**Exhibit 10.8**

** **

**EXECUTIVEEMPLOYMENT AGREEMENT**

This **EXECUTIVEEMPLOYMENT AGREEMENT** (the “Agreement”),made as of January 1, 2007 (the “EffectiveDate”), between Guess?, Inc., a Delaware corporation (the “Company”), and Maurice Marciano (the “Executive”).

WITNESSETH:

WHEREAS, theExecutive is a co-founder of the Company and is acting as its Co-Chairman and Co-ChiefExecutive Officer.

WHEREAS,****the Executivehas heretofore been employed by the Company pursuant to an employment agreementmade effective as of August 13, 1996 (the “Prior Agreement”).

WHEREAS, the Company recognizes that the Executive’stalents and abilities are unique and have been integral to the success of theCompany.

WHEREAS, the Executive wishes to focus his time andenergy on developing the Company’s strategy as its Chairman of the Board, andis willing to commit himself to serve the Company, on the terms and conditionsherein provided.

WHEREAS, the Company wishes to retain the services ofthe Executive and anticipates that the Executive’s contribution to the growthand success of the Company will continue to be substantial.

WHEREAS, the Company and theExecutive wish to amend and restate the Prior Agreement as evidenced by thisAgreement effective as of the date hereof in order to provide for themodification of certain provisions of the Prior Agreement.

**NOW THEREFORE**, inconsideration of the foregoing, of the mutual promises contained herein and ofother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto hereby agree as follows:

1.            **POSITION/DUTIES**.

(a)           During the Employment Term (asdefined in Section 2 below), the Executive shall serve as the Company’sChairman of the Board of Directors.** **In this capacity, the Executive shallbe responsible to identify and develop key strategic initiatives with theCompany’s Chief Executive Officer and to fulfill such other duties andresponsibilities as the Board of Directors of the Company (the “Board”) shall reasonably designatethat are consistent with the Executive’s position as Chairman.  The Executive shall report exclusively to theBoard.  The Executive shall haveauthority as is appropriate to carry out his duties and responsibilities as setforth in this Agreement.

(b)           During the Employment Term (asdefined below), the Executive shall use the Executive’s best reasonable effortsto perform faithfully and efficiently the duties and responsibilities assignedto the Executive hereunder and shall devote such portion of the Executive’s businesstime (excluding periods of vacation and other approved leaves of absence)

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as is reasonably necessary to such performance of theExecutive’s duties with the Company.  Subjectto Board approval, Executive may serve on the board of directors or advisoryboards of other for profit companies provided that such service does not createa potential business conflict or the appearance thereof.  Nothing in this Agreement shall preventExecutive from managing his family’s personal investments so long as such activitiesdo not materially interfere with the performance of the Executive’s dutieshereunder or create a potential business conflict or the appearance thereof.

(c)           During the Employment Term, the Boardshall nominate the Executive for re-election as a member of the Board at theexpiration of the Executive’s then-current term.

(d)           The Company shall not relocate theExecutive’s principal place of business outside of the Los Angeles metropolitanarea without the Executive’s written consent.

(e)           The Executive shall be provided withappropriate office and secretarial facilities in each of the Company’sprincipal executive offices and any other location that the Executivereasonably deems necessary to have an office and support services in order forthe Executive to perform his duties to the Company.

2.            **EMPLOYMENT TERM**.  The Executive’s term of employment under thisAgreement (such term of employment, as it may be extended or terminated, isherein referred to as the “EmploymentTerm”) shall be for a term commencing on the Effective Date and, unlessterminated earlier as provided in Section 7 hereof, ending on the last day of the fifth whole Fiscal Yearof the Company commencing on or after the Effective Date (the “Original Employment Term”), providedthat the Employment Term shall be automatically extended, subject to earliertermination as provided in Section 7 hereof, for successive additional one (1) FiscalYear periods (the “Additional Terms”),unless, on or before 90 days prior to the expiration of the Original EmploymentTerm or of any Additional Term, the Company or the Executive has notified theother in writing that the Employment Term shall terminate at the end of thethen-current term.

