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Form of Non-employee Director Performance Share Award Agreement

This is an actual contract by Oxford Industries.

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Sectors: Consumer Products (Non-Durables)
Governing Law: Georgia, View Georgia State Laws
Effective Date: August 25, 2005
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EXHIBIT 10.2


FORM OF


OXFORD INDUSTRIES, INC.


NON-EMPLOYEE DIRECTOR


PERFORMANCE SHARE AWARD AGREEMENT


This Agreement is entered into as of August 25, 2005, by and between <> ("you") and Oxford Industries, Inc., a Georgia corporation ("Oxford"), to set forth the terms and conditions of a Performance Share Award granted to you pursuant to the Oxford Industries, Inc. Long-Term Stock Incentive Plan (the "Plan"). All capitalized terms have the meanings set forth in the Plan unless otherwise specifically provided.


1. Performance Share Award. Oxford hereby grants to you a Performance
Share Award, subject to the terms and conditions of this Agreement and
of the Plan and to your consent to those terms and conditions. A
Performance Share Award provides you with the opportunity to earn
restricted shares of Oxford's Common Stock, par value $1.00 per share
("Restricted Stock"), contingent upon the achievement of Performance
Objectives established by the Committee. All capitalized terms have
the meanings set forth in the Plan unless otherwise specifically
provided.


2. Performance Objective Achievement Required. You will receive shares of
Restricted Stock under this Performance Share Award only if Oxford
achieves the Performance Objectives during the Performance Period and
the Committee certifies in writing that the Performance Objectives
have been achieved. If the Performance Objectives are not achieved, a
portion or all of your Performance Share Award will be canceled and
you will receive no Restricted Stock for the canceled portion of the
Award.


3. Performance Share Award Opportunity. This Performance Share Award
offers you the opportunity to earn the number of shares of Restricted
Stock specified below.


Threshold Share Opportunity Target Share Opportunity Maximum Share Opportunity
1 Share <>Shares <>Shares


4. Performance Period. The Performance Period shall be the period
beginning June 4, 2005 and ending June 2, 2006.


5. Performance Objectives. You will earn shares of Restricted Stock under
this Performance Share Award based on Oxford's "Earnings per Share"
during the Performance Period. For purposes of this Agreement,
Earnings per Share shall be equal to the basic Earnings per Share
calculated in accordance with accounting principles generally accepted
in the United States and as reported in Oxford's financial statements
as filed with the Securities Exchange Commission, except that certain
adjustments may be made for certain non-recurring or unusual non-cash
items recognized in accordance with accounting principles generally
accepted in the United States including, but not limited, to any
write-offs of unamortized deferred financing costs and any asset
impairment write-downs, which the Committee determines in its sole
discretion to exclude for purposes of this Agreement.


The Threshold Earnings per Share is $3.33 per share. The Target
Earnings per Share is $3.45 and the Maximum Earnings per Share is
$3.57 per share. If Oxford attains less than the Threshold Earnings
per Share, you will not earn any Shares under this Restricted Share
Unit Award. If Oxford attains the Threshold Earnings per Share and you
continue to serve Oxford or a Subsidiary as set forth in Section 7
hereof, you will have the opportunity to earn one Share. If Oxford
attains the Target Earnings per S
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