-----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, DGgPR3i/6oWEic9688KzUcXATL5UfixjMID9xT3OF/53OF9Kf+/v5UwA5BSqxMFQ RLrIyP+9opyOXmCFzlFtRg== 0000098246-10-000060.txt : 20100325 0000098246-10-000060.hdr.sgml : 20100325 20100325134637 ACCESSION NUMBER: 0000098246-10-000060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20100325 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100325 DATE AS OF CHANGE: 20100325 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: 10704113 BUSINESS ADDRESS: STREET 1: 727 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122305321 MAIL ADDRESS: STREET 1: 727 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 8-K 1 form8k_032510.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 25, 2010 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 8.01. Other Events. Registrant makes various grants and awards of cash, stock and stock units, and provides various benefits, to its executive officers and other management employees pursuant to its 2005 Employee Incentive Plan and pursuant to various retirement plans, formal agreements and informal agreements. The Compensation Committee of Registrant's Board of Directors and management makes various changes from time to time. Forms of changed awards, terms and agreements subject to such changes made are attached as exhibits hereto and are incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 10.106 Amended and Restated Tiffany and Company Executive Deferral Plan originally made effective October 1, 1989, as initially amended effective November 23, 2005 and as amended effective July 15, 2009. 10.128 Group Long Term Disability Insurance Policy issued by First Reliance Standard, Policy No.LTD 109406 on April 28, 2009. 10.139d Form of Fiscal 2010 Cash Incentive Award Agreement for certain executive officers adopted on March 17, 2010 under Registrant's 2005 Employee Incentive Plan as Amended and Adopted as of May 18, 2006. 10.140d Form of Notice of Grant as referenced in the Terms of 2010 Performance-Based Restricted Stock Unit grants to Executive Officers under Registrant's 2005 Employee Incentive Plan as adopted on January 20, 2010 (Exhibit 10.140c) and completed on March 17, 2010 for use with the grants made on January 20, 2010. 1 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 25, 2010 2 EXHIBIT INDEX Exhibit No. Description 10.106 Amended and Restated Tiffany and Company Executive Deferral Plan originally made effective October 1, 1989, as initially amended effective November 23, 2005 and as amended effective July 15, 2009. 10.128 Group Long Term Disability Insurance Policy issued by First Reliance Standard, Policy No.LTD 109406 on April 28, 2009. 10.139d Form of Fiscal 2010 Cash Incentive Award Agreement for certain executive officers adopted on March 17, 2010 under Registrant's 2005 Employee Incentive Plan as Amended and Adopted as of May 18, 2006. 10.140d Form of Notice of Grant as referenced in the Terms of 2010 Performance-Based Restricted Stock Unit grants to Executive Officers under Registrant's 2005 Employee Incentive Plan as adopted on January 20, 2010 (Exhibit 10.140c) and completed on March 17, 2010 for use with the grants made on January 20, 2010. EX-99 2 ex10_106.txt EXECUTIVE DEFERRAL PLAN Exhibit 10.106 TIFFANY AND COMPANY AMENDED AND RESTATED EXECUTIVE DEFERRAL PLAN WHEREAS, effective October 1, 1989, Tiffany and Company, a New York corporation, established an unfunded executive deferral plan for the benefit of a select group of management or highly compensated employees; WHEREAS, effective October 1, 1998, Tiffany and Company amended such plan to permit additional executives and the directors of its parent corporation, Tiffany & Co., a Delaware corporation, to participate and to provide certain additional alternatives with respect to compensation deferred in accordance with such plan; WHEREAS, effective January 1, 2003, Tiffany and Company and its parent corporation further amended such plan to (i) eliminate Education Accounts, (ii) provide for the establishment of an unlimited number of Fixed Period Benefit subaccounts for pre-Retirement distributions, (iii) permit elections for deferral of Bonus Compensation to be made during the Plan Year that immediately proceeds the Plan Year in which such Bonus Compensation would otherwise be paid but limit deferral of Bonus Compensation to 90% of Bonus Compensation, (iv) allow the Administrator to make hardship distributions in circumstances that may or may not result from a Disability, (v) allow Participants to make daily changes in the Investment Funds used to value their respective Deferred Benefit Accounts, (vi) vary the Investment Funds available for such purposes and (vii) extend the Enrollment Period to the months of November and December each year. WHEREAS, effective November 1, 2005, Tiffany and Company and its parent corporation further amended such plan to (i) permit executives of Iridesse, Inc. to participate, (ii) bring the plan into compliance with Section 409A of the Code as follows: (a) by requiring a recently Eligible Employee who wishes to participate in the year he becomes eligible to make a written election to become a Participant within thirty (30) days of his becoming eligible; (b) by requiring that Participants who wish to defer Bonus Compensation elect to do so no later than six months before the end of the fiscal year to which such Bonus Compensation relates; (c) by requiring that elections to change the time and form of a distribution (i) be made at least twelve months in advance, and (ii) not defer distribution for a period of less than five years from the date such distribution would otherwise have been made; (d) requiring that Specified 1 As Adopted by the Board of Directors July 15, 2009 Employees not receive certain distributions resulting from a Termination of Service earlier than six months after the date of the Termination of Service; (e) providing that, in the event of plan termination, the Employer shall pay a benefit to the Participant or his beneficiary as otherwise required under the plan; and (f) decreasing the minimum Retirement Account balance eligible for distribution on an installment basis; and (iii) make other miscellaneous modifications. WHEREAS, effective January 1, 2006, Tiffany and Company and its parent corporation further amended such plan to change the Enrollment Period to the months of January through June each year, and to update such plan to reflect current operational practices. WHEREAS, effective December 31, 2008, Tiffany and Company further amended such plan to change the definition of Termination of Service to ensure compliance with Section 409A of the Code. WHEREAS, effective August 1, 2009, Tiffany and Company and its parent corporation further amended such plan to permit redirection of past contributions amongst Retirement Accounts. WHEREAS, the purpose of the plan is to provide selected executives and directors an opportunity to defer a portion of their compensation in a manner best suited to each participant's individual needs. NOW, THEREFORE, to carry the above intentions into effect, Tiffany and Company does enter into this Amended and Restated Plan effective November 1, 2005. 2 As Adopted by the Board of Directors July 15, 2009 This Plan shall be known as the TIFFANY AND COMPANY EXECUTIVE DEFERRAL PLAN 3 As Adopted by the Board of Directors July 15, 2009 ARTICLE I DEFINITIONS "Administrator" means the individual appointed to administer the Plan pursuant to Article VII. "Base Compensation" means a Participant's salary and wages, including Executive Deferral Contributions made hereunder and any pretax elective deferrals to any Employer sponsored retirement savings plan or cafeteria plan, qualified pursuant to Section 401(k) or Section 125 of the Code, but excluding bonuses and overtime, all other Employer contributions to benefit plans, remuneration attributable to Employer sponsored stock option plans and all other forms of remuneration or reimbursement. "Beneficiary" means the person, persons, trust or other entity, designated by written revocable designation filed with the Administrator by the Participant to receive payments in the event of the Participant's death. If a designated Beneficiary does not survive the Participant or if no Beneficiary is designated as provided above, the Beneficiary shall be the legal representative of the Participant's estate. If a designated Beneficiary survives the Participant but dies before payment in full of benefits under this Plan has been made, the legal representative of such Beneficiary's estate shall become the Beneficiary. References to a Participant in this Plan in connection with payments hereunder shall also refer to such Participant's Beneficiary unless the context clearly requires otherwise. "Benefit Distribution Date" means a future date (or dates) selected by a Participant during the applicable Enrollment Period within guidelines established by the Administrator, as adjusted as permitted in this Plan, on which the Participant shall be entitled to a benefit pursuant to this Plan equal to all or a designated portion of the balance of his Fixed Period Benefit Account. 4 As Adopted by the Board of Directors July 15, 2009 "Bonus Compensation" means cash compensation paid to a Participant, excluding Base Compensation, under the Employer's bonus program or programs (including, but not limited to cash Incentive Awards under Section 8 of Parent's 1998 Employee Incentive Plan or Section 8 of Parent's 2005 Incentive Plan), as such may exist and be modified from time to time, and payable to a Participant following the conclusion of the Employer's fiscal year in respect of service performed at any time during such fiscal year. "Committee" means the Board of Directors of Tiffany, which shall have authority over this Plan. "Compensation" means Base Compensation, Bonus Compensation and Directors Compensation in the aggregate. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Deferral Agreement" means a written or electronic agreement between a Participant and the Employer, whereby a Participant agrees to defer a portion of his Compensation and the Employer agrees to provide benefits pursuant to the provisions of this Plan. "Deferred Benefit Accounts" mean Retirement Accounts and Scheduled In-Service Withdrawal Accounts. "Determination Date" shall mean the last business day of every month, for each Participant, his date of death, Retirement, or other termination of services with Employer and, with respect to Independent Directors only, termination of service as a Director. "Director" means a member of Parent's Board of Directors. "Directors Compensation" means a Director's annual retainer and any incremental annual retainer paid or payable by Parent to Director for service as a Director, including any per-meeting-attended compensation, 5 As Adopted by the Board of Directors July 15, 2009 but excluding Parent's contributions to benefit and retirement plans, remuneration attributable to Parent-sponsored stock option plans and all other forms of remuneration or reimbursement. "Disability" means a condition such that a Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of Participant's Employer. "Education Account" means a Deferred Benefit Account established pursuant to Section 4.1. "Effective Date" means October 1, 1989. "Eligible Student" means an individual who is a relative of a Participant and who is younger than the age of 14 when a subaccount is initially established, pursuant to Section 4.7. "Eligible Employees" means Directors, all officers of the Employer, "director"-level employees of Employer, and such other management and other highly compensated employees of the Employer as identified and approved by the Committee. "Employer" means Tiffany, Parent, and Irridesse, or any other business entity which adopts this Plan with consent of the Board of Directors of Parent. "Enrollment Period" means, with respect to any Plan Year, the months of January through June in the year preceding such Plan Year. The Enrollment Period may be extended through July in the year preceding such Plan Year, upon an Eligible Employee's request and 6 As Adopted by the Board of Directors July 15, 2009 at the Administrator's discretion. With respect to a person who becomes an Eligible Employee during the course of a Plan Year, in respect of such Plan Year the Enrollment Period means the thirty day period following the date he becomes an Eligible Employee. "Executive Deferral Contribution" means the Plan contribution described in Section 3.2. "Fixed Period Benefit Account" means a Deferred Benefit Account established pursuant to Section 4.1(C). "Independent Director" means a Director who is not an employee of Employer at the time Participation in this Plan commences. "Investment Fund" or "Fund" means any one of the investment funds described in Schedule 4.5 which shall serve as means to measure value increases or decreases with respect to a Participant's Deferred Benefit Accounts. "Iridesse" means Iridesse, Inc., a Delaware corporation, and any successor organization. "Parent" means Tiffany & Co., a Delaware corporation, and any successor organization. "Participant" means any Eligible Employee who has met the conditions for participation as set forth in Article II. "Permitted Retirement Age" means that date on which the Participant has attained age 55, provided that if the Participant is an Independent Director the Permitted Retirement Age for such Participant shall be his age on the date his participation in the Plan commenced. "Plan" means the Tiffany and Company Executive Deferral Plan as described in this instrument, as amended from time to time. 7 As Adopted by the Board of Directors July 15, 2009 "Plan Year" means the period from the November 1, 1989 through December 31, 1989 and thereafter, the twelve (12) consecutive month period beginning on each January 1 and ending on each December 31. "Pre-2005 Balances" means Deferred Benefit Account balances as of December 31, 2004, including any Investment Fund performance subsequent to December 31, 2004 (i) credited to such Accounts and (ii) attributable to balances as of December 31, 2004. "Retirement" means any Termination of Service by a Participant after attaining his Permitted Retirement Age, provided that if the Participant is an Independent Director, Retirement shall mean any Termination of Service as a Director after attaining his Permitted Retirement Age. "Scheduled In-Service Withdrawal Account" means an Education Account or a Fixed Period Benefit Account, provided that, on and after January 1, 2003, all Education Accounts shall be converted to Fixed Period Benefit Accounts. "Specified Amount" means $130,000, adjusted as provided in Section 416(i)(1)(A) of the Code. "Specified Employee" means (a) a Participant who is (i) an officer of the Employer by which such