exv10w1






Exhibit 10.1




LICENSE AGREEMENT




     THIS AGREEMENT is effective as of the 5th day of November, 2010, by and between the
George Zimmer 1988 Living Trust, a California trust with an address of 40650 Encyclopedia Circle,
Fremont, California 94538 (hereinafter called “LICENSOR”), and The Men’s Wearhouse, Inc., a
corporation organized and existing under the laws of Texas, with an office located at 6380
Rogerdale Road, Houston, Texas 77072 (hereinafter called “LICENSEE”).



     WHEREAS, LICENSOR is the owner of service marks (the “Marks”) which are likenesses of George
Zimmer one of which has been registered by the U.S. Patent and Trademark Office (Registration No.
2,655,808) for use in connection with “retail clothing store services; licensing others the right
to use and/or exploit the likeness of George Zimmer,” and another of which has been registered by
the U.S. Patent and Trademark Office (Registration No. 3,398,879) for use in connection with dry
cleaning and laundry services and tailoring and clothing alterations; and



     WHEREAS, LICENSEE is desirous of continuing to use the Marks in its business in connection
with the activities denominated by the Marks;



     NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set
forth, the parties agree as follows:



     1. GRANT OF LICENSE




     LICENSOR grants to LICENSEE and its affiliates and subsidiaries a worldwide exclusive,
nontransferable license to use the Marks in connection with the services listed in the above
mentioned registrations and applications. LICENSEE shall, however, have the right to assign the
license to its affiliates and subsidiaries or to a purchaser of the majority of LICENSEE’s assets.
LICENSEE accepts the license subject to the following additional terms and conditions.



     2. LICENSEE FEE




     LICENSEE shall pay LICENSOR an annual license fee of $10,000 payable by February 15 of each
year, beginning February 15, 2011, as long as George Zimmer remains an employee of LICENSEE. After
George Zimmer ceases to be an employee of LICENSEE, whether as a result of death, disability,
retirement or otherwise, LICENSEE shall pay to LICENSOR, or its successor in interest, as the case
may be, $250,000 per year for a period of four years, payable in annual installments as follow:
(a) if George Zimmer ceases to be an employee of LICENSEE as a result of the death of George
Zimmer, the first annual installment shall be paid on the last day of the month in which George
Zimmer dies and the remaining installment payments shall be paid annually on the corresponding day
of the same month in each of the three following years and (b) if George Zimmer ceases to be an
employee of LICENSEE for any other reason, the first annual installment shall be paid on the date
that is six months following the date that George Zimmer incurs a Separation From Service from
LICENSEE and the remaining installment payments shall be paid annually in each of the three
following years on the last day of the month in which occurs the anniversary of the date that
George Zimmer incurred a Separation From Service from LICENSEE. The term “Separation From Service”



 









 




shall have the meaning ascribed to such terms in section 409A of the Internal Revenue Code of 1986, as amended, and the rules,
regulations and guidance issued thereunder by the Internal Revenue Service and the Department of
Treasury. At its option and in its sole discretion, LICENSEE may continue the License and this
License Agreement in effect, after the four year period, for consecutive annual periods by giving
LICENSOR or its successor in interest, as the case may be, 60 days written notice of LICENSEE’S
intention to continue the License prior to the end of the initial four year period and prior to the
end of each additional one year period and by continuing to pay LICENSOR or its successor in
interest, as the case may be, $250,000 a year in equal monthly installments. LICENSEE may continue
to exercise its option to extend the License and this License Agreement for one year periods
indefinitely; provided that if at any time the LICENSEE fails to extend the License or fails to
make the payment required to extend the License, LICENSOR or its successor in interest, as the case
may be, shall have the right to terminate the License and this License Agreement upon written
notice to the LICENSEE.



     3. OWNERSHIP OF THE MARKS




     LICENSEE acknowledges the ownership of the Marks in LICENSOR, agrees that it will do nothing
inconsistent with such ownership and that all use of the Marks by LICENSEE shall inure to the
benefit of and be on behalf of LICENSOR. LICENSEE agrees to assist LICENSOR in registering the
Marks or in recording this License Agreement with appropriate government authorities, if any.
LICENSEE agrees that nothing in this License Agreement shall give LICENSEE any right, title or
interest in the Marks other than the right to use the Marks in accordance with this License
Agreement and LICENSEE agrees that it will not attack the title of LICENSOR to the Marks or attack
the validity of this License Agreement.



     4. QUALITY STANDARDS




     LICENSEE agrees that the nature and quality of all services it renders in connection with the
Marks and all related advertising, promotional and other related uses of the Marks shall conform to
reasonable standards set by LICENSOR. The parties agree that the quality of LICENSEE’s uses of the
Marks as of the day this License Agreement is executed are, and shall continue to be, acceptable.



