EXHIBIT 10.1


 


CERTAIN IDENTIFIED INFORMATION
HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY
DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 


 


SECOND AMENDMENT TO AMENDED AND
RESTATED LICENSE AGREEMENT


 


Reference is made to the Amended
and Restated License Agreement dated January 13, 2015 between Tapestry, Inc. (“Licensor”) and Movado Group, Inc.
and Swissam Products Limited (collectively “Licensee”), and to the First Amendment dated January 6, 2020 (collectively,
the “License Agreement”). This second amendment to the License Agreement (the “Second Amendment”) is effective
as of the earliest date that each of the Parties has executed this Second Amendment (the “Second Amendment Effective Date”).
The term “Parties” collectively refers to Licensor and Licensee.


 


Except as otherwise defined, all
capitalized terms used in this Second Amendment have the meaning ascribed to them in the License Agreement. From and after the Second
Amendment Effective date, references in the License Agreement and this Second Amendment refer to the License Agreement as modified by
the terms of this Second Amendment, unless otherwise specified.


 


WHEREAS, the Parties desire to amend the
terms of the License Agreement;


 


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:


 


	1.	Defined Terms. From and after the Second Amendment Effective Date, Section
1.7 of the License Agreement is deleted in its entirety and replaced with the following:



 


1.7     “Licensor Price”
shall mean, subject to Section 8.2: (1) [***] percent ([***]%) of Licensee’s suggested U.S. retail price for Licensed Products
not made exclusively for sale in factory outlet stores, and (2) [***] percent ([***]%) of the target price mutually agreed upon by Licensor
and Licensee for Licensed Products made exclusively for sale in factory outlet stores. The Parties shall review and agree upon the target
prices for Licensed Products made exclusively for sale in factory outlet stores seasonally in connection with each development schedule.
[***]


 


	2.	Sales Targets and Minimums. From and after the Second Amendment Effective Date, Section 0.1 is amended to incorporate the following Terms:






 


10.1     The Parties have established the
following minimums pertaining to Licensee’s sales of Licensed Products to Non-Licensor Channels:


 






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	Contract Year	Minimum Non-Licensor Channel Sales	 
	FY 2021	$[***]	 
	FY 2022	$[***]	 
	FY 2023	$[***]	 
	FY 2024	$[***]	 
	FY 2025	$[***]	 


 


	3.	Term and Termination. From and after the Second Amendment Effective Date,
Section 14.3(h) of the License Agreement is deleted in its entirety and replaced with the following:



 


14.3(h)(1)      Intentionally Omitted.


14.3(h)(2)      Intentionally Omitted.


14.3(h)(3)     If in any [***]
Contract Years Licensee’s sales of Licensed Merchandise to Non-Licensor Channels fails to equal or exceed [***]% of
Licensee’s Minimum Non-Licensor Channel Sales set forth in Section 10.1 as amended. Notwithstanding the foregoing, provided
that Licensee satisfies its obligations pursuant to Section 11.5 of the Agreement to pay Licensor the full amount of minimum
royalties due in any Contract Year, Licensee’s failure to satisfy its obligations under this Section 14(3)(h)(3) with respect
to Non-Licensor Channel Sales shall not be considered an event of default.


 


	4.	Except as expressly modified by this Second Amendment, all terms and conditions
of the License Agreement are incorporated by reference and remain in full force and effect.



 


	5.	This Second Amendment may be executed in electronic counterparts, each of which
is deemed to be an executed original even if all signatures do not appear on the same counterpart. The Parties may sign and deliver this
Second Amendment via electronic transmission (via DocuSign or PDF), and agree that delivery by DocuSign/PDF is as legally binding as if
physically signed in writing and has, for all purposes, the same force and effect as delivery of original signatures. No certification
or authority or other third party verification is necessary to validate an electronic signature; however, at the request of any party,
the Parties will confirm such electronic transmission by signing a duplicate original document.



 


	6.	This Second Amendment is governed by, and construed in accordance with, the law
of the State of New York applicable to contracts made and to be performed in the State of New York, without regard to conflicts of law
principles.



 






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	7.	In the event one or more provisions of this Second Amendment is held invalid, illegal,
or unenforceable by any court of competent jurisdiction, such holding shall not affect any other provisions of this Second Amendment,
which shall be construed as if such invalid, illegal, or unenforceable provision had not been included.



 


(Signature page to follow)


 


 


 






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IN WITNESS WHEREOF, the Parties have caused their respective
duly authorized officers to execute this Second Amendment as of the dates set forth below.


 


 





	TAPESTRY, INC.	 	MOVADO GROUP, INC.	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	/s/ Todd Kahn	 	By:	/s/ Mitchell Sussis	 
	 	 	 	 	 	 
	Print:	Todd Kahn	 	Print:	Mitchell Sussis	 
	 	 	 	 	 	 
	Title:	CEO and Brand President, Coach	 	Title:	Senior VP	 
	 	 	 	 	 	 
	Date:	August 25, 2021	 	Date:	August 24, 2021	 



 


 





		 	SWISSAM PRODUCTS LIMITED	 
	 	 	 	 	 	 
	 	 	 	 	 	 
			 	By:	/s/ Mitchell Sussis	 
	 	 	 	 	 	 
			 	Print:	Mitchell Sussis	 
	 	 	 	 	 	 
			 	Title:	Director	 
	 	 	 	 	 	 
			 	Date:	August 24, 2021	 



 


 





 


 






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