Tiffany and Company 200 Fifth Avenue New York, New York 10010

Executive Vice President

In the role of Executive Vice President, you will have worldwide strategic and profit & loss (“p&l”) accountability for all sales channels, including retail, trade, e-commerce and business sales, for all direct and indirect subsidiaries of Parent that sell or otherwise distribute Tiffany & Co. brand products in all global markets (“Global Retail Operations”). Your responsibility for Global Retail Operations will also include oversight of the global Strategic Store Development and Real Estate division, which is responsible for the design, renovation and maintenance of all Tiffany retail and non-retail properties.

Elevate Tiffany & Co.’s luxury positioning through unique customer experiences both within and outside of the store;

Act as a key liaison/integrator between corporate headquarters and the regions to optimize strategic direction and facilitate close collaboration across design, merchandising, marketing and sales;

Build capabilities of the regional teams with enhanced focus on brand building and operational excellence; and

Drive results utilizing a variety of levers to deliver both topline and bottom-line growth on a sustainable basis.

Frederic Cumenal

as soon as possible, but no later than October 15, 2014. If you fail to commence employment by that date this offer shall be deemed of no force or effect. The term “Commencement Date” refers to the date you actually begin employment with Tiffany, on or before October 15, 2014.

Annual gross salary of $850,000

Beginning in fiscal year 2015, you will be eligible to receive a short-term cash incentive award, on an annual basis. Your target short-term cash incentive award will be 70% of your gross annual salary. Pay-out of the target short-term cash incentive award for fiscal year 2015 (year beginning February 1, 2015 and ending January 31, 2016, referred to

Under its current practice, the Committee grants long term incentives in the form of equity awards to continuing members of senior management at the regularly scheduled Board Meeting held in January of each year. Under our current practice, the total grant date value of each year’s grant of long term incentive equity awards is based on a percentage of salary. 200% of base salary has been established as the long-term incentive target for you for Fiscal 2015. The grant date for Fiscal 2015 long-term incentive awards will be in January 2015. The Committee has historically awarded long-term incentive awards in two components: (i) performance-based restricted stock units that vest, if at all, after a three-year performance period; and (ii) stock options which vest over four years at a rate of 25% per year on the respective first, second, third, and fourth anniversaries of the grant date. The ratio of grant date value between options and performance-based restricted stock units has historically been 50/50.

You will receive a sign-on cash bonus equal to $1,700,000 intended to offset the loss of equity interests in your current employer.  This sign-on cash bonus will be paid to you within 30 days of the Commencement Date, but in no event later than November 15, 2014. This lump sum payment will be subject to recoupment by Tiffany according to the schedule detailed below should you resign voluntarily (without Good Reason) or be terminated with Cause, each as described in Exhibit A attached, during the time periods below.

Relocation Assistance will be provided to you as described in Exhibit B. The cost of these benefits will be subject to recoupment in full by Tiffany should you resign voluntarily (without Good Reason) or be terminated with Cause before the second anniversary of the Commencement Date, as described in Exhibit A attached. To the extent any reimbursement of costs and expenses provided for in Exhibit B constitutes taxable income to you for federal income tax purposes, such reimbursements shall be made no later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred.

Please see Exhibit C for a copy of the retention agreement applicable to executive officers of Parent in the event of a Change in Control, and providing for severance benefits under certain scenarios following a Change in Control.

One year of annual salary; plus

the actual short-term incentive award for the last completed fiscal year prior to termination, as determined by the Committee, if such short-term incentive award remains unpaid; plus

a pro-rata portion of the short-term incentive award for the current fiscal year that remains uncompleted as of the effective date of termination, calculated by reference to what would have been otherwise awarded to you had the Company exercised its discretion to pay the full target short-term incentive award (70% of base salary) in respect of that fiscal year; plus

reimbursement for up to twelve (12) months of continued health care coverage available to you under Company-sponsored medical plans, pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 (commonly known as “COBRA”).

As an executive officer of Parent you will be subject to the Share Ownership Policy adopted by the Board and attached as Exhibit D, as may be amended from time-to-time.

As an executive officer you will be required to sign and comply with the

This offer is also contingent on your successful completion of a Conflict of Interest questionnaire (attached as Exhibit F) and your written representation by your signature below that you are not contractually obligated to any other employer, or subject to any covenants against competition or similar covenants that would affect the performance of your employment with Tiffany. This offer is further contingent upon your obtaining proper work authorization. These conditions must be met on or before October 15, 2014, or this offer will be null and void.

