TIF 10-K Annual Report Jan. 31, 2018 | Alphaminr

TIF 10-K Fiscal year ended Jan. 31, 2018

TIFFANY & CO
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Restated Certificate of Incorporation of Registrant. Incorporated by reference from Exhibit 3.1 to Registrant's Report on Form 8-K dated May 16, 1996, as amended by the Certificate of Amendment of Certificate of Incorporation dated May 20, 1999. Incorporated by reference from Exhibit 3.1 filed with Registrant's Report on Form 10-Q for the Fiscal Quarter ended July 31, 1999. 3.1a Amendment to Certificate of Incorporation of Registrant dated May 18, 2000. Incorporated by reference from Exhibit 3.1b to Registrant's Annual Report on Form 10-K for the Fiscal Year ended January 31, 2001. 3.2 Restated By-laws of Registrant, as last amended January 18, 2018. Incorporated by reference from Exhibit 3.2 to Registrants Report on Form 8-K dated January 19, 2018. 4.5 Indenture, dated September 25, 2014, between Registrant, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee. Incorporated by reference from Exhibit 4.5 to Registrants Report on Form 8-K dated September 26, 2014. 4.6 Supplemental Indenture No. 1, dated September 25, 2014, among Registrant, as issuer, certain subsidiaries of Registrant, as guarantors thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee. Incorporated by reference from Exhibit 4.6 to Registrants Report on Form 8-K dated September 26, 2014. 4.7 Supplemental Indenture No. 2, dated September 25, 2014, among Registrant, as issuer, certain subsidiaries of Registrant, as guarantors thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee. Incorporated by reference from Exhibit 4.7 to Registrants Report on Form 8-K dated September 26, 2014. 10.1 Amended and Restated Agreement, dated as of December 27, 2012, by and between Tiffany and Company and Elsa Peretti. Incorporated by reference from Exhibit 10.123 filed with Registrant's Report on Form 8-K dated January 2, 2013. 10.4 Four Year Credit Agreement dated as of October 7, 2014 by and among Registrant and each other Subsidiary of Registrant that is a Borrower and is a signatory thereto and Bank of America, N.A., as Administrative Agent, and various lenders party thereto. Incorporated by reference from Exhibit 10.37 filed with Registrants Report on Form 8-K dated October 10, 2014. 10.5 Five Year Credit Agreement dated as of October 7, 2014 by and among Registrant and each other Subsidiary of Registrant that is a Borrower and is a signatory thereto and Bank of America, N.A., as Administrative Agent, and various lenders party thereto. Incorporated by reference from Exhibit 10.39 filed with Registrants Report on Form 8-K dated October 10, 2014. 10.6 Amended and Restated Note Purchase and Private Shelf Agreement dated as of July 25, 2012 by and among Registrant and various institutional note purchasers with respect to Registrants $100 million principal amount of 9.05% Series A Senior Notes due December 23, 2015, $150 million principal amount of 4.40% Series B-P Senior Notes due July 25, 2042 and private shelf facility. Incorporated by reference from Exhibit 10.155 filed with Registrants Report on Form 8-K dated July 27, 2012. 10.6a Amendment dated as of January 14, 2014 to the Amended and Restated Note Purchase and Private Shelf Agreement (see Exhibit 10.6 above) by and among Registrant, and various institutional note purchasers. Incorporated by reference from Exhibit 10.157 filed with Registrants Report on Form 8-K dated January 17, 2014. 10.7 Amended and Restated Note Purchase and Private Shelf Agreement dated as of July 25, 2012 by and among Registrant and various institutional note purchasers with respect to Registrants $50 million principal amount of 10.0% Series A Senior Notes due April 9, 2018, $100 million principal amount of 4.40% Series B-M Senior Notes due July 25, 2042 and up to $50 million private shelf facility. Incorporated by reference from Exhibit 10.159 filed with Registrants Report on Form 8-K dated July 27, 2012. 