Exhibit 10.7
TRADEMARK LICENSE AGREEMENT
THIS AGREEMENT is made and entered into this 2nd day of July, 1996, by
and between PLUMA, INC. ("Licensor"), a North Carolina corporation having its
principal office at 000 Xxxxxxxxxx Xxxxx, Xxxx, Xxxxx Xxxxxxxx 00000 and XXXXXX
XXXX ("Licensee"), a Delaware corporation, having its principal office at 0000
Xxxxx Xxxxxxxxx, Xxxxxxxxxx, XX 00000.
W I T N E S S E T H:
WHEREAS, Licensor owns the common law proprietary rights in and to the
trademark "Pluma" (the trademark "Pluma" being hereinafter referred to as "the
Licensed Xxxx") and has filed an application with the United States Patent and
Trademark Office for protection of its proprietary rights related to the
Licensed Xxxx; and
WHEREAS, Licensor manufactures and sells articles of wearing apparel to
which the Licensed xxxx is affixed or applied; and
WHEREAS, Licensor has promoted the Licensed Xxxx and has developed
goodwill in connection therewith; and
WHEREAS, Licensee wishes to license from Licensor the right to use the
Licensed Xxxx for the limited purposes subject to all of the conditions and
limitations set forth hereinafter in this Agreement and wishes to extend such
usage; and
WHEREAS, Licensor is willing to grant to Licensee a limited license for
the Licensed Xxxx, all as hereinafter set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
expressed herein, the parties hereto, intending to be legally bound, agree as
follows:
(a) "LICENSED ARTICLES" shall mean those articles of apparel
listed on APPENDIX A attached hereto and incorporated herein
by reference, or in any written modification to APPENDIX A
subject to the condition that any such written modification
shall have been acknowledged by the signatures of authorized
officers of both Licensor and Licensee, said articles of
apparel being sometimes referred to herein as legwear.
(b) "TERRITORY" shall mean only the United States of America,
territories of the United States, Canada and Mexico.
(c) "ACCOUNTS" shall mean those accounts specifically listed in
APPENDIX B
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attached hereto, or in any written modification to APPENDIX B
subject to the condition that any such written modification
shall have been acknowledged by the signatures of authorized
officers of both Licensor and Licensee.
(d) "NET SALES" shall mean the gross sales of Licensed Articles
sold by Licensee, less customary trade discounts, shipping
charges, returns and allowances and any sales taxes (but in no
event shall any income or franchise taxes be deducted for this
purpose from the dollar value of gross sales).
(e) "YEAR" shall mean each twelve months period of time from
January to December.
2. GRANT OF RIGHTS. Licensor, subject to the terms and conditions herein, hereby
grants a limited, nontransferable, non-exclusive license to Licensee to use the
Licensed Xxxx only on Licensed Articles manufactured by Licensee for sale by
Licensee in the Territory to the Accounts during the term hereinafter set forth
in Section 3 of this Agreement. The Licensed Xxxx xxx not be used by Licensee,
or anyone acting through Licensee, on any articles of wearing apparel or
anything used by Licensee, or anyone acting through Licensee, on any articles of
wearing apparel or anything whatsoever except for the Licensed Articles.
Licensor may grant licenses to the others for the use of the Licensed Xxxx on
apparel. Furthermore, Licensor may continue to manufacture and distribute
wearing apparel utilizing the Licensed Xxxx, whether such apparel is of the type
currently being manufactured by Licensor, or is of a new type of apparel not
being manufactured by Licensor on the date hereof.
So long as Licensor does not manufacture and distribute legwear products, if the
Account desires that Licensee manufacture additional Licensed Articles bearing
the Licensed xxxx, Licensor shall provide Licensee with the right to manufacture
such additional Licensed Articles; however, should the Account desire to utilize
a manufacturer other than Licensee for the manufacture of legwear products
bearing the Licensed Xxxx, Licensor shall have the right to grant to other such
manufacturer(s) a license for the use of the Licensed Xxxx in conjunction with
the manufacture and sale of legwear.
3. TERM OF THIS AGREEMENT; OPTION TO EXTEND THE TERM.
(a) This Agreement shall be binding as of the date hereof and it shall
continue in full force and effect until December 31, 1998, subject to possible
earlier termination in accordance with paragraph 13 hereof.
