SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

FOSSIL, INC.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

349882100

(CUSIP Number)

Kosta N. Kartsotis
Fossil, Inc.
2280 N. Greenville Avenue
Richardson, Texas 75082
(972) 234-2525

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 2, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  349882100
	1.	Names of Reporting Persons Kosta N. Kartsotis
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF, OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 9,272,877(1)
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 9,272,877(1)
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 9,272,877(1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 13.9%(2)
	14.	Type of Reporting Person (See Instructions) IN

(1) Comprised of (i) 7,375,539 shares pledged as collateral to secure a margin loan and (ii) 1,897,338 shares held in The Kartsotis Family Irrevocable Trust.

(2) Based on 66,545,890 shares issued and outstanding as of February 27, 2009.

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Item 1.Security and Issuer.

This Amendment No. 1 to Schedule 13D is filed to amend the Schedule 13D relating to the common stock, par value $0.01 per share (the “Common Stock”), of Fossil, Inc., a Delaware corporation (the “Issuer” or “Company”) filed February 17, 2009.  This Amendment No. 1 to Schedule 13D is filed to disclose a new Rule 10b5-1 Sales Plan, dated as of March 2, 2009, which replaces the Rule 10b5-1 Sales Plan, dated as of November 26, 2008.  Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D.  Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 4.Purpose of Transaction.

Item 4 is amended and restated in its entirety as follows:

Mr. Kartsotis acquired shares of the Issuer’s Common Stock for investment because he believed that the Common Stock, when acquired, represented an attractive investment opportunity. Mr. Kartsotis serves as the President and Chief Executive Officer of the Issuer. As the President and Chief Executive Officer, Mr. Kartsotis may be deemed to possess the direct or indirect power to direct or cause the direction of the management and policies of the Issuer.

Except as set forth herein, Mr. Kartsotis has no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. Mr. Kartsotis intends to review his investment in the Issuer on a continuing basis and may engage in discussions with management, the Board of Directors, other shareholders of the Issuer and other relevant parties concerning the business, operations, strategy and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and strategic direction, the outcome of the discussions and actions referenced above, actions taken by the Board of Directors, price levels of the Common Stock, other investment opportunities available to Mr. Kartsotis, conditions in the securities market and general economic and industry conditions, Mr. Kartsotis may in the future take such actions with respect to his investment in the Issuer as he deems appropriate including, without limitation, purchasing additional Common Stock or selling some or all of his Common Stock, engaging in pledging with respect to the Common Stock and/or otherwise changing his intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5.Interest in Securities of the Issuer.

Item 5(b) is amended and restated in its entirety as follows:

(b) Number of shares as to which Mr. Kartsotis has:

(i)sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

(ii)shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.

(iii)sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

(iv)shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.

All percentages set forth in this statement are based on 66,545,890 shares of Common Stock, as reported in the Issuer’s Form 10-K for the fiscal year ended January 3, 2009.

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Item 5(c) is amended and restated in its entirety as follows:

(c) Transactions by Mr. Kartsotis in shares of Common Stock of the Issuer in the last sixty days consist of the following transactions pursuant to a Rule 10b5-1 Sales Plan, dated as of November 26, 2008 intended to satisfy the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

