{"id":38190,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1992-stock-incentive-plan-tommy-hilfiger-eastern-hemisphere.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1992-stock-incentive-plan-tommy-hilfiger-eastern-hemisphere","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1992-stock-incentive-plan-tommy-hilfiger-eastern-hemisphere.html","title":{"rendered":"1992 Stock Incentive Plan &#8211; Tommy Hilfiger (Eastern Hemisphere) Ltd."},"content":{"rendered":"<pre>\n                  TOMMY HILFIGER (EASTERN HEMISPHERE) LIMITED\n                           1992 STOCK INCENTIVE PLAN\n\n                    (Restated to Incorporate All Amendments\n                             through July 9, 1999)\n\n \nSECTION 1.  Purpose; Definitions.\n\n          The purpose of the Plan is to give the Company and its Affiliates a\nsignificant advantage in attracting, retaining and motivating officers,\nemployees and directors and to provide the Company and its subsidiaries with the\nability to provide incentives more directly linked to the profitability of the\nCompany's businesses and increases in stockholder value.\n\n          For purposes of the Plan, the following terms are defined as set forth\nbelow:\n\n          a.   'Affiliate' means a corporation or other entity controlled by or\n                ---------                                                      \nin control of the Company and designated by the Committee as such.\n\n          b.   'Award' means a Stock Appreciation Right, Stock Option or\n                -----                                                   \nRestricted Stock.\n\n          c.   'Board' means the Board of Directors of the Company.\n                -----                                              \n\n          d.   'Cause' has the meaning set forth in Section 5(i).\n                -----                                            \n\n          e.   'Code' means the Internal Revenue Code of 1986, as amended from\n                ----                                                          \ntime to time, and any successor thereto.\n\n          f.   'Committee' means the Committee referred to in Section 2.\n                ---------                                               \n\n          g.   'Company' means Tommy Hilfiger (Eastern Hemisphere) Limited, a\n                -------                                                      \nBritish Virgin Islands corporation.\n\n          h.   'Disability' means permanent and total disability as determined\n                ----------                                                    \nunder procedures established by the Committee for purposes of the Plan.\n\n          i.   'Fair Market Value' means, as of any given date, the mean between\n                -----------------                                               \nthe highest and lowest reported sales prices of the Stock on the New York Stock\nExchange Composite Tape or, if not listed on such exchange, on any other\nnational securities exchange on which the Stock is listed or on NASDAQ.  If\nthere is no regular public trading market for such Stock, the Fair Market Value\nof the Stock shall be determined by the Committee in good faith.\n\n \n          j.   'Incentive Stock Option' means any Stock Option intended to be\n                ----------------------                                       \nand designated as an 'incentive stock option' within the meaning of Section 422\nof the Code.\n\n          k.   'Non-Qualified Stock Option' means any Stock Option that is not\n                --------------------------                                    \nan Incentive Stock Option.\n\n          l.   'Plan' means the Tommy Hilfiger (Eastern Hemisphere) Limited 1992\n                ----                                                            \nStock Incentive Plan, as set forth herein and as hereinafter amended from time\nto time.\n\n          m.   'Restricted Stock' means an award granted under Section 7.\n                ----------------                                         \n\n          n.   'Retirement' means retirement from active employment under a\n                ----------                                                 \npension plan of the Company, any subsidiary or Affiliate, or under an employment\ncontract with any of them, or termination of employment at or after age 55 under\ncircumstances which the Committee, in its sole discretion, deems equivalent to\nretirement.\n\n          o.   'Stock' means the ordinary shares, par value $0.01 per share, of\n                -----                                                          \nTommy Hilfiger Corporation, a British Virgin Islands corporation.\n\n          p.   'Stock Appreciation Right' means a right granted under Section 6.\n                ------------------------                                        \n\n          q.   