3.            **BASE SALARY**.  The Company agrees to pay the Executive abase salary (the “Base Salary”)at an annual rate of not less than One Million Dollars ($1,000,000), payable inaccordance with the regular payroll practices of the Company, but not lessfrequently than monthly.  The Executive’sBase Salary shall be subject to annual review by the Board (or a committeethereof) after 2007 and may be increased, but not decreased, from time to timeby the Board; provided, however, that if the Executive notifies the Board thathe wishes to reduce substantially his duties hereunder, the Board may adjusthis Base Salary and other compensation hereunder accordingly.  No increase to Base Salary shall be used tooffset or otherwise reduce any obligations of the Company to the Executivehereunder or otherwise.  The base salaryas determined herein from time to time shall constitute “Base Salary” forpurposes of this Agreement.

4.            **ANNUAL INCENTIVE BONUS ANDOTHER BONUSES**.  During theEmployment Term, the Executive shall be eligible to participate in the Company’sannual bonus and other incentive compensation plans and programs for theCompany’s senior executives at a level commensurate with the Executive’sposition.  For each whole fiscal year (“FiscalYear”) that begins on or after January 1, 2007 and ends not later than theexpiration of the Employment 

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Term, the Executive shallbe eligible to earn an annual cash bonus (the “Bonus”) under the Company’sAnnual Incentive Bonus Plan, as amended from time to time (the “Bonus Plan”),and, if appropriate, the Company’s 2004 Equity Incentive Plan, as amended fromtime to time (the “Equity Plan”), based upon the achievement by the Company andits subsidiaries of performance goals under the Bonus Plan and under the EquityPlan for each such Fiscal Year established by the Compensation Committee of theBoard of Directors (the “Compensation Committee”).  The Compensation Committee shall establishobjective criteria to be used to determine the extent to which such performancegoals have been satisfied. The range of the Bonus opportunity for each FiscalYear will be as determined by the Compensation Committee based upon the extentto which such performance goals are achieved, provided that the annual targetBonus opportunity shall be at least 140% of the Executive’s Base Salary (foreach such year, the “Target Bonus”), the threshold Bonus for a Fiscal Yearshall be one-half the Target Bonus for such year and the maximum Bonus payablepursuant to this Section 4 for any Fiscal Year shall not exceed the amount thatis 225% of the Executive’s Base Salary for such year.  The Bonus, if any, payable to the Executivein respect of any Fiscal Year will be paid at the same time that bonuses arepaid to other executives of the Company, but in any event within seventy-fivedays after the conclusion of such Fiscal Year. After the expiration of the Bonus Plan and the Equity Plan, Executive’sright to receive future Bonus opportunities under such plan is subject toapproval by the stockholders of the Company of a similar successor plan underwhich such opportunity may be granted. The Compensation Committee may, in its sole discretion, award additionalbonuses to Executive.

5.            **EQUITY BASED INCENTIVEAWARDS**.

(a)           **PERFORMANCE SHARE AWARDS**.  The Company shall grant the Executive underthe Equity Plan at the completion of each whole Fiscal Year commencing on andafter January 1, 2007 and during the Employment Term shares of the Company’scommon stock (“Performance Shares”) based upon the achievement by the Companyand its subsidiaries of performance goals under the Equity Plan for each such FiscalYear established by the Compensation Committee. The Compensation Committee shall establish objective criteria to be usedto determine the extent to which such performance goals have been satisfied.  Performance Shares will be granted for each wholeFiscal Year during the Employment Term at “target” and “stretch” levels of 110%(i.e., $1,100,000 for 2007) and 240% (i.e., $2,400,000 for 2007) of theExecutive’s Base Salary for such Fiscal Year. Performance Shares granted in any particular Fiscal Year will be subjectto the standard vesting schedule established by the Compensation Committee forPerformance Share grants in that year (the current vesting schedule is a 4-yearvesting schedule).  After the expirationof the Equity Plan, Executive’s right to receive future grants of PerformanceShares is subject to approval by the stockholders of the Company of a similarsuccessor plan under which such awards may be granted.

(b)           **STOCK OPTION AWARDS**.  The Company shall grant the Executive underthe Equity Plan at the completion of each whole Fiscal Year commencing on orafter January 1, 2007 and during the Employment Term stock options to purchasethe Company’s common stock at an exercise price of not less than the fairmarket value of such stock on the grant date (“Stock Options”) based upon theachievement by the Company and its subsidiaries of performance goals under theEquity Plan for each such Fiscal Year established by the Compensation Committee.  The Compensation Committee shall establishobjective criteria to be 

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used to determine the extent to which such performancegoals have been satisfied.  Stock Optionsfor each whole Fiscal Year during the Employment Term will be granted at a grant-dateBlack-Scholes value of 110% of the Executive’s Base Salary for such Fiscal Year(i.e., $1,100,000 for 2007).  StockOptions granted in any particular Fiscal Year will be subject to the standardvesting schedule established by the Compensation Committee for Stock Optiongrants in that year (the current vesting schedule is a 4-year vestingschedule).  After the expiration of theEquity Plan, Executive’s right to receive future grants of Stock Options issubject to approval by the stockholders of the Company of a similar successorplan under which such awards may be granted.

