1. | General |
1.1. | The purpose of this Plan is to enable the Company to attract, retain and motivate qualified individuals to serve on the Company’s Board of Directors, and to further link the interests of the Company’s Non-Employee Directors with those of the Company’s shareholders, by permitting Non-Employee Directors to elect that all or a portion of the Fees for any given Compensation Year be deferred and settled in the form of restricted stock units rather than cash. |
1.2. | The effective date of this Plan is September 20, 2018. |
2. | Definitions |
3. | Deferral Elections |
3.1. | For any Compensation Year, a Non-Employee Director may elect to defer either 50% or 100% of the Fees payable for service during such Compensation Year, in accordance with this Section 3; provided, however, that any Fees that such Director has elected to defer under the Tiffany and Company Executive Deferral Plan may not also be the subject of an election to defer under this Plan. |
3.2. | An election made pursuant to Section 3.1 (“Election”) must be in writing (in a form acceptable to the Corporate Secretary of the Company), must specify the percentage of Fees (50% or 100%) such Director wishes to defer, and must be received by the Company not later than the last day of the calendar year immediately preceding the Compensation Year to which such Election applies; provided, however, that an individual who was not a Non-Employee Director prior to such Compensation Year may make an Election within 30 days of first becoming a Non-Employee Director. The Company may further require that Elections be made during an open window trading period established in accordance with any insider information policy, and may refuse to accept an Election made outside such a period. If a Non-Employee Director does not make an Election in accordance with this Section 3.2, then none of his or her Fees for such Compensation Year will be so deferred. |
3.3. | Any Fees that are subject to an Election (the amount of Fees so elected, the “Election Amount”) will be settled by the grant of Director RSUs having an aggregate grant date value equal to the Election Amount, based on the Grant Date Market Price, in lieu of cash. Such grant will be made at the same time that other equity grants are customarily made to Non-Employee Directors. |
3.4. | Any Election made pursuant to this Section 3 shall be irrevocable. |
Director Fee Deferral Plan, approved September 20, 2018 | 2 |
4. | Rights of Participants |
4.1. | A Participant shall have the status of a general unsecured creditor of the Company with respect to his or her right to receive any payment under this Plan. This Plan shall constitute a mere promise by the Company to make payments in the future of the benefits provided for herein. It is intended that the arrangements reflected in this Plan be treated as unfunded for tax purposes. |
4.2. | A Participant’s right to payments under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Participant or a beneficiary. |
5. | Administration |
5.1. | This Plan shall be administered by or under the direction of the same administrator appointed to administer the Director Plan (“Administrator”). |
5.2. | All decisions, actions or interpretations of the Administrator under this Plan shall be final, conclusive and binding upon all parties. |
5.3. | No director or employee of the Company appointed to act as Administrator (whether in his or her individual capacity or as a member of the Board or a committee thereof) shall be liable for any action, omission, or determination relating to this Plan, and the Company shall indemnify and hold harmless each such director or employee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Administrator) arising out of any action, omission, or determination relating to this Plan, unless, in either case, such action, omission, or determination was taken or made by such director or employee in bad faith and without reasonable belief that it was in the best interests of the Company. |
5.4. | Any instrument may be delivered to the Administrator by certified mail, return receipt requested, addressed to the Administrator at the principal executive office of the Company. Delivery shall be deemed complete on the third business day after such mailing. A copy of any instrument so delivered shall similarly and simultaneously be mailed (or emailed) to the Corporate Secretary of the Company. |
6. | Section 409A |
Director Fee Deferral Plan, approved September 20, 2018 | 3 |
7. | Amendment or Termination |
8. | Governing Law |
9. | Successor Company |
Director Fee Deferral Plan, approved September 20, 2018 | 4 |