10.7a Amendment dated as of January 14, 2014 to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of July 25, 2012 (see Exhibit 10.7 above), by and among Registrant and various institutional note purchasers. Incorporated by reference from Exhibit 10.161 filed with Registrants Report on Form 8-K dated January 17, 2014. 10.8 Note Purchase Agreement dated as of August 26, 2016 by and between Registrant and the institutional note purchasers with respect to Registrants 10,000,000,000 principal amount of 0.78% Senior Notes due August 26, 2026. Incorporated by reference from Exhibit 10.37 filed with Registrants Report on Form 8-K dated September 1, 2016. 10.9 Credit Agreement dated as of July 11, 2016 by and among Tiffany & Co. (Shanghai) Commercial Company Limited, Bank of America, N.A., Shanghai Branch and Mizuho Bank (China), Ltd. as Jointed Coordinators, Mandated Lead Arrangers and Bookrunners, Mizuho Bank (China), Ltd. as Facility Agent and certain other banks and financial institutions party thereto as original lenders. Incorporated by reference from Exhibit 10.15 filed with Registrants Report on Form 8-K dated July 15, 2016. 10.10 Guaranty Agreement dated as of July 11, 2016, with respect to the Credit Agreement (see Exhibit 10.9 above) by and between Registrant and Mizuho Bank (China), Ltd. as Facility Agent. Incorporated by reference from Exhibit 10.16 filed with Registrants Report on Form 8-K dated July 15, 2016. 10.11 Cooperation Agreement, dated February 20, 2017, between JANA Partners LLC and Registrant. Incorporated by reference from Exhibit 10.37 filed with Registrants Report on Form 8-K dated February 21, 2017. 10.12 Cooperation Agreement, dated February 20, 2017, between Francesco Trapani and Registrant. Incorporated by reference from Exhibit 10.38 filed with Registrants Report on Form 8-K dated February 21, 2017. 12.1 Ratio of Earnings to Fixed Charges. 14.1 Code of Business and Ethical Conduct. Incorporated by reference from Exhibit 14.1 filed with Registrants Report on Form 8-K dated September 27, 2017. 21.1 Subsidiaries of Registrant. 23.1 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 10.14 Tiffany and Company Executive Deferral Plan originally made effective October 1, 1989, as amended and restated effective January 19, 2017. Incorporated by reference from Exhibit 10.18 filed with Registrants Report on Form 8-K dated January 25, 2017. 10.17 1994 Tiffany and Company Supplemental Retirement Income Plan, Amended and Restated as of March 17, 2016. Incorporated by reference from Exhibit 10.21 filed with Registrants Report on Form 8-K dated March 22, 2016. 10.19 Summary of Executive Long Term Disability Plan available to executive officers. Incorporated by reference from Exhibit 10.24 filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2013. 10.19a Group Long Term Disability Insurance Policy issued by First Unum Life Insurance, Policy No. 533717 001. Incorporated by reference from Exhibit 10.24a filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2013. 10.19b Individual Disability Insurance Policy issued by Provident Life and Casualty Insurance Company. Incorporated by reference from Exhibit 10.24b filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2013. 10.19c Individual Disability Insurance Policy issued by Lloyds of London. Incorporated by reference from Exhibit 10.24c filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2013. 10.21 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits, Amended and Restated as of November 16, 2017. Incorporated by reference from Exhibit 10.22 filed with Registrants Report on Form 8-K dated November 21, 2017. 10.22 Registrants 2005 Employee Incentive Plan Amended and Adopted as of May 21, 2009. Incorporated by reference from Exhibit 10.28b filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2013. 10.22a Form of Fiscal 2014 Cash Incentive Award Agreement for certain executive officers as adopted on March 19, 2014 under Registrants 2005 Employee Incentive Plan. Incorporated by reference from Exhibit 10.139d filed with Registrants Report on Form 8-K dated March 21, 2014. 