(c)           **DISCRETIONARYGRANTS**.  In addition to the PerformanceShare and Stock Option Awards under Section 5(a) and (b) above, at the solediscretion of the Board or the Committee, the Executive shall be eligible toparticipate throughout the Employment Term in such long-term incentive plansand programs as may be in effect from time to time in accordance with theCompany’s compensation practices and the terms and provisions of any such plansor programs.

6.            **EMPLOYEE BENEFITS**.

(a)           **BENEFITPLANS**.  The Executive shall beentitled to participate in all employee benefit plans of the Company including,but not limited to, equity, pension, thrift, Section 401(k), profit sharing,medical coverage, education, or other retirement (including without limitation supplementalexecutive retirement plans) or welfare benefits that the Company has adopted ormay adopt, maintain or contribute to for the benefit of its senior executivesat a level commensurate with the Executive’s position subject to satisfying theapplicable eligibility requirements.  TheExecutive shall at all times during the Employment Term be entitled toparticipate in the Guess?, Inc. Supplemental Executive Retirement Plan, as ineffect on January 1, 2006, and any deferred compensation plan which may bemaintained by the Company from time to time.

(b)           **VACATION**.  The Executive shall be entitled to accrue annualpaid vacation in accordance with the Company’s policy applicable to seniorexecutives, but in no event less than twenty business days per calendar year(as prorated for partial years), which vacation may be taken at such times asthe Executive elects with due regard to the needs of the Company.  Executive shall not be permitted to accruemore than a total of twenty five (25) vacation days at any time.  Once Executive reaches the maximum accrual,Executive shall not accrue any additional vacation days until a portion ofExecutive’s accrued vacation time is used.

(c)           **AUTOMOBILE**.  The Company shall continue to provide theExecutive with an automobile during the Employment Term in a manner consistentwith its past practice.

(d)           **PERQUISITES**.  The Company shall provide to the Executive,at the Company’s cost, all perquisites which other senior executives of theCompany are generally entitled to receive in accordance with Company policy asset by the Board from time to time.

(e)           **LIFETIME RETIREE MEDICALBENEFIT**.**** The Company shall provide the Executive and his eligible family memberswith Post-Retirement Health Benefits at

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its expense commencing uponexpiration of the Employment Term for any reason other than a termination forCause, in which case the Company shall have no obligation to providePost-Retirement Health Benefits.  The term “Post-Retirement Health Benefits”means the following:

(i)            health benefits (including medical,prescription, dental and vision coverage, if and to the extent applicable) forthe remainder of the Executive’s life under the plans provided to the Company’sexecutive officers and their eligible family members, as in effect from time totime; provided that the Post-Retirement Health Benefits may be madesecondary to any other benefits to which the Executive may be entitled underanother employer-provided plan or a governmental plan such as Medicare; or

(ii)           if the Company is unable, at anypoint, to provide such coverage under any such plans, the Company will pay theExecutive a lump-sum cash payment that will equal the present value of the costof such coverage based on the actuarial equivalent assumptions set forth in theGuess?, Inc. Supplemental Executive Retirement Plan and a reasonable forecastof increases in the cost of such coverage for that portion of the period followingthe expiration of the Employment Term for which such coverage could not beprovided (in either case, such benefits are referred to as the “Post-RetirementHealth Benefits”).

(f)            **BUSINESSAND ENTERTAINMENT EXPENSES**. Upon presentation of appropriate documentation, the Executive shall bereimbursed in accordance with the Company’s expense reimbursement policy forall reasonable and necessary business and entertainment expenses incurred inconnection with the performance of the Executive’s duties hereunder.

