MOVADO GROUP, INC.
1996 STOCK INCENTIVE PLAN
(a) The purpose of this Stock Incentive Plan (the "Plan") is to provide for certain officers, directors and key
employees of the Movado Group, Inc. (the "Company") and certain of its affiliates an incentive to maintain and
enhance the performance and profitability of the Company.
(b) The Plan is an amendment and restatement of the North American Watch Corporation's 1993 Employee
Stock Option Plan (the "1993 Plan"); however all options granted under the 1993 Plan will continue to be
governed by the terms of the 1993 Plan and the Award Agreements thereunder.
(a) The Plan shall be administered by a committee (the "Committee") appointed by the Board of Directors of the
Company (the "Board"), which Committee shall consist of two or more directors, at least two of whom shall be
"outside directors" as defined in Section 162(m) of the Code and the regulations promulgated thereunder, and, to
the extent necessary to comply with Rule 16b-3 of the Securities Exchange Act of 1934 (the "Act") or any
successor rule thereto, each of whom shall be a "disinterested person" within the meaning of the Act. The
members of the Committee may be changed at any time and from time to time in the discretion of, the Board.
(b) The Committee shall have the authority (i) to exercise all of the powers granted to it under the Plan, (ii) to
construe, interpret and implement the Plan and any Award Agreements executed pursuant to the Plan, (iii) to
prescribe, amend and rescind rules relating to the Plan, (iv) to make any determination necessary or advisable in
administering the Plan and (v) to correct any defect, supply any omission and reconcile any inconsistency in the
(c) The determination of the Committee on all matters relating to the Plan or any Award Agreement shall be
(d) No member of the Committee shall be liable for any action or determination made in good faith with respect
to the Plan or any Award granted hereun