Transaction Date	Shares Acquired	Shares Disposed	Price Per Share		Description of Transaction
February 20, 2009	0	25,134	13.5505	(1)	Open market sale
February 19, 2009	0	50,000	13.8765	(1)	Open market sale
February 18, 2009	0	50,000	13.4007	(1)	Open market sale
February 17, 2009	0	50,000	12.5367	(1)	Open market sale
February 9, 2009	0	400	12.5100	(1)	Open market sale
February 6, 2009	0	34,966	12.5043	(1)	Open market sale
January 29, 2009	0	6,100	12.5647	(1)	Open market sale
January 28, 2009	0	50,000	12.8721	(1)	Open market sale
January 27, 2009	0	500	12.5040	(1)	Open market sale
January 26, 2009	0	25,900	12.5169	(1)	Open market sale
January 20, 2009	0	7,000	12.6670	(1)	Open market sale
January 16, 2009	0	20,000	12.9964	(1)	Open market sale
January 15, 2009	0	20,000	12.8834	(1)	Open market sale
January 14, 2009	0	20,000	13.0266	(1)	Open market sale
January 13, 2009	0	20,000	13.9384	(1)	Open market sale
January 12, 2009	0	20,000	14.3391	(1)	Open market sale
January 9, 2009	0	20,000	15.2090	(1)	Open market sale
January 8, 2009	0	20,000	15.9143	(1)	Open market sale
January 7, 2009	0	20,000	16.2196	(1)	Open market sale
January 6, 2009	0	20,000	17.2715	(1)	Open market sale
January 5, 2009	0	20,000	17.3139	(1)	Open market sale

(1)Excluding commissions of $0.05 per share.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is amended and restated in its entirety as follows:

Except as otherwise described herein, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer.

Of the shares described herein, 7,375,539 shares held by Mr. Kartsotis are pledged as collateral to secure a margin loan.  In addition, Mr. Kartsotis is a party to a Rule 10b5-1 Sales Plan, dated as of March 2, 2009 (the “Sales Plan”) intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act to sell a portion of these shares.  The Sales Plan covers the sale of up to 650,000 shares of Common Stock.

The foregoing description of the Sales Plan is a summary only and is qualified in its entirety by the terms of the Sales Plan, which is attached hereto as an exhibit and is incorporated herein by reference.

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Item 7.Material to be Filed as Exhibits.

The following exhibits are filed as exhibits hereto:

Exhibit	Description of Exhibit
1	Rule 10b5-1 Sales Plan, dated as of March 2, 2009

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 6, 2009

KOSTA N. KARTSOTIS
By:	/s/ Kosta N. Kartsotis
Name:	Kosta N. Kartsotis

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EXHIBIT INDEX

Exhibit	Description of Exhibit
1	Rule 10b5-1 Sales Plan, dated as of March 2, 2009

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EX-1

Exhibit 1

Rule 10b5-1 Sales Plan

This Rule 10b5-1 Sales Plan (“Plan”) is adopted by Kosta N. Kartsotis (the “Seller”) on March 2, 2009 (the “Adoption Date”), in order to establish a systematic program by which Citigroup Global Markets Inc., acting through its Smith Barney Division (“Smith Barney” or “SB”), will use its reasonable best efforts to sell on the Seller’s behalf the shares of common stock (“Stock”) of Fossil, Inc  (“Issuer”), which trades under the symbol FOSL.

A.)Sales Program

1.)The Seller’s sales program consists of the following (check the applicable box or boxes):

ovested options, i.e., exercise vested options (“Options”) and contemporaneously sell the Stock issued upon such exercise, using either cash generated from the sale to pay the Option exercise price or cash from a source other than the Stock sale to pay the Option exercise price, as determined by the Seller and specified in Schedule A-1.

xalready-owned Stock, i.e., sell the number of shares of Stock already owned by the Seller (including vested shares granted to the Seller pursuant to the Issuer’s restricted share plan), as specified in greater detail in Schedule A-2.

2.)The Seller hereby appoints SB as the Seller’s agent and attorney-in-fact to effect sales under this Plan.  If the Seller’s sales program consists of exercising vested Options, SB is granted authority to exercise Options on the Seller’s behalf, and Schedule A-1 will constitute the Seller’s Option exercise form.

3.)The Seller agrees to pay SB the commission per share of Stock indicated on Schedules A-1 and/or A-2, as applicable. SB will deduct its commission and applicable transaction fees from the proceeds of any sale of Stock under this Plan.

4.)The exercise and sale prices, and number of Options to be exercised and shares of Stock to be sold, will be adjusted following such time as the Seller or the Issuer notifies SB promptly of a Stock split, Stock dividend or other like distributions affecting the Stock (“Recapitalization”).

