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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Item 8.01 | Other Events. |
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
10.27s | Terms of 2014 Amended and Restated Performance-Based Restricted Stock Unit Grant for Mr. Kowalski. |
10.27t | Terms of 2015 Amended and Restated Performance-Based Restricted Stock Unit Grant for Mr. Kowalski. |
10.35 | Corporate Governance Principles, amended and restated as of March 19, 2015. |
TIFFANY & CO. | ||
(Registrant) | ||
By: /s/ Leigh M. Harlan | ||
Leigh M. Harlan | ||
Senior Vice President, Secretary | ||
and General Counsel | ||
Date: March 24, 2015 |
Exhibit No. | Description |
10.27s | Terms of 2014 Amended and Restated Performance-Based Restricted Stock Unit Grant for Mr. Kowalski. |
10.27t | Terms of 2015 Amended and Restated Performance-Based Restricted Stock Unit Grant for Mr. Kowalski. |
10.35 | Corporate Governance Principles, amended and restated as of March 19, 2015. |
EXHIBIT 10.27s |
PERFORMANCE- |
BASED |
RESTRICTED |
STOCK GRANT |
Terms |
Rev. I |
(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; |
Tiffany & Co. 2005 Employee Incentive Plan | ||
Performance-Based Stock Grant: Terms of Stock Grant Award – Rev. I | Page 2 |
(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 Retirement at any time during 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; |
(e) | if the Participant’s Date of Termination occurs by reason of Cause, no Stock Units shall vest; |
(f) | if the Participant’s Date of Termination occurs by reason of Participant’s voluntary resignation, no Stock Units shall vest; and |
(g) | 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. |
(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: |
Tiffany & Co. 2005 Employee Incentive Plan | ||
Performance-Based Stock Grant: Terms of Stock Grant Award – Rev. I | Page 3 |
(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. |
Tiffany & Co. 2005 Employee Incentive Plan | ||
Performance-Based Stock Grant: Terms of Stock Grant Award – Rev. I | Page 4 |
Tiffany & Co. 2005 Employee Incentive Plan | ||
Performance-Based Stock Grant: Terms of Stock Grant Award – Rev. I | Page 5 |
(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. 2005 Employee Incentive Plan | ||
Performance-Based Stock Grant: Terms of Stock Grant Award – Rev. I | Page 6 |
(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. 2005 Employee Incentive Plan | ||
Performance-Based Stock Grant: Terms of Stock Grant Award – Rev. I | Page 7 |
Tiffany & Co. 2005 Employee Incentive Plan | ||
Performance-Based Stock Grant: Terms of Stock Grant Award – Rev. I | 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. |
Tiffany & Co. 2005 Employee Incentive Plan | ||
Performance-Based Stock Grant: Terms of Stock Grant Award – Rev. I | Page 9 |
(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. 2005 Employee Incentive Plan | ||
Performance-Based Stock Grant: Terms of Stock Grant Award – Rev. I | Page 10 |
EXHIBIT 10.27t |
PERFORMANCE- |
BASED RESTRICTED |
STOCK GRANT |
Terms |
(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. |
(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, 34% 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, 17% 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 Retirement at any time during 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; |
(e) | if the Participant’s Date of Termination occurs by reason of Cause, no Stock Units shall vest; |
(f) | if the Participant’s Date of Termination occurs by reason of Participant’s voluntary resignation, no Stock Units shall vest; and |
(g) | 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 the Stock Units as follows, 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: |
(i) | If the Date of Termination occurs in the last fiscal year of the Performance Period, the percentage of the Stock Units the Committee may elect to vest will be based on the Company’s cumulative performance during the first and second fiscal year of the Performance Period, as compared to the Earnings Threshold, Earnings Target, and Earnings Maximum expressed in the Notice of Grant. For purposes of this Section 4(g)(i), the Earnings Threshold, Earnings Target, and Earnings Maximum shall be pro-rated for the cumulative two-year period (66.67%), and applied in a manner consistent with the guidance provided by the Committee as referenced in Section 3(c) above. Achievement of the ROA Target shall not be considered as a factor in determining the number of units to vest. |
(ii) | If the Date of Termination occurs in the second fiscal year of the Performance Period, the percentage of the Stock Units the Committee may elect to vest will be based on the Company’s cumulative performance during the first fiscal year of the Performance Period, as compared to the Earnings Threshold, Earnings Target, and Earnings Maximum expressed in the Notice of Grant. For purposes of this Section 4(g)(ii), the Earnings Threshold, Earnings Target, and Earnings Maximum shall be pro-rated for the cumulative two-year period (33.33%), and applied in a manner consistent with the guidance provided by the Committee as referenced in Section 3(c) above. Achievement of the ROA Target shall not be considered as a factor in determining the number of units to vest. |
(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 that is not a Terminating Transaction, Stock Units will convert to Time-Based Restricted Stock Units as follows: |
(i) | If the Change in Control occurs in the first or second fiscal year of the Performance Period, then 55% Stock Units shall convert to Time-Based Restricted Stock Units; |
(ii) | If the Change in Control occurs in the last fiscal year of the Performance Period, the percentage of the Target award number of Stock Units to convert to Time-Based Restricted Stock Units will be based on the Company’s cumulative performance during the first and second fiscal year of the Performance Period, as compared to the Earnings Threshold, Earnings Target, and Earnings Maximum expressed in the Notice of Grant. For purposes of this Section 5(b)(ii), the Earnings Threshold, Earnings Target, and Earnings Maximum shall be pro-rated for the cumulative two-year period (66.67%), and applied in a manner consistent with the guidance provided by the Committee as referenced in Section 3(c) above. Achievement of the ROA Target shall not be considered as a factor in determining the number of units converted to Time-Based Restricted Stock Units. |
(c) | The vesting of the Time-Based Restricted Stock Units converted as described in Section 5(b): |
(i) | Will be accelerated to the Date of Termination if the Participant is subject to Involuntary Termination prior to the Maturity Date. |
(ii) | Will occur on the Maturity Date, if Vesting has not otherwise been accelerated as provided above. |
(d) | For the avoidance of doubt no conversion or vesting shall occur pursuant to Sections 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. |
(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; or |
(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. |
(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; or |
(iv) | all or substantially all of the assets of Parent or Employer are sold, liquidated or distributed, except to an Affiliate of Parent; |
(i) | a meaningful and detrimental alteration in Participant’s position or the nature or status of Participant’s responsibilities (including reporting |
(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. |
(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; |
1. | Director Qualification Standards; Size of the Board; Audit Committee Service; Director Nominations and Resignations. |