0001104659-07-068323 Sample Contracts

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 11th, 2007 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware

This RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of August 6, 2007 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and Carlos Alberini (the “Grantee”).

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EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 11th, 2007 • Guess Inc • Women's, misses', children's & infants' undergarments • California

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), made as of August 6, 2007 (the “Effective Date”), between Guess?, Inc., a Delaware corporation (the “Company”), and Carlos Alberini (the “Executive”).

AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • September 11th, 2007 • Guess Inc • Women's, misses', children's & infants' undergarments • California

This Amendment No. 2 to Credit Agreement dated as of July 5, 2007 (this “Amendment”) is entered into with reference to the Credit Agreement, dated as of September 19, 2006, as so amended by Amendment No. 1 thereto, dated as of March 29, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Guess?, Inc. (the “Domestic Borrower”) and Guess? Canada Corporation (the “Canadian Borrower”, and together with Domestic Borrower, collectively, the “Borrowers”), the Lenders from time to time party thereto, Bank of America, N.A., as Domestic Administrative Agent and Domestic L/C Issuer, and Bank of America, N.A., acting through its Canadian branch, as Canadian Administrative Agent and Canadian L/C Issuer (collectively, the “Administrative Agents”). Capitalized terms used in this Amendment and not otherwise defined herein are used with the meanings set forth for those terms in the Credit Agreement.

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