5.)(Check the applicable box or boxes)

xThe Seller is a member of the Issuer’s board of directors, or is an “executive officer” for purposes of Section 402 of the Sarbanes-Oxley Act of 2002 (“SOA”).

xThe Seller is subject to the requirements of Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”).

oThe Seller is not subject to Section 402 of the SOA or to Section 16 of the Exchange Act.

The Seller acknowledges that:  (i) the Issuer may prohibit the Seller from engaging in certain types of transactions under this Plan if the Seller is subject to the SOA, and (ii) the Seller is solely responsible for complying with Section 16 of the Exchange Act in connection with this Plan, and will be solely responsible if any sales made under this Plan result in the Seller being liable for “short-swing profits” under Section 16(b).

6.)No later than three business days after a sale of Stock is made under this Plan, the Seller agrees to deposit  (or make arrangements with the Issuer or its transfer agent to deposit) into an account at SB in his or her name the number of shares of Stock to be sold on any particular day on the Seller’s behalf (including shares that have been issued as a result of a Recapitalization).  If the Seller is selling vested shares of Stock under the Issuer’s restricted stock plan in order to pay applicable withholding taxes, the Seller has arranged for a representative of the Issuer to notify a representative designated by SB of the number of shares of Stock necessary to be sold in order to satisfy the Seller’s tax obligation.  The proceeds of such sale shall be remitted by SB to the Issuer (net of SB’s commissions and applicable transaction fees).  SB will not be

Smith Barney is a division and

Service mark of Citigroup

Global Markets Inc.

responsible for the calculation of such taxes or payment of such taxes to the applicable governmental tax authority.

7.)For purposes of this Plan, a “business day” means any day on which the principal U.S. market for trading in the Stock is open for business.

8.)SB shall execute the trades in such a way as to attempt to minimize the negative price impact on the market for the Stock and to attempt to maximize the prices obtained for the shares sold.  SB may use its discretion in how to work the order to attempt to achieve the best execution above the minimum price per share, but at no time will the Seller communicate to SB any instructions on how to execute the order.

B.)Issuer Representations

The Seller acknowledges that as a condition precedent to SB’s acceptance of this Plan, the Issuer must execute the Issuer Representations Certificate in the form attached to this Plan.

C.)Modification, Suspension and Termination

1.)Modification

This Plan may be modified by the Seller only if: (a) SB and the Issuer approve the modification in writing, and (b) the Seller represents in writing on the date of such modification that he or she is not aware of any material non-public information regarding the Issuer or any of its securities (including the Stock) and the modification is being made in good faith and not as part of a scheme to evade Rule 10b5-1.  In the event this Plan is modified pursuant to the foregoing conditions, SB will not be required to effect any sales pursuant to the modification during the two (2) business day period immediately following such modification.

2.)Suspension Events

The Seller acknowledges that it may not be possible to exercise Options or sell Stock during the term of this Plan (“Term”) due to: (a) a legal or contractual restriction applicable to the Seller and/or to SB, (b) a market disruption (including without limitation a halt or suspension of trading in the Stock imposed by a court, governmental agency or self-regulatory organization), (c) rules governing order execution priority on the NASDAQ Stock Market or the New York Stock Exchange (whichever is applicable), (d) a sale effected pursuant to this Plan that fails to comply (or in the reasonable opinion of SB’s counsel is likely not to comply) with Rules 144, 145 or 701 under the Securities Act of 1933 (the “1933 Act”), or (e) the Issuer temporarily withdraws its Issuer Representation Certificate.  In the event the Seller intends to suspend this Plan pursuant to clause (a) or the Issuer intends temporarily to withdraw its Issuer Representation Certificate, the Seller or the Issuer (as the case may be) will notify SB in writing of its intention and the beginning date and the ending date of the suspension or temporary withdrawal period.  The notice shall be provided to SB no less than two (2) business days prior to the intended commencement date.