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(b) Provided no event of default has occurred under paragraph 13 of
this Agreement and provided that Licensee shall have paid royalties to Licensor
for the Year ending December 31, 1997 and for 1998 and provided that Licensee
shall have delivered to Licensor its election, by no later than November 30,
1998, of its exercise of an option to extend the term of this Agreement for an
additional one (1) year period, then in such event the term of this Agreement
shall be extended for a one year period and shall be extended each year
thereafter if the same conditions are met for the extended term.
4. ROYALTIES.
(a) In consideration for the rights and license granted by Licensor to
Licensee pursuant to this Agreement, Licensee shall pay to Licensor during the
initial term of this Agreement, as set forth in 3(a) above, and during each
extension thereafter, as set forth in 3(b) above, royalties (hereinafter
"Royalties") equal to two percent (2%) of the Net Sales earned up to three
million dollars ($3,000,000) and then one and one-half percent (1.5%) of the Net
Sales which exceed three million dollars ($3,000,000) received by Licensee from
the sale of the Licensed Articles in such Year.
(b) Licensed Articles will be deemed to be sold when shipped to
Licensee's customers comprising the Accounts.
(c) Royalties payable by Licensee to Licensor pursuant to this
Agreement shall be accounted for and paid quarter-annually within thirty (30)
days after the last day of each quarter-annual period during the term of this
Agreement (or, in the event of early termination for any reason, within thirty
days following the date of such early termination).
(d) All payments required of Licensee hereunder shall be made in United
States Dollars by checks drawn upon Licensee's regular banking institutions.
(e) Licensee shall deliver to Licensor, together with each payment of
Royalties due under this Agreement, a statement (hereinafter the "QUARTER-ANNUAL
REPORT") signed by a duly authorized officer of Licensee, and certified by such
officer as accurate, indicating by style, the quantity and invoice price of all
Licensed Articles shipped during the period covered by such Royalties payment,
the amount of discounts and other credits from gross sales which may be deducted
therefrom pursuant to this Agreement and a computation of the amount of
Royalties payable for such quarter- annual period.
5. MONTHLY REPORT. Within ten (10) days following the close of each month,
Licensor shall deliver to Licensee a detailed shipping report indicating by
style, the quantity and
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invoice price of all Licensed Articles shipped for that month.
6. ANNUAL STATEMENT. Within forty-five (45) days following the close of each
Year during the term of this Agreement (or portion thereof in the event of prior
termination for any reason), Licensee will furnish to Licensor a statement
(hereinafter the "Annual Statement") signed and certified by Licensee's chief
financial officer, relating to such Year, setting forth the same information
provided under paragraph 4(e) hereof, except that such information shall
encompass the full Year instead of a quarter-annual period.
7. MARKING LICENSED ARTICLES. All Licensed Articles and all packaging used for
the Licensed Articles shall prominently show the Licensed Xxxx. Licensee shall
obtain the express written approval of Licensor with respect to all signs,
labels, packaging material, advertising, or the like bearing the Licensed Xxxx
xxxxx to the use thereof by Licensee. Licensor will not unduly delay approval of
Licensee's submissions for Licensor's approval.
Licensee shall be entitled to use all graphics, artwork and logos developed by
Licensor prior to the date hereof and related to the Licensed Xxxx. The Licensed
Marks must be used by Licensee on labels attached to each Licensed Article. The
form style and manner of presentation of the Licensed Xxxx by Licensee shall be
in accordance with Licensor's quality standards furnished by Licensor to
Licensee upon the execution hereof, or as such standards may be amended from
time to time by Licensor. All labels, tags and other material containing the
Licensed Xxxx will be at Licensee's expense.
In the event Licensor modifies its Licensed Xxxx in any manner, whether used
alone or in conjunction with the Licensed Articles, then in such event, and upon
Licensor's request, Licensee shall display the modified or improved Licensed
Xxxx on all Licensed Articles as soon as is practicable, provided, however,
Licensee may be allowed to use up all packaging, labels and other methods of
displaying the Licensed Xxxx before it shall be required to display the modified
Licensed Xxxx.
8. LICENSEE'S UNDERTAKINGS. Licensee agrees that the limited non-exclusive
license granted under this Agreement is conditioned upon Licensee undertaking
all reasonable action, at Licensee's expense, as Licensee shall reasonably
determine in its business judgment, to maximize sales of Licensed Articles,
while upholding the high quality and reputation of products bearing the Licensed
Xxxx. Licensee shall not in any way use the Licensed Xxxx or any of Licensor's
proprietary interests in any manner except as specifically provided in this
Agreement. Licensee is specifically prohibited from assigning, sublicensing,
transferring or otherwise disposing of any of the rights granted to Licensee
pursuant to this Agreement.
