EXHIBIT 10.2
------------
TEXT MARKED BY [* * *] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
AMENDMENT SIX TO LICENSE AGREEMENT
THIS AMENDMENT ("Amendment") is made and entered into effective as
of December 31, 2006, by and between bebe studio, inc., a California corporation
("bebe") and Signature Eyewear, Inc. a California corporation ("LICENSEE").
RECITALS
A. bebe and LICENSEE made and entered into that certain License
Agreement, effective as of September 23, 1999, as thereafter amended (the
"License Agreement") relating to specific rights and license to use certain bebe
trademarks in connection with design, manufacture, advertisement, promotion,
distribution and sale of Licensed Products, as defined in the Agreement.
B. The parties hereto are presently desirous of amending the License
Agreement as follows.
NOW, THEREFORE, in consideration of the recitals, premises and
mutual covenants contained in this Amendment, the parties agree as follows:
1. Notwithstanding anything to the contrary contained in this Agreement or any
Amendments, this Agreement shall be extended and shall expire on January 31,
2008
2. Minimum Shipments in Exhibit "G" shall be amended to the following:
Any Minimum Net Sales for the period between December 31, 2006 and
January 31, 2008 shall be [ * * * ].
3. Section 5.2.1 of the License Agreement shall be deleted and replaced with the
following:
The Minimum Payment for each Contract Year shall be equal to [* * *]
of the Minimum Shipments for such Contract Year.
4. Under Exhibit "F," additional "Territories" include:
Australia, Chile, Columbia, Dubai, Ecuador, Egypt, Philippines,
Thailand, Venezuela, Singapore, and Indonesia, with the following disclaimer:
LICENSOR does not represent that it owns the trademark in each of
the above named counties and if it is adjudged that it does not own the xxxx in
any particular country, the LICENSEE shall not do business under the bebe name
and will indemnify bebe for any breach hereunder.
5. Except as expressly amended herein, all of the terms, definitions, covenants
and conditions of the License Agreement shall remain in full force and effect
and are hereby ratified and confirmed. The License Agreement as amended
represents the entire understanding and agreement between the parties and
supersedes all prior negotiations, representations, amendments or agreements,
either written or oral. Each of the parties hereto severally agree that they
have read this Amendment, that they understand the contents thereof, and that
each is signing this Amendment as his own free act and deed with full advice of
counsel.
6. In the event of any conflict or inconsistency between this Agreement and the
License Agreement, the provisions in this Agreement shall govern and control.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement or caused the same to be executed by its duly authorized officer on
the day and year first set forth above.
"bebe" "LICENSEE"
bebe studio, inc. Signature Eyewear, Inc.
a California corporation a California corporation
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxx Xxxxxx
------------------------ ------------------------
Xxxxxx Xxxxx Xxxxxxx Xxxxxx
Chief Operating Officer Chief Executive Officer
and Chief Financial Officer
2
