EXHIBIT 10.1*
FIRST AMENDMENT TO LICENSE AGREEMENT
DATED JUNE 3, 1999 BETWEEN
XXXXX XXXXXXXX LICENSING, INC. AND
MOVADO GROUP, INC.
AGREEMENT entered into as of the 16th day of January, 2002 by and
between XXXXX XXXXXXXX LICENSING, INC., a Delaware corporation, 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") (MGI and MWC are hereinafter jointly
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 (the "License"); and
WHEREAS, the parties have agreed to the amendments to the License
contained herein.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
agreements contained and promises herein expressed, and for other good
consideration acknowledged by each of them to be satisfactory and adequate, do
hereby agree as follows:
1. All capitalized terms used herein shall have the meanings ascribed
to them in the License.
2. Paragraph 7.7 of the License is hereby amended by deleting the same
in its entirety and replacing it with the following:
"7.7 APPROVED CUSTOMERS. Licensee may sell Licensed Products only to
those specialty shops, department stores and retail outlets (including
those who sell directly to the consumer) that carry high quality and
prestige merchandise and
(*CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED FROM EXHIBIT
"P" THERETO AND FROM ADDENDUM "A" TO EXHIBIT "Q" THERETO AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT
TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934 ("1934 ACT")).
whose operations are consistent with Hilfiger's reputation and sales
policies. In addition, Licensee may sell Licensed Products to corporate
accounts, which have been approved in writing by Hilfiger, for the use
of the employees of such corporate accounts ("Approved Corporate
Accounts"). Approved Corporate Accounts shall in no event include
corporate accounts selling alcohol, tobacco, gaming and firearms
products. A list of Approved Corporate Accounts is annexed hereto as
Exhibit P. Upon execution of this Agreement, and prior to the opening
of each selling season (and whenever Licensee wishes to sell Licensed
Products to customers not previously approved by Hilfiger), Licensee
must submit a list of its proposed customers (not including previously
approved customers) for Hilfiger's written approval. Hilfiger has the
right to withdraw any such approval on written notice to Licensee,
provided, however, that Hilfiger will not withdraw approval of a
customer which is then carrying any products of Hilfiger's men's
sportswear licensee unless Hilfiger is reasonably dissatisfied with the
display, delivery or inventory model of Licensed Products of such
customer. After such notice, Licensee may not accept additional orders
for Licensed Products from such customer, but may fill any existing
order. Anything herein to the contrary notwithstanding, Licensee may
sell Licensed Products to advertising specialty companies for resale
only to Approved Corporate Accounts, for the use of their employees,
and not for resale, provided that such advertising specialty companies
shall, prior to receiving any Licensed Products from Licensee, execute
an agreement substantially in the form annexed hereto as Exhibit Q and
provide an original executed copy of such agreement to Hilfiger."
3. Paragraph 8.2a of the License is hereby amended by changing the
dates in the second sentence thereof from "January 15, April 15, July 15 and
October 15" to "January 30, April 30, July 30 and October 30."
4. Except as modified hereby, all other paragraphs contained therein
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 respectively signed this
Amendment as of the date first written above.
XXXXX XXXXXXXX LICENSING, INC. MOVADO GROUP, INC.
By: /s/ Xxxxxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxxx
Title: Assistant Secretary By: Xxxxxxx X. Xxxxxx
Title: General Counsel
MOVADO WATCH COMPANY, S.A.
/s/ Xxxx Xxxxx
By: Xxxx Xxxxx
Title: President
EXHIBIT P
APPROVED CORPORATE ACCOUNTS
*
* (CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
SEC PURSUANT TO RULE 24b-2 OF THE 1934 ACT.)
EXHIBIT Q
Movado Group, Inc.
000 Xxxx Xxxx
Xxxxxxx, Xxx Xxxxxx 00000
(Distributor)
------------------
------------------
Dear (Distributor):
Please sign this letter where indicated below to confirm your agreement
to all of the following:
1. Parties. For the purposes hereof, Movado Group, Inc. shall be "Movado"
and you shall be "Distributor".
2. The Products. For the purposes hereof, the "Products" shall mean
watches bearing Xxxxx Xxxxxxxx trademarks.
3. The Trademark. Distributor acknowledges the great value of the good
will associated with the Xxxxx Xxxxxxxx trademarks (the "Trademark")
and acknowledges that the Trademark and all the rights therein, and
good will attached thereto, belong exclusively to Xxxxx Xxxxxxxx
Licensing, Inc. ("Hilfiger").
4. Distinctiveness and Quality of the Trademark. Distributor agrees to
maintain the distinctiveness of the Trademark and the image and high
quality of the goods and merchandise bearing the xxxx presently
manufactured and sold by Hilfiger and its licensees, and the
prestigious marketing of same as hitherto and presently maintained by
Hilfiger and its licensees.
5. Customers. The Products sold to Distributor may be sold by Distributor
only to corporate accounts which have been approved in writing by
Movado for the use of the employees of such accounts and not for resale
("Approved Corporate Accounts"). Distributor shall submit a written
list of the proposed new, previously unapproved, customers for approval
by Movado, which approval may be given or withheld at Movado's sole
discretion. Distributor acknowledges that Movado must obtain the
approval of Hilfiger prior to granting Movado's approval of such
customers. A pre-approved list of Approved Corporate Accounts is
annexed hereto as Addendum A. Distributor is expressly prohibited from
selling the Products to any customer who Distributor knows or has
reason to know intends to resell the Products.
6. Use of Trademark, Logo, Creative Materials. Distributor agrees not to
make any use of the Trademark, logos and/or other creative materials
bearing the Trademark without the express prior approval of Movado and
Hilfiger. Distributor acknowledges that Hilfiger owns all copyrights in
any such creative materials and shall only use such materials in the
form and colors provided by Movado. Distributor shall not use the
Trademark, logos or creative materials in any advertising, display or
merchandising materials, catalogs, flyers, mailers, nor shall it make
any other use without the express, prior approval of Movado and
Hilfiger.
Very truly yours,
MOVADO GROUP, INC.
By:
------------------------
ACCEPTED AND AGREED TO:
(Distributor)
By:
------------------------
ADDENDUM A
APPROVED CORPORATE ACCOUNTS
*
*(CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC
PURSUANT TO RULE 24b-2 OF THE 1934 ACT).