9. MAINTENANCE OF QUALITY STANDARDS; COMPLIANCE WITH APPLICABLE LAWS.
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(a) Licensee acknowledges that the sale of merchandise of poor quality
can have an adverse effect on Licensor's name and business reputation. Licensee
therefore covenants and agrees that all Licensed Articles shall be of good and
merchantable quality and shall be manufactured to the standards, and consist of
materials, equal to or better than those customarily used by Licensee in similar
products manufactured by or for it, or by its subsidiaries or affiliate
corporations, for sale at comparable retail price points, and fully consistent
with the prestige and reputation which the Licensed Articles have developed.
(b) All Licensed Articles will be manufactured, sold, distributed and
advertised in compliance with all applicable government laws, rules or
regulations.
10. BOOKS AND RECORDS; AUDITS.
(a) Licensee shall prepare and maintain complete and accurate books of
account and records (specifically including without limitation, the originals or
copies of documents supporting entries in the books of account) covering all
transactions arising out of or relating to this Agreement, in such manner as
will allow its accountants (and where deemed appropriate by Licensor, as will
allow Licensor and/or its representatives or accountants) to audit same in
accordance with generally accepted accounting principles. Licensor and its duly
authorized representatives, upon appropriate advance notice, and at times
reasonably convenient to Licensee, shall have the right, during regular business
hours, for the duration of this Agreement, and for a term of two (2) years
following the termination of this Agreement, or any extension hereof, to audit
said books of account and records and examine all other documents and materials
in the possession of, or under the control of, Licensee with respect to the
subject matter of this Agreement including, without limitation, invoices,
credits and shipping documents. All such books of account, records and documents
shall be kept available by Licensee for at least two (2) years after the annual
period to which they relate.
(b) If, as a result of any audit of Licensee's books and records, it is
shown that Licensee's payments were less than the amount which shall have been
paid, by an amount equal to five percent (5%) or more of the payments actually
made with respect to sales occurring during the period in questions, Licensee
shall reimburse Licensor for the cost to Licensor of such audit together with
all amounts which are required to be made to eliminate any discrepancy revealed
by such audit. Such payments shall be made within fifteen (15) days following
the completion of such audit.
11. QUALITY CONTROL: SAMPLES OF LICENSED ARTICLES; PACKAGING; SELLING PRICE.
(a) The styles, designs, packaging, contents, workmanship and quality
of the Licensed Articles are subject to approval by Licensor prior to the
distribution or sale thereof. It is understood and agreed that Licensor's
approvals of same may be based
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solely on Licensor's subjective standards and may be withheld in Licensor's sole
and absolute discretion. All requests for approval shall be made by Licensee in
writing and whenever Licensor shall fail to send to Licensee written notice of a
disapproval within fifteen (15) business days following the date of Licensor's
receipt of any request for approval, it shall be conclusively assumed that the
request has been approved.
(b) Before selling or distributing any Licensed Articles, Licensee
shall deliver to Licensor for its approval, free of charge, one (1) sample of
each such Licensed Article, together with the tags, labels and packaging to be
used in connection therewith. In addition, upon Licensor's request, Licensee
shall submit to Licensor then current production samples of each Licensed
Article produced hereunder so that Licensor may assure itself of the maintenance
of the quality standards set forth herein. All Licensed Articles to be sold
hereunder shall be of equal or higher quality than the samples approved by
Licensor subject, however, to those normal variance tolerances which customarily
occur in the process of manufacture.
(c) If Licensor should deny approval of any sample Licensed Article or
any sample tag, label or packaging, Licensee shall neither use nor permit the
same to be used in any manner.
(d) Licensee shall from time to time, at Licensor's request, furnish
Licensor with schedules of Licensee's pricing as to any or all Licensed
Articles.
12. INSURANCE. Licensee shall procure and maintain, at its own expense, in full
force and effect at all times during which Licensed Articles are being sold,
with responsible insurance carriers acceptable to Licensor, at least Two Million
Dollars ($2,000,000) of Products Liability Insurance coverage with respect to
its manufacture and sale of Licensed Articles. Such insurance coverage shall
name Licensor as an additional insured and shall provide for a minimum of twenty
(20) days prior written notice to Licensor in the event of an intent by Licensee
or the insurance carriers to cancel or substantially modify the insurance
coverage. Such insurance coverage may be obtained in conjunction with a policy
of product liability insurance which covers other products manufactured and/or
sold by Licensee.