(g)           **CHANGE IN CONTROL**.  In the event there is a Change in Control,the Company shall establish a “rabbi trust” for the benefit of the Executiveand fund it with cash or cash equivalents sufficient to fully pay when due andpayable all payments that potentially would be required to be made underSection 8(d) hereof if the Executive were to be terminated without cause.  For this purpose, the term “Change in Control”is used as defined in the Equity Plan except that in no event shall a “Changein Control” be triggered pursuant to clause (A) of such term as so definedunless the Acquiring Person becomes the Beneficial Owner of twenty percent(20%) or more of the then outstanding shares of Common Stock or the CombinedVoting Power of the Company (except pursuant to an offer for all outstandingshares of Common Stock at a price and upon such terms and conditions as amajority of the Continuing Directors determine to be in the best interests ofthe Company and its shareholders (other than an Acquiring Person on whosebehalf the offer is being made)) in one or more bona fide transactions and suchlevel of ownership of such Common Stock or Combined Voting Power, asapplicable, exceeds the aggregate level of ownership of the Marcianos of suchCommon Stock or Combined Voting Power, respectively.  For purposes of the preceding sentence, “Marcianos”means Maurice Marciano, Paul Marciano, and any trust established in whole or inpart for the benefit of one or more of them or their family members, or anyother entity controlled by one or more of them, and any other capitalized termused in such sentence is used as defined in the Equity Plan if not otherwisedefined in this Agreement.

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7.            **TERMINATION**.  The Executive’s employment and the EmploymentTerm shall terminate on the first of the following to occur:

(a)           **DISABILITY**.  Upon written notice by the Company to theExecutive of termination due to Disability, while the Executive remainsDisabled.  For purposes of thisAgreement, “Disabled” and “Disability”shall (i) have the meaning defined under the Company’s then-current long-termdisability insurance plan, policy, program or contract as entitles theExecutive to payment of disability benefits thereunder, or (ii) if there shallbe no such plan, policy, program or contract, mean permanent and totaldisability as defined in Section 22(e)(3) of the Internal Revenue Code of 1986,as amended (the “Code”).

(b)           **DEATH**.  Automatically on the date of death of theExecutive.

(c)           **CAUSE**.  Immediately upon written notice by theCompany to the Executive of a termination for Cause.  “Cause”shall mean (i) Executive’s conviction or plea of nolo contendere to a felony orany crime involving moral turpitude; (ii) a willful act of theft, embezzlementor misappropriation from the Company; or (iii) a determination by the Boardthat Executive has willfully and continuously failed to perform substantiallythe Executive’s duties (other than any such failure resulting from theExecutive’s Disability or incapacity due to bodily injury or physical or mentalillness), after (A) a written demand for substantial performance is deliveredto the Executive by the Board which specifically identifies the manner in whichthe Board believes that the Executive has not substantially performed theExecutive’s duties and provides the Executive with the opportunity to correctsuch failure if, and only if, such failure is capable of cure; and (B) the Executive’sfailure to correct such failure which is capable of cure within 30 days ofreceipt of the demand for performance.  Forthe avoidance of doubt, the parties expressly agree that only Cause pursuant toSection 7(c)(iii) shall be deemed capable of cure.  Notwithstanding the foregoing, “Cause” shallnot include any act or omission that the Executive believes in good faith tohave been in or not opposed to the interest of the Company (without intent ofExecutive to gain therefrom, directly or indirectly, a profit to which he wasnot legally entitled).  The Company mayonly terminate the Executive’s employment for Cause if (A) a determination thatCause exists is made and approved by three fourths of the independent directorsof the Company’s Board, (B) for a termination for Cause under Section7(c)(iii), the Executive is given at least five (5) days’ written notice of theBoard meeting called to make such determination, and (C) for a termination forCause under Section 7(c)(iii), the Executive and his legal counsel are giventhe opportunity to address such meeting. In the event that the Board has so determined in good faith that Causeexists, the Board shall have no obligation to terminate the Executive’semployment if the Board determines in its sole discretion that such a decisionnot to terminate the Executive’s employment is in the best interest of theCompany.

(d)           **WITHOUTCAUSE**.  Upon written notice bythe Company to the Executive of an involuntary termination without Cause andother than due to death or Disability prior to age sixty-five.

