Delaware | 1-9494 | 13-3228013 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
200 Fifth Avenue, New York, New York | 10010 | |||
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 | Other Events. |
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
10.31a | Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant’s 2014 Employee Incentive Plan. |
10.31b | Terms of Cliff-Vesting Restricted Stock Grant (Non-Transferable) under Registrant’s 2014 Employee Incentive Plan. |
10.31c | Terms of Tranche-Vesting Restricted Stock Grant (Non-Transferable) under Registrant’s 2014 Employee Incentive Plan. |
10.31d | Terms of Time-Vesting Restricted Stock Grant (Non-Transferable) under Registrant’s 2014 Employee Incentive Plan. |
TIFFANY & CO. | ||
(Registrant) | ||
By: /s/ Leigh M. Harlan | ||
Leigh M. Harlan | ||
Senior Vice President, Secretary | ||
and General Counsel | ||
Date: July 18, 2014 |
Exhibit No. | Description |
10.31a | Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant’s 2014 Employee Incentive Plan. |
10.31b | Terms of Cliff-Vesting Restricted Stock Grant (Non-Transferable) under Registrant’s 2014 Employee Incentive Plan. |
10.31c | Terms of Tranche-Vesting Restricted Stock Grant (Non-Transferable) under Registrant’s 2014 Employee Incentive Plan. |
10.31d | Terms of Time-Vesting Restricted Stock Grant (Non-Transferable) under Registrant’s 2014 Employee Incentive Plan. |
Exhibit 10.31a |
TRANSFERABLE |
OPTION |
TERMS |
Rev. VI |
a. | the ten-year anniversary of the Grant Date; |
b. | if the Participant’s Date of Termination occurs by reason of death, Disability or Retirement, the two-year anniversary of such Date of Termination; |
c. | if the Participant’s Date of Termination occurs for reasons other than death, Disability, Retirement or Termination for Cause, the three month anniversary of such Date of Termination; |
d. | if the Participant's Date of Termination occurs by reason of Termination for Cause, the Date of Termination. |
a. | 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 amount of the Exercise Price for the Shares being exercised plus any tax withholding resulting from such exercise as computed by Employer; or |
b. | a copy of directions to, or a written acknowledgment from, an Approved Broker that the Approved Broker has been directed to sell, for the account of the owner of the Option, Shares (or a sufficient portion of the Shares) acquired upon exercise of the Option, together with an undertaking by the Approved Broker to remit to the Parent a sufficient portion of the sale proceeds to pay the Exercise Price for the Shares exercised plus any tax withholding resulting from such exercise as computed by Employer. |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Transferable Option: Terms of Stock Option Award - Rev. VI | Page 2 |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Transferable Option: Terms of Stock Option Award - Rev. VI | Page 3 |
(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 |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Transferable Option: Terms of Stock Option Award - Rev. VI | Page 4 |
(ix) | Participant’s Disability. |
(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) | 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) through (iv) of this definition; |
(iii) | 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; |
(iv) | all or substantially all of the assets of Parent or Employer are sold, liquidated or distributed, except to an Affiliate of Parent. |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Transferable Option: Terms of Stock Option Award - Rev. VI | Page 5 |
• | a material adverse change in Participant’s duties, authority or responsibilities; |
• | a material adverse change in Participant’s reporting responsibility; |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Transferable Option: Terms of Stock Option Award - Rev. VI | Page 6 |
• | a failure of any successor to Employer or Parent (whether direct or indirect and whether by merger, acquisition, consolidation, asset sale or otherwise) to assume in writing any obligations arising out of these Terms or any other agreement between Employer or Parent and Participant; |
• | any other action or inaction that constitutes a material breach by Employer or Parent of these Terms or any other agreement between Participant and Employer (for this purpose, a “material breach” by Employer or Parent shall include any reduction in Participant’s base salary or in his target short-term incentive / annual bonus (but, for the avoidance of doubt, any actual pay-out of a short-term incentive / annual bonus for a given fiscal year which is less than the target shall not constitute Good Reason, provided that such lower pay-out is based upon the failure to meet pre-determined performance goals or a good faith determination by Employer or the Compensation Committee of Parent Board that Parent’s financial performance or Participant’s personal performance did not warrant a pay-out equal to or greater than the target short-term incentive / annual bonus)); |
• | Parent’s failure to comply with the terms of any equity award granted to or required by contract to be granted to Participant; and |
