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| FOSL > SEC Filings for FOSL > Form 8-K on 22-May-2009 | All Recent SEC Filings |
22-May-2009
Change in Directors or Principal Officers, Financial Statements and Exhibits
At the Annual Meeting of Stockholders of Fossil, Inc. (the "Company") on May 20, 2009, the terms of Kenneth W. Anderson and Alan J. Gold as members of the board of directors (the "Board") of the Company expired, and Messrs. Anderson and Gold were not nominated for re-election to the Board. In order that they may continue to provide valuable service to the Company based upon their years of experience and knowledge of business and the Company's affairs, and upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board has designated Messrs. Anderson and Gold as Advisory Directors for a term of one year, expiring on May 19, 2009. As Advisory Directors, Messrs. Anderson and Gold may be invited from time to time to attend and participate in regular and special meetings of the Board at the discretion of the Chairman of the Board, but will not be entitled to vote on any matter.
Messrs. Anderson and Gold will be entitled to receive customary reimbursement
for travel and related expenses, but will not otherwise be entitled to receive
any compensation for their service as Advisory Directors. The Company stock
options that Messrs. Anderson and Gold held on May 20, 2009 will continue to
vest and be exercisable as if they were still serving as members of the Board.
Pursuant to letter agreements executed with each of Messrs. Anderson and Gold,
they will not receive any future automatic stock option grants. The letter
agreements are attached as Exhibits 10.1 and 10.2 hereto and incorporated herein
by reference.
(d) Exhibits
10.1 Letter Agreement Regarding Acceptance to Serve as an Advisory Director and Election to Decline Participation in the Fossil, Inc. 2008 Long-Term Incentive Plan, executed by Kenneth W. Anderson on May 20, 2009.
10.2 Letter Agreement Regarding Acceptance to Serve as an Advisory Director and Election to Decline Participation in the Fossil, Inc. 2008 Long-Term Incentive Plan, executed by Alan J. Gold on May 20, 2009.
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