'Stock Option' means an option granted under Section 5.\n                ------------                                          \n\n          r.   'Termination of Employment' means the termination of the\n                -------------------------                              \nparticipant's employment with the Company and any subsidiary or Affiliate.  A\nparticipant employed by a subsidiary or an Affiliate shall also be deemed to\nincur a Termination of Employment if the subsidiary or Affiliate ceases to be\nsuch a subsidiary or Affiliate, as the case may be, and the participant does not\nimmediately thereafter become an employee of the Company or another subsidiary\nor Affiliate.\n\n          In addition, certain other terms used herein have definitions given to\nthem in the first place in which they are used.\n\n                                       2\n\n \nSECTION 2.  Administration.\n\n          The Plan shall be administered by the Compensation Committee of the\nBoard.  If at any time no Committee shall be in office, the functions of the\nCommittee specified in the Plan shall be exercised by the Board.\n\n          The Committee shall have plenary authority to grant Awards pursuant to\nthe terms of the Plan to officers, employees and directors of the Company and\nits subsidiaries and Affiliates.\n\n          Among other things, the Committee shall have the authority, subject to\nthe terms of the Plan:\n\n          (a) subject to Section 4, to select the officers, employees and\ndirectors to whom Awards may from time to time be granted;\n\n          (b) to determine whether and to what extent Incentive Stock Options,\nNon-Qualified Stock Options, Stock Appreciation Rights and Restricted Stock or\nany combination thereof are to be granted hereunder;\n\n          (c) to determine the number of shares of Stock to be covered by each\nAward granted hereunder;\n\n          (d) to determine the terms and conditions of any Award granted\nhereunder (including, but not limited to, the option price (subject to Section\n5(a)), any vesting restriction or limitation and any vesting acceleration or\nforfeiture waiver regarding any Award and the shares of Stock relating thereto,\nbased on such factors as the Committee shall determine);\n\n          (e) to modify, amend or adjust the terms and conditions of any Award,\nat any time or from time to time, including, but not limited to, with respect to\nperformance goals and measurements applicable to performance-based Awards\npursuant to the terms of the Plan;\n\n          (f) to determine to what extent and under what circumstances Stock and\nother amounts payable with respect to an Award shall be deferred; and\n\n          (g) to determine under what circumstances a Stock Option may be\nsettled in cash or Stock under Section 5(j).\n\n                                       3\n\n \n          The Committee shall have the authority to adopt, alter and repeal such\nadministrative rules, guidelines and practices governing the Plan as it shall,\nfrom time to time, deem advisable, to interpret the terms and provisions of the\nPlan and any Award issued under the Plan (and any agreement relating thereto)\nand to otherwise supervise the administration of the Plan.\n\n          Any determination made by the Committee or pursuant to delegated\nauthority pursuant to the provisions of the Plan with respect to any Award shall\nbe made in the sole discretion of the Committee or such delegate at the time of\nthe grant of the Award or, unless in contravention of any express term of the\nPlan, at any time thereafter. All decisions made by the Committee or any\nappropriately delegated officer pursuant to the provisions of the Plan shall be\nfinal and binding on all persons, including the Company and Plan participants.\n\n\nSECTION 3.  Stock Subject to Plan.\n\n          Subject to adjustment as provided herein, the total number of shares\nof Stock available for grant under the Plan shall be 17,440,000 shares of Stock,\nless the number of shares of Stock which have been made subject to an Award\nunder the Tommy Hilfiger U.S.A. 1992 Stock Incentive Plan, as amended. Shares of\nStock subject to an Award under the Plan may be authorized and unissued shares\nor may be treasury shares.\n\n          If any shares of Restricted Stock are forfeited for which the\nparticipant did not receive any benefits of ownership (as such phrase is\nconstrued by the Commission or its Staff), or if any Stock Option (and related\nStock Appreciation Right, if any) terminates without being exercised, or if any\nStock Appreciation Right is exercised for cash, shares subject to such Awards\nshall again be available for distribution in connection with Awards under the\nPlan.