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Equity Compensation Plan Information
The following table provides certain information as of December 31, 2011 with respect to our equity
compensation plans under which our equity securities are authorized for issuance:
Plan Category
(a)
Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants, and Rights(1)
(b)
Average Exercise
Price of Outstanding
Options, Warrants and
Rights
(c)
Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column (a))
Equity compensation plans approved
by security holders
1,036,992
$41.20
3,440,119
Equity compensation plans not
approved by security holders
Not applicable
Not applicable
Not applicable
Total
1,036,992
3,440,119
(1) Includes 199,404 shares of Common Stock that would be issued upon exercise of all stock appreciation
rights as of December 31, 2011 based on the closing price of our Common Stock on the Nasdaq on
December 31, 2011, which was $79.36 per share.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive officers and directors, and persons
who own more than 10% of a registered class of the Company's equity securities (the "10% Stockholders"), to
file reports of ownership and changes of ownership with the SEC. Executive officers, directors and 10%
Stockholders of the Company are required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms so filed. Based solely on review of copies of such forms received, the Company believes
that, during the last fiscal year, all filing requirements under Section 16(a) applicable to its executive officers,
directors and 10% Stockholders were timely met, except for one Form 4 for Mr. Mark Quick reporting one
transaction that was filed late.
Certain Relationships and Related Transactions
Mr. Rasheed Shroff (the son of Mr. Jal S. Shroff) is an employee of Fossil (Asia) Ltd., a wholly-owned
subsidiary of the Company. Mr. Rasheed Shroff earned approximately $223,000 in cash compensation in 2011.
In addition, under the Company's 2008 Incentive Plan, Mr. Rasheed Shroff received a grant of options to
purchase 2,700 shares of Common Stock at an exercise price of $81.23.
Ms. Bradley Agather (the daughter of Ms. Elaine Agather) is an employee of Fossil Partners, L.P., a limited
partnership of which the Company is the sole general partner. Ms. Bradley Agather earned approximately
$41,345 in cash compensation in 2011. Ms. Bradley Agather did not receive any grants of equity in 2011.
In accordance with the Company's Audit Committee charter, any proposed transaction that has been
identified as a related party transaction under Item 404 of SEC Regulation S-K may be consummated or
materially amended only following the approval by the Audit Committee. A related party transaction means a
transaction, arrangement or relationship in which the Company and any related party are participants in which
the amount involved exceeds $120,000. A related party includes (i) a director, director nominee or executive
officer of the Company, (ii) a security holder known to be an owner of more than 5% of the Company's voting
securities, (iii) an immediate family member of the foregoing or (iv) a corporation or other entity in which any of
the foregoing persons is an executive, principal or similar control person or in which such person has a 5% or
greater beneficial ownership interest.
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