Exhibit 10.15
INDEMNIFICATION AGREEMENT
INDEMNIFICATION AGREEMENT (the "Agreement"), dated as of August 7,
1996, among the following parties (the "Parties"): Guess ?, Inc., a Delaware
corporation (the "Company"), the stockholders of the Company indicated on the
signature pages hereto (such stockholders being referred to herein,
collectively, as the "Principal Stockholders").
R E C I T A L S
WHEREAS, the Parties, together with Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley & Co. Incorporated, as representatives
of the U.S. Underwriters named therein (the "U.S. Underwriters"), are parties
to a U.S. Purchase Agreement of even date herewith (the "U.S. Purchase
Agreement") and, together with Merrill Lynch International and Morgan Stanley
& Co. International Limited, as representatives of the Managers named therein
(the "Managers"), are parties to an International Purchase Agreement of even
date herewith (the "International Purchase Agreement," and, together with the
U.S. Purchase Agreement, being referred to herein, collectively, as the
"Purchase Agreements");
WHEREAS, pursuant to the terms of the Purchase Agreements, the
Principal Stockholders may be required to indemnify the U.S. Underwriters or
the Managers (as the case may be) with respect to, or contribute to, certain
liabilities arising out of the offering of the common stock of the Company,
par value $.01 per share, contemplated by the Purchase Agreements;
WHEREAS, the Company wishes to indemnify and advance expenses to the
Principal Stockholders in connection with any proceedings and liabilities
arising from the obligation of the Principal Stockholders under the Purchase
Agreements in the manner provided for herein.
NOW, THEREFORE, in consideration of the foregoing recitals, the
agreements contained herein and other good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the Parties hereby
agree as follows:
Section 1. Indemnification and Advancement of Expenses. In
respect of any proceeding by any Indemnified Party (as defined in the U.S.
Purchase Agreement or the International Purchase Agreement, as the case may
be) against a Principal Stockholder in respect of (i) any breach of a
representation or warranty contained in Section 1 of each of the Purchase
Agreements and (ii) indemnification under Section 6 or contribution under
Section 7 of each of the Purchase Agreements:
(a) Subject to the provisions of paragraph (b) of this Section 1,
(i) the Company agrees to advance the reasonable
expenses incurred by such Principal Stockholder in respect of such
proceeding including those incurred by such Principal Stockholder
for separate counsel and to reimburse any such reasonable expenses
not advanced by the Company in the first instance;
(ii) the Company agrees to indemnify such Principal
Stockholder in respect of any liability incurred in or as a result
of such proceeding; and
(iii) the authorization by the Company's
stockholders of the agreement to indemnify contained herein and the
execution of this Agreement constitute a conclusive determination
that indemnification is due to such Principal Stockholder in such
circumstances and the specific stockholder authorization for such
indemnification.
(b) The Company shall not indemnify such Principal Stockholder
from or on account of:
(i) such stockholder's acts or omissions finally
adjudged to be intentional misconduct or a knowing violation of law;
(ii) such stockholder's conduct finally adjudged to
be in violation of Section 174 of the General Corporation Law of
the State of Delaware; or
(iii) any transaction with respect to which it
was finally adjudged that such stockholder personally received a
benefit in money, property, or services to which such stockholder
was not legally entitled.
Section 2. Successors and Assigns. This Agreement and all
obligations, rights and remedies of the Parties hereunder shall be binding
upon and inure to the benefit of their respective legal representatives,
successors and assigns.
Section 3. Entire Agreement. Each of the Parties acknowledge
that there are no other agreements or representations, either oral or
written, express or implied, not embodied or referenced in this Agreement,
which represents a complete integration of all prior and contemporaneous
agreements and understandings of the parties hereto with respect to the
subject matter hereof.
Section 4. Governing Law. This agreement shall be construed in
accordance with the laws of the State of New York, without regard to the
choice of law rules thereof, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
Section 5. Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same instrument.
[Signature pages follow]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
as of the date first above written.
GUESS ?, INC.
By: /s/ ROGER A. WILLIAMS
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Name: Roger A. Williams
Title:Executive Vice President and
Chief Financial Officer
MAURICE MARCIANO TRUST
(1995 RESTATEMENT)
By: /s/ MAURICE MARCIANO
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Maurice Marciano
Trustee
PAUL MARCIANO TRUST
UNDER TRUST DATED FEBRUARY 20, 1986
By: /s/ PAUL MARCIANO
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Paul Marciano
Trustee
ARMAND MARCIANO TRUST
UNDER TRUST DATED FEBRUARY 20, 1986
By: /s/ ARMAND MARCIANO
--------------------------------------
Armand Marciano
Trustee
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