\n\n          In the event of any merger, reorganization, consolidation,\nrecapitalization, stock dividend, stock split, extraordinary distribution with\nrespect to the Stock or other change in corporate structure affecting the Stock,\nthe Committee or Board may make such substitution or adjustments in the\naggregate number and kind of shares reserved for issuance under the Plan, in the\nnumber, kind and option price of shares subject to outstanding Stock Options and\nStock Appreciation Rights, in the number and\n\n                                       4\n\n \nkind of shares subject to other outstanding Awards granted under the Plan and\/or\nsuch other substitution or adjustments in the consideration receivable upon\nexercise as it may determine to be appropriate in its sole discretion; provided,\nhowever, that the number of shares subject to any Award shall always be a whole\nnumber. Such adjusted option price shall also be used to determine the amount\npayable by the Company upon the exercise of any Stock Appreciation Right\nassociated with any Stock Option.\n\nSECTION 4.  Eligibility.\n\n          Officers, employees and directors of the Company, its subsidiaries and\nAffiliates who are responsible for or contribute to the management, growth and\nprofitability of the business of the Company, its subsidiaries and Affiliates\nare eligible to be granted Awards under the Plan.  No grant shall be made to\nThomas J. Hilfiger, Joel J. Horowitz, Silas K.F. Chou, Ronald K.Y. Chao or\nLawrence S. Stroll pursuant to this Plan.\n\nSECTION 5.  Stock Options.\n\n          Stock Options may be granted alone or in addition to other Awards\ngranted under the Plan and may be of two types: Incentive Stock Options and Non-\nQualified Stock Options. Any Stock Option granted under the Plan shall be in\nsuch form as the Committee may from time to time approve.\n\n          The Committee shall have the authority to grant any optionee Incentive\nStock Options, Non-Qualified Stock Options or both types of Stock Options (in\neach case with or without Stock Appreciation Rights). Incentive Stock Options\nmay be granted only to employees of the Company and its subsidiaries (within the\nmeaning of Section 424(f) of the Code). To the extent that any Stock Option is\nnot designated as an Incentive Stock Option or even if so designated does not\nqualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock\nOption.\n\n          Stock Options shall be evidenced by option agreements, the terms and\nprovisions of which may differ. An option agreement shall indicate on its face\nwhether it is intended to be an agreement for an Incentive Stock Option or a \nNon-Qualified Stock Option. The grant of a Stock Option shall occur on the date\nthe Committee by resolution selects an individual to be a participant in any\ngrant of a Stock Option, determines the number of shares of Stock to be\n\n                                       5\n\n \nsubject to such Stock Option to be granted to such individual and specifies the\nterms and provisions of the Stock Option. The Company shall notify a participant\nof any grant of a Stock Option, and a written option agreement or agreements\nshall be duly executed and delivered by the Company to the participant.\n\n          Anything in the Plan to the contrary notwithstanding, no term of the\nPlan relating to Incentive Stock Options shall be interpreted, amended or\naltered nor shall any discretion or authority granted under the Plan be\nexercised so as to disqualify the Plan under Section 422 of the Code or, without\nthe consent of the optionee affected, to disqualify any Incentive Stock Option\nunder such Section 422.\n\n          Stock Options granted under the Plan shall be subject to the following\nterms and conditions and shall contain such additional terms and conditions as\nthe Committee shall deem desirable:\n\n          (a) Option Price.  The option price per share of Stock purchasable\n              ------------                                                  \nunder a Stock Option shall be determined by the Committee and set forth in the\noption agreement, and shall not be less than the Fair Market Value of the Stock\nsubject to the Stock Option on the date of grant.\n\n          (b) Option Term.  The term of each Stock Option shall be fixed by the\n              -----------                                                      \nCommittee, but no Stock Option shall be exercisable more than 15 years after the\ndate the Stock Option is granted.\n\n          (c) Exercisability.  Except as otherwise provided herein, Stock\n              --------------                                             \nOptions shall be exercisable at such time or times and subject to such terms and\nconditions as shall be determined by the Committee.  If the Committee provides\nthat any Stock Option is exercisable only in installments, the Committee may at\nany time waive such installment exercise provisions, in whole or in part, based\non such factors as the Committee may determine.  