AMENDED AND RESTATED LIZ CLAIBORNE SEC.162(m) CASH BONUS PLAN
The following terms have the meanings indicated unless a different meaning is clearly required by the context:
1.1 "Board of Directors" means the Board of Directors of the Company.
1.2 "Code" means the Internal Revenue Code of 1986, as amended.
1.3 "Committee" means the Compensation Committee of the Board of Directors or a subcommittee thereof. The
Committee at all times shall be composed of at least two directors of Liz Claiborne, Inc., each of whom shall be
"outside directors" within the meaning of sec.162(m) of the Code.
1.4 "Company" means Liz Claiborne, Inc. and its consolidated subsidiaries and affiliates.
1.5 "Executive Officer" has the meaning set forth in Rule 3b-7 promulgated under the Securities Exchange Act of
1934, as amended.
1.6 "Participant" means an individual who participates in the Plan pursuant to Section 3.1.
The purpose of the Plan is to provide annual incentives to certain senior executive officers in a manner designed
to reinforce the Company's performance goals; to strengthen the Company's "pay for performance" ethic by
linking a significant portion of participants' compensation to the achievement of such goals; and to continue to
attract, motivate and retain high performing executives on a competitive basis, while seeking to preserve for the
benefit, to the extent practicable, a tax deduction by the Company for payments of incentive compensation to
such executives through payment of qualified "performance-based" compensation within the meaning of sec.162
(m)(4)(C) of the Code.
3.1 An individual shall be a Participant in the Plan for a fiscal year of the Company if he or she (a) is an Executive
Officer of Liz Claiborne, Inc. on the first day of such year or becomes an Executive Officer of Liz Claiborne, Inc.
during such year by virtue of being hired or promoted and (b) has a base salary in excess of $500,000 per year
or is reasonabl