3.)Termination Events

This Plan will terminate on whichever of the following events occurs first: (a) if the Seller is a natural person, the date upon which SB receives notice of the Seller’s death, (b) the date specified in Schedules A-1 and/or A-2 on which all sales under this Plan will cease, (c) the Seller fails to comply in any material respect with applicable law and/or its obligations under this Plan,  (d)  two (2) business days after the date on which SB receives written notice that the Seller has terminated this Plan (which may be for any reason),  (e) two (2) business days after SB notifies the Seller in writing that SB has terminated this Plan (which may be for any reason),  (f) two (2) business days after the date on which SB receives notice that the Seller has filed a petition for bankruptcy or the adjustment of the Seller’s debts, or a petition for bankruptcy has been filed against the Seller and has not been dismissed within thirty (30) calendar days of its filing,  (g) two (2) business days after the date on which SB receives written notice that the Issuer has withdrawn its Issuer Representations

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Certificate, and (h) as to sales resulting from an Option exercise, the date on which SB receives written notice from the Issuer that the Options specified in Schedule A-1 have expired or been terminated or forfeited.

D.)Representations and Warranties

The Seller makes the following representations.  The representation in Subsection (a) is made on the Adoption Date.  The remaining representations are made on the Adoption Date and are deemed to be re-stated during the Term.

a.)He/she is not aware on the Adoption Date of any material nonpublic information with respect to the Issuer or any of its securities (including the Stock);  b.)  he/she is not subject to any legal, regulatory, or contractual restriction or undertaking that would prevent SB from conducting sales throughout the Term in accordance with Schedule A-1and/or A-2;  c.) he/she is entering into this Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1;  d.)  the Stock and Options subject to this Plan are not subject to any liens, security interests or other impediments to transfer (except for limitations imposed by Rules 144, 145 or 701, if the Seller is subject to these rules), nor is there any litigation, arbitration or other proceeding pending, or to the Seller’s knowledge threatened, that would prevent or interfere with the exercise of Options or sale of Stock under this Plan; e.)  he/she has not entered into or altered a corresponding or hedging transaction or put option equivalent with respect to the Stock, and agrees not to enter into any such transaction while this Plan is in effect; and f.) he/she does not have authority, influence or control over any sales of Stock effected by SB pursuant to this Plan, and will not attempt to exercise any authority, influence or control over such sales.

E.)Rules 144, 145 and 701 (Check the applicable box or boxes)

xFor purposes of Rule 144, the Seller is an “affiliate” of the Issuer or intends to sell shares of Stock under this Plan that are “restricted securities.”

oThe Seller acquired the Stock in a transaction covered by Rule 145.

oThe Seller acquired the Stock under Rule 701 and intends to sell the Stock in accordance with Rule 701(g)(3).

oNeither Rule 144, 145, nor 701 is applicable to the Seller under this Plan.

If the Seller is an “affiliate” of the Issuer, acquired the Stock under a Rule 145 transaction, or holds “restricted shares” which are not otherwise registered for resale under the 1933 Act, then all sales under this Plan will be made by SB in accordance with Rule 144 or Rule 145(d), as applicable.  SB will conduct sales under Rule 701(g)(3) if the third box is checked (unless the Seller is an affiliate).  The Seller agrees not to take, and agrees to cause any person or entity with whom the Seller would be required to aggregate sales of Stock under Rule 144 not to take, any action that would cause any such sale not to comply with Rule 144.

SB will be responsible for filing each required Form 144. The Seller acknowledges and agrees that SB will make only one Form 144 filing each three-month period commencing with the first scheduled sale of Stock under this Plan.

The Seller agrees to advise SB promptly of any sale of Stock by the Seller (or any other person or entity whose sales of Stock would be aggregated with those of the Seller for purposes of compliance with the volume limitations of Rule 144) that is not covered by this Plan, except that the Seller may sell Stock outside of this Plan only if and to the extent that no such sale affects the amount of Stock that may be sold under this Plan in compliance with the volume limitations of Rule 144. The Seller acknowledges and agrees that: (i) sales under this Plan shall not be in any way affected by any sales outside of this Plan, and (ii) for purposes of this sentence, the term “Seller” shall mean and include the Seller and any other person or entity whose sales of Stock would be aggregated with those of the Seller for purposes of compliance with the volume limitations of Rule144. The Seller acknowledges and agrees that he/she will provide SB with a signed and completed Form 144 no later than five business days prior to the commencement of any Sale Period set forth on Schedule A-1and/or A-2.

