RESTRICTED CAREER SHARE AGREEMENT
RESTRICTED CAREER SHARE AGREEMENT (the "Agreement"), dated as of June 20, 1995, between LIZ
CLAIBORNE, INC., a Delaware corporation (the "Company"), and ____________________ (the "Grantee").
The Compensation Committee of the Board of Directors of the Company (the "Committee") has determined that
the objectives of the Company's 1992 Stock Incentive Plan (the "Plan") will be furthered by the grant to the
Grantee of __________ issued shares of Common Stock of the Company currently held by the Company,
subject to the terms, conditions and restrictions set out in this Agreement (the "Restricted Career Shares").
Notwithstanding any provision hereof, this Agreement shall not become effective until the Grantee shall have
executed and delivered to the Company (a) this Agreement and (b) a stock power duly endorsed in blank, which
will be returned to the Grantee if and when restrictions on the Restricted Career Shares have expired as provided
hereunder.
In consideration of the foregoing and of the mutual undertakings set forth in this Agreement, the Company and the
Grantee agree as follows:
1
SECTION 1. Issuance of Restricted Career Shares. As soon as practicable after receipt from the Grantee of this
executed Agreement and related stock power, the Company shall cause to be issued under the Plan in the name
of the Grantee a stock certificate representing that number of shares of Common Stock set forth on the first page
of this Agreement as Restricted Career Shares. Such certificate shall contain a legend referring to this Agreement
and the restrictions set forth in Sections 2.1 and 6 hereof. Each certificate shall remain in the possession of the
Company until the Restricted Career Shares represented thereby are free of restrictions as set forth in this
Agreement. Upon the issuance of such certificate, the Grantee shall have the rights of a stockholder with respect
to the Restricted Career Shares, subject to the terms, conditions and restrictions set forth in this