In addition, the Committee may\nat any time, in whole or in part, accelerate the exercisability of any Stock\nOption.\n\n          (d) Method of Exercise.  Subject to the provisions of this Section 5,\n              ------------------                                               \nStock Options may be exercised, in whole or in part, at any time during the\noption term by giving written notice of exercise to the Company specifying the\nnumber of shares of Stock subject to the Stock Option to be purchased.\n\n                                       6\n\n \n          The option price of Stock to be purchased upon exercise of any Option\nshall be paid in full in cash (by certified or bank check or such other\ninstrument as the Company may accept) or, if and to the extent set forth in the\noption agreement, may also be paid by one or more of the following: (i) in the\nform of unrestricted Stock already owned by the optionee (and, in the case of\nthe exercise of a Non-Qualified Stock Option, Restricted Stock subject to an\nAward hereunder) based in any such instance on the Fair Market Value of the\nStock on the date the Stock Option is exercised; provided, however, that, in the\ncase of an Incentive Stock Option, the right to make a payment in the form of\nalready owned shares of Stock may be authorized only at the time the Stock\nOption is granted; (ii) by requesting the Company to withhold from the number of\nshares of Stock otherwise issuable upon exercise of the Stock Option that number\nof shares having an aggregate fair market value on the date of exercise equal to\nthe exercise price for all of the shares of Stock subject to such exercise; or\n(iii) by a combination thereof, in each case in the manner provided in the\noption agreement.\n\n          In the discretion of the Committee, payment for any shares subject to\na Stock Option may also be made by delivering a properly executed exercise\nnotice to the Company, together with a copy of irrevocable instructions to a\nbroker to deliver promptly to the Company the amount of sale or loan proceeds to\npay the purchase price. To facilitate the foregoing, the Company may enter into\nagreements for coordinated procedures with one or more brokerage firms.\n\n          If payment of the option exercise price of a Non-Qualified Stock\nOption is made in whole or in part in the form of Restricted Stock, the number\nof shares of Stock to be received upon such exercise equal to the number of\nshares of Restricted Stock used for payment of the option exercise price shall\nbe subject to the same forfeiture restrictions to which such Restricted Stock\nwas subject, unless otherwise determined by the Committee.\n\n          No shares of Stock shall be issued until full payment therefor has\nbeen made. Subject to any forfeiture restrictions that may apply if a Stock\nOption is exercised using Restricted Stock, an optionee shall have all of the\nrights of a stockholder of the Company holding the Stock that is subject to such\nStock Option (including, if applicable, the right to vote the shares and the\nright to receive dividends), when the optionee has given written notice of\nexercise, has paid in full for such shares and, if\n\n                                       7\n\n \nrequested, has given the representation described in Section 10(a).\n\n          (e) Non-transferability of Stock Options.  No Stock Option shall be\n              ------------------------------------                           \ntransferable by the optionee other than (i) by will or by the laws of descent\nand distribution or (ii) in the case of a Non-Qualified Stock Option, pursuant\nto a qualified domestic relations order (as defined in the Code or Title I of\nthe Employee Retirement Income Security Act of 1974, as amended, or the rules\nthereunder).  All Stock Options shall be exercisable, during the optionee's\nlifetime, only by the optionee or by the guardian or legal representative of the\noptionee or, in the case of a Non-Qualified Stock Option, its alternate payee\npursuant to such qualified domestic relations order, it being understood that\nthe terms 'holder' and 'optionee' include the guardian and legal representative\nof the optionee named in the option agreement and any person to whom an option\nis transferred by will or the laws of descent and distribution or, in the case\nof a Non-Qualified Stock Option, pursuant to a qualified domestic relations\norder.\n\n          (f) Termination by Death.  If an optionee's employment terminates by\n              --------------------                                            \nreason of death, any Stock Option held by such optionee may thereafter be\nexercised, to the extent then exercisable, or on such accelerated basis as the\nCommittee may determine, for a period of one year (or such other period as the\nCommittee may specify in the option agreement) from the date of such death or\nuntil the expiration of the stated term of such Stock Option, whichever period\nis the shorter.  