8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

_______________________

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report: March 19, 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 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

10.139d Form of Fiscal 2012 Cash Incentive Award Agreement for certain Executive Officers adopted on March 14, 2012 under Registrant’s 2005 Employee Incentive Plan as Amended and Adopted as of May 18, 2006.

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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:  March 19, 2012

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EXHIBIT INDEX

Exhibit No.                      Description

10.139d Form of Fiscal 2012 Cash Incentive Award Agreement for certain Executive Officers adopted on March 14, 2012 under Registrant’s 2005 Employee Incentive Plan as Amended and Adopted as of May 18, 2006.

EX-99.1

Exhibit 10.139d

CASH INCENTIVE AWARD AGREEMENT

 AGREEMENT made effective February 1, 2012 by and among Tiffany & Co., a Delaware corporation (the “Company”), Tiffany and Company, the New York subsidiary corporation of the Company (“Tiffany”) and ● (“Executive”).

 Whereas, on March 17, 2005 the Board of Directors of the Company adopted, and on May 19, 2005 the stockholders of the Company duly approved, the Company’s 2005 Employee Incentive Plan, as subsequently

amended (the “Plan”); and

Whereas, the Stock Option Subcommittee of the Compensation Committee of the Company was appointed the “Committee” under the Plan by said Board of  Directors; and

NOW THEREFORE, based upon the foregoing and in consideration of the mutual promises hereinafter set forth, it is hereby AGREED as follows:

     1.  This Agreement is intended to be an Award Agreement under the Plan and is subject to all terms and conditions set forth in such Plan, including the Plan provisions limiting implied rights.

     2.  Executive agrees that he/she shall not be entitled to any cash bonus in respect of the fiscal year ending January 31, 2012 except as provided in this Agreement.

     3.   Tiffany agrees to pay, or, failing that, the Company shall pay, cash Incentive Award to Executive in respect of the fiscal year ending January 31, 2013 only as follows:

 (a)  Such award shall be paid, if at all, following the close of such fiscal year and after financial results have been determined and publicly announced, provided that Executive remains employed with

  Tiffany through the end of such fiscal year;

      (b)   No award shall be payable unless the following Performance Measure is achieved:

                 the Company’s consolidated net earnings for such fiscal year (as adjusted by the Committee pursuant to Section 9.1 of the Plan) equal or exceed $306 million;

               (c)  If the condition stated in subparagraph (b) is satisfied, a maximum Incentive Award of $●[see Schedule of Maximum Awards attached] will be payable to you, subject to the discretion of the Committee to reduce                  such award; the Committee will not be limited in the exercise of such discretion.

     4.  This Agreement shall be governed by the law of the State of New York applicable to agreements made and to be performed within said state.

     IN WITNESS WHEREOF, parties hereto have entered into this Agreement effective as of the date first stated above.

     Tiffany & Co.

(the “Company”)

____________________________________                                            ___________________________

[Name of Executive]

Tiffany and Company

(“Tiffany”)

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Schedule of Maximum Incentive Awards

Michael J. Kowalski -- $1,150,000

Frederic Cumenal -- $720,000

Beth O. Canavan -- $570,000

James N. Fernandez -- $720,000

Jon King -- $570,000