TERMINATION OF AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Exhibit 4.3
TERMINATION OF AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
This TERMINATION OF AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Termination”) is entered into as of May 12, 2003 by and among the parties set forth on Schedule A hereto (each individually a “Shareholder” and collectively the “Shareholders”), and Guess ?, Inc., a Delaware corporation (the “Company”).
1. Termination
The Shareholders, collectively and individually, and, subject to the receipt of requisite stockholder approval at the 2003 annual meeting of the Company’s stockholders (the “Stockholder Approval”), the Company hereby terminate all of the provisions of that certain Amended and Restated Shareholders’ Agreement dated as of August 8, 1996, as amended, by and among the Shareholders and the Company (the “Agreement”), effective immediately upon receipt of the Stockholder Approval as evidenced by the secretary of such stockholders’ meeting. The parties hereby expressly agree that none of the Shareholders (or their spouses, heirs, executors, and assigns), or the Company (or any of its affiliates, successors, predecessors, or assigns, or any of their respective trustees, shareholders, directors, officers, employees or agents) will have any previous or continuing liabilities or obligations whatsoever or have any previous or continuing rights whatsoever under the Agreement, and the Agreement will be void and without further force and effect, immediately upon receipt of the Stockholder Approval.
2. Further Assurances
The Shareholders and the Company shall execute and deliver such other instructions and agreements and take any further action as may be necessary or proper in order to terminate the Agreement.
3. Counterparts
This Termination may be executed in two or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.
4. Miscellaneous
This Termination will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.
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IN WITNESS WHEREOF, the parties have executed this Termination as of the date first above written.
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GUESS?, INC. |
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By: |
/s/ Xxxxxx Xxxxxxxx |
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Name: Xxxxxx Xxxxxxxx |
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Title: President |
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XXXXXXX XXXXXXXX TRUST (1995 Restatement) |
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XXXXXXX XXXXXXXX GIFT TRUST FBO XXXXXXXX XXXXXXXX |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Trustee |
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XXXXXXX XXXXXXXX 1996 GRANTOR RETAINED ANNUITY TRUST |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: Xxxx Xxxxxxxx |
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Title: Co-Trustee |
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By: |
/s/ Xxxx Xxxxxx |
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Name: Xxxx Xxxxxx |
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Title: Co-Trustee |
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XXXXXXX XXXXXXXX 1990 CHILDREN’S TRUST |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Sole Advisor |
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S-1
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XXXXXXX XXXXXXXX 2001 CHILDREN’S TRUST |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: Xxxx Xxxxxxxx |
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Title: Co-Trustee |
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By: |
/s/ Xxxx Xxxxxx |
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Name: Xxxx Xxxxxx |
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Title: Co-Trustee |
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XXXXXXX XXXXXXXX FAMILY FOUNDATION |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: President |
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XXXXXXXX XXXXXXXX |
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By: |
/s/Xxxxxxxx Xxxxxxxx |
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Name: Xxxxxxxx Xxxxxxxx |
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XXXXXXX XXXXXXXX 1990 CHILDREN’S TRUST |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Sole Advisor |
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XXXX XXXXXXXX TRUST DATED FEBRUARY 20, 1986 |
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XXXX XXXXXXXX GRANTOR RETAINED ANNUITY TRUST NO. II |
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By: |
/s/ Xxxx Xxxxxxxx |
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Name: Xxxx Xxxxxxxx |
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Title: Trustee |
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XXXX XXXXXXXX 1996 GRANTOR RETAINED ANNUITY TRUST |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Co-Trustee |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: Xxxxxx X. Xxxxxxxx |
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Title: Co-Trustee |
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XXXXXX XXXXXXXX TRUST DATED FEBRUARY 20, 1986 |
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XXXXXX XXXXXXXX GIFT TRUST – ANASTASIA |
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XXXXXX XXXXXXXX GIFT TRUST – FRANCESCA |
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XXXXXX XXXXXXXX GIFT TRUST – XXXXXXXX |
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XXXXXX XXXXXXXX GIFT TRUST – DOMINIQUE |
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XXXXXX XXXXXXXX GIFT TRUST – JULIEN |
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By: |
/s/ Xxxxxx Xxxxxxxx |
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Name: Xxxxxx Xxxxxxxx |
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Title: Trustee |
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XXXXXX XXXXXXXX 1996 GRANTOR RETAINED ANNUITY TRUST |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Co-Trustee |
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By: |
/s/ Xxxx X. Xxxxx |
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Name: Xxxx X. Xxxxx |
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Title: Xx-Xxxxxxx |
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X-0
SCHEDULE A
SHAREHOLDERS
Xxxxxxx Xxxxxxxx Trust (1995 Restatement)
Xxxxxxx Xxxxxxxx Gift Trust FBO Xxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx 1996 Grantor Retained Annuity Trust
Xxxxxxx Xxxxxxxx 1990 Children’s Trust
Xxxxxxx Xxxxxxxx 2001 Children’s Trust
Xxxxxxx Xxxxxxxx Family Foundation
Xxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx 1990 Children’s Trust
Xxxx Xxxxxxxx Trust dated February 20, 1986
Xxxx Xxxxxxxx Grantor Retained Annuity Trust No. II
Xxxx Xxxxxxxx 1996 Grantor Retained Annuity Trust
Xxxxxx Xxxxxxxx Trust dated February 20, 1986
Xxxxxx Xxxxxxxx Gift Trust – Anastasia
Xxxxxx Xxxxxxxx Gift Trust – Francesca
Xxxxxx Xxxxxxxx Gift Trust – Xxxxxxxx
Xxxxxx Xxxxxxxx Gift Trust – Dominique
Xxxxxx Xxxxxxxx Gift Trust – Julien
Xxxxxx Xxxxxxxx 1996 Grantor Retained Annuity Trust
A-1
