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EXHIBIT 10.8
PORTIONS OF THIS EXHIBIT HAVE BEEN
OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH PORTIONS ARE DESIGNATED "[***]".
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AMENDMENT NO. 2
TO RESTATED FOREIGN LICENSE AGREEMENT
AND TO FOREIGN DESIGN AND CONSULTING AGREEMENT
AGREEMENT, dated as of November 27, 1992, amending the Restated
Foreign License Agreement (the "License Agreement"), dated as of January 1,
1985, by and between The POLO/LAUREN COMPANY ("Licensor") and L'OREAL S.A.
(("Licensee" or "Company") and the Foreign Design and Consulting Agreement (the
"Design Agreement"), dated as of January 1, 1985, by and between Xxxxx XXXXXX,
individually and d/b/a XXXXX LAUREN DESIGN STUDIO ("Lauren") and Company. All
terms used but not defined herein shall have the respective meanings ascribed to
them in the License Agreement and Design Agreement. The term "Agreements" as
sometimes used herein refers collectively to the License Agreement and the
Design Agreement.
Licensor, Lauren and Licensee wish to confirm herein their
agreements to modify the rates of Royalty and Compensation to be paid by
Licensee in the event certain stated conditions are satisfied.
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NOW, THEREFORE, THE PARTIES HERETO, INTENDING TO BE LEGALLY BOUND,
AGREE AS FOLLOWS:
1) Commencing with the first calendar year in which Net Sales
under the License Agreement and Design Agreement equal or
exceed the equivalent of [***] French Francs, for such
year, and continuing until modified pursuant to paragraph 2 of
this Agreement or otherwise agreed in writing by the parties,
the Regular Royalty and the Cosmetics Royalty under paragraph
4 of the License Agreement shall each be [***] percent [***]
and the Regular Compensation and the Cosmetics Compensation
under paragraph 4 of the Design Agreement shall each be [***]
percent [***].
2) Commencing with the first calendar year in which Net Sales
under the License Agreement and Design Agreement equal or
exceed the equivalent of [***] French Francs for such
year, and continuing until otherwise agreed in writing by the
parties, the Regular Royalty and the Cosmetics Royalty under
paragraph 4 of the License Agreement shall each be [***]
percent [***] and the Regular Compensation and the Cosmetics
Compensation under paragraph 4 of the Design Agreement shall
each be [***] percent [***].
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3) No later than the next succeeding date on which Royalty and
Compensation payments are due under the Agreements, Licensee
shall account to Licensor and Lauren for any amounts which may
be due them as a result of the change of Royalty and
Compensation rates pursuant to this Agreement.
4) Except as expressly provided herein, the Agreements remain
unmodified and in full force and effect.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
signed as of the date first above written.
L'OREAL S.A. THE POLO/LAUREN COMPANY
By: XXXX XXXXX XXXXXX
CORPORATION, General Partner
By: /s/ P. Castres Saint Xxxxxx By: /s/ Xxxxx Xxxxxx
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P. CASTRES SAINT XXXXXX XXXXX LAUREN, individually
Vice-President and doing business as
Directeur General XXXXX XXXXXX DESIGN STUDIO
de l'Administration et des Finances
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