8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 26, 2012

FOSSIL, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of
incorporation) 0-19848 (Commission File
Number) 75-2018505 (IRS Employer Identification
No.)

901 S. Central Expressway Richardson, Texas (Address of principal executive offices) 75080 (Zip Code)

Registrant’s telephone number, including area code (972) 234-2525

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02              Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously announced, Mark Quick retired from his position as the Vice Chairman of Fossil, Inc. (the “Company”) and was appointed to the Company’s Board of Directors effective October 26, 2012.

On October 26, 2012, the Company entered into a First Amendment to the Restricted Stock Unit Award Under the 2004 Long-Term Incentive Plan of Fossil, Inc. (the “RSU Amendment”) and a First Amendment to the Stock Appreciation Rights Award Under the 2004 Long-Term Incentive Plan of Fossil, Inc. (the “SAR Amendment”) for Mr. Quick.

Under each of the Restricted Stock Unit Award (the “RSU Award”) and the Stock Appreciation Rights Award (the “SAR Award”) granted to Mr. Quick on March 15, 2008, unvested restricted stock units would have been forfeited, and unvested stock appreciation rights would have been terminated, in the event that Mr. Quick ceased to be employed by the Company or any of its subsidiaries.  The RSU Amendment and the SAR Amendment amend the RSU Award and SAR Award, respectively, to permit continued vesting of the restricted stock units and stock appreciation rights if Mr. Quick continuously serves as an employee or nonemployee member of the Company’s Board of Directors.

In addition, effective October 26, 2012, the Company began paying a portion of Mr. Quick’s COBRA premiums for medical insurance.  The amount paid by the Company is the portion of the premium that is in excess of the premium Mr. Quick paid prior to his retirement as the Company’s Vice Chairman.  The Company agreed to pay a portion of these premiums until October 26, 2013.

The foregoing descriptions of the RSU Amendment and SAR Amendment are qualified in their entirety by reference to Exhibits 10.1 and 10.2, which are incorporated herein by reference and filed as exhibits hereto.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Number	Description of Exhibit
10.1	First Amendment to the Restricted Stock Unit Award Under the 2004 Long-Term Incentive Plan of Fossil, Inc. for Mark Quick, dated as of October 26, 2012.
10.2	First Amendment to the Stock Appreciation Rights Award Under the 2004 Long-Term Incentive Plan of Fossil, Inc. for Mark Quick, dated as of October 26, 2012.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FOSSIL, INC.
Date: November 1, 2012	By:	/s/ Mike L. Kovar
	Name:	Mike L. Kovar
	Title:	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Number	Description of Exhibit
10.1	First Amendment to the Restricted Stock Unit Award Under the 2004 Long-Term Incentive Plan of Fossil, Inc. for Mark Quick, dated as of October 26, 2012.
10.2	First Amendment to the Stock Appreciation Rights Award Under the 2004 Long-Term Incentive Plan of Fossil, Inc. for Mark Quick, dated as of October 26, 2012.

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO THE RESTRICTED STOCK UNIT AWARD

UNDER THE 2004 LONG-TERM INCENTIVE PLAN OF FOSSIL, INC.

This FIRST AMENDMENT TO THE RESTRICTED STOCK UNIT AWARD (this “Amendment”), dated as of October 26, 2012, is made and entered into by Fossil, Inc., a Delaware corporation (the “Company”).  Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the 2004 Long-Term Incentive Plan of Fossil, Inc. (the “Plan”) and the Restricted Stock Unit Award granted to Mark Quick (the “Participant”) on March 15, 2008 (the “Award”).

WITNESSETH:

WHEREAS, Section 15 of the Award authorizes the Company to amend the Award without the Participant’s written consent if the amendment is in writing, delivered to the Participant, and does not adversely affect the Participant’s rights under the Award;

WHEREAS, the Company desires to amend the Award to permit continued vesting of the Restricted Stock Units when the Participant, who is an employee, becomes a nonemployee director; and

WHEREAS, the Company has determined that the amendment set forth herein would not adversely affect the Participant’s rights under the Award;

NOW THEREFORE, effective October 26, 2012, the Company hereby amends the Award as follows:

1.Section 2 is amended by deleting the first full paragraph of said Section in its entirety and substituting in lieu thereof the following:

2.Vesting.  If the Participant continuously provides services to the Company or a Subsidiary as either an employee or a nonemployee member of the Company’s board of directors through each Vesting Date set forth in the Notice of Grant, the Restricted Stock Units shall vest (it being understood that Units shall vest cumulatively), and the Company shall electronically register one share of Common Stock in the Participant’s name for each vested Unit.

