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<SEC-DOCUMENT>0000950142-07-001049.txt : 20070504
<SEC-HEADER>0000950142-07-001049.hdr.sgml : 20070504
<ACCEPTANCE-DATETIME>20070504161600
ACCESSION NUMBER:		0000950142-07-001049
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20070430
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070504
DATE AS OF CHANGE:		20070504

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MOVADO GROUP INC
		CENTRAL INDEX KEY:			0000072573
		STANDARD INDUSTRIAL CLASSIFICATION:	WATCHES, CLOCKS, CLOCKWORK OPERATED DEVICES/PARTS [3873]
		IRS NUMBER:				132595932
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-16497
		FILM NUMBER:		07820619

	BUSINESS ADDRESS:	
		STREET 1:		650 FROM ROAD
		CITY:			PARAMUS
		STATE:			NJ
		ZIP:			07652
		BUSINESS PHONE:		201-267-8000

	MAIL ADDRESS:	
		STREET 1:		650 FROM ROAD
		CITY:			PARAMUS
		STATE:			NJ
		ZIP:			07652

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NORTH AMERICAN WATCH CORP
		DATE OF NAME CHANGE:	19930916
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k_043007.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>
===============================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of Report (date of earliest event reported):  APRIL 30, 2007


                               MOVADO GROUP, INC.
- -------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


                                    NEW YORK
- -------------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


           1-16497                                      13-2595932
- -------------------------------------------------------------------------------
   (Commission File Number)               (IRS Employer Identification Number)



                  650 FROM ROAD
               PARAMUS, NEW JERSEY                          07652
- -------------------------------------------------------------------------------
     (Address of principal executive offices)             (Zip Code)


       Registrant's telephone number, including area code: (201) 267-8000


                                 NOT APPLICABLE
- -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

     |_|   Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     |_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

     |_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

===============================================================================
<PAGE>


ITEM 5.02.    DEPARTURE  OF  DIRECTORS   OR  CERTAIN   OFFICERS;   ELECTION  OF
DIRECTORS;  APPOINTMENT  OF  CERTAIN  OFFICERS;  COMPENSATORY  ARRANGEMENTS  OF
CERTAIN OFFICERS.

              (e)  On  April  30,  2007,   the   Compensation   Committee  (the
"COMMITTEE") of Movado Group, Inc. (the "COMPANY")  approved  additional awards
under the Movado Group, Inc. Executive  Long-Term  Incentive Plan (the "LTIP"),
which was adopted initially on May 31, 2006 pursuant to Section 9 of the Movado
Group,  Inc. 1996 Stock  Incentive Plan (as amended and restated,  the "PLAN").
The awards relate to the  three-year  Award Period (as defined below) ending on
January 31, 2010. The Committee may make additional  awards under the LTIP with
respect to future Award Periods.

              The LTIP provides for the award of "Performance  Share Units" (as
defined in the Plan) during the three fiscal  years  beginning  with the fiscal
year during which the award is granted (the "AWARD PERIOD").  Performance Share
Units are  equivalent,  one for one,  to shares of "Stock"  (as  defined in the
Plan) that vest based on the Company's  achievement of its  "operating  margin"
(as  defined in the LTIP) for the last  fiscal  year of the Award  Period  (the
"PERFORMANCE  GOAL") and continued service by the employee.  Each participant's
target award is expressed as a number of  Performance  Share Units.  The actual
number  of  shares  of  Stock  earned  by a  participant  will be  based on the
Company's  actual  performance  at the end of the Award Period  relative to the
Performance Goal and can range from 0% to 150% of the target award.

              Depending  on  the  extent  to  which  the  Performance  Goal  is
achieved,  up to 50% of the shares of Stock  equal to the target  Award will be
distributed  within 75 days after the  completion  of the Award  Period and the
remainder of the earned shares will be distributed on the second anniversary of
the  completion  of the Award  Period.  Participants  must be  employed  at the
completion  of the Award Period to receive the shares.  The amount  deferred to
the  second  anniversary  is  subject  to  forfeiture  only in the event of the
participant's   voluntary  resignation  or  termination  of  the  participant's
employment for "Cause" (as defined in the LTIP). A pro-rata payout will be made
for "retirement" (as defined in the LTIP),  permanent disability (as determined
by the  Committee) or death  occurring  during the Award Period based on actual
performance at the end of the Award Period.

              Each  Performance  Share  Unit will be  credited  with  "Dividend
Equivalents"  (as defined in the Plan) equal to the dividends paid on one share
of Stock during the Award Period and the subsequent two-year mandatory deferral
period.  Dividend  Equivalents will be in the form of "Phantom Stock Units" (as
defined in the Plan) and will be  distributed  as an equal  number of shares of
Stock at the same time as the distribution of earned shares.

