EXHIBIT 10(h)
OXFORD INDUSTRIES, INC. 1992 STOCK OPTION PLAN
I.
PURPOSE
The purpose of the Oxford Industries, Inc. 1992
Stock Option Plan (the "Plan") is to advance the
interest of Oxford Industries, Inc. (the "Company") and
its stockholders by providing the opportunity for key
employees to purchase shares of the Company's common
stock through the exercise of stock options and to
benefit from the Company's future growth.
II.
EFFECTIVE DATE OF PLAN
The effective date of this Plan shall be the date
it is adopted by the Board of Directors, provided that
the shareholders of the Company shall approve this Plan
after the date of its adoption in accordance with Rule
16b-3 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and, to the extent this
Plan provides for the issuance of incentive stock
options under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code") ("Incentive Stock
Options"), the shareholders of the Company shall approve
those portions of this Plan related to the granting of
Incentive Stock Options within 12 months after the date
of adoption. If any options are granted under this Plan
before the date of such shareholder approval, such
options automatically shall be granted subject to such
approval.
III.
ADMINISTRATION OF THE PLAN
This Plan shall be administered by a Stock Option
and Compensation Committee (the "Committee") of not less
than two (2) Directors to be appointed by the Board of
Directors. Each member of the Committee shall at all
times be a "disinterested person" within the meaning of
Rule 16b-3 under the Exchange Act.
The Committee acting in its absolute discretion
shall exercise such powers and take such action as
expressly called for under this Plan and, further, the
Committee shall have the power to interpret the Plan and
(subject to Rule 16b-3 under the Exchange Act) to take
such other action (except to the extent the right to
take such action is expressly exclusively reserved for
the Board of Directors or the Company's shareholders) in
the administration or operation of this Plan as the
Committee deems equitable under the circumstances. The
interpretation of any provision of this Plan by the
Committee and any action taken by the Committee under
this Plan or with respect to any option granted
hereunder shall be final and binding on all persons. No
Committee member shall be personally liable for any
interpretation or action made or taken in good faith
under this Plan or with respect to any option granted
hereunder and, to the extent permitted by law, each
member shall be indemnified by the Company against any
liability and expenses arising from such interpretation
or action.
IV.
ELIGIBILITY
The persons eligible to participate in this Plan as
recipients of stock options shall be only those
employees that Committee in its discretion determines to
be key employees of the Company or any of the Company's
subsidiary corporations ("Subsidiary Corporations"), as
defined in Section 424(f) of the Code. Directors of the
Company who are otherwise employed by the Company are
eligible employees.
V.
GRANT OF OPTIONS
The Committee in its discretion may from time to
time grant options to purchase shares of stock to any
eligible employees and determine the number of shares
which may be subject to each such option. Further, the
Committee in its discretion shall have the right to
grant new options under this Section V in exchange for
the surrender of outstanding options which have a higher
or lower option price, as well as the right to grant
"reload" options to replace shares that may have been
surrendered or withheld in connection with the exercise
of an option (whether the option exercised was granted
under this Plan or any other stock option plan of the
Company). Each option granted pursuant to this Plan
shall be expressed in a written agreement between the
eligible employee and the Company incorporating such
terms and conditions as may be determined by the
Committee in its discretion at the time of grant,
subject to the terms, conditions and limitations set
forth in this Plan. Options granted pursuant to this
Plan may be either Incentive Stock Options or options
which do not qualify as Incentive Stock Options, as
determined by the Committee in its discretion at the
date of grant of each option and specified in the
written agreement granting such option. If the
Committee grants an Incentive Stock Option and an option
which does not qualify as an Incentive Stock Option to
an eligible employee on the same date, the right of the
eligible employee to exercise one such option shall not
be conditioned on his failure to exercise the other such
option.
VI.
OPTION SHARES
There shall be an aggregate number of $500,000
shares of $1.00 par value common stock of the Company
which may be subject to options granted pursuant to this
Plan. The shares may be either authorized and unissued
shares or issued shares held in or hereafter acquired
for the treasury of the Company. In the event any
shares are subject to options which terminate for any
reason without being exercised (including, without
limitation, the cancellation, expiration or exchange of
such options), such shares shall again become available
for issuance pursuant to options hereunder until the
termination of the Plan as provided in Section XI
hereof.