13. INDEMNIFICATION.
(a) INDEMNITY BY LICENSEE. Licensee does hereby indemnify Licensor
against and agrees to save and hold it harmless of and from any and all losses,
liability,
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damages and expenses (including reasonable attorney's fees and expenses) for
which it may become liable or may incur or be compelled to pay or shall pay in a
settlement mutually acceptable to Licensor and Licensee, in connection with, or
by reason of any acts, whether of omission or commission, that may be committed
or suffered by Licensee or any of its servants, agents or employees in
connection with Licensee's performance of this Agreement or the breach of any
representation or warranty made by Licensee hereunder and transactions arising
therefrom or in connection with Licensed Products. Licensor shall give prompt
notice to Licensee of any claim, action or suit that may give rise to liability
hereunder when it becomes aware of the same. Provided Licensee shall acknowledge
in writing its obligations hereunder with respect thereto, Licensee shall have
the option to defend any such claim, action or suit including, but not limited
to, the right to select counsel, control the defense, assert counterclaims and
crossclaims, bond any lien or judgment, take any appeal and to settle on such
terms as Licensee deems advisable. Licensee will take no such action without
first consulting with Licensor (and where a settlement of such claim, action or
suit relates to Licensor's ownership of or the validity or value of the Licensed
Xxxx without first obtaining Licensor's approval, and will keep Licensor
apprised of all on-going actions as they occur and, where practicable, in
advance of any action to be taken by Licensee. The provisions of this paragraph
and the obligations of Licensee set forth therein shall survive expiration or
other termination of this Agreement.
(b) INDEMNITY OF LICENSOR. Licensor does hereby indemnify Licensee
against and agrees to save and hold Licensee and its officers and directors
harmless of and from any and all losses, liability, damages and expenses
(including reasonable attorney's fees and expenses) for which they or any of
them may become liable or may incur to be compelled to pay or shall pay in a
settlement mutually acceptable to Licensor and Licensee, subject to the
limitations set forth below, in connection with (a) Licensee's use of the
Licensed xxxx on Licensed Products therein in accordance with this Agreement and
(b) from any breach of any representation or warranty made by Licensor
hereunder. Licensor's liability shall be limited to $3,000,000.00. Licensee
shall give prompt notice to Licensor of any claim, action or suit that may give
rise to Liability hereunder, provided Licensor shall acknowledge in writing its
obligation hereunder with respect thereto, Licensor shall have the option to
defend any such claim, action or suit including, but not limited to, the right
to select counsel, control the defense, assert counterclaims and crossclaims,
bond any lien or judgment, take any appeal, and to settle on such terms as
Licensor deems advisable. The provisions of this paragraph and the obligations
of Licensor set forth therein shall survive expiration or other termination of
this Agreement.
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14. EVENTS OF DEFAULT; TERMINATION OF AGREEMENT.
(a) Licensor and Licensee agree that:
(i) If Licensee shall fail to make any payment due to Licensor
hereunder within the time periods provided in this Agreement, and if such
failure shall continue for a period of thirty (30) calendar days following the
date of notice by Licensor of each failure to make payment, or
(ii) If Licensee discontinues the manufacture and distribution
of Licensed Articles for a consecutive period of ninety (90) days for reasons
other than a seasonal discontinuance, or
(iii) If Licensee otherwise fails to perform any of the terms,
conditions, agreements or covenants in this Agreement and such failure is not
curable, or, if such default is curable but continues uncured for a period of
thirty (30) days after the date of notice thereof in writing by Licensor to
Licensee, or
(iv) If Licensee discontinues the manufacture and distribution
of Licensed Articles to Sam's Wholesale Club for a period greater than six (6)
months, provided that after such termination, Licensee shall have the right to
distribute all licensed articles in inventory or being manufactured on the date
of such termination,
then, in any of the foregoing events, Licensor, at its sole discretion, may
terminate this Agreement forthwith by written notice to Licensee and this
Agreement, in such event, shall terminate upon the date of such notice provided
that, after such termination, Licensee shall have the right to distribute all
Licensed Articles in inventory or being manufactured on the date of such
termination.
