CERTIFICATE OF AMENDMENT
OF THE
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
FOSSIL, INC.
Fossil, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Company"), does
hereby certify:
FIRST: That the Board of Directors of the Company duly adopted a
resolution proposing and declaring advisable the following amendment to the
Second Amended and Restated Certificate of Incorporation of the Company:
Paragraph 1 of Article IV is hereby amended to read in its entirety as
follows:
The aggregate number of shares of all classes of stock which the
Corporation shall have authority to issue is 101,000,000 shares, consisting of
1,000,000 shares of preferred stock, par value $0.01 per share ("Preferred
Stock"), and 100,000,000 shares of common stock, par value $0.01 per share
("Common Stock").
SECOND: The amendment of the Second Amended and Restated Certificate of
Incorporation herein certified has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
The effective time of the amendment herein certified shall be upon
filing with the Delaware Secretary of State.
Signed and attested to on May 25, 2000.
FOSSIL, INC.
By: /s/ T.R. Tunnell
-----------------------------------------
Print Name: T.R. Tunnell
Title: Senior Vice President, Development
and Chief Legal Officer
ATTEST:
By: /s/ Lisa Lapiska
----------------
Name: Lisa Lapiska
Title: Vice President, Human Resources