VII.
OPTION PRICE
The purchase price for each share of stock with
respect to which an option is granted pursuant to this
Plan (the "option price") shall be determined by the
Committee but the option price for each share of stock
subject to an Incentive Stock Option shall in no event
be less than one hundred (100%) percent of the fair
market value of the stock at the time such option is
granted. The option price for each share of stock which
is not subject to an Incentive Stock Option may (in the
absolute discretion of the Committee) be more or less
than or equal to the fair market value of a share of
stock on the date such option is granted; provided,
however, that in no event shall the option price be less
than adequate consideration as determined by the
Committee. For purposes of this Section VII, the fair
market value of a share of stock shall mean the mean
between the high and the low sales prices on any date
for a share of stock as reported by the Wall Street
Journal under the New York Stock Exchange Composite
Transactions quotation system (or under any successor
quotation system) or (b) if the stock is not traded on
the New York Stock Exchange, under the quotation system
under which such closing price is reported or (c) if the
Wall Street Journal does not report such closing price,
such closing price, as reported by a newspaper or trade
journal selected by the Committee or (d) if no such
closing price is available on such date, such closing
price as so reported or so quoted in accordance with
section (a) above for the immediately preceding business
day or, (e) if no newspaper or trade journal reports
such closing price or if no such price quotation is
available, the price which the Committee acting in good
faith determines through any reasonable valuation
methods that a share of stock might change hands between
a willing buyer and a willing seller, neither being
under any compulsion to buy or to sell and both having
reasonable knowledge of the relevant facts. Such option
price shall be payable according to the payment method
specified by the Committee in each option. The payment
methods available for selection by the Committee are
cash (including by delivery of a personal check) only,
surrendering common stock of the company or, to the
extent allowed by the Committee in its discretion,
electing that the Company withhold shares of stock (that
otherwise would be transferred to the eligible employee
as a result of the exercise of such option), any
combination of cash and common stock of the Company or
such other method as determined by the Committee. To
the extent that the eligible employee elects to pay the
option price with shares of common stock, such stock
shall be valued at fair market value as of the day such
shares are surrendered as payment or treated by the
Committee as withheld from the exercise of the Option.
Any election to withhold shares otherwise transferable
upon exercise in payment of the option price, and any
such withholding, shall be in accordance with the
provisions of Rule 16b-3 under the Exchange Act.
VIII.
TERMS OF OPTIONS
The period during which an option granted under
this Plan can be exercised shall commence on the last
day of the six (6) month period which begins on the date
of grant of the option and continue until such option
expires by its terms. No option granted under this Plan
shall be exercisable by its terms after the earlier of
(a) the date the option is exercised in full, (b) the
termination for any reason of such option (including,
without limitation, the cancellation, expiration or
exchange of such option), (c) the expiration of ten
(10) years from the date such option is granted, or (d)
the expiration of three(3) months from the date the
employee first ceases to be an employee of the Company
or any of its Subsidiary Corporations for any reason,
except as otherwise provided in the terms of the option
in accordance with the provisions of this Section VIII
relating to death or permanent disability.
Any option granted under this Plan may, but shall
not be required to , provide either or both of the
following:
(a) in the event the eligible employee dies prior
to the expiration of the option, the option may be
exercised in whole or in part by the person or persons
to whom such right passes by will or inheritance or by
the executor or administrator of the eligible employee's
estate at any such time or within such time as the
Committee may specify in the terms of the option; or
(b) in the event the eligible employee first
ceases employment with the Company or any of its
Subsidiary Corporations because of permanent and total
disability (within the meaning of Section 22(e)(3) of
the Code) prior to expiration of the option, the option
may be exercised by such disabled eligible employee in
whole or in part at such time or within such time as the
Committee may specify in the terms of the option, but in
no event later than the expiration of one (1) year from
the date the eligible employee ceases such employment by
reason of such disability;
provided, however, that in neither such event shall the
option be exercisable after the expiration of ten (10)
years from the date such option is granted.
IX.
NON-TRANSFERABILITY
Each option granted pursuant to this Plan by its terms
shall not be transferable by the eligible employee
otherwise than by will or the laws of descent and
distribution, and shall be exercisable, during the
eligible employee's lifetime, only by him.