Participant is employed and (ii) who has an annual compensation greater than the Specified Amount, (b) a Participant who is a five-percent owner of the Employer by which such Participant is employed, or (c) a Participant who is a one-percent owner of the Employer by which such Participant is employed and having an annual compensation from the Employer of more than $150,000. Status as a Specified Employee shall be determined as of the December 31 most recently preceding Participant's Termination of Service date. 8 As Adopted by the Board of Directors July 15, 2009 "Termination of Service" means: (a) with respect to Participant who is not an Independent Director, a termination of services provided by the Participant to the Employer, whether voluntarily or involuntarily, as determined by the Committee in accordance with Section 409A of the Code and Section 1.409A-1(h) of the Treasury Regulations. In determining whether a Participant who is not an Independent Director has experienced a Termination of Service, the following provisions shall apply: (i) Termination of Service shall occur when the Participant has experienced a termination of employment with the Employer. A Participant shall be considered to have experienced a termination of employment for this purpose when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (A) no further services will be performed by the Participant for the Employer after the applicable date, or (B) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by the Participant (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months). (ii) If the Participant is on military leave, sick leave, or other bona fide leave of absence, other than a Disability leave, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day 9 As Adopted by the Board of Directors July 15, 2009 immediately following 6the end of such 6-month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer. (b) With respect to a Participant who is an Independent Director, a "Termination of Service" shall occur when such Participant ceases to be a Director, provided that Director and Employer do not anticipate resumption of services as a Director or Employee. (c) With respect to a Participant who serves simultaneously as a Director and an employee of Employer, a Termination of Service shall occur as described in paragraph (a) above for all contributions prior to such Termination of Service. Should such Participant continue as a Director following a Termination of Service pursuant to section (a) above, and continue executive deferral contributions under the Plan as an Independent Director, a Termination of Service shall occur pursuant to section (b) above for the purposes of such executive deferral contributions. "Tiffany" means Tiffany and Company, a New York corporation, and any successor organization. "Retirement Account" means a Deferred Benefit Account established pursuant to Section 4.1. "Vested" means that portion of a Participant's Deferred Benefit Accounts to which the Participant has a nonforfeitable right as defined in Section 5.1. "Treasury Regulations" means the Treasury Regulations promulgated pursuant 10 As Adopted by the Board of Directors July 15, 2009 to the Code, as amended from time to time. ARTICLE II MEMBERSHIP IN THE PLAN 2.1 Commencement of Participation. Each Eligible Employee who is an Eligible Employee at any time during the Enrollment Period for any Plan Year shall be eligible to become a Participant in the Plan as of the first day of such Plan Year. Notwithstanding the foregoing, but subject to the limitation expressed in Subsection 3.2 F below, each employee or Director who first becomes an Eligible Employee throughout the course of the Plan Year shall be eligible to become a Participant with respect to said Plan Year as of the first day of the month that is at least thirty (30) days after he is designated as an Eligible Employee provided that he shall have made a written election to become a Participant within thirty (30) days of such designation and provided further that such election shall not be effective with respect to Compensation earned for services performed prior to the date of such election. 2.2 Procedure For and Effect of Admission. Each individual who becomes eligible for admission to participate in this Plan shall complete such forms and provide such data as are reasonably required by the Employer as a condition of such admission. By becoming a Participant, each individual shall for all purposes be deemed conclusively to have assented to the provisions of this Plan and all amendments hereto. 2.3 Cessation of Participation. A Participant shall cease to be a Participant when he incurs a Termination of Service. Such persons, and all active Participants on the termination of the Plan, shall be deemed "former active Participants". Notwithstanding the foregoing, a former active Participant will be deemed a Participant, for all purposes of this Plan except with respect to contributions as described in Article III, as long as such former active Participant retains a benefit pursuant to the terms of Article VI. 11 As Adopted by the Board of Directors July 15, 2009 ARTICLE III PLAN CONTRIBUTIONS 3.1 Executive Deferral Contribution. For each Plan Year, each Eligible Employee may, by timely filing a Deferral Agreement with the Administrator, authorize the Employer to reduce his Base Compensation, his Bonus Compensation, his Directors Compensation or any combination of the foregoing, by fixed percentages, and to have corresponding fixed dollar amounts credited to his Deferred Benefit Accounts in accordance with Section 4.2. Credit to Deferred Benefit Accounts shall be made in equal installments for each pay period in respect of Base Compensation reductions and in a lump sum for each payment in respect of Bonus Compensation and Directors Compensation reductions. Subject to the rules set forth in Section 3.2 below, each Eligible Employee shall file a Deferral Agreement with the Administrator or his appointee during the applicable Enrollment Period for each Plan Year. 3.2 Rules Governing Executive Deferral Contributions. A. Throughout any one Plan Year, a Participant may defer all or any portion of his Compensation, except that a Participant may not defer: less than $2,000 in any Plan Year ending on or before December 31, 2002 or less than $1,000 in any other Plan Year (except Plan Years in which the Participant elects not to defer any portion of his Compensation); more than 50% of Base Compensation in any Plan Year; or more than 90% of Bonus Compensation payable in any Plan Year ending after December 31, 2002; or, for a person who becomes an Eligible Employee during the course of a Plan Year, any portion of Base Compensation or Bonus Compensation applicable to services performed prior to the Eligible Employee's date of election in that Plan Year. B. The amount of Compensation that a Participant elects to defer shall be credited to the Participant's Deferred Benefit Accounts during each Plan Year on or about 12 As Adopted by the Board of Directors July 15, 2009 that date on which the Participant would have, but for his deferral election, have been paid such Compensation. C. An election to defer Compensation pursuant to this Plan is irrevocable and shall continue until the earlier of: (i) the Participant's Termination of Service, or (ii) the end of the Plan Year for which the deferral is effective. D. In respect of Bonus Compensation, an election to defer must be made no later than six months before the end of the fiscal year with respect to which such Bonus Compensation relates. E. Except as expressly provided in subsection D. above, each Eligible Employee shall file a Deferral Agreement with the Administrator during the applicable Enrollment Period for the Plan Year in question. F. No person who becomes an Eligible Employee during the course of Employer's Fiscal Year may file a Deferral Agreement with respect to Bonus Compensation for that Fiscal Year except as expressly provided in subsection D. above. 13 As Adopted by the Board of Directors July 15, 2009 ARTICLE IV PARTICIPANT'S ACCOUNTS 4.1 Establishment of Accounts. The following Deferred Benefit Accounts shall be established with respect to each Participant: A. Retirement Account, B. Scheduled In-Service Withdrawal Accounts. All contributions on behalf of a Participant shall be deposited to the appropriate Deferred Benefit Account, in accordance with Section 4.2. 4.2 Deferred Benefit Allocation. Each Eligible Employee shall submit to the Administrator, before the close of the Enrollment Period for each Plan Year, a written statement specifying the Eligible Employee's allocation of anticipated contributions with respect to his Deferred Benefit Accounts. 4.3 Suballocation Within the Deferred Benefit Accounts. A. Retirement Subaccounts. In the event a Participant shall allocate a portion of his anticipated contributions to his Retirement Account, he may, during each applicable Enrollment Period, direct that portion of his anticipated contributions to (i) a lump sum subaccount or to (ii) one of three installment subaccounts. Each Participant may only have one such Retirement subaccount. Subject to Section 6.1.F below, the lump sum Retirement subaccount will be paid out in a lump sum within ninety (90) days of Retirement, and the installment Retirement subaccount will be paid in five (5), ten (10), fifteen (15) or twenty (20) annual installments, all pursuant to Section 6.1. In the absence 14 As Adopted by the Board of Directors July 15, 2009 of such designation, contributions for that Plan Year will be paid out in a lump sum as aforesaid. Participants may, by written election made before December 31, 2006, redirect contributions made before the date of such election to Participant's Retirement Account from the lump sum Retirement subaccount or any of the three installment Retirement subaccounts to the lump sum account or to any of the three installment subaccounts, provided (i) that each Participant shall, at the conclusion of such redirection process, have only one Retirement subaccount; and (ii) that such redirection shall not affect payments the Participant would otherwise receive in calendar year 2005 or 2006. On and after August 1, 2009, Participants shall have a one-time option to redirect, by written election, contributions made before the date of such election to Participant's Retirement Account from the lump sum Retirement subaccount or any of the three installment Retirement subaccounts to the lump sum Retirement account or to any of the three installment Retirement subaccounts, provided (i) that each Participant shall, at the conclusion of such redirection process, have only one Retirement subaccount; (ii) that Participant's Retirement shall occur no earlier than one year after Participant's written election for redirection is received by the Plan Administrator; and (iii) Participant elects that distributions under the Retirement Subaccount resulting from the redirection hereunder, whether in a lump sum account or any of the three installment subaccounts, shall commence five years after Participant's Retirement. Should Participant's Retirement occur within one year following the date on which the Plan Administrator receives the written election for redirection under this paragraph, such written election shall be deemed null and void and Participant's prior written election shall apply. 15 As Adopted by the Board of Directors July 15, 2009 B. Education Subaccounts. In the event a Participant shall allocate a portion of his anticipated contributions to his Education Account, the Participant may further allocate amongst subaccounts on behalf of Eligible Students. Said allocation shall be made in writing prior to the beginning of the Plan Year on Participant's Deferral Agreement, or such other forms as are required by the Administrator. In the absence of such suballocation, all contributions to the Participant's Education Account shall be equally allocated among the Participant's Education subaccounts. A Participant's election pursuant to Section 4.5 shall apply uniformly to each subaccount. A Participant, in any one Plan Year, may not allocate less than $1,000 (except in Plan Years in which the Participant elects not to defer any portion of his Compensation) to any one Education subaccount. Notwithstanding the foregoing, no Education Accounts shall be established effective following the Plan Year ending December 31, 2002, and all Education Accounts in effect as of such date shall be converted to Fixed Period Benefit Accounts or subaccounts by filing a conversion schedule with the Administrator by which benefits payable in respect of each such Education Account and subaccount shall become payable upon a specific Benefit Distribution Date provided, however, that no conversion schedule shall permit amounts accumulated pursuant to the Plan prior to January 1, 2003 to be paid to a Participant or Beneficiary prior to the time such Participant or Beneficiary would have been entitled to such payment under the Plan as it existed prior to the amendments made effective January 1, 2003. C. Fixed Period Benefit Subaccounts. In the event a Participant shall allocate a portion of his anticipated contributions to his Fixed Period Benefit Account, the Participant may further allocate amongst subaccounts differentiated by Benefit Distribution Dates. Said allocation shall be made in writing prior to the beginning of the Plan Year on Participant's Deferral Agreement, or such other forms as are required by the Administrator, provided that (i) each Participant shall have a one-time option in respect of each of his Benefit Distribution Dates to change such Benefit Distribution Date to a date at least five years subsequent to such original Benefit Distribution Date 16 As Adopted by the Board of Directors July 15, 2009 and (ii) such option is exercised, if at all, at least one year prior to the original Benefit Distribution Date by written notice to the Administrator. In the absence of such suballocation, all contributions to the Participant's Fixed Period Benefit Account shall be equally allocated among Participant's subaccounts. A Participant's election pursuant to Section 4.5 shall apply uniformly to each subaccount. A Participant, in any one Plan Year, may not allocate less than $1,000 (except in Plan Years in which the Participant elects not to defer any portion of his Compensation) to any one Fixed Period subaccount. For elections made prior to November of 2002, a Participant shall not elect a Benefit Distribution Date with respect to the Fixed Period Benefit Account which occurs prior to twenty-four (24) months from the date on which the first contribution to such subaccount is first credited except as provided in Section 4.1 above. For elections made in or after November of 2002, a Participant shall not elect a Benefit Distribution Date with respect to a Scheduled In-Service Withdrawal Account which occurs prior to twenty-four (24) months from the last day in the Plan Year in which such election is made. 4.4 Irrevocable Benefit Allocation. Once an Eligible Employee has allocated anticipated contributions under the Plan and the Plan Year has begun, he may not modify, alter, amend or revoke said allocations. Notwithstanding, a Participant may, prior to the commencement of a new Plan Year, elect to modify, alter, amend or revoke his future allocations to his Deferred Benefit Accounts to the extent the Administrator shall provide, effective the first day of such new Plan Year. 4.5 Directed Valuation of Deferred Benefit Accounts. As provided herein, a participant may direct that his Deferred Benefit Accounts be valued, in accordance with Section 4.7, as if the account was invested in one or more of the Investment Funds listed in Schedule 4.5 attached. The Committee may, from time to time, add additional Investment Funds to Schedule 4.5. A Participant shall submit to the Plan Administrator in writing his investment selection for evaluation purposes. The Participant may select one or more investment funds in multiples of 1%. A Participant may make a separate selection with respect to each Deferred Benefit Account. Investment Fund elections may be made daily. 