Exhibit 10.2


 


FIRST AMENDMENT TO THE


GUESS?, INC.


2006 NON-EMPLOYEE DIRECTORS’


STOCK GRANT AND STOCK OPTION PLAN


(As Amended and Restated Effective September 28, 2007)


 


WHEREAS, Guess?, Inc.
(the “Company”) maintains the Guess?, Inc. 2006 Non-Employee Directors’
Stock Grant and Stock Option Plan (as may be amended, restated and/or modified
from time to time, the “Plan”);


 


WHEREAS, pursuant to Section 6
of the Plan, the Board of Directors of the Company may amend the Plan at any
time, subject to certain limitations;


 


WHEREAS, the Plan and
certain forms of agreements related thereto, including the Restricted Stock
Agreement (the “Form Agreement”), do not clearly address the issuance of
shares in book entry form or other uncertificated means and the rights, if any,
the holders of such shares may have under the Plan; and


 


WHEREAS, the Company
wishes to amend the Plan and the Form Agreement to permit the issuance of
shares in book entry form and clarify the rights, if any, the holders of such
shares have under the Plan;


 


NOW,
THEREFORE, the Form Agreement, in substantially the form
attached hereto as Exhibit A,
is hereby adopted and approved, effective as of December 17, 2007; and


 


RESOLVED
FURTHER, the Plan is hereby amended, effective as of December 17, 2007,
as follows:


 


SECTION 5


 


RESTRICTED STOCK GRANTS


 


1.                                       Subsection 5(c) is
amended in its entirety to read as follows:


 


“Vesting. 
Each Restricted Stock Award granted under this Section 8 shall
become vested as to 100% of the total number of shares of Common Stock subject
thereto upon the first to occur of (i) the first anniversary of the date
of grant or (ii) a termination of service on the Board if such Eligible
Director has completed a full term of service and he or she does not stand for
re-election at the completion of such term. Promptly after the vesting date and
satisfaction of all applicable restrictions, the Company shall, as applicable,
either remove the notations on any shares issued in book entry form that have
met such conditions or deliver to the Participant holding the Award (to the
extent that the certificate(s) had not previously been delivered) a
certificate or certificates evidencing the number of the shares of Common Stock
as to which the restrictions have lapsed. Book entries shall be made, or certificates
shall be delivered, as applicable, evidencing vested shares (and any other
amounts deliverable in respect thereof shall be delivered and paid) only to the
Participant or his or her personal representative, as the case may be.”


 


SECTION 9


 


EFFECTIVE DATE AND TERM OF THE PLAN


 


2.                                       The first
paragraph of Section 9 is amended in its entirety to read as follows:


 


“The
Plan was originally approved by the Company’s Board July 30, 1996, was
amended and restated effective on May 9, 2006 and subsequently amended on July 11,
2006, and was amended and restated effective September 28, 2007 and
subsequently amended hereby on December 17, 2007. Awards granted under
this Plan prior to the Restatement Date shall be governed by the provisions of
the applicable prior version of this Plan. Awards granted under this Plan on or
after the Restatement Date shall be subject to the terms and conditions set
forth herein and any applicable amendment hereof.”


 

















 


SECTION 10


 


GENERAL PROVISIONS


 


3.                                       Subsection 10(a) is
amended in its entirety to read as follows:


 


“Representations by Participants.  The Board may require each Participant to
represent to and agree with the Company in writing that the Participant is
acquiring the shares of Common Stock without a view to distribution or other
disposition thereof. Such shares may include any legend or notation, as
applicable, that the Company deems appropriate to reflect any restrictions on
transfer.”


 


[Remainder of page intentionally
left blank]


 

















 


IN WITNESS
WHEREOF, the Company has caused its duly authorized officer to execute this
amendment.


 


	
   

  	
  GUESS?, INC.

  
	
   

  	
  /s/ CARLOS ALBERINI

  
	
   

  	
   

  
	
   

  	
  Name: Carlos Alberini 

  
	
   

  	
  Title: President and C.O.O.

  



 

















 


EXHIBIT A


 


Form of Restricted Stock Agreement


 

















 


RESTRICTED STOCK
AWARD AGREEMENT

UNDER THE GUESS?, INC.

2006 NON-EMPLOYEE DIRECTORS’ STOCK GRANT AND STOCK OPTION PLAN


 


This RESTRICTED STOCK AWARD AGREEMENT, dated
as of the «DATE»
(the “Award Agreement”), is entered into by and between Guess?, Inc.,
a Delaware corporation (the “Company”), and «FirstOfACCOUNT» (the “Grantee”).


 


WHEREAS, the Grantee is currently a
non-employee director (“Eligible Director”) of the Company and pursuant to the
Guess?, Inc. 2006 Non-Employee Directors’ Stock Grant and Stock Option
Plan (the “Plan”), and upon the terms and conditions set forth in the
Plan and this Award Agreement, the Company grants to the Grantee a restricted
stock award (the “Award”). Capitalized terms used herein without
definition shall have the meanings assigned to them in the Plan.