X.
INCENTIVE STOCK OPTION LIMITATIONS
No Incentive Stock Option shall be granted to an
eligible employee who, immediately before the option is
granted, owns stock (taking into consideration the
attribution rules of Section 424(d) of the
Code)possessing greater than ten (10%) percent of the
total combined voting power of all classes of stock of
the Company or of its Subsidiary Corporations, unless:
(a) the option price is at least one hundred
ten (110%) of the
fair market value of the stock subject to the
option at the date of grant; and
(b) the option by its terms is not
exercisable after the expiration of five (5)
years from the date the option is granted.
To the extent the aggregate fair market
value (as determined as of the date the
Incentive Stock Option is granted) of the
stock with respect to which Incentive Stock
Options granted after December 31, 1986 first
become exercisable by an eligible employee in
any calendar year beginning after such date
pursuant to this Plan or any other plans of
the Company or a Subsidiary Corporation which
satisfy the requirements of Section 422 of the
Code exceeds $100,000, such options shall not
be treated as Incentive Stock Options. The
Committee shall interpret and administer the
$100,000 limitation set forth in this
paragraph in accordance with Section 422(d) of
the Code.
XI.
TERM OF THE PLAN
No option shall be granted under this Plan on or
after the earlier of July 13, 2002, in which event this
Plan shall thereafter continue in effect until all
outstanding options have been exercised in full or are
no longer exercisable, or the date on which all the
stock reserved under Section VI of this Plan has (as a
result of exercise of options under this Plan) been
issued or is no longer available for use under this
Plan, in which event this Plan shall also terminate on
such date.
XII.
TERMINATION OF EMPLOYMENT
The employment of any eligible employee shall not
be deemed to have terminated if he is transferred to and
becomes an employee of a Subsidiary Corporation, or if
he is an employee of such a Subsidiary Corporation and
is transferred to or becomes an employee of the Company
or of another Subsidiary Corporation.
XIII.
ADJUSTMENT FOR CHANGES AFFECTING COMMON STOCK
The Committee in its discretion, to prevent
dilution or enlargement of the rights represented by
options, may make appropriate adjustments to the number
and kind of shares available for issuance pursuant to
options to be granted under this Plan, and to the
number, kind and option prices of shares subject to
outstanding options under this Plan, to give equitable
effect to any reorganization, recapitalization, exchange
of shares, stock split, stock dividend, rights offering,
combination of shares, merger, consolidation, spin-off,
partial liquidation, or other similar transaction
affecting the Company's capitalization or corporate
structure, including without limitation any "corporate
transaction" as that term is used in Section 424(a) of
the Code which provides for the substitution or
assumption of such options.
XIV
AMENDMENT OR DISCONTINUANCE OF THE PLAN OR OUTSTANDING
OPTIONS
This Plan may be amended by the Committee from time
to time to the extent that the Committee deems necessary
or appropriate; provided, however, to the extent
required in accordance with Section 422 of the Code, no
such amendment shall be made absent approval of the
shareholders of the Company (a) to increase the number
of shares of stock reserved under the Plan, or (b) to
change the class of employees eligible under the Plan;
and, provided, further, that, to the extent required in
accordance with Rule 16b-3 under the Exchange Act, the
Committee shall not amend this Plan absent the approval
of the shareholders of the Company (a) to increase
materially (within the meaning of Rule 16b-3) the
benefits accruing to persons subject to Section 16 of
the Exchange Act under the Plan, (b) to increase
materially (within the meaning of Rule 16b-3) the number
of securities which may be issued under the Plan, or (c)
otherwise modify materially (within the meaning of Rule
16b-3) the requirements as to eligibility for
participation in the Plan. Any amendment which
specifically applies to non-Incentive Stock Options
shall not require shareholder approval unless such
approval is necessary under the provisions of Rule 16b-3
under the Exchange Act. The Committee also may suspend
the granting of options under this Plan at any time and
may terminate this Plan at any time; provided, however,
the Committee shall not have the right unilaterally to
modify, amend or cancel any option granted before such
suspension or termination unless (1) the holder of such
option consents in writing to such modification,
amendment or cancellation or (2) there is a dissolution
or liquidation of the Company or a transaction described
in Section XIII or XVI of this Plan.