(e)           **GOODREASON**.  Upon written noticeby the Executive to the Company of termination for Good Reason unless thereasons for any proposed termination for Good Reason are remedied in all materialrespects by the Company within thirty (30) days following written notificationby the Executive to the Company.  “Good Reason” means the occurrence of 

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any one or more of the following events prior to agesixty-five unless Executive specifically agrees in writing that such eventshall not be Good Reason:

(i)            Any material breach of thisAgreement by the Company, including:

(A)          the failure of the Company to pay thecompensation and benefits set forth in Sections 3 through 6 of this Agreement;

(B)           any material adverse change in theExecutive’s status, position or responsibilities as Chairman of the Board ofthe Company;

(C)           any failure to nominate or electExecutive as Chairman of the Board or as member of the Board;

(D)          causing or requiring the Executive toreport to anyone other than the Board or

(E)           assignment of duties materiallyinconsistent with his position and duties described in this Agreement,

(ii)           the failure of the Company to assignthis Agreement to a successor to all or substantially all of the business orassets of the Company or failure of such a successor to the Company toexplicitly assume and agree to be bound by this Agreement,

(iii)          requiring the Executive to beprincipally based at any office or location outside of the Los Angeles metropolitanarea;

(iv)          purported termination of the Executive’semployment for “Cause” in a bad faith violation of the substantive andprocedural requirements of Section 7(c), or

(v)           a termination of employment by theExecutive for any reason or no reason during the 30-day period commencing 6months after a Change of Control.

(f)            **RETIREMENT**. Upon thirty (30) days’ prior written notice by the Executive to theCompany of the Executive’s termination of employment without Good Reason (whichthe Company may, in its sole discretion, make effective earlier than any noticedate).

8.            **CONSEQUENCES OFTERMINATION**.  Any terminationpayments made and benefits provided under this Agreement to the Executive shallbe in lieu of any termination or severance payments or benefits for which theExecutive may be eligible under any of the plans, policies or programs of theCompany or its affiliates.  Except to theextent otherwise provided in this Agreement, all benefits and awards under theCompany’s compensation and benefit programs shall be subject to the terms andconditions of the plan or arrangement under which such benefits accrue, aregranted or are awarded.  The followingamounts and benefits shall be due to the Executive:

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(a)           **DISABILITY**.  Upon such termination, the Company shall payor provide the Executive (i) any unpaid Base Salary through the date oftermination and any accrued vacation in accordance with Company policy; (ii)any unpaid Bonus earned with respect to any Fiscal Year ending on or precedingthe date of termination; (iii) reimbursement for any unreimbursed business expensesincurred through the date of termination; and (iv) all other payments, benefitsor perquisites to which the Executive may be entitled under the terms of anyapplicable compensation arrangement or benefit, equity or perquisite plan orprogram or grant or this Agreement (including any related gross-up) (collectively,“Accrued Amounts”).  The Executive will also be paid a pro-rataportion of the Executive’s Annual Bonus for the performance year in which theExecutive’s termination occurs, payable at the time that annual Bonuses arepaid to other senior executives (determined by multiplying the amount theExecutive would have received based upon target performance had employmentcontinued through the end of the performance year by a fraction, the numeratorof which is the number of days during the performance year of termination thatthe Executive is employed by the Company and the denominator of which is 365).

(b)           **DEATH**.  In the event the Employment Term ends onaccount of the Executive’s death, the Executive’s estate (or to the extent abeneficiary has been designated in accordance with a program, the beneficiaryunder such program) shall be entitled to any Accrued Amounts.  The Executive’s estate (or beneficiary) willalso be paid a pro-rata portion of the Executive’s Bonus for the performanceyear in which the Executive’s termination occurs, payable at the time that annualBonuses are paid to other senior executives (determined by multiplying theamount the Executive would have received based upon target performance hademployment continued through the end of the performance year by a fraction, thenumerator of which is the number of days during the performance year oftermination that the Executive is employed by the Company and the denominatorof which is 365).

(c)           **TERMINATIONFOR CAUSE**.  If the Executive’semployment should be terminated by the Company for Cause or by the Executivewithout Good Reason, the Company shall pay to the Executive any AccruedAmounts.

(d)           **TERMINATIONWITHOUT CAUSE OR FOR GOOD REASON**. If the Executive’s employment by the Company is terminated by theCompany other than for Cause (other than a termination due to Disability ordeath) or by the Executive for Good Reason, the Company shall pay or providethe Executive with

(i)            the Accrued Amounts;

(ii)           a pro-rata portion of the Executive’sBonus for the performance year in which the Executive’s termination occurs,payable at the time that annual Bonuses are paid to other senior executives, determinedby multiplying the amount the Executive would have received based upon actualperformance had employment continued through the end of the performance year(but in no event less than the amount for target performance), by a fraction,the numerator of which is the number of days during the performance year oftermination that the Executive is employed by the Company and the denominatorof which is 365;

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(iii)          an amount equal to the product of (A)the sum of (1) the Executive’s Base Salary and (2) the then Target Bonusmultiplied by (B) three, payable in a single lump-sum, with such payment beingmade on the earliest payroll date that does not result in adverse taxconsequences to the Executive under Section 409A of the Code; and

(iv)          two years of additional service creditand age for benefit accrual, early retirement reduction and vesting purposesunder the Guess?, Inc. Supplemental Executive Retirement Plan.