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F.)Exchange Act Filings

The Seller agrees to make all filings required by the Exchange Act in connection with this Plan. SB will not be required to: (i) make any of these filings on the Seller’s behalf, (ii) review any Exchange Act filing made by the Seller, or (iii) determine whether any Exchange Act filing by the Seller has been made on a timely basis.  SB will not be liable to the Seller for any misstatement, omission or defect in any of these filings.

G.)Indemnification and Limitation of Liability; No Advice

1.)The Seller agrees to indemnify, defend and hold harmless SB (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees and costs) arising out of or attributable to:  a.) any material breach by the Seller of its obligations under this Plan, b.) the material incorrectness or inaccuracy of any of the Seller’s representations and warranties (including the representation required by Section (C)(1) of this Plan), c.) any material violation by the Seller of applicable laws or regulations relating to this Plan or the transactions contemplated by this Plan; and d.) any exercise of Options if cash is not available to pay the exercise price of such Options.  This indemnification will survive the termination of this Plan.  The Seller will have no indemnification obligation in the case of the gross negligence or willful misconduct of SB or any other indemnified person.

2.)Regardless of any other term or condition of this Plan, SB will not be liable to the Seller for: (a) special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, including but not limited to lost profits, lost savings, loss of use of facility or equipment, regardless of whether arising from breach of contract, warranty, tort, strict liability or otherwise, and even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or (b) any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions, acts of war (whether or not declared), acts of terrorism, or other causes commonly known as “acts of God”.  In addition, SB will not be liable to the Seller in the event sales of Stock made in accordance with the terms of this Plan violate the Issuer’s insider trading policies.

3.)The Seller acknowledges that SB has not provided the Seller with any tax, accounting or legal advice with respect to this Plan, including whether the Seller would be entitled to any of the affirmative defenses under Rule 10b5-1.

H.)Governing Law

This Plan will be governed by, and construed in accordance with, the laws of the State of New York, without regard to such State’s conflict of laws rules.

I.)Entire Agreement

This Plan (including all Schedules) reflects the entire agreement between the parties concerning the sale of Stock under Rule 10b5-1, and supersedes any previous or contemporaneous agreements or promises concerning these sales, whether written or oral.  In the event of a conflict between the terms and conditions of this Plan and the terms and conditions of: (i) any other agreement between the Seller and SB concerning sales of Stock under Rule 10b5-1, or (ii) any written instructions provided by the Issuer to the Seller concerning this Plan or Rule 10b5-1 plans in general, the terms and conditions of this Plan will govern.

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J.)Assignment

This Plan and each party’s rights and obligations under this Plan may not be assigned or delegated without the written permission of the other party and will be for the benefit of each party’s successors and permitted assigns, whether by merger, consolidation or otherwise.

K.)Enforceability in the Event of Bankruptcy

The Seller and SB acknowledge and agree that this Plan is a “securities contract,” as such term is defined in Section 741(7) of Title 11 of the United States Code (“Bankruptcy Code”), entitled to all of the protections given such contracts under the Bankruptcy Code.

L.)Confidentiality

SB will maintain the confidentiality of this Plan and will not disclose the specific terms of this Plan to any person or entity, except:  (i) to employees, affiliates and agents of SB who have a legitimate business need to know such information, (ii) to any governmental agency having jurisdiction over SB or any self-regulatory organization of which it is a member, or (iii) to any other person or entity to the extent such disclosure is required by law or by a subpoena issued by a court of competent jurisdiction.

M.)Method of Communication

Except as otherwise specifically provided in this Plan, any communications required or permitted hereunder may be in writing or made orally, provided that any communications made orally must be confirmed in writing within one business day of such communication.  Such written communications shall be directed to the parties as specified in Schedule “B”.

