EXHIBIT (e)(10)
[Victorinox Letterhead]
Schmiedgasse 57
CH-6438 Ibach-Schwyz, Switzerland
Tel. +41 (0)41 81 81 211
Fax +41 (0)41 81 81 511
Tel. direct: (0)41 81 81 275
Mr. Peter W. Gilson
Chairman
Swiss Army Brands Inc.
One Research Drive
Shelton, CT 06484
USA
6438 Ibach, 15 September 2000
Dear Peter,
This letter is a license from Victorinox AG ("Victorinox") to Swiss Army Brands
Inc. and/or its sublicensees, as the case may be, to use the trademark
"Victorinox" and or the Elsener family crest (collectively "the Trademarks") on
all types of men's, women's and children's apparel, hats, footwear, belts and
accessories (collectively, "Apparel") under the terms and conditions set forth
below.
I. LICENSE
1. Territory
a) The United States, Canada, the Caribbean and Bermuda (the "North
American Territories"), and
b) The remainder of the World (the "Additional Territories" and,
together with the North American Territories, the "Territories")
2. Term
As long as SABI, or its successors and assigns, are not in default under
the terms of this letter.
3. Licensing Year
The "Licensing Year" shall be the calendar year, except that the 2000
calendar year shall commence with the first commercial sale by SABI or its
licensees of Apparel under either or both of the Trademarks.
4. License Fees
The following fees assume the receipt by SABI from a licensee or licensees
of a license fee of 10% of "Net Sales". If a license fee received by SABI
is less than 10%, the fee payable to Victorinox will be proportionately
reduced:
a) License fees payable by SABI to Victorinox on all Net Sales in or
intended for resale in the North American Territories 3% (the "North
American Royalty").
b) License fees payable by SABI to Victorinox on all other Net Sales 7%
(the "Additional Territories Royalty").
We find it important to stress once again what we have already clearly
mentioned on your visit, namely that in view of the expenses involved
during the current build-up phase we consider the partition of the royalty
percentages as justified. When the situation changes we must however
reserve the right to renegotiate the percentage-ratios.
5. Net Sales
Net Sales shall have the same meaning in this letter as "Net Sales" (or
similar name defining the base for license fees) in the sublicense
agreement from which the relevant revenue is derived provided that if
revenue is derived directly from sales by SABI or from a source other than
sublicensing "Net Sales" shall mean selling price to unrelated third
parties less freight, insurance, sales, tax or VAT, discounts and
allowances.
6. Exclusivity
Victorinox will not, without SABI's written consent, itself use, or permit
any other person or entity to use either of the Trademarks on or in
connection with the sale, advertising or offering for sale of Apparel in
the Territory, and will fully cooperate in preventing the shipment into
the North American Territory of Apparel using either of the Trademarks for
which a North American Royalty has not been paid. Similarly, SABI will
cooperate in preventing shipment outside of the North American Territories
of Apparel for which an Additional Territories Royalty has not been paid.
7. Quality Control
SABI will furnish Victorinox with a sample of every item of Apparel. The
quality of Apparel sold hereunder shall, at all times, be equal or
superior to such samples. At Victorinox reasonable request, SABI will
furnish to Victorinox, from time to time, production samples to enable
Victorinox to determine that the above quality control standards are being
met.
8. Assurance
Victorinox, recognizing that SABI will be assuring its licensee or
licensees of their continuing right to use the Trademarks, similarly
assures SABI of that continuing right.
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II. General
1. This letter contains the sole agreement between SABI and any of its
affiliates on the one hand and Victorinox and any of its affiliates on the
other, relating to the subject matter hereof. Any alteration or amendment
to this letter must be in writing and duly executed by the party against
who such alteration or amendment is sought to be enforced.
2. This letter agreement shall in all respects be governed by and interpreted
under the laws under the State of Connecticut, USA.
If this letter meets with your understanding of our mutual agreement would you
please so indicate by signing the enclosed copy and returning it to us.
Very truly yours,
VICTORINOX AG
By: /s/ Charles Elsener
Charles Elsener
ACCEPTED AND AGREED:
Swiss Army Brands Inc.
By: /s/ Peter W. Gilson
Peter W. Gilson
The agreements contained in this letter shall bind and inure to the
benefit of Victorinox and SABI: (a) in the case of Victorinox, any entity
to which Victorinox transfers both of the Trademarks, and (b) in the case
of SABI, any entity which shall succeed to its Apparel business.
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