among GUESS?, INC., as Borrower,Credit Agreement • March 30th, 2000 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2000 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • New York
TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 12th, 1998 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • Massachusetts
EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G, dated February 14, 1997 (the "Schedule 13G"), with respect to the common stock, par value $.01 per shares, of Guess ?, Inc., is, and any amendments...Joint Filing Agreement • February 18th, 1998 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments
The undersigned hereby agree that the Statement on Schedule 13G, dated February 14, 1997 (the "Schedule 13G"), with respect to the common stock, par value $.01 per shares, of Guess ?, Inc., is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitutes one and the same instrument.
10.29. Indemnification Agreement among the Registrant and certain stockholders of the Registrant. ------------------------------------------------------------------------------- INDEMNIFICATION AGREEMENTIndemnification Agreement • March 31st, 1997 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • New York
SUBSCRIPTION AGREEMENT ________________________________________ BY AND AMONG STRANDEL INC. GUESS?, INC.Subscription Agreement • March 30th, 2000 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • Quebec
AMENDED AND RESTATED JOINT FILING AGREEMENTJoint Filing Agreement • March 24th, 2003 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock, $0.01 par value, of Guess?, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such statement.
10.28. Registration Rights Agreement among the Registrant and certain stockholders of the Registrant. ------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is...Registration Rights Agreement • March 31st, 1997 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • New York
R E C I T A L SIndemnification Agreement • October 23rd, 1996 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • New York
Exhibit 10.14 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT is made and entered into as of August 1, 1996, between Guess ?, Inc., a Delaware corporation (the "Company"), and the stockholders of the Company indicated on the signature...Registration Rights Agreement • October 23rd, 1996 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • New York
FIRST AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS' AGREEMENTShareholder Agreements • May 14th, 1997 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • Delaware
GUESS?, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 26, 2019 2.00% Convertible Senior Notes due 2024Indenture • April 29th, 2019 • Guess Inc • Women's, misses', children's & infants' undergarments • New York
INDENTURE, dated as of April 26, 2019, between Guess?, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
10.25. Employment Agreement between the Registrant and Maurice Marciano. ------------------------------------------------------------------------------- EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, made as of August 13, 1996, by and between Guess ?,...Employment Agreement • March 31st, 1997 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • California
GUESS?, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 17, 2023 3.75% Convertible Senior Notes due 2028Indenture • April 18th, 2023 • Guess Inc • Women's, misses', children's & infants' undergarments • New York
INDENTURE, dated as of April 17, 2023, between Guess?, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
10.26. Employment Agreement between the Registrant and Paul Marciano. --------- ----------------------------------------------------------------------- EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, made as of August 13, 1996, by and between Guess ?,...Employment Agreement • March 31st, 1997 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • California
10.27. Employment Agreement between the Registrant and Armand Marciano. ------------------------------------------------------------------------------- EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, made as of August 13, 1996, by and between Guess ?,...Employment Agreement • March 31st, 1997 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • California
EXHIBIT 4 February 10, 2003 Mr. Armand Marciano, Trustee Armand Marciano Trust 9101 Hazen Drive Beverly Hills, CA 90210 Re: Demand Registration Dear Mr. Marciano: On November 4, 2002, the Armand Marciano Trust (the "AMT") exercised its demand...Registration Rights Agreement • March 24th, 2003 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments
PERFORMANCE SHARE AWARD AGREEMENT (Revenue (Excluding Americas Retail)/Earnings from Operations)Performance Share Award Agreement • September 6th, 2018 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware
This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of June 25, 2018 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and [Paul Marciano / Victor Herrero] (the “Grantee”).
STANDARD INDUSTRIAL LEASE AGREEMENT THIS LEASE, made this 14th day of May, 1999, by and between ROBERT PATTILLO PROPERTIES, INC., a Georgia corporation, hereinafter referred to as "Landlord"; and GUESS?, INC., a Delaware corporation, hereinafter...Standard Industrial Lease Agreement • March 30th, 2000 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 31st, 2009 • Guess Inc • Women's, misses', children's & infants' undergarments • California
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), made as of December 18, 2008 between Guess?, Inc., a Delaware corporation (the “Company”), and Paul Marciano (the “Executive”).
10.30. Indemnification Agreement between the Registrant and certain executives and directors. ------------------------------------------------------------------------------ INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT, dated as of March 3, 1997...Indemnification Agreement • March 31st, 1997 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • Delaware
PERFORMANCE SHARE AWARD AGREEMENT (TSR)Performance Share Award Agreement • September 4th, 2020 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware
This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of June 29, 2020 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and [Carlos Alberini / Kathryn Anderson] (the “Grantee”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • June 2nd, 2023 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of May 12, 2023 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and Paul Marciano (the “Grantee”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • June 2nd, 2017 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware
This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of April 28, 2017 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and [Paul Marciano / Victor Herrero] (the “Grantee”).