17 As Adopted by the Board of Directors July 15, 2009 4.6 Administration of Investments. The investment gain or loss with respect to contributions made to the Deferred Benefit Accounts on behalf of a Participant shall continue to be determined in the manner selected by the Participant, pursuant to Section 4.5, until a new designation is filed with the Plan Administrator. If any Participant fails to file a designation, he shall be deemed to have designated the first Investment Fund listed in Schedule 4.5 attached. A designation filed by a Participant changing his Investment Funds shall apply to future contributions and/or amounts already accumulated in his Deferred Benefit Accounts. A Participant may change his investment selection at any time throughout the course of each Plan Year. Notwithstanding the foregoing sentence, the Administrator retains the discretion to restrict the quantity of investment changes made by a participant in a Plan Year, should that Participant's investment changes indicate market timing or other abuse. 4.7 Valuation of Deferred Benefit Accounts. The Deferred Benefit Accounts of each Participant shall be valued, on any date prior to complete distribution of all benefits due Participant under this Plan, based upon the performance of the Investment Fund(s) selected by the Participant. Such valuation shall reflect the net asset value expressed per share of the designated Investment Fund(s). The fair market value of an Investment Fund shall be determined by the Administrator. It shall represent the fair market value of all securities or other property held for the respective fund, plus cash and accrued earnings, less accrued expenses and proper charges against the fund. Each Deferred Benefit Account shall be valued separately. A valuation summary shall be prepared on each Determination Date. 4.8 Investment Obligation of the Employer. Benefits are payable as they become due irrespective of any actual investments the Employer may make to meet its obligations. Neither the Employer, nor any trustee (in the event the Employer elects to use a grantor trust to accumulate funds) shall be obligated to purchase or maintain any asset, and any reference to investments or Investment Funds is solely for the purpose of computing the value of benefits. To the extent a Participant or any person acquires a right to receive payments from the Employer under this Plan, such right shall be no greater than the right of any unsecured creditor of the Employer. 18 As Adopted by the Board of Directors July 15, 2009 4.9 Change of Funds. In the event that any of the Investment Funds designated in Schedule 4.5 attached materially changes its investment objectives, adopts a plan of liquidation, ceases to report its net asset values or otherwise ceases to exist, the Employer may amend this Plan by designating new or additional funds for the purposes of Section 4.7 and each Participant shall redirect the valuation of his or her Deferred Benefit Accounts effective with the date of such amendment. 19 ARTICLE V VESTING 5.1 Vesting Schedule. A Participant shall have a fully Vested interest with respect to Executive Deferral Contributions and Investment Fund performance credited to his Deferred Benefit Accounts, in all instances and at all times. ARTICLE VI BENEFITS/DISTRIBUTIONS 6.1 Termination of Service. A. If a Participant incurs a Termination of Service for any reason, the Employer shall pay to the Participant, or to the Participant's Beneficiary if applicable, a benefit equal to the value of Participant's Deferred Benefit Accounts, determined pursuant to Section 4.7 and Section 5.1 on such distribution dates as may be applicable under this Article VI. B. Subject to Section 6.1.F below, with the exception of funds allocated to the Participant's Retirement Account, if the Participant incurs a Termination of Service for any reason, the benefit hereunder, including funds allocated to the Participant's Scheduled In-Service Withdrawal Accounts, shall be paid to the Participant or the Participant's beneficiary, as applicable, as a lump sum within ninety (90) days of the date of such Termination of Service, provided that Participant has no discretion or control in determining the Plan Year in which such lump sum amount is paid. C. Subject to Section 6.1.F below, with respect to funds 20 As Adopted by the Board of Directors July 15, 2009 allocated to the Participant's Retirement Account, if the Participant incurs a Termination of Service for any reason other than his Retirement or Disability, the benefit hereunder allocated to such Retirement Account, shall be paid to the Participant or the Participant's beneficiary, as applicable, as a lump sum within ninety (90) days of the date of such Termination of Service. D. Subject to Section 6.1.F below, with respect to funds allocated to the Participant's Retirement Account, if the Participant incurs a Termination of Service by reason of his Retirement, the benefit hereunder allocated to such Retirement Account, shall be paid to the Participant or the Participant's beneficiary, as provided in Section 6.2 below. E. With respect to funds allocated to the Participant's Retirement Account, if the Participant incurs a Termination of Service by reason of his Disability, the Participant shall remain as a Participant in the Plan but shall be ineligible for further contributions to his Deferred Benefit Accounts as described in Article III. In that circumstance, funds allocated to the Participant's Retirement Account shall be paid to him commencing on his 65th birthday in the form he elected pursuant to Section 4.3A. F. Notwithstanding anything stated in this Plan to the contrary, if a Participant who is a Specified Employee incurs a Termination of Service, other than by reason of such Participant's death or Disability, no distribution of, payment from or benefit in lieu of Participant's Deferred Benefit Accounts other than Pre-2005 Balances shall be made until the expiration of a period of six months following such Separation of Service, and any payments otherwise scheduled under this Plan during such six-month period shall be deemed deferred until the earlier of the expiration of such six-month period or such Participant's death. On the expiration of such six month period (or such Participant's death) all such deferred payments shall be promptly made and all other payments shall be made as otherwise scheduled or provided for herein. 21 As Adopted by the Board of Directors July 15, 2009 6.2 Retirement Account - Form of Payment: A. Subject to Section 6.1F, if the Participant's Termination of Service shall occur as a result of Participant's Retirement or Disability, and the Participant has elected deferrals to a lump sum subaccount under Section 4.3A, the value of such subaccount is to be paid to the Participant within 90 days of (i) the date of his Retirement, (ii) in the case of Participant who has made a written election on and after August 1, 2009 for redirection, pursuant to the fifth paragraph of 4.3A, the fifth anniversary of his Retirement, or (iii) in the case of Disability, his 65th birthday; provided that, in all cases, Participant has no discretion or control in determining the Plan Year in which such lump sum amount is paid. Subject to Section 6.1F, if the Participant's Termination of Service shall occur as a result of Participant's Retirement or Disability, and the Participant has elected deferrals to an installment subaccount under Section 4.3A, the benefit in respect of such subaccount shall be paid by Employer to Participant in five, ten, 15 or 20 annual installments beginning within 90 days of (x) the date of his Retirement, (y) in the case of Participant's written election on and after August 1, 2009 for redirection, pursuant to the fifth paragraph of 4.3A, the fifth anniversary of Participant's Retirement, or (z) in the case of Disability, his 65th birthday; provided that, in all cases, Participant has no discretion or control in determining the Plan Year in which such lump sum amount is paid; and with each subsequent annual installment to be paid on or before February 1 of each subsequent year, determined as follows: 22 As Adopted by the Board of Directors July 15, 2009
Five Annual Installments Benefit Year Percentage of Installment Retirement Account 1 (Year of Retirement/5th anniversary of Retirement/65th birthday) 20% 2 25% 3 33% 4 50% 5 100% Ten Annual Installments Benefit Year Percentage of Installment Retirement Account 1 (Year of Retirement/5th anniversary of Retirement/65th birthday) 10% 2 11% 3 13% 4 14% 5 17% 6 20% 7 25% 8 33% 9 50% 10 100% Fifteen Annual Installments Benefit Year Percentage of Installment Retirement Account 1 (Year of Retirement /5th anniversary of Retirement/65th birthday) 7% 2 7% 3 8% 4 8% 5 9% 6 10% 7 11% 8 12% 9 12% 10 17% 11 20% 12 25% 13 33% 14 50% 15 100%
23 As Adopted by the Board of Directors July 15, 2009 Twenty Annual Installments Benefit Year Percentage of Installment Retirement Account 1 (Year of Retirement/5th anniversary of Retirement/65th birthday) 5% 2 5% 3 6% 4 6% 5 6% 6 7% 7 7% 8 8% 9 8% 10 9% 11 10% 12 11% 13 13% 14 14% 15 17% 16 20% 17 25% 18 33% 19 50% 20 100% In the event a Participant receiving such installments dies before all installments are paid, Beneficiary shall receive the balance remaining in such subaccount in a lump sum. B. Subject to Section 6.1.F, notwithstanding any provision to the contrary, if at the time benefits are to commence, the Participant's Retirement Account has a value less than $10,000, the Participant's benefit hereunder shall be paid to the Participant as a lump sum within ninety (90) days of Participant's Termination of Service, provided that Participant has no discretion or control in determining the Plan Year in which such lump sum amount is paid. 24 As Adopted by the Board of Directors July 15, 2009 6.3 Education Account. A. If a Participant does not incur a Termination of Service prior to January 1 of the calendar year in which an Eligible Student of the Participant attains a Determination Age, the Employer shall pay to the Participant a benefit, as soon as administratively possible, determined as follows: Eligible Student's Percentage of Eligible Determination Age Student's Subaccount 18 25% 19 33% 20 50% 21 100% B. Subject to Section 6.1F if a Participant should incur a Termination of Service for any reason while having a balance in his Education Account, the Vested portion of the balance shall be distributed to the Participant, or Beneficiary if applicable, in accordance with Section 6.1. C. Notwithstanding any provision to the contrary, if, on the January 1 of the calendar year in which an Eligible Student of Participant attains age 18, the Eligible Student's subaccount has a balance of less than $20,000, then said balance shall be paid to the Participant as soon as administratively possible. 6.4 Fixed Period Benefit Account. A. If a Participant does not incur a Termination of Service prior to a designated Benefit Distribution Date, the Employer shall pay to the Participant a benefit equal to the balance of the Participant's subaccount which has been earmarked with respect to said Benefit Distribution Date, provided, however, that each Participant shall have a one-time option in respect of each such Benefit Distribution Date, to postpone the Benefit Distribution Date for no less than five years, such option to be exercised, if at all, by written notice give to the Administrator no less than one year earlier than such original Benefit Distribution Date. 25 As Adopted by the Board of Directors July 15, 2009 B. Subject to Section 6.1.F, if a Participant should incur a Termination of Service for any reason while having a balance in his Fixed Period Benefit Account, the balance shall be distributed to the Participant, or Beneficiary, if applicable, in accordance with Section 6.1 26 As Adopted by the Board of Directors July 15, 2009 6.5 Unforeseeable Emergency Distribution. A. In the event of an unforeseen emergency, a Participant may apply in writing to the Committee for withdrawal against his Deferred Benefit Accounts. The withdrawal shall only be allowed at the discretion of the Committee and for purposes which constitute an "unforeseeable emergency" as defined in Section 409A(a)(2)(B)(ii)(I) of the Code and regulations promulgated thereunder. For the purpose of withdrawals, the value of all Deferred Benefit Accounts shall be determined on the Determination Date next following the date as of which the application is approved by the Committee and shall be paid as soon as practical thereafter. The Committee shall approve such application only to relieve an unforeseeable emergency and shall make no distribution in excess of the amounts necessary to satisfy such emergency plus amounts necessary to pay taxes reasonably anticipated by the Participant as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). In making a determination whether to approve any such application, the Committee may require the Participant to submit such proof as to the existence of such unforeseeable emergency as the Committee shall deem necessary and shall consider all relevant facts and circumstances presented by the Participant. All determinations under this Section shall be based upon uniform and nondiscriminatory rules and standards applicable to all Participants similarly situated and shall be final, conclusive and binding on all interested parties. 