EXHIBIT 10.2
CERTAIN CONFIDENTIAL INFORMATION CONTAINED HEREIN HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
FIRST ADDENDUM TO LICENSE AGREEMENT DATED JUNE 24, 1997
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THIS FIRST ADDENDUM TO LICENSE AGREEMENT DATED JUNE 24, 1997 by and between
▇▇▇▇▇ ▇▇▇▇▇, Inc., a Delaware corporation with a principal place of business at
▇▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Licensor") and Signature
Eyewear, Inc., a California corporation, with a principal place of business at
▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Licensee") is effective as of
March 26, 1999. The License Agreement Dated June 24, 1997 shall be referred to
hereinafter as "License Agreement" and this First Addendum to the License
Agreement shall be referred to hereinafter as "First Addendum."
1. In the event of a conflict or ambiguity between this First Addendum and the
License Agreement, the First Addendum shall control. Any matter not addressed
in this First Addendum shall be governed by the License Agreement. The attached
SUNWEAR EXHIBIT A to FIRST ADDENDUM TO LICENSE AGREEMENT DATED JUNE 24, 1997 is
applicable to Licensed Sunwear Products (hereinafter defined) only. The
original exhibits attached to the License Agreement shall remain in full force
and effect with respect to Licensed Products (hereinafter defined) except that
Exhibit A is stricken and the royalties set forth in Exhibit C apply only to
Licensed Products other than Licensed Sunwear Products.
2. The definitions of "Products" and Licensed Products are stricken and
replaced with the following:
"Products" means (a) Eyewear Frames, Eyeglasses, Eyeglass cases, chains
and cords, all manufactured for use with prescription lenses including
prescription sunglass lenses; and (b) Sunwear Products. The term
"Products" does not include Sunwear other than Sunwear Products.
"License Products" shall mean: (a) Products containing the Licensed
▇▇▇▇; and (b) Licensed Sunwear Products.
3. The following definitions are added to the License Agreement:
"Sunwear Products" means ready-to-wear sunglasses that contain Oakley,
Inc.'s patented performance lens technology, specifically XYZ Optics(TM),
Plutonite(TM) lens material and Iridium(TM) lens coating.
"Licensed Sunwear Products" means Sunwear Products containing the
Licensed ▇▇▇▇.
4. This Addendum shall be in effect from the date first written above.
However, with respect to Licensed Sunwear Products, the right to use the
Licensed ▇▇▇▇ in the sale
* Confidential Information Omitted and Filed Separately With the Securities and
Exchange Commission.
1
of Licensed Sunwear Products shall not accrue until January 1, 2000. This
Addendum shall continue in effect to December 31, 2002 unless sooner terminated
pursuant to the License Agreement (or the terms herein) and only so long as the
License Agreement remains in effect with respect to Licensed Products other than
Licensed Sunwear Products or, unless extended pursuant to Section 10 hereof.
Distribution of Licensed Sunwear Products shall be only to optometrists,
ophthalmologists, opticians and national optical chains in the Territory unless
Licensor provides prior written approval to distribute to other than
optometrists, ophthalmologists, opticians and national optical chains.
5. Licensee shall pay a royalty for Licensed Sunwear Products in accordance
SUNWEAR EXHIBIT A to FIRST ADDENDUM TO LICENSE AGREEMENT DATED JUNE 24, 1997
attached hereto.
6. Section 8.3 of the License Agreement is stricken and replaced with the
following:
All costs and expenses associated with the design, manufacture,
development, advertising, marketing, packaging and interactive media of
Licensed Products shall be borne by Licensee.
7. Section 8.6 of the License Agreement is stricken and replaced with the
following:
In order to maintain a consistent brand image, Licensee shall submit to
Licensor a comprehensive marketing plan for the next calendar year no
later than three months prior to the commencement of the next calendar
year which plan shall include advertising strategy and tactics, including
timetables ("Comprehensive Marketing Plan"). The Comprehensive Marketing
Plan shall be subject to the prior written approval of Licensor, which
approval shall not be unreasonably withheld. Licensor may, at its
option, provide a strategic outline for the Comprehensive Marketing Plan.
Any and all advertising produced in furtherance of the Comprehensive
Marketing Plan (or otherwise) including, but not limited to, consumer and
trade advertising, marketing materials, interactive media, trade shows,
advertising slicks, sales materials and promotional materials shall be
submitted to Licensor at first concept stage, first art and final art
prior to production and distribution. Licensor shall advise Licensee of
its objections to any original materials within ten (10) business days of
receipt thereof, and of its objections to any revised materials within
five (5) business days of receipt thereof. Failure to object within the
specified time period shall be deemed approval. Licensor and/or
Licensor's agents may provide, and Licensee shall accept, creative
direction and styling for the Comprehensive Marketing Plan, including
advertising, and the execution thereof. Licensee shall cooperate with
Licensor and/or Licensor's agents in developing the Comprehensive
Marketing Plan and the content and presentation of all advertising.
Licensor shall notify Licensee in the event that Licensor intends to
incur any fees from third party consultants or agents for developing or
implementing the comprehensive Marketing Plan. Licensee
* Confidential Information Omitted and Filed Separately With the Securities and
Exchange Commission.