In addition, the Company, at its election, shall have the option in itsfull and absolute discretion to enter into a two-year consulting agreement withthe Executive providing for continuation of 50% of Base Pay annually insubstantially the same form as set forth in Appendix A below.  Notwithstanding anything to the contrary containedherein, the Company shall have no obligation to provide any of the monetarypayments and/or benefits provided for in this Section 8(d) (other than AccruedAmounts) unless and until Executive executes an effective general release ofall claims in favor of the Company in a form acceptable to the Company (the “Release”).  For the avoidance of doubt, Executive’sexecution of the Release is a condition precedent to any obligation of theCompany to provide the monetary payments and/or benefits provided for in thisSection 8(d) (other than Accrued Amounts).

(e)           **NON-RENEWAL**.  A notice of non-renewal of this Agreement bythe Company that would result in expiration of the Employment Term prior to theExecutive’s sixty-fifth birthday shall be treated as a termination of theExecutive’s employment by the Company without “Cause” for the purposes of thisAgreement.

(f)            **RETIREMENT**.  If the Executive retires under Section 7(f)of this Agreement, the Company shall pay to the Executive:

(i)            any Accrued Amounts;

(ii)           a pro-rata portion of the Executive’sBonus for the performance year in which the Executive’s termination occurs,payable at the time that annual Bonuses are paid to other senior executives(determined by multiplying the amount the Executive would have received basedupon target performance had employment continued through the end of theperformance year by a fraction, the numerator of which is the number of daysduring the performance year of termination that the Executive is employed bythe Company and the denominator of which is 365); and

(iii)          the Executive shall be considered tohave “retired” for purposes of any plans, programs, agreements or arrangementswith the Company or its affiliates.

In addition, the Company shall enter into a two-year consulting agreementwith the Executive providing for continuation of 50% of Base Pay annually insubstantially the same form as set forth in Appendix A below.

9.            **SECTION 4999 EXCISETAX. **If any payments, rights or benefits(whether pursuant to the terms of this Agreement or any other plan, arrangementor agreement of 

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Executive with theCompany or any person affiliated with the Company) (the “Payments”) received orto be received by Executive will be subject to the tax (the “Excise Tax”)imposed by Section 4999 of the Code (or any similar tax that may hereafter beimposed), then the Company shall pay to Executive an amount in addition to thePayments (the “Gross-Up Payment”) as calculated below.  The Gross Up Payment shall be in an amountsuch that, after deduction of any Excise Tax on the Payments and any federal,state and local income and employment tax and Excise Tax on the Gross UpPayment, but before deduction for any federal, state or local income andemployment tax on the Payments, the net amount retained by the Executive shallbe equal to the Payments.  The processfor calculating the Excise Tax, determining the amount of any Gross-Up Paymentand other procedures relating to this Section are set forth in Appendix B attachedhereto.  For purposes of making the determinationsand calculations required herein, the Accounting Firm (as defined in Appendix B)may rely on reasonable, good faith interpretations concerning the applicationof Section 280G and 4999 of the Code, provided that the Accounting Firm shallmake such determinations and calculations on the basis of “substantialauthority” (within the meaning of Section 6662 of the Code) and shall provideopinions to that effect to both the Company and Executive.

10.          **CONFIDENTIALITY**.  The Executive agrees that the Executive shallnot, directly or indirectly, use, make available, sell, disclose or otherwisecommunicate to any person, other than in the course of the Executive’semployment and for the benefit of the Company, either during the period of theExecutive’s employment or at any time thereafter, any nonpublic, proprietary orconfidential information, knowledge or data relating to the Company, any of itssubsidiaries, affiliated companies or businesses, which shall have beenobtained by the Executive during the Executive’s employment by theCompany.  The foregoing shall not applyto information that (i) was known to the public prior to its disclosure to theExecutive; (ii) becomes known to the public subsequent to disclosure to the Executivethrough no wrongful act of the Executive or any representative of theExecutive; or (iii) the Executive is required to disclose by applicable law,regulation or legal process (provided that the Executive provides the Companywith prior notice of the contemplated disclosure and reasonably cooperates withthe Company at its expense in seeking a protective order or other appropriateprotection of such information). Notwithstanding clauses (i) and (ii) of the preceding sentence, theExecutive’s obligation to maintain such disclosed information in confidenceshall not terminate where only portions of the information are in the publicdomain.