10.22e Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrants 2005 Employee Incentive Plan. Incorporated by reference from Exhibit 10.28n filed with Registrants Report on Form 8-K dated September 24, 2013. 10.22f Terms of Restricted Stock Grant (Non-Transferable) under Registrants 2005 Employee Incentive Plan. Incorporated by reference from Exhibit 10.28o filed with Registrants Report on Form 8-K dated September 24, 2013. 10.22g Terms of Time-Vesting Restricted Stock Unit Grant to executive officers as adopted on November 20, 2013 under Registrants 2005 Employee Incentive Plan. Incorporated by reference from Exhibit 10.28p filed with Registrants Report on Form 8-K dated March 21, 2014. 10.22h Terms of Performance-Based Restricted Stock Unit Grants to executive officers, effective January 15, 2014, under Registrants 2005 Employee Incentive Plan. Incorporated by reference from Exhibit 10.28s filed with Registrants Report on Form 8-K dated September 19, 2014. 10.22i Form of Non-Competition and Confidentiality Covenants for use in connection with Performance-Based Restricted Stock Unit Grants to Registrants executive officers, and Time-Vesting Restricted Unit Awards and Certain Non-Qualified Retirement Contributions made to other officers of Registrants affiliated companies pursuant to Registrants 2005 Employee Incentive Plan and pursuant to the Tiffany and Company Deferral Plan. Incorporated by reference from Exhibit 10.28r filed with Registrants Report on Form 8-K dated March 21, 2014. 10.22j Terms of 2014 Amended and Restated Performance-Based Restricted Stock Unit Grant for Michael J. Kowalski. Incorporated by reference from Exhibit 10.27s filed with Registrants Report on Form 8-K dated March 24, 2015. 10.22k Terms of 2015 Amended and Restated Performance-Based Restricted Stock Unit Grant for Michael J. Kowalski. Incorporated by reference from Exhibit 10.27t filed with Registrants Report on Form 8-K dated March 24, 2015. 10.23a Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrants 2008 Directors Equity Compensation Plan. Incorporated by reference from Exhibit 10.30a filed with Registrant's Annual Report on Form 10-K for the Fiscal Year ended January 31, 2013. 10.23b Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrants 2008 Directors Equity Compensation Plan, effective May 26, 2016. Incorporated by reference from Exhibit 10.28c filed with Registrant's Report on Form 8-K dated June 2, 2016. 10.23c Terms of Restricted Stock Unit Grant under Registrant's 2008 Directors Equity Compensation Plan, effective May 26, 2016. Incorporated by reference from Exhibit 10.28d filed with Registrants Report on Form 8-K dated June 2, 2016. 10.23d Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrants 2008 Directors Equity Compensation Plan, effective March 16, 2017. Incorporated by reference from Exhibit 10.25d filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31 2017. 10.23e Terms of Restricted Stock Unit Grant under Registrants 2008 Directors Equity Compensation Plan, effective March 16, 2017. Incorporated by reference from Exhibit 10.25e filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2017. 10.24 Registrants 2017 Directors Equity Compensation Plan. Incorporated by reference from Exhibit 10.38 filed with Registrant's Report on Form 8-K dated June 1, 2017. 10.24a Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant's 2017 Directors Equity Compensation Plan, effective November 16, 2017. Incorporated by reference from Exhibit 10.38a filed with Registrants Report on Form 8-K dated November 21, 2017. 10.24b Terms of Restricted Stock Unit Grant under Registrant's 2017 Directors Equity Compensation Plan, effective November 16, 2017. Incorporated by reference from Exhibit 10.38b filed with Registrants Report on Form 8-K dated November 21, 2017. 10.25 Registrants 2014 Employee Incentive Plan, amended and restated as of March 16, 2016. Incorporated by reference from Exhibit 10.29 filed with Registrants Report on Form 8-K dated March 22, 2016. 