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•	The majority of compensation payable to the CEO and other named executive officers is tied to the Company's financial performance and/or the performance of the stock price (87% for the CEO and 72% for the other named executive officers, on average), with significant emphasis on long-term incentives.

•	Long-term and short-term incentive awards are payable contingent on key performance measures, including operating earnings, net earnings per share and return on assets.

•	Short-term incentive awards for Fiscal 2016 were paid out to the named executive officers at 87-99% of target, based on achievement of operating earnings for the year relative to target and individual performance factors.

•	For the performance period beginning February 1, 2014 and ending January 31, 2017 (Fiscal 2014-Fiscal 2016), performance-based restricted stock units vested at 54.92% of target shares (27.46% of maximum

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•	Incentive compensation is subject to recoupment in the event of an accounting restatement due to material noncompliance with financial reporting requirements.

•	Executive officers are expected under the Company's share ownership policy to hold shares of common stock worth five times their annual base salary for the CEO and two to three times their annual base salary for other named executive officers.

•	In the event of a change in control, severance benefits are only payable upon an involuntary termination ("dual trigger").

•	The Compensation Committee of the Board retains an independent compensation consultant to advise on the executive compensation program and practices.

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*	If requesting materials by e-mail, please send a blank e-mail with the 16-Digit Control Number (located on the Notice of Proxy) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.

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•	Via the Internet. You may vote by proxy via the Internet by following the instructions provided in the notice or proxy card; have your notice or proxy card in hand as you will be prompted to enter your control number.

•	Via Telephone. You may vote by proxy via telephone by following the instructions provided in the proxy card; have your notice or proxy card in hand as you will be prompted to enter your control number.

•	By Mail. You may vote by proxy by filling out the proxy card and returning it in the envelope provided.

•	You can send an executed, later-dated proxy card to the Corporate Secretary of the Company, call in different instructions, or provide different instructions through the Internet voting site; or

•	You can notify the Corporate Secretary of the Company in writing that you wish to revoke your proxy; or

•	You can attend the 2017 Annual Meeting and vote in person.

•	Via the Internet. You may instruct your broker or the 401K Plan's trustee, as applicable, as to your vote via the Internet by visiting www.proxyvote.com and entering the control number found in the notice or voting instruction form sent to you.

•	Via Telephone. You may instruct your broker or the 401K Plan's trustee, as applicable, as to your vote by calling the toll-free number found in your voting instruction form and entering the control number found in the notice or voting instruction form sent to you.

•	By Mail. You may instruct your broker or the 401K Plan's trustee, as applicable, as to your vote by mail by filling out the voting instruction form provided to you and returning it in the envelope provided.

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•	FOR the election of all 11 nominees for director named in this Proxy Statement;

•	FOR the ratification of the selection of PwC as the independent registered public accounting firm to audit our Fiscal 2017 financial statements;

•	FOR approval of the compensation paid to the Company's named executive officers in Fiscal 2016;

•	FOR a recommendation that the shareholders approve the compensation paid to the Company's named executive officers every year; and

•	FOR the Tiffany & Co. 2017 Directors Equity Compensation Plan.

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•	For shareholders of record, you will have the opportunity to vote by ballot at the meeting.

•	For beneficial owners of shares held in street name, contact your broker before the 2017 Annual Meeting to obtain a legal proxy, and bring the legal proxy with you to the meeting. To submit a vote by ballot at the meeting, you will be required to show the legal proxy as well as photo identification.

•	The shareholder who owns the share is present in person at the 2017 Annual Meeting, whether or not he or she chooses to cast a ballot on any proposal; or

•	The shareholder is represented by proxy at the 2017 Annual Meeting, including, for any beneficial owner of shares held in street name, by the organization holding such shareholder's account.

•	The shareholder withholds his or her vote or marks "abstain" for one or more proposals; or

•	There is a "broker non-vote" on one or more proposals.

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a)	An asterisk (*) is used to indicate less than 1% of the class outstanding.

b)	Includes 24,506 shares issuable upon the exercise of Vested Stock Options.

c)	Includes 24,506 shares issuable upon the exercise of Vested Stock Options.

d)	Includes 20,646 shares issuable upon the exercise of Vested Stock Options.

e)	Includes 39,223 shares issuable upon the exercise of Vested Stock Options.

f)

Includes 25,679 shares issuable upon the exercise of Vested Stock Options, 12,357 shares issuable upon the vesting of performance-based restricted stock units on March 22, 2017, 17,572 shares held by the Kowalski Family Foundation and 50,000 shares held in trust of which Mr. Kowalski is the sole trustee. Mr. Kowalski, the Chairman of the Tiffany & Co. Board of Directors, was named Interim CEO effective February 5, 2017, in connection with the departure of Frederic Cumenal as CEO on that same date.

g)	Includes 29,223 shares issuable upon the exercise of Vested Stock Options, 28,980 shares held in the Charles and Cynthia Marquis Joint Revocable Trust dated December 8, 2003 and 56,000 shares held in the Marquis 2012

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h)	Includes 49,223 shares issuable upon the exercise of Vested Stock Options. Mr. May will not stand for re-election at the 2017 Annual Meeting.

i)

Includes 39,223 shares issuable upon the exercise of Vested Stock Options; 107,500 shares held by KJC Ltd. of which Mr. Shutzer is the sole general partner and of which three of his adult children are limited partners; 32,210 shares held in trust for one adult child of which trust Mr. Shutzer's wife is sole trustee; and 163,937 shares pledged as security in a margin account. Mr. Shutzer disclaims beneficial ownership of Company shares held by KJC Ltd. and shares held in the aforementioned trust.

j)	Includes 18,169 shares issuable upon the exercise of Vested Stock Options.

k)

Includes 200,000 shares held by Argenta Holdings Sarl, of which Mr. Trapani owns 100% of the equity interests. Pursuant to the Schedule 13D filed jointly by Mr. Trapani and JANA Partners LLC ("JANA") with the SEC on February 22, 2017, as of the date of the event which required the filing of such Schedule, Mr. Trapani and JANA may have been deemed to be members of a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 13d-5(b)(1) promulgated thereunder for the purpose of working together to appoint Mr. Trapani to the Board. From and after the time of signing the Cooperation Agreement (as defined below) and the Trapani Cooperation Agreement (as defined below), each dated as of February 20, 2017, Mr. Trapani and JANA are required, in accordance with the Cooperation Agreements, to be independent of each other and, as reported in the Schedule 13D, Mr. Trapani and JANA are no longer working together for any purpose and believe they should no longer be deemed to be a "group." As a result, Mr. Trapani expressly disclaims beneficial ownership of the 6,095,740 shares reported as beneficially owned by JANA in such Schedule 13D. For more information regarding the Cooperation Agreement and the Trapani Cooperation Agreement see "Item. 1 Election of the Board" at PS-17.

l)	Includes 417,927 shares issuable upon the exercise of Vested Stock Options and 8,348 shares issuable upon the vesting of performance-based restricted stock units on March 22, 2017. Mr. Cumenal stepped down from his position as CEO effective February 5, 2017 and resigned as a director effective February 10, 2017.

m)	Mr. Erceg was appointed as CFO effective October 18, 2016.

n)	Mr. Nicoletti resigned as CFO effective May 20, 2016.

o)	Includes 36,894 shares issuable upon the exercise of Vested Stock Options.

p)	Includes 109,126 shares issuable upon the exercise of Vested Stock Options, 3,406 shares issuable upon the vesting of performance-based restricted stock units on March 22, 2017 and 512 shares held in Ms. Cloud's account under the Tiffany Employee Profit Sharing and Retirement Savings Plan.

q)	Includes 12,822 shares issuable upon the exercise of Vested Stock Options.

r)	Includes 635,981 shares issuable upon the exercise of Vested Stock Options; 25,297 shares issuable upon the vesting of performance-based restricted stock units on March 22, 2017; 936 shares held in accounts under the Tiffany Employee Profit Sharing and Retirement Savings Plan; and three shares held in the Tiffany Employee Stock Purchase Plan.

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•	Annual election of directors;

•	Majority voting standard for director elections – each director must be elected by a majority of votes cast, not a plurality;

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Director resignation policy – each of the nominees for director has tendered a resignation letter to the Nominating/Corporate Governance Committee to be considered in the event that he or she does not receive a majority of "for" votes of the votes cast "for" or "against" his or her candidacy. The Nominating/Corporate Governance Committee will then make a recommendation to the Board on whether to accept or reject the resignation or whether other action should be taken;

•	Director independence – 9 of the Company's 11 directors up for election are independent;

•	Presiding independent director – the Company's Corporate Governance Principles require a presiding independent director, tasked with specific responsibilities, to ensure independent oversight whenever the Chairman of the Board is not independent and to facilitate communication by shareholders and employees with non-management directors;

•	Director overboarding policy – directors may not serve on a total of more than five public company boards (including the Board);

•

Resignation on job change or new directorship – a director must submit a letter of resignation to the Nominating/Corporate Governance Committee on a change in employment and upon accepting a directorship with another public company (or any other organization that would require a significant time commitment). The Nominating/Corporate Governance Committee may then accept or decline such resignation;

•	Annual self-evaluation – the Company's independent directors participate in an annual assessment and evaluation of the workings and efficiency of the Board and each of the committees on which they serve, the results of which are discussed with the full Board;

•	Long-standing policies governing business and ethical conduct;

•	Commitment to corporate social responsibility; and

•	Leading compensation practices – see "Compensation of the CEO and Other Executive Officers–Compensation Discussion and Analysis–Executive Summary–Corporate Governance Best Practices" at PS-44.

•	Review and approval of the annual operating plan prepared by management;

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•	Monitoring of performance in comparison to the annual operating plan;

•	Review and approval of the Company's multi-year strategic plan prepared by management;

•	Consideration of topics of relevance to the Company's ability to carry out its strategic plan;

•	Selection and evaluation of, and determination of whether to retain or replace, the Company's CEO;

•	Participation in succession planning for the Company's other executive officers;

•	Review and approval of delegations of authority by which management carries out the day-to-day operations of the Company and its subsidiaries;

•	Review of management's enterprise risk assessment;

•	Review and, if appropriate, modification of Board committee charters;

•	Review and approval of the Company's policies or programs with respect to payment of dividends and the repurchase of common stock; and

•	Review and approval of significant actions by the Company.

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•	The full Board held six meetings. Attendance averaged 98% amongst all members.

•	The Audit Committee held ten meetings. Attendance averaged 93% amongst all members.

•	The Compensation Committee and its Stock Option Subcommittee held six meetings. Attendance averaged 97% amongst all members.

