OXFORD INDUSTRIES, INC.
LONG-TERM STOCK INCENTIVE PLAN
1. PURPOSE. The purpose of the Oxford Industries, Inc. Long-Term Stock
Incentive Plan (the "Plan") is to attract and retain employees and directors for
Oxford Industries, Inc. and its subsidiaries and to provide such persons with
incentives and rewards for superior performance.
2. DEFINITIONS. The following terms shall be defined as set forth below:
(a) "AWARD" means any Option, Stock Appreciation Right, Restricted Share
or Restricted Share Unit.
(b) "BOARD" means the Board of Directors of the Company.
(c) "CODE" means the Internal Revenue Code of 1986, as amended from time
(d) "COMMITTEE" means the committee described in Section 4 of this Plan.
(e) "COMPANY" means Oxford Industries, Inc., a Georgia corporation, or any
(f) "EMPLOYEE" means any person, including an officer, employed by the
Company or a Subsidiary.
(g) "FAIR MARKET VALUE" means the fair market value of the Shares as
determined by the Committee from time to time. Unless otherwise determined by
the Committee, the fair market value shall be the closing price for the Shares
reported on a consolidated basis on the New York Stock Exchange on the relevant
date or, if there were no sales on such date, the closing price on the nearest
preceding date on which sales occurred.
(h) "GRANT DATE" means the date specified by the Committee on which a
grant of an Award shall become effective, which shall not be earlier than the
date on which the Committee takes action with respect thereto.
(i) "OPTION" means any option to purchase Shares granted under Section 5
of this Plan.
(j) "OPTIONEE" means the person so designated in an agreement evidencing
an outstanding Option.
(k) "PARTICIPANT" means an Employee or nonemployee Director who is
selected by the Committee to receive benefits under this Plan, provided that
nonemployee Directors shall not be eligible to receive grants of Incentive Stock
(l) "PERFORMANCE OBJECTIVES" means the performance objectives that may be
established pursuant to this Plan for Participants who have received grants of
Restricted Shares or Restricted Share Units. Performance Objectives may include
the achievement of a specified target, or target growth in, one or more of the
following: (i) earnings before interest expense, taxes, depreciation and
amortization ("EBITDA"); (ii) earnings before interest expense and taxes
("EBIT"); (iii) net earnings; (iv) net income; (v) operating income; (vi)
earnings per share; (vii) book value per share; (viii) return on shareholders'
equity; (ix) capital expenditures; (x) expenses and expense ratio management;
(xi) return on investment; (xii) improvements in capital structure; (xiii)
profitability of an identifiable business unit or product; (xiv) maintenance or
improvement of profit margins; (xv) stock price; (xvi) market share; (xvii)
revenues or sales; (xviii) costs; (xix) cash flow; (xx) working capital; (xxi)
return on (net) assets; (xxii) economic value added; (xxiii) gross or net profit
before or after taxes or (xxiv) objectively determinable goals with respect to
service or product delivery, service or product quality, inventory management,
customer satisfaction, meeting budgets and/or retention of employees.
Performance objectives may relate to the Company and/or one or more of its
subsidiaries, one or more of its divisions or units or any combination of the
foregoing, on a consolidated or nonconsolidated basis, and may be applied on an
absolute basis or be relative to one or more peer group companies or indices, or
any combination thereof, all as the Committee determines. For Awards intended to
qualify as "performance-based compensation" under Section 162(m) of the Code,
these factors will not be altered or replaced by any other criteria without
ratification by the shareholders of the Company if failure to obtain such
approval would result in jeopardizing the tax deductibility of Performance
Awards to Participants.
(m) "PERFORMANCE PERIOD" means a period of time established under Sections
7 and 8 of this Plan within which the Performance Objectives relating to a
Restricted Share or Restricted Share Unit are to be achieved.
(n) "RESTRICTED SHARE" means a Share granted under Section 7 of this Plan.
(o) "RESTRICTED SHARE UNIT" means a bookkeeping entry that records the
equivalent of one Restricted Share awarded pursuant to Section 8 of this Plan.
(p) "SHARES" means shares of the Common Stock of the Company, $1.00 par
value, or any security into which Shares may be converted by reason of any
transaction or event of the type referred to in Section 10 of this Plan.