     5. QUALITY MAINTENANCE




     LICENSEE agrees to cooperate with LICENSOR to facilitate LICENSOR’s control of such nature and
quality, to permit reasonable inspection of LICENSEE’s operation, and to supply LICENSOR with
specimens of all uses of the Marks upon request. LICENSEE shall comply with all applicable laws and
regulations to obtain all appropriate government approvals pertaining to the sale, distribution and
advertising of goods and services covered by this License Agreement.



     6. FORM OF USE




     LICENSEE agrees to use the Marks only in the form and manner and with appropriate legends as
prescribed from time to time by LICENSOR. Those uses existing as of the day this License Agreement
is executed are deemed acceptable and representative of the types of uses LICENSOR has approved and
such uses together with any other uses approved by LICENSOR



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thereafter, shall continue to be deemed to be approved even though George Zimmer may cease to
be an employee for any reason, including death.



     7. INFRINGEMENT PROCEEDINGS




     LICENSEE agrees to notify LICENSOR of any unauthorized use of the Marks by others as it comes
to LICENSEE’s attention. LICENSEE shall have the sole right and discretion to bring infringement or
unfair competition proceedings involving the Marks. All costs of such proceedings shall be borne by
LICENSEE and all benefits received from such proceedings shall be received by LICENSEE.



     8. TERM




     This License Agreement shall be perpetual unless terminated as provided for herein.



     9. TERMINATION FOR CAUSE




     LICENSOR shall have the right to terminate this License Agreement upon ten (10) days written
notice to LICENSEE (i) if LICENSEE were to use the Marks in a way in violation of the provisions of
Section 4 or 6 and shall not have cured such violation within thirty (30) days of written notice
thereof, (ii) in the event of any affirmative act of insolvency by LICENSEE, (iii) upon the
appointment of any receiver or trustee to take possession of the properties of LICENSEE or upon the
winding-up, sale, consolidation, merger (other than a merger in which LICENSEE is the surviving
corporation) or any sequestration by governmental authority with respect to LICENSEE, (iv) upon a
material breach of any of the other provisions hereof by LICENSEE or (v) upon the occurrence of a
Change-in-Control, other than an approved Change-in-Control, but only within the first year after
such Change-in-Control. For purposes hereof, an Approved Change-in-Control shall be a
Change-in-Control of LICENSEE with respect to which George Zimmer either caused a majority of the
shares of voting stocks of LICENSEE held directly or indirectly by him to be voted for the
transaction giving rise to the Change-in-Control or, as director of LICENSEE, voted in favor
thereof. Change-in-Control shall mean, with respect to the LICENSEE, (a) any person or group, as
defined under the Securities Exchange Act of 1934, of persons, other than George Zimmer or any
affiliates of George Zimmer, owning or controlling the right to vote 25% or more of the voting
stock of LICENSEE; (b) the merger or consolidation of LICENSEE with another person if after giving
effect thereto, a person or a group of persons, other than George Zimmer or any affiliates of
George Zimmer, owns or has the power to vote 25% or more of the capital stock of the surviving
corporation, (c) the sale of all or substantially all the assets of LICENSEE; or (d) a majority of
the members of the board of directors of LICENSEE are persons who were neither approved for
nomination by, nor elected to the board of directors of LICENSEE by, a majority of the board of
directors who were directors on October 20, 2010, or directors nominated by or elected by a
majority of such directors.



     10. EFFECT OF TERMINATION




     Upon termination of this License Agreement, LICENSEE agrees to promptly discontinue all use of
the Marks, to cooperate with LICENSOR or its appointed agent to apply to the appropriate
authorities to cancel recording of this License Agreement from all government



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records, to destroy all materials bearing the Marks, and that all rights in the Marks and the
goodwill connected therewith shall remain the property of LICENSOR.



     11. INTERPRETATION OF AGREEMENT




     It is agreed that this License Agreement shall be interpreted according to the laws of the
State of Texas.



     12. ENTIRE AGREEMENT




     This License Agreement constitutes the entire agreement of the parties regarding the subject
matter hereof, and supersedes and terminates all prior agreements, arrangements or understandings
and all obligations, both written and oral, between the parties with respect to the Marks.



     IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed as of
the day and year first above written.



	 	 	 	 	 
	 	GEORGE ZIMMER 1988 LIVING TRUST

 	 
	 	By:  	/s/ GEORGE ZIMMER
 	 
	 	 	George Zimmer, Trustee 	 
	 	 	 	 
	 
	 	THE MEN’S WEARHOUSE, INC.

 	 
	 	By:  	/s/ NEILL P. DAVIS
 	 
	 	 	Name:  	Neill P. Davis 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 




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