•	The Nominating/Corporate Governance Committee held six meetings. Attendance averaged 96% amongst all members.

•	The Finance Committee held six meetings. All members attended all meetings.

•	The Corporate Social Responsibility Committee held three meetings. All members attended all meetings.

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•	Appointing, compensating, retaining and providing oversight of the Company's independent registered public accounting firm retained to audit the Company's consolidated financial statements;

•	Reviewing the quality-control procedures and independence of the Company's independent registered public accounting firm and evaluating their proposed audit scope, performance and fee arrangements;

•	Approving in advance all audit and non-audit services to be rendered by the independent registered public accounting firm;

•	Reviewing the adequacy of the Company's system of internal accounting and financial controls;

•	Discussing the Company's earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;

•	Discussing guidelines and policies with respect to risk assessment and risk management;

•	Reviewing with the independent auditor any difficulties the auditor encountered in the course of its audit work, including any restrictions on the scope of the independent auditor's activities or on access to requested information, and any significant disagreements with management;

•	Setting clear hiring policies for employees or former employees of the independent auditor;

•	Establishing procedures for complaints regarding accounting, internal accounting controls or auditing matters; and

•	Conducting a review of our financial statements and audit findings in advance of filing, and reviewing in advance significant proposed changes in our accounting principles.

•	Reviewing and approving corporate goals and objectives relevant to the compensation of our CEO;

•	Evaluating our CEO's performance in light of those corporate goals and objectives;

•	Determining and approving our CEO's compensation level based on such evaluation;

•	Making recommendations to the Board with respect to the compensation of our other executive officers, including compensation under incentive and equity-based plans;

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•	Reviewing and approving remuneration arrangements for executive officers;

•	Making awards to executive officers under the Company's compensation plans, including equity-based plans;

•	Considering the expressed view of shareholders on executive compensation matters, including shareholder proposals and advisory votes, and considering communications with proxy advisory firms and related matters; and

•	Assessing on an annual basis potential material risks to the Company from its compensation programs and plans.

•	attending Compensation Committee meetings;

•	meeting with the Compensation Committee without management present;

•	providing third-party data, advice and expertise on proposed executive compensation awards and plan design (see "Compensation of the CEO and Other Executive Officers–Compensation Discussion and Analysis–Competitive Compensation Analysis - No Benchmarks" at PS-47);

•	reviewing materials prepared by management and advising the Compensation Committee on the matters included in these materials, including the consistency of proposals with the Compensation Committee's compensation philosophy and comparisons to programs at other companies; and

•	preparing its own analysis of compensation matters, including positioning of programs in the competitive market and the design of plans consistent with the Compensation Committee's compensation philosophy.

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•	Policies on the composition of the Board;

•	Criteria for the selection of nominees for election to the Board;

•	Nominees to fill vacancies on the Board;

•	Nominees for election to the Board;

•	Corporate governance principles applicable to the Company;

•	Non-management director compensation; and

•	Management performance and succession planning.

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•	92nd Street Y: merchandise grants of $950 (Mr. May is an Honorary Director).

•	Fish Family Foundation: $10,000 cash contribution to support the Japanese Women's Leadership Initiative and merchandise grants of $135 (Mr. Fish is a Trustee).

•	Partnership for New York City: $15,000 annual dues contributions (Mr. May is a member of the Executive Committee).

•	Paul Taylor Dance Company: merchandise grants of $1,850 (Mr. Shutzer is a Trustee).

•	Prep for Prep: merchandise grants of $2,600 (Mr. Shutzer is a Trustee).

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Whitney Museum of American Art (the "Whitney"): $1,000,000 sponsorship payment pursuant to the terms of the sponsorship agreement entered into between Tiffany and the Whitney in February 2015. Pursuant to the terms of the sponsorship agreement Mr. Cumenal was proposed for election, and was subsequently elected, to the Board of Trustees of the Whitney. Mr. Cumenal served on the Board of Trustees of the Whitney during Fiscal 2016 and resigned as a Trustee effective February 10, 2017 in connection with his departure as CEO.

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a)	Tax fees consist of fees for tax compliance and tax consulting services. These fees include tax compliance fees of $947,300 for the year ended January 31, 2017 and $1,090,500 for the year ended January 31, 2016.

b)	All other fees consist primarily of the Sustainability Assurance procedures, Kimberley Process Agreed Upon Procedures and costs for research software for the years ended January 31, 2017 and January 31, 2016.

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•	Cash severance in the amount of $1,909,387;

•	Payment of his short-term incentive award for Fiscal 2016 based on actual performance, as determined by the Committee in accordance with the targets and guidelines established at the beginning of the performance period. For information concerning the payout of this award, see below under "2016 Incentive Compensation"; and

•	Payment of the cost of one year of continued health care coverage.

•	All stock option awards that were vested but unexercised as of the termination of his employment – which ordinarily would have expired three months after the termination date – will remain exercisable until February 10, 2018 (the one-year anniversary of his termination of employment);

•	The unvested portions of stock option awards granted to Mr. Cumenal in September 2013, January 2014, January 2015 and January 2016 that were scheduled to vest in Fiscal 2017, and that ordinarily

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•

Performance-based restricted stock units granted to Mr. Cumenal in January 2015, which otherwise would have been forfeited upon the termination of his employment, will continue to vest according to their terms. The payout of this award to Mr. Cumenal – which will remain contingent upon pre-established performance goals that were not amended in any respect – will be pro-rated to reflect Mr. Cumenal's employment during the performance period. In addition, the Committee may only exercise its discretion to reduce the amount of the award to be vested if the reduction applies to the executive officers generally.

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•

New performance metric for annual incentive awards: net sales growth on a constant currency basis. To support the Company's strategy to accelerate sales growth, the Committee added growth in annual net sales, on a constant-exchange-rate basis that excludes the effect of translating foreign-currency-denominated sales into U.S. dollars (see Appendix I at PS-105), as a performance metric for annual incentive awards (such metric, "Constant Currency Sales Growth"). The Committee believes that Constant Currency Sales Growth serves as an appropriate measure of the success of product initiatives, as well as other initiatives to enhance brand positioning and the overall customer experience. Constant Currency Sales Growth goals will be weighted 20%, while operating earnings and individual factors will be weighted 60% and 20%, respectively. The performance weighting of metrics for the annual incentive awards granted in January 2017, compared to those for annual incentive awards granted in January 2016, are shown below.

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New performance metric for performance-based restricted stock units: operating cash flow. To incentivize execution of the Company's strategy to maximize cash flow through inventory management, cost-reducing procurement initiatives and systems and process enhancements, the Committee added operating cash flow as a performance metric for PSUs in lieu of the ROA modifier used in prior years. Operating cash flow goals will be weighted 20% and EPS goals will be weighted 80% (reduced from 100% in the prior year). The performance metrics for the PSUs granted in January 2017, compared to those for the PSUs granted in January 2016, are shown below.

•	Summary of performance metrics for short-term and long-term incentives. The new performance metrics for short-term and long-term incentive compensation, and the strategic objectives to which they are linked, are summarized below.

•

Addition of time-vesting restricted stock units. Time-vesting restricted stock units ("RSUs") were added to the long-term incentive compensation provided to senior executive officers other than the Chief Executive Officer ("CEO") and executives with the title of Executive Vice President (which currently includes only the Chief Financial Officer ("CFO")). The NEOs affected by this change will receive 25% of their long-term incentive compensation in the form of RSUs, 25% in the form of stock options (reduced from 50% in past years), and 50% in the form of PSUs (unchanged from past years). The addition of RSUs is designed to balance the Company's objectives of attracting and retaining key talent with incentivizing performance. The CEO and the CFO will continue to receive 50% of their long-term incentives in the form of stock options, and 50% in the form of PSUs, as the Committee believes that executives in these positions have the greatest direct influence on achievement of financial performance metrics

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Other changes to grant terms. RSUs and PSUs will be credited with dividend equivalent units that will be converted into shares (with fractional units being paid out in cash) upon vesting of the underlying stock units. This change is designed to permit executives to participate in total shareholder return, in alignment with the interests of shareholders, and supports the balanced consideration of share repurchases and dividend payments in capital allocation decisions.

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In the event of an executive's voluntary retirement at age 65 (or age 55 with 10 years of service), or involuntary termination without cause following at least 10 years of service as an executive, stock options and PSUs granted at least six months prior to retirement or termination will continue to vest in accordance with their terms, and the exercise period applicable to vested options will be five years (not to exceed the original expiration date). For grants made in the prior fiscal year, retirement resulted in forfeiture of unvested stock options, the application of a two-year exercise period to any vested stock options (not to exceed the expiration date), and continued pro rata vesting of PSUs; while involuntary termination without cause resulted in forfeiture of unvested stock options, application of a three-month exercise period to any vested options (not to exceed the expiration date), and Committee discretion to permit continued pro rata vesting of PSUs. These changes — the benefits of which are subject to compliance with restrictive covenants — were made to advance the Company's goals of attracting and retaining talent and ensuring executives remain focused on the Company's long-term performance.

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•	A three-year strategic plan that balances financial and "brand stewardship" objectives (see below); and

•	An annual operating plan for the fiscal year.

•	To attract, motivate and retain the management talent necessary to develop and execute both the annual operating plan and the strategic plan;

•	To reward achievement of short- and long-term financial goals; and

•	To link management's interests with those of the shareholders.

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•	Has not set a "benchmark" to such data for any executive officer, although it does look to see if the Company's total executive compensation program falls between the 25th and 75th percentile of competitive data;

•	Does not rely exclusively on compensation surveys or publicly available compensation information when it determines the compensation of individual executive officers; and

•	Also considers those factors described above in "Compensation Evaluation Process."

•	base salary;

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•	target short-term incentive;

•	target total cash compensation (salary plus target short-term incentive);

•	target long-term incentive;

•	target total direct compensation (target total cash compensation plus target long-term incentive); and

•	target total compensation (target total direct compensation plus all other compensation, above market interest on deferred compensation and change in pension value).

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•	Towers Watson Retail Survey;

•	Towers Watson General Industry Survey; and

•	Hay Group Luxury Retail Survey.

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•	PSUs reward executives for meeting key financial goals that are important to the long-term performance of the Company, even if the achievement of those goals is not necessarily reflected in the share price as the market does not always respond to earnings growth in a predictable manner.

•	Stock options reward executives for increases in stock price and provide returns aligned with those of shareholders, whether or not performance goals have been met. This balances an inherent challenge associated with PSUs, as non-controllable and highly variable external factors affect the Company's performance and make it difficult to establish appropriate strategic performance goals.

•	RSUs support talent attraction and retention objectives.