(q) "STOCK APPRECIATION RIGHT" means a right granted under Section 6 of
(r) "SUBSIDIARY" means a corporation or other entity (i) more than 50
percent of whose outstanding shares or securities (representing the right to
vote for the election of directors or other managing authority) are, or (ii)
which does not have outstanding shares or securities (as may be the case in a
partnership, joint venture or unincorporated association), but more than 50
percent of whose ownership interest (representing the right generally to make
decisions for such other entity) is, now or hereafter owned or controlled
directly or indirectly by the Company, provided that for purposes of determining
whether any person may be a Participant for purposes of any grant of Incentive
Stock Options, "Subsidiary" means any corporation in which the Company owns or
controls directly or indirectly more than 50 percent of the total combined
voting power represented by all classes of stock issued by such corporation at
the time of such grant.
3. SHARES AVAILABLE UNDER THE PLAN.
(a) Subject to adjustment as provided in Section 10 of this Plan, the
number of Shares that may be (i) issued or transferred upon the exercise of
Options or Stock Appreciation Rights, (ii) awarded as Restricted Shares and
released from substantial risk of forfeiture, or (iii) issued or transferred in
payment of Restricted Share Units, on or after the effective date specified in
Section 16, shall not in the aggregate exceed 1,000,000 Shares. In no event,
however, shall the number of Shares issued upon the exercise of Incentive Stock
Options exceed 200,000 Shares. Further, in no event shall the number of
Restricted Shares released from substantial risk of forfeiture and the number of
shares issued or transferred in payment of Restricted Share Units exceed an
aggregate of 200,000 Shares, subject to adjustment as provided in Section 10.
Such Shares may be Shares of original issuance, Shares held in Treasury, or
Shares that have been reacquired by the Company. Shares that are currently
available for grant or that become available for grant under the Company's
existing stock option and restricted stock plans will be added to the aggregate
number of Shares authorized under the Plan, and all subsequent grants shall be
made pursuant to the Plan.
(b) Upon payment of the Option Price upon exercise of a Nonqualified Stock
Option by the transfer to the Company of Shares or upon satisfaction of tax
withholding obligations under the Plan by the transfer or relinquishment of
Shares, there shall be deemed to have been issued or transferred only the number
of Shares actually issued or transferred by the Company, less the number of
Shares so transferred or relinquished. Upon the payment in cash of a benefit
provided by any Award under the Plan, any Shares that were subject to such Award
shall again be available for issuance or transfer under the Plan.
(c) No Participant may receive Awards representing more than 300,000
Shares in any one calendar year.
4. ADMINISTRATION OF THE PLAN. This Plan shall be administered by one or
more committees appointed by the Board. The interpretation and construction by
the Committee of any provision of this Plan or of any agreement or document
evidencing the grant of any Award and any determination by the Committee
pursuant to any provision of this Plan or any such agreement, notification or
document, shall be final and conclusive. No member of the Committee shall be
liable to any person for any such action taken or determination made in good
5. OPTIONS. The Committee may from time to time authorize grants to
Participants of options to purchase Shares upon such terms and conditions as the
Committee may determine in accordance with the following provisions:
(a) Each grant shall specify the number of Shares to which it pertains.
(b) Each grant shall specify an Option Price per Share, which shall be
equal to or greater than the Fair Market Value on the Grant Date.
(c) Each grant shall specify the form of consideration to be paid in
satisfaction of the Option Price and the manner of payment of such
consideration, which may include (i) cash in the form of currency or check or
other cash equivalent acceptable to the Company, (ii) nonforfeitable,
unrestricted Shares owned by the Optionee which have a value at the time of
exercise that is equal to the Option Price, (iii) any other legal consideration
that the Committee may deem appropriate on such basis as the Committee may
determine in accordance with this Plan, or (iv) any combination of the
(d) On or after the Grant Date of any Option, the Committee may provide
for the automatic grant to the Optionee of a reload Option in the event the
Optionee surrenders Shares in satisfaction of the Option Price upon the exercise
of an Option as authorized under Section 5(c) above. Each reload Option shall
pertain to a number of Shares equal to the number of Shares utilized by the
Optionee to exercise the original Option. Each reload Option shall have an
exercise price equal to Fair Market Value on the date it is granted and shall
expire on the stated exercise date of the original Option.
(e) Each Option grant may specify a period of continuous employment of the
Optionee by the Company or any Subsidiary (or, in the case of a nonemployee
Director, service on the Board) that is necessary before the Options or
installments thereof shall become exercisable, and any grant may provide for the
earlier exercise of such rights in the event of a change in control of the
Company or other similar transaction or event.
