form8k_12712.htm

0000098246-12-000032.txt : 20120127 0000098246-12-000032.hdr.sgml : 20120127 20120127155226 ACCESSION NUMBER: 0000098246-12-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20120127 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120127 DATE AS OF CHANGE: 20120127 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: 12551773 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_12712.htm form8k_12712.htm

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: January 27, 2012

TIFFANY & CO.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

1-9494

(Commission

File Number)

13-3228013

(I.R.S. Employer Identification No.)

727 Fifth Avenue, New York, New York

(Address of principal executive offices)

10022

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

On January 19, 2012, Registrant entered into a Comprehensive Retirement and Non-Competition Agreement with James E. Quinn, President, with an effective Date of Retirement of February 1, 2012. The Agreement is attached hereto as Exhibit 10.166.

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. As part of its annual review of compensation, the Compensation Committee of Registrant's Board of Directors made various changes and approved new terms. Forms of 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

Tiffany and Company Amended and Restated Executive Deferral Plan originally made effective October 1, 1989, as amended and restated effective February 1, 2010.

10.138

2004 Tiffany and Company Un-Funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits, Amended and Restated as of October 31, 2011.

10.140b

Terms of 2009 Performance-Based Restricted Stock Unit Grants to Executive Officers under Registrant’s 2005 Incentive Plan as adopted on January 28, 2009 for use with grants made that same date, amended and restated effective December 29, 2011.

10.140c

Terms of 2010 Performance-Based Restricted Stock Unit Grants to Executive Officers under Registrant’s 2005 Incentive Plan as adopted on January 20, 2010 for use with grants made that same date and on January 20, 2011, amended and restated effective December 29, 2011.

10.166

Comprehensive Retirement Non-Competition Agreement between James E. Quinn and Registrant entered into on January 19, 2012, with an effective Date of Retirement of February 1, 2012.

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, Secretary and
	General Counsel

Date: January 27, 2012

EXHIBIT INDEX

Exhibit No. Description

10.106

Tiffany and Company Amended and Restated Executive Deferral Plan originally made effective October 1, 1989, as amended and restated effective February 1, 2010.

10.138

2004 Tiffany and Company Un-Funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits, Amended and Restated as of October 31, 2011.

10.140b

10.140c

10.166

Comprehensive Retirement Non-Competition Agreement between James E. Quinn and Registrant entered into on January 19, 2012, with an effective Date of Retirement of February 1, 2012.

EX-99.1 2 ex10_106.htm RESTATED DEFERRAL PLAN ex10_106.htm

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 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, effective as of February 1, 2010, Tiffany and Company and its parent corporation further amended such plan to provide benefits for eligible participants whose DCRB contributions under the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan are limited by the Internal Revenue Code.

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 as of February 1, 2010.

This Plan shall be known as the

TIFFANY AND COMPANY

EXECUTIVE DEFERRAL PLAN

ARTICLE I

DEFINITIONS

"Administrator" means the individual appointed to administer the Plan pursuant to Article VII.

“Affiliate” means, with reference to any Person, any second Person that controls, is controlled by, or is under common control with, any such first Person, directly or indirectly.

"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.

“Board” means the Board of Directors of Tiffany and Company, a New York corporation.

"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.

“Cause” means a termination of Participant’s employment, involuntary on Participant’s part, which is the result of:

(i)

Participant’s conviction or plea of no contest to a felony involving financial impropriety or a felony which would tend to subject the Employer or any of its Affiliates to public criticism or materially interfere with Participant’s continued service to the Employer or its Affiliate;

(ii)

Participant’s willful and unauthorized disclosure of material “Confidential Information” (as that term is defined in the Non-Competition and Confidentiality Covenants) which disclosure actually results in substantive harm to the Employer’s or its Affiliate’s business or puts such business at an actual competitive disadvantage;

(iii)

Participant’s willful failure or refusal to perform substantially all such proper and achievable directives issued by Participant’s superior (other than: (A) any such failure resulting from Participant’s incapacity due to physical or mental illness, or (B) any such refusal made by Participant in good faith because Participant believes such directives to be illegal, unethical or immoral) after a written demand for substantial performance is delivered to Participant on behalf of Employer, which demand specifically identifies the manner in which Participant has not substantially performed Participant’s duties, and which performance is not substantially corrected by Participant within ten (10) days of receipt of such demand;

(iv)

Participant’s commission of any willful act which is intended by Participant to result in his personal enrichment at the expense of the Employer or any of its Affiliates, or which could reasonably be expected by him to materially injure the reputation, business or business relationships of the Employer or any of its Affiliates;

(v)

A theft, fraud or embezzlement perpetrated by Participant upon Employer or any of its Affiliates.

For purposes of this definition, no act or failure to act on Participant’s part shall be deemed “willful” unless done, or omitted to be done, by Participant in bad faith toward, or without reasonable belief that such action or omission was in the best interests of, Employer or its Affiliate. Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for Cause for the purposes of this Plan unless and until there shall have been delivered to Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4th) of the entire membership of the Board (exclusive of the Participant if Participant is a member of such Board) at a meeting called and held for such purpose (after reasonable notice to Participant and an opportunity for Participant, together with counsel for Participant, to be heard before such Board), finding that, in the good faith opinion of such Board, Cause exists as set forth above.

"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.

“DCRB Contribution” shall have the meaning given such term under the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan.

“DCRB Plan” means the portion of the Tiffany & Co. Employee Profit Sharing and Retirement Savings Plan providing for “DCRB Contributions” as defined under such plan.

"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, 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 4.3B.

"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 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.

“Excess DCRB Contribution” means the Plan contribution described in Sections 3.3 and 3.4.

"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 4.3C.

“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.

“Non-Competition and Confidentiality Covenants” means an instrument in substantially the form of Exhibit A attached duly completed and executed by a Participant who is eligible to receive an Excess DCRB Contribution.

“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.

“Person” means any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

"Plan" means the Tiffany and Company Executive Deferral Plan as described in this instrument, as amended from time to time.

"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 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.

“Select Management Employee” means an Eligible Employee who has been appointed by the Board as an officer of Tiffany and Company with the title of Vice President, Group Vice President, Senior Vice President, Executive Vice President, President, Chairman of the Board, chief operating officer, or who otherwise has been specifically designated a Select Management Employee by the Board. For the purpose of this definition, once a person has been appointed a Select Management Employee, he or she will be deemed, for the purposes of this Plan, to remain a Select Management Employee, regardless of any subsequent change in title or responsibility. Notwithstanding the foregoing, the term “Select Management Employee” does not include any person (a) whose principal place of work is outside the United States and (b) who is paid his Compensation from a foreign bank or bank branch or who is eligible to receive retirement, severance or similar benefits under foreign law or as a result of foreign custom.

“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.

"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 immediately following the 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 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. Moreover, effective on and after February 1, 2010, if an Eligible Employee who is also a Select Management Employee is entitled to a DCRB Contribution under the DCRB Plan, and such DCRB Contribution is curtailed by reason of the limitations under Sections 401(a)(17) or 415 of the Code, the Eligible Employee shall receive an Excess DCRB Contribution under this Plan effective as of the date that such DCRB Contribution is made under the DCRB Plan regardless of whether the Eligible Employee has elected to participate in this Plan for any other purpose.

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. Except as provided in Section 3.4C, a Participant shall cease to be a Participant when he incurs a Termination of Service, or, for purposes of Excess DCRB Contributions, on the date on which he ceases to be a participant under the DCRB Plan. 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.

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.

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.

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 that date on which the Participant would have, but for his deferral election, have been paid such Compensation.

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.

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.

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.

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.

3.3

Excess DCRB Contribution. Effective on and after February 1, 2010, if an Eligible Employee who is also a Select Management Employee is entitled to a DCRB Contribution under the DCRB Plan, and such DCRB Contribution is curtailed by reason of the limitations under Sections 401(a)(17) or 415 of the Code, the Eligible Employee shall have an Excess DCRB Contribution credited to his Deferred Benefit Accounts in accordance with Section 4.2 effective as of the date such DCRB Contribution is made under the DCRB Plan, regardless of whether the Eligible Employee has elected to participate in this Plan for any other purpose.

3.4	Rules Governing Excess DCRB Contributions.

The amount of an Excess DCRB Contribution shall equal the excess of (i) the amount of the DCRB Contribution that would have been made under the terms of the DCRB Plan without giving effect to the limit on compensation imposed by Section 401(a)(17) of the Code or the limit on annual additions imposed by Section 415 of the Code, over (ii) the actual amount of the DCRB Contribution made on behalf of such Eligible Employee.

No Deferral Agreement shall be required for an Excess DCRB Contribution.

If a Participant is eligible to continue receiving DCRB Contributions under the DCRB Plan while in receipt of payments under an employer-sponsored sickness or disability income plan or program, such Participant shall continue to be eligible to have allocations of Excess DCRB Contributions credited to his Deferred Benefit Accounts to the extent the requirements of Section 3.3 and this Section 3.4 are otherwise met. Such Excess DCRB Contributions may continue notwithstanding the Participant’s Termination of Service due to Disability.

ARTICLE IV

PARTICIPANT'S ACCOUNTS

4.1	Establishment of Accounts. The following Deferred Benefit Accounts shall be established with respect to each Participant:

Retirement Account,

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. Notwithstanding the foregoing, an Excess DCRB Contribution shall be allocated only to the Eligible Employee’s Retirement Account.

4.3	Suballocation Within the Deferred Benefit Accounts.

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 four installment subaccounts.

A Participant entitled to receive Excess DCRB Contributions shall be permitted to select a Retirement subaccount for such contributions that is different from the Retirement subaccount selected for other contributions under the Plan. If a Participant entitled to receive an Excess DCRB Contribution has not selected a Retirement subaccount for such contributions, his Excess DCRB Contribution shall be allocated to the Retirement subaccount most recently selected by the Participant prior to the time such Excess DCRB Contribution is made or, if no such Retirement subaccount has been selected, to the lump sum subaccount. Notwithstanding the foregoing, if no Retirement subaccount has been selected by the Participant prior to his first Excess DCRB Contribution, the Participant shall be permitted to select a Retirement subaccount for such contribution (and for future Excess DCRB Contributions) at any time during the Enrollment Period ending in the calendar year in which such first Excess DCRB Contribution is made or such other time as may be permitted by the Administrator (but in no event later than December 31 of such calendar year).

Each Participant may only have one Retirement subaccount, except that a Participant entitled to receive Excess DCRB Contributions shall be permitted to have two Retirement subaccounts—one for Excess DCRB Contributions and one for other contributions under the Plan..

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 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 four 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 during his period of participation in the Plan to redirect, by written election, prior contributions to Participant’s Retirement Account from the lump sum Retirement subaccount or any of the four installment Retirement subaccounts to the lump sum Retirement account or to any of the four installment Retirement subaccounts, provided (i) that each Participant shall, at the conclusion of such redirection process, have only one Retirement subaccount (or two Retirement subaccounts in the case of a Participant who has received Excess DCRB Contributions and has selected a separate Retirement subaccount for such contributions); (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 four 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. A Participant who has received Excess DCRB Contributions and has selected two Retirement subaccounts (one for Excess DCRB Contributions and one for other contributions under the Plan) shall be permitted to make the one-time election described in this paragraph with respect to each such Retirement subaccount, and such elections need not be made at the same time.

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.

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 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 (other than allocations of Excess DCRB Contributions) 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 pParticipant 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. The Committee may designate one or more Investment Funds to be used to value a Participant’s Deferred Benefit Accounts in the event the Participant fails to make an investment selection.

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.

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.

ARTICLE V

VESTING

5.1 A. Vesting Schedule – Executive Deferral Contributions. A Participant shall have a fully Vested interest with respect to Executive Deferral Contributions and Investment Fund performance credited to such contributions in his Deferred Benefit Accounts, in all instances and at all times.

B. Vesting Schedule – DCRB Contributions. A Participant shall be Vested in his Excess DCRB Contributions and Investment Fund performance credited to such contributions in his Deferred Benefit Accounts if, and to the same extent, he is vested in his DCRB Contributions under the DCRB Plan.

C. Forfeiture of Vested DCRB Contributions. Notwithstanding Section 5.1B, any Excess DCRB Contributions and Investment Fund performance credited to such contributions in a Participant’s Deferred Benefit Accounts that would otherwise be payable to a Participant or to his Beneficiary shall be forfeited in the event that (i) the Participant’s employment with Employer is terminated by the Employer for Cause, (ii) the Participant voluntarily resigns from the Employer prior to reaching Participant’s Permitted Retirement Age and fails to execute and deliver to the Employer the Non-Competition and Confidentiality Covenants prior to the effective date of such resignation, or (iii) a former Participant who has executed and delivered the Non-Competition and Confidentiality Covenants breaches Section 2 of such Covenants.

ARTICLE VI

BENEFITS/DISTRIBUTIONS

6.1 Termination of Service.

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.

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.

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 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.

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.

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 except as otherwise provided in Section 3.4C. 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.

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.

6.2	Retirement Account - Form of Payment:

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:

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%

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, his Beneficiary shall receive the balance remaining in such subaccount in a lump sum.

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.

6.3

Education Account.

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%

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.

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.

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.

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

6.5 Unforeseeable Emergency Distribution.

In the event of an unforeseen emergency, a Participant may apply in writing to the Committee for withdrawal against his Deferred Benefit Accounts, other than Excess DCRB Contributions and Investment Fund performance credited to such contributions in 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 available 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.

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:

The Fixed Period Benefit Account,

The Education Account,

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.

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:

To adopt such rules and regulations consistent with the provisions of the Plan;

To enforce the Plan in accordance with its terms and any rules and regulations he establishes;

To maintain records concerning the Plan sufficient to prepare reports, returns and other information required by the Plan or by law;

To construe and interpret the Plan and to resolve all questions arising under the Plan;

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;

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.

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:

The specific reason for the denial,

Specific reference to the Plan Provision on which the denial is based,

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.

7.8

Challenging Forfeiture of Benefits due to Termination for Cause. If the Committee shall have determined that a Participant or his Beneficiary shall forfeit any amounts attributable to Excess DCRB Contributions under this Plan due to a Termination of Service for Cause, such Participant (or his Beneficiary in the event Participant is deceased) shall have the right to elect to challenge such forfeiture through binding arbitration held in New York City, New York under the then existing Commercial Arbitration Rules of the American Arbitration Association. Arbitration proceedings shall be conducted by three arbitrators who shall be authorized to determine whether Cause for termination existed, but solely for the purpose of determining rights to benefits under this Plan. Without limit to their general authority, the arbitrators shall have the right to order reasonable discovery in accordance with the Federal Rules of Civil Procedure. The final decision of the arbitrators shall be binding and enforceable without further legal proceedings in court or otherwise, provided that either party to such arbitration may enter judgment upon the award in any court having jurisdiction. The final decision arising from the arbitration shall be accompanied by a written opinion and decision which shall describe the rational underlying the award and shall include findings of fact and conclusions of law. The cost of such arbitration shall initially be borne equally to the parties to such arbitration (which parties shall be limited to the Employer and the Participant (or his Beneficiary)), and each party shall bear its or his own legal fees; however, the arbitrators shall have authority to award the Participant (or his Beneficiary) his or her legal fees and costs if the arbitrators determine that the decision to forfeit any benefit was made in bad faith. As a condition to proceeding with such arbitration the Employer may require the Participant or his Beneficiary to agree, in writing, that the arbitration award will be binding upon the Participant or such Beneficiary, as the case may be, in connection with rights under this Plan, and that the Participant waives any right to proceed through court proceedings. Such award shall be confidential and shall not be binding or admissible in connection with any other proceeding.

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 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.

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.

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.

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Tiffany and Company

(“Tiffany”)

By: _________________

Name: Patrick B. Dorsey

Title: Senior Vice President - Secretary

Attest: _________________________

Name: Robyn M. Wapner

Title: Assistant Secretary

Tiffany & Co.

(“Parent”)

By: _________________

Name: Patrick B. Dorsey

Title: Senior Vice President - Secretary

Attest: _________________________

Name: Robyn M. Wapner

Title: Assistant Secretary

Exhibit A

NON-COMPETITION AND CONFIDENTIALITY COVENANTS

THIS INSTRUMENT is made and given this ___ day of _________ 2___ by __________________(“Participant”) to and for the benefit of Tiffany and Company, a New York corporation and its Affiliates (as defined below) with reference to the following facts and circumstances:

A. All or a portion of the balances in Participant’s Deferred Benefit Accounts under that certain Tiffany and Company Amended and Restated Executive Deferral Plan, as Adopted by the Board of Directors May 20, 2010 (the “Deferral Plan”) are attributable to Excess DCRB Contributions made under the Deferral Plan and Investment Fund performance credited to such contributions (the “Excess DCRB Benefit”), and Participant has resigned or is about to resign his or her employment with Tiffany or its Affiliate;

B. Participant’s age at the effective date of such resignation was or will be less than 55 years;

C. But for Participant’s obligation to provide this instrument, Participant is otherwise Vested in a right to an Excess DCRB Benefit under the Deferral Plan;

D. Participant is willing to make the promises set forth in this instrument in order to obtain an Excess DCRB Benefit under the Deferral Plan; and

E. Participant agrees that the right to receive an Excess DCRB Benefit under the terms of the Deferral Plan is full and fair consideration for the promises made in this instrument,

NOW THEREFORE, Participant hereby agrees as follows:

1. Defined Terms. Unless otherwise defined in this instrument, words and phrases that have a defined meaning in the Deferral Plan shall have the same meaning in this instrument. The initially capitalized words and phrases set forth below shall have the meanings ascribed to them below:

“Affiliate” means, with reference to any Person, any second Person that controls, is controlled by, or is under common control with, any such first Person, directly or indirectly.

“Board” means the board of directors of Tiffany and Company, a New York corporation.