In the event of termination of employment due to death, if an\nIncentive Stock Option is exercised after the expiration of the exercise periods\nthat apply for purposes of Section 422 of the Code, such Stock Option will\nthereafter be treated as a Non-Qualified Stock Option.\n\n          (g) Termination by Reason of Disability.  If an optionee's employment\n              -----------------------------------                              \nterminates by reason of Disability, any Stock Option held by such optionee may\nthereafter be exercised by the optionee, to the extent it was exercisable at the\ntime of termination, or on such accelerated basis as the Committee may\ndetermine, for a period of one year (or such shorter period as the Committee may\nspecify in the option agreement) from the date of such termination of employment\nor until the expiration of the stated term of such Stock Option, whichever\nperiod is the shorter; provided, however, that if the optionee dies within such\none-year period (or such shorter period), any unexercised Stock Option held by\nsuch optionee shall, notwithstanding \n\n                                       8\n\n \nthe expiration of such three-year (or such shorter) period, continue to be\nexercisable to the extent to which it was exercisable at the time of death for a\nperiod of 12 months from the date of such death or until the expiration of the\nstated term of such Stock Option, whichever period is the shorter. In the event\nof termination of employment by reason of Disability, if an Incentive Stock\nOption is exercised after the expiration of the exercise periods that apply for\npurposes of Section 422 of the Code, such Stock Option will thereafter be\ntreated as a Non-Qualified Stock Option.\n\n          (h) Termination by Reason of Retirement.  If an optionee's employment\n              -----------------------------------                              \nterminates by reason of Retirement, any Stock Option held by such optionee may\nthereafter be exercised by the optionee, to the extent it was exercisable at the\ntime of such Retirement or on such accelerated basis as the Committee may\ndetermine, for a period of three years (or such shorter period as the Committee\nmay specify in the option agreement) from the date of such termination of\nemployment or until the expiration of the stated term of such Stock Option,\nwhichever period is the shorter; provided, however, that if the optionee dies\nwithin such three-year (or such shorter) period, any unexercised Stock Option\nheld by such optionee shall, notwithstanding the expiration of such three-year\n(or such shorter) period, continue to be exercisable to the extent to which it\nwas exercisable at the time of death for a period of 12 months from the date of\nsuch death or until the expiration of the stated term of such Stock Option,\nwhichever period is the shorter.  In the event of termination of employment by\nreason of Retirement, if an Incentive Stock Option is exercised after the\nexpiration of the exercise periods that apply for purposes of Section 422 of the\nCode, such Stock Option will thereafter be treated as a Non-Qualified Stock\nOption.\n\n          (i) Other Termination.  Unless otherwise determined by the Committee,\n              -----------------                                                \nif an optionee incurs a Termination of Employment for any reason other than\ndeath, Disability or Retirement, any Stock Option held by such Optionee shall\nthereupon terminate, except that such Stock Option, to the extent then\nexercisable, or on such accelerated basis as the Committee may determine, may be\nexercised for the lesser of three months from the date of such Termination of\nEmployment or the balance of such Stock Option's term if such Termination of\nEmployment of the optionee is without Cause; provided, however, that if the\noptionee dies within such three-month period, any unexercised Stock Option held\nby such optionee shall notwithstanding the expiration of such \n\n                                       9\n\n \nthree-month period, continue to be exercisable to the extent to which it was\nexercisable at the time of death for a period of 12 months from the date of such\ndeath or until the expiration of the stated term of such Stock Option, whichever\nperiod is the shorter. In the event of Termination of Employment for any reason\nother than death, Disability or Retirement, if an Incentive Stock Option is\nexercised after the expiration of the exercise periods that apply for purposes\nof Section 422 of the Code, such Stock Option will thereafter be treated as a\nNon-Qualified Stock Option. Unless otherwise determined by the Committee, for\nthe purposes of the Plan 'Cause' shall mean (i) the conviction of the optionee\nfor committing a felony under Federal law or the law of the state in which such\naction occurred, (ii) dishonesty in the course of fulfilling the optionee's\nemployment duties or (iii) willful and deliberate failure on the part of the\noptionee to perform his employment duties in any material respect.