              Upon the  occurrence  of a "Change in Control" (as defined in the
Plan),  the Performance  Share Units awarded will be converted on a one-for-one
basis to time-based Phantom Stock Units without pro-ration,  which will vest at
the  end of the  Award  Period.  Upon  vesting,  one  share  of  Stock  will be
distributed for each Phantom Share Unit not previously forfeited. If the Change
in Control  occurs during the first 12 months of the Award  Period,  the shares
will be converted at 50% of the target Award.  If the Change in Control  occurs
during the second 12 months of the Award  Period,  the shares will be converted

<PAGE>

at 100% of the target Award.  If the Change in Control  occurs during the final
12 months of the Award Period,  the shares will be converted at a percentage of
the target  Award  based on actual  performance  through  the Change in Control
date. If a  participant's  employment is terminated  within 24 months after the
Change in Control,  the unvested  Phantom  Stock Units will become  immediately
vested.

              A form of the LTIP Award Notice,  which contains a summary of the
material  terms of the  award,  is filed as  Exhibit  10.1 to this Form 8-K and
incorporated herein by reference.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

              (d)      Exhibits

                       10.1     Form of LTIP Award Notice.



<PAGE>


                                   SIGNATURES

              Pursuant to the  requirements  of the Securities  Exchange Act of
1934,  the  registrant  has duly caused this report on Form 8-K to be signed on
its behalf by the undersigned, hereunto duly authorized.


Dated: May 4, 2007

                                                  MOVADO GROUP, INC.


                                                  By: /s/ Timothy F. Michno
                                                      -------------------------
                                                  Name:   Timothy F. Michno
                                                  Title:  General Counsel

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10-1form8k_043007.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

                                                                   EXHIBIT 10.1
                                                                   ------------


                              MOVADO GROUP, INC.

                              EXECUTIVE LONG-TERM

                               INCENTIVE PROGRAM



INTRODUCTION:

The Movado Group, Inc. long-term incentive plan ("LTIP") is a performance share
program that has been established by the Compensation Committee of the Board of
Directors of Movado Group, Inc. (the "Committee")  pursuant to Section 9 of the
Movado Group,  Inc.  1996 Stock  Incentive  Plan (as amended and restated,  the
"Plan").

Capitalized  terms that are not defined below have the meaning given to them in
the Plan.  Performance Share Units are equivalent,  1 for 1, to shares of Stock
that vest based on the Company's  achievement of multi-year  Performance  Goals
and the continued service of the Plan Participant.

OBJECTIVES:

   o    Links compensation to the achievement of corporate goals
   o    Recognizes competitive practices in executive compensation
   o    Focuses key employees on the improvement of the Company's operating
        profit
   o    Provides greater equity awards for achieving and exceeding goals
   o    Assists with the attraction and retention of key management personnel

TYPE OF AWARD:

Your Award is in the form of Performance shares as described under Section 9 of
the  Plan.  These  Performance  Share  Units  will be  credited  with  Dividend
Equivalents during the Award Period as described below if the Performance Goals
are achieved and the stock is distributed.

PERFORMANCE GOALS:

The Performance Goal that will determine the number of shares of Stock, if any,
you receive is the Company's  OPERATING MARGIN.  Operating margin is defined as
operating  profit divided by net sales,  determined in accordance  with GAAP as
consistently  applied by the  Company.  This number will be adjusted to exclude
the impact of acquisitions and divestitures.

AWARD PERIOD:

The Award  Period,  which is the period of time  within  which  performance  is
measured  to  determine  whether an Award of  Performance  Share Units has been
earned, is a three year period ending January 31.

<PAGE>

SIZE OF INDIVIDUAL AWARDS:

Your target  Award is  expressed as a Number of  Performance  Share Units.  The
actual number of shares of Stock earned is based on actual  performance  at the
end of the Award Period relative to the Performance Goals and can range from 0%
to 150% of the target  Award  depending  on the  achievement  of the  operating
margin goals.

PERFORMANCE STANDARDS:

   o    The number of shares of Stock earned is determined using the following
        payout schedule for the Award Period ending January 31.
   o    Payouts between performance levels will be based on straight line
        interpolation.

THREE YEAR FISCAL PERFORMANCE CYCLE
- -------------------------------------------------------------------------------
Degree of Performance               Operating                 % of Shares
Attainment                          Margin FY [  ]**          Earned
(% of Target Goal)

Maximum (111%)                      *                         150%

Target (100%)                       *                         100%

Threshold (89.5%)                   *                          50%

Below Threshold                     *                           0%

*  To be determined by resolution of the Committee
** The last fiscal year of the Award Period.
- -------------------------------------------------------------------------------

VESTING AND EARN OUT:

After the Award Period ends,  depending on the extent to which the  Performance
Goals is  achieved,  up to 50% of the shares of Stock equal to the target Award
will be distributed within 75 days after completion of the Award Period and the
remainder of the earned shares will be  distributed  on the 2nd  anniversary of
completion of the Award Period.

<PAGE>

Participants must be employed at the completion of the Award Period in order to
receive  the shares of Stock.  The amount  deferred to the 2nd  anniversary  is
subject  to  forfeiture  only  in  the  event  of the  Participant's  voluntary
resignation or termination of the Participant's employment for cause.

