Exhibit 10.139b
CASH INCENTIVE AWARD AGREEMENT
AGREEMENT made effective February 1, 2007 by and among ▇▇▇▇▇▇▇ & Co., a
Delaware corporation (the "Company"), ▇▇▇▇▇▇▇ and Company, the New York
subsidiary corporation of the Company ("Tiffany") and [Schedule I]("Executive").
Whereas, on March 17, 2005 the Board of Directors of the Company adopted,
and on May 19, 2005 the stockholders of the Company duly approved, the Company's
2005 Employee Incentive Plan, as subsequently amended (the "Plan"); and
Whereas, the Stock Option Subcommittee of the Compensation Committee of the
Company was appointed the "Committee" under the Plan by said Board of Directors;
and
NOW THEREFORE, based upon the foregoing and in consideration of the mutual
promises hereinafter set forth, it is hereby AGREED as follows:
1. This Agreement is intended to be an Award Agreement under the Plan and
is subject to all terms and conditions set forth in such Plan, including the
Plan provisions limiting implied rights.
2. Executive agrees that he/she shall not be entitled to any cash bonus in
respect of the fiscal year ending January 31, 2008 except as provided in this
Agreement.
3. Tiffany agrees to pay, or, failing that, the Company shall pay, a cash
bonus to Executive in respect of the fiscal year ending January 31, 2008 as
follows. Such bonus shall be paid, if at all, at such time as bonuses are made
payable to Tiffany's management employees in respect of such fiscal year,
provided that Executive remains employed with Tiffany through the end of such
fiscal year. The amount of said cash bonus shall be determined on the basis of
the following Performance Measures -- the Company's consolidated net earnings
for such fiscal year (as adjusted by the Committee pursuant to Section 9.1 of
the Plan) as specified in the following table:
Consolidated Net Earnings Bonus Amount
------------------------- ------------
$302,550,000 or more $[Column A]
$292,122,000 $[Column B]
$260,819,000 or less $0.
Should the Company's consolidated net earnings fall between any of the
targets set forth above, the bonus amount payable to Executive shall be prorated
accordingly.
4. This Agreement shall be governed by the law of the State of New York
applicable to agreements made and to be performed within said state.
IN WITNESS WHEREOF, parties hereto have entered into this Agreement
effective as of the date first stated above.
I
▇▇▇▇▇▇▇ & Co.
(the "Company")
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▇▇▇▇▇▇▇ and Company
("Tiffany")
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Schedule I
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Name Column A Column B.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ $1,852,500 $926,250
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▇▇▇▇▇ ▇. ▇▇▇▇▇ $1,036,000 $518,000
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ $858,000 $429,000
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇ $689,000 $344,500
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II