“Change in Control” means a change in control of Parent of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, whether or not Parent is then subject to such reporting requirement; provided, however, that, anything in this Agreement to the contrary notwithstanding, a Change in Control shall be deemed to have occurred if:

(i)

any Person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, excluding Parent or any of its Affiliates, a trustee or any fiduciary holding securities under an employee benefit plan of Parent or any of its Affiliates, an underwriter temporarily holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly by stockholders of Parent in substantially the same proportion as their ownership of Parent, is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Parent representing Thirty-five percent (35%) or more of the combined voting power of Parent’s then outstanding securities entitled to vote in the election of directors of Parent;

(ii)

ten (10) days following the “Shares Acquisition Date” if any Person has in fact become and then remains an “Acquiring Person” under the Rights Plan;

(iii)

if the Parent Board should resolve to redeem the “Rights” under the Rights Plan in response to a proposal by any Person to acquire, directly or indirectly, securities of Parent representing Fifteen percent (15%) or more of the combined voting power of Parent’s then outstanding securities entitled to vote in the election of directors of Parent;

(iv)

if the Incumbent Directors cease to constitute a majority of the Parent Board; provided, however, that no person shall be deemed an Incumbent Director if he or she was appointed or elected to the Parent Board after having been designated to serve on the Parent Board by a Person who has entered into an agreement with Parent to effect a transaction described in clauses (i), (iii), (v), (vi), (vii), (viii) or (ix) of this definition;

(v)

there occurs a reorganization, merger, consolidation or other corporate transaction involving Parent, in each case with respect to which the stockholders of Parent immediately prior to such transaction do not, immediately after such transaction, own more than Fifty percent (50%) of the combined voting power of the Parent or other corporation resulting from such transaction, as the case may be;

(vi)

all or substantially all of the assets of Parent are sold, liquidated or distributed, except to an Affiliate of Parent;

(vii)

all or substantially all of the assets of Tiffany and Company are sold, liquidated or distributed, except to an Affiliate of Parent;

(viii)

any Person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, excluding Parent or any of its Affiliates, a trustee or any fiduciary holding securities under an employee benefit plan of Parent or any of its Affiliates, an underwriter temporally holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly by stockholders of Parent in substantially the same proportion as their ownership of Parent, is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Tiffany and Company representing Fifty percent (50%) or more of the combined voting power of Tiffany and Company’s then outstanding securities entitled to vote in the election of directors of Tiffany and Company; or

(ix)

there is a “change of control” or a “change in the effective control” of Parent within the meaning of Section 280G of the Code and the Regulations.

“Change in Control Date” shall mean the date on which a Change of Control occurs.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.

“Confidential Information” means all information relating in any manner to Tiffany or its business, including but not limited to, contemplated new products and services, marketing and advertising campaigns, sales projections, creative campaigns and themes, financial information, budgets and projections, system designs, employees, management procedures and systems, employee training materials, equipment, production plans and techniques, product and materials specifications, product designs and design techniques, client information (including purchase history and client identifying information) and vendor information (including the identity of vendors and information concerning the capacity of or products or pricing provided by specific vendors); notwithstanding the foregoing, “Confidential Information” shall not include information that becomes generally publicly available other than as a result of a disclosure by Participant or that becomes available to Participant on a non-confidential basis from a Person that to the Participant’s knowledge, after due inquiry, is not bound by a duty of confidentiality.

“Covered Employee” means an employee of Tiffany.

“Duration of Non-Competition Covenant” means the period beginning with Participant’s Termination Date and ending upon the first to occur of the following: (i) the second year anniversary of Participant’s Termination Date, (ii) a Change in Control Date or (iii) Participant’s 65th birthday provided that, in no circumstance shall the Duration of this Covenant be less than six months.

“Exchange Act” means the Securities Exchange Act of 1934.

“Incumbent Directors” means those individuals who were members of the Parent Board, as of January 1, 2004 and those individuals whose later appointment to the Parent Board, or whose later nomination for election to such Board by the stockholders of Parent, was approved by a vote of at least a majority of those members of such Board who either were members of such Board as of such date, or whose election or nomination for election was previously so approved.

“Jewelry” means jewelry (including but not limited to precious metal or silver jewelry or jewelry containing gemstones) and watches.

“Parent” means Tiffany & Co., a Delaware corporation.

“Parent Board” means the board of directors of Parent.

“Retail Jewelry Trade” means the operation of one or more retail outlets (including stores-within-stores, leased departments or concessions) selling Jewelry in any city in the world in which a TIFFANY & CO. store is located at the time in question; for the purpose of this definition, a retail outlet will not be deemed engaged in the Retail Jewelry Trade if less than 5% of the items displayed for sale in such outlet are Jewelry, so that, by way of example, an apparel store that offers Jewelry as an incidental item would not be deemed engaged in the Retail Jewelry Trade.

“Regulations” mean regulations under Section 280G of the Code, including proposed and temporary regulations, and any successor provisions thereto.

“Rights Plan” means the Amended and Restated Rights Agreement Dated as of September 22, 1998 by and between Tiffany & Co., a Delaware corporation, and ChaseMellon Shareholder Services L.L.C., as Rights Agent, as such Agreement may be further amended from time to time.

“Termination Date” means the date Participant ceases to be an employee of Tiffany.

“Tiffany” means Tiffany and Company, a New York corporation, and if the context so requires, Tiffany and Company and/or any Affiliate of Tiffany and Company, such term to be interpreted broadly so as to give rights equivalent to Tiffany and Company to any Affiliate of Tiffany and Company.

“Wholesale Jewelry Trade” means the sale of Jewelry or gemstones to the Retail Jewelry Trade, the development or design of Jewelry for sale to the Retail Jewelry Trade or the production of Jewelry for sale to the Retail Jewelry Trade regardless of where in the world such activities are conducted.

2. Non-Competition. Participant agrees that for the Duration of the Non-Competition Covenant Participant will not directly or indirectly (whether as director, officer, consultant, principal, owner, member, partner, advisor, financier, employee, agent or otherwise):

(i) engage in, assist, have any interest in or contribute Participant’s knowledge and abilities to, any business or entity in the Retail Jewelry Trade or in the Wholesale Jewelry Trade or seeking to enter or about to become engaged in the Retail Jewelry Trade or the Wholesale Jewelry Trade (provided that this subsection shall not prohibit an investment by Participant not exceeding five percent of the outstanding securities of a publicly traded company);

(ii) employ, attempt to employ, or assist anyone in employing a Covered Employee or any person who was a Covered Employee at any time during the Duration of the Non-Competition Covenant or within three (3) months prior thereto (including by influencing any Covered Employee to terminate his/her employment with Tiffany or to accept employment with any Person); or

(iii) attempt in any manner to solicit Jewelry purchases by any client of Tiffany or persuade any client of Tiffany to cease doing business or reduce the amount of business that such client has customarily done with Tiffany.

3. Confidentiality. Participant acknowledges that Participant has had access to Confidential Information. Participant agrees not to disclose Confidential Information or to use Confidential Information to the detriment of Tiffany. If the Participant is requested in any case by a court or governmental body to make any disclosure of Confidential Information, the Participant shall (i) promptly notify Tiffany in writing, (ii) consult with and assist Tiffany at Tiffany’s expense in obtaining an injunction or other appropriate remedy to prevent such disclosure, and (iii) use Participant’s reasonable efforts to obtain at the Company’s expense a protective order or other reliable assurance that confidential treatment will be accorded to any Confidential Information that must be disclosed. Subject to the foregoing sentence, Participant may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of Participant’s counsel (the form and substance of which opinion shall be reasonably acceptable to Tiffany), the Participant is legally compelled or otherwise required to disclose or else stand liable for contempt or suffer other material penalty. The obligations in this section shall continue beyond the Duration of the Non-Competition Covenant.

4. Loss of Excess DCRB Benefit in the Event of Breach. Should Participant breach Participant’s obligations under Section 2 above, he shall forfeit and lose all right to any current or future Excess DCRB Benefit under the Deferral Plan.

5. Enforcement.

(i) Participant agrees that the restrictions set forth in this instrument are reasonable and necessary to protect the goodwill of Tiffany. If any provision set forth herein is deemed invalid, illegal or unenforceable based upon duration, geographic scope or otherwise, Participant agrees that such provision shall be modified to make it enforceable to the fullest extent permitted by law.

(ii) In the event of breach or threatened breach by Participant of the provisions set forth in this instrument, Participant acknowledges that Tiffany will be irreparably harmed and that monetary damages (including loss of benefits) shall be an insufficient remedy to Tiffany. Therefore, Participant consents to the enforcement of this instrument by means of temporary or permanent injunction and other appropriate equitable relief in any competent court, in addition to any other remedies Tiffany may have under this Agreement or otherwise.

6. Procedure to Obtain Determination. Should Participant wish to obtain a determination that any proposed employment, disclosure, arrangement or association (each a “Proposed Transaction”) is not prohibited hereunder, Participant shall direct a written request to the Board. Such request shall fully describe the Proposed Transaction. Within 30 days after receipt of such request, the Board may (i) issue such a determination in writing, (ii) issue its refusal of such request in writing, or (iii) issue a written request for more written information concerning the Proposed Transaction. In the event that alternative (iii) is elected (which election may be made on behalf of the Board by the Legal Department of Tiffany and Company without action by the Board), any action on Participant’s request will be deferred for ten (10) days following receipt by said Legal Department of the written information requested. Failure of the Board to act within any of the time periods specified in this Section 4 shall be deemed a determination that the Proposed Transaction is not prohibited hereunder. A determination made or deemed made under this Section 6 shall be limited in effect to the Proposed Transaction described in the submitted materials and shall not be binding or constitute a waiver with respect to any other Proposed Transaction, whether proposed by such Participant or any other Person. In the event that Participant wishes to seek a determination that employment with a management consulting firm, an accounting firm, a law firm or some other provider of consulting services to a wide variety of clients will not be prohibited hereunder should such firm, at some unspecified time, provide services to a Person in the Retail Jewelry Trade or the Wholesale Jewelry Trade, Participant may seek a determination hereunder; in submitting such a Proposed Transaction, the Participant should specify the extent that Participant will be involved in or can be excluded from involvement in the provision of such services. In a making any determination under this Section 6, the Board shall not be deemed to be acting as a fiduciary with respect to the Deferral Plan, the Participant or any Beneficiary of the Participant and shall be under no obligation to issue a determination that any Proposed Transaction is not prohibited hereunder.

7. Arbitration and Equitable Relief. Participant and Tiffany agree that any and all disputes arising out or relating to the interpretation or application of this instrument, including any dispute concerning whether any conduct is in violation of Section 2 or 3 above, shall be subject to arbitration in New York, New York, under the then existing Commercial Arbitration Rules of the American Arbitration Association. Arbitration proceedings shall be conducted by three arbitrators. Without limit to their general authority, the arbitrators shall have the right to order reasonable discovery in accordance with the Federal Rules of Civil Procedure. The final decision of the arbitrators shall be binding and enforceable without further legal proceedings in court or otherwise, provided that either party to such arbitration may enter judgment upon the award in any court having jurisdiction. The final decision arising from the arbitration shall be accompanied by a written opinion and decision which shall describe the rational underlying the award and shall include findings of fact and conclusions of law. The cost of such arbitration shall be borne equally by the parties and each party to the arbitration shall bear its own legal fees. Notwithstanding any provision in this Section 7, the requirement to arbitrate disputes shall not apply to any action to enforce this instrument by means of temporary or permanent injunction or other appropriate equitable relief.

8. Miscellaneous Provisions.

(a) Tiffany may assign its rights to enforce this instrument to any of its Affiliates. Participant understands and agrees that the promises in this instrument are for the benefit of Tiffany (which term includes Tiffany and Company and its Affiliates) and for the benefit of the successors and assigns of Tiffany and its Affiliates.

(b) Any determination made by the Board under Section 6 above shall bind Tiffany and Company and its Affiliates.

(c) If any action by Participant prohibited hereunder causes Participant to lose a right to an Excess DCRB Benefit under the Deferral Plan, such loss of Excess DCRB Benefit shall also be effective with respect to Participant’s Beneficiaries under the Deferral Plan.

(d) The laws of the State of New York, without giving effect to its conflicts of law principles, govern all matters arising out of or relating to this instrument and all of the prohibitions and remedies it contemplates, including, without limitation, its validity, interpretation, construction, performance and enforcement.

(e) Each Person giving or making any notice, request, demand or other communication (each, a “Notice”) pursuant to this Instrument shall

(i) give the Notice in writing; and

(ii)

use one of the following methods of delivery, each of which for purposes of this Agreement is a writing:

(A) Personal delivery;

(B)

Registered or Certified Mail, in each case, return receipt requested and postage prepaid; or

(C)

Nationally recognized overnight courier, with all fees prepaid.

(f) Each Person giving a Notice shall address the Notice to the recipient (the “Addressee”) at the address given on the signature page of this Instrument or to a changed address designated in a Notice.

(g) A Notice is effective only if the person giving the Notice has complied with subsections (e) and (f) and if the Addressee has received the Notice. A Notice is deemed to have been received upon receipt as indicated by the date on the signed receipt, provided, however, that if the Addressee rejects or otherwise refuses to accept the Notice, or if the Notice cannot be delivered because of a change in address for which no Notice was given, then upon such rejection, refusal or inability to deliver such Notice will be deemed to have been received. Despite the other clauses of this subsection (g), if any Notice is received after 5:00 p.m. on a business day where the Addressee is located, or on a day that is not a business day where the Addressee is located, then the Notice is deemed received at 9:00 a.m. on the next business day where the Addressee is located.

(h) This instrument shall not be amended except by a subsequent written instrument that has been executed by Participant and on behalf of Tiffany by a duly authorized officer of Tiffany. Participant’s obligations under this instrument may not be waived, except pursuant to a writing executed on behalf of Tiffany or as otherwise provided in Section 6 above.

(i) This instrument constitutes the final expression of Participant’s post-employment confidentiality and non-competition obligations necessary to receive an Excess DCRB Benefit under the Deferral Plan. It is the complete and exclusive expression of those obligations and all prior and contemporaneous negotiations and agreements between the parties on those matters are expressly merged into and superceded by this Agreement; notwithstanding the foregoing, Participant’s right to receive an Excess DCRB Benefit and the amount and terms of payment of such Excess DCRB Benefit shall be exclusively determined by the Deferral Plan.

(continued)

(j) Any reference in this instrument to the singular includes the plural where appropriate, and any reference in this instrument to the masculine gender includes the feminine and neuter genders where appropriate. The descriptive headings of the sections of this instrument are for convenience only and do not constitute part of this instrument.

IN WITNESS WHEREOF, this instrument has been executed on the date first written above.

Participant

__________________________

Name:

Notice Address:

__________________________

Accepted and agreed (as to Section 7)

Tiffany and Company

By:______________________

Name:

Title:

Notice Address:

The Board of Directors

Tiffany and Company

Care of:

Legal Department

600 Madison Avenue

New York, NY 10022

Schedule 4.5 to Tiffany and Company Executive Deferral Plan

1.	NVIT Money Market Fund – Money Market

2.	Federated Quality Bond II Fund – Bond

3.	Fidelity VIP Equity Income Fund – Large Cap Value

4.	Fidelity VIP II Contra Fund – Large Cap Blend

5.	Janus Aspen Series Forty Fund – Large Cap Growth

6.	Dreyfus Stock Index Fund – Large Blend

7.	NVIT Multi-Manager Small Cap Value Fund – Small Cap Value

8.	Neuberger Berman Mid Cap Growth Fund – Mid Cap Growth

9.	Janus Aspen Series Overseas Fund – Foreign Large Growth

10.	NVIT Multi-Manager Small Cap Growth Fund – Small Cap Growth

11.	Goldman Sachs VIT Mid Cap Value Fund – Mid Cap Value

12.	Oppenheimer Global Securities VA Fund – Global Equity

13.	PIMCO VIT Real Return - Bond

EX-99.1 3 ex10_138.htm RESTATED EXCESS PLAN ex10_138.htm

EXHIBIT 10.138

2004 TIFFANY AND COMPANY

UN-FUNDED RETIREMENT INCOME PLAN TO RECOGNIZE COMPENSATION

IN EXCESS OF INTERNAL REVENUE CODE LIMITS

Amended and Restated as of October 31, 2011

WHEREAS, Tiffany and Company, a New York Corporation, intends by this instrument to establish an unfunded plan to provide supplemental retirement benefits to executive officers and other members of a select group of management employees as a means of recruiting and retaining qualified employees; and

WHEREAS, this Plan is intended to constitute both an unfunded excess benefit plan under Section 3(36) of Title I of ERISA and a nonqualified, unfunded deferred compensation plan for a select group of management or highly compensated employees under Title I of ERISA.

WHEREAS, all benefits payable under this Plan shall be paid from the general assets of Tiffany and Company. This Plan is not intended to meet the qualification requirements of Section 401 of the Internal Revenue Code of 1986, as amended;

WHEREAS, the full earnings of highly compensated employees are not recognized as compensation under the Tiffany and Company Pension Plan due to limitations imposed under the Internal Revenue Code; and

WHEREAS, Tiffany and Company, for purposes of calculating supplemental retirement benefits under this plan, wishes to recognize earnings that would be recognized under the Tiffany and Company Pension Plan but for such limitations and pay supplemental retirement benefits under this plan that are not subject to any limitation as to amount under the Code; and

WHEREAS, Tiffany and Company revised this plan effective February 1, 2007 to modify age and service requirements for early retirement, which revisions are reflected in this document; and

WHEREAS, Tiffany and Company further revised this plan effective November 25, 2008 to provide for benefits under a voluntary enhanced retirement incentive program referred to as Pension-Plus, and to modify this plan’s terms relating to commencement of retirement benefits under this plan, due to restrictions imposed under the Internal Revenue Code, which revisions are reflected in this document; and

WHEREAS, Tiffany and Company further revised this plan effective January 12, 2009 to extend the Election Period for participation in Pension-Plus from January 12, 2009 to January 19, 2009; and

WHEREAS, Tiffany and Company further revised this plan effective October 31, 2011 to clarify opportunities for the commencement of benefits for Participants who ceased performing Creditable Service subsequent to December 31, 2003 and prior to February 1, 2007,

NOW, THEREFORE, to carry the above intentions into effect, and intending to be legally bound hereby, Tiffany and Company does enter into this Plan effective the first day of January, 2004.