•	for PSUs and RSUs, using the higher of (i) the simple arithmetic mean of the high and low sale price of the Company's common stock on the New York Stock Exchange on the grant date or (ii) the closing price on such Exchange on the grant date; and assuming that PSUs will vest at the target value described under "Performance-Based Restricted Stock Unit Grants" below; and

•	for stock options, on the basis of the Black-Scholes model.

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EPS was selected as a performance metric to reward earnings growth and incentivize execution of the Company's strategic plans relating to sales growth, margin expansion, network optimization and efficient capital allocation. This metric also aligns with shareholder interest, as the Committee believes the Company's stock price over the long term is primarily driven by growth in EPS. EPS goals are measured on a diluted basis and calculated on a cumulative basis for the three-year performance period.

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Operating cash flow was added as a performance metric in January 2017, in lieu of the ROA modifier used in prior years, to reward cash flow generation from operations through measures such as inventory management, procurement initiatives intended to reduce costs, and systems and process enhancements. Operating cash flow goals are also calculated on a cumulative basis for the three-year performance period. The target goal is expressed as a range.

•	The EPS and operating cash flow goals were set by the Committee with reference to the Company's strategic plan as approved by the Board.

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The EPS and operating cash flow threshold, target and maximum goals, and the corresponding percentage of target shares to be paid out at the end of the performance period (if any), are shown below. In evaluating achievement of performance goals, the Committee is permitted under the 2014 Employee Incentive Plan to exclude certain events. See "Short-Term Incentives–Permissible Adjustments to Evaluation of Performance" at PS-54.

•	Notwithstanding the above guidance, the Committee has retained the discretion to vest the maximum number of PSUs granted, or reduce the number to vest from the maximum to any number down to zero, provided that either the EPS or operating cash flow threshold is met.

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•	All stock option awards that were vested but unexercised as of the termination of his employment – which would ordinarily have expired three months after that date – will remain exercisable until February 10, 2018;

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The unvested portions of stock option awards granted in September 2013, January 2014, January 2015, and January 2016 that were scheduled to vest in Fiscal 2017 (a total of 36,523, 11,000, 35,250 and 57,743 stock options, respectively), and that ordinarily would have been forfeited upon the termination of his employment, vested as of March 14, 2017, and will remain exercisable until February 10, 2018; and

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A maximum number of 71,000 PSUs granted to Mr. Cumenal in January 2015, which otherwise would have been forfeited upon his termination date, will continue to vest according to their terms. The payout of this award to Mr. Cumenal – which will remain contingent upon pre-established performance goals that were not amended in any respect – will be pro-rated to reflect Mr. Cumenal's employment during the performance period. Pursuant to the terms of the separation agreement, the Committee may only exercise its discretion to reduce the amount of the award to be vested if the reduction applies to the executive officers generally.

•	The benefits described above are contingent on Mr. Cumenal's continued compliance with his obligation to provide transition and litigation assistance, and with his confidentiality, no-hire and non-solicitation restrictive covenants.

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•	no more than 50% of the net shares deemed issued as a consequence of any vesting or exercise of an equity award;

•	under circumstances constituting a financial hardship, as so determined by the Board; or

•	pursuant to a qualified domestic relations order.

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•	will increase the value of the Company to a potential acquirer that requires delivery of an intact management team;

•	will help to keep management in place and focused should any situation arise in which a Change in Control looms but is not welcome or agreement has not yet been reached;

•	are a prudent defense to the possibility that one or more senior executive officers might retire or take a competing job offer during a time of transition; and

•	are not overly generous.

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•	a share acquisition resulting in a person, syndicate or group beneficially owning 35% or more of the voting power of the Company;

•	incumbent directors (including those appointed or nominated by incumbent directors) cease to be a majority of the Board;

•	a corporate transaction, such as a merger, in which the shareholders prior to the transaction do not thereafter own more than 50% of the voting power of the resulting company's shares; and

•	a sale of 50% or more of the consolidated assets of the Company or its subsidiaries.

•	Term: Sequential one-year terms following an initial term;

•	Initial compensatory terms related to base salary, short-term incentive award and long-term incentive award, a sign-on equity grant and a one-time relocation award;

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Deferred compensation: Credit of $365,000 per year, subject to cost of living adjustments, for the first 10 years of employment to an interest-bearing account for retirement. Mr. Cumenal became fully vested in this account after three years of employment. Together with the sign-on equity awards, these payments were intended as "make whole" payments for significant long-term pension benefits Mr. Cumenal forfeited at his prior employer;

•	French pension scheme payments: Payment of approximately $75,000 annually for the benefit of Mr. Cumenal's account with certain French social security and pension schemes. This payment was intended to avoid loss of Mr. Cumenal's accruals under those schemes;

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Severance absent a Change in Control - Applicable in the event of termination without Cause or resignation for Good Reason, including Tiffany's refusal to extend the term: $605,000, subject to increase based on annual cost of living adjustments; base salary for the balance of the term (minimum of one year); any unpaid short-term incentive award for the last completed fiscal year; and continuation of medical and dental benefits for one year;

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•	Severance payments and other benefits following a Change in Control - Certain payments and other benefits applicable in the event of termination without Cause or resignation for Good Reason, including Tiffany's refusal to extend the term; and

•	Absent termination with cause or for disability, upon termination of employment, Tiffany would pay an additional $200,000 if it wished Mr. Cumenal to continue to comply with non-competition covenants.

•	Initial Base Salary: $850,000 per year;

•	Initial Target Annual Incentive Award (beginning in Fiscal 2017): 80% of base salary;

•	Initial Target Long-term Incentive Award (beginning in Fiscal 2017): 250% of base salary;

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One-time sign-on awards of (i) RSUs equal in value to $2,000,000 on the grant date, to vest in equal installments on the first, second and third anniversary of the grant date; (ii) stock options equal in value to $2,000,000 on the grant date, to vest in equal installments on the first, second and third anniversary of the grant date; and (iii) a $750,000 cash sign-on bonus, and an additional cash payment of $750,000 as reimbursement for the repayment of a sign-on award to his prior employer, both of which are subject to recoupment pursuant to a schedule in the event of resignation without good reason or termination with cause on or before January 31, 2020; and

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Severance benefits, absent a Change in Control, in the event of termination without Cause or resignation for Good Reason prior to the second year anniversary of hire: one year of base salary; any unpaid short-term incentive award for the last completed fiscal year (or if the last completed fiscal year is Fiscal 2016, the unpaid portion of the cash sign-on bonus); pro-rated short-term incentive award for the current year (calculated based on actual corporate results and as if individual achievement goals had been met at target or, if the termination or resignation occurs in Fiscal 2016, then a pro-rated portion of the cash sign-on bonus); plus reimbursement of continued health coverage for one year.

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•	loss of certain benefits under the nonqualified retirement plans;

•	loss of all rights under stock options, RSUs and PSUs (whether or not vested); and

•	mandatory repayment of all proceeds from stock options exercised or RSUs or PSUs vested during a period beginning six months before termination and throughout the duration of the non-competition covenant.

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1	Mr. Cumenal held the role of Chief Executive Officer from April 1, 2015 to February 5, 2017.

2	Mr. Erceg assumed responsibilities as Executive Vice President - Chief Financial Officer on October 18, 2016. Mr. Nicoletti held this role from April 2, 2014 to May 20, 2016.

3	Mr. Bellaiche assumed responsibilities as Senior Vice President - Strategy and Business Development on June 2, 2014, and was designated an executive officer of the Company on April 1, 2015.

4	Mr. Galtie assumed responsibilities as Senior Vice President - International on August 17, 2015, and was not an NEO for Fiscal 2015.

(a)	Salary. Salary amounts include amounts deferred at the election of the executive under the Deferral Plan and under the 401(k) Plan. Amounts deferred to the Deferral Plan are also shown in the "Nonqualified Deferred Compensation Table" at PS-88.

(b)

Bonus. Bonus amounts include amounts deferred at the election of the executive under the Deferral Plan and under the 401(k) Plan. Bonus amounts are earned in the fiscal year ended January 31 and paid as soon as reasonably practicable following the March meeting of the Committee, at which the Committee determines the payout of short-term incentive awards. Annual incentive awards granted to NEOs are granted pursuant to the 2014 Employee Incentive Plan and paid only if objective performance goals are met, and accordingly appear in the column headed "Non-Equity Incentive Plan Compensation."

(c)

Stock Awards. Except to the extent otherwise noted below in this note, amounts shown represent the dollar amount of the grant date fair value of the stock unit award calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation ("Codification Topic 718"), disregarding any estimates of forfeitures related to service-based vesting conditions, for the fiscal year in which the award was granted. The amounts shown for Fiscal 2016 include grants of PSUs (and, where applicable, RSUs) made in January 2017, and the amounts shown for the prior fiscal years likewise include grants made in January of the applicable fiscal year. The amounts shown are based on the assumption that applicable performance targets for the three-year performance period established by the Committee for each respective grant of PSUs will

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(d)	Option Awards. Amounts shown represent the dollar amount of the grant date fair value of the stock option award (which includes the grants made on January 19, 2017) calculated in accordance with Codification Topic 718 for the fiscal year in which the award was granted, disregarding any estimates of forfeitures related to service-based vesting conditions.

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(e)

Non-Equity Incentive Plan Compensation. This column reflects cash short-term incentive awards under the 2005 Employee Incentive Plan or 2014 Employee Incentive Plan. These awards are earned in the fiscal year ended January 31 and are paid on the basis of achieved performance goals after the release of the Company's financial statements for the fiscal year. (For a description of the performance goals, see "Discussion of Summary Compensation Table and Grants of Plan-Based Awards–Non-Equity Incentive Plan Awards" at PS-75.) This column includes amounts deferred at the election of the executive under the Deferral Plan. Amounts so deferred are also shown in the Nonqualified Deferred Compensation Table.

(f)

Change in Pension Value and Nonqualified Deferred Compensation Earnings. This column represents the aggregate change, over the course of the fiscal year, in the actuarial present value of the executive's accumulated benefit under all defined benefit plans. This column does not include earnings under the Deferral Plan because it does not pay above-market or preferential earnings on compensation that is deferred.

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(g)	All Other Compensation. The table below shows a detailed description of all other compensation paid to the NEOs. In addition to the payments reported below, executive officers are from time to time permitted to borrow merchandise for their personal use to support the Company's marketing efforts.

(i)	This amount reflects the benefit paid under the defined contribution retirement benefit ("DCRB") feature of the 401(k) Plan. Messrs. Cumenal and Nicoletti forfeited a portion of these benefits upon their departures from the Company. See Note (b) under "Note to Nonqualified Deferred Compensation Table" at PS-88.