2
shall reimburse Licensor for such third-party fees only if Licensee gives
prior written approval for them. The Comprehensive Marketing Plan shall
provide, among other things, that Licensee shall expend, in addition to
the sums spent on Licensed Products other than Licensed Sunwear Products
pursuant to Section 6.2 of the Agreement, no less than [*] ([*]) of Net
Sales of Licensed Sunwear Products, Net Sales being measured in the
calendar year prior to the year in which the expenditure is made, on
consumer advertising for Licensed Sunwear Products in each calendar years
2000, 2001 and 2002 and in any calendar year thereafter that this
Agreement is extended. Expenditure on consumer advertising is contingent
on Licensor approving distribution of the Licensed Products beyond
optometrists, ophthalmologists, opticians and national optical chains.
The content and presentation of all designs for the Licensed Products,
and the use of the Licensed ▇▇▇▇ with Licensed Products shall be subject
to the prior written approval of Licensor. Licensee shall submit an
annual product development calendar to Licensor not less than two months
prior to the beginning of the calendar year. Licensee shall submit
designs to Licensor at color stage, concept stage, first sample and final
sample prior to production. Licensor will advise Licensee of its
objections to designs within (10) ten business days of receipt thereof.
Failure to object within the specified time period shall be deemed
approval. Licensee will send to Licensor two (2) production samples of
each style and SKU of Licensed Products.
Licensee shall establish display presentation and price guidelines, and
shall monitor and enforce those guidelines, to maintain the integrity of
the Licensor brand presentation outside Licensor stores and catalog.
Licensee will send to Licensor one (1) copy of the line sheets and one
(1) sample of each promotional material and advertising which features or
references the Licensed Products or any variation of Licensor's name or
▇▇▇▇. No materials will be produced or distributed which have not been
approved by Licensor.
All talent and all talent wardrobe in all advertising and marketing
materials shall be styled by Licensor and must be approved by Licensor
prior to production. All propping shall be with Licensor product or
Licensor licensed product other than Licensed Products, Wardrobe and
propping, if provided by Licensor, shall be provided to Licensee at cost
plus expenses, including shipping. Licensee shall pay such expenses
directly.
8. Licensee's obligation to perform hereunder with respect to Licensed Sunwear
Products is contingent upon Licensee entering into a license agreement with
Oakley, Inc., a California corporation, for use of their patented performance
lens technology, specifically XYZ Optics(TM), Plutonite(TM) lens material and
Iridium(TM) lens coating.
9. The last sentence of Section 2.3 of the License Agreement is stricken and
replaced with the following:
* Confidential Information Omitted and Filed Separately With the Securities and
Exchange Commission.
3
Nothing in this Agreement shall preclude Licensor from using the Licensed
▇▇▇▇ in connection with the sale by Licensor of any type of sunwear in
any and all of Licensor's direct distribution channels, namely Licensor
owned stores, Licensor catalogues and Licensor internet web sites.
10. Licensor may renew the License Agreement with respect to Licensed Sunwear
Products in accordance with Section 3.2 thereof, however, any such renewal with
respect to Licensed Sunwear Products shall be for one (1), three (3) year term,
only. Licensee's option to renew shall be subject to all other restrictions and
conditions set froth in the License Agreement. Licensee may elect to renew the
License Agreement with respect to Licensed Products but not to renew the License
Agreement with respect to Sunwear Products. In such event, as of the first day
of the renewal period: (i) Licensee's right to Exploit the Licensed ▇▇▇▇ in
connection with Sunwear Products shall cease (except that Licensee shall have
the rights to sell stock on hand or which has been ordered prior to termination
in accordance with Section 3.4 of the License Agreement); (ii) Licensee shall
have no obligation with respect to Licensed Sunwear Products under Section 8.6
of the License Agreement as amended hereby; and (iii) Licensed Sunwear Products
shall no longer be Licensed Products.
11. Except as modified by the First Addendum, all other terms and conditions of
the License Agreement shall remain in full force and effect.
▇▇▇▇▇ ▇▇▇▇▇, INC.
Licensor
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
Title: DVP New Business and Licensing
---------------------------------
Date: March 26, 1999
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SIGNATURE EYEWEAR, INC.
Licensee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: President
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Date: March 25, 1999
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* Confidential Information Omitted and Filed Separately With the Securities and
Exchange Commission.
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SUNWEAR EXHIBIT A TO FIRST ADDENDUM TO LICENSE AGREEMENT DATED JUNE 24, 1997
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ROYALTY SCHEDULE FOR LICENSED SUNWEAR PRODUCTS
The following royalty rate shall apply to Licensed Sunwear Products during
the initial Term:
[*] of total Net Sales during the first year (January 1, 2000 through
December 31, 2000);
[*] of total Net Sales during the second year (January 1, 2001 through
December 31, 2001);
[*] of total Net Sales during the third year (January 1, 2002 through
December 31, 2002) so long as Licensor approves distribution of Licensed Sunwear
Products through other than optometrists, ophthalmologists, opticians and
national optical chains. Should Licensor not approve such distribution, the
royalty rate shall be [*].
Should License exercise the option to renew the License Agreement with
respect to Licensed Sunwear Products, the royalty rate shall be [*] for each of
the three years of the option term so long as Licensor approves distribution of
Licensed Sunwear Products through other than optometrists, ophthalmologists,
opticians and national optical chains. Should Licensor not approve such
distribution, the royalty shall be [*] for any year such approval is not given.
Licensee shall pay Licensor [*] upon execution of this First Addendum,
which shall be applied against the first royalties (minimum or actual) accruing
in 2000.
This Exhibit, dated March 26, 1999, is incorporated by reference in THE
FIRST ADDENDUM TO LICENSE AGREEMENT DATED JUNE 24, 1997.
Approved:
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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* Confidential Information Omitted and Filed Separately With the Securities and
Exchange Commission.
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