27 As Adopted by the Board of Directors July 15, 2009 B. To the extent a withdrawal shall be permitted pursuant to this Section 6.5, the Participant's Deferred Benefit Accounts shall be correspondingly reduced in the following order: 1. The Fixed Period Benefit Account, 2. The Education Account, 3. The Retirement Account. 6.6 Tax Withholding. To the extent required by the law in effect at the time benefits are distributed pursuant to this Article VI, the Employer or its agents shall withhold any taxes required by the federal or any state or local government from payments made hereunder. 28 As Adopted by the Board of Directors July 15, 2009 .. ARTICLE VII ADMINISTRATION 7.1 Appointment of Administrator. Tiffany shall appoint, on behalf of all Participants, an Administrator. The Administrator may be removed by Tiffany at any time and he may resign at any time by submitting his resignation in writing to Tiffany. A new Administrator shall be appointed as soon as possible in the event that the Administrator is removed or resigns from his position. Any person so appointed shall signify his acceptance by filing a written acceptance with Tiffany. 7.2 Administrator's Responsibilities. The Administrator is responsible for the day to day administration of the Plan. He may appoint other persons or entities to perform any of his fiduciary functions. Such appointment shall be made and accepted by the appointee in writing and shall be effective upon the written approval of Tiffany. The Administrator and any such appointee may employ advisors and other persons necessary or convenient to help him carry out his duties including his fiduciary duties. The Administrator shall have the right to remove any such appointee from his position. Any person, group of persons or entity may serve in more than one fiduciary capacity. 7.3 Records and Accounts. The Administrator shall maintain or shall cause to be maintained accurate and detailed records and accounts of Participants and of their rights under the Plan and of all investments, receipts, disbursements and other transactions. Such accounts, books and records relating thereto shall be open at all reasonable times to inspection and audit by the Employer and by persons designated thereby. 7.4 Administrator's Specific Powers and Duties. In addition to any powers, rights and duties set forth elsewhere in the Plan, the Administrator shall have the following discretionary powers and duties: 29 As Adopted by the Board of Directors July 15, 2009 A. To adopt such rules and regulations consistent with the provisions of the Plan; B. To enforce the Plan in accordance with its terms and any rules and regulations he establishes; C. To maintain records concerning the Plan sufficient to prepare reports, returns and other information required by the Plan or by law; D. To construe and interpret the Plan and to resolve all questions arising under the Plan; E. To direct the Employer to pay benefits under the Plan, and to give such other directions and instructions as may be necessary for the proper administration of the Plan; F. To be responsible for the preparation, filing and disclosure on behalf of the Plan of such documents and reports as are required by any applicable federal or state law. 7.5 Employer's Responsibility to Administrator. The Employer shall furnish the Administrator such data and information as he may require. The records of the Employer shall be determinative of each Participant's period of employment, termination of employment and the reason therefor, leave of absence, reemployment, years of service, personal data, and compensation reductions. Participants and their Beneficiaries shall furnish to the Administrator such evidence, data, or information, and execute such documents as the Administrator requests. 7.6 Liability. Neither the Administrator nor the Employer shall be liable to any person for any action taken or omitted in connection with the administration of this Plan unless attributable to his own fraud or willful misconduct; nor shall the Employer be liable to any person for such action unless attributable to fraud or willful misconduct on the part of the director, officer or employee of the Employer. 30 As Adopted by the Board of Directors July 15, 2009 7.7 Procedure to Claim Benefits. Each Participant or Beneficiary must claim any benefit to which he is entitled under this Plan by a written notification to the Administrator. If a claim is denied, it must be denied within a reasonable period of time, and be contained in a written notice stating the following: A. The specific reason for the denial, B. Specific reference to the Plan Provision on which the denial is based, C. Description of additional information necessary for the claimant to present his claim, if any, and an explanation of why such material is necessary, and D. An explanation of the Plan's claim procedure. The claimant will have sixty (60) days to request a review of the denial by the Administrator, who will provide a full and fair review. The request for review must be written and submitted to the same person who handles initial claims. The claimant may review pertinent documents, and he may submit issues and comments in writing. The decision by the Administrator with respect to the review must be given within sixty (60) days after receipt of the request, unless special circumstances require an extension (such as for a hearing). In no event shall the decision be delayed beyond one hundred twenty (120) days after receipt of the request for review. The decision shall be written in a manner calculated to be understood by the claimant, and it shall include specific reasons and refer to specific Plan provisions as to its effect. 31 As Adopted by the Board of Directors July 15, 2009 ARTICLE VIII AMENDMENT AND TERMINATION 8.1 Plan Amendment. The Plan may be amended in whole or in part by Tiffany and Parent at any time; provided that no such amendment shall reduce any Participant's Vested Deferred Benefits. Notice of any such amendment shall be given in writing to each Participant and each Beneficiary of a deceased Participant. 8.2 No Premature Distribution. No amendment hereto shall permit amounts accumulated pursuant to the Plan prior to the amendment to be paid to a Participant or Beneficiary prior to the time he would otherwise be entitled thereto. 8.3 Termination of the Plan. Tiffany reserves the right to terminate the Plan and/or the Deferral Agreements pertaining to Participants at any time in the event that Tiffany, in its sole discretion, shall determine that the economics of the Plan have been adversely and materially affected by a change in the tax laws, other governmental action or other event beyond the control of the Participant and Tiffany or that the termination of the Plan is otherwise in the best interest of the Tiffany. 8.4 Effect of Termination. In the event of Plan termination pursuant to Section 8.3, the Employer shall pay a benefit to the Participant or the Beneficiary of any deceased Participant as otherwise required under the Plan provided that the Employer retains the discretion, in the event of a Plan termination meeting the requirements of Section 1.409A-3 (j)(4)(ix) of the Treasury Regulations, to pay a lump-sum benefit in accordance with such Treasury Regulation to each Participant or the Beneficiary of any deceased Participant, in lieu of other benefits under this Plan, equal to the full value of Participant's Deferred Benefit Accounts determined pursuant to Section 4.7. 8.5 Adverse Determination. Notwithstanding anything stated to the contrary in this Plan, if at any time, as a result of a Final Determination, a tax is payable by a Participant in respect of any benefit under this Plan prior to payment under the terms of this Plan of such benefit, then Employer shall pay to the Participant who is required to pay such tax the amount of such tax and such Participant's Deferred Benefits shall be reduced by the amount of such tax. Employer reserves the right, in its sole discretion, to allocate the amount of such tax among the various Deferred Benefit Accounts of any Participant who is required to pay such tax. For the purposes of this Section 8.5 the term "Final Determination" means (i) an assessment of tax by the United 32 As Adopted by the Board of Directors July 15, 2009 States Internal Revenue Service addressed to the Participant or his Beneficiary which is not timely appealed to the courts; (ii) a final determination by the United States Tax Court or any other Federal Court, the time for an appeal thereof having expired or been waived; or (iii) an opinion by Employer's counsel, addressed to Employer and in form and substance satisfactory to Employer, to the effect that amounts payable under the Plan are subject to Federal income tax to the Participant or his Beneficiary prior to payment under the terms of the Plan. No Final Determination shall be deemed to have occurred until the Employer has actually received a copy of the assessment, court order or opinion which forms the basis thereof and such other documents as it may reasonably request. 33 As Adopted by the Board of Directors July 15, 2009 ARTICLE IX MISCELLANEOUS 9.1 Supplemental Benefits. The benefits provided for the Participants under this Plan are in addition to benefits provided by any other plan or program of the Employer and, except as otherwise expressly provided for herein, the benefits of this Plan shall supplement and shall not supersede any plan or agreement between the Employer and any Participant. 9.2 Governing Law. The Plan shall be governed and construed under the laws of the State of New York as in effect at the time of its adoption. 9.3 Jurisdiction. The courts of the State of New York shall have exclusive jurisdiction in any or all actions arising under this Plan. 9.4 Binding Terms. The terms of this Plan shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, executors, administrators and successors. 9.5 Spendthrift Provision. The interest of any Participant or any beneficiary receiving payments hereunder shall not be subject to anticipation, nor to voluntary or involuntary alienation until distribution is actually made. 9.6 No Assignment Permitted. No Participant, Beneficiary or heir shall have any right to commute, sell, transfer, assign or otherwise convey the right to receive any payment under the terms of this Plan. Any such attempted assignment shall be considered null and void. 9.7 Construction. All headings preceding the text of the several Articles hereof are inserted solely for reference and shall not constitute a part of this Plan, nor affect its meaning, construction or effect. Where the context admits, words in the masculine gender shall include the feminine and neuter genders, and the singular shall mean the plural. 34 As Adopted by the Board of Directors July 15, 2009 9.8 No Employment Agreement. Nothing in this Plan or in any Deferral Agreement entered into under this Plan shall confer on any Participant the right to continued employment with any Employer and, except as expressly set forth in a written agreement entered into with the express authorization of the Board of Directors of Employer, both the Participant and the Employer shall be free to terminate Participant's employment for any cause or without cause. 9.9 2005 and Subsequent Amendments. None of the amendments made to this Plan in 2005 or after shall be read to invalidate any election made on or prior to December 31, 2004 that would have been permissible under the terms of the Plan as it existed on December 31, 2004 and such elections shall be deemed to remain in effect unless changed as expressly provided for hereunder. [the balance of this page has been left intentionally blank - signature page to follow] 35 As Adopted by the Board of Directors July 15, 2009 Tiffany and Company ("Tiffany") By: /s/ Patrick B. Dorsey ______________________ Name: Patrick B. Dorsey Title: Senior Vice President - Secretary Attest: /s/ Robyn M. Wapner ____________________ Name: Robyn M. Wapner Title: Assistant Secretary Tiffany & Co. ("Parent") By: /s/ Michael J. Kowalski _______________________ Name: Michael J. Kowalski Title: Chief Executive Officer Attest: /s/ Robyn M. Wapner ___________________________ Name: Robyn M. Wapner Title: Assistant Secretary 36 As Adopted by the Board of Directors July 15, 2009 Schedule 4.5 to Tiffany and Company Executive Deferral Plan Effective January 1, 2003 1. Gartmore GVIT Money Market Fund - Money Market 2. Federated Quality Bond Fund - Bond 3. Fidelity Equity Income Fund - Large Cap Value 4. Fidelity VIP II Contra Fund - Large Cap Blend 5. Janus Aspen Capital Appreciation Fund - Large Cap Growth 6. Dreyfus Stock Index Fund - S&P Index 7. Gartmore Small Cap Value Fund - Small Cap Value 8. Neuberger Berman Mid Cap Growth Fund - Mid Cap Growth 9. Janus Aspen International Growth Fund - International Developed Market 10. Gartmore GVIT Small Cap Growth Fund - Small Cap Growth 11. Goldman Sachs VIT Mid Cap Value Fund - Mid Cap Value 12. Oppenheimer Global Securities Fund - Global Equity 37 As Adopted by the Board of Directors July 15, 2009 EX-99 3 ex10_128.txt GROUP LT POLICY Exhibit 10.128 - -------------------------------------------------------------------------------- FIRST RELIANCE STANDARD Life Insurance Company Home Office: New York, New York - -------------------------------------------------------------------------------- POLICYHOLDER: Tiffany and Company POLICY NUMBER: LTD 109406 EFFECTIVE DATE: September 1, 2003, as amended through May 1, 2009 ANNIVERSARY DATES: September 1, 2004 and each September 1st thereafter. PREMIUM DUE DATES: The first Premium is due on the Effective Date. Further Premiums are due monthly, in advance, on the first day of each month. This Policy is delivered in New York and is governed by its laws and/or the Employee Retirement Income Security Act of 1974 ("ERISA") as amended, where applicable. First Reliance Standard Life Insurance Company is referred to as "we", "our" or "us" in this Policy. The Policyholder and any subsidiaries, divisions or affiliates are referred to as "you", "your" or "yours" in this Policy. We agree to provide insurance to you in exchange for the payment of Premium and a signed Application. This Policy provides income replacement benefits for Total Disability from Sickness or Injury. It insures those Eligible Persons for the Monthly Benefit shown on the Schedule of Benefits. The insurance is subject to the terms and conditions of this Policy. The Effective Date of this Policy is shown above. This Policy stays in effect as long as Premium is paid when due. The "TERMINATION OF THIS POLICY" section of the GENERAL PROVISIONS explains when the insurance terminates. This Policy is signed by our President and Secretary. /s/ Charles Denaro /s/ Laurence Daurelle Secretary President Countersigned___________________________________________________________________ Licensed Resident Agent GROUP LONG TERM DISABILITY INSURANCE NON-PARTICIPATING This Long Term Disability Policy amends the Long Term Disability Policy previously issued to you by us. It is issued on April 28, 2009. FIRST RELIANCE STANDARD LIFE INSURANCE COMPANY Office: New York, New York GROUP POLICY NUMBER:LTD 109406 POLICY EFFECTIVE DATE: September 1, 2003 as amended through May 1, 2009 POLICY DELIVERED IN:New York ANNIVERSARY DATE:September 1st in each year Application is made to us by: Tiffany and Company This Application is completed in duplicate, one copy to be attached to your Policy and the other returned to us. It is agreed that this Application takes the place of any previous application for your Policy. Signed at 600 Madison Avenue, NY, NY this 5/11 day of 2009 --------------------------- -------- ---------- Policyholder:Tiffany and Company Agent: ---------------------------- ------------------------ By: /s/ Sol Klein ---------------------------- ------------------------- (Signature) (Licensed Resident Agent) Dir - US Employee Benefits ---------------------------- (Title Please sign and return. Any person who knowingly and with intent to defraud any insurance company or other person files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to a civil penalty not to exceed five thousand dollars and the stated value of the claim for each such violation.
