Movado (MOV) 10-Q 2008 Q1 Quarterly report

EXHIBIT 10.3 *

SIXTH AMENDMENT TO LICENSE AGREEMENT

DATED JUNE 3, 1999

BETWEEN TOMMY HILFIGER LICENSING, INC. AND

MOVADO GROUP, INC.

____________________________________________________

AGREEMENT entered into as of the 1 day of February, 2007 by and between TOMMY HILFIGER LICENSING, LLC, a Delaware limited liability company, f/k/a TOMMY HILFIGER LICENSING, INC., having an address at University Plaza - Bellevue Building, 262 Chapman Road, Suite 103A, Newark, Delaware 19702 (hereinafter referred to as “Hilfiger”) and MOVADO GROUP, INC., a New York corporation, having its offices at 650 From Road, Paramus, New Jersey 07652 (“MGI”) and MOVADO WATCH COMPANY, S.A., successor by merger with N.A. TRADING, S.A., a Swiss corporation, having its offices at Bettlachstrasse 8, 2540 Grenchen, Switzerland (“MWC” and MGI together are hereinafter referred to as “Licensee”).

W I T N E S S E T H:

WHEREAS, Hilfiger and Licensee entered into a license agreement dated June 3, 1999, which license agreement was previously amended on January 16, 2002, August 1, 2002, May 7, 2004, June 25, 2004, and July 29, 2005 (collectively, the “License”); and

WHEREAS, Hilfiger and Licensee wish to amend the terms of the License as provided herein.

NOW, THEREFORE, in accordance with the mutual covenants herein expressed, and for other good consideration, which the parties hereby acknowledge, the parties hereby agree as follows:

1.All capitalized terms used herein but not defined shall have the meanings ascribed to those terms in the License.

2.Paragraph 1.19 of the License is hereby amended by:

(a)   adding “, Malta” after “Italy” in 1.19 b. (ii);

(b)   adding “(Egypt, Kuwait, Israel, United Arab Emirates and Lebanon)” after “the Middle East” in 1.19 b. (ii);

(c)   adding the following new 1.19 b. (iv) to read as follows:

“Eastern Europe means Poland, Bulgaria and Hungary.”

* CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED FROM PAGE 2 AND FROM EXHIBITS R AND S AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED ("1934 ACT").

(d)   adding the following new 1.19 f. to read as follows:

“China means the Region including China as of July 1, 2006”

3.Paragraph 8.1 of the License is hereby amended by deleting the entries for the Seventh through Twelfth Annual Period in the chart therein and replacing them with the following:

*

4.Paragraph 8.2 of the License is hereby amended by adding the following at the end of thereof:

“Anything to the contrary herein notwithstanding, Licensee agrees to spend a minimum * on advertising in the China Region during the Eighth Annual Period. At the end of each Annual Period, Licensee must submit to Hilfiger, proof satisfactory to Hilfiger of Licensee’s advertising expenditures in the China Region during the immediately preceding Annual Period.”

5.Paragraph 19.1 of the License is hereby amended by changing the address for Hilfiger to the following:

“To Hilfiger:TOMMY HILFIGER LICENSING, LLC

 200 Liberty Way

Cranbury, New Jersey 08512

Attn: David Vandroth

Telephone: (609) 409-7322

Facsimile: (609) 409-7331

with a copy to: Dreier LLP

 499 Park Avenue

 New York, New York 10022

 Telephone: (212) 328-6100

 Facsimile: (212) 328-6101

TOMMY HILFIGER USA, INC.

601 West 26th Street, 6th Fl

New York, NY 10001

Attention: Office of the General Counsel

* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO

RULE 24b-2 OF THE 1934 ACT.

Telephone: (212) 549-6000

Facsimile: (212) 549-6743”

6.Exhibit R of the Licensee is hereby deleted in its entirety and replaced by the new Exhibit R annexed hereto.

7.Exhibit S of the Licensee is hereby deleted in its entirety and replaced by the new Exhibit S annexed hereto.

8.Except as modified herein, all other terms, conditions and provisions contained in the License 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, Hilfiger and Licensee have signed this Amendment as of the date first above written.

TOMMY HILFIGER LICENSING, LLC  MOVADO GROUP, INC.

By: /s/ Anne MarinoBy: /s/ Richard Coté

Name: Anne MarinoName: Richard Coté

Title: Group President of Tommy Hilfiger Licensing Title: COO

MOVADO WATCH COMPANY, S.A.

By: /s/ Timothy F. Michno

Name: Timothy F. Michno

Title: Attorney-in-fact

EXHIBIT R

MINIMUM SALES LEVELS

*

* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO

RULE 24b-2 OF THE 1934 ACT.

EXHIBIT S

GUARANTEED MINIMUM ROYALTIES

*

* CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE SEC PURSUANT TO

RULE 24b-2 OF THE 1934 ACT.