate director or shadow director of a Singapore
Subsidiary of the Company, the Optionee is subject to certain notification
requirements under the Singapore Companies Act. Among these
requirements is an obligation to notify the Singapore Subsidiary in writing
when
the Optionee receives an interest (e.g., Options, Shares) in the
Company or any related companies. Please contact the Company to
obtain a copy of the notification form. In addition, the Optionee
must notify the Singapore Subsidiary when the Optionee sells Shares of the
Company or any related company (including when the Optionee sells Shares
acquired pursuant to this award). These notifications must be made
within two days of acquiring or disposing of any interest in the Company
or any
related company. In addition, a notification must be made of the
Optionee’s interests in the Company or any related company within two days of
becoming a director.
Spain
Labor
Law Acknowledgment
This
provision supplements Paragraph 5 of the Agreement:
In
accepting the grant of Options the Optionee acknowledges that he or she consents
to participation in the Plan and has received a copy of the Plan and
Agreement.
The
Optionee understands that Fossil has unilaterally, gratuitously and
discretionally decided to grant Options under the Plan to individuals who
may be
employees of Fossil or its Subsidiaries throughout the world. The
decision is a limited decision that is entered into upon the express assumption
and condition that any grant will not bind Fossil or any of its
Subsidiaries. Consequently, the Optionee understands that the Option
are granted on the assumption and condition that the Options and the shares
of
Common Stock purchased a result thereof shall not become a part of any
employment contract (either with Fossil or any of its Subsidiaries) and shall
not be considered a mandatory benefit, salary for any purposes (including
severance compensation) or any other right whatsoever. In addition,
the Optionee understands that this grant would not be made to the Optionee
but
for the assumptions and conditions referred to above; thus, the Optionee
acknowledges and freely accepts that should any or all of the assumptions
be
mistaken or should any of the conditions not be met for any reason, then
any
grant of or right to Options shall be null and void.
APPENDIX
A
Exchange
Control Notification
To
participate in the Plan, the Optionee must comply with exchange control
regulations in Spain. When the Optionee sells shares of Common Stock
received upon exercise of the Option or receive dividends on such shares
and
transfers the cash proceeds from these transactions into Spain, the Optionee
must inform the financial institution receiving the payment of the basis
upon
which such payment is made. The Optionee will need to provide the
institution with the following information: (i) Optionee’s name, address, and
fiscal identification number; (ii) the name and corporate domicile of Fossil
(i.e., Richardson, Texas, USA); (iii) the amount of the payment; (iv) the
currency used; (v) the country of origin; (vi) the reasons for the payment;
and
(vii) further information that may be required.
If
the
Optionee wishes to have certificates representing the shares of Common Stock
obtained under the Plan transferred to him or her into Spain, rather than
held
in a brokerage account outside of Spain, the Optionee must declare the
importation of such securities to the Dirección General de Política Comercial e
Inversiones Exteriores (i.e., the Bureau for Commercial Policy and Foreign
Investments, which is a department of the Ministry of Economy).
Securities
Law Notice
The
grant
of Options and the shares of Common Stock issued pursuant to the award are
considered a private placement outside of the scope of Spanish laws on public
offerings and issuances.
Sweden
No
special provisions.
Switzerland
No
special provisions.
United
Kingdom
Tax
Withholding Obligations
The
following supplements Paragraph 4 of the Agreement:
If
payment or withholding of the income tax due is not made within 90 days of
the
event giving rise to the Tax-Related Items (the “Due Date”) or such other period
specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions)
Act 2003, the amount of any uncollected Tax-Related Items shall constitute
a
loan owed by the Optionee to the Employer, effective on the Due
Date. The Optionee agrees that the loan will bear interest at the
then-current HM Revenue and Customs Official Rate, it will be immediately
due
and repayable, and Fossil or the Employer may recover it at any time thereafter
by any of the means referred to in Paragraph 3 of the
Agreement. Notwithstanding the foregoing, if the Optionee is an
“Officer” (as defined in Rule 16a-1(f) of the U.S. Securities Exchange Act of
1934), the terms of this provision will not apply to the Optionee. In
the event that Tax-Related Items are not collected from or paid by an Officer
Optionee by the Due Date, the amount of any uncollected Tax-Related Items
may
constitute a benefit to the Optionee on which additional income tax and National
Insurance Contributions may be payable. The Optionee agrees that
Fossil and/or the Employer may collect any income tax and National Insurance
Contributions due on this additional benefit from the Optionee by any of
the
means set forth in Paragraph 3 of the Agreement.
APPENDIX
A
Director
Notification
If
the
Optionee is a director or shadow director of a UK Subsidiary of Fossil and
the
UK Subsidiary is not wholly owned by Fossil, the Optionee is subject to certain
notification requirements under the Companies Act. Specifically, the
Optionee must notify the UK Subsidiary in writing of the Optionee’s interest in
Fossil and the number and class of shares or rights to which the interest
relates. The Optionee must also notify the UK Subsidiary when the
Optionee exercises the Option or sells shares of Common Stock acquired through
exercise. This disclosure requirement also applies to any rights or
shares acquired by the Optionee’s spouse or children (under the age of
18).
*
* * *
*
