Exhibit
4.3


 


TERMINATION
OF AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT


 


This TERMINATION OF
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Termination”) is entered into as of May 12,
2003 by and among the parties set forth on Schedule A hereto (each
individually a “Shareholder” and
collectively the “Shareholders”),
and Guess ?, Inc., a Delaware corporation (the “Company”).


 


1.             Termination


 


The Shareholders, collectively and individually, and,
subject to the receipt of requisite stockholder approval at the 2003 annual
meeting of the Company’s stockholders (the “Stockholder
Approval”), the Company hereby terminate all of the provisions of
that certain Amended and Restated Shareholders’ Agreement dated as of August 8,
1996, as amended, by and among the Shareholders and the Company (the “Agreement”), effective immediately upon
receipt of the Stockholder Approval as evidenced by the secretary of such
stockholders’ meeting.  The parties
hereby expressly agree that none of the Shareholders (or their spouses, heirs,
executors, and assigns), or the Company (or any of its affiliates, successors,
predecessors, or assigns, or any of their respective trustees, shareholders,
directors, officers, employees or agents) will have any previous or continuing
liabilities or obligations whatsoever or have any previous or continuing rights
whatsoever under the Agreement, and the Agreement will be void and without
further force and effect, immediately upon receipt of the Stockholder Approval.


 


2.             Further
Assurances


 


The Shareholders and the Company shall execute and
deliver such other instructions and agreements and take any further action as
may be necessary or proper in order to terminate the Agreement.


 


3.             Counterparts


 


This Termination may be executed in two or more
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all of
which counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically
attached to the same document.


 


4.             Miscellaneous


 


This Termination will be governed by and construed in accordance with
the laws of the State of Delaware, without regard to conflict of laws
principles.


 


[remainder of page intentionally left blank]


 

















 


IN
WITNESS WHEREOF, the parties have executed this Termination
as of the date first above written.


 


	
  GUESS?, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Carlos Alberini

  	
   

  
	
   

  	
  Name: Carlos Alberini

  
	
   

  	
  Title:   
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
  MAURICE MARCIANO TRUST (1995
  Restatement)

  
	
   

  
	
  MAURICE MARCIANO GIFT TRUST FBO
  CAROLINE MARCIANO

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Maurice Marciano

  	
   

  
	
   

  	
  Name: Maurice Marciano

  
	
   

  	
  Title: Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  MAURICE MARCIANO 1996 GRANTOR
  RETAINED ANNUITY TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Paul Marciano

  	
   

  
	
   

  	
  Name: Paul Marciano

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Gary Hampar

  	
   

  
	
   

  	
  Name: Gary Hampar

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  MAURICE MARCIANO 1990 CHILDREN’S
  TRUST

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Maurice Marciano

  	
   

  
	
   

  	
  Name: Maurice Marciano

  
	
   

  	
  Title: Sole Advisor

  



 


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  MAURICE MARCIANO 2001 CHILDREN’S
  TRUST

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Paul Marciano

  	
   

  
	
   

  	
  Name: Paul Marciano

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Gary Hampar

  	
   

  
	
   

  	
  Name: Gary Hampar

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  MAURICE MARCIANO FAMILY FOUNDATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Maurice Marciano

  	
   

  
	
   

  	
  Name: Maurice Marciano

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
  NATHALIE MARCIANO

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/Nathalie Marciano

  	
   

  
	
   

  	
  Name: Nathalie Marciano

  
	
   

  	
   

  
	
   

  	
   

  
	
  MAURICE MARCIANO 1990 CHILDREN’S
  TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Maurice Marciano

  	
   

  
	
   

  	
  Name: Maurice Marciano

  
	
   

  	
  Title: Sole Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
  PAUL MARCIANO TRUST DATED FEBRUARY
  20, 1986

  
	
   

  	
   

  
	
  PAUL MARCIANO GRANTOR RETAINED
  ANNUITY TRUST NO. II

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Paul Marciano

  	
   

  
	
   

  	
  Name: Paul Marciano

  
	
   

  	
  Title: Trustee

  



 


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  PAUL MARCIANO 1996 GRANTOR RETAINED
  ANNUITY TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Maurice Marciano

  	
   

  
	
   

  	
  Name: Maurice Marciano

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Joseph H. Sugerman

  	
   

  
	
   

  	
  Name: Joseph H. Sugerman

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  ARMAND MARCIANO TRUST DATED
  FEBRUARY 20, 1986

  
	
   

  	
   

  
	
  ARMAND MARCIANO GIFT TRUST –
  ANASTASIA

  
	
   

  	
   

  
	
  ARMAND MARCIANO GIFT TRUST –
  FRANCESCA

  
	
   

  	
   

  
	
  ARMAND MARCIANO GIFT TRUST –
  HARRISON

  
	
   

  	
   

  
	
  ARMAND MARCIANO GIFT TRUST –
  DOMINIQUE 

  
	
   

  	
   

  
	
  ARMAND MARCIANO GIFT TRUST – JULIEN

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Armand Marciano

  	
   

  
	
   

  	
  Name: Armand Marciano

  
	
   

  	
  Title: Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  ARMAND MARCIANO 1996 GRANTOR
  RETAINED ANNUITY TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Maurice Marciano

  	
   

  
	
   

  	
  Name: Maurice Marciano

  
	
   

  	
  Title: Co-Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Marc E. Petas

  	
   

  
	
   

  	
  Name: Marc E. Petas

  
	
   

  	
  Title: Co-Trustee

  



 


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SCHEDULE
A


 


SHAREHOLDERS


 


Maurice Marciano Trust (1995 Restatement)


Maurice Marciano Gift Trust FBO Caroline Marciano


Maurice Marciano 1996 Grantor Retained Annuity Trust


Maurice Marciano 1990 Children’s Trust


Maurice Marciano 2001 Children’s Trust


Maurice Marciano Family Foundation


Nathalie Marciano


Maurice Marciano 1990 Children’s Trust


Paul Marciano Trust dated February 20, 1986


Paul Marciano Grantor Retained Annuity Trust No. II


Paul Marciano 1996 Grantor Retained Annuity Trust


Armand Marciano Trust dated February 20, 1986


Armand Marciano Gift Trust – Anastasia


Armand Marciano Gift Trust – Francesca


Armand Marciano Gift Trust – Harrison


Armand Marciano Gift Trust – Dominique


Armand Marciano Gift Trust – Julien


Armand Marciano 1996 Grantor Retained Annuity Trust


 


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