N.)Counterpart Signatures

This Plan may be signed in any number of counterparts, each of which taken together will be deemed an original and part of the same Plan.

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SCHEDULE A-1

Notice of exercise of Options and sale of Stock obtained upon exercise of the Options.

Name of Seller: N/A Name of Issuer: N/A

Please note: It is the Seller’s responsibility to ensure that Options will be vested prior to their associated sale periods listed below and will not expire prior to such sale periods.  The Seller also acknowledges responsibility for notifying SB in the event of an expiration of the Options under the Issuer’s Stock Option Plan that will prevent the occurrence of one or more transactions listed below.  If the Seller authorizes the exercise of more than one vested Option grant, the Options will be exercised in the order in which the Seller lists them below.  The Seller represents that the information below is accurate.

NOTWITHSTANDING THE EARLIEST START DATE SHOWN BELOW, SB WILL NOT BE REQUIRED TO COMMENCE SALES EFFORTS UNDER THIS PLAN PRIOR TO TWO BUSINESS DAYS FOLLOWING THE DATE ON WHICH SB ACCEPTS THIS PLAN (THE “ACCEPTANCE DATE”).

*** INFORMATION ON GRID MUST BE TYPED ***

	(b) Option	(c) Option Expiration	(d) Sale Period(s)		(e) Number of Option Shares
(a) Date of Grant	Vesting Date	Date	Start Date	End Date	to be Sold	(f) Limit Price

“No Sale” Periods (if any)
Start Date	End Date

The maximum number of shares of Stock to be sold under this Schedule A-1 is              .

Commission per share:        cents.

Instructions:

·Please list all options to be exercised and sold in chronological order of proposed exercise and sale.

·In columns (a), (b) and (c) please provide the date of grant, the vesting date and expiration date of the options to be exercised and sold in column (e).  If a specific grant is not attributed to each individual Sale Period, options will be exercised in the order that the grants are listed above.

·In column (d), state the first and last date on which the Stock is authorized to be sold during the Sale Period (Stock sales may occur on or between these dates). If, during any Sale Period the stated price is not reached for some or all of these shares, they will not be carried over into any subsequent Sale Period unless explicitly indicated in the grid above.

·In column (e), state the maximum number of shares to be sold pursuant to the option exercise.  Do not aggregate with amounts authorized to be sold at a lower price during the same Sale Period.

·In column (f), write a dollar price which is the minimum price per share (the Limit Price) at which the Stock is authorized to be sold during the Sale Period.  All limit orders will be treated as “limit not held” orders. NOTE: Option exercises and sales must be at a Limit Price; not “Market”.

·In the grid labeled “No Sale” Periods, list the time period(s), if any, during which no sales may be made, notwithstanding their inclusion in this Schedule A-1.  These periods are independent of any Suspension Event that may occur pursuant to Section C.) 2.) of this Plan.

·In the event options cannot be exercised and the corresponding shares cannot be sold for any reason, including the occurrence of a Suspension Event, the term of this Plan will not be affected thereby and will end on it originally scheduled End Date.

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Check whether your Option exercise price will be paid:

ofrom the proceeds of shares of Stock to be sold under this Plan, or

ofrom a source other than the sale proceeds, as follows: [describe]

.

Account #              

[Signature of the Seller]

Accepted and Agreed to:

CITIGROUP GLOBAL MARKETS INC,

ACTING THROUGH ITS SMITH BARNEY DIVISION

Tamara Sapilak, Assistant Vice-President

[Acceptance Date]

This Schedule A-1 is an integral part of the attached Plan entered into by the Seller with SB and is subject to the terms and conditions set forth therein.

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SCHEDULE A-2

Sale of Stock already owned by the Seller

Name of Seller:  Kosta N. Kartsotis Name of Issuer:  Fossil, Inc.

Please note: The Seller represents that the information below is accurate.

