-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CUSIhPdR7Q8U+u9SzVFWMB1xoV3b7cqdYgeWCSomHtaqW/94wXIDO04+x9U3sSXv lnfHhwvbMK3SSmdKORMZoQ== 0000098246-06-000094.txt : 20060324 0000098246-06-000094.hdr.sgml : 20060324 20060324122030 ACCESSION NUMBER: 0000098246-06-000094 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060324 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060324 DATE AS OF CHANGE: 20060324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIFFANY & CO CENTRAL INDEX KEY: 0000098246 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 133228013 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09494 FILM NUMBER: 06708186 BUSINESS ADDRESS: STREET 1: 727 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122305317 MAIL ADDRESS: STREET 1: 727 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 form8k_032406.txt 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: March 24, 2006 TIFFANY & CO. (Exact name of Registrant as specified in its charter) Delaware 1-9494 13-3228013 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 727 Fifth Avenue, New York, New York 10022 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 755-8000 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry into a Material Definitive Agreement. The Compensation Committee of Registrant's Board of Directors established the terms of incentive award arrangements for fiscal year 2006. The form of award agreement is attached as an exhibit hereto and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 10.139a Form of Fiscal 2006 Cash Incentive Award Agreement for certain executive officers under Registrant's 2005 Employee Incentive Plan. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TIFFANY & CO. BY: /s/ Patrick B. Dorsey ______________________________________ Patrick B. Dorsey Senior Vice President, General Counsel and Secretary Date: March 24, 2006 EXHIBIT INDEX Exhibit No. Description 10.139a Form of Fiscal 2006 Cash Incentive Award Agreement for certain executive officers under Registrant's 2005 Employee Incentive Plan. EX-99 2 ex_10139a.txt 10.139A Exhibit 10.139a CASH INCENTIVE AWARD AGREEMENT AGREEMENT made effective February 1, 2006 by and among Tiffany & Co., a Delaware corporation (the "Company"), Tiffany 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 shall not be entitled to any cash bonus in respect of the fiscal year ending January 31, 2007 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, 2007 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 ------------------------- ------------ $__________ or more $[Column A] $_________ $[Column B] $_________ 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 Tiffany & Co. (the "Company") - ------------------------------------ --------------------------- Tiffany and Company ("Tiffany") --------------------------- Schedule I ---------- Name Column A Column B. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Michael J. Kowalski $1,852,500 $926,250 - -------------------------------------------------------------------------------- James E. Quinn $1,036,000 $518,000 - -------------------------------------------------------------------------------- James N. Fernandez $858,000 $429,000 - -------------------------------------------------------------------------------- Beth O. Canavan $689,000 $344,500 - -------------------------------------------------------------------------------- II -----END PRIVACY-ENHANCED MESSAGE-----