(b) In the event that Licensee fails to inform Licensor at least thirty
(30) days prior to Licensee (i) filing a petition in bankruptcy, (ii) being
adjudicated a bankrupt, (iii) otherwise seeking to have a petition in bankruptcy
filed against it which is not discharged within sixty (60) days, or appointed
for it or for a substantial portion of Licensee's business or assets, this
Agreement shall terminate automatically and forthwith, as any such event shall
be deemed a material, pre-petition incurable breach of this Agreement.
15. OWNERSHIP OF LICENSED XXXX.
(a) Licensee acknowledges that, as between Licensee and Licensor,
Licensor is the owner of all right, title and interest in and to the Licensed
Xxxx in any form or embodiment thereof and is also the owner of the goodwill
attached or which shall become attached to the Licensed Xxxx in connection with
the business and goods in
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relation to which the same has been, is or shall be used. Sales by Licensee
shall be deemed to have been made by Licensor for purposes of trademark
registration and all uses of the Licensed Xxxx by Licensee shall insure to the
benefit of Licensor. Licensee shall not, at any time, do or suffer to be done
any act or thing which may in any way adversely affect any rights of Licensor in
and to the Licensed Xxxx or any registrations thereof or which, directly or
indirectly, may reduce the value of the Licensed Xxxx or detract from their
reputation.
(b) At Licensor's request, Licensee shall execute any documents
reasonably required by Licensor to confirm Licensor's ownership of all rights in
and to the Licensed Xxxx and the respective rights of Licensor and Licensee
pursuant to this Agreement.
(c) Licensee never shall challenge Licensor's ownership of, or the
validity of, the Licensed Xxxx or any application for registration thereof, or
any trademark registration thereof, or any rights of Licensor therein.
16. LICENSOR'S OTHER BUSINESS. It is understood that Licensor may hereafter use,
or license others to use, the Licensed Xxxx, or any other trademarks or trade
names associated with the Licensed Xxxx, in connection with products other than
the Licensed Articles for sale or distribution to any customer or customers
within or outside the Territory and may hereafter use or license others to use,
the Licensed Xxxx in connection with products which are the same or similar to
the Licensed Articles for sale to customers. Nothing herein shall prohibit
Licensor from engaging in such activities nor give Licensee any rights to such
products or businesses, or any of the income, profits or proceeds thereof, or
any other interest therein.
17. NON-AGENCY. It is understood that Licensee is only a licensee of Licensor
and that neither Licensee nor Licensor will act as the agent or employee of the
other. Neither Licensee nor Licensor will enter into any agreement or incur any
obligation on behalf of the other or comment to the other in any other manner
without the other's prior written consent.
18. NOTICES. Any legal notice or other communication under this Agreement shall
be in writing, and shall be considered given when delivered personally or
mailed, by Certified or Registered Mail, Return Receipt Requested, to the
parties at the following addresses (or at such other address as a party may
specify by notice to the other):
Legal notices to Licensor at:
PLUMA, INC. (STREET ADDRESS)
P. O. Drawer 487 000 Xxxxxxxxxx Xxxx
Xxxx, XX 00000 Xxxx, XX 00000
ATTN: Xxxxxx Wine, Esquire
Fax: 000-000-0000
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Monthly reports to Licensor at:
PLUMA, INC.
P. O. Xxx 0000
Xxxxxxxxxxxx, XX 00000
ATTN: Xxxxxx Xxxxxxxxxx
Samples and all other correspondence to:
PLUMA, INC. (STREET ADDRESS)
P. O. Box 4431 00 Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000 or Xxxxxxxxxxxx, XX 00000
ATTN: Xxxxxx Box
To Licensee at:
XXXXXX XXXX CORPORATION
0000 Xxxxx Xxxxxxxxx
Xxxxxxxxxx, XX 00000
ATTN: Xxxxxx X. Xxxxxxxxxx, Esquire
Fax: 000-000-0000
19. ASSIGNABILITY; BINDING EFFECT.
(a) Neither this Agreement nor the license or other rights granted
hereunder may be assigned, sublicensed or transferred by Licensee and any such
attempted assignment or sublicense, whether voluntary or by operation of law,
directly or indirectly, shall be void and of no force or effect. The direct or
indirect transfer or issuance of any shares of Licensee or the voting rights of
such shares shall be deemed a violative assignment hereof if such transfer or
issuance shall limit the ability of the current owners of Licensee to control
the business and affairs of Licensee.
(b) This Agreement shall inure to the benefit of and shall be binding
upon the parties, their respective successors and Licensor's transferees and
assigns.