         TERMINATION FOR CAUSE

For purposes of this LTIP, the  Participant's  employment shall be deemed to be
terminated  for "Cause" if the  Participant  is  discharged:  (i) on account of
fraud,  embezzlement  or other  unlawful  or tortious  conduct,  whether or not
involving  or against the Company or any  Affiliate,  (ii) for  violation  of a
written policy of the Company or any  Affiliate,  (iii) for serious and willful
acts of misconduct  detrimental to the business or reputation of the Company or
any  Affiliate  or (iv) for  "Cause" or any like term as defined in any written
employment contract with the Participant

         PRO-RATA PAYOUTS

Pro-rata  payouts  will  be  made  for  retirement,  permanent  disability  (as
determined by the Committee) and death occurring  during the Award Period based
on actual performance at the end of the Award Period.

         RETIREMENT AND LEAVE OF ABSENCE

For  purposes  of  the  LTIP,  "retirement"  means  a  Participant's  voluntary
resignation  (i) at or after age 65, or (ii) before the age of 65 but after age
55 provided  the  Participant  has been  employed by the Company (or one of its
Affiliates) for at least 10 years and further subject to the specific  approval
of the Committee (including any limitations or conditions the Committee may, in
its discretion, impose which are not inconsistent with the express terms of the
Plan such as, without limitation,  a covenant by the Participant not to compete
with the Company).

The  Committee  may in its  discretion  determine  whether any leave of absence
(including   short-term  or  long-term   disability  or  medical  leave)  shall
constitute a termination of employment for purposes of the LTIP.

<PAGE>

        DISTRIBUTION SCHEDULE

- -------------------------------------------------------------------------------
TARGET AWARD:  2,000 PERFORMANCE SHARE UNITS

ACTUAL PERFORMANCE         # OF SHARES       # OF SHARES OF STOCK DISTRIBUTED
LEVEL                      EARNED            (END OF CYCLE)*    2ND ANNIVERSARY

Maximum                    3,000             1,000              2,000

Target                     2,000             1,000              1,000

Threshold                  1,000               500                500

*EQUAL TO THE LESSER OF (A) 50% OF NUMBER OF SHARES EARNED OR (B) 50% OF TARGET
SHARES
- -------------------------------------------------------------------------------

PAYOUT:

Awards  will be paid in shares  of  Stock,  net of  required  tax  withholding.
Dividend credits are paid on the number of shares actually earned, as described
below.

DIVIDENDS:

Each Performance Share Unit will be credited with Dividend Equivalents equal to
the  dividends  paid on one  share of Stock  during  the Award  Period  and the
subsequent two-year mandatory deferral period.

<PAGE>

Dividend  Equivalents  will be in the form of Phantom  Stock  Units and will be
distributed  as an equal  number  of  shares  of Stock at the same  time as the
distribution of earned shares.

CHANGE IN CONTROL:

If there should be a Change in Control,  the  Performance  Share Units  awarded
will  be  immediately  and  automatically  converted  on a 1  for  1  basis  to
TIME-BASED Phantom Stock Units without pro-ration which will vest at the end of
the Award Period and upon vesting,  one share of Stock will be distributed  for
each Phantom  Share Unit not  previously  forfeited.  The basis for  conversion
depends upon when during the Award Period the Change in Control occurs.

- -------------------------------------------------------------------------------
TIME OF THE CHANGE IN CONTROL         SHARES CONVERTED AT
- -------------------------------------------------------------------------------
Months 1 through 12                   Threshold
- -------------------------------------------------------------------------------
Months 13 through 24                  Target
- -------------------------------------------------------------------------------
Months 25 through 36                  Performance to Date
- -------------------------------------------------------------------------------

If a Participant's  employment is terminated  within 24 months after the Change
in Control, the unvested Phantom Stock Units will become immediately vested.

<PAGE>

MISCELLANEOUS:

The Committee  reserves the right with or without notice,  at any time and from
time to time,  in its sole and  absolute  discretion  to (i) amend or modify in
whole or in part any of the  provisions  of the LTIP in any respect  whatsoever
(ii) suspend or cancel the LTIP and (iii) make  exceptions to any or all of the
provisions of the LTIP on a case by case basis.

This LTIP  shall be  subject  to all of the terms and  provisions  of the Plan,
which  are  incorporated  hereby  and  made  a part  hereof.  If  there  is any
inconsistency  between  any of the  provisions  of the LTIP and the  Plan,  the
provisions of the Plan shall govern.

NEITHER  THE PLAN NOR THE LTIP  CONSTITUTES  A CONTRACT OF  EMPLOYMENT  AND THE
COMPANY SPECIFICALLY RESERVES THE RIGHT TO TERMINATE A PARTICIPANT'S EMPLOYMENT
AT ANY TIME WITH OR WITHOUT  CAUSE AND WITH OR WITHOUT  NOTICE OR  ASSIGNING  A
REASON.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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