Your employment is “At Will.” At Will employment means that you can quit at any time. At Will employment means that Tiffany can end your employment at any time, for any legal reason or for no reason. Upon voluntary resignation by you (without Good Reason, as defined in Exhibit A), and upon termination by Tiffany (without Cause, as defined in Exhibit A), sixty days (60) of working notice shall be provided, payable in lieu of notice in Tiffany’s sole discretion.

As an executive officer of Parent, performance-based compensation awarded to you will be subject to the Policy for Recovery of Incentive-based Compensation Erroneously Awarded to Executive Officers attached as Exhibit G, as well as any other future clawback policies adopted by the Board.

We offer a broad range of benefits and amenities for you and your eligible dependents, including domestic partners. All such benefits are subject to the terms of the benefit plans and are available to employees generally. Health benefits include medical, dental, vision care and prescription drug. Retirement benefits include a 401(k) plan with an employer match, a defined contribution retirement benefit and a defined contribution excess benefit (for earnings above statutory limits).

You will be eligible for five workweeks of vacation per fiscal year (February 1 to January 31). You will accrue one twelfth of your annual vacation at the end of each completed month of service (i.e., 2.08 days per month). If you wish to take vacation in excess of the amount you have earned so far in the year, after six months of service, the time can be taken and then offset by future accruals. All vacation requests are subject to management approval as outlined in the vacation policy or by departmental procedures. 

You will be eligible for two personal days per fiscal year. In your first year of employment, you will be immediately entitled to one personal day.

The Company currently provides life insurance benefits to its executive officers as follows:

executive officers own whole life policies on their own lives;

the death benefit is three times annual base salary and target short-term incentive award;

the Company pays the premium on such policies in an amount sufficient to accumulate cash value;

premiums are calculated to accumulate a target cash value at age 65;

the target cash value will allow the policy to remain in force after age 65 without payment of further premiums with a death benefit equivalent to twice the executive officer’s ending annual base salary and target short-term incentive or bonus amount; and

the amount of the premiums paid by the Company is taxable income to the executive officer.

(a)    In consideration of this offer of employment, subsequent ongoing employment with the Company, and all compensation paid to you by the Company including the payment set forth below, you hereby covenant and agree that during your employment with the Company and the post-employment periods described hereunder, you will not directly or indirectly (whether as director, officer, consultant, principal, owner, member, partner, advisor, financier, employee, agent or otherwise):

for a period of six (6) months (the “Non-Compete Period”), in New York, London, Paris, Hong Kong, Shanghai, Beijing, or Geneva, or within a fifty-mile radius of any of these cities, commence employment with, assist, have any interest in or contribute your knowledge and abilities to, any Retail Jewelry Trade or Wholesale Jewelry Trade (provided that this subsection shall not prohibit an investment by you not exceeding five percent of the outstanding securities of a publicly traded company);

for a period of eighteen (18) months, employ, attempt to employ, or assist anyone in employing a Covered Employee (including by influencing any Covered Employee to terminate his/her employment with the Company or any other direct or indirect subsidiary of Parent); or

for a period of eighteen (18) months, attempt in any manner to solicit jewelry purchases by any client of the Company or any other direct or indirect subsidiary of Parent to cease doing business or reduce the amount of business that such client has customarily done with the Company or any other direct or indirect subsidiary of Parent.

In addition to the compensation specified in this offer letter, the Company shall pay to you a lump sum payment equal to six (6) months of salary as additional consideration for the restrictive covenants set forth above provided, however, that the Company shall not be required to make any such payment or portion thereof (but may in its sole discretion elect to do so) if the covenants above are expressly waived by the Company. Notwithstanding anything to the contrary set forth in this Agreement, the covenants set forth above shall be valid and binding on you notwithstanding your refusal to accept the additional payment provided for under this section (b). The payment described herein, or any portion thereof, will be paid to you no earlier than the six month anniversary of your effective date of termination, and no later than the seven month anniversary of your effective date of termination.

No act or failure to act shall be a waiver of any right conveyed under these Restrictive Covenants, except an express waiver in writing and the Company may condition a waiver under under (a)(i) with respect to any single prohibited engagement upon your written acknowledgement that (i) Section (a)(i) shall continue to apply to subsequent prohibited engagements, and (ii) any payments under Section (b) above shall be offset by payments received pursuant to a prohibited engagement to which such a waiver applies or (iii) both of (i) and (ii) apply. The rights reserved to the Company under these Restrictive Covenants are necessarily of a special and unique character, which gives them an unusual and extraordinary value, the loss of which cannot reasonably or adequately be compensated for in damages in an action at law, and the breach by you of any of the provisions under these Restrictive Covenants will cause the Company and its affiliates irreparable injury. Therefore, in addition to any other available remedies, the Company and its affiliates shall be entitled to an injunction to restrain any violation of these Restrictive Covenants by you.