This Plan shall be known as the

2004 TIFFANY AND COMPANY

UN-FUNDED RETIREMENT INCOME PLAN TO RECOGNIZE

COMPENSATION IN EXCESS OF INTERNAL REVENUE CODE LIMITS

ARTICLE I

DEFINITIONS

FOR THE PURPOSES OF THIS PLAN, THE FOLLOWING CAPITALIZED TERMS AND PHRASES SHALL HAVE THE MEANINGS ASCRIBED TO THEM BELOW:

“Accrued Benefit” means, with respect to each Participant, the amount on a given date of the benefits provided under Section 3.2 of this Plan using Average Final Compensation, Covered Compensation and Creditable Service determined as of such date. The Accrued Benefit for any Participant may be expressed in a form which is the Actuarial Equivalent of the Accrued Benefit.

"Actuarial Equivalent" shall have the same meaning as in the Pension Plan.

“Affiliate” means, (i) for purposes of the definition of "Cause", with reference to any Person, any second Person that controls, is controlled by, or is under common control with, any such first Person, directly or indirectly; and (ii) for purposes of the definition of "Employer", any entity that is required to be aggregated together with the Company and treated as the employer, in accordance with Section 1.409A-1(h)(3) of the Regulations.

"Applicable Interest Rate" means, for any period, the rate of interest on one-year U.S. Treasury securities (constant maturities), determined as of the month preceding the first month of such period.

"Average Final Compensation" shall have the same meaning as in the Pension Plan.

"Benefit" means, with respect to each Participant or his beneficiary, the benefit to which Participant is entitled under Article III of this Plan.

“Board” means the Board of Directors of Tiffany and Company, a New York corporation.

“Cause” means a termination of Participant’s employment, involuntary on Participant’s part, which is the result of:

(i)

Participant’s conviction or plea of no contest to a felony involving financial impropriety or a felony which would tend to subject the Company or any of its Affiliates to public criticism or materially interfere with Participant’s continued service to the Company or its Affiliate;

(ii)

Participant’s willful and unauthorized disclosure of material “Confidential Information” (as that term is defined in the Non-Competition and Confidentiality Covenants) which disclosure actually results in substantive harm to the Company’s or its Affiliate’s business or puts such business at an actual competitive disadvantage;

(iii)

Participant’s willful failure or refusal to perform substantially all such proper and achievable directives issued by Participant’s superior (other than: (A) any such failure resulting from Participant’s incapacity due to physical or mental illness, or (B) any such refusal made by Participant in good faith because Participant believes such directives to be illegal, unethical or immoral) after a written demand for substantial performance is delivered to Participant on behalf of Company, which demand specifically identifies the manner in which Participant has not substantially performed Participant’s duties, and which performance is not substantially corrected by Participant within [ten (10)] days of receipt of such demand;

(iv)

Participant’s commission of any willful act which is intended by Participant to result in his personal enrichment at the expense of the Company or any of its Affiliates, or which could reasonably be expected by him to materially injure the reputation, business or business relationships of the Company or any of its Affiliates;

(v)

A theft, fraud or embezzlement perpetrated by Participant upon Company or any of its Affiliates.

For purposes of this definition, no act or failure to act on Participant’s part shall be deemed “willful” unless done, or omitted to be done, by Participant in bad faith toward, or without reasonable belief that such action or omission was in the best interests of, Company or its Affiliate. Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for Cause for the purposes of this Plan unless and until there shall have been delivered to Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4th) of the entire membership of the Board (exclusive of the Participant if Participant is a member of such Board) at a meeting called and held for such purpose (after reasonable notice to Participant and an opportunity for Participant, together with counsel for Participant, to be heard before such Board), finding that, in the good faith opinion of such Board, Cause exists as set forth above.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Committee" means the Pension Plan Committee of the Company, which shall have authority over this Plan.

“Company” shall have the same meaning as in the Pension Plan.

"Compensation" shall have the same meaning as in the Pension Plan, provided, however, that, for purposes of this Plan, the annual compensation taken into account for any Participant for any year shall not be subject to the annual compensation limit established by the Omnibus Budget Reconciliation Act of 1993 (Code Section 401(a)(17), as in effect from time to time).

“Covered Compensation” shall have the same meaning as in the Pension Plan.

"Creditable Service" shall have the same meaning as in the Pension Plan.

"Disability" means a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, is receiving income replacement benefits for a period of not less than 3 months under an accident and health plan maintained by the Company.

“Early Retirement Date” shall mean, with respect to any Participant, the date such Participant first qualifies to receive a retirement allowance under the provisions of Section 3.4 below.

"Effective Date" means January 1, 2004.

"Employer" means, for purposes of the definition of "Separation from Service", the Company and its Affiliates.

“Ending Compensation” means the annual rate of Compensation from the Company in effect for the Participant at the time in question, provided that commissions, bonuses, premiums and incentives shall be determined by reference to such items paid in the last full Plan Year completed at the time in question.

“Non-Competition and Confidentiality Covenants” means an instrument in substantially the form of Exhibit A attached duly completed and executed by the Participant in question.

“Normal Retirement” means retirement at age 65, the normal retirement age under the Pension Plan.

“Normal Retirement Age” means the later of (i) Participant’s 65th birthday or (ii) the 5th anniversary from his date of hire.

"Normal Retirement Pension Benefit" means, with respect to each Participant at any point in time, the annual retirement allowance to which Participant would be entitled at Normal Retirement payable from the Pension Plan as an annuity for Participant's life, whether or not such retirement allowance is actually paid, and regardless of any optional form of benefit payment elected under the Pension Plan by said Participant based upon such Participant’s Average Final Compensation, Covered Compensation and Creditable Service, in each case as determined solely in accordance with the provisions of the Pension Plan and without reference to this Plan.

"Participant" means a participant in this Plan.

"Pension Plan" means the Tiffany and Company Pension Plan as such Pension Plan may be amended from time to time.

“Pension Benefit” shall have the same meaning as in the Pension Plan.

"this Plan" means the 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of IRC Limits as described in this instrument, as amended from time to time.

"Plan Year" means a "Plan Year" under the Pension Plan.

"Regulations" means the Treasury Regulations promulgated pursuant to the Code, as amended from time to time.

"Scheduled Benefit Commencement Date" means the date as of which benefits under the Plan are scheduled to commence, as determined in accordance with Sections 3.2(a), 3.2(b), 3.7, or 3.9, determined without regard to the provisions of Section 3.10.

“Select Management Employee” means those employees of the Company listed in Schedule I hereto who are, as of the Effective Date, actively employed by Tiffany and Company, or who thereafter return to active employment from a Company-approved approved leave of absence or disability leave and such persons who are thereafter appointed by the Board as an officer of Tiffany and Company with the title of Vice President, Group Vice President, Senior Vice President, Executive Vice President, President, Chairman of the Board, chief operating officer, chief executive officer, and any other management employee of the Company who is specifically designated a Select Management Employee by the Board; for the purpose of this definition, once a person has been appointed a Select Management Employee, he or she will be deemed, for the purposes of this Plan, to remain a Select Management Employee, regardless of subsequent change in title or responsibility. Notwithstanding the foregoing, the term Select Management Employees does not include persons (a) whose principal place of work is outside the United States and (b) who are paid their Compensation from a foreign bank or bank branch or who are eligible to receive retirement, severance or similar benefits under foreign law or as a result of foreign custom.

"Separation from Service" means, with respect to Participant, 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 Regulations. In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:

(i)

Separation from 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 immediately following the 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.

(iii)

If the Participant is on 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 29 months. If the period of disability leave exceeds 29 months, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such 29-month period. For purposes of this paragraph, disability leave refers to a leave of absence that is due to any medically determinable physical or mental impairment that can be expected to result in death of can be expected to last for a continuous period of not less than 6 months, where such impairment causes the Participant to be unable to perform the duties of his position of employment or any substantially similar position of employment.

“Vested" means that the Participant has a right to his Accrued Benefit as provided for in Section 3.12 below forfeitable only as provided in Section 3.12 below.

ARTICLE II

PARTICIPATION IN THIS PLAN

2.1

Commencement of Participation. Each Select Management Employee shall automatically become a Participant in this Plan as of the latter of (i) the Effective Date, (ii) the date he or she first becomes a Participant in the Pension Plan or (iii) the date he or she is first appointed a Select Management Employee by the Board.

2.2

Cessation of Participation and Re-commencement of Participation. A Participant shall cease to be a Participant on the earlier of: (i) the date on which this Plan terminates or (ii) the date on which he ceases to be a Participant in the Pension Plan. A former Participant shall again become a Participant in this Plan when he again becomes a Participant in the Pension Plan. Except to the extent different treatment is prescribed for former Participants pursuant to the terms of Article III below, a former Participant will be deemed a Participant, for all purposes of this Plan, as long as such former Participant retains a Vested interest pursuant to the terms of Article III below.

ARTICLE III

PLAN BENEFITS

3.1

Overriding Limitation. Except as provided in this Section 3.1, under no circumstances will a Participant or a former Participant be entitled to a Benefit under this Plan unless Participant becomes Vested in his Normal Retirement Pension Benefit. In the event the Pension Plan shall have been terminated as of the time a Pension Benefit would have become payable to Participant under the Pension Plan, the Benefit under this Plan shall be calculated by application, by means of the formula set forth in Section 3.2 below, of the Normal Retirement Pension Benefit which would have been payable to Participant under the Pension Plan as in effect on February 1, 2007; and if Participant would not have been entitled to a Pension Benefit under the Pension Plan as in effect on February 1, 2007 as of the date a Benefit would otherwise become payable hereunder, no Benefit shall be payable under this Plan.

3.2	Annual Retirement Allowance; Commencement.

(a)

Subject to Section 3.2(c) and Section 3.12 below, any person who, subsequent to December 31, 2003 and prior to January 1, 2008 ceases to be a Participant after he is Vested and has rendered 10 or more years of Creditable Service, and any Participant who incurs a Separation from Service after December 31, 2007 after he is Vested and has rendered more than 10 years of Creditable Service, shall be entitled to an annual retirement allowance, payable in monthly installments commencing at the end of the later of (i) for a person who ceased to be a participant after December 31, 2003 and prior to January 1, 2008, the calendar month immediately following the month the person ceased to be a Participant and for a person who incurred a Separation from Service after December 31, 2007, the calendar month immediately following his Separation from Service; or (ii) the calendar month immediately following the month in which the person’s 55th birthday occurs.

(b)

Subject to the other provisions of this Article III, any person who, subsequent to December 31, 2003 and prior to January 1, 2008 ceases to be a Participant after he is Vested and who has not rendered 10 or more years of Creditable Service, and any Participant who incurs a Separation from Service after December 31, 2007 after he is Vested and who has not rendered 10 or more years of Creditable Service, shall be entitled to an annual retirement allowance under this Plan, payable in monthly installments, such installments to commence at the end of the later of (i) for a person who ceased to be a Participant after December 31, 2003 and prior to January 1, 2008, the calendar month immediately following the month the person ceased to be a Participant and for a person who incurred a Separation from Service after December 31, 2007, the calendar month immediately following his Separation from Service; or (ii) the calendar month immediately following the month in which the person’s 65th birthday occurs.

(c)

With respect to a Participant who ceased performing Creditable Service subsequent to December 31, 2003 and prior to February 1, 2007, the provisions of Section 3.2(a) and (b) shall be modified as follows. Such Participant shall not be eligible to commence an annual retirement allowance under Section 3.2(a) unless he has rendered 15 or more years of Creditable Service, and in that event such retirement allowance shall commence no earlier than the end of the calendar month immediately following the month in which his 60th birthday occurs. If such Participant has not rendered 15 or more years of Creditable Service, his annual retirement allowance shall commence at the time specified under Section 3.2(b).

(d)

Monthly installments payable under this Section 3.2 shall continue to be paid to and including the last monthly payment in the month of his death. In all cases the amount of the annual retirement allowance shall be computed in accordance with Sections 3.3, 3.4 or 3.5 below, whichever may be applicable.

3.3

Normal Retirement Benefit. The annual retirement allowance for a Vested person who ceases to be a Participant on or after January 1, 2003 and prior to January 1, 2008, or a Participant who incurs a Separation from Service after December 31, 2007, and whose Scheduled Benefit Commencement Date is no earlier than his 65th birthday, shall be equal to (A) less (B), where (A) equals 1 percent of the person’s Average Final Compensation not in excess of Covered Compensation multiplied by the number of his years, including fractions thereof, of Creditable Service, plus 1-1/2 percent of his Average Final Compensation in excess of Covered Compensation multiplied by the number of his years, including fractions thereof, of Creditable Service, determined as of the date of his Separation from Service, and (B) equals such person’s Normal Retirement Pension Benefit, determined as of the date of his Separation from Service. For purposes of calculating the value of (A) in the foregoing sentence, but not for purposes of calculating the value of (B) therein, Average Final Compensation and Covered Compensation shall be determined without regard to any limit on Compensation imposed by Section 401(a)(17) of the Code.

3.4

Early Retirement Benefit. The annual retirement allowance for a Vested person who has rendered 10 or more years of Creditable Service (15 or more years of Creditable Service for a person whose Creditable Service ceased prior to February 1, 2007), and who ceases to be a Participant on or after January 1, 2003 and prior to January 1, 2008, or incurs a Separation from Service after December 31, 2007, and whose Scheduled Benefit Commencement Date is no earlier than his 60th birthday, but prior to his 65th birthday shall be equal to the annual retirement allowance computed in accordance with Section 3.3 above reduced by 1/12th of 5 percent for each month by which his attained age at his Scheduled Benefit Commencement Date is less than age 65. The annual retirement allowance for a Vested person who has rendered 10 or more years of Creditable Service (all or a portion of which Creditable Service was performed on or after February 1, 2007), and who ceases to be a Participant on or after January 1, 2003 and prior to January 1, 2008, or incurs a Separation from Service after December 31, 2007, and whose Scheduled Benefit Commencement Date is after the occurrence of his 55th birthday, but prior to his 60th birthday, shall be equal to the annual retirement allowance computed in accordance with Section 3.3 above reduced by a percentage which shall be the sum of (i) 25 percent and (ii) 1/12th of 3 percent for each month by which his attained age at his Scheduled Benefit Commencement Date is less than age 60.

3.5

Vested Retirement Benefit. The annual retirement allowance for a Vested person to whom Section 3.3 does not apply and whose retirement allowance commences before the occurrence of his 65th birthday shall be equal to the retirement allowance computed in accordance with Section 3.3 reduced to be the Actuarial Equivalent of such allowance.

3.6	Optional Benefits in Lieu of Regular Benefits.

(a)

A Participant under this Plan who is not married at his Scheduled Benefit Commencement Date shall be deemed to have elected that the retirement allowance payable under this Plan be payable in the form of an annuity for the life of the Participant, with no benefits continued to any person after his death, and a Participant under this Plan who is married as of his Scheduled Benefit Commencement Date shall be deemed to have elected that the annual retirement allowance payable under this Plan be payable in the form of an annuity for the life of the Participant, with 50% of such annuity continued for the life of his surviving spouse, unless the Participant elects, prior to his Scheduled Benefit Commencement Date and in accordance with Section 3.6(c), to receive payment under an optional form of benefit described in Section 3.6(b). The retirement allowance payable to married Participant, in accordance with this Section shall be reduced as provided in Section 3.6(b).

(b)

A Participant shall be permitted to elect to receive his benefit under this Plan in the form of an annuity payable for his life, with the provision that after his death an allowance of 50%, 66-2/3%,75% or 100% of the rate of his reduced allowance, as he shall elect, shall continue during the life of, and shall be paid to, the beneficiary designated by him at the time of electing the option. The amount payable to the Participant under any optional form or annuity shall be reduced from the amount otherwise payable for his life only, so that such annuity is the Actuarial Equivalent of the amount otherwise payable for his life only.

(c)

An election of an optional form of annuity shall be made at such time and in such manner as the Committee may direct, provided, however, that no election shall be given effect unless it is made prior to the Participant's Scheduled Benefit Commencement Date

3.7	Survivorship Benefits.

(a)

Upon the death prior to his Scheduled Benefit Commencement Date of a Participant who has become Vested in his Accrued Benefit, as provided in Section 3.12 of this Plan, (ii) a Participant who has attained Normal Retirement Age, (iii) subject to Section 3.12 below, the death of a former Participant who incurred a Separation from Service after he had become Vested in his Accrued Benefit there shall be payable to the Participant's or former Participant's spouse, if any, a spouse's allowance as provided for in this Section 3.7.

(b)

The amount of the spouse’s allowance shall be determined by Section 3.7(d) below for the spouse of a Participant described in Section 3.7(a)(i) or (ii) above. The amount of the spouse’s allowance shall be determined by Section 3.7(e) below for the spouse of a former Participant described in Section 3.7(a)(iv) above.

(c) The spouse's allowance shall commence as of the first day of the calendar month following the month in which the Participant or former Participant died or would have attained age 55, whichever is the later.

(d) The spouse's allowance for the spouse of a person described in Section 3.7(a)(i), (ii) above shall be the greater of (i) an allowance for the life of the spouse, payable monthly, which is equal to 20 percent of

the Participant's or former Participant's Ending Compensation at the earlier of the time of his death or his Separation from Service, less any spouse’s allowance payable under the Pension Plan, or (ii) an allowance equal to the allowance the spouse would have received if the Participant or former Participant were deemed to have incurred a Separation from Service on the date of his death (whether or not an earlier Separation from Service occurred) and elected to receive, based on his Average Final Compensation and years of Creditable Service at his actual date of Separation from Service with the Company, the retirement allowance payable to him under Section 3.3 that would commence at the later of normal retirement age or the date of death, reduced for election of the 100% survivorship option at such deemed termination date, and continuing after his death in the same monthly amount during the life of his spouse.

