SIXTH AMENDMENT TO LICENSE AGREEMENT DATED JUNE 3, 1999 BETWEEN TOMMY HILFIGER LICENSING, INC. AND MOVADO GROUP, INC.
EXHIBIT 10.3 *
SIXTH
AMENDMENT TO LICENSE AGREEMENT
DATED
JUNE 3, 1999
BETWEEN
XXXXX XXXXXXXX LICENSING, INC. AND
MOVADO
GROUP, INC.
____________________________________________________
AGREEMENT
entered into as of the 1 day of February, 2007 by and between XXXXX XXXXXXXX
LICENSING, LLC, a Delaware limited liability company, f/k/a XXXXX XXXXXXXX
LICENSING, INC., having an address at University Plaza - Bellevue Building,
000
Xxxxxxx Xxxx, Xxxxx 000X, Xxxxxx, Xxxxxxxx 00000 (hereinafter referred to
as
“Hilfiger”) and MOVADO GROUP, INC., a New York corporation, having its offices
at 000 Xxxx Xxxx, Xxxxxxx, Xxx Xxxxxx 00000 (“MGI”) and MOVADO WATCH COMPANY,
S.A., successor by merger with N.A. TRADING, S.A., a Swiss corporation, having
its offices at Xxxxxxxxxxxxxxx 0, 0000 Xxxxxxxx, Xxxxxxxxxxx (“MWC” and MGI
together are hereinafter referred to as “Licensee”).
W
I T N E
S S E T H:
WHEREAS,
Hilfiger and Licensee entered into a license agreement dated June 3, 1999,
which
license agreement was previously amended on January 16, 2002, August 1, 2002,
May 7, 2004, June 25, 2004, and July 29, 2005 (collectively, the “License”);
and
WHEREAS,
Hilfiger and Licensee wish to amend the terms of the License as provided
herein.
NOW,
THEREFORE, in accordance with the mutual covenants herein expressed, and
for
other good consideration, which the parties hereby acknowledge, the parties
hereby agree as follows:
1. All
capitalized terms used herein but not defined shall have the meanings ascribed
to those terms in the License.
2. Paragraph
1.19 of the License is hereby amended by:
(a) |
adding
“, Malta” after “Italy” in 1.19 b. (ii);
|
(b) |
adding
“(Egypt, Xxxxxx, Xxxxxx, Xxxxxx Xxxx Xxxxxxxx and Lebanon)” after “the
Middle East” in 1.19 b. (ii);
|
(c) |
adding
the following new 1.19 b. (iv) to read as
follows:
|
“Eastern
Europe
means
Poland, Bulgaria and Hungary.”
*
CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED FROM PAGE 2 AND FROM
EXHIBITS R AND S AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC") PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT
OF
1934, AS AMENDED ("1934 ACT").
(d) |
adding
the following new 1.19 f. to read as
follows:
|
“China
means
the Region including China as of July 1, 2006”
3. Paragraph
8.1 of the License is hereby amended by deleting the entries for the Seventh
through Twelfth Annual Period in the chart therein and replacing them with
the
following:
*
4. Paragraph
8.2 of the License is hereby amended by adding the following at the end of
thereof:
“Anything
to the contrary herein notwithstanding, Licensee agrees to spend a minimum
* on
advertising in the China Region during the Eighth Annual Period. At the end
of
each Annual Period, Licensee must submit to Hilfiger, proof satisfactory
to
Hilfiger of Licensee’s advertising expenditures in the China Region during the
immediately preceding Annual Period.”
5. Paragraph
19.1 of the License is hereby amended by changing the address for Hilfiger
to
the following:
“To
Hilfiger: XXXXX
XXXXXXXX LICENSING, LLC
000
Xxxxxxx
Xxx
Xxxxxxxx,
Xxx Xxxxxx 00000
Attn:
Xxxxx Xxxxxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
with
a
copy to: Xxxxxx
LLP
000
Xxxx
Xxxxxx
Xxx
Xxxx, Xxx Xxxx
00000
Telephone:
(000)
000-0000
Facsimile:
(000)
000-0000
XXXXX
XXXXXXXX USA, INC.
000
Xxxx
00xx Xxxxxx, 0xx Xx
Xxx
Xxxx,
XX 00000
Attention:
Office of the General Counsel
*
CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC
PURSUANT TO
RULE
24b-2 OF THE 1934 ACT.
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000”
6. Exhibit
R
of the Licensee is hereby deleted in its entirety and replaced by the new
Exhibit R annexed hereto.
7. Exhibit
S
of the Licensee is hereby deleted in its entirety and replaced by the new
Exhibit S annexed hereto.
8. Except
as
modified herein, all other terms, conditions and provisions contained in
the
License shall remain in full force and effect and nothing contained herein
shall
alter them in any way and are hereby in all respects ratified and
confirmed.
IN
WITNESS WHEREOF, Hilfiger and Licensee have signed this Amendment as of the
date
first above written.
XXXXX
XXXXXXXX LICENSING, LLC MOVADO
GROUP,
INC.
By:
/s/
Xxxx Xxxxxx By:
/s/
Xxxxxxx Xxxx
Name:
Xxxx Xxxxxx Name:
Xxxxxxx Xxxx
Title:
Group President of Xxxxx Xxxxxxxx Licensing
Title:
COO
MOVADO
WATCH COMPANY, S.A.
By:
/s/
Xxxxxxx X. Xxxxxx
Name:
Xxxxxxx X. Xxxxxx
Title:
Attorney-in-fact
EXHIBIT
R
MINIMUM
SALES LEVELS
*
*
CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC
PURSUANT TO
RULE
24b-2 OF THE 1934 ACT.
EXHIBIT
S
GUARANTEED
MINIMUM ROYALTIES
*
*
CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC
PURSUANT TO
RULE
24b-2 OF THE 1934 ACT.