NOTWITHSTANDING THE EARLIEST START DATE SHOWN BELOW, SB WILL NOT BE REQUIRED TO COMMENCE SALES EFFORTS UNDER THIS PLAN PRIOR TO TWO BUSINESS DAYS FOLLOWING THE DATE ON WHICH SB ACCEPTS THE PLAN (THE “ACCEPTANCE DATE”).

*** INFORMATION ON GRID MUST BE TYPED ***

(a)Date Stock	(b)Sale Period(s)		(c)Authorized Number of Owned Shares to		(d)Limit Price (“Market”
Acquired	Start Date	End Date	be Sold		if a Market Order)
January 1989 (650,000 shares)	03/09/09	06/12/09	50,000	*	$	13.00
	03/16/09	06/12/09	50,000	*	$	13.00
	03/23/09	06/12/09	50,000	*	$	13.00
	03/30/09	06/12/09	50,000	*	$	13.00
	04/06/09	06/12/09	50,000	*	$	13.00
	04/13/09	06/12/09	50,000	*	$	13.00
	04/20/09	06/12/09	50,000	*	$	13.00
	04/27/09	06/12/09	50,000	*	$	13.00
	05/04/09	06/12/09	50,000	*	$	13.00
	05/11/09	06/12/09	50,000	*	$	13.00
	05/18/09	06/12/09	50,000	*	$	13.00
	05/25/09	06/12/09	50,000	*	$	13.00
	06/01/09	06/12/09	50,000	*	$	13.00
	03/09/09	06/12/09	Sell additional 50,000 per calendar week (up to 100,000 total)*		$	17.00

* Sell no more than 25,000 shares per trading day

“No Sale” Periods (if any)
Start Date	End Date

The maximum number of shares of Stock to be sold under this Schedule A-2 is 650,000.

Commission per share: $0.05 cents.

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Instructions:

·Shares should be listed in chronological order of proposed sales.

·In column (a), state the date on which the shares to be sold were acquired. If the shares were acquired in more than one lot, state the acquisition date for each lot.

·In column (b), state the first and last date on which the Stock is authorized to be sold during the designated Sale Period (Stock sales may occur on or between these dates).  If, during any Sale Period the stated price is not reached for some or all of these shares, they will not be carried over into any subsequent Sale Period, unless explicitly indicated in the grid above.

·In column (c), state the maximum number of shares authorized to be sold at the price during the designated Sale Period.  Do not aggregate with amounts authorized to be sold at a lower price during the same designated Sale Period.

·In column (d), write either: (i) a dollar price which is the minimum price (the “Limit” Price) at which Stock is authorized to be sold, or (ii) the word “market” if Stock is to be sold at the then-prevailing market price per share during the Sale Period. All market orders will be treated as “market not held” orders.  All limit orders will be treated as “limit not held” orders.

·In the grid labeled “No Sale” Periods, list the period(s), if any, during which no sales may be made pursuant to this Schedule A-2, stated Sale Periods, notwithstanding.  These periods are independent of any Suspension Event that may occur pursuant to Section C.) 2.) of this Plan.

·In the event sales cannot be made for any reason, including the occurrence of a Suspension Event, the term of this Plan will not be affected thereby and will end on its originally scheduled End Date.

Account

X	/s/ Kosta N. Kartsotis
Kosta N. Kartsotis
Accepted and Agreed to:
CITIGROUP GLOBAL MARKETS INC,
ACTING THROUGH ITS SMITH BARNEY DIVISION
X	/s/ Roger Krubiner for T.S.
Tamara Sapilak, Assistant Vice President
3-3-09
[Acceptance Date]

This Schedule A-2 is an integral part of the attached Plan entered into by the Seller with SB and is subject to the terms and conditions set forth therein.