(e)

Unless an optional form of benefit is selected in accordance with Section 3.6(c), the spouse’s allowance for the spouse of a former Participant described under Section 3.7(a)(iv) above shall equal the allowance the spouse would have received if the former Participant were deemed to have retired at the early retirement age and elected to receive, based on his Average Final Compensation and years of Creditable Service at the actual date of Separation from Service with the Company, the retirement allowance payable to him under Section 3.3, reduced for election of the 50% survivorship option at the normal retirement age and continuing after his death in a amount equal to 50% of the amount that would have been payable to the former Participant during his life.

3.8

Termination of Benefit Payments. Payment of Benefits under this Article III to a Participant, former Participant, Participant’s spouse or beneficiary, or former Participant’s spouse or other beneficiary shall cease with the monthly payment for the month in which such Participant, former Participant, spouse or beneficiary dies.

3.9

Disabled Participants. Notwithstanding any other provisions in this Plan, a Participant who incurs a Disability shall be treated as a Participant and shall continue to accrue Creditable Service until he dies, , becomes ineligible for further payments under such Program, or attains his 65th birthday, whichever shall first occur, and his Compensation in the last full year of his employment shall be deemed to be his annual Compensation for purposes of this Plan during such period. Any retirement allowance payable on his account under this Plan shall be made on the basis of his age, Average Final Compensation and Creditable Service at the time he died, attained his 65th birthday, or became ineligible. Any benefit payable to the Participant described in this Section 3.9 shall be payable commencing in the month following the month of his 65th birthday, if he is then alive. Any benefit payable to the surviving spouse of a Participant described in this Section 3.9 shall be determined in accordance with Section 3.7, provided, however, that for purposes of Section 3.7, and not for any other purpose of this Section 3.9, the date of the Participant's death shall be treated as if it were the date on which he incurred a Separation from Service.

3.10

Delay of Payments. In no event shall monthly payments of an annual retirement allowance payable under this Plan, or any payments under Section 3.11 below, be made earlier than 6 months following the date the payee ceased to be a Participant under this Plan; provided that promptly following the expiration of such 6 month period, a lump sum payment will be made to such person equal to all monthly installments that would, but for the provisions of this Section 3.10, have been paid to such person under this Plan, plus interest on the monthly payments that subject to such delay, at the Applicable Interest Rate for such period. Whenever the amount of any payment under this Plan is to be determined, it shall be determined without reference to this Section 3.10 on the assumption that such payments would earlier commence as otherwise provided for in this Article III but for the effect of this Section 3.10.

3.11

Required Cash-outs of Certain Accrued Benefits. If a Participant terminates service prior to January 1, 2009 and the present value of the Vested accrued pension or survivor benefit provided under Article III hereof in respect of such Participant is equal to or less than $5,000, or if a Participant incurs a Separation from Service after December 31, 2008 and the present value of the Vested accrued pension or survivor benefit provided under Article III hereof in respect of such Participant is equal to or less than the limitation in effect under Section 402(g)(1)(B) of the Code for the year in which he incurs such Separation from Service, the person to whom such benefits would otherwise be paid in monthly installments shall receive a lump-sum distribution of the present value of the entire Vested portion of such Accrued Benefit. For the purposes of determining the present value of a Vested Accrued Benefit under this Section 3.11, actuarial assumptions used under the Pension Plan for a comparable determination under the Pension Plan shall be used. Notwithstanding any provision in this Plan to the contrary, if a former Participant who has received a lump-sum distribution of his entire non-forfeitable benefit under this Plan pursuant to this Section 3.11 is re-employed by the Company, he shall be treated as a new Employee and prior service performed by the former Participant in respect of such distribution shall be disregarded for purposes of determining his Accrued Benefit under this Plan. A lump sum payment that is payable to a Participant in accordance with this Section shall be paid on the first day of the seventh month following the month in which he incurred a Separation from Service.

3.12

Vesting and Forfeiture of Vested Benefits. A Participant shall be Vested in his Accrued Benefit under this Plan if that person is vested under the Pension Plan, provided that any Benefit that would otherwise be payable to a Participant or to the beneficiary of any Participant shall be forfeited in the event that (i) Participant’s employment with the Company is terminated by the Company for Cause, (ii) Participant voluntarily resigns from the Company prior to reaching Participant’s Normal Retirement Age and fails to execute and deliver to the Company the Non-Competition and Confidentiality Covenants prior to the effective date of such resignation, or (iii) a former Participant who has executed and delivered the Non-Competition and Confidentiality Covenants breaches Section 2 of such Covenants.

3.13

Adjustment, Amendment, or Termination of Benefit. Notwithstanding any other provision in this Plan to the contrary, the Company may not adjust, amend, or terminate its obligations to a Participant in respect of his Accrued Benefit under this Article III subsequent to that date on which Participant is Vested pursuant to Section 3.12 above except as expressly provided in Section 3.12 above.

3.14	Tax Withholding. To the extent required by the law in effect at the time benefits are distributed pursuant to this Article III, the Company or its agents shall withhold any taxes required by the federal or any state or local government from payments made hereunder.

ARTICLE IV

UNFUNDED PLAN

4.1

Unfunded Benefits. Benefits are payable as they become due irrespective of any actual investments the Company may make to meet its obligations. Neither the Company, nor any trustee (in the event the Company elects to use a grantor trust to accumulate funds) shall be obligated to purchase or maintain any asset including any life insurance policy. To the extent a Participant or any other person acquires a right to receive payments from the Company under this Plan, such right shall be no greater than the right of any unsecured creditor of the Company.

4.2	No Contributions. Participants are neither required nor permitted to make contributions to this Plan.

ARTICLE V

AMENDMENT AND TERMINATION

5.1	Plan Amendment. Subject to Sections 3.12 and 3.13, this Plan may be amended in whole or in part by the Company at any time.

5.2

Plan Termination. Subject to Sections 3.12 and 3.13, the Company reserves the right to terminate this Plan at any time but only in the event that the Company, in its sole discretion, shall determine that the economics of this Plan have been adversely and materially affected by a change in the tax laws, other government action or other event beyond the control of the Participant and the Company or that the termination of this Plan is otherwise in the best interest of Company. To the extent consistent with the rules relating to plan terminations and liquidations in Section 1.409A-3(j)(4)(ix) of the Regulations or otherwise consistent with Section 409A of the Code, the Company may provide that, without the prior written consent of Participants, the Participants’ benefits hereunder shall be distributed in a lump sum upon termination of the Plan. Unless so distributed in accordance with the preceding sentence, in the event of a Plan termination, benefits hereunder shall continue to be paid in accordance with the foregoing provisions of the Plan.

ARTICLE VI

ADMINISTRATION AND CLAIMS PROCEDURES

6.1

Committee. The general administration of this Plan shall be the responsibility of the Committee. The Committee is the named fiduciary of this Plan for which this document is the written instrument. The Committee from time to time may establish rules for the administration of this Plan and the transaction of it business. Except to the extent the Board is required to determine whether the termination of a Participant’s employment is for Cause, the Committee shall have the sole discretionary authority to determine eligibility for benefits under this Plan and to construe the terms of this Plan and resolve any ambiguities hereunder. The interpretation and construction of any provision of this Plan by a majority of the members of the Committee at a meeting shall be final and conclusive. The interest assumptions, service tables, mortality tables and such other data, procedures and methods as may be necessary or desirable for use in all actuarial calculations required in connection with this Plan shall be those used in connection with the Pension Plan, except as otherwise required by the express provisions of this Plan.

6.2

Claims Procedures. Except as provided in Section 6.3 this Section shall govern every claim for benefits under this Plan. Every claim for benefits under this Plan shall be in writing directed to the Committee or its designee. Each claim filed shall be passed upon by the Committee within a reasonable time from its receipt. If a claim is denied in whole or in part the claimant shall be given written notice of the denial in language calculated to be understood by the claimant, which notice shall: (i) specify the reason or reasons for the denial; (ii) specify the Plan provisions giving rise to the denial; (iii) describe any further information or documentation necessary for the claim to be honored and explain why such documentation or information is necessary; and (iv) explain this Plan's review procedure. Upon the written request of any claimant whose claim has been denied in whole or in part, the Committee shall make a full and fair review of the claim and furnish the claimant with a written decision concerning it.

6.3

Challenging Forfeiture of Benefits due to Termination for Cause. If the Board, the Committee or both shall have determined that a Participant or his beneficiary shall forfeit a benefit under this Plan due to a termination of employment for Cause, such Participant (or his beneficiary in the event Participant is deceased) shall have the right to elect to challenge such forfeiture through binding arbitration held in New York City, New York under the then existing Commercial Arbitration Rules of the American Arbitration Association. Arbitration proceedings shall be conducted by three arbitrators who shall be authorized to determine whether Cause for termination existed, but solely for the purpose of determining rights to benefits under this Plan. Without limit to their general authority, the arbitrators shall have the right to order reasonable discovery in accordance with the Federal Rules of Civil Procedure. The final decision of the arbitrators shall be binding and enforceable without further legal proceedings in court or otherwise, provided that either party to such arbitration may enter judgment upon the award in any court having jurisdiction. The final decision arising from the arbitration shall be accompanied by a written opinion and decision which shall describe the rational underlying the award and shall include findings of fact and conclusions of law. The cost of such arbitration shall initially be borne equally to the parties to such arbitration (which parties shall be limited to the Company and the Participant (or his beneficiary)), and each party shall bear its or his own legal fees; however, the arbitrators shall have authority to award the Participant (or his beneficiary) his or her legal fees and costs if the arbitrators determine that the decision to forfeit any benefit was made in bad faith. As a condition to proceeding with such arbitration the Company may require the Participant or his beneficiary to agree, in writing, that the arbitration award will be binding upon the Participant or such beneficiary, as the case may be, in connection with rights under this Plan, and that the Participant waives any right to proceed through court proceedings. Such award shall be confidential and shall not be binding or admissible in connection with any other proceeding.

ARTICLE VII

MISCELLANEOUS

7.1

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 Company 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 Company and any Participant.

7.2

Governing Law. The laws of the State of New York (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Plan, including, without limitation, its validity, interpretation, construction, administration and enforcement, except such matters as may be governed by the federal laws of the United States of America.

7.3	Designation of Forum. Any legal action or proceeding arising out of or relating to rights or benefits under this Plan shall be brought, if at all, in the United States District Court for the Southern District of New York or in any court of the State of New York sitting in New York City.

7.4	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.

7.5

Non-Alienation of Benefits. No Benefit under this Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge. Any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; nor shall any such Benefit be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of the person entitled to such Benefit. If any person entitled to a Benefit under this Plan becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any Benefit under this Plan except as specifically provided in this Plan, then such Benefit shall, in the discretion of the Committee, cease and determine. In that event the Committee shall hold or apply the same for the Benefit of such person, his spouse, children, or other dependents, or any of them in such manner and in such proportion as the Committee may deem proper.

7.6	Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions

of this Plan, and this Plan shall be construed and enforced as if such illegal or invalid provision had never been contained therein.

7.7

7.8

No Employment Agreement. Nothing in this Plan shall confer on any Participant the right to continued employment with the Company and, except as expressly set forth in a written agreement entered into with the express authorization of the Board of Directors of Company, both the Participant and the Company shall be free to terminate Participant's employment with or without Cause.

7.9

Section 409A Compliance. The Company intends that the Plan meet the requirements of Section 409A of the Code and the guidance issued thereunder. The Plan shall be administered, construed and interpreted in a manner consistent with that intention. In no event shall the Company have any liability or obligation with respect to taxes for which the Participant may become liable as a result of the application of Section 409A of the Code. The Plan has been administered in good faith compliance with Section 409A and the guidance issued thereunder from January 1, 2005 through December 31, 2008.

APPENDIX I

Pension-Plus 2008 -- Voluntary Enhanced Retirement Incentive Program

This Appendix I sets forth the provisions of the Plan that constitute the Voluntary Enhanced Retirement Incentive Program (“Pension-Plus 2008”) authorized by the Board of Directors in 2008.

1. Definitions. In addition to the definitions set forth in Article I of the Plan, the following definitions shall apply solely for purposes of this Appendix I:

“Election Period” means the period of time beginning on November 26, 2008 and ending on January 19, 2009.

“Eligible Participants” means Participants who are employed by the Company as of January 31, 2009, are accruing benefits under the Plan as of the first day of the Election Period, and who, as of January 31, 2009, have met either of the following sets of criteria:

(i) attained at least fifty (50) years of age and ten (10) years of Creditable Service under the Plan; or

(ii) attained at least sixty (60) years of age and five (5) years of Creditable Service under the Plan.

Notwithstanding the foregoing, officers of Tiffany & Co., and officers of Tiffany and Company who, as of the first day of the Election Period, are participants in the 1994 Tiffany and Company Supplemental Retirement Income Plan, are excluded from the definition of Eligible Participants for purposes of this Appendix I and Pension-Plus 2008.

“Enhanced Retirement Benefits” means the benefits described in paragraph 3 of this Appendix I.

“Enhanced Retirement Date” means February 1, 2009 for any Eligible Participant who makes an election to participate in Pension-Plus 2008 in accordance with the provisions of paragraph 2 of this Appendix I; provided, however, that for any such Eligible Participant who timely elects to participate in Pension-Plus 2008 and whose services the Company regards as essential over the short term, the Company reserves the right, in its sole discretion, to delay such Enhanced Retirement Date to a subsequent date, which shall in no event be later than August 1, 2009.

“Pension-Plus 2008” means the program of Enhanced Retirement Benefits described in paragraph 3 of this Appendix I.

2. Election to Participate in Pension-Plus 2008. An Eligible Participant may elect to participate in Pension-Plus 2008 by electing to incur a Separation of Service on January 31, 2009 and filing the appropriate election form with the Company (including any release required by the Company) during the Election Period. Any such election may be revoked within seven (7) days after it has been received by the Company but may not be revoked thereafter.

3. Enhanced Retirement Benefits. An Eligible Participant who elects to participate in Pension-Plus 2008 in accordance with paragraph 2 of this Appendix I shall be entitled to receive the following Enhanced Retirement Benefits, to be construed in accordance with corresponding Pension-Plus 2008 enhancements available under the Tiffany and Company Pension Plan:

(a) Such Eligible Participant shall be credited with an additional five (5) years of Creditable Service for all purposes under this Plan;

(b) For purposes of calculating such Eligible Participant’s Average Final Compensation, Compensation will be deemed to have increased, for each of the additional five (5) years of Creditable Service referenced in Section 3(a) above, at a rate of three percent (3%) annually, compounded, based on Compensation earned by Participant under the Plan from February 1, 2008 through January 31, 2009. In determining Eligible Participant’s Benefit, such Average Final Compensation will not be less than the Average Final Compensation would have been absent the Pension-Plus enhancement described in this section 3(b).

(c) For purposes of determining whether such Eligible Participant has reached age 55 under Section 3.2(a), Commencement, and for computing the amount of the early retirement benefits available under Section 3.4, such Eligible Participant’s age shall be increased by five (5) years.

TIFFANY AND COMPANY

ATTEST:

____________________________ By:____________________________________

Patrick B. Dorsey, Secretary Michael J. Kowalski, Chairman

ATTEST:

____________________________ By:____________________________________

Patrick B. Dorsey, Secretary James N. Fernandez, Executive Vice President

SCHEDULE I

Name Office(s)

Michael J.	Kowalski	Chairman of the Board of Directors and Chief Executive Officer
James E.	Quinn	President
Beth O.	Canavan	Executive Vice President
Frederic	Cumenal	Executive Vice President
James N.	Fernandez	Executive Vice President and Chief Operating Officer
Jon M.	King	Executive Vice Persident

Patrick B.	Dorsey	Senior Vice President	General Counsel and Secretary
Victoria	Berger-Gross	Senior Vice President	Global Human Resources
Pamela H.	Cloud	Senior Vice President	Merchandising
Patrick	McGuiness	Senior Vice President	Chief Financial Officer
Caroline D.	Naggiar	Senior Vice President	Chief Marketing Officer
John S.	Petterson	Senior Vice President	Operations and Manufacturing


Elisabeth P.	Ames	Group Vice President	Retail
Darren	Chen	Group Vice President	Asia Pacific Region
Wendy A.	Eagan	Group Vice President	Retail
Edward J.	Gerard	Group Vice President	Retail
Melvyn	Kirtley	Group Vice President	Europe
Stephane	Lafay	Group Vice President	Japan
Anthony P.	Robins	Group Vice President	Strategic Store Development
Karen L.	Silveira	Group Vice President	Creative Director Worldwide Marketing Comm & VM

Mark L.	Aaron	Vice President	Investor Relations
Celeste	Aarons-Jenkins	Vice President	Demand Planning
Judith A.	Baldissard	Vice President	Divisional CFO - Laurelton
Lisa	Baldwin	Vice President	Strategic Services
John S.	Barresi	Vice President	Internal Audit
Elizabeth	Barry	Vice President	Customer Service
Raffaella	Banchero	Vice President	CFO Europe
Jeffrey E.	Bateman	Vice President	Southeast Region
Jeffrey L.	Bennett	Vice President	New York City Region
Michael D.	Bergkoetter	Vice President	CFO Americas
Diane R.	Brown	Vice President	Mid-Atlantic Region
Jonathan E.	Bruckner	Vice President	Southwest Region
Linda A.	Buckley	Vice President	Worldwide Public Relations

Thomas J.	Carroll, III	Vice President	Northwest and Pacific Regions
Jim	Catalano Jr.	Vice President	Organizational Effectiveness
Laurent	Cathala	Vice President	Emerging Markets
Shubho	Chatterjee	Vice President	Quality Management
Mindy G.	Chozick	Vice President	Sales Service
Michael W.	Connolly	Vice President	Treasurer
Anisa Kamadoli	Costa	Vice President	Sustainability & CR/Foundation President
David	Eisenhower	Vice President	Human Resources
Catherine Y.	Elward	Vice President	North Central Region
Brian	Ensor	Vice President	Northeast Region
Kerry E.	Feldmann	Vice President	Global Merchandising Ops
Christina	Flaherty	Vice President	Category Management
Leonard	Greendyk	Vice President	Chief Information Officer
Edward G.	Grumka	Vice President	Applications Development
Francois L.	Guillon	Vice President	Replenishment
Andrew W.	Hart	Vice President	Diamonds & Gemstones
William	Haines	Vice President	Divisional CIO - Laurelton
Henry	Iglesias	Vice President	Controller
Adina C.	Kagan	Vice President	Global Marketing

Michael E.	Kane	Vice President	Manufacturing
Evelyn	Kim	Vice President	Creative Director IM
Elizabeth A.	Lange	Vice President	Global Customer Services
Ingrid	Lederhaas-Okun	Vice President	Product Development and Design
Robert A.	Maniscalco	Vice President	Americas Real Estate
Nancy	Marchassalla	Vice President	Retail Sales Development
Gaspar	Marino	Vice President	Education and Development
Timothy	McCabe	Vice President	Marketing Production
David F.	McGowan	Vice President	Global Protection Services
Rona	Mohammedi	Vice President	Supply Chain Management
Richard	Moore	Vice President	CVM
Victor Paul	Mudrick	Vice President	Technology Management
Alec	O'Doherty	Vice President	Global Comp, TM Syst & Rep
Kevin J.	O'Halloran	Vice President	Direct Marketing
Thomas	O'Rourke	Vice President	Business Sales
Lawrence	Palfini	Vice President	Real Estate Services Worldwide
Luciano	Rodembusch	Vice President	Latin America
Michael	Romond	Vice President	Financial Planning
Naomi K.	Seckler	Vice President	Human Resources
Karen L.	Sharp	Vice President	Legal and Assistant Secretary
Joseph	Shearn Jr.	Vice President	Distribution
Denise	Velez	Vice President	Creative Director, Advertising & Collateral

Exhibit A

NON-COMPETITION AND CONFIDENTIALITY COVENANTS

A. Participant is a Participant or Former Participant in and under that certain 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits (the “Excess Plan”) and has resigned or is about to resign his or her employment with Tiffany or its Affiliate;

B. Participant’s age at the effective date of such resignation was or will be less than 55 years;

C. But for Participant’s obligation to provide this instrument, Participant is otherwise Vested in a right to a Benefit under the Excess Plan;

D. Participant is willing to make the promises set forth in this instrument in order to obtain a Benefit under the Excess Plan; and

E. Participant agrees that the right to receive a Benefit under the terms of the Excess Plan is full and fair consideration for the promises made in this instrument,

NOW THEREFORE, Participant hereby agrees as follows:

1. Defined Terms. Unless otherwise defined in this instrument, words and phrases that have a defined meaning in the Excess Plan shall have the same meaning in this instrument. The initially capitalized words and phrases set forth below shall have the meanings ascribed to them below:

“Affiliate” means, with reference to any Person, any second Person that controls, is controlled by, or is under common control with, any such first Person, directly or indirectly.