• | 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). |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Transferable Option: Terms of Stock Option Award - Rev. VI | Page 7 |
(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; |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Transferable Option: Terms of Stock Option Award - Rev. VI | Page 8 |
Exhibit 10.31b |
RESTRICTED |
STOCK GRANT |
TERMS |
Cliff-Vesting |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award | Page 2 |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award | Page 3 |
• | Participant’s conviction or plea of nolo contendere to a felony or any other crime involving moral turpitude which would tend to subject Employer, Parent or any Tiffany Affiliate to public criticism or to materially interfere with Participant’s continued service to Employer or Parent; |
• | Participant’s willful and material violation of Employer’s Business Conduct Policy - Worldwide, as it may be amended from time to time; |
• | Participant’s willful failure, or willful refusal to attempt, to perform substantially all such proper and achievable directives issued by Participant’s superior or the Parent Board (other than any such failure resulting from incapacity due to physical or mental illness, or any such refusal made 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 his duties, and which performance is not substantially corrected by Participant within ten (10) business days of receipt of such demand; |
• | Participant’s fraud or theft with regard to Parent or any Tiffany Affiliate; |
• | Participant’s willful failure to reasonably cooperate in any investigation of alleged misconduct by Participant or by any other Participant of Parent, Employer or any Tiffany Affiliate; |
• | Participant’s willful and material breach of any non-competition or confidentiality covenants that Participant has entered into with Employer; |
• | Participant’s alcoholism or illicit drug use that materially interferes with Participant’s job performance or his ability to perform his services hereunder or that has a material adverse effect on the reputation of Employer, Parent or any Tiffany Affiliate or their respective products, trademarks or goodwill. |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award | Page 4 |
(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) | 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) through (iv) of this definition; |
(iii) | 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; |
(iv) | all or substantially all of the assets of Parent or Employer are sold, liquidated or distributed, except to an Affiliate of Parent. |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award | Page 5 |
• | a material adverse change in Participant’s duties, authority or responsibilities; |
• | a material adverse change in Participant’s reporting responsibility; |
• | a failure of any successor to Employer or Parent (whether direct or indirect and whether by merger, acquisition, consolidation, asset sale or otherwise) to assume in writing any obligations arising out of these Terms or any other agreement between Employer or Parent and Participant; |
• | any other action or inaction that constitutes a material breach by Employer or Parent of these Terms or any other agreement between Participant and Employer (for this purpose, a “material breach” by Employer or Parent shall include any reduction in Participant’s base salary or in his target short-term incentive / annual bonus (but, for the avoidance of doubt, any actual pay-out of a short-term incentive / annual bonus for a given fiscal year which is less than the target shall not constitute Good Reason, provided that such lower pay-out is based upon the failure to meet pre-determined performance goals or a good faith determination |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award | Page 6 |
• | Parent’s failure to comply with the terms of any equity award granted to or required by contract to be granted to Participant; and |
• | 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). |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award | Page 7 |
(i) | 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 |
(ii) | 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; |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award | Page 8 |
Exhibit 10.31c |
RESTRICTED |
STOCK GRANT |
TERMS |
Tranche-Vesting |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award -- Tranche-Vesting | Page 2 |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award -- Tranche-Vesting | Page 3 |
(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 or the Parent Board (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. |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award -- Tranche-Vesting | Page 4 |
(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) | 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) through (iv) of this definition; |
(iii) | 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; |