The Restrictive Covenants contained herein shall each be construed as an agreement independent of any other provision in this offer letter, and the existence of any claim or cause of action of you may have against the Company or its affiliates shall not constitute a defense to the enforcement by the Company of such covenants.

It is the intention of both parties to make the Restrictive Covenants herein binding only to the extent that it may be lawfully done under existing applicable laws. In the event that any part of these Restrictive Covenants are determined by a court of law to be overly broad thereby making the covenant unenforceable, the parties hereto agree, and it is their desire, that such court shall substitute the broadest possible judicially enforceable limitation in place of the offensive part of the covenant, and that as so modified the covenant shall be as fully enforceable as set forth herein by the parties themselves.

During the Non-Compete Period, you will inform any prospective or future employer of the restrictions contained herein prior to the commencement of that employment. During the eighteen (18) month period following your termination from employment, you will inform any prospective or future employer of any restrictions contained in (a)(ii)-(iii) of this Restrictive Covenant section that have not yet expired, and provide such employer with a copy of such restrictions (but no other terms of this offer letter), prior to the commencement of that employment.

Nothwithstanding anything herein to the contrary, this offer letter is intended to be interpreted and applied so that the payments and benefits set forth herein either shall be either exempt from the requirements of Section 409A of the Internal Revenue Code (“Code Section 409A”), or shall comply with Section 409A of the Internal Revenue Code, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Code Section 409A.

I acknowledge that I have read and understand each of the terms of this offer letter.

I agree to accept employment with Tiffany and Company under the terms of this offer letter.

I expressly acknowledge that I am under no restrictions from a prior employer or business partner that would interfere with the performance of services for Tiffany and Company or its affiliates.

I expressly acknowledge that I agree to and accept the Restrictive Covenants described above, which are

a material adverse change in Executive’s duties, authority or responsibilities;

a material adverse change in Executive’s reporting responsibility;

any reduction in Executive’s base salary or in her target short-term incentive / annual bonus (but, for the avoidance of doubt, any actual pay-out of a short-term incentive / annual bonus for a given fiscal year which is less than the target shall not constitute Good Reason);

The unilateral relocation of the office by the Company where Executive is employed, to a location which is more than 50 miles away, or should the Company require Executive to be based more than 50 miles away from such office (except for required travel on the Company’s business to an extent substantially consistent with Executive’s customary business travel obligations in the ordinary course of business).

Executive’s conviction or plea of nolo contendere to a felony or any other crime involving financial impropriety or moral turpitude or which would tend to subject the Company or any of its affiliates to public criticism or materially interfere with Executive’s continued service to the Company;

Executive’s willful violation of the Parent Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers; and the Company’s Business Conduct Policy – Worldwide;

Executive’s willful failure or refusal to perform substantially all such proper and achievable directives issued by Executive’s superior or the Parent board of directors (other than any such failure resulting from

Executive’s gross negligence in the performance of Executive’s duties and responsibilities materially injurious to the Company;

Executive’s willful breach of any material obligation that Executive has to Parent or the Company under any written agreement that Executive has with either Parent or the Company;

Executive’s fraud or dishonesty with regard to the Company or any of its affiliates; or

Executive’s failure to reasonably cooperate in any investigation of alleged misconduct by Executive or by any other employee of Parent, the Company or any affiliate of the Company.

Real Estate commission (local custom).

Seller’s normal closing costs:

Abstracting.

Title Insurance.

Escrow fees.

Attorney fees.

Documentary stamps.

State/local transfer taxes.

Recording fees.

Release/conveyance fees.

Termite inspection, if required.

Other inspections, if required by local custom.

Mortgage prepayment penalties up to six months, interest or one percent of the loan balance, whichever is greater.

Survey costs, if required by local custom.

Mortgage Origination Fee/Discount “points” (up to a maximum of 2 percentage points)**.

Appraisal fees, if required by lender.

Termite inspection, if required.

Structural inspection, if required.

Survey costs, if required.

Title search costs.

Recording fees, transfer taxes and title insurance fees.

Legal fees up to 1% of purchase price.

Mortgage service charge or lenders legal charge.

Property taxes.

Escrow items.

Pre-paid interest.