Hearst Third Amendment


    

      EXHIBIT
        10.1 *

      


      HEARST
        magazines

      Brand
        Development

      


      


      January
        22, 2007

      Glen
        Ellen Brown 

      Vice
        President

      


      Movado
        Group, Inc.

      650
        From
        Road

      Paramus,
        New Jersey 07652

      Attn:
        Efraim Grinberg, President

      Attn:
        Timothy F. Michno, General Counsel

      


      Dear
        Efraim:

      


      This
        letter, when executed by both parties, shall further amend the License Agreement
        between Hearst Magazines, a Division of Hearst Communications, Inc. (“Hearst”)
        and Movado Group, Inc. (f/k/a North American Watch Corporation) (“Movado”) dated
        as of January 1, 1992 and as amended thereafter (the “License Agreement”) as
        follows:

       

      1.  Subject
        to the terms and conditions of the License Agreement and those set forth
        below,
        Movado shall have eleven (11) options consecutively exercisable, each for
        the
        renewal of the License Agreement as hereby amended for an additional three
        year
        periods (“Further Option Renewal Period”). The first such Further Option Renewal
        Period shall commence on January 1, 2010 and the final Further Option Renewal
        Period shall conclude on December 31, 2042, unless further extended upon
        written
        consent of both parties. By execution hereof, Movado hereby elects to exercise
        the first Further Renewal Option Period which will commence on January 1,
        2010
        and continue through December 31, 2012. For each option thereafter, such
        option
        must be exercised by notifying Hearst in writing that Movado intends to renew
        the License Agreement as hereby amended at least six (6) months prior to
        the
        expiration of the then current period. Failure to exercise any such option
        shall
        terminate all succeeding options. 

      


      1700
        Broadway, 36th
        Floor

      New
        York, NY 10019

      T
        212
        492 1301

      F
        646
        280 1101

      gebrown@hearst.com
        

      


      *
        CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED FROM PAGE 2 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").

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      2.  The
        royalty payment referred to in Paragraph 5(b) of the License Agreement shall
        continue to * , payable during each calendar year of each Further Option
        Renewal
        Period in two (2) equal installments, on February 15 

      and
        August 15 of each such year. This royalty shall be increased each year by
        a
        percentage equal to any increase in the CPI from the prior year. There shall
        be
        no decrease in such royalty in the event of a decline in the CPI. 

       

      3.  Section
        5(c) shall be amended so that, in addition to the royalty provided for under
        Paragraph 5(b), Movado shall pay to Hearst in each calendar year during the
        Further Option Renewal Periods a royalty equal to * aggregate Net Sales Value
        of
        all Products sold by Movado in such calendar year over * aggregate Net Sales
        Value of all Products sold by Movado in such calendar year over * aggregate
        Net
        Sales Value of all Products sold by Movado in such calendar year over * .
        Such
        additional royalties shall be paid to Hearst along with the royalty installments
        payable as provided in paragraph 5(b) on February 15 and August 15 of each
        year
        of the Further Option Renewal Period.

       

      4.  Commencing
        with the Option Renewal Period which commenced January 1, 2007, Movado agrees
        to
        purchase * pages of advertising per calendar year in Esquire magazine * .
        During
        each Further Option Renewal Period thereafter, Movado agrees to increase
        its
        purchase of advertising pages in Esquire magazine * , so that, by way of
        example
        by electing to exercise its option for the first Further Option Renewal Period
        commencing on January 1, 2010, Movado agrees to purchase * advertising in
        Esquire magazine during each calendar year of the first Further Option Renewal
        Period. Likewise, if Movado elected to exercise its option for the second
        Further Option Renewal Period commencing January 1, 2013, Movado would agree
        to
        purchase * advertising in Esquire magazine in each calendar year of such
        Further
        Option Renewal Period. 

      


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


      RULE
        24b-2 OF THE 1934 ACT.

      


      


      


      


      
        
          
          

        

        
          
          

          
            

          



      

      5.  All
        references in the License Agreement to the “Term” shall mean the period through
        December 31, 2009 plus any applicable Further Option Renewal
        Periods.

      


      6.   Effective
        December 31, 1997, certain assets of The Hearst Corporation were transferred
        to
        Hearst Communications, Inc., a then-newly formed unit of The Hearst Corporation.
        As a result of the transfer, all references to “Hearst” in the License Agreement
        shall mean “Hearst Communications, Inc.” effective such transfer
        date.

      
 

      7.  All
        defined terms used and not otherwise defined herein shall have the meaning
        given
        them in the License Agreement. 

      


      8.  Except
        as
        otherwise expressly modified herein, the License Agreement remains in full
        force
        and effect.

      
 

      


      The
        parties confirm their agreement of the foregoing by signing this letter below
        where indicated. 

      


      Sincerely,

      


      


      Glen
        Ellen Brown

      


      ACCEPTED
        AND AGREED:

      Movado
        Group, Inc.

      


      By:
        /s/
        Timothy F. Michno

      Title:
        General Counsel

      Date:
        2/15/07