TABLE OF CONTENTS Page SCHEDULE OF BENEFITS......................................................................................................1.0 DEFINITIONS...............................................................................................................2.0 CERTAIN RESPONSIBILITIES OF THE POLICYHOLDER..............................................................................3.0 TRANSFER OF INSURANCE COVERAGE............................................................................................4.0 GENERAL PROVISIONS........................................................................................................5.0 Entire Contract Changes Time Limit on Certain Defenses Records Maintained Clerical Error Misstatement of Age Not in Lieu of Workers' Compensation Conformity with State Laws Certificate of Insurance Termination of this Policy CLAIMS PROVISIONS.........................................................................................................6.0 Notice of Claim Claim Forms Written Proof of Total Disability Payment of Claims Arbitration of Claims Physical Examination and Autopsy Legal Actions INDIVIDUAL ELIGIBILITY, EFFECTIVE DATE AND TERMINATION....................................................................7.0 General Group Eligibility Requirements Waiting Period Effective Date of Individual Insurance Termination of Individual Insurance Individual Reinstatement PREMIUMS..................................................................................................................8.0 BENEFIT PROVISIONS........................................................................................................9.0 EXCLUSIONS...............................................................................................................10.0 LIMITATIONS..............................................................................................................11.0 ACTIVITIES OF DAILY LIVING BENEFIT (ADL).................................................................................12.0 SPECIFIC INDEMNITY BENEFIT...............................................................................................13.0 SURVIVOR BENEFIT - LUMP SUM..............................................................................................14.0 WORK INCENTIVE AND CHILD CARE BENEFITS...................................................................................15.0 FAMILY AND MEDICAL LEAVE OF ABSENCE BENEFIT..............................................................................16.0 MILITARY SERVICES LEAVE OF ABSENCE COVERAGE..............................................................................16.1 REHABILITATION BENEFIT...................................................................................................17.0
SCHEDULE OF BENEFITS NAME OF SUBSIDIARIES, DIVISIONS OR AFFILIATES TO BE COVERED: Tiffany NJ, Iridese, Inc., Tiffany Atlantic City "Affiliate" means any corporation, partnership, or sole proprietor under the common control of the Policyholder. ELIGIBLE CLASSES: Each active, Full-time and part time employee hired prior to January 1, 1994 and part time employee who transferred from full time after satisying the initial waiting period for eligibility. except any person employed on a temporary or seasonal basis. "Part-time" means working for you for a minimum of 20 hours during a person's regular work week. WAITING PERIOD: Present Employees: None Future Employees: 90 days of continuous employment. INDIVIDUAL EFFECTIVE DATE: The day immediately following completion of the Waiting Period, if applicable. INDIVIDUAL REINSTATEMENT: 12 months MINIMUM PARTICIPATION REQUIREMENTS: Percentage: 75% Number of Insureds: 10 LONG TERM DISABILITY BENEFIT ELIMINATION PERIOD: 1) 180 consecutive days of Total Disability, if Total Disability is not caused by, contributed to by, or resulting from a Pre-existing Condition; 2) the greater of (a) 180 consecutive days of Total Disability; or (b) the number of consecutive days of Total Disability which ends 12 months after the Insured's Effective Date of Individual Insurance, or, in the case of an increase in benefits, 12 months from the effective date of the benefit increase, if Total Disability is caused by, contributed to by, or resulting from a Pre-Existing Condition. Any Elimination Period due to a Pre-existing Condition is considered a waiting period and not a permanent bar to receiving a Monthly Benefit. MONTHLY BENEFIT: The Monthly Benefit is an amount equal to 60% of Covered Monthly Earnings, payable in accordance with the section entitled Benefit Amount. MINIMUM MONTHLY BENEFIT: In no event will the Monthly Benefit payable to an Insured be less than the greater of: (1) 10% of the Covered Monthly Earnings multiplied by the Monthly Benefit percentage(s) as shown above; or (2) $100 MAXIMUM MONTHLY BENEFIT: $10,000 (this is equal to a maximum Covered Monthly Earnings of $16,667). Page 1.0 MAXIMUM DURATION OF BENEFITS: Benefits will not accrue beyond the longer of: the Duration of Benefits; or Normal Retirement Age; specified below: Age at Disablement Duration of Benefits (in years) ------------------ ------------------------------- 61 or less To Age 65 62 3 1/2 63 3 64 2 1/2 65 2 66 1 3/4 67 1 1/2 68 1 1/4 69 or more 1 OR Normal Retirement Age as defined by the 1983 Amendments to the United States Social Security Act and determined by the Insured's year of birth, as follows: Year of Birth Normal Retirement Age ------------- -------------------------- 1937 or before 65 years 1938 65 years and 2 months 1939 65 years and 4 months 1940 65 years and 6 months 1941 65 years and 8 months 1942 65 years and 10 months 1943 thru 1954 66 years 1955 66 years and 2 months 1956 66 years and 4 months 1957 66 years and 6 months 1958 66 years and 8 months 1959 66 years and 10 months 1960 and after 67 years CHANGES IN MONTHLY BENEFIT: Increases in the Monthly Benefit are effective on the date of the change, provided the Insured is Actively at Work on the effective date of the change. If the Insured is not Actively at Work on that date, the effective date of the increase in the benefit amount will be deferred until the date the Insured returns to Active Work. Decreases in the Monthly Benefit are effective on the date the change occurs. If an increase in, or initial application for, the Monthly Benefit is due to a life event change (such as marriage, birth or specific changes in employment status), proof of health will not be required provided the Insured applies within 31 days of such life event. CONTRIBUTIONS: Insured: 100% Contributions for the Insured are being made on a post-tax basis. For purposes of filing the Insured's Federal Income Tax Return, this means that under the law as of the date this Policy was issued, the Insured's Monthly Benefit might be treated as non-taxable. It is recommended that the Insured contact his/her personal tax advisor. Page 1.1 DEFINITIONS "Actively at Work" and "Active Work" mean actually performing on a Full-time or Part-time basis the material duties pertaining to his/her job in the place where and the manner in which the job is normally performed. This includes approved time off such as vacation, jury duty and funeral leave, but does not include time off as a result of an Injury or Sickness. "Claimant" means an Insured who makes a claim for benefits under this Policy for a loss covered by this Policy as a result of an Injury to or a Sickness of the Insured. "Covered Monthly Earnings" means the Insured's monthly salary received from you on the day just before the date of Total Disability, prior to any deductions to a 401(k) or Section 125 plan. Covered Monthly Earnings do not include commissions or any other special compensation not received as Covered Monthly Earnings. However, "Covered Monthly Earnings" will include commissions and overtime pay for a Salesperson and bonuses and overtime pay for all other employees received from you averaged over the lesser of: (1) the number of months worked; or (2) the 12 months; just prior to the date Total Disability began. If hourly paid employees are insured, the number of hours worked during a regular work week, times 4.333, will be used to determine Covered Monthly Earnings. If an employee is paid on an annual basis, then the Covered Monthly Earnings will be determined by dividing the basic annual salary by 12. "Eligible Person" means a person who meets the Eligibility Requirements of this Policy. "Elimination Period" means a period of consecutive days of Total Disability, as shown on the Schedule of Benefits page, for which no benefit is payable. It begins on the first day of Total Disability. Interruption Period: If, during the Elimination Period, an Insured returns to Active Work for less than 30 days, then the same or related Total Disability will be treated as continuous. Days that the Insured is Actively at Work during this interruption period will not count towards the Elimination Period. This interruption of the Elimination Period will not apply to an Insured who becomes eligible under any other group long term disability insurance plan. "Full-time" means working for you for a minimum of 35 hours during a person's regular work week. "Hospital" or "Institution" means a facility licensed to provide care and treatment for the condition causing the Insured's Total Disability. "Injury" means bodily Injury resulting directly from an accident, independent of all other causes. The Injury must cause Total Disability which begins while insurance coverage is in effect for the Insured. "Insured" means a person who meets the Eligibility Requirements of this Policy and is enrolled for this insurance. "Physician" means a duly licensed practitioner who is recognized by the law of the state in which treatment is received as qualified to treat the type of Injury or Sickness for which claim is made. The Physician may not be the Insured or a member of his/her immediate family. "Pre-existing Condition" means any Sickness or Injury for which the Insured received medical treatment, consultation, care or services, including diagnostic procedures, or took prescribed drugs or medicines for the Sickness or Injury, during the three (3) months immediately prior to the Insured's Effective Date of Individual Insurance. "Premium" means the amount of money needed to keep this Policy in force. Page 2.0 "Retirement Benefits" mean money which the Insured is entitled to receive upon early or normal retirement or disability retirement under: (1) any plan of a state, county or municipal retirement system, if such pension benefits include any credit for employment with you; (2) Retirement Benefits under the United States Social Security Act of 1935, as amended or under any similar plan or act; or (3) an employer's retirement plan where payments are made in a lump sum or periodically and do not represent contributions made by an Insured. Retirement Benefits do not include: (1) a federal government employee pension benefit; (2) a thrift plan; (3) a deferred compensation plan; (4) an individual retirement account (IRA); (5) a tax sheltered annuity (TSA); (6) a stock ownership plan; or (7) a profit sharing plan. "Sickness" means illness or disease causing Total Disability which begins while insurance coverage is in effect for the Insured. Sickness includes pregnancy, childbirth, miscarriage or abortion, or any complications therefrom. "Totally Disabled" and "Total Disability" mean, that as a result of an Injury or Sickness: (1) during the Elimination Period and for the first 24 months for which a Monthly Benefit is payable, an Insured cannot perform the material duties of his/her regular occupation; (a) "Partially Disabled" and "Partial Disability" mean that as a result of an Injury or Sickness an Insured is capable of performing the material duties of his/her regular occupation on a part-time basis or some of the material duties on a full-time basis. An Insured who is Partially Disabled will be considered Totally Disabled, except during the Elimination Period; (b) "Residual Disability" means being Partially Disabled during the Elimination Period. Residual Disability will be considered Total Disability; and (2) after a Monthly Benefit has been paid for 24 months, an Insured cannot perform the material duties of any occupation. Any occupation is one that the Insured's education, training or experience will reasonably allow. We consider the Insured Totally Disabled if due to an Injury or Sickness he or she is capable of only performing the material duties on a part-time basis or part of the material duties on a Full-time basis. If an Insured is employed by you and requires a license for such occupation, the loss of such license for any reason does not in and of itself constitute "Total Disability". Page 2.1 CERTAIN RESPONSIBILITIES OF THE POLICYHOLDER For the purposes of this Policy, you act on your behalf or as the employee's agent. Under no circumstances will you be deemed our agent. Annual Enrollment Periods It is your responsibility to provide us with written notice and obtain our written approval at least 31 days prior to conducting an annual enrollment period. Compliance With Americans With Disabilities Act (ADA) It is your responsibility to establish and maintain procedures which comply with the employer responsibilities of the Americans With Disabilities Act of 1990, as amended. Compliance With The Employee Retirement Income Security Act (ERISA) It is your responsibility to establish and maintain procedures which comply with the