(ii)

For Mr. Cumenal, the amount reported as "other compensation" for Fiscal 2016 represents: defined contribution to certain French social security and pension schemes ($80,046); payment to a special retirement account ($462,834); and payment towards tax preparation consultation services ($18,922). Please see the discussion of Mr. Cumenal's employment agreement and compensation paid thereunder under "Other Employment Agreements or Severance Plans for Named Executive Officers–Frederic Cumenal Employment Agreement" at PS-63.

(iii)

For Mr. Cumenal, the amount reported as "other compensation" for Fiscal 2015 represents: defined contribution to certain French social security and pension schemes ($75,017); payment towards tax preparation consultation services ($22,895); and payment to a special retirement amount ($407,688). (The amount of the payment to the special retirement account differs from the amount reported for this payment in the Proxy Statement for Fiscal 2015 ($406,757) due to the use of updated interest rates and cost of living adjustments.)

(iv)

For Mr. Cumenal, the amount reported as "other compensation" for Fiscal 2014 represents: defined contribution to certain French social security and pension schemes ($84,655); payment towards tax preparation consultation services ($23,890); and payment to a special retirement amount ($401,316). (The amount of the payment to the special retirement account differs from the amount reported for this payment in the Proxy Statements for Fiscal 2014 and Fiscal 2015 ($435,291) due to the use of updated interest rates and cost of living adjustments.)

(v)

For Mr. Erceg, the amount reported as "other compensation" for Fiscal 2016 represents relocation expenses ($56,986), and a one-time cash payment of $750,000 to reimburse Mr. Erceg for his repayment of a prior sign-on bonus, each of which was contemplated in the offer letter extended to him. For a more detailed discussion of Mr. Erceg's compensatory arrangements, see "Other Employment Agreements or Severance Plans for Named Executive Officers–Mark J. Erceg Offer Letter" at PS-64.

(vi)	For Mr. Nicoletti, the amount reported as "other compensation" for Fiscal 2014 reflects relocation expenses incurred by Mr. Nicoletti in his relocation to New York in connection with his commencement of employment with the Company.

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(vii)	For Mr. Bellaiche, the amount reported as "other compensation" for Fiscal 2015 reflects the second installment of a one-time sign-on cash bonus in connection with his recruitment in 2014. For a more detailed discussion of Mr. Bellaiche's compensatory arrangements, see "Discussion of Summary Compensation Table and Grants of Plan-Based Awards–Jean-Marc Bellaiche Compensatory Arrangement" at PS-78.

(viii)	For Ms. Cloud, the amount reported as "other compensation" for Fiscal 2015 reflects a payment made pursuant to a Company travel policy.

(ix)

For Mr. Galtie, the amount reported as "other compensation" for Fiscal 2016 represents: defined contribution to certain French social security and pension schemes ($106,354) and relocation costs provided in the offer letter extended to him ($42,857). For a more detailed discussion of Mr. Galtie's compensatory arrangements, see "Discussion of Summary Compensation Table and Grants of Plan-Based Awards–Philippe Galtie Compensatory Arrangement" at PS-78.

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(a)	All grants shown above for Mr. Cumenal were forfeited upon his departure in February 2017. Mr. Nicoletti was granted no plan-based awards during Fiscal 2016 due to his departure in May 2016.

(b)	All grants shown above for Mr. Cumenal were forfeited upon his departure in February 2017. Mr. Nicoletti was granted no plan-based awards during Fiscal 2016 due to his departure in May 2016.

(c)	The exercise price of all options was the closing price of the underlying shares on the New York Stock Exchange on the grant date.

(d)

The grant date fair value of each stock option award was computed in accordance with Codification Topic 718 for the fiscal year in which the award was granted, disregarding any estimates of forfeitures related to service-based vesting conditions. The grant date fair value of each PSU award was computed assuming that the EPS target and operating cash flow target were each met at 100%, resulting in vesting of the target number of shares. For additional information regarding PSU awards, see the table titled "Outstanding Equity Awards at Fiscal Year-End" at PS-80. The amount reported for the RSUs shown represents the grant date fair value of those grants.

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•	In Fiscal 2015, the Company's consolidated operating earnings exceeded the threshold established by the Committee, and short-term incentive awards were paid out at 75% of the target amount, on average.

•	In Fiscal 2014, the Company's consolidated operating earnings, exceeded the threshold established by the Committee, and short-term incentive awards were paid out at 101% of the target amount, on average.

•	Stock units included in the grant ("Units") are exchanged on a one-to-one basis for shares of the Company's common stock if the Units vest.

•	Vesting is determined at the end of a three-year performance period.

•

No Units vest if the executive voluntarily resigns (unless for retirement, as described below) or is terminated for cause during the three-year performance period, although partial vesting is provided for in cases of termination for death or disability (or, if such death or disability occurs in the final year of the performance period, then full vesting will occur, subject to performance conditions).

•

PSUs granted in January 2017 continue to vest upon retirement, subject to compliance with applicable restrictive covenants, though payout remains contingent on the extent to which pre-established performance goals have been achieved. PSUs granted in January 2015 and January 2016 similarly continue to vest upon retirement, but on a pro-rated basis reflecting the portion of the performance period worked. PSUs granted in January 2014 are forfeited upon retirement.

•	In the event of an executive's involuntary termination without cause following at least 10 years of service, PSUs granted in January 2017, if granted at least six months prior to such termination, will continue to vest, though payout again remains contingent on attainment of performance goals, and is further subject to compliance with

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•	PSUs granted in January 2017 accrue dividend equivalent units that will only be paid out upon vesting of the underlying Units, if any. No dividend equivalent units are paid or accrued on PSUs granted prior to January 2017, and no dividends are paid on any PSUs.

•	Vesting of PSUs (for reasons other than those described above or upon a Change in Control) is dependent upon achievement of one or more threshold performance goals established by the Committee within 90 days of the start of the performance period.

•	Under no combination of circumstances will vesting occur for more than the number of Units granted (twice the number of target Units).

•	The EPS considered for Fiscal 2014 excluded a charge of approximately $60.9 million related to the redemption of certain senior notes prior to their scheduled maturities.

•	The EPS considered for Fiscal 2015 excluded $29.9 million associated with impairment charges related to a financing arrangement with Koidu Limited and expenses associated with specific cost-reduction initiatives.

•	The EPS considered for Fiscal 2016 excluded $24.0 million associated with impairment charges related to capitalized software development costs and loans to diamond mining companies.

•	Termination of employment for cause (immediately upon termination);

•	Voluntary resignation, other than for retirement (three months after termination);

•	Retirement (for stock options granted in January 2017, five years after retirement provided certain circumstances are met; for prior grants, two years after retirement);

•	Involuntary termination without cause following 10 years of service (for stock options granted in January 2017, five years after retirement provided certain circumstances are met; for prior grants, three months after retirement); or

•	Death or disability (two years after the event).

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•	executive officers own whole life policies on their own lives;

•	the death benefit is three times annual base salary and target short-term incentive award;

•	the Company pays the premium on such policies in an amount sufficient to accumulate cash value;

•	premiums are calculated to accumulate a target cash value at age 65;

•	the target cash value will allow the policy to remain in force after age 65 without payment of further premiums with a death benefit equivalent to twice the executive officer's ending annual base salary and target short-term incentive award;

•	the amount of the premiums paid by the Company is taxable income to the executive officer; and

•	the Company does not pay any additional amounts to offset the income tax attributable to the premiums paid on behalf of the executives.

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•	Initial Base Salary: $750,000 per year;

•	Initial Target Annual Incentive Award: $525,000 (70% of Base Salary);

•	Initial Target Long-term Incentive Award: $1,500,000 (200% of Base Salary);

•	One-time sign-on award of RSUs equal in value to $1,500,000, to vest in full on the third anniversary of the grant date; and

•	Relocation benefits in support of Mr. Nicoletti's relocation for the role.

•	Initial Base Salary: $750,000 per year;

•	Initial Target Annual Incentive Award: 60% of base salary;

•	Initial Target Long-term Incentive Award: 150% of base salary;

•

One-time sign-on awards of (i) RSUs equal in value to $562,500, to vest in equal installments on the first, second and third anniversary of the grant date; (ii) stock options equal in value to $562,500, to vest in equal installments on the first, second and third anniversary of the grant date; and (iii) a $900,000 cash bonus, half of which was to be paid within 30 days of his date of hire, and the remaining half on or about April 1, 2015, such bonus being subject to recoupment in the event of resignation without Good Reason or termination with Cause on or before January 31, 2016; and

•

Severance benefits, absent a change in control, in the event of termination without Cause or resignation for Good Reason prior to the second year anniversary of hire (a period that has since expired): one year of base salary; any unpaid short-term incentive award for the last completed fiscal year; pro-rated short-term incentive award for the current year (calculated at target); plus reimbursement of continued health coverage for one year.

•	Initial base salary: $500,000 per year;

•	Initial Target Annual Incentive Award: 50% of base salary;

•	Initial Target Long-term Incentive Award: 150% of base salary;

•	One-time sign-on awards of (i) RSUs equal in value to $375,000, to vest in equal installments on the first, second, third and fourth anniversary of the grant date; and (ii) stock options equal in value to $375,000, to vest in equal installments on the first, second, third and fourth anniversary of the grant date. Vesting of these awards is subject to conditions, including continued employment;

•	Severance benefits, absent a change in control, in the event of termination without Cause or resignation for Good Reason prior to the second year anniversary of hire: one year of base salary; any unpaid short-term incentive

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•	French pension scheme payments: payment of contributions for the benefit of Mr. Galtie's account with certain French social security and pension schemes. This payment is intended to avoid loss of Mr. Galtie's accrual under such schemes; and

•	Certain relocation costs.

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(a)

For all option grants shown, the grant date was 10 years prior to the expiration date shown. All options vest 25% per year over the four-year period following a grant date other than the option grants expiring September 19, 2023 (granted to Mr. Cumenal, which were scheduled to vest on a three-year cliff-vesting basis), July 16, 2024 (granted to Mr. Bellaiche, which vest in three equal installments) and November 16, 2026 (granted to Mr. Erceg, which vest in three equal installments).

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(b)

In this column, the number to the left of the slash mark indicates the number of shares on which the payout value shown in the column to the right was computed. See notes (e) through (p) below. The number to the right of the slash mark indicates the total number of shares that would vest upon attainment of all performance objectives at the maximum goal level over the three-year performance period.

(c)	This January 2014 grant of PSUs vested three business days following the date on which the Company's audited financial results for Fiscal 2016 were publicly reported.