GUESS?, INC.Nonqualified Stock Option Agreement • September 4th, 2020 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated June 11, 2020 by and between Guess?, Inc., a Delaware corporation (the “Company”), and Kathryn Anderson (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Company to the Grantee as to the number of shares of the Company’s Common Stock first set forth below.
Exhibit 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, made as of August 13, 1996, by and between Guess ?, Inc., a Delaware corporation (herein referred to as the "Company"), and Paul Marciano (herein referred to as the "Executive"). W I T N E S S E...Employment Agreement • October 23rd, 1996 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • California
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among CONGRESS FINANCIAL CORPORATION (WESTERN) as Lender and WACHOVIA SECURITIES, INC. as the Arranger and Administrative Agent and GUESS ?, INC., GUESS ? RETAIL, INC. and GUESS.COM, INC. as...Loan and Security Agreement • March 27th, 2003 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • California
This Amended and Restated Loan and Security Agreement dated December 20, 2002 is entered into by and among CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation ("Lender"), WACHOVIA SECURITIES, INC., a Delaware corporation (as the "Arranger and Administrative Agent"), and GUESS ?, INC., a Delaware corporation, GUESS? RETAIL, INC., a Delaware corporation, and GUESS.COM, INC., a Delaware corporation, jointly and severally as co-Borrowers (each a "Borrower" and collectively, the "Borrowers").
PERFORMANCE SHARE AWARD AGREEMENT (TSR)Performance Share Award Agreement • June 2nd, 2023 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware
This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of [__________], 2023 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and [Carlos Alberini / Markus Neubrand / Fabrice Benarouche] (the “Grantee”).
AMENDMENT NUMBER THREE TO LOAN, GUARANTY AND SECURITY AGREEMENTLoan, Guaranty and Security Agreement • April 22nd, 2020 • Guess Inc • Women's, misses', children's & infants' undergarments • California
THIS LOAN, GUARANTY AND SECURITY AGREEMENT is dated as of June 23, 2015 among GUESS?, INC., a Delaware corporation ("Parent"), GUESS? RETAIL, INC., a Delaware corporation (“Retail”), GUESS.COM, INC., a Delaware corporation (“Com”; and together with Parent, Retail and any party that joins this Agreement as a “U.S. Borrower” pursuant to Section 10.1.9(a), each a “U.S. Borrower” and collectively, the “U.S. Borrowers”), GUESS? CANADA CORPORATION, a company amalgamated under the laws of the province of Nova Scotia, Canada (“Guess Canada”; together with each party that joins this Agreement as a “Canadian Borrower” pursuant to Section 10.1.9(a), each a “Canadian Borrower” and collectively, the “Canadian Borrowers”; and together with U.S. Borrowers, each a “Borrower” and collectively, the “Borrowers”), Parent and certain Subsidiaries of Parent party to this Agreement as guarantor (each, a “Guarantor” and collectively, the “Guarantors”), the financial institutions party to this Agreement from t
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 11th, 2007 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware
This RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of August 6, 2007 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and Carlos Alberini (the “Grantee”).
STANDARD OFFICE LEASE—GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATIONStandard Office Lease • March 29th, 2002 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments
EXHIBIT 6 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the "Agreement") is made and entered into as of March 14, 2003 by and between the Armand Marciano Trust dated February 20, 1986 ("Seller") and the Maurice Marciano Trust (1995...Stock Purchase Agreement • March 24th, 2003 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • April 1st, 2024 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware
THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made as of March 28, 2024 (the “Effective Date”), between, on the one hand, (a) Guess?, Inc., a Delaware Corporation (the “Company”), and, on the other hand, (b) Maurice Marciano, individually (“MM”), and as a trustee of the Maurice Marciano Trust (the “MM Trust”).
TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTAmended and Restated Revolving Credit Agreement • November 12th, 1998 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • Massachusetts
AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENTLoan Agreement • April 3rd, 2024 • Guess Inc • Women's, misses', children's & infants' undergarments • New York
THIS AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT is dated as of December 20, 2022 by and among GUESS?, INC., a Delaware corporation (“Parent”), GUESS? RETAIL, INC., a Delaware corporation (“Retail”), GUESS.COM, INC., a Delaware corporation (“Com”; and together with Parent, Retail and any party that joins this Agreement as a “U.S. Borrower” pursuant to Section 10.1.9(a), each a “U.S. Borrower” and collectively, the “U.S. Borrowers”), GUESS? CANADA CORPORATION, a company amalgamated under the laws of the province of Nova Scotia, Canada (“Guess Canada”; together with each party that joins this Agreement as a “Canadian Borrower” pursuant to Section 10.1.9(a), each a “Canadian Borrower” and collectively, the “Canadian Borrowers”; and together with U.S. Borrowers, each a “Borrower” and collectively, the “Borrowers”), Parent and certain Subsidiaries of Parent party to this Agreement as guarantor (each, a “Guarantor” and collectively, the “Guarantors”), the financial institution