employer and/or Plan Administrator responsibilities of ERISA and the accompanying regulations, where applicable. Distribution Of Certificates Of Insurance A Certificate of Insurance will be provided to you for each Insured covered under this Policy. The Certificate will outline the insurance coverage, and explain the provisions, benefits and limitations of this Policy. It is your responsibility to distribute the appropriate Certificates and any updates or other notices from us to each Insured. Maintenance Of Records It is your responsibility to maintain sufficient records of each Insured's insurance, including additions, terminations and changes. We reserve the right to examine these records at the place where they are kept during normal business hours or at a place mutually agreeable to you and us. Such records must be maintained by you for at least 3 years after this Policy terminates. Reporting Of Eligibility And Coverage Amounts It is your responsibility to notify us on a timely basis of all individuals eligible for coverage under this Policy, of all individuals whose eligibility for coverage ends and of all changes in individual coverage amounts. It is your responsibility to provide accurate census and salary information on all Insureds on or before each Anniversary Date, if we request such information. Timely Payment Of Premiums It is your responsibility to pay all premiums required under this Policy when due. Any change in the premium contribution basis must be approved by us. Page 3.0 TRANSFER OF INSURANCE COVERAGE If an employee was covered under any group long term disability insurance plan maintained by you prior to this Policy's Effective Date, that employee will be insured under this Policy, provided that he/she is Actively At Work and meets all of the requirements for being an Eligible Person under this Policy on its Effective Date. If an employee was covered under the prior group long term disability insurance plan maintained by you prior to this Policy's Effective Date, but was not Actively at Work due to Injury or Sickness on the Effective Date of this Policy and would otherwise qualify as an Eligible Person, coverage will be allowed under the following conditions: (1) The employee must have been insured with the prior carrier on the date of the transfer; and (2) Premiums must be paid; and (3) Total Disability must begin on or after this Policy's Effective Date. If an employee is receiving long term disability benefits, becomes eligible for coverage under another group long term disability insurance plan, or has a period of recurrent disability under the prior group long term disability insurance plan, that employee will not be covered under this Policy. If premiums have been paid on the employee's behalf under this Policy, those premiums will be refunded. Pre-existing Conditions Limitation Credit If an employee is an Eligible Person on the Effective Date of this Group Policy, any time used to satisfy the Pre-existing Conditions Limitation of a prior group or blanket disability insurance plan or employer provided disability benefit arrangement will be credited towards the satisfaction of the Pre-existing Conditions Limitation of this Group Policy if such coverage or level of benefits is substantially similar to this Policy and was continuous to a date not more than sixty (60) days prior to the effective date of this Policy. Waiting Period Credit If an employee is an Eligible Person on the Effective Date of this Policy, any time used to satisfy any Waiting Period of the prior group long term disability insurance plan will be credited towards the satisfaction of the Waiting Period of this Policy. Late Applicant Provision If an employee was eligible for coverage under a prior group long term disability insurance plan issued to you for more than thirty-one (31) days but did not elect to be covered under that prior plan, then he/she must submit a written application within thirty-one (31) days of the Effective Date of this Policy, along with proof of health acceptable to us. If we approve the employee's application, his/her insurance will be effective on the date of our approval, provided he/she is Actively at Work on that date. Page 4.0 GENERAL PROVISIONS ENTIRE CONTRACT: The entire contract between you and us is this Policy, your Application (a copy of which is attached at issue) and any attached amendments. CHANGES: No agent has authority to change or waive any part of this Policy. To be valid, any change or waiver must be in writing, signed by either our President, a Vice President, or a Secretary. The change or waiver must also be attached to this Policy. TIME LIMIT ON CERTAIN DEFENSES: After this Policy has been in force for two (2) years from its Effective Date, no statement made by you shall be used to void this Policy; and no statement by any Insured on a written application for insurance shall be used to reduce or deny a claim after the Insured's insurance coverage, with respect to which claim has been made, has been in effect for two (2) years. RECORDS MAINTAINED: You must maintain records of all Insureds. Such records must show the essential data of the insurance, including new persons, terminations, changes, etc. This information must be reported to us regularly. We reserve the right to examine the insurance records maintained at the place where they are kept. This review will only take place during normal business hours. CLERICAL ERROR: Clerical errors in connection with this Policy or delays in keeping records for this Policy, whether by you, us, or the Plan Administrator: (1) will not terminate insurance that would otherwise have been effective; and (2) will not continue insurance that would otherwise have ceased or should not have been in effect. If appropriate, a fair adjustment of premium will be made to correct a clerical error. MISSTATEMENT OF AGE: If an Insured's age is misstated, the Premium will be adjusted. If the Insured's benefit is affected by the misstated age, it will also be adjusted. The benefit will be changed to the amount the Insured is entitled to at his/her correct age. NOT IN LIEU OF WORKERS' COMPENSATION: This Policy is not a Workers' Compensation Policy. It does not provide Workers' Compensation benefits. CONFORMITY WITH STATE LAWS: Any section of this Policy, which on its Effective Date, conflicts with the laws of the state in which this Policy is issued, is amended by this provision. This Policy is amended to meet the minimum requirements of those laws. CERTIFICATE OF INSURANCE: We will send to you an individual certificate for each Insured. The certificate will outline the insurance coverage, state this Policy's provisions that affect the Insured, and explain to whom benefits are payable. TERMINATION OF THIS POLICY: You may cancel this Policy at any time by giving us written notice. This Policy will be cancelled on the date we receive your notice or, if later, the date requested in your notice. This Policy will terminate at the end of the Grace Period if Premium has not been paid by that date. We may cancel this Policy within thirty-one (31) days of written notice prior to the date of cancellation, only: (1) if the number of Insureds is less than the Minimum Participation Number shown on the Schedule of Benefits; or (2) if the percentage of Eligible Persons insured is less than the Minimum Participation Percentage shown on the Schedule of Benefits. You will still owe us any Premium that is not paid up to the date this Policy is cancelled. We will return, pro-rata, any part of the Premium paid beyond the date this Policy is cancelled. Termination of this Policy will not affect any claim which was covered prior to termination, subject to the terms and conditions of this Policy. Page 5.0 CLAIMS PROVISIONS NOTICE OF CLAIM: Written notice must be given to us within thirty-one (31) days after a Total Disability covered by this Policy occurs, or as soon as reasonably possible. The notice should be sent to us at our Administrative Office or to our authorized agent. The notice should include your name, the Policy Number and the Insured's name. CLAIM FORMS: When we receive the notice of claim, we will send the Claimant the claim forms to file with us. We will send them within fifteen (15) days after we receive notice. If we do not, then proof of Total Disability will be met by giving us a written statement of the type and extent of the Total Disability. The statement must be sent within ninety (90) days after the loss began. WRITTEN PROOF OF TOTAL DISABILITY: For any Total Disability covered by this Policy, written proof must be sent to us within ninety (90) days after the Total Disability occurs. If written proof is not given in that time, the claim will not be invalidated nor reduced if it is shown that written proof was given as soon as was reasonably possible. In any event, proof must be given within one (1) year after the Total Disability occurs, unless the Claimant is incapable of doing so. PAYMENT OF CLAIMS: When we receive written proof of Total Disability covered by this Policy, we will pay any benefits due. Benefits that provide for periodic payment will be paid for each period as we become liable. We will pay benefits to the Insured, if living, or else to his/her estate. We may suggest an alternate payment method for the benefits due. In such case, written information will be provided regarding benefit payment options available to you. Benefits will be paid as provided in the Policy unless you consent in writing to an alternate payment method. If the Insured has died and we have not paid all benefits due, we may pay up to $1,000 to any relative by blood or marriage, or to the executor or administrator of the Insured's estate. The payment will only be made to persons entitled to it. An expense incurred as a result of the Insured's last illness, death or burial will entitle a person to this payment. The payments will cease when a valid claim is made for the benefit. We will not be liable for any payment we have made in good faith. First Reliance Standard Life Insurance Company shall serve as the claims review fiduciary with respect to the insurance policy and the Plan. The claims review fiduciary has the discretionary authority to interpret the Plan and the insurance policy and to determine eligibility for benefits. Decisions by the claims review fiduciary shall be complete, final and binding on all parties. ARBITRATION OF CLAIMS: Any claim or dispute arising from or relating to our determination regarding the Insured's Total Disability may be settled by arbitration when agreed to by the Insured and us in accordance with the Rules for Health and Accident Claims of the American Arbitration Association or by any other method agreeable to the Insured and us. In the case of a claim under an Employee Retirement Income Security Act (hereinafter referred to as ERISA) Plan, the Insured's ERISA claim appeal remedies, if applicable, must be exhausted before the claim may be submitted to arbitration. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction over such awards. Unless otherwise agreed to by the Insured and us, any such award will be binding on the Insured and us for a period of twelve (12) months after it is rendered assuming that the award is not based on fraudulent information and the Insured continues to be Totally Disabled. At the end of such twelve (12) month period, the issue of Total Disability may again be submitted to arbitration in accordance with this provision. Any costs of said arbitration proceedings levied by the American Arbitration Association or the organization or person(s) conducting the proceedings will be paid by us. PHYSICAL EXAMINATION AND AUTOPSY: We will, at our expense, have the right to have a Claimant interviewed and/or examined: (1) physically; (2) psychologically; and/or (3) psychiatrically; to determine the existence of any Total Disability which is the basis for a claim. This right may be used as often as it is reasonably required while a claim is pending. Page 6.0 We can have an autopsy made unless prohibited by law. LEGAL ACTIONS: No legal action may be brought against us to recover on this Policy within sixty (60) days after written proof of loss has been given as required by this Policy. No action may be brought after three (3) years from the time written proof of loss is received. Page 6.1 INDIVIDUAL ELIGIBILITY, EFFECTIVE DATE AND TERMINATION GENERAL GROUP: The general group will be your employees and employees of any subsidiaries, divisions or affiliates named on the Schedule of Benefits page. ELIGIBILITY REQUIREMENTS: A person is eligible for insurance under this Policy if he/she: (1) is a member of an Eligible Class, as shown on the Schedule of Benefits page; and (2) has completed the Waiting Period, as shown on the Schedule of Benefits page. WAITING PERIOD: A person who is continuously employed on a Full-time or Part-time basis with you for the period specified on the Schedule of Benefits page has satisfied the Waiting Period. The Waiting Period for Present Employees applies to persons who are members of the Eligible Classes on this Policy's Effective Date. The Waiting Period for Future Employees applies to persons who become members of the Eligible Classes after this Policy's Effective Date. EFFECTIVE DATE OF INDIVIDUAL INSURANCE: If you pay the entire Premium due for an Eligible Person, the insurance for such Eligible Person will go into effect on the Individual Effective Date, as shown on the Schedule of Benefits page. If an Eligible Person pays a part of the Premium, he/she must apply in writing for the insurance to go into effect. He/she will become insured on the latest of: (1) the Individual Effective Date as shown on the Schedule of Benefits page, if he/she applies on or before that date; (2) on the date he/she applies, if he/she applies within thirty-one (31) days from the date he/she first met the Eligibility Requirements; or (3) on the date we approve any required proof of health acceptable to us. We require this proof if a person applies: (a) after thirty-one (31) days from the date he/she first met the Eligibility Requirements; or (b) after he/she terminated this insurance but remained in an Eligible Class as shown on the Schedule of Benefits page. The insurance for an Eligible Person will not go into effect on a date he/she is not Actively at Work because of a Sickness or Injury. The insurance will go into effect after the person is Actively at Work for one (1) full day in an Eligible Class, as shown on the Schedule of Benefits page. TERMINATION OF INDIVIDUAL INSURANCE: The insurance of an Insured will terminate on the first of the following to occur: (1) the date this Policy terminates; (2) the date the Insured ceases to meet the Eligibility Requirements; (3) the end of the period for which Premium has been paid for the Insured; or (4) the date the