11.          **ATTORNEY’SFEES**.  To the extent permitted by law, allreasonable costs and expenses incurred by the Executive in evaluating and negotiatingthe terms and conditions of this Agreement shall be promptly paid on behalf of,or reimbursed, to the Executive by the Company. If the Executive incurs legal or other fees and expense in a good faithnon-frivolous effort to secure or preserve or establish entitlement tocompensation and benefits under this Agreement, the Company shall, to theextent permitted by law and regardless of the outcome of such effort, reimburseExecutive monthly for such fees and expenses.

12.          **NO ASSIGNMENT**.

(a)           This Agreement is personal to each ofthe parties hereto.  Except as providedin Section 12(b) below, no party may assign or delegate any rights orobligations hereunder without first obtaining the written consent of the otherparty hereto.

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(b)           The Company may assign this Agreementto any successor to all or substantially all of the business and/or assets ofthe Company provided the Company shall require such successor to expresslyassume and agree to perform this Agreement in the same manner and to the sameextent that the Company would be required to perform it if no such successionhad taken place and shall deliver a copy of such assignment to the Executive.

13.          **NOTICE**.  For the purpose of this Agreement, noticesand all other communications provided for in this Agreement shall be in writingand shall be deemed to have been duly given (a) on the date of delivery ifdelivered by hand, (b) on the date of transmission, if delivered by confirmedfacsimile, (c) on the first business day following the date of deposit if deliveredby guaranteed overnight delivery service, or (d) on the fourth business dayfollowing the date delivered or mailed by United States registered or certifiedmail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:

At the address (or to thefacsimile number) shownon the records of the Company

If to the Company:

Guess?, Inc.1444 South Alameda StreetLos Angeles, California 90021Attention:  General CounselFacsimile No.:  (213) 765-0911

orto such other address as either party may have furnished to the other inwriting in accordance herewith, except that notices of change of address shallbe effective only upon receipt.

14.          **SECTION HEADINGS;INCONSISTENCY**.  The sectionheadings used in this Agreement are included solely for convenience and shallnot affect, or be used in connection with, the interpretation of thisAgreement.  In the event of anyinconsistency between this Agreement and any other agreement (including but notlimited to any option, stock, long-term incentive or other equity awardagreement), plan, program, policy or practice (collectively, “Other Provision”) of the Company theterms of this Agreement shall control over such Other Provision to the extentthat the terms of this Agreement are more beneficial to the Executive.

15.          **SEVERABILITY**.  The provisions of this Agreement shall bedeemed severable and the invalidity of unenforceability of any provision shallnot affect the validity or enforceability of the other provisions hereof.

16.          **COUNTERPARTS**.  This Agreement may be executed in severalcounterparts, each of which shall be deemed to be an original but all of whichtogether will constitute one and the same instruments.  One or more counterparts of this Agreementmay be delivered by facsimile, with the intention that delivery by such meansshall have the same effect as delivery of an original counterpart thereof.

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17.          **DISPUTE RESOLUTION**.  In the event of any controversy, dispute orclaim between the parties under, arising out of or related to this Agreement(including but not limited to, claims relating to breach, termination of thisAgreement, or the performance of a party under this Agreement) whether based oncontract, tort, statute or other legal theory (collectively referred tohereinafter as “Disputes”), the parties shall follow the dispute resolutionprocedures set forth below.  Any Disputeshall be settled exclusively by arbitration, conducted before a singlearbitrator in Los Angeles, California, administered by the American ArbitrationAssociation (“AAA”) inaccordance with its Commercial Arbitration Rules then in effect.  The parties agree to (i) appoint anarbitrator who is knowledgeable in employment and human resource matters and,to the extent possible, the industry in which the Company operates, andinstruct the arbitrator to follow substantive rules of law; (ii) require thetestimony to be transcribed; and (iii) require the award to be accompanied byfindings of act and a statement of reasons for the decision.  The arbitrator shall have the authority topermit discovery, to the extent deemed appropriate by the arbitrator, uponrequest of a party.  The arbitrator shallhave no power or authority to add to or detract from the written agreement ofthe parties.  If the parties cannot agreeupon an arbitrator within ten (10) days after demand by either of them, eitheror both parties may request the American Arbitration Association name a panelof five (5) arbitrators.  The Companyshall strike the names of two (2) off this list, the Executive shall alsostrike two (2) names, and the remaining name shall be the arbitrator.  The parties shall stipulate that arbitrationshall be completed within ninety (90) days. The decision of the arbitrator will be final and binding upon theparties hereto.  Judgment may be enteredon the arbitrator’s award in any court having jurisdiction.  The Company shall bear the costs of thearbitrator and any related forum fee.

