Share Option and Share Appreciation Right Agreement

This Share Option and Share Appreciation Right Agreement (this Agreement) is made as of Date (the Effective Date), between Company Name (the Company), and Optionee (the Optionee).

RECITALS

A.     The Company has adopted the incentive stock option plan (the Plan) attached hereto as Exhibit 1.

B.     In connection with services to be rendered by the Optionee to the Company and to encourage the Optionees contribution to the success and progress of the Company, the Company desires to grant the Optionee the opportunity to acquire a proprietary interest in the Companys direct or indirect shareholder, Gucci Group N.V., a Netherlands company (NV).

C.     In accordance with the Plan, the Remuneration Committee (as defined below) has as of the Effective Date granted to the Optionee an option (Option) to purchase shares of common stock of NV (such shares referred to herein as the Shares), such Option being convertible under certain circumstances into an SAR (as defined below), according to the terms and conditions of the Plan and this Agreement.

AGREEMENT

1.   Definitions. Capitalized terms used herein shall have the following meanings:

	Act is defined in Section 10.
	Affiliate of any Person means any other Person Controlling, Controlled by or under common Control with such Person.
	Agreement is defined in the preamble.
	Cause means termination of the Optionees employment at the option of the Company because the Optionee (i) has been convicted of, or has pled guilty or nolo contendere to a felony or a crime involving moral turpitude, (ii) has embezzled or misappropriated Gucci funds or property, (iii) has continued use of alcohol or drugs to an extent that interferes with the performance by Optionee of the Optionees employment responsibilities, or (iv) has violated a material term of employment.
	Company is defined in the preamble.
	Comparator Company means each of Bulgari, Coach, Hermes, LVMH, Richemont, Polo Ralph Lauren, Tiffany and Tods, or such other publicly traded luxury goods companies as the Remuneration Committee may from time to time designate.
	Comparator Enterprise Value/ EBITA Ratio means the average of the Enterprise Value/ EBITA ratios for each Comparator Company, as adjusted in the discretion of the Remuneration Committee to address any significant distortions resulting from particular facts and circumstances prevailing at the time in respect to any particular Comparator Company. Each such ratio shall be the Enterprise Value of the Comparator Company divided by such Comparator Companys EBITA for the twelve months ended at the end of the Comparator Companys most recently completed fiscal quarter.
	Comparator Price/ Earnings Ratio means the average of the Price/ Earnings ratios for each Comparator Company, as adjusted in the discretion of the Remuneration Committee to address any significant distortions resulting from particular facts and circumstances prevailing at the time in respect to any particular Comparator Company. Each such ratio shall be the average market price per share of Comparator Company shares (determined on the basis of the average closing market price over the 30 trading days preceding its most recently completed fiscal quarter and its average number of shares outstanding during such 30 day period) divided by such Comparator Companys net income

 

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