ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) On June 18, 2009, the Compensation Committee of the Board of Directors (the "Committee") of Movado Group, Inc. (the "Company") adopted the Movado Group, Inc. Executive Performance Share Program for Fiscal 2010 (the "PSP") pursuant to Section 9 of the Movado Group, Inc. 1996 Stock Incentive Plan (as amended and restated, the "Plan"). Key employees of the Company selected by the Committee are eligible to participate in the PSP.

The PSP provides for the award of "Performance Share Units" (as defined in the Plan) for the fiscal year ending January 31, 2010 (the "Award Period"). Each Performance Share Unit is equivalent to one share of "Stock" (as defined in the Plan) that is earned if the Company achieves specified operating profit for the Award Period (the "Performance Goal"). Earned shares of Stock vest, if at all, on the third anniversary of the grant date (June 18, 2012). Each participant's target award is expressed as a number of Performance Share Units. The actual number of shares of Stock earned by a participant is based on the Company's actual performance at the end of the Award Period relative to the Performance Goal and can range from 0% to 120% of the target award; provided that no shares of Stock are earned unless the Performance Goal is achieved.

Upon the occurrence of a "Change in Control" (as defined in the Plan), the Performance Share Units awarded will be converted, without pro-ration, on a one-for-one basis at 100% of the target Award to time-based Phantom Stock Units, which will vest on the third anniversary of the grant date (June 18, 2012). Upon vesting, one share of Stock will be distributed for each Phantom Share Unit not previously forfeited.

A copy of the PSP will be filed as an exhibit to the Company's next quarterly report on Form 10-Q.

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