XV.
NO EMPLOYMENT RIGHTS CONFERRED
Nothing in this Plan or in any option granted
hereunder shall confer upon any person any right of
employment or continued employment by the Company or its
Subsidiary Corporations or impair the Company's and its
Subsidiary Corporations rights to terminate any person's
employment.
XVI.
SALE OR MERGER OR CHANGE IN CONTROL
If the Company agrees to sell all or substantially
all of its assets for cash or property or for a
combination of cash and property or agrees to any
merger, consolidation, reorganization, share exchange,
division or other corporate transaction in which stock
is converted into another security or into the right to
receive securities or property and such agreement does
not provide for the assumption or substitution of the
options granted under this Plan, each option at the
direction and discretion of the Committee shall
(effective as of a date selected by the Committee) be
(a) cancelled unilaterally by the Company (subject to
such conditions, if any, as the Committee deems
appropriate under the circumstances) in exchange for
whole shares of stock (and cash in lieu of a fractional
share) the number of which, if any, shall be determined
by the Committee by dividing (1) the excess of the then
fair market value of the stock then subject to exercise
(as determined without regard to any vesting schedule
for such option) under such option over the option price
of such stock by (2) the then fair market value of a
share of stock, or (b) cancelled unilaterally by the
Company if the option price equals or exceeds the fair
market value of a share of stock on such date.
If there is a change in control of the Company or a
tender or exchange offer is made for stock other than by
the Company, the Committee thereafter shall have the
right to take such action with respect to any
unexercised option, or all such options, as the
Committee deems appropriate under the circumstances to
protect the interest of the Company in maintaining the
integrity of such grants under this Plan, including
following the procedures set forth in this section for a
sale or merger of the Company. The Committee shall have
the right to take different action under this Section
XVI upon a change in control with respect to different
employees or different groups of employees, as the
Committee deems appropriate under the circumstances.
For purposes of this Section XVI, a change in control
shall mean the acquisition of the power to direct, or
cause the direction of, the management and policies of
the Company by a person (not previously possessing such
power), acting alone or in conjunction with others,
whether through the ownership of stock, by contract or
otherwise. For purposes of this definition, (1) the
term "person" means a natural person, corporation,
partnership, joint venture, trust, government or
instrumentality of a government and (2) customary
agreements with or between the under-writers and selling
group members with respect to a bonafide public offering
of stock shall be disregarded.
XVII.
NO SHAREHOLDER RIGHTS
No-eligible employee shall have any right as a
shareholder of the Company as a result of the grant of
an option to him under this Plan or his exercise of such
option pending the actual delivery of stock subject to
such option to such eligible employee.
XVIII
OTHER CONDITIONS
Each option agreement may require that an eligible
employee (as a condition to the exercise of an option)
enter into any agreement or make such representations
prepared by the Company, including any agreement which
restricts the transfer of stock acquired pursuant to the
exercise of such option or provides for the repurchase
of such stock by the Company under certain
circumstances. Certificates representing shares of
stock transferred upon the exercise of an option granted
under this Plan may, at the discretion of the Company,
bear a legend to the effect that such stock has not been
registered under the Securities Act of 1933, as amended,
or any applicable state securities law and that such
stock may not be sold or offered for sale in the absence
of an effective registration statement as to such stock
under the Securities Act of 1933, as amended, and any
applicable state securities law or an opinion, in form
and substance satisfactory to the Company, of legal
counsel acceptable to the Company, that such
registration is not required.
XIX.
WITHHOLDING
The exercise of any option granted under this Plan
shall constitute an employee's full and complete consent
to whatever action the Committee deems necessary to
satisfy the federal and state tax withholding
requirements, if any, which the Committee acting in its
discretion deems applicable to such exercise. The
Committee also shall have the right to provide in an
option agreement that an employee may elect to satisfy
federal and state withholding requirements through a
reduction in the number of shares of stock actually
transferred to him under this Plan, and if the employee
is subject to the reporting requirements under Section
16 of the Exchange Act, any such election and any such
reduction shall be effected so as to satisfy the
conditions to the exemption under Rule 16b-3 under the
Exchange Act.
XX.
CONSTRUCTION
This Plan shall be construed under the laws of the
State of Georgia.
