Fiscal 2005 Cash Incentive Award Agreement between Tiffany & Co., Tiffany and Company, and Executive

Summary

This agreement is between Tiffany & Co., its subsidiary Tiffany and Company, and a specified executive. It sets the terms for a cash bonus for the executive for the fiscal year ending January 31, 2006, based on the company's consolidated net earnings. The bonus is only payable if the executive remains employed through the end of the fiscal year, and the amount is determined by specific performance targets. The agreement is governed by New York law.

EX-10.139 5 y06856exv10w139.txt FORM OF FISCAL 2005 CASH INCENTIVE AWARD AGREEMENT Exhibit 10.139 CASH INCENTIVE AWARD AGREEMENT AGREEMENT made effective February 1, 2005 by and among Tiffany & Co., a Delaware corporation (the "Company"), Tiffany and Company, the New York subsidiary corporation of the Company ("Tiffany") and [Schedule I]("Executive"). Whereas, on March 19, 1998 the Board of Directors of the Company adopted, and on May 21, 1998 the stockholders of the Company duly approved, the Company's 1998 Employee Incentive Plan, as subsequently amended (the "Plan"); and Whereas, on March 19, 1998 the Stock Option Subcommittee of the Compensation Committee of the Company was appointed the "Committee" under the Plan by said Board of Directors; and NOW THEREFORE, based upon the foregoing and in consideration of the mutual promises hereinafter set forth, it is hereby AGREED as follows: 1. This Agreement is intended to be an Award Agreement under the Plan and is subject to all terms and conditions set forth in such Plan, including the Plan provisions limiting implied rights. 2. Executive agrees that he shall not be entitled to any cash bonus in respect of the fiscal year ending January 31, 2006 except as provided in this Agreement. 3. Tiffany agrees to pay, or, failing that, the Company shall pay, a cash bonus to Executive in respect of the fiscal year ending January 31, 2006 as follows. Such bonus shall be paid, if at all, at such time as bonuses are made payable to Tiffany's management employees in respect of such fiscal year, provided that Executive remains employed with Tiffany through the end of such fiscal year. The amount of said cash bonus shall be determined on the basis of the following Performance Measures -- the Company's consolidated net earnings for such fiscal year (as adjusted by the Committee pursuant to Section 9.1 of the Plan) as specified in the following table:

Should the Company's consolidated net earnings fall between any of the targets set forth above, the bonus amount payable to Executive shall be prorated accordingly. 4. This Agreement shall be governed by the law of the State of New York applicable to agreements made and to be performed within said state. IN WITNESS WHEREOF, parties hereto have entered into this Agreement effective as of the date first stated above. I Tiffany & Co. (the "Company") ____________________________________ __________________________ Tiffany and Company ("Tiffany") __________________________ SCHEDULE I