(d)	This value has been computed at 27.46% of maximum based on Company EPS and ROA performance in Fiscal 2014, Fiscal 2015 and Fiscal 2016. The resulting value was computed on the basis of the closing stock price of $78.72 on January 31, 2017.

(e)

This January 2015 grant of PSUs will vest three business days following the date on which the Company's audited financial results for Fiscal 2017 are publicly reported. The grant shown for Mr. Cumenal became forfeitable upon his departure in February 2017. In March 2017, the terms of Mr. Cumenal's award were amended to provide for continued vesting following his departure. Payout of this award will remain contingent upon pre-established performance goals, will be pro-rated based on his employment during the performance period, and may only be reduced in the Committee's discretion if the reduction applies to the executive officers generally. See "Chief Executive Officer Transition–Frederic Cumenal Departure" at PS-39.

(f)

This value has been computed at 12.5% of maximum on the assumption that the EPS threshold is reached but not exceeded and the ROA target is not met (resulting in no ROA adjustment) for the performance period of Fiscal 2015 through Fiscal 2017. The resulting value was computed on the basis of the closing stock price of $78.72 on January 31, 2017. If the EPS and ROA targets are both met at 100% (again resulting in no ROA adjustment) for the respective performance period, the value would be computed at 50% of maximum, corresponding to an aggregate number of shares as follows: Mr. Bellaiche - 6,400 shares and Ms. Cloud - 6,500 shares.

(g)	This January 2016 grant of PSUs will vest three business days following the date on which the Company's audited financial results for Fiscal 2018 are publicly reported. The grant shown for Mr. Cumenal was forfeited upon his departure in February 2017.

(h)

This value has been computed at 12.5% of maximum on the assumption that the EPS threshold is reached but not exceeded and the ROA target is not met (resulting in no ROA adjustment) for the performance period of Fiscal 2016 through Fiscal 2018. The resulting value was computed on the basis of the closing stock price of $78.72 on January 31, 2017. If the EPS and ROA targets are both met at 100% (again resulting in no ROA adjustment) for the respective performance period, the value would be computed at 50% of maximum, corresponding to an aggregate number of shares as follows: Mr. Bellaiche - 9,102 shares, Ms. Cloud - 8,496 shares and Mr. Galtie - 6,979 shares.

(i)	This January 2017 grant of PSUs will vest three business days following the date on which the Company's audited financial results for Fiscal 2019 are publicly reported. The grant shown for Mr. Cumenal was forfeited upon his departure in February 2017.

(j)

This value has been computed at 10% of maximum on the assumption that the EPS and operating cash flow thresholds are reached but not exceeded. The resulting value was computed on the basis of the closing stock price of $78.72 on January 31, 2017. If the EPS and operating cash flow targets are both met at 100%, the value would be computed at 50% of maximum, corresponding to an aggregate number of shares as follows: Mr. Erceg - 13,411 shares, Mr. Bellaiche - 7,289 shares, Ms. Cloud - 6,974 shares and Mr. Galtie - 6,153 shares.

(k)	This one-time RSU award, granted to Mr. Cumenal in September 2013 in connection with his promotion to President, vested in full pursuant to its terms upon his departure in February 2017.

(l)	The value was computed on the basis of the Company's closing stock price of $78.72 on January 31, 2017.

(m)	This one-time RSU award, granted to Mr. Erceg in November 2016 in connection with his recruitment, vests in equal installments over a three-year period ending November 16, 2019. The number of shares shown is the portion of the award that had not vested as of January 31, 2017.

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(n)	All outstanding grants to Mr. Nicoletti were forfeited upon his departure, effective May 20, 2016.

(o)	This one-time RSU award, granted to Mr. Bellaiche in July 2014 in connection with his recruitment, vests in equal installments over a three-year period ending July 16, 2017. The number of shares shown is the portion of the award that had not vested as of January 31, 2017.

(p)	This January 2017 grant of RSUs will vest in equal installments over a four-year period ending January 19, 2021. The number of shares shown is the portion of the award that had not vested as of January 31, 2017.

(q)	This one-time RSU award, granted to Mr. Galtie in September 2015 in connection with his recruitment, vests in equal installments over a four-year period ending September 16, 2019. The number of shares shown is the portion of the award that had not vested as of January 31, 2017.

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(a)	Only executive officers hired prior to January 1, 2006 are eligible for participation in the Pension Plan, Excess Plan, and Supplemental Plan. Messrs. Cumenal, Erceg, Nicoletti, Bellaiche and Galtie accordingly do not participate in these plans.

(b)	The formal names of the plans are: the Tiffany and Company Pension Plan ("Pension Plan"), the 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits and the 1994 Tiffany and Company Supplemental Retirement Income Plan.

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•	it is a "tax-qualified" plan, that is, it is designed to comply with those provisions of the Internal Revenue Code applicable to retirement plans;

•	it is a "funded" plan (money has been deposited into a trust that is insulated from the claims of the Company's creditors);

•	it is available at no cost to U.S. employees hired by Tiffany before January 1, 2006;

•	executive officers hired before January 1, 2006 are participants;

•	benefits vest after five years of service;

•	benefits are based on the participant's average final compensation and years of service;

•	benefits are subject to Internal Revenue Code limitations on the total benefit and the amount that may be included in average final compensation; and

•	benefits are not offset by Social Security.

•	it is not a qualified plan and is not subject to Internal Revenue Code limitations;

•	it is not funded (benefits are paid out of the Company's general assets, which are subject to the claims of the Company's creditors);

•	it is available only to officers and other select management employees whose benefits under the Pension Plan are affected by Internal Revenue Code limitations, including executive officers who participate in the Pension Plan;

•	it uses the same retirement benefit formula as is set forth in the Pension Plan, but includes in average final compensation earnings that are excluded under the Pension Plan due to Internal Revenue Code Limitations;

•	benefits are offset by benefits payable under the Pension Plan;

•	benefits are not offset by benefits payable under Social Security;

•	benefits vest after five years of service;

•	benefits are subject to forfeiture if employment is terminated for cause;

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•	for those who leave Tiffany prior to age 65, benefits are subject to forfeiture for failure to execute and adhere to non-competition and confidentiality covenants;

•	benefits are payable upon the later of the participant's separation from service, as defined under the plan, or attainment of age 55; and

•	participants will not receive any distribution from the plan until six months following separation from service.

•	it is not a qualified plan and is not subject to Internal Revenue Code limitations;

•	it is not funded (benefits are paid out of the Company's general assets, which are subject to the claims of the Company's creditors);

•	it is available only to executive officers hired before January 1, 2006;

•	it uses a different benefit formula than that used by the Pension Plan and the Excess Plan;

•	benefits are offset by benefits payable under the Pension Plan and the Excess Plan;

•	benefits are offset by benefits payable under Social Security;

•

benefits do not vest until the executive attains age 65 while employed, or age 55 if he or she has provided 10 years of service (benefits will vest earlier on a termination from employment following a change in control - see "Potential Payments on Termination or Change in Control–Explanation of Potential Payments on Termination following a Change in Control–Definition of a Change in Control" at PS-94);

•	benefits are subject to forfeiture if employment is terminated for cause;

•	for those who leave Tiffany prior to age 65, benefits are subject to forfeiture for failure to execute and adhere to non-competition and confidentiality covenants; and

•	participants will not receive any distribution from the plan until six months following separation from service as defined under the plan.

(a)

The formula for benefits under the Pension and Excess Plans is a function of years of service and covered compensation (subject to Internal Revenue Code limitations in the case of the Pension Plan) and not any specific percentage of the participant's average final compensation (see above). A retiree with less than 10 years of service would not receive any benefit under the Supplemental Plan but could expect to receive a benefit of approximately 13% of average final compensation under the Pension and Excess Plans.

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•	For retirement between age 60 and age 65, the executive's age at early retirement is subtracted from 65; for each year in the remainder, the benefit is reduced by five percent;

•	Thus, for retirement at age 60 the reduction is 25%;

•	For retirement between age 55 and age 60, the reduction is 25% plus an additional three percent for each year by which retirement age precedes age 60.

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(a)	This column includes amounts that are also included in the amounts shown in the columns headed "Salary" or "Non-Equity Incentive Plan Compensation" in the Summary Compensation Table at PS-68.

(b)

Under the terms of the Deferral Plan, and as noted under "Registrant Contribution in Last Fiscal Year" in the table above, Messrs. Cumenal, Nicoletti and Bellaiche received Excess DCRB Contributions of $72,952, $30,397 and $31,847, respectively, in Fiscal 2016. As of January 31, 2017, Mr. Cumenal was vested in 80% of the total Excess DCRB Contributions credited to him, based on his years of service; following his departure in February 2017, the vested amount of his aggregate balance, totaling $157,772, became payable to him in accordance with the form of payment he elected, and the remainder was forfeited. Mr. Nicoletti was vested in 20% of the total Excess DCRB Contributions credited to him; upon his departure in May 2016, the vested amount of his aggregate balance, totaling $8,029, was distributed to him, and the remainder was forfeited. Mr. Bellaiche is vested in 20% of the total Excess DCRB Contributions credited to him. See "Excess DCRB Feature of the Deferral Plan" below.

(c)	Amounts shown in this column are not reported as compensation in the Summary Compensation Table because the Deferral Plan does not pay above-market or preferential earnings on compensation that is deferred.

(d)	Amounts shown in this column include amounts that were reported as compensation in the Summary Compensation Table to the extent that such amounts were contributed by the executive but not to the extent that such amounts represent earnings. See Note (c) above.

•	Participation is open to directors and executive officers of the Company as well as other vice presidents and "director-level" employees of Tiffany;

•	Directors of the Company may defer all of their cash compensation;

•	Employees may defer up to 50% of their salary and up to 90% of their short-term cash incentive or bonus compensation;

•	Other than the Excess Defined Contribution Retirement Benefits available to individuals who do not participate in the Company's defined benefit pension plan, the Company makes no contribution to the plan;

•	The Company guarantees no specific return on contributions under the plan;

•	Deferrals are placed in a trust that is subject to the claims of Tiffany's creditors;

•	The value in the participant's account depends on the return on investments in various mutual funds that may be selected by the participant;

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•	Deferrals may be made to a retirement account and to accounts which will pay out on specified "in-service" dates;

•	Participants must elect to make deferrals in advance of the period during which the deferred compensation is earned;

•	Retirement accounts pay out in 5, 10, 15 or 20 annual installments after retirement as elected in advance by the participant;

•	Except in the case of previously elected "in-service" payout dates, participants are not allowed to withdraw funds while they remain employed other than for unforeseeable emergencies and then only with the permission of the Board;

•	Termination of services generally triggers a distribution of all account balances other than, in the case of retirement or disability, retirement balances; and

•	Most participants, including all executive officers, will not receive any distribution from the plan until six months following termination of services.