\n\n          (j) Cashing Out of Stock Option.  On receipt of written notice of\n              ---------------------------                                  \nexercise, the Committee may elect to cash out all or part of the portion of the\nshares of Stock for which a Stock Option is being exercised by paying the\noptionee an amount, in cash or Stock, equal to the excess of the Fair Market\nValue of the Stock over the option price times the number of shares of Stock for\nwhich to the Option is being exercised on the effective date of such cash out.\n\n\nSECTION 6.  Stock Appreciation Rights.\n\n          (a) Grant and Exercise.  Stock Appreciation Rights may be granted in\n              ------------------                                              \nconjunction with all or part of any Stock Option granted under the Plan.  In the\ncase of a Non-Qualified Stock Option, such rights may be granted either at or\nafter the time of grant of such Stock Option.  In the case of an Incentive Stock\nOption, such rights may be granted only at the time of grant of such Stock\nOption.  A Stock Appreciation Right shall terminate and no longer be exercisable\nupon the termination or exercise of the related Stock Option.\n\n          A Stock Appreciation Right may be exercised by an optionee in\naccordance with Section 6(b) by surrendering the applicable portion of the\nrelated Stock Option in accordance with procedures established by the Committee.\nUpon such exercise and surrender, the optionee shall be entitled to receive an\namount determined in the manner prescribed in Section 6(b).  Stock Options which\nhave been so surrendered \n\n                                       10\n\n \nshall no longer be exercisable to the extent the related Stock Appreciation\nRights have been exercised.\n\n          (b) Terms and Conditions.  Stock Appreciation Rights shall be subject\n              --------------------                                             \nto such terms and conditions as shall be determined by the Committee, including\nthe following:\n\n            (i)   Stock Appreciation Rights shall be exercisable only at such\n    time or times and to the extent that the Stock Options to which they relate\n    are exercisable in accordance with the provisions of Section 5 and this\n    Section 6.\n\n            (ii)  Upon the exercise of a Stock Appreciation Right, an optionee\n    shall be entitled to receive an amount in cash, shares of Stock or both\n    equal in value to the excess of the Fair Market Value of one share of Stock\n    over the option price per share specified in the related Stock Option\n    multiplied by the number of shares in respect of which the Stock\n    Appreciation Right shall have been exercised, with the Committee having the\n    right to determine the form of payment.\n\n            (iii) Stock Appreciation Rights shall be transferable only to\n    permitted transferees of the underlying Stock Option in accordance with\n    Section 5(e).\n\n\nSECTION 7.  Restricted Stock.\n\n          (a) Administration.  Shares of Restricted Stock may be awarded either\n              --------------                                                   \nalone or in addition to other Awards granted under the Plan.  The Committee\nshall determine the officers and employees to whom and the time or times at\nwhich grants of Restricted Stock will be awarded, the number of shares to be\nawarded to any participant, the time or times within which such Awards may be\nsubject to forfeiture and any other terms and conditions of the Awards, in\naddition to those contained in Section 7(c).\n\n          The Committee may condition the grant of Restricted Stock upon the\nattainment of specified performance goals of the participant or of the Company\nor subsidiary, division or department of the Company for or within which the\nparticipant is primarily employed or upon such other factors or criteria as the\nCommittee shall determine.  The provisions of Restricted Stock Awards need not\nbe the same with respect to each recipient.\n\n                                       11\n\n \n         (b) Awards and Certificates.  Shares of Restricted Stock shall be\n             -----------------------                                      \nevidenced in such manner as the Committee may deem appropriate, including book-\nentry registration or issuance of one or more stock certificates.  