Tommy Hilfiger Sixth Amendment


    

       
        EXHIBIT 10.3 *

       

      


      SIXTH
        AMENDMENT TO LICENSE AGREEMENT

      DATED
        JUNE 3, 1999

      BETWEEN
        TOMMY HILFIGER LICENSING, INC. AND

      MOVADO
        GROUP, INC.

      ____________________________________________________

      AGREEMENT
        entered into as of the 1 day of February, 2007 by and between TOMMY HILFIGER
        LICENSING, LLC, a Delaware limited liability company, f/k/a TOMMY HILFIGER
        LICENSING, INC., having an address at University Plaza - Bellevue Building,
        262
        Chapman Road, Suite 103A, Newark, Delaware 19702 (hereinafter referred to
        as
“Hilfiger”) and MOVADO GROUP, INC., a New York corporation, having its offices
        at 650 From Road, Paramus, New Jersey 07652 (“MGI”) and MOVADO WATCH COMPANY,
        S.A., successor by merger with N.A. TRADING, S.A., a Swiss corporation, having
        its offices at Bettlachstrasse 8, 2540 Grenchen, Switzerland (“MWC” and MGI
        together are hereinafter referred to as “Licensee”). 

       

      W
        I T N E
        S S E T H:

       

      WHEREAS,
        Hilfiger and Licensee entered into a license agreement dated June 3, 1999,
        which
        license agreement was previously amended on January 16, 2002, August 1, 2002,
        May 7, 2004, June 25, 2004, and July 29, 2005 (collectively, the “License”);
        and

       

      WHEREAS,
        Hilfiger and Licensee wish to amend the terms of the License as provided
        herein.

       

      NOW,
        THEREFORE, in accordance with the mutual covenants herein expressed, and
        for
        other good consideration, which the parties hereby acknowledge, the parties
        hereby agree as follows:

       

      1.  All
        capitalized terms used herein but not defined shall have the meanings ascribed
        to those terms in the License.

       

      2.  Paragraph
        1.19 of the License is hereby amended by:

       

      	(a)  	
              adding
                “, Malta” after “Italy” in 1.19 b. (ii);

            


       

      	(b)  	
              adding
                “(Egypt, Kuwait, Israel, United Arab Emirates and Lebanon)” after “the
                Middle East” in 1.19 b. (ii);

            


       

      	(c)  	
              adding
                the following new 1.19 b. (iv) to read as
                follows:

            


       

      “Eastern
        Europe
        means
        Poland, Bulgaria and Hungary.”

       

      *
        CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED FROM PAGE 2 AND FROM
        EXHIBITS R AND S AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
        COMMISSION ("SEC") PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT
        OF
        1934, AS AMENDED ("1934 ACT").


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      	(d)  	
              adding
                the following new 1.19 f. to read as
                follows:

            


       

      “China
        means
        the Region including China as of July 1, 2006”

       

      3.  Paragraph
        8.1 of the License is hereby amended by deleting the entries for the Seventh
        through Twelfth Annual Period in the chart therein and replacing them with
        the
        following:

       

      *

      


      


      


      4.  Paragraph
        8.2 of the License is hereby amended by adding the following at the end of
        thereof:

       

      “Anything
        to the contrary herein notwithstanding, Licensee agrees to spend a minimum
        * on
        advertising in the China Region during the Eighth Annual Period. At the end
        of
        each Annual Period, Licensee must submit to Hilfiger, proof satisfactory
        to
        Hilfiger of Licensee’s advertising expenditures in the China Region during the
        immediately preceding Annual Period.”

       

      5.  Paragraph
        19.1 of the License is hereby amended by changing the address for Hilfiger
        to
        the following:

       

      


      “To
        Hilfiger:        TOMMY
        HILFIGER LICENSING, LLC

                      200
        Liberty
        Way

      Cranbury,
        New Jersey 08512

      Attn:
        David Vandroth

      Telephone:
        (609) 409-7322

      Facsimile:
        (609) 409-7331

      


      with
        a
        copy to:        Dreier
        LLP

                      499
        Park
        Avenue

                      New
        York, New York
        10022

                      Telephone:
        (212)
        328-6100

                      Facsimile:
        (212)
        328-6101

      


      TOMMY
        HILFIGER USA, INC.

      601
        West
        26th Street, 6th Fl

      New
        York,
        NY 10001

      Attention:
        Office of the General Counsel

       

      *
        CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
        SEC
        PURSUANT TO 

      RULE
        24b-2 OF THE 1934 ACT.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      Telephone:
        (212) 549-6000

      Facsimile:
        (212) 549-6743”

      


      6.  Exhibit
        R
        of the Licensee is hereby deleted in its entirety and replaced by the new
        Exhibit R annexed hereto.

       

      7.  Exhibit
        S
        of the Licensee is hereby deleted in its entirety and replaced by the new
        Exhibit S annexed hereto.

       

      8.  Except
        as
        modified herein, all other terms, conditions and provisions contained in
        the
        License shall remain in full force and effect and nothing contained herein
        shall
        alter them in any way and are hereby in all respects ratified and
        confirmed.

       

      IN
        WITNESS WHEREOF, Hilfiger and Licensee have signed this Amendment as of the
        date
        first above written.

       

      


      TOMMY
        HILFIGER LICENSING, LLC           MOVADO
        GROUP,
        INC.

      


      


      


      By:
        /s/
        Anne Marino        By:
        /s/
        Richard Coté

      Name:
        Anne Marino        Name:
        Richard Coté

      Title:
        Group President of Tommy Hilfiger Licensing     
Title:
        COO

      


      


      MOVADO
        WATCH COMPANY, S.A.

      


      


      By:
        /s/
        Timothy F. Michno

      Name:
        Timothy F. Michno

      Title:
        Attorney-in-fact

      




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        R

      


      MINIMUM
        SALES LEVELS

      


      


      


      *

      


      


      


      *
        CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
        SEC
        PURSUANT TO 

      RULE
        24b-2 OF THE 1934 ACT.

      


      




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        S

      


      GUARANTEED
        MINIMUM ROYALTIES

      


      


      *

       

      *
        CONFIDENTIAL PORTION OF THIS EXHIBIT OMITTED AND FILED SEPARATELY WITH THE
        SEC
        PURSUANT TO 

      RULE
        24b-2 OF THE 1934 ACT.