“Board” means the board of directors of Tiffany and Company, a New York corporation.

(i)

(ii)

ten (10) days following the “Shares Acquisition Date” if any Person has in fact become and then remains an “Acquiring Person” under the Rights Plan;

(iii)

(iv)

(v)

(vi)

all or substantially all of the assets of Parent are sold, liquidated or distributed, except to an Affiliate of Parent;

(vii)

all or substantially all of the assets of Tiffany and Company are sold, liquidated or distributed, except to an Affiliate of Parent;

(viii)

any Person, or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, excluding Parent or any of its Affiliates, a trustee or any fiduciary holding securities under an employee benefit plan of Parent or any of its Affiliates, an underwriter temporally holding securities pursuant to an offering of such securities or a corporation owned, directly or indirectly by stockholders of Parent in substantially the same proportion as their ownership of Parent, is or becomes the “beneficial owner” (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), directly or indirectly, of securities of Tiffany and Company representing Fifty percent (50%) or more of the combined voting power of Tiffany and Company’s then outstanding securities entitled to vote in the election of directors of Tiffany and Company; or

(ix)

there is a “change of control” or a “change in the effective control” of Parent within the meaning of Section 280G of the Code and the Regulations.

“Change in Control Date” shall mean the date on which a Change of Control occurs.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.

“Covered Employee” means an employee of Tiffany.

“Exchange Act” means the Securities Exchange Act of 1934.

“Jewelry” means jewelry (including but not limited to precious metal or silver jewelry or jewelry containing gemstones) and watches.

“Parent” means Tiffany & Co., a Delaware corporation.

“Parent Board” means the board of directors of Parent.

“Regulations” mean regulations under Section 280G of the Code, including proposed and temporary regulations, and any successor provisions thereto.

“Termination Date” means the date Participant ceases to be an employee of Tiffany.

4. Loss of Benefit in the Event of Breach. Should Participant breach Participant’s obligations under Section 2 above, he shall forfeit and lose all right to any current or future Benefit under the Excess Plan.

5. Enforcement.

6. Procedure to Obtain Determination. Should Participant wish to obtain a determination that any proposed employment, disclosure, arrangement or association (each a “Proposed Transaction”) is not prohibited hereunder, Participant shall direct a written request to the Board. Such request shall fully describe the Proposed Transaction. Within 30 days after receipt of such request, the Board may (i) issue such a determination in writing, (ii) issue its refusal of such request in writing, or (iii) issue a written request for more written information concerning the Proposed Transaction. In the event that alternative (iii) is elected (which election may be made on behalf of the Board by the Legal Department of Tiffany and Company without action by the Board), any action on Participant’s request will be deferred for ten (10) days following receipt by said Legal Department of the written information requested. Failure of the Board to act within any of the time periods specified in this Section 4 shall be deemed a determination that the Proposed Transaction is not prohibited hereunder. A determination made or deemed made under this Section 6 shall be limited in effect to the Proposed Transaction described in the submitted materials and shall not be binding or constitute a waiver with respect to any other Proposed Transaction, whether proposed by such Participant or any other Person. In the event that Participant wishes to seek a determination that employment with a management consulting firm, an accounting firm, a law firm or some other provider of consulting services to a wide variety of clients will not be prohibited hereunder should such firm, at some unspecified time, provide services to a Person in the Retail Jewelry Trade or the Wholesale Jewelry Trade, Participant may seek a determination hereunder; in submitting such a Proposed Transaction, the Participant should specify the extent that Participant will be involved in or can be excluded from involvement in the provision of such services. In a making any determination under this Section 6, the Board shall not be deemed to be acting as a fiduciary with respect to the Excess Plan, the Participant or any beneficiary of the Participant and shall be under no obligation to issue a determination that any Proposed Transaction is not prohibited hereunder.

8. Miscellaneous Provisions.

(b) Any determination made by the Board under Section 6 above shall bind Tiffany and Company and its Affiliates.

(c) If any action by Participant prohibited hereunder causes Participant to lose a right to a Benefit under the Excess Plan, such loss of Benefit shall also be effective with respect to Participant’s beneficiaries under the Excess Plan.

(e) Each Person giving or making any notice, request, demand or other communication (each, a “Notice”) pursuant to this Instrument shall

(i) give the Notice in writing; and

(ii)

use one of the following methods of delivery, each of which for purposes of this Agreement is a writing:

(A) Personal delivery;

(B)

Registered or Certified Mail, in each case, return receipt requested and postage prepaid; or

(C)

Nationally recognized overnight courier, with all fees prepaid.

(i) This instrument constitutes the final expression of Participant’s post-employment confidentiality and non-competition obligations necessary to receive a Benefit under the Excess Plan. It is the complete and exclusive expression of those obligations and all prior and contemporaneous negotiations and agreements between the parties on those matters are expressly merged into and superceded by this Agreement; notwithstanding the foregoing, Participant’s right to receive a Benefit and the amount and terms of payment of such Benefit shall be exclusively determined by the Excess Plan.

(continued)

headings of the sections of this instrument are for convenience only and do not constitute part of this instrument.

IN WITNESS WHEREOF, this instrument has been executed on the date first written above.

Participant

__________________________

Name:

Notice Address:

__________________________

Accepted and agreed (as to Section 7)

Tiffany and Company

By:______________________

Name:

Title:

Notice Address:

The Board of Directors

Tiffany and Company

Care of:

Legal Department

200 Fifth Avenue

New York, NY 10010

EX-99.1 4 ex10_140b.htm AMENDED 2009 PSU TERMS ex10_140b.htm

EXHIBIT 10.140b

2009

PERFORMANCE-

BASED RESTRICTED

STOCK GRANT

Terms

Rev. I

TIFFANY & CO.

a Delaware Corporation

(the “Parent”)

TERMS OF 2009 PERFORMANCE-BASED RESTRICTED STOCK GRANT

(Non-Transferable)

under the

2005 EMPLOYEE INCENTIVE PLAN

(the “Plan”)

Terms Adopted January 28, 2009 and Amended and Restated December 29, 2011

1. Introduction and Terms of Grant. Participant has been granted (the “Grant”) Stock Units which shall be settled by the issuance and delivery of Shares of the Parent’s Common Stock. The Grant has been made under the Plan by the Stock Option Subcommittee of the Parent Board (the “Committee”). The name of the “Participant”, the “Grant Date”, the number of “Stock Units” granted, the “Performance Period” and the “Earnings Threshold”, are stated in the attached “Notice of Grant”. The other terms and conditions of the Grant are stated in this document and in the Plan. Reference to Stock Units in this document is reference to all or part of the Stock Units which are subject to the Grant, and not to other Stock Units that have been granted or that may be granted in the future.

2. Grant and Adjustment. Subject to the terms and conditions stated in this document, Participant has been granted Stock Units by the Parent. As of the Grant Date, each Stock Unit has a Settlement Value of one Share, but the number of Shares which shall be issued and delivered pursuant to the Grant on the settlement of each Stock Unit (the “Settlement Value”) shall be subject to adjustment as provided in Section 4.2(c) of the Plan, to adjust for, among other corporate developments, stock splits and stock dividends. References to Settlement Values in this document shall be deemed reference to Settlement Values as so adjusted. As anticipated in Section 4.7 of the Plan, Shares that have not been issued and delivered to a Participant shall be represented by Stock Units.

3. Performance Vesting. Unless otherwise provided in sections 4 or 5 below, the Performance Portion of the Stock Units will vest three business days following the public announcement of the Parent’s audited, consolidated financial results for the last fiscal year in the Performance Period (the “Maturity Date”). A Stock Unit that has vested is herein referred to as a “Vested Unit.” Within thirty (30) days following the Maturity Date, but in no event later than December 31 of the calendar year in which the last day of the Performance Period occurs, the Settlement Value of each Vested Unit shall be issued and delivered to or for the account of Participant in Shares. As provided for in Section 7 below, the Parent may make such delivery to a Service Provider. In all circumstances, a Stock Unit which fails to vest on or before the Maturity Date shall be void and shall not confer upon the owner of such Stock Unit any rights, including any right to any Share. In the event that any provision of this document would otherwise result in the issuance of a fractional Share, the Parent will not be obligated to issue such fractional Share.

The “Performance Portion” shall be 0% or 100% of the Stock Units determined as hereinafter provided:

(a) The Performance Portion shall be 0% of the Stock Units if the Earnings Threshold is not attained for any fiscal year during the Performance Period.

(b) The Performance Portion shall be 100% of the Stock Units if the Earnings Threshold is attained for any fiscal year during the Performance Period.

“Earnings” means the Parent’s consolidated earnings from operations, as adjusted by the Committee as provided for below and in the Plan.

The “Earnings Threshold” is expressed in the Notice of Grant in Earnings, as so defined. The Earnings Threshold stated in the Notice of Grant applies to each of Parent’s fiscal years ending January 31, 2010, 2011 and 2012.

The Earnings Threshold is a “Performance Goal”. The Committee shall appropriately adjust any evaluation of attainment of a Performance Goal to exclude any of the following events that occurs during a Performance Period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, and (v) extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in said Annual Report for the applicable year.

4. Effect of Termination of Employment on Vesting. Except as provided in this Section 4, no Stock Units shall vest if the Participant’s Date of Termination occurs before the conclusion of the Performance Period:

(a)

if the Participant’s Date of Termination occurs by reason of death or Disability within the last fiscal year of the Performance Period, Stock Units shall vest as provided in Section 3 above as though the Participant’s Date of Termination had not occurred before the conclusion of the Performance Period;

(b)	if the Participant’s Date of Termination occurs by reason of death or Disability within the second fiscal year of the Performance Period, 60% of Stock Units shall vest on the date of such death or Disability;

(c)	if the Participant’s Date of Termination occurs by reason of death or Disability within the first fiscal year of the Performance Period, 30% of Stock Units shall vest on the date of such death or Disability;

(d)	if the Participant’s Date of Termination occurs by reason of Cause, no Stock Units shall vest;

(e)	if the Participant’s Date of Termination occurs by reason of Participant’s voluntary resignation, no Stock Units shall vest; and

(f)

if the Participant’s Date of Termination occurs at the initiative of the Participant’s employer (but not for Cause) the Committee reserves the right to vest up to the following percentages of the Stock Units, but may condition such vesting upon Participant’s release of the Parent and its affiliates from all claims, Participant’s agreement to reasonable non-competition covenants or both:

Page 2

(i)

100% of the Stock Units if the Date of Termination occurs in the last fiscal year of the Performance Period;

(ii)

70% of the Stock Units if the Date of Termination occurs in the second fiscal year of the Performance Period; and

(iii)

40% of the Stock Units if the Date of Termination occurs in the first fiscal year of the Performance Period.

In the event of vesting pursuant to subsections (b) through (f) above, the Settlement Value of each Vested Unit shall, within 30 days after vesting, be issued and delivered to or for the account of Participant in Shares. As provided for in Section 7 below, the Parent may make such delivery to a Service Provider. For the avoidance of doubt, no Stock Units shall vest if the Participant’s Date of Termination occurs before the start of the Performance Period.

5. Effect of Change in Control on Vesting.

(a)	All Stock Units shall vest upon a Change in Control Date for a Terminating Transaction unless such Change of Control Date occurs before the start of the Performance Period in which case none of the Stock Units shall vest.

(b)

In the event of a Change in Control as described in clause (i) of the definition of “Change of Control” and Participant’s Involuntary Termination following the date of such Change of Control, a portion of the Stock Units shall vest upon Participant’s Date of Termination. Such portion is described in subsection (d) below.

(c)	In the event of a Change in Control as described in clauses (ii), (iii) or (iv) of the definition of “Change of Control” a portion of the Stock Units shall vest upon the date of such Change of Control. Such portion is described in subsection (d) below.

(d)	If vesting occurs by operation of subsection 5(b) or 5(c) above, the portion of the Stock Units that shall vest shall be determined as follows:

(i)

if such vesting occurs within the last fiscal year of the Performance Period, 100% of the Stock Units shall vest;

(ii)

if such vesting occurs within the second fiscal year of the Performance Period 70% of the Stock Units shall vest;

(iii)

if such vesting occurs within the first fiscal year of the Performance Period 30% of the Stock Units shall vest; and

(iv)

if such vesting occurs following the conclusion of the Performance Period, vesting shall occur as provided in Section 3 above regardless of the fact that Participant’s Date of Termination has occurred prior to the Maturity Date.

(v)

For the avoidance of doubt no vesting shall occur pursuant to subsection 5(b) or 5(c) above if the Change of Control Date occurs before the start of the Performance Period.

Page 3

(e)	In the event of vesting pursuant to this Section 5, the Settlement Value of each Vested Unit shall, within thirty days after vesting, be issued and delivered to or for the account of Participant in Shares. As provided for in Section 7 below, the Parent may make such delivery to a Service Provider.

6. No Dividends or Interest. No dividends or interest shall accrue or be payable upon any Stock Unit. Until a Share is issued and delivered it shall not be registered in the name of the Participant.

7. Withholding for Taxes. All distributions of Shares shall be subject to withholding of all applicable taxes as computed by the Tiffany and Parent finance department, and the Participant shall make arrangements satisfactory to the Parent to provide the Parent (or any Related Company) with funds necessary for such withholding before the Shares are delivered. Without limitation to the Parent’s right to establish other arrangements, the Parent may: (i) designate a single broker or other financial services provider (“Services Provider”) to establish trading accounts for Participants (each a “Participant’s Trading Account”); (ii) deliver Shares to Participant’s Trading Account; (iii) provide Services Provider with information concerning the applicable tax withholding rates for Participant; (iv) cause Services Provider to sell, on behalf of Participant, sufficient Shares to cover the Parent’s tax withholding obligations with respect to any delivery of Shares to Participant (a “Covering Sale”); and (v) cause Services Provider to remit funds resulting from such Covering Sale to Parent or any Related Company that is the employer of Participant. As a condition to distribution the Parent may require the Participant to provide the Services Provider with such signed applications, authorizations, powers and other documents necessary to accomplish the foregoing. Participant may, by written notice to the Parent addressed to the Parent’s Secretary, and given no less than ten (10) business days before the Maturity Date or other applicable vesting date, elect to avoid such a Covering Sale by delivering with such notice a bank-certified check payable to the Parent (or other type of check or draft payable to the Parent and acceptable to the Secretary) in the estimated amount of any such withholding required, such estimate to be provided by the Tiffany and Company finance department. The Committee may approve other methods of withholding, as provided for in the Plan, before the Shares are delivered.

8. Transferability. The Stock Units are not transferable otherwise than by will or the laws of descent and distribution, and shall not be otherwise transferred, assigned, pledged, hypothecated or otherwise disposed of in any way, whether by operation of law or otherwise, nor shall it be subject to execution, attachment or similar process. Upon any attempt to transfer the Stock Units otherwise than as permitted herein or to assign, pledge, hypothecate or otherwise dispose of the Stock Units otherwise than as permitted herein, or upon the levy of any execution, attachment or similar process upon the Grant, the Grant shall immediately terminate and become null and void.

9. Definitions. For the purposes of the Grant, certain words and phases are defined in the Definitional Appendix attached. Except where the context clearly implies or indicates the contrary, a word, term or phrase used in the Plan shall have the same meaning in this document.

10. Heirs and Successors. The terms of the Grant shall be binding upon, and inure to the benefit of, the Parent and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Parent’s assets and business. Participant may designate a beneficiary of his/her rights under the Grant by filing written notice with the Secretary of the Parent. In the event of the Participant’s death prior to the full maturity of the Grant, the Shares will be delivered to such Beneficiary to the extent that it was matured on the Participant’s Termination Date. If the Participant fails to designate a Beneficiary, or if the designated Beneficiary dies before the Participant, any Shares issuable hereunder will be delivered to the Participant’s estate.