(iv) | all or substantially all of the assets of Parent or Employer are sold, liquidated or distributed, except to an Affiliate of Parent. |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award -- Tranche-Vesting | Page 5 |
• | a material adverse change in Participant’s duties, authority or responsibilities; |
• | a material adverse change in Participant’s reporting responsibility; |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award -- Tranche-Vesting | Page 6 |
• | a failure of any successor to Employer or Parent (whether direct or indirect and whether by merger, acquisition, consolidation, asset sale or otherwise) to assume in writing any obligations arising out of these Terms or any other agreement between Employer or Parent and Participant; |
• | any other action or inaction that constitutes a material breach by Employer or Parent of these Terms or any other agreement between Participant and Employer (for this purpose, a “material breach” by Employer or Parent shall include any reduction in Participant’s base salary or in his target short-term incentive / annual bonus (but, for the avoidance of doubt, any actual pay-out of a short-term incentive / annual bonus for a given fiscal year which is less than the target shall not constitute Good Reason, provided that such lower pay-out is based upon the failure to meet pre-determined performance goals or a good faith determination by Employer or the Compensation Committee of the Parent Board that Parent’s financial performance or Participant’s personal performance did not warrant a pay-out equal to or greater than the target short-term incentive / annual bonus)); |
• | Parent’s failure to comply with the terms of any equity award granted to or required by contract to be granted to Participant; and |
• | 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). |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award -- Tranche-Vesting | Page 7 |
(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; |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award -- Tranche-Vesting | Page 8 |
Exhibit 10.31d |
RESTRICTED |
STOCK GRANT |
TERMS |
Standard Time-Vesting |
Maturity Dates as of the following anniversary of the Grant Date: | The Grant shall mature with the respect to the following percentage (“installment”) of the Stock Units: |
One-year anniversary | 25% |
Two-year anniversary | 25% |
Three-year anniversary | 25% |
Four-year anniversary | 25% |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award -- Standard Time-Vesting | Page 2 |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award -- Standard Time-Vesting | Page 3 |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award -- Standard Time-Vesting | Page 4 |
(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. |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award -- Standard Time-Vesting | Page 5 |
(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) | 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) through (iv) of this definition; |
(iii) | 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; |
(iv) | all or substantially all of the assets of Parent or Employer are sold, liquidated or distributed, except to an Affiliate of Parent. |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award -- Standard Time-Vesting | Page 6 |
• | a material adverse change in Participant’s duties, authority or responsibilities; |
• | a material adverse change in Participant’s reporting responsibility; |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award -- Standard Time-Vesting | Page 7 |
• | a failure of any successor to Employer or Parent (whether direct or indirect and whether by merger, acquisition, consolidation, asset sale or otherwise) to assume in writing any obligations arising out of these Terms or any other agreement between Employer or Parent and Participant; |
• | any other action or inaction that constitutes a material breach by Employer or Parent of these Terms or any other agreement between Participant and Employer (for this purpose, a “material breach” by Employer or Parent shall include any reduction in Participant’s base salary or in his target short-term incentive / annual bonus (but, for the avoidance of doubt, any actual pay-out of a short-term incentive / annual bonus for a given fiscal year which is less than the target shall not constitute Good Reason, provided that such lower pay-out is based upon the failure to meet pre-determined performance goals or a good faith determination by Employer or the Compensation Committee of Parent Board that Parent’s financial performance or Participant’s personal performance did not warrant a pay-out equal to or greater than the target short-term incentive / annual bonus)); |
• | Parent’s failure to comply with the terms of any equity award granted to or required by contract to be granted to Participant; and |
• | 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). |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award -- Standard Time-Vesting | Page 8 |
(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; |
Tiffany & Co. 2014 Employee Incentive Plan | ||
Restricted Stock Grant: Terms of Stock Grant Award -- Standard Time-Vesting | Page 9 |