Exhibit 10.3
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WAIVER OF CERTAIN PAYMENTS
WHEREAS, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ U.S.A., Inc. ("THUSA") and I are parties to the
Amended and Restated Hilfiger Employment Agreement dated as of June 30, 1992
(the "Employment Agreement"); and
WHEREAS, Sections 4(a) and 4(c) of the Employment Agreement provide for
certain compensation based in whole or in part upon "Net Sales" as defined in
the Employment Agreement (the "Compensation"); and
WHEREAS, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation, a British Virgin Islands corporation
and the parent of THUSA ("Parent"), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Eastern Hemisphere) Limited,
a British Virgin Islands corporation and a wholly owned subsidiary of Parent,
and TH Europe Holdings Limited, a British Virgin Islands corporation, have
entered into a Stock Purchase Agreement dated as of June 29, 2001 (the "Stock
Purchase Agreement"), pursuant to which T.H. International N.V., a corporation
organized under the laws of the Netherlands Antilles (the "European Company")
will become an indirect wholly-owned subsidiary of Parent (the "Acquisition");
and
WHEREAS, for the avoidance of doubt, I have agreed with THUSA that "Net
Sales" for purposes of the Employment Agreement shall not take into account any
amounts invoiced in respect of goods shipped by or on behalf of the European
Company or its subsidiaries or returns, allowances, bad debts or trade discounts
in respect thereof (the "European Sales");
NOW, THEREFORE, in consideration of THUSA's payment to me of $1.00 and
other good and valuable consideration:
1. I do hereby agree that European Sales shall not be taken into account in
computing "Net Sales" under the Employment Agreement.
2. This waiver shall be construed and governed in all respects under the
laws of the State of New York.
3. Notwithstanding any of the foregoing provisions of this waiver, this
waiver shall terminate and be null and void AB INITIO immediately upon the
termination of the Stock Purchase Agreement before consummation of the
Acquisition.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Date: June 29, 2001
ACCEPTED AND AGREED:
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ USA, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President - Finance and Administration
