Contract
THIS AGREEMENT (the “Agreement”), dated as of
January 11, 2010, is by and between Macy’s, Inc., a Delaware corporation, legal
successor to Federated Department Stores, Inc. (“FDS”), on behalf of itself and
as agent of its divisions that operate stores and/or websites under the names
“Macy’s” and “Bloomingdale’s” (hereinafter collectively “Macy’s”), and The Knot, Inc.,
a Delaware corporation (“TK”).
WHEREAS, Macy’s and TK have
entered into that certain Agreement, dated as of June 5, 2006 (the “Knot Agreement”), pursuant to
which the parties agreed, among other things, that Macy’s continues to have a
right to nominate one representative to the Board of Directors of TK as
contemplated by that certain Common Stock Purchase Agreement, dated as of
February 19, 2002, by and between TK and May Bridal Corporation, as amended (the
“May Bridal Agreement”),
for so long as Macy’s continues to own more than 5% of the outstanding common
stock or voting power of TK; provided, that if Macy’s ownership percentage of
the common stock or voting power of TK decreases below such level, Macy’s shall
be entitled to designate one board observer to attend TK board meetings for so
long as that certain FDS Registry Agreement between Macy’s and
XxxxxxxXxxxxxx.xxx, Inc., a wholly-owned subsidiary of TK (“WC”), dated as of June 1, 1999
(as amended and supplemented, the “FDS Registry Agreement”),
remains in effect.
WHEREAS, Macy’s and WC are
terminating the FDS Registry Agreement by entering into that certain Termination
of FDS Registry Agreement, to be dated as of the date hereof (the “FDS Termination Agreement”),
and are entering into that certain Registry Participation Agreement, to be dated
as of the date hereof (the “Registry Participation
Agreement”).
NOW, THEREFORE, in connection
with the execution of the FDS Termination Agreement and the Registry
Participation Agreement, and in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. Reporting. In
the event that Macy’s sells shares of the common stock of TK owned by it and any
such sale results in the termination of the right of Macy’s to nominate one
representative to the Board of Directors of TK pursuant to the Knot Agreement
(i.e., after such sale Macy’s ceases to own more than 5% of the outstanding
common stock or voting power of TK), Macy’s shall promptly notify TK of such
sale, and in any event within 2 business days of the transaction, by e-mail as
designated by TK.
2. Miscellaneous.
2.1
Entire
Agreement. This Agreement constitutes the entire agreement
between the parties regarding the subject matter hereof and supersedes all prior
or contemporaneous agreements, understandings, and communication, whether
written or oral. This Agreement may be amended only by a written document signed
by both parties.
2.2
Governing
Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York, without regard
to principles of conflicts of law.
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2.3
Construction. The
headings of Sections of this Agreement are for convenience and are not to be
used in interpreting this Agreement.
2.4
Counterparts. This
Agreement may be executed in any number of counterparts (including by
facsimile), each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the date first
written above.
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MACYS,
INC.
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By:
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/s/
XXXXXX X. XXXXXXXXX
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Executive Vice President, General
Counsel
and Secretary
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THE
KNOT, INC.
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By:
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/s/
XXXXX XXX
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Name:
Xxxxx Xxx
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Title:
Chief Executive
Officer
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