Exhibit 10.139d
CASH INCENTIVE AWARD AGREEMENT
AGREEMENT made effective February 1, 2010 by and among Xxxxxxx & Co., a
Delaware corporation (the "Company"), Xxxxxxx and Company, the New York
subsidiary corporation of the Company ("Tiffany") and * ("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, 2010 except as provided in this
Agreement.
3. Tiffany agrees to pay, or, failing that, the Company shall pay, cash
Incentive Award to Executive in respect of the fiscal year ending January 31,
2010 only as follows:
(a) Such award shall be paid, if at all, following the close of such fiscal year
and after financial results have been determined and publicly announced,
provided that Executive remains employed with Tiffany through the end of such
fiscal year;
(b) No award shall be payable unless the following Performance Measure is
achieved: the Company's consolidated net earnings for such fiscal year (as
adjusted by the Committee pursuant to Section 9.1 of the Plan) equal or exceed
$189 million;
(c) If the condition stated in subparagraph (b) is satisfied, a maximum
Incentive Award of $ * [see Schedule of Maximum Awards attached] will be payable
to you, subject to the discretion of the Committee to reduce such award; the
Committee will not be limited in the exercise of such discretion.
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.
Compensation Committee, March 17, 2010 Page 1 of 2
IN WITNESS WHEREOF, parties hereto have entered into this Agreement
effective as of the date first stated above.
Xxxxxxx & Co.
(the "Company")
------------------------------------ ----------------------------
[Name of Executive]
Xxxxxxx and Company
("Tiffany")
----------------------------
Schedule of Maximum Incentive Awards
Xxxxxxx X. Xxxxxxxx -- $2,000,000
Xxxxx X. Xxxxxxxxx -- $1,036,000
Xxxxx X. Xxxxx -- $1,036,000
Xxxx X. Xxxxxxx -- $840,000
Xxx Xxxx -- $840,000
Compensation Committee, March 17, 2010 Page 2 of 2