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(a)

Prior to his departure, Mr. Cumenal was, and Messrs. Erceg and Galtie currently are, entitled to certain severance benefits in the event of involuntary termination, without cause, in the absence of a change in control. For a summary of these arrangements, see "Other Employment Agreements or Severance Plans for Named Executive Officers–Frederic Cumenal Employment Agreement," and "–Mark J. Erceg Offer Letter" at PS-63 and PS-64 and "Discussion of Summary Compensation Table and Grants of Plan-Based Awards–Philippe Galtie Compensatory Arrangement" at PS-78.

(b)	The terms applicable to the one-time award of time-vesting restricted stock units made to Mr. Cumenal on September 19, 2013 (12,419), with respect to his promotion to President, provide for acceleration of 100% of the outstanding shares in the event of an involuntary termination without cause.

(c)	Following a Change in Control, the Supplemental Plan will vest upon involuntary termination, or at the time of the Change in Control if the participant has either attained age 65, or age 55 with 10 years of service. The value reported reflects the present value at age 55 of the benefit accrued as of January 31, 2017, reduced for early retirement.

(d)	For the executive officers other than Mr. Cumenal, cash severance payments were determined by multiplying the sum of (i) actual salary and (ii) the target short-term incentive award or bonus, by two. Mr. Cumenal's cash severance payment is the sum of (i) actual salary multiplied by two, and (ii) $1,318,774, pursuant to the terms of his employment agreement.

(e)	The amounts shown in this column represent two years of health-care coverage determined on the basis of the Company's "COBRA" rates for post-employment continuation coverage. Such rates are available to all

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(f)

The value of early vesting of annual stock option grants made in 2014, 2015, 2016 and 2017 was determined using $78.72, the closing value of the Company's common stock on January 31, 2017. In the event of a Change in Control that is not a Terminating Transaction (as defined below), the unvested portion of such options will vest only upon the executive's involuntary termination from employment. For the purposes of this table, it is assumed that the Change in Control was a 35% share acquisition and not a Terminating Transaction. This column also assumes early vesting of the outstanding portions of the stock option grants awarded to Mr. Cumenal upon his promotion in September 2013 (36,523 outstanding), to Mr. Erceg upon his hire in November 2016 (140,847 outstanding), to Mr. Bellaiche upon his hire in July 2014 (7,000 outstanding) and to Mr. Galtie upon his hire in September 2015 (14,557 outstanding).

(g)

The value of early vesting of annual PSU and RSU grants made in 2014, 2015, 2016 and 2017 was determined using $78.72, the closing value of the Company's common stock on January 31, 2017. In the event of a Change in Control that is not a Terminating Transaction, vesting of these RSUs and PSUs will only occur upon the executive's involuntary termination from employment. Upon such an involuntary termination, the outstanding portion of the RSUs will vest in full, while the portion of PSUs to vest will be determined by a schedule based on the applicable three-year performance period. For the purposes of this table, it is assumed that the Change in Control was a 35% share acquisition and not a Terminating Transaction. Accordingly, this column assumes early vesting of 30% of the total number of PSU's granted in 2014; early vesting of 55% of the PSUs granted in 2015 and 2016; and no early vesting of PSUs granted in 2017. This column also assumes early vesting of 100% of the outstanding portions of the RSU grants awarded to certain executive officers in January 2017, as well as of the RSUs granted to Mr. Cumenal in September 2013 (12,419), to Mr. Erceg in November 2016 (26,253 outstanding), to Mr. Bellaiche in July 2014 (1,863 outstanding) and to Mr. Galtie in September 2015 (3,453 outstanding).

•	Cash severance in the amount of $1,909,387;

•	Payment of his short-term incentive award for Fiscal 2016. Based on achievement of corporate and individual performance goals, Mr. Cumenal was paid $1,631,250, less applicable withholdings, representing 87% of his target award of $1,875,000. For additional information concerning the payout of this award, see "Short-Term Incentives–Fiscal 2016" at PS-52; and

•	Payment of the cost of one year of continued health-care coverage.

•

The following stock option grants, or portions thereof, which ordinarily would have been forfeited on his termination date, vested as of March 14, 2017: 36,523 stock options granted in September 2013, 11,000 stock options granted in January 2014, 35,250 stock options granted in January 2015, and 57,743 stock options granted in January 2016. These stock options, as well as stock options that were vested but unexercised as of February 10, 2017, remain exercisable until February 10, 2018. The aggregate fair value of the amended

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•

A maximum number of 71,000 PSUs granted to Mr. Cumenal in January 2015, which otherwise would have been forfeited upon his termination date, will continue to vest in accordance with their terms. The payout of this award to Mr. Cumenal will remain contingent upon pre-established performance goals, will be pro-rated to reflect Mr. Cumenal's employment during the performance period, and may only be reduced in the Committee's discretion if the reduction applies to the executive officers generally. The fair value of the amended award, calculated in accordance with Codification Topic 718 as of the amendment date, was $2,089,266 (computed at 50% of maximum on the assumption that the EPS target is reached but not exceeded and the ROA target is not met (resulting in no ROA adjustment) for the performance period of Fiscal 2015 through Fiscal 2017).

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•	Two times the sum of the executive's salary and target short-term incentive award, as severance; and

•	Two years of benefits continuation under Tiffany's health and welfare plans.

i.	If a Change in Control occurs before the start of the three-year performance period, no conversion or vesting shall occur for the award in connection with the change in control;

ii.	If a Change in Control occurs in the first or second fiscal year of the three-year performance period, then 55% of the performance-based stock units awarded shall convert to time-vesting restricted stock units; and

iii.

If a Change in Control occurs in the last fiscal year of the three-year performance period, the percentage of PSUs to convert to time-vesting restricted stock units will be based on the Company's cumulative performance during the first and second fiscal year of the performance period, as compared to the performance goals expressed in the original notice of grant; however, such performance goals will be pro-rated for the cumulative two-year period (66.67%). For PSUs granted in 2014, 2015 and 2016, the ROA target will be disregarded for these purposes.

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•	Any person or group of persons acting in concert (a "person" being an individual or organization) acquires 35% or more in voting power or stock of the Company, or the right to obtain such voting power;

•	A majority of the Board is, for any reason, not made up of individuals who are currently on the Board or who were approved by the current directors or directors approved by the current directors;

•	As a result of a corporate transaction such as a merger, the shareholders of the Company immediately prior to such transaction do not own more than 50% of the Company's outstanding shares; or

•

50% or more of the assets of the Company and its subsidiaries are sold or distributed, unless the shareholders of the Company continue to own those assets in the same percentage as their ownership of Company stock prior to the sale or liquidation (in the case of the Supplemental Plan, the retention agreements and certain outstanding equity awards); or all or substantially all assets of the Company or Tiffany are sold or disposed of to an unrelated party (in the case of other outstanding equity awards).

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(a)	Includes amounts deferred under the Deferral Plan.

(b)

Amounts shown represent the grant date fair value for stock options granted for Fiscal 2016. In valuing option awards, the Company made certain assumptions. For a discussion of those assumptions, please refer to Part II of the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2017. See Note M. "Stock Compensation Plans," in Notes to Consolidated Financial Statements, under Item 8. Financial Statements and Supplementary Data.

(c)	Supplementary Table: Outstanding Director Option Awards at Fiscal Year End

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(d)

The actuarial valuation shown takes into account the current age of the director and is based on the following assumptions: RP2014 Male/Female Mortality Table with White Collar Adjustments regressed to base year 2006 and projected generationally from 2006 with Scale MP-2016; discount rate of 4.25%; and assumed retirement age of 65 (if the director is over age 65, the director is assumed to retire on January 31, 2017). These assumptions are consistent with those used to prepare the Company's financial statements, except for the retirement age assumption. This column does not include earnings under the Deferral Plan because the Deferral Plan does not pay above-market or preferential earnings on compensation that is deferred. Where an N/A appears, the director is not eligible for this benefit. The pension benefit for Ms. Bravo and Messrs. Marquis and Shutzer decreased in value in Fiscal 2016 by $18,007, $19,845 and $18,763, respectively. In addition, this column does not include changes in pension value or nonqualified deferred compensation earnings for Mr. Kowalski that are attributable to his employment.

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•	$100,000 in cash to be paid by JANA within three business days of the date of the Nomination Agreement;

•

$150,000 in cash to be paid by JANA within three business days of the appointment of Mr. Trapani to the Board. The Nomination Agreement requires Mr. Trapani to hold an amount of Company common stock with a fair market value equal to the estimated after-tax proceeds of $250,000 (assuming a combined federal, state and city tax rate of 45%) until at least the later of (A) the first date as of which Mr. Trapani is no longer a director of the Company and (B) three (3) years from the date of his appointment or election. As Mr. Trapani owned more than such after-tax amount in Company common stock at the time of his appointment to the Board, he was not required to invest any additional funds in Company shares; and

•

certain cash settled stock appreciation rights ("SARs") with respect to a total of 75,000 shares of Company common stock as follows: (i) SARs with respect to 37,500 shares payable in 2020 (the "2020 SARs"); and (ii) SARs with respect to 37,500 shares payable in 2022 (the "2022 SARs"). The payment obligations with respect to the 2020 SARs and 2022 SARs are subject to the requirement that Mr. Trapani have served as a director for one full term. The amounts payable by JANA with respect to the SARs, if any, will be based on the increase in value from the share price on the date of the Nomination Agreement and the lesser of the share price and the 30 day volume weighted average price on the third anniversary (in respect of the 2020 SARs) and fifth anniversary (in respect of the 2022 SARs) of Mr. Trapani's appointment to the Board, as applicable.

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(a)

Shares indicated are the aggregate of those issuable upon exercise of outstanding options awarded under the Company's 2014 Employee Incentive Plan (the "2014 Plan") and the 2008 Directors Equity Plan (the "Directors Plan"). They do not include 1,118,060 shares issuable with respect to stock units awarded under those plans. They also do not include shares issuable under options or stock units that were awarded and remain outstanding under the Company's 2005 Employee Incentive Plan, which total 615,885 and 279,448 shares, respectively.

(b)	Shares indicated are the aggregate of those available for grant under the 2014 Plan and the Directors Plan. Under the Directors plan, the maximum number of shares that may be issued (1,000,000) is subject to reduction by 1.58 shares for each share that is delivered on vesting of a stock award. Column C reflects this reduction assuming that all shares granted as stock awards will vest.

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•	directors to whom awards are granted,

•	the size and type of awards, and

•	the terms and conditions of such awards.