Page 4

11. Administration. The authority to manage and control the operation and administration of the Grant shall be vested in the Committee, and the Committee shall have all powers with respect to the Grant as it has with respect to the Plan. Any interpretation of the Grant by the Committee and any decision made by it with respect to the Grant is final and binding.

12. Plan Governs. Notwithstanding anything in this Agreement to the contrary, the terms of the Grant shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Parent.

Page 5

Appendix I -- Definitions

“Affiliate” shall mean any Person that controls, is controlled by or is under common control with, any other Person, directly or indirectly.

“Cause” shall mean a termination of Participant’s employment which is the result of:

(i)

Participant’s conviction or plea of nolo contendere to a felony or any other crime involving financial impropriety or which would tend to subject Employer or any of its Affiliates to public criticism or materially interfere with Participant’s continued service to Employer;

(ii)

Participant’s willful violation of the Code of Conduct;

(iii)

Participant’s willful failure or refusal to perform substantially all such proper and achievable directives issued by Participant’s superior (other than any such failure resulting from Participant’s incapacity due to physical or mental illness, any such actual or anticipated failure resulting from a resignation by Participant for Good Reason, or any such refusal made by Participant in good faith because Participant believes such directives to be illegal, unethical or immoral) after a written demand for substantial performance is delivered to Participant on behalf of Employer, which demand specifically identifies the manner in which Participant has not substantially performed Participant’s duties, and which performance is not substantially corrected by Participant within ten (10) days of receipt of such demand;

(iv)

Participant’s gross negligence in the performance of Participant’s duties and responsibilities materially injurious to the Employer;

(v)

Participant’s willful breach of any material obligation that Participant has to Parent or Employer under any written agreement that Participant has with either Parent or Employer;

(vi)

Participant’s fraud or dishonesty with regard to Employer or any of its Affiliates;

(vii)

Participant’s failure to reasonably cooperate in any investigation of alleged misconduct by Participant or by any other employee of Parent, Employer or any Affiliate of Parent or Employer;

(viii)

Participant’s death; or

(ix)

Participant’s Disability.

Page 6

For purposes of the previous sentence, no act or failure to act on Participant’s part shall be deemed “willful” unless done, or omitted to be done, by Participant in bad faith toward, or without reasonable belief that Participant’s action or omission was in the best interests of, Parent, Employer or an Affiliate of Parent or Employer. Notwithstanding the foregoing, Participant shall not be deemed to have been terminated for Cause with respect to items (i) through (vii) unless and until there shall have been delivered to Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-fourths (3/4th) of the entire membership of the Employer Board at a meeting called and held for such purpose (after reasonable notice to Participant and an opportunity for Participant, together with Participant’s counsel, to be heard before such Board), finding that, in the good faith opinion of such Board, Cause exists as set forth in any of items (i) through (vii) above.

“Change in Control.” A Change in Control shall be deemed to have occurred if:

(i)

(ii)

(iii)

(iv)

all or substantially all of the assets of Parent or Employer are sold, liquidated or distributed, except to an Affiliate of Parent.

“Change in Control Date” shall mean the date on which a Change of Control occurs except that a Change of Control which constitutes a Terminating Transaction will be deemed to have occurred as of fourteen days prior to the date scheduled for the Terminating Transaction if provisions shall not have been made in writing in connection with such Terminating Transaction for the assumption of the Option or the substitution for the Option of a new option covering the stock of a successor employer corporation, or a parent or subsidiary thereof or of the Parent, with appropriate adjustments as to the number and kind of shares and prices.

Page 7

“Code” shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.

“Code of Conduct” shall mean Parent’s (i) Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Parent and (ii) Business Conduct Policy – Worldwide, as amended from time to time prior to the Change of Control Date and as in effect as of the Change of Control Date.

“Common Stock” shall mean the common stock of Parent.

“Date of Termination” shall mean, with respect to any Participant, the first day occurring on or after the Grant Date on which Participant’s employment with Employer terminates for any reason; provided that a termination of employment shall not be deemed to occur by reason of a transfer of the employment of Participant between Employers; and further provided that the Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the Employer approved by Employer or required by applicable law. If, as a result of a sale or other transaction, Employer ceases to be an Affiliate of Parent, the occurrence of such transaction shall be treated as the Participant’s Date of Termination caused by the Participant being discharged by Employer.

“Disability” shall mean Participant’s incapacity due to physical or mental illness which causes Participant to be absent from the full-time performance of Participant’s duties with Employer for six (6) consecutive months provided, however, that Participant shall not be determined to be subject to a Disability for purposes of this Award unless Participant fails to return to full-time performance of Participant’s duties with Employer within thirty (30) days after written Notice of Termination due to Disability is given to Participant.

“Employer” shall mean the Affiliate of Parent that employs Participant from time to time, and any successor to its business and/or assets by operation of law or otherwise.

“Employer Board” shall mean the board of directors (or other highest governing authority other than the shareholders) of Employer.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto.

“Good Reason” means Participant’s resignation from employment with Employer as a result of any of the following:

Page 8

(i)

a meaningful and detrimental alteration in Participant’s position or the nature or status of Participant’s responsibilities (including reporting responsibilities) from those in effect immediately before the Change in Control Date;

(ii)

a material failure by Employer to pay Participant a bonus or incentive award commensurate with the bonus paid others at Participant’s job level (expressed as a percentage of target bonus) unless such failure is justified by clear and objective deficiencies of the business units for which Participant is responsible;

(iii)

the relocation of the office of Employer where Participant was employed immediately prior to the Change in Control Date to a location which is more than 50 miles away or should Employer require Participant to be based more than 50 miles away from such office (except for required travel on the Employer’s business to an extent substantially consistent with Participant’s customary business travel obligations in the ordinary course of business prior to the Change in Control Date); or

(iv)

a Substantial Change.

“Incumbent Directors” shall mean those individuals who were members of the Parent Board as of January 15, 2009 and those individuals whose later appointment to such Board, or whose later nomination for election to such Board by the stockholders of Parent, was approved by a vote of at least a majority of those members of such Board who either were members of such Board as of January 15, 2009, or whose election or nomination for election was previously so approved.

“Involuntary Termination” means (i) Participant’s termination of employment by Employer without Cause or (ii) Participant’s resignation of employment with the Employer within one (1) year of the Change of Control Date for Good Reason.

“Notice of Termination” shall mean a written notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Participant’s employment under the provision so indicated.

“Parent” shall mean Tiffany & Co., a Delaware corporation, and any successor to its business and/or assets by operation of law or otherwise.

“Parent Board” shall mean the Board of Directors of Parent.

“Person” shall mean any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

Page 9

“Retirement” shall mean the occurrence of the Participant’s Date of Termination after age 65 or the occurrence of the Participant’s Date of Termination after age 55 pursuant to the retirement practices of Employer.

“Substantial Change” means any material change in the terms or conditions of Participant’s employment (including in salary or target bonus) following a Change of Control Date that is less favorable to Participant than those in effect previous to the Change of Control Date other than (i) a change that has been made on an across-the-board basis for substantially all of Employer’s employees or (ii) a change in equity-based compensation (including the reduction or elimination thereof) resulting from the Change in Control.

“Terminating Transaction” shall mean any one of the following:

(i)

the dissolution or liquidation of the Parent;

(ii)

a reorganization, merger or consolidation of the Parent with one or more Persons as a result of which the Parent goes out of existence or becomes a subsidiary of another Person; or

(iii)

upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of the Parent by another Person;

provided that none of the foregoing transactions (i) through (iii) will be deemed to be a Terminating Transaction, if as of a date at least fourteen (14) days prior to the date scheduled for such transaction provisions have been made in writing in connection with such transaction for the assumption of the Option or the substitution for the Option of a new option covering the publicly-traded stock of a successor Person, with appropriate adjustments as to the number and kind of shares and prices.

Page 10

EX-99.1 5 ex10_140c.htm AMENDED 2010 PSU TERMS ex10_140c.htm

EXHIBIT 10.140c

PERFORMANCE-

BASED

RESTRICTED

STOCK GRANT

Terms

2010 Version

TIFFANY & CO.

a Delaware Corporation

(the “Company”)

TERMS OF PERFORMANCE-BASED RESTRICTED STOCK GRANT

(Non-Transferable)

under the

2005 EMPLOYEE INCENTIVE PLAN

(the “Plan”)

Terms Adopted January 20, 2010 and Amended and Restated December 29, 2011

1. Introduction and Terms of Grant. Participant has been granted (the “Grant”) Stock Units which shall be settled by the issuance and delivery of Shares of the Company’s Common Stock. The Grant has been made under the Plan by the Stock Option Subcommittee of the Company’s Board of Directors (the “Committee”). The name of the “Participant”, the “Grant Date”, the number of “Stock Units” granted, the “Performance Period”, the “Earnings Threshold”, the “Earnings Target”, the “Earnings Maximum” and the “ROA Target” are stated in the attached “Notice of Grant”. The other terms and conditions of the Grant are stated in this document and in the Plan. Certain initially capitalized words and phrases used in this document are defined in the Definitions Appendix attached and elsewhere in this document or in the Plan. Reference to Stock Units in this document is reference to all or part of the Stock Units which are subject to the Grant, and not to other Stock Units that have been granted or that may be granted in the future.

2. Grant and Adjustment. Subject to the terms and conditions stated in this document, Participant has been granted Stock Units by the Company. As of the Grant Date, each Stock Unit has a Settlement Value of one Share, but the number of Shares which shall be issued and delivered pursuant to the Grant on the settlement of each Stock Unit (the “Settlement Value”) shall be subject to adjustment as provided in Section 4.2(c) of the Plan, to adjust for, among other corporate developments, stock splits and stock dividends. References to Settlement Values in this document shall be deemed reference to Settlement Values as so adjusted. As anticipated in Section 4.7 of the Plan, Shares that have not been issued and delivered to a Participant shall be represented by Stock Units.

3. Performance Vesting. Unless otherwise provided in sections 4 or 5 below, the Performance Portion (as defined below) of the Stock Units will vest three business days following the public announcement of the Company’s audited, consolidated financial results for the last fiscal year in the Performance Period (the “Maturity Date”). A Stock Unit that has vested is herein referred to as a “Vested Unit.” Within thirty (30) days following the Maturity Date, but in no event later than December 31 of the calendar year in which the last day of the Performance Period occurs, the Settlement Value of each Vested Unit shall be issued and delivered to or for the account of Participant in Shares. As provided for in Section 7 below, the Company may make such delivery to a Service Provider. In all circumstances, a Stock Unit which fails to vest on or before the Maturity Date shall be void and shall not confer upon the owner of such Stock Unit any rights, including any right to any Share. In the event that any provision of this document would otherwise result in the issuance of a fractional Share, the Company will not be obligated to issue such fractional Share.

The “Performance Portion” shall be a percentage of the Stock Units calculated as hereinafter provided (provided that the Performance Portion shall never exceed 100% of the Stock Units):

(a) The Performance Portion shall be 0% of the Stock Units if the Earnings Threshold is not attained over the Performance Period.

(b) Subject to reduction pursuant to subsection (c) below, if the Earnings Threshold has been attained over the Performance Period, the Performance Portion shall be 100% of the Stock Units.

(c) If the Earnings Threshold has been attained over the Performance Period the Committee shall, in its sole discretion, have the right to reduce the Performance Portion to 0% of the Stock Units or any percentage of the Stock Units less than 100%. The Committee may exercise such discretion on any date that occurs following the close of the Performance Period and prior to the Maturity Date. The Committee has provided guidance to Participant with respect to factors, including the Earnings Target, the Earnings Maximum and the ROA Target, that the Committee intends to apply in effecting such a reduction, but the Committee shall not be limited in its discretion to those factors.

“Earnings” means the Company’s consolidated earnings per share on a diluted basis, as reported in the Company’s Annual Report on Form 10-K, aggregated over the Performance Period and as adjusted by the Committee as provided for below and in the Plan.

The “Earnings Threshold”, “Earnings Target” and “Earnings Maximum” are expressed in the Notice of Grant as functions of Earnings, as so defined.

“ROA” means the Company’s consolidated return on average assets in each of the fiscal years in the Performance Period, expressed as a percentage, and then averaged over the entire Performance Period. In each of the fiscal years average assets will be computed by averaging total assets at the beginning and at the end of the fiscal year; net earnings for such fiscal years shall be divided by average assets. Both total assets and net earnings shall be as reported in the Company’s Annual Report on Form 10-K.

The “ROA Target” is expressed in the Notice of Grant as a function of ROA, as so defined.

Each of Earnings and ROA is a “Performance Goal”. In determining whether the Earnings Threshold has been met the Committee shall appropriately adjust any evaluation of attainment of a Performance Goal to exclude any of the following events that occurs during a Performance Period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs, and (v) extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in said Annual Report for the applicable year.

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(a)

(b)	if the Participant’s Date of Termination occurs by reason of death or Disability within the second fiscal year of the Performance Period, 60% of Stock Units shall vest on the date of such death or Disability;

(c)	if the Participant’s Date of Termination occurs by reason of death or Disability within the first fiscal year of the Performance Period, 30% of Stock Units shall vest on the date of such death or Disability;

(d)	if the Participant’s Date of Termination occurs by reason of Cause, no Stock Units shall vest;

(e)	if the Participant’s Date of Termination occurs by reason of Participant’s voluntary resignation, no Stock Units shall vest; and

(f)

if the Participant’s Date of Termination occurs at the initiative of the Participant’s employer (but not for Cause) the Committee reserves the right to vest up to the following percentages of the Stock Units, but may condition such vesting upon Participant’s release of the Company and its affiliates from all claims, Participant’s agreement to reasonable non-competition covenants or both:

(i)

100% of the Stock Units if the Date of Termination occurs in the last fiscal year of the Performance Period;

(ii)

70% of the Stock Units if the Date of Termination occurs in the second fiscal year of the Performance Period; and

(iii)

40% of the Stock Units if the Date of Termination occurs in the first fiscal year of the Performance Period.

In the event of vesting pursuant to this Section 4, the Settlement Value of each Vested Unit shall, within thirty (30) days after vesting, be issued and delivered to or for the account of Participant in Shares. As provided for in Section 7 below, the Company may make such delivery to a Service Provider.

5. Effect of Change in Control on Vesting.

(a)	All Stock Units shall vest upon a Change in Control Date for a Terminating Transaction unless such Change of Control Date occurs before the start of the Performance Period in which case none of the Stock Units shall vest.

(b)

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(c)	In the event of a Change in Control as described in clauses (ii), (iii) or (iv) of the definition of “Change of Control” a portion of the Stock Units shall vest upon the date of such Change of Control. Such portion is described in subsection (d) below.

(d)	If vesting occurs by operation of subsection 5(b) or 5(c) above, the portion of the Stock Units that shall vest shall be determined as follows:

(i)

if such vesting occurs within the last fiscal year of the Performance Period, 100% of the Stock Units shall vest;

(ii)

if such vesting occurs within the second fiscal year of the Performance Period 70% of the Stock Units shall vest;

(iii)

if such vesting occurs within the first fiscal year of the Performance Period 30% of the Stock Units shall vest; and

(iv)

(v)

For the avoidance of doubt no vesting shall occur pursuant to subsection 5(b) or 5(c) above if the Change of Control Date occurs before the start of the Performance Period.

(e) In the event of vesting pursuant to this Section 5, the Settlement Value of each Vested Unit shall, within thirty days after vesting, be issued and delivered to or for the account of Participant in Shares. As provided for in Section 7 below, the Parent may make such delivery to a Service Provider.

6. No Dividends or Interest. No dividends or interest shall accrue or be payable upon any Stock Unit. Until a Share is issued and delivered it shall not be registered in the name of the Participant.

7. Withholding for Taxes. All distributions of Shares shall be subject to withholding of all applicable taxes as computed by the Tiffany and Company finance department, and the Participant shall make arrangements satisfactory to the Company to provide the Company (or any Related Company) with funds necessary for such withholding before the Shares are delivered. Without limitation to the Company’s right to establish other arrangements, the Company may: (i) designate a single broker or other financial services provider (“Services Provider”) to establish trading accounts for Participants (each a “Participant’s Trading Account”); (ii) deliver Shares to Participant’s Trading Account; (iii) provide Services Provider with information concerning the applicable tax withholding rates for Participant; (iv) cause Services Provider to sell, on behalf of Participant, sufficient Shares to cover the Company’s tax withholding obligations with respect to any delivery of Shares to Participant (a “Covering Sale”); and (v) cause Services Provider to remit funds resulting from such Covering Sale to Company or any Related Company that is the employer of Participant. As a condition to distribution the Company may require the Participant to provide the Services Provider with such signed applications, authorizations, powers and other documents necessary to accomplish the foregoing. Participant may, by written notice to the Company addressed to the Company’s Secretary, and given no less than ten (10) business days before the Maturity Date or other applicable vesting date, elect to avoid such a Covering Sale by delivering with such notice a bank-certified check payable to the Company (or other type of check or draft payable to the Company and acceptable to the Secretary) in the estimated amount of any such withholding required, such estimate to be provided by the Tiffany and Company finance department. The Committee may approve other methods of withholding, as provided for in the Plan, before the Shares are delivered.

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10. Heirs and Successors. The terms of the Grant shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. Participant may designate a beneficiary of his/her rights under the Grant by filing written notice with the Secretary of the Company. In the event of the Participant’s death prior to the full maturity of the Grant, the Shares will be delivered to such Beneficiary to the extent that it was matured on the Participant’s Termination Date. If the Participant fails to designate a Beneficiary, or if the designated Beneficiary dies before the Participant, any Shares issuable hereunder will be delivered to the Participant’s estate.

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Appendix I -- Definitions

“Affiliate” shall mean any Person that controls, is controlled by or is under common control with, any other Person, directly or indirectly.