(f) Options granted under this Plan may be Incentive Stock Options,
Nonqualified Stock Options or a combination of the foregoing, provided that only
Nonqualified Stock Options may be granted to nonemployee Directors. Each grant
shall specify whether (or the extent to which) the Option is an Incentive Stock
Option or a Nonqualified Stock Option. Notwithstanding any such designation, to
the extent that the aggregate Fair Market Value of the Shares with respect to
which Options designated as Incentive Stock Options are exercisable for the
first time by an Optionee during any calendar year (under all plans of the
Company) exceeds $100,000, such Options shall be treated as Nonqualified Stock
Options. No Option granted under this Plan may be exercised more than ten years
from the Grant Date.
(g) Each grant shall be evidenced by an agreement delivered to and
accepted by the Optionee and containing such terms and provisions as the
Committee may determine consistent with this Plan.
6. STOCK APPRECIATION RIGHTS. The Committee may also authorize grants to
Participants of Stock Appreciation Rights. A Stock Appreciation Right is the
right of the Participant to receive from the Company an amount, which shall be
determined by the Committee and shall be expressed as a percentage (not
exceeding 100 percent) of the difference between the Fair Market Value of the
Shares on the Grant Date and the Fair Market Value of the Shares on the date of
exercise. Any grant of Stock Appreciation Rights under this Plan shall be upon
such terms and conditions as the Committee may determine in accordance with the
(a) Any grant may specify that the amount payable upon the exercise of a
Stock Appreciation Right may be paid by the Company in cash, Shares or any
combination thereof and may (i) either grant to the Participant or reserve to
the Committee the right to elect among those alternatives or (ii) preclude the
right of the Participant to receive and the Company to issue Shares or other
equity securities in lieu of cash.
(b) Any grant may specify that the amount payable upon the exercise of a
Stock Appreciation Right shall not exceed a maximum specified by the Committee
on the Grant Date.
(c) Each grant shall be evidenced by an agreement delivered to and
accepted by the Optionee, which shall describe the subject Stock Appreciation
Rights, state that the Stock Appreciation Rights are subject to all of the terms
and conditions of this Plan and contain such other terms and provisions as the
Committee may determine consistent with this Plan.
(d) Each grant shall specify in respect of each Stock Appreciation Right
the Fair Market Value on the Grant Date.
(e) Successive grants may be made to the same Participant regardless of
whether any Stock Appreciation Rights previously granted to such Participant
(f) Each grant shall specify the period or periods of continuous
employment of the Participant by the Company or any Subsidiary that are
necessary before the Stock Appreciation Rights or installments thereof shall
become exercisable, as well as the permissible dates or periods on or during
which Stock Appreciation Rights shall be exercisable. Any grant may provide for
the earlier exercise of such rights in the event of a change in control of the
Company or other similar transaction or event.
7. RESTRICTED SHARES. The Committee may also authorize grants to
Participants of one or more Restricted Shares upon such terms and conditions as
the Committee may determine in accordance with the following provisions:
(a) Each grant shall constitute an immediate transfer of the ownership of
Shares to the Participant in consideration of the performance of services.
(b) Each grant may be made without additional consideration from the
Participant or in consideration of a payment by the Participant that is less
than the Fair Market Value on the Grant Date.
(c) Each grant may provide that the Restricted Shares covered thereby
shall be subject to a substantial risk of forfeiture within the meaning of
Section 83 of the Code for a period to be determined by the Committee on the
Grant Date, and any grant or sale may provide for the earlier termination of
such risk of forfeiture in the event of a change in control of the Company or
other similar transaction or event.
(d) Unless otherwise determined by the Committee, an award of Restricted
Shares shall entitle the Participant to dividend, voting and other ownership
rights, during the period for which such substantial risk of forfeiture is to
(e) Each grant shall provide that, during the period for which such
substantial risk of forfeiture is to continue, the transferability of the
Restricted Shares shall be prohibited or restricted in the manner and to the
extent prescribed by the Committee on the Grant Date. Such restrictions may
include, without limitation, rights of repurchase or first refusal in the
Company or provisions subjecting the Restricted Shares to a continuing
substantial risk of forfeiture in the hands of any transferee.
(f) Any grant or the vesting thereof may be conditioned upon or further
conditioned upon the attainment of Performance Objectives during a Performance
Period as established by the Committee.
