Exhibit 10(i)
FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT
DATED FEBRUARY 2, 2000 BETWEEN
XXXXX XXXXXXXX LICENSING, INC. AND THE STRIDE RITE CORPORATION
AGREEMENT entered into this 20th day of June, 2001, by and between
XXXXX XXXXXXXX LICENSING, INC., having an address at 000 X. Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as "Licensor") and THE
STRIDE RITE CORPORATION, a Massachusetts corporation, having its offices at
000 Xxxxxx Xxxxxx, X.X. Xxx 0000, Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000
(hereinafter referred to as "Licensee").
WITNESSETH:
WHEREAS, Licensor and Licensee entered into an Amended and Restated
License Agreement dated February 2, 2000 (the Amended and Restated License
Agreement is hereinafter referred to as the "License Agreement"); and
WHEREAS, the parties have agreed to the amendments to said License
Agreement contained herein;
NOW, THEREFORE, the parties hereto, in consideration of the mutual
agreements herein 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. Unless otherwise specified herein, all capitalized terms used
herein shall have the meanings ascribed to them in the License Agreement.
2. Paragraph 1.3 of the License Agreement is hereby amended by
adding the following to the end thereof:
"The period from January 1, 2001 to March 31, 2001 shall be
deemed to be a separate Annual Period. Thereafter, Annual Period
shall mean each twelve-month period commencing on April 1 and
ending on March 31."
3. Paragraph 2.7(c) of the License Agreement is hereby deleted in
its entirety and is replaced by the following:
"(c) Fixtures/Visual Enhancements. Licensee will, at Licensor's
option, participate in any in-store shop or main floor
fixturing/visual enhancement program with any of Licensee's
customers. Licensee will fixture/visually enhance or refixture
or update the visual enhancements in each in-store shop and area
dedicated to the sale of Licensed Products within sixty (60) days
after notice from Licensor or, without notice from Licensor, no
less often than every three (3) months for visual enhancements
and three (3) years for fixtures during the Term. Licensor and
Licensee shall, each six months during the Term, consult in good
faith regarding standards and specifications for such
fixturing/visual enhancement, however, such standards and
specifications ultimately shall be subject to Licensor's
approval, and Licensee shall be responsible for causing all
fixturing/visual enhancement to be undertaken in a manner
consistent with such plans and specifications, as modified from
time to time, during each three (3) month review. To the extent
that the same is not paid for by Licensee's customers, Licensee
shall pay for such fixturing/visual enhancement. Anything herein
to the contrary notwithstanding, during the last Annual Period of
the Term, if the Term has not been extended, Licensee shall not
be required to install any new fixtures or to refixture any
existing shops. Licensee acknowledges that Licensor has the
right to disapprove of Licensee supplying Licensed Products to
customers who do not have fixtured or visually enhanced shops or
areas if such customers permit products competitive with the
Licensed Products to be displayed in fixtured or visually
enhanced shops or areas."
4. Paragraph 2.10 of the License Agreement is, except for the
heading, hereby deleted in its entirety and is replaced by the following:
"Licensee will pay to Licensor $____________ per Annual Period
for its participation in Licensor's Merchandise Coordinator
Program. This amount will be paid in equal quarterly
installments of $_________ on each January 1, April 1, July 1 and
October 1 during the Term. Anything herein to the contrary
notwithstanding, Licensor's Merchandise Coordinator Program
payment for the period of January 1, 2001 - March 31, 2001 shall
be $_________ is due on execution hereof."
5. Paragraph 3.1 of the License Agreement is hereby amended by
changing "December 31, 2001" in the first sentence thereof to "March 31,
2004."
6. Paragraph 3.2 of the License Agreement is hereby deleted in its
entirety.
7. Paragraph 4.2 of the License Agreement is hereby deleted in its
entirety, except for the heading, and is replaced by the following:
"During each Annual Period, Licensee shall be required to meet
the following Minimum Sales Levels:
Annual Period Minimum Sales Level
1/1/01-3/31/01 $____________
4/1/01-3/31/02 $____________
4/1/02-3/31/03 $____________
4/1/03-3/31/04 $____________
In addition, during each Annual Period, except the period from
January 1, 2001 to March 31, 2001, Licensee shall be required to
meet the following annual category minimums:
Category Annual Minimum Sales Level
Mens $____________
Womens $____________
Childrens $____________
The Minimum Sales Level for each Annual Period shall be the
greater of the amounts set forth above for such Annual Periods
and ________ (____%) percent of the actual Net Sales for the
immediately preceding Annual Period, provided, however, that the
Minimum Sales Level for the Annual Period from April 1, 2001 to
March 31, 2002 shall be $____________. In no event may the
Minimum Sales Level for any Annual Period be less than the
Minimum Sales Level for the immediately preceding Annual Period.