Insured enters military service (not including Reserve or National Guard). CONTINUATION OF INDIVIDUAL INSURANCE: The insurance of an Insured may be continued, by payment of premium, beyond the date the Insured ceases to be eligible for this insurance, but not longer than six (6) weeks if due to an approved leave of absence. INDIVIDUAL REINSTATEMENT: The insurance of a terminated person may be reinstated if he/she returns to Active Work with you within the period of time as shown on the Schedule of Benefits page. He/she must also be a member of an Eligible Class, as shown on the Schedule of Benefits page, and have been: (1) on a leave of absence approved by you; or (2) on temporary lay-off. The person will not be required to fulfill the Eligibility Requirements of this Policy again. The insurance will go into effect after he/she returns to Active Work for one (1) full day. If a person returns after having resigned or having been discharged, he/she will be required to fulfill the Eligibility Requirements of this Policy again. If a person returns after terminating insurance at his/her request or for failure to pay Premium when due, proof of health acceptable to us must be submitted before he/she may be reinstated. Page 7.0 PREMIUMS PREMIUM PAYMENT: All Premiums are to be paid by you to us, or to an authorized agent, on or before the due date. The Premium Due Dates are stated on this Policy's face page. PREMIUM RATE: The Premium due will be the rate per $100.00 of the entire amount of Covered Monthly Earnings then in force. We will furnish to you the Premium Rate on this Policy's Effective Date and when it is changed. We have the right to change the Premium Rate: (1) when the extent of coverage is changed by amendment; (2) on any Premium Due Date after the second Policy Anniversary; or (3) on any Premium Due Date on or after the first Policy Anniversary if your entire group's Covered Monthly Earnings changes by 25% or more from such group's Covered Monthly Earnings on this Policy's Effective Date. We will not change the Premium Rate due to (2) or (3) above more than once in any twelve (12) month period. We will tell you in writing at least thirty-one (31) days before the date of a change due to (2) or (3) above. GRACE PERIOD: You may pay the Premium up to thirty-one (31) days after the date it is due. This Policy stays in force during this time. If the Premium is not paid during the grace period, this Policy will terminate. You will still owe us the Premium up to the date this Policy terminates. WAIVER OF PREMIUM: No Premium is due us for an Insured while he/she is receiving Monthly Benefits from us. Once Monthly Benefits cease due to the end of his/her Total Disability, Premium payments must begin again if insurance is to continue. Page 8.0 BENEFIT PROVISIONS INSURING CLAUSE: We will pay a Monthly Benefit if an Insured: (1) is Totally Disabled as the result of a Sickness or Injury covered by this Policy; (2) is under the regular care of a Physician; (3) has completed the Elimination Period; and (4) submits satisfactory proof of Total Disability to us. BENEFIT AMOUNT: To figure the benefit amount payable: (1) multiply an Insured's Covered Monthly Earnings by the benefit percentage(s), as shown on the Schedule of Benefits page; (2) take the lesser of the amount: (a) of step (1) above; or (b) the Maximum Monthly Benefit, as shown on the Schedule of Benefits page; and (3) subtract Other Income Benefits, as shown below, from step (2) above. We will pay at least the Minimum Monthly Benefit, as shown on the Schedule of Benefits page. OTHER INCOME BENEFITS: Other Income Benefits are benefits resulting from the same Total Disability for which a Monthly Benefit is payable under this Policy. These Other Income Benefits are: (1) disability income benefits an Insured receives under any group insurance plan(s); (2) disability income benefits an Insured receives under any governmental retirement system, except benefits payable under a federal government employee pension benefit; (3) all permanent as well as temporary disability benefits, including any damages or settlement made in place of such benefits (whether or not liability is admitted) an Insured receives under: (a) Workers' Compensation Laws; (b) occupational disease law; (c) any other laws of like intent as (a) or (b) above; and (d) any compulsory benefit law; (4) any of the following that the Insured is entitled to receive from you: (a) wages excluding the amount allowable under the Rehabilitation Provision; and (b) commissions or monies, including vested renewal commissions, but, excluding commissions or monies that the Insured earned prior to Total Disability which are paid after Total Disability has begun; (5) that part of disability or Retirement Benefits paid for by you that an Insured is eligible to receive under a group retirement plan; and (6) disability or Retirement Benefits under the United States Social Security Act, the Canadian pension plans, federal or provincial plans, or any similar law for which: (a) an Insured is eligible to receive because of his/her Total Disability or eligibility for Retirement Benefits; and (b) an Insured's dependents are eligible to receive due to (a) above. Disability and early Retirement Benefits will be offset only if such benefits are elected by the Insured or do not reduce the amount of his/her accrued normal Retirement Benefits then funded. Retirement Benefits under number 6 above will not apply to disabilities which begin after age 70 for those Insureds already receiving Social Security Retirement Benefits while continuing to work beyond age 70. Benefits above will be estimated if the benefits: (1) have not been applied for; or (2) have not been awarded; and (3) have been denied and the denial is being appealed. The Monthly Benefit will be reduced by the estimated amount. If benefits have been estimated, the Monthly Benefit will be adjusted when we receive proof: (1) of the amount awarded; or (2) that benefits have been denied and the denial cannot be further appealed. If we have underpaid the Monthly Benefit for any reason, we will make a lump sum payment. If we have overpaid the Monthly Benefit for any reason, the overpayment must be repaid to us. At our option, we may reduce the Monthly Benefit or ask for a lump sum refund. If we reduce the Monthly Benefit, the Minimum Monthly Benefit, if any, as shown on the Schedule of Benefits page, would not apply. Page 9.0 For each day of a period of Total Disability less than a full month, the amount payable will be 1/30th of the Monthly Benefit. COST OF LIVING FREEZE: After the initial deduction for any Other Income Benefits, the Monthly Benefit will not be further reduced due to any cost of living increases or changes in the Social Security Law, payable under these Other Income Benefits. LUMP SUM PAYMENTS: If Other Income Benefits are paid in a lump sum, the sum will be broken down to a monthly amount for the period of time the sum is payable. If no period of time is given, the sum will be broken down to a monthly amount for the period of time we expect the Insured to be disabled based on actuarial tables of disabled lives. TERMINATION OF MONTHLY BENEFIT:The Monthly Benefit will stop on the earliest of: (1) the date the Insured ceases to be Totally Disabled; (2) the date the Insured dies; (3) the Maximum Duration of Benefits, as shown on the Schedule of Benefits page, has ended; or (4) the date the Insured fails to furnish the required proof of Total Disability. RECURRENT DISABILITY: If, after a period of Total Disability for which benefits are payable, an Insured returns to Active Work for at least six (6) consecutive months, any recurrent Total Disability for the same or related cause will be part of a new period of Total Disability. A new Elimination Period must be completed before any further Monthly Benefits are payable. If an Insured returns to Active Work for less than six (6) months, a recurrent Total Disability for the same or related cause will be part of the same Total Disability. A new Elimination Period is not required. Our liability for the entire period will be subject to the terms of this Policy for the original period of Total Disability. This Recurrent Disability section will not apply to an Insured who becomes eligible for insurance coverage under any other group long term disability insurance plan. Page 9.1 EXCLUSIONS We will not pay a Monthly Benefit for any Total Disability caused by: (1) an act of war, declared or undeclared; or (2) an intentionally self-inflicted Injury; or (3) the Insured committing a felony. Page 10.0 LIMITATIONS MENTAL OR NERVOUS DISORDERS: Monthly Benefits for Total Disability caused by or contributed to by mental or nervous disorders will not be payable beyond an aggregate lifetime maximum duration of twenty-four (24) months unless the Insured is in a Hospital or Institution at the end of the twenty-four (24) month period. The Monthly Benefit will be payable while so confined, but not beyond the Maximum Duration of Benefits. If an Insured was confined in a Hospital or Institution and: (1) Total Disability continues beyond discharge; (2) the confinement was during a period of Total Disability; and (3) the period of confinement was for at least fourteen (14) consecutive days; then upon discharge, Monthly Benefits will be payable for the greater of: (1) the unused portion of the twenty-four (24) month period; or (2) ninety (90) days; but in no event beyond the Maximum Duration of Benefits, as shown on the Schedule of Benefits page. Mental or Nervous Disorders are defined to include disorders which are diagnosed to include a condition such as: (1) bipolar disorder (manic depressive syndrome); (2) schizophrenia; (3) delusional (paranoid) disorders; (4) psychotic disorders; (5) depressive disorders; (6) anxiety disorders; (7) somatoform disorders (psychosomatic illness); (8) eating disorders; or (9) mental illness. Page 11.0 ACTIVITIES OF DAILY LIVING BENEFIT (ADL) We will pay an ADL benefit in addition to the Monthly Benefit if an Insured is Totally Disabled, receiving a Monthly Benefit, and we determine that he/she: (1) is unable to safely and completely perform two or more Activities of Daily Living without another person's assistance or verbal direction; or (2) is Cognitively Impaired and needs another person's assistance or verbal direction for his/her protection or for the protection of others. Activities of Daily Living mean: (1) Bathing - the ability to wash oneself in the tub or shower or by sponge bath from a basin without Direct Assistance; (2) Dressing - the ability to change clothes without Direct Assistance, including fastening and unfastening any medically necessary braces or artificial limbs; (3) Eating/Feeding - the ability to eat without Direct Assistance, once food has been prepared and made available; (4) Transferring - the ability to move in and out of a chair or bed without Direct Assistance, except with the aid of equipment (including support and other mechanical devices); and (5) Toileting - the ability to get to and from and on and off the toilet, to maintain a reasonable level of personal hygiene and to adjust clothing without Direct Assistance. "Cognitively Impaired" and "Cognitive Impairment" means the Insured's confusion or disorientation resulting from a deterioration or loss in intellectual capacity as measured and confirmed by cognitive tests satisfactory to us. The behavioral problems include, but are not limited to, wandering, abusive or assaultive behavior, poor judgment or uncooperativeness which poses a danger to self or others, and extreme or bizarre personal hygiene. "Direct Assistance" means the Insured requires continuous help or oversight to be able to perform the Activity of Daily Living safely and effectively. The ADL benefit will be 20% of the Insured's Covered Monthly Earnings, subject to: (1) a maximum amount of $5,000.00; and (2) the Maximum Duration of Benefits, as shown on the Schedule of Benefits page. This benefit will not be subject to reduction by Other Income Benefits. This additional benefit will not be included in the calculation of any other benefits under the policy. We will pay the ADL benefit as long as: (1) we continue to receive satisfactory proof that an Insured is eligible to receive such benefit in accordance with the requirements stated above; (2) an Insured remains Totally Disabled; and (3) an Insured continues receiving a Monthly Benefit. An Insured will be considered to have a Pre-existing Condition under the ADL benefit, and will be subject to the Pre-existing Conditions Limitation if: (1) the Total Disability begins in the first twelve (12) months after the Insured's effective date under the ADL benefit; and (2) he/she has received medical treatment, consultation, care or services, including diagnostic procedures, or took prescribed drugs or medicines for the Sickness or Injury causing such Total Disability during the three (3) months immediately prior to the Insured's effective date of the ADL benefit. Page 12.0 PRE-EXISTING CONDITIONS LIMITATION: Benefits will not be paid for a Total Disability: (1) caused by; (2) contributed to by; or (3) resulting from; a Pre-existing Condition unless the Insured has been Actively at Work for one (1) full day following the end of twelve (12) consecutive months from the Insured's effective date under the ADL benefit. If an Insured was previously covered under a disability income plan for sixty-three (63) continuous days prior to the effective date, time served under such previous plan for a pre-existing condition will be credited. This benefit does not cover the Insured's inability to perform Activities of Daily Living or Cognitive Impairment that exists on his/her effective date of coverage. Any conversion privilege applicable to the policy does not apply to the ADL benefit. 12.1 SPECIFIC INDEMNITY BENEFIT If the Insured suffers any one of the Losses listed below from an accident resulting in an Injury, we will pay a guaranteed minimum number of Monthly Benefit payments, as shown below. However: (1) the Loss must occur within one hundred and eighty (180) days; and (2) the Insured must live past the Elimination Period.