(g) Any grant may require that any or all dividends or other distributions
paid on the Restricted Shares during the period of such restrictions be
automatically sequestered and reinvested on an immediate or deferred basis in
additional Shares, which may be subject to the same restrictions as the
underlying Award or such other restrictions as the Committee may determine.
(h) Each grant shall be evidenced by an agreement delivered to and
accepted by the Participant and containing such terms and provisions as the
Committee may determine consistent with this Plan. Unless otherwise directed by
the Committee, all certificates representing Restricted Shares, together with a
stock power that shall be endorsed in blank by the Participant with respect to
such Shares, shall be held in custody by the Company until all restrictions
8. RESTRICTED SHARE UNITS. The Committee may also authorize grants of
Restricted Share Units, which shall become payable to the Participant upon the
achievement of specified Performance Objectives, upon such terms and conditions
as the Committee may determine in accordance with the following provisions:
(a) Each grant shall specify the number of Restricted Share Units to which
it pertains, which may be subject to adjustment to reflect changes in
compensation or other factors.
(b) The Performance Period with respect to each Restricted Share Unit
shall commence on the Grant Date and may be subject to earlier termination in
the event of a change in control of the Company or other similar transaction or
(c) Each grant shall specify the Performance Objectives that are to be
achieved by the Participant.
(d) Each grant may specify in respect of the specified Performance
Objectives a minimum acceptable level of achievement below which no payment will
be made and may set forth a formula for determining the amount of any payment to
be made if performance is at or above such minimum acceptable level but falls
short of the maximum achievement of the specified Performance Objectives.
(e) Each grant shall specify the time and manner of payment of Restricted
Share Units that shall have been earned, and any grant may specify that any such
amount may be paid by the Company in cash, Shares or any combination thereof and
may either grant to the Participant or reserve to the Committee the right to
elect among those alternatives.
(f) Any grant of Restricted Share Units may specify that the amount
payable, or the number of Shares issued, with respect thereto may not exceed
maximums specified by the Committee on the Grant Date.
(g) Any grant of Restricted Share Units may provide for the payment to the
Participant of dividend equivalents thereon in cash or additional Shares on a
current, deferred or contingent basis.
(h) If provided in the terms of the grant, the Committee may adjust
Performance Objectives and the related minimum acceptable level of achievement
if, in the sole judgment of the Committee, events or transactions have occurred
after the Grant Date that are unrelated to the performance of the Participant
and result in distortion of the Performance Objectives or the related minimum
acceptable level of achievement.
(i) Each grant shall be evidenced by an agreement delivered to and
accepted by the Participant, which shall state that the Restricted Share Units
are subject to all of the terms and conditions of this Plan and such other terms
and provisions as the Committee may determine consistent with this Plan.
(a) Except as provided in Section 9(b), no Award granted under this Plan
shall be transferable by a Participant other than by will or the laws of descent
and distribution, and Options and Stock Appreciation Rights shall be exercisable
during a Participant's lifetime only by the Participant or, in the event of the
Participant's legal incapacity, by his guardian or legal representative acting
in a fiduciary capacity on behalf of the Participant under state law. Any
attempt to transfer an Award in violation of this Plan shall render such Award
null and void.
(b) The Committee may expressly provide in an Award agreement (or an
amendment to an Award agreement) that a Participant may transfer such Award
(other than an Incentive Stock Option), in whole or in part, to a spouse or
lineal descendant (a Family Member), a trust for the exclusive benefit of Family
Members, a partnership or other entity in which all the beneficial owners are
Family Members, or any other entity affiliated with the Participant that may be
approved by the Committee. Subsequent transfers of Awards shall be prohibited
except in accordance with this Section 9(b). All terms and conditions of the
Award, including provisions relating to the termination of the Participant's
employment or service with the Company or a Subsidiary, shall continue to apply
following a transfer made in accordance with this Section 9(b).