 


NOW, THEREFORE, in consideration of services
rendered and to be rendered by the Grantee, and the mutual promises made herein
and the mutual benefits to be derived therefrom, the parties hereto agree as
follows:


 


1.               Grant.  Subject to the terms of the Plan and this
Award Agreement, the Company hereby grants to the Grantee, effective as of «GRANT_DATE» (the “Date
of Grant”), an Award with respect to an aggregate of «SHARES» restricted shares
of the Common Stock, par value $0.01 per share (the “Restricted Stock”).


 


2.               Vesting.  Subject to 7 below or Section 10 of the
Plan, the Award shall become vested as to 100% of the shares of Restricted
Stock subject to the Award upon the first to occur of (a) the second
anniversary of the Date of Grant or (b) a termination of service on the
Board if the Grantee has completed one full term of service and he or she does
not stand for re-election at the completion of such term, provided that Grantee
has been continuously engaged as an Eligible Director from the Date of Grant
through the applicable vesting date.


 


3.               Continuance of Service
Required.  The vesting
schedule requires continued service through the applicable vesting date as a
condition to the vesting of the rights and benefits under this Agreement.  Partial service, even if substantial, during
the vesting period will not entitle the Grantee to any proportionate vesting or
avoid or mitigate a termination of rights and benefits upon or following a
termination of service as provided in Section 7 below or under the Plan,
except as otherwise expressly provided in the Plan.


 


4.               Restrictions on Transfer.    Prior to the time that they have become
vested pursuant to Section 2 hereof of Section 10(b) of the
Plan, neither the Restricted Stock, nor any interest therein, amount payable in
respect thereof, or Restricted Property (as defined in Section 5 hereof)
may be sold, assigned, transferred, pledged or otherwise disposed of, alienated
or encumbered, either voluntarily or involuntarily.  The transfer restrictions in the preceding
sentence shall not apply to (a) transfers to the Company or (b) transfers
by will or the laws of descent and distribution.


 


5.               Voting; Dividends.  After the Date of Grant, the Grantee shall
have voting rights and dividend rights with respect to the Restricted Stock
subject to the Award.  Any securities or
other property receivable in respect of the Restricted Stock as a result of any
dividend or other distribution (other than cash dividends), conversion or
exchange of or with respect to the shares (“Restricted Property”) will
be subject to the restrictions set forth in this Award Agreement and the Plan
to the same extent as the shares to which such securities or other property
relate and shall be held and accumulated for the benefit of the Grantee, but
subject to such risks.  The Grantee’s
voting and dividend rights shall terminate immediately as to any shares that
are forfeited back to the Company in accordance with Section 7.


 


6.               Stock Certificates.


 


(a)          Book Entry Form.  The Company shall, in its discretion, issue
the shares of Restricted Stock subject to the Award either (i) in
certificate form as provided in Section 6(b) below or (ii) in
book entry form, registered in the name of the Grantee with notations regarding
the applicable restrictions on transfer imposed under this Award Agreement.


 


(b)         Certificates to be Held by
Company; Legend.  Any
certificates representing shares of Restricted Stock that may be delivered to
the Grantee by the Company prior to vesting shall be immediately redelivered by
the Grantee to the Company to be held by the Company until the restrictions on
such shares shall have lapsed and the shares shall thereby have become vested
or the shares represented thereby have been forfeited hereunder.  Such certificates shall bear the following
legend and any other legends the Company may determine to be necessary or
advisable to comply with all applicable laws, rules, and regulations: “The
ownership of this certificate and the shares of stock evidenced hereby and any
interest therein are subject to substantial restrictions on transfer under an
Award Agreement entered into between the registered owner and Guess?, Inc.
A copy of such Award Agreement is on file in the office of the Secretary of
Guess?, Inc.”


 

















 


(c)          Delivery of Shares Upon
Vesting.  Promptly after the vesting of
any shares of Restricted Stock pursuant to Section 2 hereof or Section 10(b) of
the Plan, the Company shall, as applicable, either remove the notations on any
shares of Restricted Stock issued in book entry form that have vested or deliver
to the Grantee a certificate or certificates evidencing the number of shares of
Restricted Stock that have vested.  The
Grantee (or the beneficiary or personal representative of the Grantee in the
event of the Grantee’s death or disability, as the case may be) shall deliver
to the Company any representations or other documents or assurances as the
Company may deem necessary or reasonably desirable to ensure compliance with
all applicable legal and regulatory requirements.  The shares so delivered shall no longer be
restricted shares hereunder.


 


(d)         Stock Power; Power of
Attorney.  Concurrent
with the execution and delivery of this Award Agreement, the Grantee shall
deliver to the Company an executed stock power in the form attached hereto as Exhibit A,
in blank, with respect to the Restricted Stock. 
The Grantee, by acceptance of the Award, shall be deemed to appoint, and
does so appoint by execution of this Award Agreement, the Company and each of
its authorized representatives as the Grantee’s attorney(s) in fact to
effect any transfer of unvested forfeited shares (or shares otherwise
reacquired by the Company hereunder) to the Company as may be required pursuant
to the Plan or this Award Agreement and to execute such documents as the
Company or such representatives deem necessary or advisable in connection with
any such transfer.


