0001021408-03-000924 Sample Contracts

SEPARATION AGREEMENT
Separation Agreement • January 31st, 2003 • St John Knits International Inc • Knit outerwear mills • California

This Separation Agreement (“Agreement”), effective as of November 3, 2002, is entered into by and between St. John Knits International, Incorporated, a Delaware corporation, and St. John Knits, Inc., a California corporation (together, the “Company”), on the one hand, and Bob Gray, an individual (“Executive”), on the other hand. In consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows.

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AMENDED AND RESTATED CONSULTING AGREEMENT
Consulting Agreement • January 31st, 2003 • St John Knits International Inc • Knit outerwear mills • California

This Amended and Restated Consulting Agreement (this “Agreement”), effective as of November 4, 2002, is entered into by and between St. John Knits, Inc., a California corporation (the “Company”), and Bob Gray, an individual (the “Consultant”).

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 31st, 2003 • St John Knits International Inc • Knit outerwear mills

This Second Amendment to Employment Agreement (this “Amendment”), dated January 9, 2003 and effective as of November 4, 2002 (the “Effective Date”), is entered into by and between St. John Knits, Inc., a California corporation (“Company”), and Bruce Fetter, an individual (“Executive”), and amends terms of that certain Employment Agreement, dated as of January 1, 2001, as amended, between the Company and Executive (the “Agreement”). In consideration of the mutual covenants and agreement set forth herein, the parties hereto agree as follows (all capitalized terms not defined herein shall have the meanings set forth in the Agreement).

SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 31st, 2003 • St John Knits International Inc • Knit outerwear mills

This Second Amendment to Amended and Restated Employment Agreement (this “Second Amendment”), dated September 24, 2002, is entered into by and between St. John Knits, Inc., a California corporation (“Company”), and Kelly A. Gray, an individual (“Executive”), and amends terms of that certain Amended and Restated Employment Agreement, dated as of July 14, 1998, as amended, between the Company and Executive (the “1998 Agreement”). In consideration of the mutual covenants and agreement set forth herein, the parties hereto agree as follows (all capitalized terms not defined herein shall have the meanings set forth in the 1998 Agreement).

THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 31st, 2003 • St John Knits International Inc • Knit outerwear mills

This Third Amendment to Amended and Restated Employment Agreement (this “Third Amendment”), dated January 9, 2003 and effective as of November 3, 2002 (the “Effective Date”), is entered into by and between St. John Knits, Inc., a California corporation (“Company”), and Kelly A. Gray, an individual (“Executive”), and amends terms of that certain Amended and Restated Employment Agreement, dated as of July 14, 1998, as amended, between the Company and Executive (the “1998 Agreement”). In consideration of the mutual covenants and agreement set forth herein, the parties hereto agree as follows (all capitalized terms not defined herein shall have the meanings set forth in the 1998 Agreement).

SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 31st, 2003 • St John Knits International Inc • Knit outerwear mills

This Second Amendment to Amended and Restated Employment Agreement (this “Second Amendment”), dated September 24, 2002, is entered into by and between St. John Knits, Inc., a California corporation (“Company”), and Marie St. John Gray, an individual (“Executive”), and amends terms of that certain Amended and Restated Employment Agreement, dated as of July 14, 1998, as amended, between the Company and Executive (the “1998 Agreement”). In consideration of the mutual covenants and agreement set forth herein, the parties hereto agree as follows (all capitalized terms not defined herein shall have the meanings set forth in the 1998 Agreement).

THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 31st, 2003 • St John Knits International Inc • Knit outerwear mills

This Third Amendment to Amended and Restated Employment Agreement (this “Third Amendment”), dated January 9, 2003, is entered into by and between St. John Knits, Inc., a California corporation (“Company”), and Marie St. John Gray, an individual (“Executive”), and amends terms of that certain Amended and Restated Employment Agreement, dated as of July 14, 1998, as amended, between the Company and Executive (the “1998 Agreement”). In consideration of the mutual covenants and agreement set forth herein, the parties hereto agree as follows (all capitalized terms not defined herein shall have the meanings set forth in the 1998 Agreement).

AGREEMENT
Agreement • January 31st, 2003 • St John Knits International Inc • Knit outerwear mills

This Agreement, dated November 7, 2002, is entered into by and between Bob Gray, an individual (“Mr. Gray”) and St. John Knits International, Incorporated, a Delaware corporation (“SJKI”).

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