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(2) Our directors' outstanding equity awards as of fiscal year end 2011 were as follows: Ms. Agather--3,500
options and 987 restricted stock units; Mr. Boyer--15,000 options and 987 restricted stock units;
Mr. Kusin--781 restricted stock units; Ms. Ragusa--6,000 options and 987 restricted stock units;
Mr. Shroff--987 restricted stock units; Mr. Skinner--15,000 options and 987 restricted stock units;
Mr. Steinberg--14,000 options and 987 restricted stock units; Mr. Stone--32,500 options and 987 restricted
stock units; and Mr. Zimmerman--10,500 options and 987 restricted stock units.
(3) Reflects compensation received in 2011 for services as a director. Mr. Jal S. Shroff was an employee of
Fossil (East) Limited until his retirement effective September 1, 2011 and also earned approximately
$29,000 in cash compensation in 2011. In addition, under the Company's 2008 Incentive Plan, Mr. Shroff
received a grant of 987 restricted stock units.
(4) Includes retainer fees and fees earned for attendance at Board meetings and committee meetings.
(5) The following amounts included in the fees listed were earned in fiscal 2011, but not paid until fiscal 2012:
Ms. Agather--$16,875; Mr. Boyer--$20,000; Mr. Kusin--$14,000; Ms. Ragusa--$15,250; Mr. Shroff--
$11,500; Mr. Skinner--$18,125; Mr. Steinberg--$12,750; Mr. Stone--$12,750; and Mr. Zimmerman--
$14,000.
(6) Consists of an award of restricted stock units granted to each director on May 25, 2011 pursuant to the 2008
Long-Term Incentive Plan. All awards vest 100% on the earlier of (i) the next annual stockholders meeting
or (ii) one year from the date of grant. The amounts shown were not actually paid to the directors. Rather, as
required by the rules of the SEC, the amounts represent the aggregate grant date fair value of the restricted
stock units awarded to each of them in 2010. These values were determined in accordance with FASB ASC
Topic 718 ("FASB ASC Topic 718"). See Note 14, Stockholders' Equity and Benefit Plans in the section
entitled "Stock Options and Stock Appreciation Rights" in the "Notes to Consolidated Financial Statements"
in the Annual Report on Form 10-K for 2011 for a discussion of the Company's determination of the
aggregate grant date fair value of these awards. The amounts reported do not include any reduction in the
value of the awards for the possibility of forfeiture.
Director Compensation
Cash Compensation. The following summarizes the retainers and meeting fees earned in fiscal 2011.
For service on the Board of Directors, each non-employee director received an annual retainer of
$40,000, a fee of $1,500 for each in-person meeting, and a fee of $1,000 for each telephonic meeting in
excess of one hour.
For service on the Audit Committee, the chairman received an additional annual retainer of $20,000
and each other member received an additional annual retainer of $2,500. Each Audit Committee
member also received a fee of $1,250 for each in-person meeting, and a fee of $1,000 for each
telephonic meeting in excess of one hour.
For service on the Compensation Committee, the chairperson received an additional annual retainer of
$10,000, and each Compensation Committee member also received a fee of $1,250 for each in-person
meeting, and a fee of $1,000 for each telephonic meeting in excess of one hour.
For service on the Nominating and Corporate Governance Committee, the chairperson received an
additional annual retainer of $6,975, and each Nominating and Corporate Governance Committee
member also received a fee of $1,250 for each in person meeting, and a fee of $1,000 for each
telephonic meeting in excess of one hour.
For service on the Finance Committee, the chairman received an additional annual retainer of $10,000,
and each Finance Committee member also received a fee of $1,250 for each in person meeting, and a
fee of $1,000 for each telephonic meeting in excess of one hour.
The Company also reimbursed its directors for ordinary and necessary travel expenses incurred in attending
such meetings. Payment is made for each committee meeting attended even if a non-employee director attends
more than one committee meeting on the same day.
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