EXHIBIT 10.4**
FOURTH AMENDMENT TO LICENSE AGREEMENT
DATED JUNE 3, 1999 BETWEEN
XXXXX XXXXXXXX LICENSING, INC. AND
MOVADO GROUP, INC.
-------------------------------------
AGREEMENT entered into as of the 25TH day of June, 2004 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, which license agreement was previously amended on January 16, 2002,
August 1, 2002 and May 7, 2004 (the license agreement as so amended is
hereinafter referred to as 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 1.1 of the License is deleted and replaced with the
following:
"Affiliate with respect to either party hereto shall mean a person
or entity controlling, controlled by, or under common control with
such party."
3. The following is hereby inserted into the License as
Paragraph 1.20A:
**CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED FROM PAGE 2 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").
"Xxxxx Xxxxxxxx Websites means any Internet website operated by
Hilfiger, or any Hilfiger Affiliate, through which products
bearing the Trademarks are sold to consumers."
4. Paragraph 7.6 of the License is hereby amended by deleting "or
7.13" in the second sentence thereof, and replacing the same with the following:
",7.13 or 7.15.
5. The following is hereby inserted into the License as
Paragraph 7.15:
"7.15 Purchases for Sale Via Xxxxx Xxxxxxxx Websites. Licensee
will consign Licensed Products to Hilfiger or its Affiliate for
sale through Xxxxx Xxxxxxxx Websites in accordance with the terms
of a consignment agreement as may be entered into by the parties.
The purchase price payable to Licensee for all such Licensed
Products sold through the Xxxxx Xxxxxxxx Website will equal * ."
6. Paragraph 8.2(a) of the License is hereby amended by inserting
the following at the end of the fourth sentence thereof:
"or Hilfiger's Affiliates (whether under Paragraphs 7.11, 7.15 or
otherwise)."
7. Paragraph 9.2 of the License is hereby amended by inserting the
following at the end of the second sentence thereof:
"and 7.15."
8. Paragraph 19.1 of the License is hereby amended by changing the
notice addresses for Hilfiger to the following:
"To Hilfiger: XXXXX XXXXXXXX LICENSING, INC.
University Plaza - Bellevue Building
000 Xxxxxxx Xxxx, Xxxxx 000X
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxxx
Telephone (000) 000-0000
Facsimile: (000) 000-0000
* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC
PUSUANT TO RULE 24b-2 OF THE 1934 ACT.
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with a copy to: XXXXXX X. XXXXXX, ESQ.
Xxxxxx & Partners, LLP
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000"
9. Except as modified hereby, all other paragraphs 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 respectively signed this
Amendment as of the date first written above.
XXXXX XXXXXXXX LICENSING, INC. MOVADO GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- -----------------------------------
Title: Assistant Secretary Title: General Counsel
MOVADO WATCH COMPANY, S.A.
By: /s/ Xxxxxxx Xxxx
Title: COO
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