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SCHEDULE “B”

To Rule 10b5-1 Sales Plan

Between

Kosta N. Kartsotis

and

CITIGROUP GLOBAL MARKETS INC,

ACTING THROUGH ITS SMITH BARNEY DIVISION (“SB”)

Communications required by the Plan shall be made to the following persons in accordance with Section  “M” of such Plan:

To The Seller: Name: Kosta N. Kartsotis Address: 2280 N. Greenville  Richardson, TX 75082 Telephone: 972-234-2525 Fax: 972-498-9601 E-Mail: Kosta@fossil.com	Copies to: Name:__________________________________ Address:________________________________ _______________________________________ Telephone:______________________________ Fax: ___________________________________ E-Mail:_________________________________
To Issuer: Name: Randy Hyne Address: 2280 N. Greenville  Richardson, TX 75082 Telephone: 972-699-2115 Fax: 972-498-9615 E-Mail: randyh@fossil.com	Copies to: Name:__________________________________ Address:________________________________ _______________________________________ Telephone:______________________________ Fax: ___________________________________ E-Mail:_________________________________
To SB: Primary Contact: Scott A. Davis E-mail: scott.a.davis@citi.com Alternate Contact: Tonya Merriweather E-Mail: tonya.r.merriweather@citi.com Alternate Contact: David A. Yost E-Mail: david.a.yost@citi.com Address: 200 Crescent Court, Ste. 900  Dallas, TX 75201 Telephone: 214-661-7022 Fax: 214-855-7909	Copies to: Executive Financial Services Name: Tamara Sapilak Address: 485 Lexington Avenue - 11th fl.  New York, NY 10017 Telephone: 212-783-3864 E fax: 646-291-1560 E-mail: tamara.sapilak@citi.com

This  Schedule “B” is an integral part of the attached Plan entered into by the Seller with SB and is subject to the terms and conditions set forth therein.

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ISSUER REPRESENTATIONS

March 2, 2009

To:Smith Barney

As an authorized representative of the Issuer (“Issuer”), I hereby represent and covenant on the Issuer’s behalf that:

1.)I have reviewed the attached Rule 10b5-1 Sales Plan (“Plan”) of Kosta N. Kartsotis  (the “Seller”) adopted on March 2, 2009, and have determined that it does not violate the Issuer’s trading policy.

2.)For purposes of Section 402 of the Sarbanes-Oxley Act of 2002 (check the applicable box):

xThe Seller is an “executive officer” or director of the Issuer

oThe Seller is not an “executive officer” or director of the Issuer

3.)If the Seller is a director or “executive officer” for purposes of Section 402 of the Sarbanes-Oxley Act of 2002, then (check only one box):

oThe Seller is permitted to exercise his/her vested Options and sell Stock issued upon such exercise with the cash proceeds from the sale of the Stock, commonly referred to as a “broker-assisted cashless exercise”.

oThe Seller may exercise his/her vested Options and sell Stock issued upon such exercise only by using cash from a source other than the sale of the Stock under the Plan.

4.)If the Plan covers the exercise of Options granted under the Issuer’s stock option plan (“SOP”), any exercise of the Options under the Plan does not violate the terms and conditions of the SOP.  The Issuer agrees to:  (i) accept, acknowledge and effect the exercise of such Options by SB on the Seller’s behalf upon receipt of a completed Schedule A-1 (which shall constitute the Seller’s Option exercise form), and (ii) notify SB promptly in writing if any of the Seller’s Options have expired or been terminated or forfeited under the SOP.

5.)On any day that the Seller’s Options are exercised pursuant to the Plan (“Instruction Date”), Issuer will instruct its transfer agent to deliver to SB, no later than three business days after the Instruction Date, the number of shares of Stock corresponding to the number of Options exercised (including any shares issued as a result of a Stock split , Stock dividend or other like distributions affecting the Stock).

6.)The Issuer’s obligations (“Obligations”) set forth in Sections 4 and 5 above constitute its legal, valid and binding obligations enforceable against it in accordance with their terms, and there is no contractual restriction to which Issuer is subject, or any litigation or other proceeding pending, or to my knowledge threatened, that would preclude the Seller from exercising Options under the Plan.

By: X	/s/ Randy S. Hyne
	Randy S. Hyne
	Vice President, General Counsel and Secretary

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