•	the term of an option may not exceed 10 years,

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•	the per-share exercise price of each option must be established at or prior to the time of grant or determined by a formula established at the time of grant,

•	the exercise price may not be less than 100% of fair market value as of the grant date (or if the relevant exchange is not open on the grant date, the most recent trading date prior to the grant date),

•	the per-share exercise price may not be decreased after grant except for adjustments made to reflect stock splits and other corporate transactions (see Maximum Number of Shares above and Adjustments for Corporate Transactions under the Plan below), and

•	an option may not be surrendered for cash, a new award, or a new option with a lower exercise price.

•	in cash,

•	by the tender of the Company's shares of common stock or the withholding of shares, or

•	by irrevocable authorization to a third party to sell shares received upon exercise of the option and to remit the exercise price.

•	increase the maximum number of shares that may be delivered under the Plan,

•	increase the per-participant limit described above under Per-Year-Per-Participant Limit Under the Plan,

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•	decrease the minimum exercise price for an option or permit the surrender of an option as consideration in exchange for a new award with a lower exercise price, or

•	increase the maximum term of an Option as described above under Options.

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(a)	Expenses associated with the following:

•

$25.4 million of net pre-tax expense ($16.0 million net after tax expense, or $0.13 per diluted share) associated with an asset impairment charge related to software costs capitalized in connection with the development of a new finished goods inventory management and merchandising information system. See "Item 7. Management's Discussion and Analysis–Information Systems Assessment" in our Annual Report on Form 10-K, filed with the SEC on March 17, 2017, for further information; and

•	$12.6 million of net pre-tax expense ($8.0 million net after tax expense, or $0.06 per diluted share)

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(b)	The income tax effect resulting from the adjustments has been calculated as both current and deferred tax benefit (expense), based upon the tax laws and statutory income tax rates applicable in the tax jurisdiction(s) of the underlying adjustment.

(c)	Expenses associated with impairment charges related to a financing arrangement with Koidu Limited. See "Item 8. Financial Statements and Supplementary Data–Note J. Commitments and Contingencies" in our Annual Report on Form 10-K, filed with the SEC on March 17, 2017, for further information.

(d)	Expenses associated with specific cost-reduction initiatives which included severance related to staffing reductions and subleasing of certain office space for which only a portion of the Company's future rent obligations will be recovered.

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1.	General

1.1

Purpose. The Tiffany & Co. 2017 Directors Equity Compensation Plan (the "Plan") has been established by Tiffany & Co., a Delaware corporation, (the "Company") to advance the interests of the Company by enabling the Company to attract, retain and motivate qualified individuals to serve on the Company's Board of Directors and to further link Participants' interests with those of the Company's stockholders through compensation that is based on the Company's Common Stock ("Stock"), thereby promoting the long-term financial interests of the Company and its Related Companies, including the growth in value of the Company's stockholders' equity and the enhancement of long-term returns to the Company's stockholders.

1.2

Participation. Subject to the terms and conditions of the Plan, the Committee shall, from time to time, determine and designate from among Eligible Individuals those persons who will be granted one or more Awards under the Plan. Eligible Individuals who are granted Awards become "Participants" in the Plan. At the discretion of the Committee, a Participant may be granted any Award permitted under the provisions of the Plan, and more than one Award may be granted to a Participant. Awards need not be identical but shall be subject to the terms and conditions specified in the Plan. Subject to the last two sentences of subsection 2.2 of the Plan, Awards may be granted as alternatives to or in replacement for awards outstanding under the Plan, or any other plan or arrangement of the Company.

1.3	Operation, Administration, and Definitions. The operation and administration of the Plan, including the Awards made under the Plan, shall be subject to the provisions of Section 4 (relating to operation and administration). Initially capitalized terms used in the Plan shall be defined as set forth in the Plan (including in the definitional provisions of Section 7 of the Plan).

1.4

Prior Plan. This Plan is intended to become effective on approval by the Company's stockholders, as provided for in Section 4.1 below. This Plan is intended to replace the Company's 2008 Directors Equity Compensation Plan (the "2008 Plan") and the 1998 Directors Option Plan (the "1998 Plan") approved by the Company's stockholders on May 15, 2008 and May 21, 1998, respectively (together, the "Prior Plans"). In accordance with the terms of the Prior Plans: (i) no Award may be granted or otherwise made under the 1998 Plan after May 21, 2008, or under the 2008 Plan after May 25, 2017, but (ii) the Prior Plans shall remain in effect as long as any awards under the Prior Plans are outstanding. Shares subject to the Prior Plans which are not subject to outstanding awards under the Prior Plans as of the Effective Date of this Plan (see subsection 4.1 of this Plan) and which have not been delivered to participants under the Prior Plans as of such Effective Date may not be awarded under the Prior Plans on or after such Effective Date and the Prior Plans shall be deemed amended accordingly on such Effective Date. Shares subject to the Prior Plans, as described in the preceding sentence, shall not be deemed transferred to this Plan.

2.	Options

2.1	Definition. The grant of an "Option" entitles the Participant to purchase Shares at an Exercise Price established by the Committee. Options granted under this Section 2 shall be Non-Qualified Options. A "Non-Qualified Option" is an Option that is not intended to be an "incentive stock option" as that term is described in section 422(b) of the Code.

2.2

Exercise Price. The per-share "Exercise Price" of each Option granted under this Section 2 shall be established by the Committee or shall be determined by a formula established by the Committee at or prior to the time the Option is granted; except that the Exercise Price shall not be less than 100% of the Fair Market Value of a Share as of the Pricing Date. For purposes of the preceding sentence, the "Pricing Date" shall be the date on which the Option is granted unless the Option is granted on a date on which the principal exchange on which the Stock is then listed or admitted to trading is closed for trading, in which case the "Pricing Date" shall be the most recent date on which such exchange was open for trading

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2.3	Exercise. Options shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee provided that no Option shall be exercisable after, and each Option shall become void no later than, the tenth (10th) anniversary of the date of the grant of such option.

2.4	Payment of Option Exercise Price. The payment of the Exercise Price of an Option granted under this Section 2 shall be subject to the following:

(a)	The Exercise Price may be paid by ordinary check or such other form of tender as the Committee may specify.

(b)

If permitted by the Committee, the Exercise Price for Shares purchased upon the exercise of an Option may be paid in part or in full by tendering Shares (either by actual delivery of shares or attestation), or the Company may withhold from the Shares to be delivered and/or otherwise issued Shares sufficient to pay the Exercise Price, in each case with such Shares valued at Fair Market Value as of the date of exercise. The Committee may refuse to accept payment in Shares if such payment would result in an accounting charge to the Company.

(c)	The Committee may permit a Participant to elect to pay the Exercise Price upon the exercise of an Option by irrevocably authorizing a third party to sell Shares acquired upon exercise of the Option (or a sufficient portion of such shares) and remit to the Company a sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise.

3.	Stock Awards

3.1	Definition. A "Stock Award" is a grant of Shares or of a right to receive Shares.

3.2	Restrictions on Stock Awards. Each Stock Award shall be subject to such conditions, restrictions and contingencies, if any, as the Committee shall determine.

4.	Operation and Administration

4.1

Effective Date and Duration. Subject to approval of the stockholders of the Company at the Company's 2017 annual meeting, the Plan shall be effective as of the date of such approval (the "Effective Date") and shall remain in effect as long as any Awards under the Plan are outstanding; provided, however, that no Award may be granted or otherwise made under the Plan on a date that is more than ten (10) years from the Effective Date.

4.2	Shares Subject to Plan.

(a)

(i) Subject to the following provisions of this subsection 4.2, the maximum aggregate number of Shares that may be delivered to Participants and their beneficiaries under the Plan shall be One Million (1,000,000) Shares, provided that such maximum shall be reduced by one Share for each Share that is delivered pursuant to a Stock Award. Shares issued under the Plan may be authorized and unissued Shares or Shares reacquired by the Company.

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(b)

The following additional limitation is imposed under the Plan: the total compensation (including without limitation non-equity compensation and the grant-date fair value of Options or Stock Awards, or any combination of Options and Stock Awards) that may be awarded to any one Participant in any single fiscal year of the Company in connection with his or her service as a member of the Board shall not exceed $750,000; provided, however, that this limitation shall not apply to a non-executive chairperson of the Board.

(c)

If the outstanding Shares are increased or decreased, or are changed into or exchanged for cash, property, or a different number or kind of shares or securities, or if cash, property or Shares or other securities are distributed in respect of such outstanding Shares, in either case as a result of one or more mergers, reorganizations, reclassifications, recapitalizations, stock splits, reverse stock splits, stock dividends, dividends (other than regular, quarterly dividends), or other distributions, spin-offs or the like, or if substantially all of the property and assets of the Company are sold, then, unless the terms of the transaction shall provide otherwise, appropriate adjustments shall be made in the number and/or type of shares or securities for which Awards may thereafter be granted under the Plan and for which Awards then outstanding under the Plan may thereafter be exercised. Any such adjustments in outstanding Awards shall be made without changing the aggregate Exercise Price applicable to the unexercised portions of outstanding Options. The Committee shall make such adjustments to preserve the benefits or potential benefits of the Plan and the Awards; such adjustments may include, but shall not be limited to, adjustment of: (i) the number and kind of shares which may be delivered under the Plan; (ii) the number and kind of shares subject to outstanding Awards; (iii) the Exercise Price of outstanding Options; (iv) the limit specified in subsection 4.2(b) above; and (v) any other adjustments that the Committee determines to be equitable. No right to purchase or receive fractional shares shall result from any adjustment in Options or Stock Awards pursuant to this paragraph 4.2(c). In case of any such adjustment, Shares subject to the Option or Stock Award shall be rounded up to the nearest whole Share.

4.3	Limit on Distribution. Distribution of Shares or other amounts under the Plan shall be subject to the following:

(a)

Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any Shares under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933) and the applicable requirements of any securities exchange or similar entity and the Committee may impose such restrictions on any Shares acquired pursuant to the Plan as the Committee may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares. In the event that the Committee determines in its discretion that the registration, listing or qualification of the Shares issuable under the Plan on any securities exchange or under any applicable law or governmental regulation is necessary as a condition to the issuance of such Shares under an Option or Stock Award, such Option or Stock Award shall not be exercisable or exercised in whole or in part unless such registration, listing and qualification, and any necessary consents or approvals have been unconditionally obtained.