For Loss of: Number of Monthly Benefit Payments: - ------------- ------------------------------------ Both Hands.................................................................................................................46 Months Both Feet..................................................................................................................46 Months Entire Sight in Both Eyes..................................................................................................46 Months Hearing in Both Ears.......................................................................................................46 Months Speech.................................................................................................................... 46 Months One Hand and One Foot .....................................................................................................46 Months One Hand and Entire Sight in One Eye.......................................................................................46 Months One Foot and Entire Sight in One Eye.......................................................................................46 Months One Arm....................................................................................................................35 Months One Leg....................................................................................................................35 Months One Hand.................................................................................................................. 23 Months One Foot...................................................................................................................23 Months Entire Sight in One Eye....................................................................................................15 Months Hearing in One Ear.........................................................................................................15 Months
"Loss(es)" with respect to: (1) hand or foot, means the complete severance through or above the wrist or ankle joint; (2) arm or leg, means the complete severance through or above the elbow or knee joint; or (3) sight, speech or hearing, means total and irrecoverable Loss thereof. If more than one (1) Loss results from any one accident, payment will be made for the Loss for which the greatest number of Monthly Benefit payments is provided. The amount payable is the Monthly Benefit, as shown on the Schedule of Benefits page, with no reduction from Other Income Benefits. The number of Monthly Benefit payments will not cease if the Insured returns to Active Work. If death occurs after we begin paying Monthly Benefits, but before the Specific Indemnity Benefit has been paid according to the above schedule, the balance remaining at time of death will be paid to the Insured's estate, unless a beneficiary is on record with us under this Policy. Benefits may be payable longer than shown above as long as the Insured is still Totally Disabled, subject to the Maximum Duration of Benefits, as shown on the Schedule of Benefits page. Page 13.0 SURVIVOR BENEFIT - LUMP SUM We will pay a benefit to an Insured's Survivor when we receive proof that the Insured died while: (1) he/she was receiving Monthly Benefits from us; and (2) he/she was Totally Disabled for at least one hundred and eighty (180) consecutive days. The benefit will be an amount equal to 3 times the Insured's last Monthly Benefit. The last Monthly Benefit is the benefit the Insured was eligible to receive right before his/her death. It is not reduced by wages earned while in Rehabilitative Employment. "Survivor" means an Insured's spouse. If the spouse dies before the Insured or if the Insured was legally separated, then the Insured's natural, legally adopted or step-children, who are under age twenty-five (25) will be the Survivor(s). If there are no eligible Survivors, payment will be made to the Insured's estate, unless a beneficiary is on record with us under this Policy. A benefit payable to a minor may be paid to the minor's legally appointed guardian. If there is no guardian, at our option, we may pay the benefit to an adult that has, in our opinion, assumed the custody and main support of the minor. We will not be liable for any payment we have made in good faith. Page 14.0 WORK INCENTIVE AND CHILD CARE BENEFITS WORK INCENTIVE BENEFIT During the first twelve (12) months of Rehabilitative Employment during which a Monthly Benefit is payable, we will not offset earnings from such Rehabilitative Employment until the sum of: (1) the Monthly Benefit prior to offsets with Other Income Benefits; and (2) earnings from Rehabilitative Employment; exceed 100% of the Insured's Covered Monthly Earnings. If the sum above exceeds 100% of Covered Monthly Earnings, our Benefit Amount will be reduced by such excess amount until the sum of (1) and (2) above equals 100%. CHILD CARE BENEFIT We will allow a Child Care Benefit to an Insured if: (1) the Insured is receiving benefits under the Work Incentive Benefit; (2) the Insured's Child(ren) is (are) under 14 years of age; (3) the child care is provided by a non-relative; and (4) the charges for child care are documented by a receipt from the caregiver, including social security number or taxpayer identification number. During the twelve (12) month period in which the Insured is eligible for the Work Incentive Benefit, an amount equal to actual expenses incurred for child care, up to a maximum of $250.00 per month, will be added to the Insured's Covered Monthly Earnings when calculating the Benefit Amount under the Work Incentive Benefit. Child(ren) means: the Insured's unmarried child(ren), including any foster child, adopted child or step child who resides in the Insured's home and is financially dependent on the Insured for support and maintenance. Page 15.0 FAMILY AND MEDICAL LEAVE OF ABSENCE BENEFIT We will allow the Insured's coverage to continue, for up to 12 weeks in a 12 month period, if he/she is eligible for, and you have approved, a Family and Medical Leave of Absence under the terms of the Family and Medical Leave Act of 1993, as amended, for any of the following reasons: (1) To provide care after the birth of a son or daughter; or (2) To provide care for a son or daughter upon legal adoption; or (3) To provide care after the placement of a foster child in the Insured's home; or (4) To provide care to a spouse, son, daughter, or parent due to serious illness; or (5) To take care of his/her own serious health condition as explained below. If the Insured, due to his/her own serious health condition, meets the definition of Total Disability as well as all other requirements in this Policy, he/she will be considered Totally Disabled and eligible to receive a Monthly Benefit. All premiums will be waived as long as he/she is receiving such Monthly Benefit. If the Insured, due to his/her own serious health condition, is working on a reduced leave schedule or an intermittent leave schedule, as described by the Family and Medical Leave Act of 1993, as amended, but is not considered Totally Disabled under this Policy, premium payments will be continued under this benefit. The Insured will not qualify for the Family and Medical Leave of Absence Benefit unless we have received proof from you, in a form satisfactory to us, that the Insured has been granted a leave under the terms of the Family and Medical Leave Act of 1993, as amended. Such proof: (1) must outline the terms of the Insured's leave; and (2) give the date the leave began; and (3) the date it is expected to end; and (4) must be received by us within thirty-one (31) days after a claim for benefits has been filed with us. If you grant the Insured a Family and Medical Leave of Absence, the following applies to the Insured who has been granted the leave: (1) While the Insured is on an approved Family and Medical Leave of Absence, the required premium must be paid according to the terms specified in this Policy to keep the insurance in force. (2) While the Insured is on an approved Family and Medical Leave of Absence, he will be considered Actively at Work in all instances unless such leave is due to his/her own illness, injury, or disability. Changes such as revisions to coverage because of age, class, or salary changes will apply during the leave except that increases in amount of insurance, whether automatic or subject to election, are not effective for an Insured who is not Actively at Work until such time as he/she returns to Active Work for one full day. (3) If the Insured becomes Totally Disabled while on a Family and Medical Leave of Absence, any Monthly Benefit which becomes payable will be based on the Insured's Covered Monthly Earnings received from you immediately prior to the date of Total Disability. (4) Coverage will terminate for any Insured who does not return to work as scheduled according to the terms of his/her agreement with you. In no case will coverage be extended under this benefit beyond twelve (12) weeks in a twelve (12) month period. Insurance will not be terminated for an Insured who becomes Totally Disabled during the period of the leave and who is eligible for benefits according to the terms of this Policy. All other terms and conditions of this Policy will remain in force while an Insured is on an approved Family and Medical Leave of Absence. Page 16.0 MILITARY SERVICES LEAVE OF ABSENCE COVERAGE We will allow the Insured's coverage to continue, for up to 12 weeks in a 12 month period, if the Insured enters the military service of the United States. While the Insured is on a Military Services Leave of Absence, the required premium must be paid according to the terms specified in this Policy to keep the insurance in force. Changes such as revisions to coverage because of age, class or salary changes will apply during the leave except that increases in amount of insurance, whether automatic or subject to election, are not effective for such an Insured until he/she has returned to work from Military Services Leave of Absence for one full day. All other terms and conditions of this Policy will remain in force during this continuation period. The Insured's continued coverage will cease on the earliest of the following dates: (1) the date this Policy terminates; or (2) the date ending the last period for which any required premium was paid; or (3) 12 weeks from the date the Insured's continued coverage began. This Policy, however, does not cover any loss which occurs while on active duty in the military service if such loss is caused by or arises out of such military service, including but not limited to war or act of war (whether declared or undeclared) and is also subject to any other exclusions listed in the Exclusions provision. Page 16.1 REHABILITATION BENEFIT "Rehabilitative Employment" means work in any gainful occupation for which the Insured's training, education or experience will reasonably allow. The work must be supervised by a Physician or a licensed or certified rehabilitation specialist approved by us. Rehabilitative Employment includes work performed while Partially Disabled, but does not include performing all the material duties of his/her regular occupation on a full-time basis. If an Insured is receiving a Monthly Benefit because he/she is considered Totally Disabled under the terms of this Policy and is able to perform Rehabilitative Employment, we will continue to pay the Monthly Benefit less an amount equal to 50% of earnings received through such Rehabilitative Employment. An Insured will be considered able to perform Rehabilitative Employment if a Physician or licensed or certified rehabilitation specialist approved by us determines that he/she can perform such employment. If an Insured refuses such Rehabilitative Employment, or has been performing Rehabilitative Employment and refuses to continue such employment, even though a Physician or licensed or certified rehabilitation specialist approved by us has determined that he/she is able to perform Rehabilitative Employment, the Monthly Benefit will be reduced by 50%, without regard to the Minimum Monthly Benefit. Page 17.0 EX-99 4 ex10_139d.txt 2010 CASH INCENTIVE AGMT Exhibit 10.139d CASH INCENTIVE AWARD AGREEMENT AGREEMENT made effective February 1, 2010 by and among Tiffany & Co., a Delaware corporation (the "Company"), Tiffany 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. Tiffany & Co. (the "Company") ------------------------------------ ---------------------------- [Name of Executive] Tiffany and Company ("Tiffany") ---------------------------- Schedule of Maximum Incentive Awards Michael J. Kowalski -- $2,000,000 James N. Fernandez -- $1,036,000 James E. Quinn -- $1,036,000 Beth O. Canavan -- $840,000 Jon King -- $840,000 Compensation Committee, March 17, 2010 Page 2 of 2 EX-99 5 ex10-140d.txt NOTICE OF GRANT Exhibit 10.140d (Date) FORM OF NOTICE OF GRANT Tiffany & Co. Performance-Based Restricted Stock Grant Under the 2005 Employee Incentive Plan (The "Plan") Participant: (Name) (Address 1) (Address 2) PSU Grant No. : ______________ PSU Grant Date : January 20, 2010 Number of Performance-Based * * (see schedule Restricted Stock Grant : on last page) Plan and Type : EI05 PSU Employee ID : ______________ Dear Participant: I am pleased to advise that you have been awarded the number of Restricted Stock Units indicated above. Each Restricted Stock Unit represents the right to receive one share of Tiffany & Co. Common Stock, $.01 par value per share, on vesting of the Unit. These Performance-Based Restricted Stock Units are granted under and governed by the terms and conditions of the Plan, as amended, and the Terms of Performance-Based Restricted Stock Grant (2010 Version) (the "Terms") attached hereto and made a part hereof. A Prospectus of the Plan is also attached for your reference. Please read these documents and keep them for future reference. Vesting of the Units is governed by the Terms. The following additional defined items, in addition to those stated in the Terms, will determine vesting of the Units: "Performance Period" means the three-year period ending January 31, 2013; "Earnings" means the Corporation's consolidated net earnings per share on a diluted basis, as reported in the Company's Annual Reports on Form 10-K, aggregated over the Performance Period and as adjusted as provided for in the Terms; "Earnings Threshold" means Earnings of $4.25; "Earnings Target" means Earnings of $9.10; "Earnings Maximum" means Earnings of $12.21; "ROA" shall have the meaning set forth in the above-referenced Terms; "ROA Target" means ROA of 10.6%; and "Grant Date" means January 20, 2010. Be sure to verify the accuracy of the information concerning you in this letter (i.e., formal name, Employee ID, home address). If any changes are required, now or in the future, or should you have questions about your stock award, please contact ____________________ at _______________. Very truly yours, Michael J. Kowalski Attachments: Terms of Performance-Based Restricted Stock Grant (2010 Version) Prospectus Schedule of Grant Amounts - ------------------------- Name Maximum Number of Restricted Stock Units - ----- ---------------------------------------- Michael J. Kowalski 70,000 James E. Quinn 28,000 James N. Fernandez 38,000 Beth O. Canavan 28,000 Jon M. King 28,000 Patrick B. Dorsey 20,000 Caroline D. Naggiar 18,000 John S. Petterson 16,000 Victoria Berger-Gross 16,000 Patrick F. McGuiness 16,000 Pamela H. Cloud 16,000 2 -----END PRIVACY-ENHANCED MESSAGE-----