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TIF > SEC Filings for TIF > Form 8-K on 15-Nov-2013All Recent SEC Filings

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Form 8-K for TIFFANY & CO


15-Nov-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

5.02(b)      Patrick F. McGuiness, Registrant's Chief Financial Officer
             (principal financial officer) has today resigned that position
             effective November 27, 2013.



5.02(c)      James N. Fernandez, 58, Registrant's Executive Vice President and
             Chief Operating Officer will assume the position of Chief Financial
             Officer (principal financial officer) on an interim basis effective
             November 27, 2013. Mr. Fernandez joined Tiffany in 1983 and held
             various positions in financial planning and management prior to his
             appointment as Senior Vice President - Chief Financial Officer in
             1989. In 1998 he was promoted to Executive Vice President - Chief
             Financial Officer. In June 2011 he was promoted to Executive Vice
             President and Chief Operating Officer and Mr. McGuiness replaced him
             in the role of Chief Financial Officer. Since that time, Mr.
             McGuiness has reported to Mr. Fernandez. Registrant's Board of
             Directors has authorized a search to identify candidates for the
             position of Chief Financial Officer.



5.02(e)      Registrant and Tiffany and Company ("Tiffany"), Registrant's
             principal subsidiary, have entered into a Resignation and Release
             Agreement with Mr. McGuiness dated November 15, 2013 (the
             "Agreement"). Under the Agreement, Mr. McGuiness has agreed to
             release certain claims that he might have against Registrant,
             Tiffany and others. Under the Agreement Tiffany will pay Mr.
             McGuiness severance of $899,000; pay him a pro-rated portion of the
             bonus he would have received for the fiscal year ending January 31,
             2014 had he remained employed until that date, such bonus to be
             determined on the basis of Registrant's actual financial performance
             for such fiscal year; and provide certain benefits. Under the
             Agreement Registrant will permit tranches of non-qualified stock
             options that would have become first exercisable in 2014 to vest and
             become early exercisable by Mr. McGuiness (38,250 shares of Common
             Stock with strike prices ranging from $43.37 to $76.85 per share);
             allow vested options to remain exercisable by him until November 16,
             2014; early convert 7,500 time-vesting restricted stock units
             granted to him to shares of Common Stock; and allow him to
             participate, on a pro-rated basis, in the vesting of
             performance-based restricted stock units for the three-year
             performance period ending January 31, 2014 on the basis of
             Registrant's actual financial performance for that period.



Item 9.01 Financial Statements and Exhibits

(d)     Exhibits

10.34   Resignation and Release Agreement entered into as of the 15th day of
        November 2013 by and among Patrick F. McGuiness, Tiffany and Registrant.


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