(b)	Distribution of Shares under the Plan may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

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4.4

Tax Withholding. Before distribution of Shares under the Plan, the Company may require the recipient to remit to the Company an amount sufficient to satisfy any federal, state or local tax withholding requirements or, if agreed by the Committee, the Company may withhold from the Shares to be delivered and/or otherwise issued Shares sufficient to satisfy all or a portion of such tax withholding requirements. Whenever under the Plan payments are to be made in cash, such payments shall be in an amount sufficient to satisfy any federal, state or local tax withholding requirements as well as the amount of the cash payment otherwise required. Neither the Company nor any Related Company shall be liable to a Participant or any other person as to any tax consequence expected, but not realized, by any Participant or other person due to the receipt or exercise of any Award hereunder.

4.5

Reserved Rights. Subject to the limitations of subsection 4.2 on the number of Shares that may be delivered under the Plan, the Plan does not limit the right of the Company to use available Shares, including authorized but un-issued Shares and treasury Shares, as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company or a Related Company, including the plans or arrangements of the Company or a Related Company, including the plans or arrangements of the Company or a Related Company acquiring another entity (or an interest in another entity). The Committee may provide in the Award Agreement that the Shares to be issued upon exercise of an Option or receipt of a Stock Award shall be subject to such further conditions, restrictions or agreements as the Committee in its discretion may specify, including without limitation, conditions on vesting or transferability, and forfeiture and repurchase provisions.

4.6

Dividends and Dividend Equivalents. An Award may provide the Participant with the right to receive dividends or dividend equivalent payments with respect to Shares which may be paid currently or credited to an account for the Participant, and which may be settled in cash or Shares as determined by the Committee; provided, however, that no dividends or dividend payments shall be settled or paid prior to the date such Award vests or becomes payable according to its terms. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in Shares may be subject to such conditions, restrictions and contingencies as the Committee shall establish, including reinvestment of such credited amounts in Stock equivalents.

4.7

Settlements; Deferred Delivery. Awards may be settled through cash payments, the delivery of Shares, the granting of replacement Awards, or combinations thereof, all subject to such conditions, restrictions and contingencies as the Committee shall determine. The Committee may establish provisions for the deferred delivery of Shares in connection with the settlement of a Stock Award in accordance with Code Section 409A, with the deferral evidenced by use of "Stock Units" equal in number to the number of Shares whose delivery is so deferred. Stock Units represent an unfunded and unsecured obligation of the Company except as otherwise provided by the Committee. Settlement of Stock Units upon expiration of the deferral period shall be made in Shares or otherwise as determined by the Committee. The amount of Shares, or other settlement medium, to be distributed following such deferral may be increased by an interest factor or by dividend equivalents. Until such distribution, the number of Shares to be so distributed shall be subject to adjustment pursuant to paragraph 4.2(c). Unless otherwise specified by the Committee, any deferred delivery of Shares pursuant to an Award shall be settled by the delivery of Shares within 60 days following the date the person to whom such deferred delivery must be made incurs a "separation from service" as defined in Treasury Regulation 1.409A-1(h).

4.8	Transferability. Unless otherwise provided by the Committee, any Option granted under the Plan, and, until vested, any Stock Award granted under the Plan, shall by its terms be nontransferable by the Participant otherwise than by will, the laws of descent and distribution, and shall be exercisable by, or become vested in, during the Participant's lifetime, only the Participant.

4.9

Form and Time of Elections. Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification, or revocation thereof, shall be in writing filed with the secretary of the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the Committee shall require.

4.10	Award Agreements with Company; Vesting and Acceleration of Vesting of Awards. At the time of an Award to a Participant, the Committee may require the Participant to enter into an agreement with the Company

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4.11	Limitation of Implied Rights.

(a)

Neither a Participant nor any other person shall, by reason of the Plan or any Award Agreement, acquire any right in or title to any assets, funds or property of the Company or any Related Company whatsoever, including, without limitation, any specific funds, assets, or other property which the Company or any Related Company, in their sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the Shares or amounts, if any, payable under the Plan, unsecured by the assets of the Company or of any Related Company. Nothing contained in the Plan or any Award Agreement shall constitute a guarantee that the assets of such companies shall be sufficient to pay any benefits to any person.

(b)

Neither the Plan nor any Award Agreement shall constitute a contract of employment, and selection as a Participant will not confer upon any Participant any right to serve as a director of the Company, nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan or an Award. Except as otherwise provided in the Plan, no Award under the Plan shall confer upon the holder thereof any right as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.

4.12	Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which an officer of the Company acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.

4.13	Action by Company. Any action required or permitted to be taken by the Company shall be by resolution of the Board, or by action of one or more members of such Board (including a committee of such Board) who are duly authorized to act for such Board, or (except to the extent prohibited by applicable law or applicable rules of any stock exchange) by a duly authorized officer of the Company.

4.14	Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular.

4.15

Non-exclusivity of the Plan. Neither the adoption of the Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of such Board or a committee of such Board to adopt such other incentive arrangements as it or they may deem desirable, including without limitation, the granting of restricted stock, stock options or cash bonuses otherwise than under the Plan, and such arrangements may be generally applicable or applicable only in specific cases.

5.	Committee

5.1	Administration. The authority to control and manage the operation and administration of the Plan shall be vested in the Board and/or a committee of the Board (either the Board or such committee the "Committee" hereunder) in accordance with this Section 5.

5.2	Selection of Committee. If consisting of less than the full membership of the Board, the Committee shall be selected by the Board and shall consist of two or more members of the Board.

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5.3	Powers of Committee. The authority to manage and control the operation and administration of the Plan shall be vested in the Committee, subject to the following:

(a)

Subject to the provisions of the Plan, the Committee will have the authority and discretion to select from amongst Eligible Individuals those persons who shall receive Awards, to determine who is an Eligible Individual, to determine the time or times of receipt, to determine the types of Awards and the number of Shares covered by the Awards, to establish the terms, conditions, restrictions, and other provisions of such Awards and Award Agreements, and (subject to the restrictions imposed by Section 6) to cancel, amend or suspend Awards. In making such Award determinations, the Committee may take into account such factors as the Committee deems relevant.

(b)	The Committee will have the authority and discretion to establish terms and conditions of Awards as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside the United States.

(c)	The Committee will have the authority and discretion to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any Award Agreements, and to make all other determinations that may be necessary or advisable for the administration of the Plan.

(d)	Interpretations of the Plan by the Committee and decisions made by the Committee under the Plan are final and binding.

(e)	In controlling and managing the operation and administration of the Plan, the Committee shall act by a majority of its then members, by meeting or by writing filed without a meeting. The Committee shall maintain adequate records concerning the Plan and concerning its proceedings and acts in such form and detail as the Committee may decide.

5.4

Delegation by Committee. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its powers and responsibilities to any one or more of its members and may delegate all or part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.

5.5

Information to be furnished to Committee. The Company shall furnish the Committee with such data and information as may be requested by the Committee to discharge its duties. The records of the Company as to an Eligible Individual's or a Participant's service as a director shall be conclusive on all persons unless determined to be incorrect by the Committee. Participants and other persons entitled to benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers necessary or desirable to carry out the terms of the Plan.

6.	Amendment and Termination

6.1	Board's Right to Amend or Terminate. Subject to the limitations set forth in this Section 6, the Board may, at any time, amend or terminate the Plan.

6.2

Amendments Requiring Stockholder Approval. Other than as provided in subsection 4.2 (c) (relating to certain adjustments to Shares), the approval of the Company's stockholders shall be required for any amendment which: (i) increases the maximum number of Shares that may be delivered to Participants under the Plan set forth in subsection 4.2(a); (ii) increases the maximum limitation contained in Section 4.2(b); (iii) decreases the Exercise Price of any Option below the minimum provided in subsection 2.2; (iv) modifies or eliminates the prohibitions stated in the final two sentences of subsection 2.2; or (v) increases the maximum term of any Option set forth in Section 2.3. Whenever the approval of the Company's stockholders is required pursuant to this subsection 6.2, such approval shall be sufficient if obtained by a majority vote of those stockholders present or represented and actually voting on the matter at a meeting of stockholders duly called, at which meeting a majority of the outstanding shares actually vote on such matter.

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6.3

Consent of Affected Participants. No amendment to or termination of the Plan shall, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living or if the Award has been transferred pursuant to a right of transfer contained in an Award Agreement, the affected beneficiary or affected transferee, as the case may be), adversely affect the rights of any Participant, beneficiary or permitted transferee under any Award granted under the Plan prior to the date such amendment or termination is adopted by the Board.

7.	Defined Terms

(i)

If the Stock is at the time listed or admitted to trading on any stock exchange, then the Fair Market Value shall be the simple arithmetic mean between the lowest and the highest reported sales prices of the Stock on the date in question on the principal exchange on which the Stock is then listed or admitted to trading. If no reported sale of Stock takes place on the date in question on the principal exchange, then the reported closing asked price of the Stock on such date on the principal exchange shall be determinative of Fair Market Value.

(ii)

If the Stock is not at the time listed or admitted to trading on a stock exchange, the Fair Market Value shall be the mean between the lowest reported bid price and the highest reported asked price of the Stock on the date in question in the over-the-counter market, as such prices are reported in a publication of general circulation selected by the Committee and regularly reporting the market price of the Stock in such market.

(iii)	If the Stock is not listed or admitted to trading on any stock exchange or traded in the over-the-counter market, the Fair Market Value shall be as determined by the Committee, acting in good faith.

(i)	any corporation, partnership, joint venture or other entity during any period in which such corporation, partnership, joint venture or other entity owns, directly or indirectly, at least fifty percent (50%) of the voting power of all classes of voting stock of the Company (or any corporation, partnership, joint venture or other entity which is a successor to the Company);

(ii)	any corporation, partnership, joint venture or other entity during any period in which the Company (or any corporation, partnership, joint venture or other entity which is a successor to the Company or any entity that is a Related Company by reason of clause (i) next above) owns, directly or indirectly, at least a fifty percent (50%) voting or profits interest; or

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(iii)	any business venture in which the Company has a significant interest, as determined at the discretion of the Committee.

8.	Other Provisions

8.1	Successors. All obligations of the Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of the Company.

8.2

Unfunded Plan. The adoption of the Plan and any reservation of shares of Common Stock or cash amounts by the Company to discharge its obligations hereunder shall not be deemed to create a trust or other funded arrangement. Except upon the issuance of Common Stock pursuant to an Award, any rights of a Participant under the Plan shall be those of a general unsecured creditor of the Company, and neither a Participant nor the Participant's permitted transferees or estate shall have any other interest in any assets of the Company by virtue of the Plan. Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds in a grantor trust, subject to the claims of the Company's creditors or otherwise, to discharge its obligations under the Plan.

8.3	Governing Law. The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of New York, without reference to the principles of conflicts of laws, and to applicable Federal securities laws.

9.	Section 409A

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