10.25a Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrants 2014 Employee Incentive Plan. Incorporated by reference from Exhibit 10.31a filed with Registrants Report on Form 8-K dated July 18, 2014. 10.25b Terms of Cliff-Vesting Restricted Stock Grant (Non-Transferable) under Registrants 2014 Employee Incentive Plan. Incorporated by reference from Exhibit 10.31b filed with Registrants Report on Form 8-K dated July 18, 2014. 10.25c Terms of Tranche-Vesting Restricted Stock Grant (Non-Transferable) under Registrants 2014 Employee Incentive Plan. Incorporated by reference from Exhibit 10.31c filed with Registrants Report on Form 8-K dated July 18, 2014. 10.25d Terms of Time-Vesting Restricted Stock Grant (Non-Transferable) under Registrants 2014 Employee Incentive Plan. Incorporated by reference from Exhibit 10.31d filed with Registrants Report on Form 8-K dated July 18, 2014. 10.25e Amended and Restated Terms of Performance-Based Restricted Stock Unit Grant (Non-Transferable) to executive officers under Registrants 2014 Employee Incentive Plan, effective January 14, 2015. Incorporated by reference from Exhibit 10.26e filed with Registrant's Annual Report on Form 10-K for the Fiscal Year ended January 31, 2017. 10.25f Form of Fiscal 2016 Cash Incentive Award Agreement for certain executive officers as adopted on March 16, 2016 under Registrants 2014 Employee Incentive Plan. Incorporated by reference from Exhibit 10.29e filed with Registrants Report on Form 8-K dated March 22, 2016. 10.25g Form of Non-Competition and Confidentiality Covenants for use in connection with Performance-Based Restricted Stock Unit Grants to Registrants executive officers, and Time-Vesting Restricted Unit Awards and Certain Non-Qualified Retirement Contributions made to other officers of Registrants affiliated companies pursuant to Registrants 2014 Employee Incentive Plan and pursuant to the Tiffany and Company Executive Deferral Plan. Incorporated by reference from Exhibit 10.29f filed with Registrants Report on Form 8-K dated March 22, 2016. 10.25h Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrants 2014 Employee Incentive Plan, as revised March 16, 2016. Incorporated by reference from Exhibit 10.29g filed with Registrants Report on Form 8-K dated March 22, 2016. 10.25i Terms of Tranche-Vesting Restricted Stock Grant (Non-Transferable) under Registrants 2014 Employee Incentive Plan, as revised March 16, 2016. Incorporated by reference from Exhibit 10.29j filed with Registrants Report on Form 8-K dated March 22, 2016. 10.25j Terms of Time-Vesting Restricted Stock Grant (Non-Transferable) under Registrants 2014 Employee Incentive Plan, as revised March 16, 2016. Incorporated by reference from Exhibit 10.29k filed with Registrants Report on Form 8-K dated March 22, 2016. 10.25k Form of Cash Incentive Award Agreement for executive officers as adopted on January 19, 2017 under Registrants 2014 Employee Incentive Plan. Incorporated by reference from Exhibit 10.29l filed with Registrants Report on Form 8-K dated January 25, 2017. 10.25l Form of Non-Competition and Confidentiality Covenants for use in connection with Performance-Based Restricted Stock Unit Grants to Registrants executive officers, Time-Vesting Restricted Stock Unit Grants, Stock Option Awards and certain non-qualified retirement contributions made to executive officers and certain other officers of Registrants affiliated companies pursuant to Registrants 2014 Employee Incentive Plan, the Tiffany and Company Executive Deferral Plan and the 2004 Tiffany and Company Un-funded Retirement Income Plan to Recognize Compensation in Excess of Internal Revenue Code Limits. Incorporated by reference from Exhibit 10.29m filed with Registrants Report on Form 8-K dated January 25, 2017. 10.25m Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrants 2014 Employee Incentive Plan, as revised January 19, 2017. Incorporated by reference from Exhibit 10.29n filed with Registrants Report on Form 8-K dated January 25, 2017. 