Licensee shall receive no credit against the Minimum Sales Levels
for Net Sales outside of the Territory, and such sales shall not
be used in calculating the Minimum Sales Levels for each Annual
Period."
8. Paragraph 5.2 of the License Agreement is hereby amended to: (a)
changing "________ (____%) percent" in line 8 thereof to "______ (____)
percent"; and (b) adding the following at the end thereof:
"Anything herein to the contrary notwithstanding, the Guaranteed
Minimum Royalty for the period from January 1, 2001 to March 31,
2001 shall be $_______________, which shall be payable upon
execution hereof."
9. Paragraph 5.3 of the License Agreement is hereby amended by
deleting the first, second and third sentences thereof in their entirety and
replacing them with the following:
"Beginning January 1, 2001, Licensee shall pay to Licensor a
royalty of _______ (____%) percent of Net Sales. Anything herein
to the contrary notwithstanding, Percentage Royalty of _____
(___%) shall be due for the Net Sales of (a) Close-Outs, and (b)
Seconds to the extent that such Net Sales of (a) and (b) above do
not exceed twenty (20%) percent of the total Net Sales for the
relevant Annual Period. Any excess of such Net Sales over the
aforesaid twenty (20%) percent shall require the payment of the
full _______ (___%) percent Percentage Royalty. For the period
from January 1, 2001 to March 31, 2001, Licensee shall pay to
Licensor, upon execution hereof, a royalty payment of $__________
which shall be in addition to, and shall not be credited against,
any Guaranteed Minimum Royalty of Percentage Royalty payments due
hereunder."
10. Paragraph 7.1 of the License Agreement is hereby amended by
deleting the chart and all that follows and replacing the same with the
following:
"Annual Period Guaranteed Minimum Advertising
1/1/01-3/31/01 $__________
4/1/01-3/31/02 $__________
4/1/02-3/31/03 $__________
4/1/03-3/31/04 $__________
The Guaranteed Minimum Advertising Payments for each Annual
Period shall be equal to the greater of the amounts set forth
above and ______________ (_____%) percent of the Minimum Sales
Level for such Annual Period as provided in Paragraph 4.2 above."
11. Paragraph 7.2 of the License Agreement is hereby deleted in its
entirety, except for the heading, and is replaced by the following:
"Beginning January 1, 2001, Licensee shall pay to Licensor a
Percentage Advertising Payment equal to ______ (____%) percent of
Net Sales. Anything herein to the contrary notwithstanding, no
Percentage Advertising Payment shall be due for the Net Sales of
(a) Close-Outs, and (b) Seconds to the extent that such sales of
(a) and (b) above do not exceed twenty (20%) percent of the total
Net Sales for the relevant Annual Period. Any excess of such Net
Sales over the aforesaid twenty (20%) percent shall require the
payment of the full _____ (___%) percent Percentage Advertising
Payment, however, nothing herein shall be construed to permit
such sales. Percentage Advertising Payments shall be payable in
quarterly installments on January 15, April 15, July 15, and
October 15 for the immediately preceding quarter of sale, less
Guaranteed Minimum Advertising Payments for such Period."
12. Paragraph 8.5 of the License Agreement is hereby amended by
adding the following at the end thereof:
"In addition, Licensee shall pay Licensor $__________ per Annual
Period to cover all the travel expenses under this Agreement.
Such amount will be paid in equal quarterly installments of
$__________ in advance on the first day of each calendar quarter
during the Term."
13. Paragraph 20.1 of the License Agreement is hereby amended by
changing the address for Xxxxxx X. Xxxxxx, Esq. to:
"Xxxxxx & Xxxxxx, LLP
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000"
14. Except as modified hereby, all other paragraphs contained therein
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, Licensor and Licensee have respectively signed this
Amendment as of the date first written above.
XXXXX XXXXXXXX LICENSING, INC. THE STRIDE RITE CORPORATION
By: /s/Xxxxxxxx X. Xxxxxx By: /s/Xxxxx X. Xxxxxx
Title: Assistant Secretary Title: CFO
Date: June 20, 2001 Date: 6/18/01