TIFFANY Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) As previously reported, Frederic Cumenal stepped down from
his role as Chief Executive Officer of Tiffany Co. (the Company),
effective as of February 5, 2017. On March 6, 2017, Mr. Cumenal
also resigned from his position as a director of the Company,
effective as of February 10, 2017.

On March 6, 2017, the Company and Tiffany and Company, on the one
hand, and Mr. Cumenal, on the other hand, entered into the
Separation Agreement and Release (the Separation Agreement). The
Separation Agreement affirmed that Mr. Cumenal would receive
certain severance payments and benefits to the Senior Executive
Employment Agreement, by and among the Company, Mr. Cumenal and
Tiffany and Company, effective March 10, 2011 (the Employment
Agreement). In addition, the Separation Agreement provided for
additional consideration of: (i) amendments to the terms
applicable to certain of Mr. Cumenals equity awards to the effect
that (x) all portions of all of Mr. Cumenals Stock Option Awards
that were vested as of February 10, 2017, will remain exercisable
until February 10, 2018; (y) the Performance-Based Restricted
Stock Unit Award made to Mr. Cumenal on January 14, 2015, will
continue to vest on the terms and conditions (including
performance goals) previously established by the Company;
provided, that (1) such vesting will be prorated based on the
portion of the performance period that Mr. Cumenal was employed
with the Company and its affiliates and (2) the portion of such
award to vest may only be reduced on a discretionary basis to the
extent such reduction is effective with respect to executive
officers of the Company and its affiliates generally; and (z) all
unvested portions of the Stock Option Awards granted to Mr.
Cumenal on September 19, 2013, January 16, 2014, January 14,
2015, and January 20, 2016 that would have vested in accordance
with their terms on or before February 10, 2018, will vest as of
the date the release referenced in clause (A) below becomes
effective and will expire on February 10, 2018, (ii) an
additional lump sum of $690,612.90, (iii) amendments to the
Employment Agreement reducing the post-employment duration of
certain of Mr. Cumenals non-solicitation obligations from
eighteen to twelve months, and (iv) certain outplacement
benefits. In exchange for the consideration set forth in (i),
(ii), (iii), and (iv) of the immediately preceding sentence (the
additional consideration), Mr. Cumenal: (A) executed and has not
revoked a release and waiver of claims in favor of the Company
and its affiliates (such release to become effective upon
expiration of the applicable revocation period and such
additional consideration to be contingent upon such
effectiveness) and (B) agreed to provide reasonable assistance
with respect to litigation matters and provide transition
assistance to the interim Chief Executive Officer of the Company,
Michael J. Kowalski. Breach of the agreement to provide such
assistance, or of the applicable confidentiality, no-hire and
non-solicitation obligations, will entitle the Company to recover
or revoke the additional consideration.

The foregoing summary of the Separation Agreement is not complete
and is qualified in its entirety by the Separation Agreement, a
copy of which is filed as Exhibit 10.41 to this Form 8-K and is
incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits: