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EXHIBIT 10.4
AMENDMENT NUMBER 6
TO LICENSE
AGREEMENT
This amendment
dated as of November 15, 2008 (the “Sixth
Amendment”) further amends the License Agreement
dated December 9, 1996, as amended by Amendments Number 1 through 5
thereto (referred to herein as “the Agreement”) by and
between Coach, Inc. (“Licensor”) and Movado Group, Inc.
(“MGI”) and Swissam Products Limited
(“SPL”) as licensees (collectively,
“Licensee”).
WHEREAS, the
parties desire to make certain additional changes to the Agreement
as set forth below:
NOW THEREFORE
in consideration of the mutual covenants and the premises set forth
herein, the Agreement is hereby amended as follows:
1.
Non-Licensor
Channels. Section 1.3 shall be amended and restated as
follows:
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“Non-Licensor Channels” shall mean
retail outlets and wholesale distributors not controlled by
Licensor, including (without limitation) department stores, jewelry
store chains, Licensee Special Accounts and Licensee-Affiliated
Retailers.
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2.
Licensee-Affiliated Retailers. The following language
shall be added as Section 1.12 of the Agreement:
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1.12
“Licensee-Affiliated Retailer(s)” means any retail
store(s) controlled by Licensee.
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3.
Licensor Approval. Section 8.4 shall be amended and
restated as follows:
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8.4 Subject
to Paragraph 8.6, Licensee, working closely with Licensor, shall be
responsible for the world-wide manufacture and distribution of
Licensed Products, provided, however, that Licensee shall not,
without the prior written approval of Licensor, which approval
shall not be unreasonably withheld or delayed, sell or distribute
Licensed Products to any Non-Licensor Channels (including, for the
avoidance of doubt and without limitation, Licensee-Affiliated
Retailers) that are not Authorized COACH Retailers. The parties
acknowledge that from time to time Licensor may approach Licensee
to discuss whether particular approved retail outlets and/or
Authorized COACH Retailers should remain as approved outlets and/or
Authorized COACH Retailers
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** CONFIDENTIAL PORTIONS OF THIS
EXHIBIT HAVE BEEN OMITTED FROM PAGE 2 AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION (“SEC”) PUSUANT TO
RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(“1934 ACT”)
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4
Royalties.
Section 11.1 shall be amended and restated as follows:
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Licensee shall
pay to Licensor a royalty based on Licensee’s sales of the
Licensed Products to all Non-Licensor Channels. The
sales to which the royalty rates will be applied (except for sales
to Non-Licensor Channels (non-US), wholesale distributors and
Licensee-Affiliated Retailers (as defined below)) shall be based on
Wholesale Price as in effect in the United State
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