Exhibit 10.32
ASSIGNMENT AND AMENDMENT AGREEMENT
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This Assignment and Amendment Agreement, (this "Assignment") is made
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effective as of April 11, 2000 ("Effective Date"), by and between Brand Optical
Corporation ("Brand Optical"), a California corporation; Xx. Xxxx Xxxxx
("Xxxxx"), an individual; and XxxxxxXxxxxxx.xxx a Delaware corporation.
BACKGROUND
Xxxxx and Brand Optical entered into two Licensing Agreements dated April
8, 1993, attached here as Exhibit A (collectively, the "Agreements"). Brand
Optical entered into a contract with Sunglass Products of California ("Cable
Car") for Cable Car to market and sell eyewear utilizing the Xx. Xxxx Xxxxx Name
in exchange for certain royalty payments (the "Cable Car/Brand Optical
Agreement"). XxxxxxXxxxxxx.xxx and Brand Optical are entering into a separate
agreement whereby Brand Optical and Cable Car will terminate the Cable Car/Brand
Optical Agreement. XxxxxxXxxxxxx.xxx intends to enter into separate agreements
with Cable Car regarding the distribution of eyewear. In connection therewith,
Brand Optical now desires to assign the Agreements, and its rights and
obligations thereunder to XxxxxxXxxxxxx.xxx; XxxxxxXxxxxxx.xxx intends to assume
the Agreements and all rights and obligations of Brand Optical thereunder, and
Xxxxx consents to such assignment and assumption. Xxxxx and XxxxxxXxxxxxx.xxx
further desire to amend the terms of the Agreements.
NOW, THEREFORE, for full and sufficient consideration, the receipt and
sufficiency of which is acknowledged, the parties agree as follows:
AGREEMENT
1. Assignment of Rights by Brand Optical. Brand Optical hereby assigns
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to XxxxxxXxxxxxx.xxx the Agreements, including without limitation all rights and
benefits of Brand Optical thereunder.
2. Assumption of Liabilities by XxxxxxXxxxxxx.xxx. XxxxxxXxxxxxx.xxx
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hereby assumes the Agreements and agrees to perform, pay and discharge in a
timely manner all obligations and liabilities of Brand Optical under such
Agreement which accrue on or after the Effective Date hereof.
3. Amendment.
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Royalty Payments. Xxxxx and XxxxxxXxxxxxx.xxx agree that any
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obligation on XxxxxxXxxxxxx.xxx (or Brand Optical) to pay a royalty to Xxxxx as
provided for in Sections 5, 9, and 10 of each of the Agreements shall cease as
of January 1, 2000. Xxxxx acknowledges and agrees that Brand Optical shall be
solely responsible for payment of any and all royalties owing Xxxxx as of the
Effective Date hereof.
4. Payment to Xxxxx.
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XxxxxxXxxxxxx.xxx hereby agrees to make to Xxxxx a one-time payment of
$1,500,000 within three business days after the latest of (i) the date on which
all relevant parties have executed and delivered this Assignment; and (ii) the
date on which all relevant parties have executed and delivered a separate
Amendment and Termination Agreement by and between Brand Optical, Xxxxx and
XxxxxxXxxxxxx.xxx (the "Termination Agreement").
5. Representations and Warranties. Xxxxx represents and warrants
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that he owns all right, title and interest into the trademark and trade name
"Xx. Xxxx Xxxxx" and has not granted any rights to any third person or entity
would conflict with his grant of rights under this Assignment. Xxxxx further
represents that the rights granted to XxxxxxXxxxxxx.xxx in the Agreement are all
of Xxxxx'x rights which are necessary for XxxxxxXxxxxxx.xxx to manufacture,
market and sell eyewear utilizing the Xx. Xxxx Xxxxx Name and/or likeness.
6. Miscellaneous. All other terms and provisions of the Agreement
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shall remain in full force and effect. This Assignment may be executed
simultaneously in any number of counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument.
This assignment has been executed by the parties as of the date
first above written.
XX. XXXX XXXXX: BRAND OPTICAL CORPORATION
/s/ Xx. Xxxx Xxxxx 4/10/00 By: /s/ [ILLEGIBLE]
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Its: CEO - PRESIDENT
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XXXXXXXXXXXXX.XXX
By: /s/ [ILLEGIBLE]
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Its: EVP & CFO
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