Any\ncertificate issued in respect of shares of Restricted Stock shall be registered\nin the name of such participant and shall bear an appropriate legend referring\nto the terms, conditions, and restrictions applicable to such Award,\nsubstantially in the following form:\n\n         'The transferability of this certificate and the shares of stock\n         represented hereby are subject to the terms and conditions (including\n         forfeiture) of the Tommy Hilfiger (Eastern Hemisphere) Limited 1992\n         Stock Incentive Plan and a Restricted Stock Agreement.  Copies of such\n         Plan and Agreement are on file at the offices of Tommy Hilfiger\n         (Eastern Hemisphere) Limited, 6\/F, Precious Industrial Centre, 18\n         Cheung Yue Street, Cheung Sha Wan, Kowloon, Hong Kong.'\n\nThe Committee may require that the certificates evidencing such shares be held\nin custody by the Company until the restrictions thereon shall have lapsed and\nthat, as a condition of any Award of Restricted Stock, the participant shall\nhave delivered a stock power, endorsed in blank, relating to the Stock covered\nby such Award.\n\n         (c) Terms and Conditions.  Shares of Restricted Stock shall be subject\n             --------------------                                              \nto the following terms and conditions:\n\n            (i) Subject to the provisions of the Plan and the Restricted Stock\n    Agreement referred to in Section 7(c)(vi), during a period set by the\n    Committee, commencing with the date of such Award (the 'Restriction\n    Period'), the participant shall not be permitted to sell, assign, transfer,\n    pledge or otherwise encumber shares of Restricted Stock.  The Committee may\n    provide for the lapse of such restrictions in installments or otherwise and\n    may accelerate or waive such restrictions, in whole or in part, in each case\n    based on period of service, performance of the participant or of the Company\n    or the subsidiary, division or department for which the participant is\n    employed or such other factors or criteria as the Committee may determine.\n\n                                       12\n\n \n            (ii)   Except as provided in this paragraph (ii) and Section 7(c)(i)\n    and the Restricted Stock Agreement, the participant shall have, with respect\n    to the shares of Restricted Stock, all of the rights of a stockholder of the\n    Company holding the class or series of Stock that is the subject of the\n    Restricted Stock, including, if applicable, the right to vote the shares and\n    the right to receive any cash dividends.  If so determined by the Committee\n    in the applicable Restricted Stock Agreement and subject to Section 10(f) of\n    the Plan, (1) cash dividends on the shares of Stock that are the subject of\n    the Restricted Stock Award shall be automatically deferred and reinvested in\n    additional Restricted Stock, and (2) dividends payable in Stock shall be\n    paid in the form of Restricted Stock.\n\n            (iii)  Except to the extent otherwise provided in the applicable\n    Restricted Stock Agreement and Sections 7(c)(i) and 7(c)(iv), upon a\n    participant's Termination of Employment for any reason during the\n    Restriction Period, all shares still subject to restriction shall be\n    forfeited by the participant.\n\n            (iv)   In the event of Termination of Employment of a participant\n    for any reason (other than for Cause), the Committee shall have the\n    discretion to waive in whole or in part any or all remaining restrictions\n    with respect to any or all of such participant's shares of Restricted Stock.\n\n            (v)    If and when the Restriction Period expires without a prior\n    forfeiture of the Restricted Stock subject to such Restriction Period,\n    unlegended certificates for such shares shall be delivered to the\n    participant.\n\n            (vi)   Each Award shall be confirmed by, and be subject to the terms\n    of, a Restricted Stock Agreement.\n\n\nSECTION 8.  Term, Amendment and Termination.\n\n          The Plan will terminate on December 31, 2002.  Under the Plan, Awards\noutstanding as of December 31, 2002 shall not be affected or impaired by the\ntermination of the Plan.\n\n          The Board may amend, alter, or discontinue the Plan, but no amendment,\nalteration or discontinuation shall be made which would impair the rights of an\noptionee under a \n\n                                       13\n\n \nStock Option or a recipient of a Stock Appreciation Right or Restricted Stock\nAward theretofore granted without the optionee's or recipient's consent.\n\n          The Committee may amend the terms of any Stock Option or other Award\ntheretofore granted, prospectively or retroactively, but no such amendment shall\nimpair the rights of any holder without the holder's consent.\n\n\nSECTION 9.  Unfunded Status of Plan.\n\n          It is presently intended that the Plan constitute an 'unfunded' plan\nfor incentive and deferred compensation.  