10.25n Terms of Performance-Based Restricted Stock Unit Grant (Non-Transferable) to executive officers under Registrants 2014 Employee Incentive Plan, as revised January 19, 2017. Incorporated by reference from Exhibit 10.29o filed with Registrants Report on Form 8-K dated January 25, 2017. 10.25o Terms of Restricted Stock Unit Grant (Non-Transferable) under Registrants 2014 Employee Incentive Plan, as revised January 19, 2017. Incorporated by reference from Exhibit 10.29p filed with Registrants Report on Form 8-K dated January 25, 2017. 10.25p Terms of Stock Option Award (Transferable Non-Qualified Option) granted to Michael J. Kowalski under Registrants 2014 Employee Incentive Plan on February 15, 2017. Incorporated by reference from Exhibit 10.39 filed with Registrants Report on Form 8-K/A dated February 22, 2017. 10.25q Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant's 2014 Employee Incentive Plan, approved March 16, 2017. 10.25r Terms of Restricted Stock Unit Grant (Non-Transferable) under Registrant's 2014 Employee Incentive Plan, approved March 16, 2017. 10.25s Terms of Restricted Stock Unit Grant (Non-Transferable) under Registrant's 2014 Employee Incentive Plan, as revised January 17, 2018. Incorporated by reference from Exhibit 10.26q filed with Registrants Report on Form 8-K dated January 19, 2018. 10.25t Terms of Performance-Based Restricted Stock Unit Grant (Non-Transferable) to executive officers under Registrant's 2014 Employee Incentive Plan, as revised January 17, 2018. Incorporated by reference from Exhibit 10.26r filed with Registrants Report on Form 8-K dated January 19, 2018. 10.25u Terms of Stock Option Award (Transferable Non-Qualified Option) under Registrant's 2014 Employee Incentive Plan, as revised January 17, 2018. Incorporated by reference from Exhibit 10.26s filed with Registrants Report on Form 8-K dated January 19, 2018. 10.26 Senior Executive Employment Agreement between Frederic Cumenal and Tiffany and Company, effective as of March 10, 2011. Incorporated by reference from Exhibit 10.154 filed with Registrants Report on Form 8-K dated March 21, 2011. 10.27 Employment offer letter, dated as of September 7, 2016, between Mark J. Erceg and Tiffany and Company. Incorporated by reference from Exhibit 10.29 filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2017. 10.28 Employment offer letter, dated as of April 18, 2014, between Jean-Marc Bellaiche and Tiffany and Company. Incorporated by reference from Exhibit 10.32 to Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2016. 10.29 Employment offer letter, dated as of June 15, 2015, between Philippe Galtie and Tiffany and Company. Incorporated by reference from Exhibit 10.32 filed with Registrants Annual Report on Form 10-K for the Fiscal Year ended January 31, 2017. 10.30 Employment offer letter, dated as of July 12, 2017, by and among Alessandro Bogliolo, Registrant and Tiffany and Company. Incorporated by reference from Exhibit 10.39 filed with Registrant's Report on Form 8-K dated July 12, 2017. 10.31 Form of 2016 Retention Agreement with Registrant and Tiffany and Company. Incorporated by reference from Exhibit 10.34 filed with Registrants Report on Form 8-K dated March 22, 2016. 10.32 Share Ownership Policy for Executive Officers and Directors, Amended and Restated as of November 15, 2017. Incorporated by reference from Exhibit 10.34 filed with Registrants Report on Form 8-K dated November 21, 2017. 10.33 Separation Agreement and Release, dated as of March 6, 2017, by and among Registrant, Tiffany and Company and Frederic Cumenal. Incorporated by reference from Exhibit 10.41 filed with the Registrants Report on Form 8-K dated March 6, 2017. 10.34 Form of Retention Agreement with Registrant and Tiffany and Company, adopted March 15, 2017. Incorporated by reference from Exhibit 10.36 filed with Registrant's Annual Report on Form 10-K for the Fiscal Year ended January 31, 2017. 10.35 Corporate Governance Principles, amended and restated effective October 2, 2017.