“Cause” shall mean a termination of Participant’s employment which is the result of:

(i)

(ii)

Participant’s willful violation of the Code of Conduct;

(iii)

(iv)

Participant’s gross negligence in the performance of Participant’s duties and responsibilities materially injurious to the Employer;

(v)

Participant’s willful breach of any material obligation that Participant has to Parent or Employer under any written agreement that Participant has with either Parent or Employer;

(vi)

Participant’s fraud or dishonesty with regard to Employer or any of its Affiliates;

(vii)

Participant’s failure to reasonably cooperate in any investigation of alleged misconduct by Participant or by any other employee of Parent, Employer or any Affiliate of Parent or Employer;

(viii)

Participant’s death; or

(ix)

Participant’s Disability.

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“Change in Control.” A Change in Control shall be deemed to have occurred if:

(i)

(ii)

(iii)

(iv)

all or substantially all of the assets of Parent or Employer are sold, liquidated or distributed, except to an Affiliate of Parent.

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“Code” shall mean the Internal Revenue Code of 1986, as amended, and any successor provisions thereto.

“Common Stock” shall mean the common stock of Parent.

“Employer” shall mean the Affiliate of Parent that employs Participant from time to time, and any successor to its business and/or assets by operation of law or otherwise.

“Employer Board” shall mean the board of directors (or other highest governing authority other than the shareholders) of Employer.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and any successor provisions thereto.

“Good Reason” means Participant’s resignation from employment with Employer as a result of any of the following:

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(i)

(ii)

(iii)

(iv)

a Substantial Change.

“Parent” shall mean Tiffany & Co., a Delaware corporation, and any successor to its business and/or assets by operation of law or otherwise.

“Parent Board” shall mean the Board of Directors of Parent.

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“Terminating Transaction” shall mean any one of the following:

(i)

the dissolution or liquidation of the Parent;

(ii)

a reorganization, merger or consolidation of the Parent with one or more Persons as a result of which the Parent goes out of existence or becomes a subsidiary of another Person; or

(iii)

upon the acquisition of substantially all of the property or more than eighty percent (80%) of the then outstanding stock of the Parent by another Person;

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EX-99.1 6 ex10_166.htm FORM OF RETIREMENT AGREEMENT ex10_166.htm

EXHIBIT 10.166

Comprehensive Retirement and Non-Competition Agreement

This Agreement is entered into as of the 19th day of January 2012, between and among James E. Quinn, an individual with his principal residence at 59 Beachmont Terrace, North Caldwell, NJ 07006 (“Employee”), Tiffany and Company, a New York corporation with executive offices at 200 Fifth Avenue, New York, NY 10022 (“Employer”) and Tiffany & Co., a Delaware corporation with executive offices at 200 Fifth Avenue, New York, NY 10022 (“Parent”).

Whereas, Employee has been employed by Employer for in excess of 25 years and is eligible to elect early retirement under Employer’s retirement plans;

Whereas, Employee wishes to elect early retirement;

Whereas, Employee has served Employer and the Tiffany Affiliated Group for many years as a senior officer and has comprehensive knowledge of their business strategies and other Confidential Information;

Whereas, Employer and Parent wish Employee to agree to an extended duration of Employee’s non-competition covenant beyond that which Employee would otherwise be subject to;

Whereas, Employer is willing to make the Non-Compete Payment in exchange for such extended duration and other consideration as provided for herein; and

Whereas, the parties wish to adjust and clarify Employee’s rights and Parent’s obligations under various grants of equity and incentive compensation that are now outstanding;

NOW THEREFORE, in consideration of the mutual promises contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. The following words and phrases shall have the meanings hereinafter ascribed to them when used in this Agreement:

“’09 Option Grant” means that grant of non-qualified stock options made on January 28, 2009 to Employee by Parent.

“’10 Option Grant” means that grant of non-qualified stock options made on January 20, 2010 to Employee by Parent.

“’09 PSU Grant” means that grant of performance-based stock units made on January 28, 2009 to Employee by Parent, as amended on December 29, 2011.

“’10 PSU Grant” means that grant of performance-based stock units made on January 20, 2010 to Employee by Parent, as amended on December 29, 2011.

“2005 Incentive Plan” means the Parent’s 2005 Employee Incentive Plan, as amended May 18, 2006.

“Affiliate” shall mean, with reference to any Person, any second Person that controls, is controlled by, or is under common control with, any such first Person, directly or indirectly.

“Board” means the board of directors of Parent.

“Cause” means a termination of Employee’s employment, involuntary on Employee’s part, which is the result of:

(a)

Employee’s conviction or plea of no contest to a felony involving financial impropriety or a felony which would subject any member of the Tiffany Affiliated Group to public criticism;

(b)

Employee’s willful and unauthorized disclosure of material Confidential Information in violation of Section 3 of this Agreement, which disclosure actually results in substantive harm to any member of the Tiffany Affiliated Group’s business or puts such business at an actual competitive disadvantage;

(c)

Employee’s commission of any willful act which is intended by Employee to result in his personal enrichment at the expense of any member of the Tiffany Affiliated Group or which could reasonably be expected by him to materially injure the reputation, business or business relationships of any member of the Tiffany Affiliated Group; or

(d)	A theft, fraud or embezzlement perpetrated by Employee upon any member of the Tiffany Affiliated Group.

Notwithstanding the foregoing, for purposes of any Equity Award, “Cause” shall have the meaning proscribed in such Equity Award.

“Code” means the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder.

“Confidential Information” means all information relating in any manner to the Tiffany Affiliated Group or its business, including but not limited to, contemplated new products and services, marketing and advertising campaigns, sales projections, creative campaigns and themes, financial information, budgets and projections, system designs, employees, management procedures and systems, employee training materials, equipment, production plans and techniques, product and materials specifications, product designs and design techniques, client information (including purchase history and client identifying information) and vendor information (including the identity of vendors and information concerning the capacity of or products or pricing provided by specific vendors); notwithstanding the foregoing, “Confidential Information” shall not include information that becomes generally publicly available other than as a result of a disclosure by Employee in violation of Section 3 of this Agreement or that becomes available to Employee on a non-confidential basis from a Person that to Employee’s knowledge, after due inquiry, is not bound by a duty of confidentiality.

“Covered Employee” means any person who, at the time in question, is an employee of any member of the Tiffany Affiliated Group or who was an employee of any member of the Tiffany Affiliated Group during the one-year period previous to the time in question.

“Date of Retirement” means February 1, 2012, the date on which Employee will retire. For purposes of the Equity Awards, as defined below, the Date of Retirement shall be the “Date of Termination” as used in the Equity Awards, unless Employee is terminated earlier for Cause or by reason of death.

“Deferral Plan” means Employer’s Amended and Restated Executive Deferral Plan, as adopted by the Board May 20, 2010.

“Duration of Non-Competition Covenant” means the one-year period beginning with the Date of Retirement and ending January 31, 2013.

“Employee Termination Date” means the earlier of the Date of Retirement or the date that Employee ceases to be employed by Employer other than as a result of his retirement.

“Equity Award” means any grant of options to purchase, or stock units that may be settled in, the Shares, including any grants made under the terms of the 2005 Incentive Plan.

“Excess Plan” means the 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation In Excess of Internal Revenue Code Limits, Amended and Restated as of October 31, 2011.

“Indemnity Agreement” means the Indemnity Agreement made in March of 2005 between Employee and Parent.

“Jewelry” means jewelry (including but not limited to precious metal or silver jewelry or jewelry containing gemstones) and watches.

“Non-Compete Payment” means the payments provided for under Section 15 below.

“Pension Plan” means Employer’s Pension Plan, a tax-qualified plan.

“Pre-existing Non-Competition Covenants” means the Non-Competition and Confidentiality Covenants given by Employee to and for the benefit of Employer and its Affiliates in 2005.

“Proceeds of Equity Award” means, in U.S. dollars, (i) with respect to an Equity Award of stock units, the value of the Shares on the date the Equity Award vests, and, (ii) with respect to an Equity Award that is an option to purchase, the spread between the strike price and the market value of the underlying Shares on the exercise date, in each of cases (i) and (ii) measured by the simple average of the high and low selling prices on the principal market on which the Shares are traded as of vesting or exercise date, as applicable, if such vesting or exercise date is a trading date; if such vesting or exercise date is not a trading date, then as of the next trading date following the vesting or exercise date, as applicable.

“Retention Agreement” means that Retention Agreement entered into between and among Employee, Employer and Parent dated January 20, 2009.

“Retirement Plans” means the Pension Plan, the Excess Plan, the Supplemental Plan, the Retirement Savings Plan and the Deferral Plan.

“Retirement Savings Plan” means Parent’s Employee Profit Sharing and Retirement Savings Plan.

“Shares” means shares of the common stock of the Parent, $0.01 par value per share.

“Supplemental Plan” means the 1994 Tiffany and Company Supplemental Retirement Income Plan, Amended and Restated as of January 31, 2009.

“Tiffany Affiliated Group” means Parent and those Affiliates of Parent, including Employer, that are controlled directly or indirectly by Parent.

“Tranche” means, with reference to a stock option grant, that portion of the options vesting (becoming exercisable) on a specific anniversary date of the grant date.

2. Non-Competition. In consideration of the Non-Compete Payment and such other consideration provided for hereunder, Employee agrees that for the Duration of the Non-Competition Covenant Employee will not directly or indirectly (whether as director, officer, consultant, principal, owner, member, partner, advisor, financier, employee, agent or otherwise):

(a)

engage in, assist, have any interest in or contribute Employee’s knowledge and abilities to, any business or entity engaged in the Retail Jewelry Trade or in the Wholesale Jewelry Trade or seeking to enter or about to become engaged in the Retail Jewelry Trade or the Wholesale Jewelry Trade (provided that this subsection shall not prohibit an investment by Employee not exceeding five percent of the outstanding securities of a publicly traded company);

(b)	employ, attempt to employ, or assist anyone in employing a Covered Employee (including by influencing any Covered Employee to terminate his/her employment with any member of the Tiffany Affiliated Group or to accept employment with any Person); or

(c)	attempt in any manner to solicit jewelry purchases by any client of any member of the Tiffany Affiliated Group or persuade any client of any member of the Tiffany Affiliated Group to cease doing business or reduce the amount of business that such client has customarily done with such member.

The provisions set forth in this Section 2 may be waived in whole or in part by the Compensation Committee of the Board, provided that the timing and the amount of the Non-Compete Payment shall not be modified. Subject to waiver as provided in Section 15 below, the provisions of this Section 2 shall apply whether or not Employee’s employment with Employer is terminated for any reason prior to the Date of Retirement.

3. Confidentiality. Employee acknowledges that Employee has had access to Confidential Information. Employee agrees not use Confidential Information to the detriment of any member of the Tiffany Affiliated Group or to disclose Confidential Information. If Employee is requested in any case by a court or governmental body to make any disclosure of Confidential Information, Employee shall (i) promptly notify Employer in writing, (ii) consult with and assist Employer at Employer’s expense in obtaining an injunction or other appropriate remedy to prevent such disclosure, and (iii) use Employee’s reasonable efforts to obtain at the Employer’s expense a protective order or other reliable assurance that confidential treatment will be accorded to any Confidential Information that must be disclosed. Subject to the foregoing sentence, Employee may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of Employee’s counsel (the form and substance of which opinion shall be reasonably acceptable to Employer), Employee is legally compelled or otherwise required to disclose or else stand liable for contempt or suffer other material penalty. The obligations in this section shall continue beyond the Duration of Non-Competition Covenant.

4. Loss of Benefits, Forfeiture of Equity Awards and Return of Proceeds of Equity Awards in the Event of Breach. Should Employee breach Employee’s obligations under Section 2 above during the period from the Date of Retirement through August 1, 2012, Employee shall:

(a)	forfeit and lose all right to any current or future benefit under the Excess Plan and the Supplemental Plan;

(b)	forfeit and lose all rights under any Equity Award, whether or not such Equity Award shall have vested in whole or in part, and such Equity Award shall thereupon become null and void; and

(c)

immediately pay to Employer the Proceeds of Equity Award for (i) each grant of stock option that was exercised and (ii) each grant of stock units that has vested, in both cases (i) and (ii), within the following period: beginning 180 days prior to the Employee Termination Date and including the period through August 1, 2012.

In addition, should Employee breach Employee’s obligations under Section 2 above at any time during the Duration of Non-Competition Covenant, Employee shall:

(i)

forfeit and lose all right to any portion of the Non-Compete Payment that has not yet been paid; and

(ii)

immediately repay to Employer any portion of the Non-Compete Payment that has been paid.

5. Enforcement.

(a)

Employee agrees that the restrictions set forth in this Agreement are reasonable and necessary to protect the goodwill of the Tiffany Affiliated Group. If any of the provisions set forth herein is deemed invalid, illegal or unenforceable based upon duration, geographic scope or otherwise, Employee agrees that such provision shall be modified to make it enforceable to the fullest extent permitted by law.

(b)

In the event of breach or threatened breach by Employee of the provisions set forth in this Agreement, Employee acknowledges that the Tiffany Affiliated Group will be irreparably harmed and that monetary damages (including those provided for under Section 4 above) shall be an insufficient remedy to Employer or Parent. Therefore, Employee consents to the enforcement of this Agreement by means of temporary or permanent injunction and other appropriate equitable relief in any competent court, in addition to any other remedies Employer or Parent may have under this Agreement or otherwise.

6. Procedure to Obtain Determination. Should Employee wish to obtain a determination that any proposed employment, disclosure, arrangement or association (each a “Proposed Transaction”) is not prohibited hereunder, Employee shall direct a written request to the Board. Such request shall fully describe the Proposed Transaction. Within 30 days after receipt of such request, the Board may (i) issue such a determination in writing, (ii) issue its refusal of such request in writing, or (iii) issue a written request for more written information concerning the Proposed Transaction. In the event that alternative (iii) is elected (which election may be made on behalf of the Board by the Legal Department of Employer without action by the Board), any action on Employee’s request will be deferred for ten (10) days following receipt by said Legal Department of the written information requested. Failure of the Board to act within any of the time periods specified in this Section 6 shall be deemed a determination that the Proposed Transaction is not prohibited hereunder. A determination made or deemed made under this Section 6 shall be limited in effect to the Proposed Transaction described in the submitted materials and shall not be binding or constitute a waiver with respect to any other Proposed Transaction, whether proposed by such Employee or any other Person. In the event that Employee wishes to seek a determination that employment with a management consulting firm, an accounting firm, a law firm or some other provider of consulting services to a wide variety clients will not be prohibited hereunder should such firm, at some unspecified time, provide services to a Person in the Retail Jewelry Trade or the Wholesale Jewelry Trade, Employee may seek a determination hereunder; in submitting such a Proposed Transaction, Employee should specify the extent that Employee will be involved in or can be excluded from involvement in the provision of such services. In a making any determination under this Section 6, the Board shall not be deemed to be acting as a fiduciary with respect to any Retirement Plan, Employee or any beneficiary of Employee and shall be under no obligation to issue a determination that any Proposed Transaction is not prohibited hereunder.

7. Arbitration and Equitable Relief. Employee, Employer and Parent agree that any and all disputes arising out or relating to the interpretation or application of this Agreement, including any dispute concerning whether any conduct is in violation of Section 2 or 3 above, shall be subject to arbitration in New York, New York, under the then existing Commercial Arbitration Rules of the American Arbitration Association. Arbitration proceedings shall be conducted by three arbitrators. Without limit to their general authority, the arbitrators shall have the right to order reasonable discovery in accordance with the Federal Rules of Civil Procedure. The final decision of the arbitrators shall be binding and enforceable without further legal proceedings in court or otherwise, provided that any party to such arbitration may enter judgment upon the award in any court having jurisdiction. The final decision arising from the arbitration shall be accompanied by a written opinion and decision which shall describe the rational underlying the award and shall include findings of fact and conclusions of law. The cost of such arbitration shall be borne equally by the parties and each party to the arbitration shall bear its own attorneys fees. Notwithstanding any provision in this Section 7, the requirement to arbitrate disputes shall not apply to any action to enforce this Agreement by means of temporary or permanent injunction or other appropriate equitable relief.

8. Adjustments to Equity Awards. In consideration of the undertakings and agreements of Employee made in this Agreement, Parent hereby agrees that the following adjustments will be made to outstanding Equity Awards as of the Date of Retirement if Employee’s employment with Employer is not terminated earlier for Cause or by reason of death:

(a)	the Fourth Tranche of the ’09 Option Grant, scheduled to vest on January 14, 2013, shall become fully vested on the Date of Retirement;

(b)	the Third Tranche of the ’10 Option Grant, scheduled to become vested on January 20, 2013, shall become fully vested on the Date of Retirement;

(c)

because the Earnings Threshold (as defined under the ‘09 PSU Grant) under the ’09 PSU Grant has already been achieved, 100% of the ’09 PSU Grant shall become fully vested at the close of business on January 31, 2012, the end of the Performance Period under the ’09 PSU Grant, and the Settlement Value of each Vested Unit (as such terms are defined under the ’09 PSU Grant), shall be issued and delivered to Employee’s account in Shares within thirty (30) days following the 3rd business day following the public announcement of Parent’s audited, consolidated financial results for the fiscal year ending on January 31, 2012, but in no event later than December 31, 2012; and

(d)

a portion of the stock units from the ‘10 PSU Grant will be vested (the “Vested Portion”) and the balance of units from the ‘10 PSU Grant will be cancelled as of the Date of Retirement. The Vested Portion will be computed as follows: 28,000 Shares *0.66* the Performance Factor. The “Performance Factor” will be computed by Parent’s Chief Financial Officer on the basis of Parent’s actual earnings and return-on-assets performance during the fiscal years ended January 31, 2011 and 2012 and on the basis of performance planned for the fiscal year ending on January 31, 2013; such actual and planned financial performance will be compared to the Earnings Threshold, Earnings Target, Earnings Maximum and ROA Target established by the Compensation Committee of the Board in respect of the ‘10 PSU Grant and the Performance Factor will be computed as though the planned earnings and return-on-assets performance for the fiscal year ending on January 31, 2013 will be achieved; the Performance Factor will be so computed in March of 2012. The Settlement Value (as defined in the ’10 PSU Grant) of the Vested Portion shall be issued and delivered to Employee’s account in Shares within ten (10) days following August 1, 2012.