The Committee may authorize the\ncreation of trusts or other arrangements to meet the obligations created under\nthe Plan to deliver Stock or make payments; provided, however, that, unless the\nCommittee otherwise determines, the existence of such trusts or other\narrangements is consistent with the 'unfunded' status of the Plan.\n\n\nSECTION 10. General Provisions.\n\n          (a)  The Committee may require each person purchasing or receiving\nshares pursuant to an Award to represent to and agree with the Company in\nwriting that such person is acquiring the shares without a view to the\ndistribution thereof.  The certificates for such shares may include any legend\nwhich the Committee deems appropriate to reflect any restrictions on transfer.\n\n          All certificates for shares of Stock or other securities delivered\nunder the Plan shall be subject to such stock transfer orders and other\nrestrictions as the Committee may deem advisable under the rules, regulations\nand other requirements of the Commission, any stock exchange upon which the\nStock is then listed and any applicable Federal or state securities law, and the\nCommittee may cause a legend or legends to be put on any such certificates to\nmake appropriate reference to such restrictions.\n\n          (b)  Nothing contained in the Plan shall prevent the Company or any\nsubsidiary or Affiliate from adopting other or additional compensation\narrangements for its employees.\n\n          (c)  The adoption of the Plan shall not confer upon any employee any\nright to continued employment nor shall it interfere in any way with the right\nof the Company \n\n                                       14\n\n \nor any subsidiary or Affiliate to terminate the employment of any employee at\nany time.\n\n          (d)  No later than the date as of which an amount first becomes\nincludible in the gross income of the participant for Federal income tax\npurposes with respect to any Award under the Plan, the participant shall pay to\nthe Company, or make arrangements satisfactory to the Company regarding the\npayment of, any Federal, state, local or foreign taxes of any kind required by\nlaw to be withheld with respect to such amount.  Unless otherwise determined by\nthe Committee, withholding obligations may be settled with Stock, including\nStock that is part of the Award that gives rise to the withholding requirement.\nThe obligations of the Company under the Plan shall be conditional on such\npayment or arrangements, and the Company, its Subsidiaries and its Affiliates\nshall, to the extent permitted by law, have the right to deduct any such taxes\nfrom any payment otherwise due to the participant.  The Committee may establish\nsuch procedures as it deems appropriate, including the making of irrevocable\nelections, for the settlement of withholding obligations with Stock.\n\n          (e)  At the time of grant, the Committee may provide in connection\nwith any grant made under the Plan that the shares of Stock received as a result\nof such grant shall be subject to a right of first refusal pursuant to which the\nparticipant shall be required to offer to the Company any shares that the\nparticipant wishes to sell at the then Fair Market Value of the Stock, subject\nto such other terms and conditions as the Committee may specify at the time of\ngrant.\n\n          (f)  The reinvestment of dividends in additional Restricted Stock at\nthe time of any dividend payment shall only be permissible if sufficient shares\nof Stock are available under Section 3 for such reinvestment (taking into\naccount then outstanding Stock Options and other Awards).\n\n          (g)  The Committee shall establish such procedures as it deems\nappropriate for a participant to designate a beneficiary to whom any amounts\npayable in the event of the participant's death are to be paid.\n\n          (h)  The Plan and all Awards made and actions taken thereunder shall\nbe governed by and construed in accordance with the laws of the British Virgin\nIslands.\n\n                                       15\n\n \nSECTION 11.  Effective Date of Plan.\n\n          The Plan shall be effective on the date it is approved by the\nshareholders of the Company.\n\n                                       16\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7775],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9539,9546],"class_list":["post-38190","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hilfiger-tommy-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38190","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38190"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38190"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38190"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38190"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}