Exhibit 10.1
Confidential Treatment Requested as to
Certain Information Contained in this Exhibit
THIRD AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT
DATED FEBRUARY 2, 2000 BETWEEN
TOMMY HILFIGER LICENSING, INC. and THE STRIDE RITE CORPORATION
AGREEMENT entered into this 9th day of January, 2004, by and between TOMMY
HILFIGER LICENSING, INC., having an address at University Plaza - Bellevue
Building, 262 Chapman Road, Suite 103A, Newark, Delaware 19702 (hereinafter
referred to as "Licensor") and THE STRIDE RITE CORPORATION, a Massachusetts
corporation, having its offices at 191 Spring Street, P. O. Box 9191, Lexington,
Massachusetts 02173-9191 (hereinafter referred to as "Licensee").
W I T N E S S E T H :
WHEREAS, Licensor and Licensee entered into an Amended and Restated
License Agreement dated February 2, 2000, which license was previously amended
by amendments dated June 20, 2001 and October 3, 2002 (the Amended and Restated
License Agreement as previously amended is hereinafter referred to as the
"License"); and
WHEREAS, the parties have agreed to the amendments to said License
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.
2. The following is hereby inserted into the License as Paragraph
1.3A:
"1.3A. Career Line shall mean Licensed Products bearing the "H
Hilfiger" trademark."
3. Paragraph 1.4 of the License is hereby amended by adding the
following at the end thereof:
", although they were originally intended for sale to such
customers. Close-Outs shall not include Licensed Products
specifically manufactured for Close-Out customers, which Licensed
Products may not be manufactured without Licensor's express written
approval."
4. The following is hereby inserted into the License as Paragraph 1.14A:
"1.14A Program Sales shall mean the following which are, with the
written approval of Licensor, manufactured specifically for sale to
approved customers who regularly deal in Close-Outs: (a) Licensed
Products, for which at least six (6) months have passed since their
initial introduction at market as Licensed Products, and (b)
products distinct from Licensed Products which have theretofore been
sold by Licensee to its non-Close-Out customers. Program Sales shall
not be deemed to be Close-Out sales hereunder."
5. Effective March 31, 2004, Paragraph 1.18 and 2.3 and all other
paragraphs including references to Mexico shall be amended to delete "Mexico"
therefrom.
6. Paragraph 2.7(c) of the License is hereby amended by deleting the
second sentence thereof and replacing it with the following:
"Licensee will fixture each in-store shop and area dedicated to sale
of Licensed Products and will commence a program of refixturing the
same within sixty (60) days after notice from Licensor. Such program
must be completed within one (1) year thereafter. Licensee will also
visually enhance each in-store shop and area dedicated to the sale
of Licensed Products and will update the visual enhancements within
sixty (60) days after notice from Licensor or, without notice from
Licensor, no less often than every three (3) months during the
Term."
7. Paragraph 2.8 of the License is hereby amended by adding the following
to the end thereof:
"Licensee will, within thirty (30) days of Licensor's request,
supply documentation evidencing such timely delivery during the
preceding quarter."
8. Paragraph 3.1 of the License is hereby amended by changing "March 31,
2004" in the first sentence thereof to "March 31, 2007".
9. Paragraph 4.2 of the License is hereby amended by:
(a) adding the following to the bottom of the first chart
appearing therein:
Minimum Sales Level
"Annual Period Total Career Line
(excluding Career Line)
4/1/04 - 3/31/05 $___________ $___________
4/1/05 - 3/31/06 $___________ $___________
4/1/06 - 3/31/07 $___________ $__________
(b) deleting the Category/Annual Minimum Sales Level chart
appearing therein along with the paragraph leading into such
chart and replacing it with the following:
"In each Annual Period, each category of Licensed Products must
account for the following listed percentages of Licensee's total Net
Sales (excluding Net Sales of Career Line):
Category Percentage of Net Sales
(excluding Net Sales of Career Line)
Mens _____%
Womens _____%
Childrens _____%
Licensee's Net Sales of Program Sales may not account for more than
_____ (____%) percent of the Minimum Sales Level. Further, Program
Sales may not account for more than ______ (____%) percent of total
Net Sales in any Annual Period."
10. Paragraph 5.2 of the License is hereby amended by adding the following
at the end of the second sentence thereof:
", except that the Guaranteed Minimum Royalty for Career Line for
the Annual Period from 4/1/04 - 3/31/05 only shall be
$----------."
11. Paragraph 5.3 of the License is hereby amended by inserting the
following after the portion of the Paragraph which was inserted from the First
Amendment:
"For Career Line during the Annual Period from 4/1/04 - 3/31/05
only, ____% shall be reduced to ____% and ____% shall be reduced to
____% in the above formula."
12. Paragraph 5.9 of the License is hereby amended by changing the name of
the bank from "Chemical Bank" to "J.P. Morgan Chase Bank".
13. Paragraph 7.1 of the License is hereby amended by adding the following
to the chart appearing therein:
Guaranteed Minimum Advertising
"Annual Period Total Career Line
(excluding Career Line)
4/1/04 - 3/31/05 $__________ $__________
4/1/05 - 3/31/06 $__________ $__________
4/1/06 - 3/31/07 $__________ $__________"
14. Paragraph 7.2 of the License is hereby amended by inserting the
following at the end thereof:
"For Career Line, for the Annual Period from 4/1/04 - 3/31/05 only,
____% shall be reduced to ____% in the above formula and thereafter,
Licensee shall receive a credit of no more than ____% against such
____% for Licensee's expenditures for cooperative advertising
relating to such line. In order to receive this credit, Licensee
must, on a quarterly basis, provide Licensor evidence acceptable to
Licensor of the expenditures prior to receiving the credit."
15. Paragraph 7.3 of the License is hereby amended by changing "__________
(____%)" in the second sentence to "__________ (____%)".
16. Paragraph 8.3 of the License is hereby amended by inserting the
following after the fourth sentence thereof:
"In addition, any such approvals will authorize Licensee to make
only such quantities of the approved item as Licensee reasonably
expects to sell to its regular customers."
17. Paragraph 8.13(b) of the License is hereby amended by inserting the
following after the first sentence thereof:
"Approval by Licensor of a customer to whom Close-Outs may be sold
shall not be deemed to be approval of sales of Licensed Products
which are not Close-Outs to such customer."
18. Paragraph 10.2 of the License is hereby amended by deleting the words
"Paragraph 11.1 and 11.2" from the second sentence thereof and replacing them
with "Paragraph 10.1".
19. Paragraph 18.4(c)(3) of the License is hereby amended by inserting the
word "additional" before "insured".
20. Paragraph 20.1 of the License is hereby amended by deleting the
addresses for notices and replacing them with the following:
"TOMMY HILFIGER LICENSING, INC.
University Plaza - Bellevue Building
262 Chapman Road, Suite 103A
Newark, Delaware 19702
Attention: Thomas Welcher
Telephone: (302) 286-6531
Facsimile: (302) 286-6604
with a copy to: Steven R. Gursky, Esq.
Gursky & Partners, LLP
1350 Broadway, 11th Floor
New York, New York 10018
Telephone: (212) 904-1234
Facsimile: (212) 967-4465"
21. Exhibit A of the License is hereby amended by adding the following
thereto:
"Trademark Registration Number
H Hilfiger Applied for"
22. 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.
TOMMY HILFIGER LICENSING, INC. THE STRIDE RITE CORPORATION
By: /s/ Thomas E. Welcher By: /s/ Richard T. Thornton
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Title: Assistant Secretary Title: President & COO
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Date: 1/15/04 Date: 1/9/04
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