Form of Amended and Restated Restricted Stock Unit Agreement, dated June 28, 2021, with respect to revised awards under the 2015 Plan
G-III Apparel Group, Ltd.
2015 long-term INCENTIVE PLAN
AMENDED AND RESTATED
restricted stock unit agreement
AMENDED AND RESTATED AGREEMENT made as of the 28th day of June, 2021, amending and restating the Agreement, dated March 16, 2021 between G-III APPAREL GROUP, LTD. (the “Company”) and _____________ (the “Participant”) (the “Original Agreement”), pursuant to the G-III Apparel Group, Ltd. 2015 Long-Term Incentive Plan, as amended (the “Plan”). Capitalized terms that are used but not defined in this Agreement shall have the meanings given to them by the Plan.
WHEREAS, the Company and the Participant previously entered into the Original Agreement that granted Participant ________ Restricted Stock Units (“RSUs”) and they desire to enter into this Amended and Restated Agreement (the “Revised Agreement”) in order to revise the terms of the Original Agreement as further set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the mutual promises and covenants contained herein, the parties hereto, intending to be legally bound, agree as follows:
(b) In accordance with the Plan, the Company hereby grants to the Participant ______ performance share units (“PSUs”). Each PSU represents the right to receive one share of the Company’s common stock (a “PSU Share”), subject to the terms and conditions of this Revised Agreement, the Plan and the Approval (as such term is hereinafter defined) including, without limitation, the potential upward or downward adjustment in the number of PSU Shares that may be issued to the Participant pursuant to this Revised Agreement. RSU Shares and PSU Shares are collectively referred to as the “Shares.”
(b) The Participant’s right to receive the PSU Shares covered by this Revised Agreement shall become vested in accordance with the Appendix attached hereto, subject to (i) confirmation by the Compensation Committee (the “Committee”) of the Board of Directors of the Company of the attainment of the 3-Year Cumulative Adjusted EBIT (“Adjusted EBIT”) and/or Return on Invested Capital (“ROIC”) performance conditions and the performance levels achieved, and to the other provisions set forth in Exhibit A to the minutes of the meeting of the Committee approving (the “Approval”) the PSU grant subject to this Agreement and (ii) the Participant’s continuous employment or other service with the Company through the vesting date. The terms of this grant including the EBIT and ROIC performance conditions; upward (up to a maximum award of 150% of the number of PSU Shares) or downward (down to the minimum award of 50% of the number of PSU shares) adjustments to the number of PSU Shares earned, or absence of vesting of any PSU shares if the minimum thresholds with respect to the performance conditions are not attained, based on actual performance compared to the performance conditions; the percentage of PSU Shares earned based on satisfaction of the Adjusted EBIT or ROIC performance condition; accounting adjustments provided for in determining Adjusted EBIT and ROIC; and other matters related to the PSUs are all as set forth in the Approval. All determinations with respect to the satisfaction of the Adjusted EBIT or ROIC
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performance condition and the other matters set forth in the Approval shall be made by the Committee and shall be in accordance with the terms set forth in the Approval.
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G-III APPAREL GROUP, LTD
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Appendix: Vesting Schedule
Restricted Stock Units
April 1, 2024
Performance Share Units
April 1, 2024To be certified by the Compensation Committee
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