Exhibit
10.2


 


SECOND AMENDMENT
TO THE


GUESS?, INC.


2004 EQUITY INCENTIVE PLAN


 


WHEREAS, Guess?,
Inc. (the “Company”) maintains the Guess?, Inc. 2004 Equity Incentive Plan, as amended by the First Amendment thereto
effective as of May 9, 2006 (the “Plan”);


 


WHEREAS, pursuant
to Section 18 of the Plan, the Compensation Committee of the Board of Directors
of the Company may amend the Plan at any time; and


 


WHEREAS, the
Company wishes to amend the Plan to revise the definition of the term “Change
in Control” therein;


 


NOW, THEREFORE, the Plan is hereby amended,
effective September 28, 2007, as follows:


 


SECTION 2


 


DEFINITIONS


 


1.                                       The
definition of “Change in Control” in Section 2 is amended in its entirety to
read as follows:


 


“‘Change in Control’
of the Company shall be deemed to have occurred:


 


(1) with respect
to all Awards granted under the Plan on or after September 28, 2007, when (A)
any Person (other than (x) the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of the Company, or
any person or entity organized, appointed or established by the Company or any
Subsidiary of the Company for or pursuant to the terms of any such plan or
(y) Maurice Marciano or Paul Marciano, the members of their families,
their respective estates, spouses, heirs and any trust of which any one or more
of the foregoing are the trustors, the trustees and/or the beneficiaries, or
any other entity controlled by one or more of them (collectively, such persons,
estates, trusts, and entities referred to in this clause (y) the “Permitted
Holders”)), alone or together with its Affiliates and Associates
(collectively, an “Acquiring Person”) shall become the Beneficial Owner
of both (i) thirty-five percent (35%) or more of the then outstanding shares of
Common Stock or the Combined Voting Power of the Company (except pursuant to an
offer for all outstanding shares of Common Stock at a price and upon such terms
and conditions as a majority of the Continuing Directors determine to be in the
best interests of the Company and its shareholders (other than an Acquiring
Person on whose behalf the offer is being made)) and (ii) more shares of Common
Stock or more Combined Voting Power of the Company than are at such time
Beneficially Owned by the Permitted Holders, (B) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the


 

















 


Board, and any new
director (other than a director who is a representative or nominee of an
Acquiring Person) whose election by the Board or nomination for election by the
Company’s shareholders was approved by a vote of at least a majority of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved (collectively, the “Continuing Directors”) cease for any reason
to constitute a majority of the Board, (C) the shareholders of the Company
approve a merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the Surviving Entity (as defined in Section 16 hereof) or any
Parent of such Surviving Entity) at least 80% of the Combined Voting Power of
the Company, such Surviving Entity or the Parent of such Surviving Entity
outstanding immediately after such merger or consolidation, or (D) the shareholders
of the Company approve a plan of reorganization (other than a reorganization
under the United States Bankruptcy Code) or complete liquidation of the Company
or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets; provided, however,
that a change in control shall not be deemed to have occurred in the event of
(x) a sale or conveyance in which the Company continues as a holding company of
an entity or entities that conduct all or substantially all of the business or
businesses formerly conducted by the Company or (y) any transaction undertaken
for the purpose of incorporating the Company under the laws of another
jurisdiction, if such transaction does not materially affect the beneficial
ownership of the Company’s capital stock; and


 


(2)                                  with
respect to all Awards granted under the Plan prior to September 28, 2007, when
(A) any Person (other than (x) the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of the Company, or
any person or entity organized, appointed or established by the Company or any
Subsidiary of the Company for or pursuant to the terms of any such plan or
(y) Maurice Marciano, Paul Marciano or Armand Marciano, or any trust established
in whole or in part for the benefit of one or more of them or their family
members, or any other entity controlled by one or more of them), alone or
together with its Affiliates and Associates (collectively, an “Acquiring Person”)
shall become the Beneficial Owner of twenty percent (20%) or more of the then
outstanding shares of Common Stock or the Combined Voting Power of the Company
(except pursuant to an offer for all outstanding shares of Common Stock at a
price and upon such terms and conditions as a majority of the Continuing
Directors determine to be in the best interests of the Company and its
shareholders (other than an Acquiring Person on whose behalf the offer is being
made)), (B) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Board, and any new director (other than
a director who is a representative or nominee of an Acquiring Person) whose
election by the Board or nomination for election by the Company’s shareholders
was approved by a vote of at least a majority of the directors then


 


2

















 


still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved (collectively, the “Continuing
Directors”) cease for any reason to constitute a majority of the Board, (C) the
shareholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the Surviving Entity (as defined in Section
16 hereof) or any Parent of such Surviving Entity) at least 80% of the Combined
Voting Power of the Company, such Surviving Entity or the Parent of such
Surviving Entity outstanding immediately after such merger or consolidation, or
(D) the shareholders of the Company approve a plan of reorganization (other
than a reorganization under the United States Bankruptcy Code) or complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company’s assets; provided, however,
that a change in control shall not be deemed to have occurred in the event of
(x) a sale or conveyance in which the Company continues as a holding company of
an entity or entities that conduct all or substantially all of the business or
businesses formerly conducted by the Company or (y) any transaction undertaken
for the purpose of incorporating the Company under the laws of another
jurisdiction, if such transaction does not materially affect the beneficial
ownership of the Company’s capital stock.”


 


IN WITNESS WHEREOF,
the Company has caused its duly authorized officer to execute this amendment this
28th day of September, 2007.


 


	
   

  	
  GUESS?, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BY:

  	
     /s/
  Carlos Alberini

  	
   

  
	
   

  	
  Name:

  	
  Carlos Alberini

  
	
   

  	
  Title:

  	
  President and Chief
  Operating Officer

  
					



 


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