As used above the term “vested” means, with respect to a stock option, that it becomes exercisable, and with respect to a stock unit award, that it is no longer subject to cancellation.

9. Acknowledgements as to Equity Awards. For the avoidance of doubt, Parent and Employee mutually acknowledge the following:

(a)	with respect to vesting of the ‘10 PSU Grant as provided for in 8(d) above, such vesting has been effected by the Committee pursuant to Section 4.10 of the 2005 Incentive Plan;

(b)	the Fourth Tranche of the ‘10 Option Grant, scheduled to vest on January 20, 2014, will not vest and will be cancelled (unless Employee’s employment with Employer terminates prior to the Date of Retirement by reason of Employee’s death);

(c)

all Equity Grants contain provisions for the delivery of the “Settlement Value” so that the number of Shares of Common Stock eventually delivered will be subject to adjustment as provided for under Section 4.2(c) of the 2005 Incentive Plan; such provisions for adjustment will remain in effect notwithstanding any provision of this Agreement;

(d)

all Tranches of all Equity Awards that are stock options that are vested as of the Date of Retirement, whether by virtue of this Agreement or because previously vested, will remain exercisable until the earliest to occur of (i) the ten-year anniversary of the grant date of such Equity Award, or (ii) the two-year anniversary of the Date of Retirement (unless Employee’s employment with Employer is terminated earlier for Cause or by reason of death); and

(e)	except as expressly modified hereunder, all Equity Awards remain in full force and effect in accordance with their terms.

10. Acknowledgements as to 2011 Incentive Payment. Employee, Employer and Parent acknowledge that they are parties to a Cash Incentive Award Agreement made effective as of February 1, 2011 and that such Cash Incentive Award Agreement remains in effect and will remain in effect notwithstanding this Agreement. As of the Date of Retirement, the Performance Period under such Award Agreement will have been completed. Under such Award Agreement, Employee’s target incentive award for the fiscal year ending January 31, 2012 is $518,000 and his maximum incentive award is $1,036,000. The actual incentive award payable to Employee will be determined under the terms of such Cash Incentive Award Agreement and the 2005 Incentive Plan by the Compensation Committee of the Board. Said Compensation Committee has resolved that Employee’s retirement will not be a factor in that determination. In accordance with the terms of such Cash Incentive Award, actual payout of such incentive award will be made in 2012 at the time for payout of incentive awards for the executive officers of Parent.

11. Acknowledgements as to Retirement Plans. Nothing contained in this Agreement is intended to alter Employee’s rights under, or the obligations of Employer or Parent, as the case may be, under any of the Retirement Plans. Employer acknowledges that Employee will continue to receive pension credit under the Retirement Plans, as applicable, through and including the Date of Retirement in accordance with the terms of the Retirement Plans. The parties acknowledge that Employee will, on the Date of Retirement, have early-retired under the terms of the Pension Plan, the Excess Plan and the Supplemental Plan.

12. Surrender of Retention Agreement. As of the date of this Agreement, Employee will be deemed to have surrendered and Employer and Parent will be deemed to have accepted the surrender of the Retention Agreement, it being understood and agreed that Employee’s rights to compensation, if any, should a “Change in Control” as defined in the Retention Agreement occur between the date of this Agreement and the Date of Retirement, will be determined solely as provided in this Agreement, the Retirement Plans, and under the Equity Awards.

13. Surrender of Pre-existing Non-Competition Covenants. As of the date of this Agreement, Employer will be deemed to have surrendered and Employee will be deemed to have accepted the surrender of the Pre-existing Non-Competition Covenants, it being understood and agreed that Employee’s obligations under this Agreement, which exceed those under the Pre-existing Non-Competition Covenants, shall replace those under the Pre-existing Non-Competition Covenants. Notwithstanding anything otherwise stated herein, it is acknowledged that, for purposes of the Excess Plan and the Supplemental Plan, this Agreement shall take the place of the Pre-Existing Non-Competition Covenants for all purposes under the Excess Plan and the Supplemental Plan and will be deemed to have been delivered by Employee as required under those Plans.

14. Code Section 409A. Notwithstanding anything herein to the contrary, any benefits and payments provided under this Agreement, under any of the Retirement Plans, under any of the Equity Awards, or under the Cash Incentive Award Agreement referred to in Section 10 above that are payable or provided to Employee in connection with a termination of employment that constitute non-qualified deferred compensation within the meaning of Code Section 409A shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)) (“Separation from Service”). For the avoidance of doubt, it is intended that payments under Section 15 and the other payments referred in this Section 14 comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted this Agreement shall be interpreted in accordance with such intent. If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment that is considered non-qualified deferred compensation under Code Section 409A payable on account of a Separation from Service, such payment or benefit shall be made or provided at the date which is the earlier to occur of: (i) the date that is six months and one day after Employee’s Separation from Service or (ii) the date of Employee’s death that occurs after Employee’s Separation from Service(the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum on the first business day following the end of the Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for such payment or benefit. For purposes of Code Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of any payment that is considered nonqualified deferred compensation. This Section 14 shall be administered, construed and interpreted in a manner consistent with the requirements of Code Section 409A. The reference to any payment in this Section 14 shall not imply any characterization of such payment for purposes of Code Section 409A.

15. Non-Compete Payment. In consideration of Employee’s obligations under Section 2 above, Employer shall pay to Employee the sum of $1,887,000 in two equal installments as follows: (i) within ten (10) days following August 1, 2012; and (ii) within ten (10) days following February 1, 2013. All payments under this Section 15 shall be subject to Employee’s continued performance of his obligations under Section 2. All payments under this Section 15 shall be subject to all applicable withholding and other taxes. In the event that Employee’s employment with Employer is terminated by Employer for Cause prior to the Date of Retirement, Employer and Parent may elect to waive Employee’s performance under Section 2 above, and, provided such waiver is given within ten (10) days of the Employee Termination Date, Employer shall have no payment obligation under this Section 15.

16. Continuation of Employment. Employer and Parent agree that Employee’s employment by Employer will continue until the Date of Retirement unless terminated earlier by Employer for Cause as defined in this Agreement.

17. Release.

(a)

Intended Scope of Release; Persons Released. Employee intends to release each member of the Tiffany Affiliated Group, and their respective officers, directors, employees, agents, stockholders and Affiliates (each individually a “Tiffany Released Party” and together the "Tiffany Released Parties") from all claims relating to his employment with the Employer and his separation from such employment except as provided in paragraph 17(b) below.

(b)

Claims Not Released. Notwithstanding anything herein to the contrary, Employee’s waiver and release set forth herein shall not extend to the following: (i) any rights, remedies or claims Employee may have in enforcing the terms of this Agreement; (ii) any rights Employee may have to receive vested amounts under any employee benefit plans, the Retirement Plans and/or any other pension plans or programs; (iii) Employee’s rights to medical benefit continuation coverage pursuant to federal law (COBRA) or claims to unemployment compensation; (iv) Employee’s eligibility for, or right to receive, indemnification and advancement of expenses in accordance with applicable laws, the certificate of incorporation and/or by-laws of any member of the Tiffany Affiliated Group, under this Agreement or the Indemnity Agreement, or under any of the governing agreements of the Tiffany Affiliated Group, or coverage under any applicable directors and officers policy or otherwise; (v) any rights Employee may have to obtain contribution as permitted by law in the event of entry of judgment against Employee as a result of any act or failure to act for which any member(s) of the Tiffany Affiliated Group and Employee are jointly liable; (vi) any rights Employee has as a continuing or former member, partner, shareholder or participant in any Tiffany Affiliated Group entity or investment; (vii) any claims against the Tiffany Affiliated Group involving willful misconduct or intentional fraud; and (viii) any rights or claims that may not be lawfully released and/or waived. Notwithstanding anything herein or in the Agreement to the contrary, in the event Employer or Parent fail to make a timely payment owed to Employee under this Agreement or otherwise, Employee’s waiver and release herein shall become void ab initio.

(c)

Employee Claims Released. Except as provided in (b) above, Employee releases and forever discharges the Tiffany Released Parties from any and all claims of every kind and nature relating to Employee’s employment with the Employer and Employee’s separation from such employment. This includes known and unknown claims arising out of, or in any way connected with the following: Employee’s employment with Employer prior to the date Employee signs this agreement; Employee’s resignation from employment or the manner in which it was communicated or handled; Employee’s treatment by the Tiffany Released Parties prior to the date Employee signs this Agreement; any damages (emotional, physical, to Employee’s reputation or otherwise) that Employee may have suffered prior to the date Employee signs this Agreement; and any claims in the nature of discrimination on the basis of age, disability, citizenship, sex, race, religion, marital status, nationality, sexual preference or any other basis whatsoever, including rights that Employee may have under state or federal law providing for paid or unpaid leave. This release covers claims under the federal Age Discrimination in Employment Act.

(d)

Employer and Parent Claims Released. In exchange for the promises provided for in this Agreement, including Employee’s waiver and release of claims against the Tiffany Released Parties, and other good and valuable consideration, the sufficiency of which is hereby acknowledged by Employer and Parent, Employer and Parent, on behalf of themselves and the Tiffany Released Parties, release and forever discharge Employee, his heirs, executors, administrators, trustees, legal representatives, attorneys and assigns from any and all claims, causes of action, complaints, agreements, promises (express or implied), contracts, undertakings, covenants, guarantees, grievances, liabilities, damages, rights, obligations, expenses, debts and demands whatsoever, in law or equity, known or unknown, whether present or future, and of whatsoever kind or nature, which the Tiffany Released Parties had, now have or hereafter can, shall or may have, for, upon or by reason of any alleged or actual matter, cause or thing from the beginning of time until the date of this Agreement. The waiver and release set forth herein shall not extend to the following: (i) any claims arising after the execution of this Agreement (including any claims for breach of this Agreement or any other agreement or instrument referred to herein); (ii) any claims for enforcement of this Agreement; (iii) any claims involving acts of fraud, theft or criminal conduct; and/or (iv) any rights or claims that may not be lawfully released and/or waived.

(e)	Release Made on Behalf of Employee and Others. The release given by Employee is made on his own behalf and on behalf of any persons who might claim a right to money because of their relationship with Employee, such as a spouse.

(f)

No Lawsuits. Except as provided under Section 17(h) (iii) below, Employee agrees that he will not file, cause to be filed, or participate in or assist in the prosecution of, any legal proceeding against any of the Tiffany Released Parties in or before any agency, court or other forum for any act or failure to act that occurred prior to the date of this Agreement. However, nothing in this subsection (f) shall prevent Employee’s participation in any proceeding in compliance with a summons that requires such participation, or Employee’s filing of a charge or otherwise participating in administrative proceedings or investigations of the federal Equal Employment Opportunity Commission.

(g)

Violations of Legal Rights Released. This release releases the Released Parties from any and all acts that may have violated Employee’s rights under any contract or principle of law or any federal, state or local fair employment practice or civil rights law including the federal Americans with Disabilities Act, the federal Family Leave Act and any other statute, executive order, law, ordinance or decision, and any other duty or obligation of any kind or description. This release also releases Employee’s rights under the federal Age Discrimination in Employment Act.

(h)

Age Discrimination in Employment Act. While the above release is intended to be a general release of all claims, federal law imposes certain additional requirements for such a release to be completely effective. The law requires that for any such release to address rights or claims arising under the federal Age Discrimination in Employment Act, it must, among other things, make specific reference to that act, afford Employee at least twenty-one (21) days to consider the release and seven (7) days to revoke Employee’s agreement, advise Employee in writing to consult with an attorney and provide Employee with specific disclosures.

(i)

Once Employee has signed this Agreement, he will have seven (7) days to revoke (i.e., change his mind) in respect of this Agreement. This Agreement shall not become effective or enforceable until the seven (7) day revocation period has expired without revocation by Employee. If Employee chooses to revoke this Agreement, Employee must do so by written notice to the Employer.

(ii)

Employee is advised to consult with an attorney before signing this Agreement. To ensure that Employee has adequate time to review this Agreement, Employer will not accept the return of this Agreement until, at the earliest, January 26, 2012. Should Employee sign and return this Agreement prior to the expiration of the 21 day review period provided to Employee, Employee will have voluntarily waived the remainder of such review period.

(iii)

Nothing contained in this Agreement shall prevent Employee from challenging this Agreement on the basis that Employee did not knowingly and voluntarily release any claims that Employee might have under the federal Age Discrimination in Employment Act or on the basis that Employee did not knowingly and voluntarily agree to refrain from filing a lawsuit under the federal Age Discrimination in Employment Act. Employer will not be permitted to recover attorneys’ fees or other damages resulting from Employee filing a lawsuit under this subsection 17(g) (iii). Further, Employee will not be required to repay any consideration paid to Employee by the Employer for this release as a condition to filing or maintaining an action or a charge of age discrimination. However, if the court rules that Employee did not knowingly and voluntarily release Employee’s age discrimination claims, and if the court also rules that Employer discriminated against Employee on the basis of age, a court has the discretion to determine that the Employer is entitled to repayment from any money awarded to Employee, such repayment not to exceed the amount of the award to Employee.

(iv)

If it becomes necessary for either Employee or Employer to resort to legal process to enforce the terms of this Agreement, the successful party in such litigation, shall, in addition to any award of damages, costs or injunctive relief otherwise obtained, be entitled to an award of reasonable attorney's fees incurred in so enforcing the terms of this Agreement. Notwithstanding the foregoing, Employer and Parent acknowledge that neither shall be permitted to recover attorneys’ fees and/or damages from Employee because of the filing of an ADEA lawsuit. However, neither shall be precluded from recovering attorneys’ fees or costs specifically authorized under federal law.

18. Resignations. Following the date of this Agreement and prior to and after the Date of Retirement, Employee will cooperate with Employer’s legal department in effecting necessary changes in management of those members of the Tiffany Affiliated Group which are incorporated in jurisdictions other than the U.S. (“Foreign Affiliates”). To that end, Employee will resign all positions with Foreign Affiliates, as requested by the legal department, and, prior to such resignations becoming effective, cooperate with the legal department in the appointment of new officers and directors by signing necessary directors’ and shareholders’ resolutions. For the avoidance of doubt, Employee will not be asked to resign any position with Employer, Parent or any other member of the Tiffany Affiliated Group other than a Foreign Affiliate prior to the Date of Retirement, except upon an earlier termination of his employment by the Employer for Cause. For the convenience of Employer, Employee agrees that he will continue to serve as a non-employee officer and/or as a non-employee director of one or more Foreign Affiliates for a reasonable period of time, not to exceed six months following the date of this Agreement in any case, in order that Employer may effect the necessary changes to replace Employee.

19. Miscellaneous Provisions.

(a)	Parent may assign its rights to enforce this Agreement to any of its Affiliates. Employee understands and agrees that the promises in this Agreement are for the benefit of the Tiffany Affiliated Group and for the benefit of the successors and assigns of such Affiliates.

(b)	Any determination made by the Board under Section 6 above shall bind Employer and all other members of the Tiffany Affiliated Group.

(c)	If any action by Employee prohibited hereunder causes Employee to lose a right to a benefit under the Excess Plan or the Supplemental Plan such loss of benefit shall also be effective with respect to Employee’s beneficiaries under the Excess Plan or the Supplemental Plan.

(d)

The laws of the State of New York, without giving effect to its conflicts of law principles, govern all matters arising out of or relating to this Agreement and all of the prohibitions and remedies it contemplates, including, without limitation, its validity, interpretation, construction, performance and enforcement.

(e)	Each Person giving or making any notice, request, demand or other communication (each, a “Notice”) pursuant to this Agreement shall

(i) give the Notice in writing; and

(ii)

use one of the following methods of delivery, each of which for purposes of this Agreement is a writing:

(A) Personal delivery.

(B)

Registered or Certified Mail, in each case, return receipt requested and postage prepaid.

(C)

Nationally recognized overnight courier, with all fees prepaid.

(f)	Each Person giving a Notice shall address the Notice to the recipient (the “Addressee”) at the address appearing at the top of this Agreement or to a changed address designated in a Notice.

(g)

A Notice is effective only if the person giving the Notice has complied with subsections (e) and (f) and if the Addressee has received the Notice. A Notice is deemed to have been received upon receipt as indicated by the date on the signed receipt, provided, however, that if the Addressee rejects or otherwise refuses to accept the Notice, or if the Notice cannot be delivered because of a change in address for which no Notice was given, then upon such rejection, refusal or inability to deliver such Notice will be deemed to have been received. Despite the other clauses of this subsection (g), if any Notice is received after 5:00 p.m. on a business day where the Addressee is located, or on a day that is not a business day where the Addressee is located, then the Notice is deemed received at 9:00 a.m. on the next business day where the Addressee is located.

(h)

This Agreement shall not be amended except by a subsequent written Agreement that has been executed by Employee and on behalf of Employer and Parent by duly authorized officers of Employer and Parent. Employee’s obligations under this Agreement may not be waived, except pursuant to a writing executed on behalf of Employer and Parent or as otherwise provided in Section 6 above.

(i)

This Agreement constitutes the final expression of Employee’s post-employment confidentiality and non-competition obligations and adjustments to Equity Awards to be made in connection with Employee’s retirement. Except as expressly stated herein, such Equity Awards, and all other awards made under the 2005 Incentive Plan remain outstanding and subject to their original terms and conditions. This Agreement supersedes and replaces all prior discussions, agreements, memoranda and understands concerning any special terms of Employee’s retirement. Except as expressly stated herein, all Retirement Plans remain subject to the written plans, agreements, policies and practices by which such Retirement Plans exist and are administered.

(j)

Any reference in this Agreement to the singular includes the plural where appropriate, and any reference in this Agreement to the masculine gender includes the feminine and neuter genders where appropriate. The descriptive headings of the sections of this Agreement are for convenience only and do not constitute part of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first written above.

____________________________________

James E. Quinn

(“Employee”)

Tiffany and Company Tiffany & Co.

(“Employer”) (“Parent”)

By: ________________________ By: __________________________