20. ARBITRATION. Except as specifically set forth in this Agreement, any and all
disputes, controversies and claims arising out of or relating to this Agreement
or concerning the respective rights or obligations hereunder of the parties
hereto except disputes, controversies and claims relating to or affecting in any
way the ownership of or the validity of the Licensed xxxx or any registration
thereof, or any application for registration thereof (hereinafter referred to as
"Licensed Xxxx Disputes") shall be settled and determined by arbitration in
Winston-Salem, North Carolina before the Commercial Panel of the American
Arbitration Association in accordance with and pursuant to the then existing
Commercial Arbitration Rules. The arbitrators shall have the power to award
specific performance or injunctive relief and reasonable attorneys' fees and
expenses to any party in any such arbitration. However, in any arbitration
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proceeding arising under this Agreement, the arbitrators shall not have the
power to change, modify or alter any express condition, term or provision
hereof, and to that extent the scope of their authority is limited. The
arbitration award shall be final and binding upon the parties and judgment
thereon may be entered in any court having jurisdiction thereof. The service of
any notice, process, motion or other document in connection with an arbitration
under this Agreement or for the enforcement of any arbitration award hereunder
may be effectuated in the manner in which notices are to be given to a party
pursuant to Section 19 above.
21. MODIFICATIONS TO ACCOUNTS LISTING AND LICENSED ARTICLES.
(a) Additions or modifications to the list of Accounts or Licensed
Articles may only be made with the prior written consent of Licensor. There
shall be no obligation on the part of Licensor to approve any such request; the
approval shall be at the sole discretion of Licensor.
(b) Any account listed on the schedule of Accounts shall be
automatically deleted from that schedule if Licensee has failed to sell
reasonable quantities of Licensed Articles to such account for a consecutive
period of six (6) consecutive months and during the term of this Agreement or
any extension thereof.
22. MISCELLANEOUS.
(a) Licensee shall not give away Licensed Articles or sell Licensed
Articles in connection with any tie-in or promotional campaign relating to
products other than Licensed Articles without the prior written consent of
Licensor.
(b) This Agreement shall be construed and interpreted in accordance
with the laws of the State of North Carolina applicable to agreements made and
to be performed in said State, except that the Federal laws of the United States
shall apply with respect to Licensed xxxx disputes. Notwithstanding anything to
the contrary herein, Licensed Xxxx disputes shall be brought and determined only
in the Federal courts located in Greensboro, North Carolina.
(c) This agreement contains the entire understanding and agreement
between the parties hereto with respect to the subject matter hereof, supersedes
all prior oral or written understandings and agreements relating thereto and may
not be modified, discharged or terminated, nor may any of the provisions hereof
be waived, orally.
(d) No waiver by either party, whether express or implied, of any
provision of this Agreement, or of any breach or default thereof, shall
constitute a continuing waiver of such provision or of any other provision of
this Agreement. Acceptance of payments by Licensor shall not be deemed a waiver
by Licensor of any violation of or default under
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any of the provisions of this Agreement by Licensee.
(e) If any provision or any portion of any provision of this Agreement
shall be held to be void or unenforceable, the remaining provisions of this
Agreement and the remaining portion of any provision held void or unenforceable
in part shall continue in full force and effect.
(f) Section headings contained in this Agreement are for reference only
and shall not be considered or used in construing the meaning of the terms
hereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
ATTESTED: PLUMA, INC.
a North Carolina Corporation
By: /s/ Xxxxxx X. Xxxx By: /s/ R. Xxxx Xxxxxxx, Xx.
_________________________ ___________________________
Secretary R. Xxxx Xxxxxxx, Xx.
President
ATTESTED: XXXXXX XXXX CORPORATION
a Delaware Corporation
By: /s/ Xxxxxx X. Xxxxxxxxxx By: /s/ Xxxxx X. Xxxxxx
__________________________ ____________________________
Xxxxxx X. Xxxxxxxxxx Xxxxx X. Xxxxxx
Secretary Vice-President
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Appendix A
LICENSED ARTICLES
Men's Athletic Crew Sock
Men's Quarter Top Sock
Men's Athletic Tube Sock
Athletic Crew Socks for Women/Youth Size 9-11
Quarter Top Socks for women/youth, size 9-11
Women's sheer hosiery, including pantyhose, stockings and knee highs
Women's tights
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Appendix B
ACCOUNTS
Sam's Club, a division of Wal-Mart, Inc.
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