0001104659-10-033198 Sample Contracts

FIRST AMENDMENT TO LEASE
Lease • June 10th, 2010 • Guess Inc • Women's, misses', children's & infants' undergarments • California
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RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • June 10th, 2010 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware

This RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of May 1, 2008 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and Nancy C. Shachtman (the “Grantee”).

SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS
Separation Agreement • June 10th, 2010 • Guess Inc • Women's, misses', children's & infants' undergarments

This Separation Agreement and General Release of all Claims (hereinafter “Agreement”), dated as of January 30, 2008, is made and entered into between GUESS?, INC., a Delaware corporation (hereinafter “GUESS”), and Stephen Pearson (hereinafter “EMPLOYEE”), and is made in light of the following:

AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • June 10th, 2010 • Guess Inc • Women's, misses', children's & infants' undergarments • California

This Amendment No. 3 to Credit Agreement dated as of June 1, 2010 (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 and by Amendment No. 2 thereto, dated as of July 5, 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 th

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