(c) Any Award made under this Plan may provide that all or any part of the
Shares that are (i) to be issued or transferred by the Company upon the exercise
of Options or Stock Appreciation Rights or upon payment under any grant of
Restricted Share Units, or (ii) no longer
subject to the substantial risk of forfeiture and restrictions on transfer
referred to in Section 7 of this Plan, shall be subject to further restrictions
10. ADJUSTMENTS. The Committee may make or provide for such adjustments in
the (a) number of Shares covered by outstanding Options, Stock Appreciation
Rights, Restricted Shares and Restricted Share Units granted hereunder, (b)
prices per share applicable to such Options and Stock Appreciation Rights, and
(c) kind of Shares covered thereby, as the Committee in its sole discretion may
in good faith determine to be equitably required in order to prevent dilution or
enlargement of the rights of Participants that otherwise would result from (x)
any stock dividend, stock split, combination or exchange of Shares,
recapitalization or other change in the capital structure of the Company, (y)
any merger, consolidation, spin-off, spin-out, split-off, split-up,
reorganization, partial or complete liquidation or other distribution of assets
(other than a normal cash dividend), issuance of rights or warrants to purchase
securities or (z) any other corporate transaction or event having an effect
similar to any of the foregoing. Moreover, in the event of any such transaction
or event, the Committee may provide in substitution for any or all outstanding
Awards under this Plan such alternative consideration as it may in good faith
determine to be equitable under the circumstances and may require in connection
therewith the surrender of all Awards so replaced. The Committee may also make
or provide for such adjustments in the number of Shares specified in Section 3
of this Plan as the Committee in its sole discretion may in good faith determine
to be appropriate in order to reflect any transaction or event described in this
11. FRACTIONAL SHARES. The Company shall not issue any fractional Shares
pursuant to this Plan and shall settle any such fractional Shares in cash.
12. WITHHOLDING TAXES. To the extent that the Company is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, it
shall be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory
to the Company for payment of all such taxes required to be withheld. At the
discretion of the Committee, such arrangements may include relinquishment of a
portion of such benefit.
13. CERTAIN TERMINATIONS OF EMPLOYMENT, HARDSHIP AND APPROVED LEAVES OF
ABSENCE. Notwithstanding any other provision of this Plan to the contrary, in
the event of termination of employment by reason of death, disability, normal
retirement, early retirement with the consent of the Company or leave of absence
approved by the Company, or in the event of hardship or other special
circumstances, of a Participant who holds an Option or Stock Appreciation Right
that is not immediately and fully exercisable, any Restricted Shares as to which
the substantial risk of forfeiture or the prohibition or restriction on transfer
has not lapsed, any Restricted Share Units that have not been fully earned, or
any Shares that are subject to any transfer restriction pursuant to Section 9(c)
of this Plan, the Committee may in its sole discretion take any action that it
deems to be equitable under the circumstances or in the best interests of the
Company, including, without limitation, waiving or modifying any limitation or
requirement with respect to any Award under this Plan.
14. FOREIGN EMPLOYEES. In order to facilitate the making of any grant or
combination of grants under this Plan, the Committee may provide for such
special terms for Awards to Participants who are foreign nationals, or who are
employed by the Company or any Subsidiary outside of the United States of
America, as the Committee may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Moreover, the Committee may
approve such supplements to, or amendments, restatements or alternative versions
of, this Plan as it may consider necessary or appropriate for such purposes
without thereby affecting the terms of this Plan as in effect for any other
purpose, provided that no such supplements, amendments, restatements or
alternative versions shall include any provisions that are inconsistent with the
terms of this Plan, as then in effect, unless this Plan could have been amended
to eliminate such inconsistency without further approval by the Stockholders of
15. AMENDMENTS AND OTHER MATTERS.
(a) This Plan may be amended from time to time by the Board, but no such
amendment shall increase any of the limitations specified in Section 3 of this
Plan, other than to reflect an adjustment made in accordance with Section 10,
without the further approval of the Stockholders of the Company.
(b) The Committee shall not re-price any Option granted under the Plan
except with the approval of the affirmative vote of the majority of Shares
voting at a meeting of the Company's stockholders.
(c) This Plan shall not confer upon any Participant any right with respect
to continuance of employment or other service with the Company or any Subsidiary
and shall not interfere in any way with any right that the Company or any
Subsidiary would otherwise have to terminate any Participant's employment or
other service at any time.
(d) To the extent that any provision of this Plan would prevent any Option
that was intended to qualify under particular provisions of the Code from so
qualifying, such provision of this Plan shall be null and void with respect to
such Option, provided that such provision shall remain in effect with respect to
other Options, and there shall be no further effect on any provision of this
16. EFFECTIVE DATE AND STOCKHOLDER APPROVAL. This Plan shall become
effective upon its approval by the Board, subject to approval by the
Stockholders of the Company at the next Annual Meeting of Stockholders. The
Committee may grant Awards subject to the condition that this Plan shall have
been approved by the Stockholders of the Company.
17. GOVERNING LAW. The validity, construction and effect of this Plan and
any Award hereunder will be determined in accordance with the laws of the State