MOVADO GROUP, INC.
1996 STOCK INCENTIVE PLAN
(AMENDED AND RESTATED AS OF APRIL 8, 2004)
The purpose of the Plan is to provide a means through which the Company and its Affiliates may attract able
persons to enter and remain in the employ of the Company and its Affiliates and to provide a means whereby
employees, directors and consultants of the Company and its Affiliates can acquire and maintain Common Stock
ownership, or be paid incentive compensation measured by reference to the value of Common Stock, thereby
strengthening their commitment to the welfare of the Company and its Affiliates and promoting an identity of
interest between stockholders and these persons.
So that the appropriate incentive can be provided, the Plan provides for granting Incentive Stock Options,
Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Phantom Stock Units,
Performance Share Units and Stock Bonuses, or any combination of the foregoing.
This Plan in an amendment and restatement of the Movado Group, Inc. 1996 Stock Incentive Plan (the "1996
Plan"); provided, however, that all awards granted under the 1996 Plan will continue to be governed by the terms
of the 1996 Plan and the Award Agreements issued thereunder.
The following definitions shall be applicable throughout the Plan.
(a) "Affiliate" means (i) any entity that directly or indirectly is controlled by, controls or is under common control
with the Company and (ii) any entity in which the Company has a significant equity interest, in either case as
determined by the Committee.
(b) "Award" means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock
Appreciation Right, Restricted Stock Award, Phantom Stock Unit Award, Performance Share Unit Award or
Stock Bonus Award.
(c) "Award Period" means a period of time within which performance is measured for the purpose of determining
whether an Award of Performance Share Units has been earned.