 


7.               Effect of a Termination of
Service.  If Grantee ceases to be a
member of the Board for any reason any shares of Restricted Stock subject to
the Award that are not fully vested and free from restriction as of the Grantee’s
termination of service shall thereupon be forfeited and returned to the
Company.


 


8.               Notices.  Any notice required or permitted under this
Agreement shall be deemed given when personally delivered, or when deposited in
a United States Post Office, postage prepaid, addressed, as appropriate, to the
Grantee either at the address in the records of the Company or such other
address as may be designated by Grantee in writing to the Company; or to the
Company, Attention: Secretary, 1444 South Alameda Street, Los Angeles,
California  90021, or such other address
as the Company may designate in writing to the Grantee.


 


9.               Failure to Enforce Not a
Waiver.  The failure of the Company or
the Grantee to enforce at any time any provision of this Agreement shall in no
way be construed to be a waiver of such provision or of any other provision
hereof.


 


10.         Governing Law.  This Agreement shall be governed by and
construed according to the laws of the State of Delaware.


 


11.         Amendments.  This Agreement may be amended or modified at
any time by an instrument in writing signed by both parties, subject to Section 9
of the Plan.


 


12.         No Right to Re-Election.  Neither the grant of the Award nor the
execution of this Award Agreement shall interfere in any way with the right of
the Company to terminate its relationship with the Grantee at any time.


 


13.         No Restriction on Right of
Company to Effect Corporate Changes.  Neither the grant of the Award, the Plan nor
this Award Agreement shall affect or restrict in any way the right or power of
the Company or its shareholders to make or authorize any adjustment,
recapitalization, reorganization or other change in the capital structure or
business of the Company, or any merger or consolidation of the Company, or any
issue of stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to
or affect the Common Stock or the rights thereof or which are convertible into
or exchangeable for Common Stock, or the dissolution or liquidation of the
Company, or any sale or transfer of all or any part of the assets or business
of the Company, or any other corporate act or proceeding, whether of a similar
character or otherwise.


 


14.         Entire Agreement.  This Award Agreement and the Plan set forth
the entire agreement and understanding between the parties hereto with respect
to the matters covered herein, and supersede any prior agreements and
understandings concerning such matters. 
This Award Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same agreement. 
The headings of sections and subsections herein are included solely for
convenience of reference and shall not affect the meaning of any of the
provisions of this Award Agreement.  This
Award Agreement shall be assumed by, be binding upon and insure to the benefit
of any successor or successors to the Company.


 

















 


15.         Plan.  The Award and all rights of the Grantee under
this Award Agreement are subject to the terms and conditions of the Plan,
incorporated herein by this reference. 
The Grantee agrees to be bound by the terms of the Plan and this Award
Agreement. The Grantee acknowledges having read and understanding the Plan and
this Award Agreement.  Unless otherwise
expressly provided in other sections of this Award Agreement, provisions of the
Plan that confer discretionary authority on the Board do not and shall not be
deemed to create any rights in the Grantee unless such rights are expressly set
forth herein or are otherwise in the sole discretion of the Board so conferred
by appropriate action of the Board under the Plan after the date hereof.


 


16.         Section 83(b) Election.  The Grantee hereby acknowledges that, with
respect to the grant of the Restricted Stock, an election may be filed by the
Grantee with the Internal Revenue Service, within 30 days, of the Date
of Grant, electing pursuant to Section 83(b) of the Internal Revenue
Code of 1986, as amended (the “Code”), to be taxed currently on the fair
market value of the Restricted Stock on the Date of Grant.


 


THE
GRANTEE HEREBY ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND
NOT THE RESPONSIBILITY OF THE COMPANY TO TIMELY FILE AN ELECTION UNDER SECTION 83(b) OF
THE CODE, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO
MAKE THIS FILING ON THE GRANTEE’S BEHALF.


 

















 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed on its behalf by a duly authorized officer and
the Grantee has hereunto set his or her hand as of the date and year first
above written.


 


	
   

  	
  GUESS?, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name:  Deborah Siegel

  
	
   

  	
   

  
	
   

  	
  Its:  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print
  Name

  



 

















 


EXHIBIT
A


 


STOCK POWER


 


FOR VALUE RECEIVED and
pursuant to that certain Restricted Stock Award Agreement between Guess?, Inc.,
a Delaware corporation (the “Company”), and the individual named below (the “Individual”),
dated as of                                       ,
the Individual hereby sells, assigns and transfers to the Company an aggregate
of                 
shares of Common Stock of the Company, standing in the Individual’s name on the
books of the Company and, if such shares are in certificate form, represented
by stock certificate number(s)                                                                                           
to which this instrument is attached, and hereby irrevocably constitutes and
appoints                                   
                                                                        
as his or her attorney in fact and agent to transfer such shares on the books
of the Company, with full power of substitution in the premises.


 


	
  Dated

  	
   

  	
  ,

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print
  Name

  



 


(Instruction: Please do not fill in any blanks other
than the signature line.  The purpose of
the assignment is to enable the Company to exercise its sale/purchase option
set forth in the Restricted Stock Award Agreement without requiring additional
signatures on the part of the Individual.)