2.Section 3 is amended by deleting said Section in its entirety and substituting in lieu thereof the following:

3.Termination upon Termination of Service.  In the event that the Participant suffers a “Termination of Service” from the Company and its Subsidiaries before a Vesting Date for any reason other than death, the unvested Restricted Stock Units granted pursuant to this Agreement shall be forfeited. A “Termination of Service” means that the Participant ceases to provide any services to the Company and its Subsidiaries as either an employee or a nonemployee member of the Company’s board of directors.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name by its duly authorized officer this 26th day of October, 2012, to be effective as indicated above.

FOSSIL, INC.
By:	/s/ Darren E. Hart
Name:	Darren E. Hart
Title:	Executive Vice President, HR

EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO THE STOCK APPRECIATION RIGHTS AWARD

UNDER THE 2004 LONG-TERM INCENTIVE PLAN OF FOSSIL, INC.

This FIRST AMENDMENT TO THE STOCK APPRECIATION RIGHTS AWARD (this “Amendment”), dated as of October 26, 2012, is made and entered into by Fossil, Inc., a Delaware corporation (the “Company”).  Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the 2004 Long-Term Incentive Plan of Fossil, Inc. (the “Plan”) and the Stock Appreciation Rights Award granted to Mark Quick (the “Participant”) on March 15, 2008 (the “Award”).

WITNESSETH:

WHEREAS, Section 16 of the Award authorizes the Company to amend the Award without the Participant’s written consent if the amendment is in writing, delivered to the Participant, and does not adversely affect the Participant’s rights under the Award; and

WHEREAS, the Company desires to amend the Award to permit continued vesting of the Stock Appreciation Rights when the Participant, who is an employee, becomes a nonemployee director,and the Company has determined that such an amendment would not adversely affect the Participant’s rights under the Award;

NOW THEREFORE, effective October 26, 2012, the Company hereby amends the Award as follows:

1.Section 2 is amended by deleting said Section in its entirety and substituting in lieu  thereof the following:

2.SAR Exercise Period and Vesting.  The SARs granted pursuant to this Award may be exercised by the Participant at any time prior to the Expiration Date set forth in the Notice of Grant (the “Exercise Period”), subject to the limitation that such SARs shall vest and become exercisable only if the Participant continuously provides services to the Company or a Subsidiary as either an employee or a nonemployee member of the Company’s board of directors through each Vesting Date set forth in the Notice of Grant (it being understood that the right to exercise the SARs shall be cumulative, so that the Participant may exercise on or after any Vesting Date and during the remainder of the Exercise Period that number of SARs which the Participant was entitled to exercise but did not exercise during any preceding period or periods).  Notwithstanding the vesting conditions set forth herein, (i) the Committee may in its discretion at any time accelerate the vesting of SARs; and (ii) all of the SARs shall vest upon a Change in Control of the Company or upon the death of the Participant.

2.Section 4 is amended by deleting said Section in its entirety and substituting in lieu thereof the following:

4.Termination upon Termination of Service.  In the event that the Participant suffers a “Termination of Service” during the Exercise Period for any reason other than death, at a time which the SARs granted pursuant hereto are still in force and unexpired, the SARs granted pursuant to this Award shall terminate, except to the extent that they are vested on the date of such Termination of Service (the “Termination Date”), and exercised on or prior to the date that is ninety (90) days following the Termination Date (or, if earlier, on the expiration date of the SARs).  A “Termination of Service” means that the Participant ceases to provide any services to the Company and its Subsidiaries as either an employee or a nonemployee member of the Company’s board of directors.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name by its duly authorized officer this 26th day of October, 2012, to be effective as indicated above.

FOSSIL, INC.
By:	/s/ Darren E. Hart
Name:	Darren E. Hart
Title:	Executive Vice President, HR