18.          **INDEMNIFICATION**.  The Company hereby agrees to indemnify theExecutive and hold the Executive harmless to the fullest extent permitted byapplicable law and under the by-laws of the Company against and in respect toany and all actions, suits, proceedings, claims, demands, judgments, costs,expenses (including reasonable attorneys’ fees), losses, and damages resultingfrom the Executive’s performance of his duties and obligations with the Company.  This provision is in addition to any otherrights of indemnification the Executive may have.

19.           **LIABILITY INSURANCE**.  The Company shall cover the Executive underdirectors and officers liability insurance both during and, while potentialliability exists, after the term of this Agreement in the same amount and tothe same extent as the Company covers its other officers and directors.

20.          **MISCELLANEOUS**.  No provision of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge isagreed to in writing and signed by the Executive and such officer or directoras may be designated by the Board.  Nowaiver by either party hereto at any time of any breach by the other partyhereto of, or compliance with, any condition or provision of this Agreement tobe performed by such other party shall be deemed a waiver of similar ordissimilar provisions or conditions at the same or at any prior or subsequenttime.  This Agreement together with allexhibits hereto sets forth the entire agreement of the parties hereto inrespect of the subject matter contained herein. No agreements or representations, oral or otherwise, express or implied,with respect to the subject matter hereof have been made by either party whichare not expressly set forth in this Agreement. The validity, interpretation, construction and performance of thisAgreement shall be governed by the 

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laws of the State of California without regard to itsconflicts of law principles. Notwithstanding the foregoing, the Company’s rights pursuant to anyconfidentiality, proprietary information, assignment of inventions or similaragreement shall survive and continue in effect.

21.          **PAYMENTOF COMPENSATION. **Notwithstandinganything in this Agreement or elsewhere to the contrary:

(a)           If payment or provision of any amountor other benefit that is “deferred compensation” subject to Section 409A of theCode at the time otherwise specified in this Agreement or elsewhere wouldsubject such amount or benefit to additional tax pursuant to Section409A(a)(1)(B) of the Code, and if payment or provision thereof at a later datewould avoid any such additional tax, then the payment or provision thereofshall be postponed to the earliest date on which such amount or benefit can bepaid or provided without incurring any such additional tax.  In the event that deferred payment isrequired in order to comply with Section 409A, such payment shall be accumulatedand paid in a single lump sum on such earliest date together with interest forthe period of delay, compounded annually, equal to the prime rate (as publishedin The Wall Street Journal), and in effect as of the date the payment shouldotherwise have been provided.

(b)           If any payment or benefit permittedor required under this Agreement, or otherwise, is reasonably determined byeither party to be subject for any reason to a material risk of additional taxpursuant to Section 409A(a)(1)(B) of the Code, including when final regulationsand issued thereunder, then the parties shall promptly agree in good faith onappropriate provisions to avoid such risk without materially changing theeconomic value of this Agreement to either party.

22.          **FULL SETTLEMENT**.  Except as set forth in this Agreement, theCompany’s obligation to make the payments provided for in this Agreement andotherwise to perform its obligations hereunder shall not be affected by anycircumstances, including without limitation, set-off, counterclaim, recoupment,defense or other claim, right or action which the Company may have against theExecutive or others, except to the extent any amounts are due the Company orits subsidiaries or affiliates pursuant to a judgment against the Executive.  In no event shall the Executive be obliged toseek other employment or take any other action by way of mitigation of theamounts payable to the Executive under any of the provisions of this Agreement,nor shall the amount of any payment hereunder be reduced by any compensationearned by the Executive as a result of employment by another employer, exceptas set forth in this Agreement.

23.          **REPRESENTATIONS**.  Except as otherwise disclosed to the Companyin writing, the Executive represents and warrants to the Company that theExecutive has the legal right to enter into this Agreement and to perform allof the obligations on the Executive’s part to be performed hereunder inaccordance with its terms and that the Executive is not a party to anyagreement or understanding, written or oral, which could prevent the Executivefrom entering into this Agreement or performing all of the Executive’sobligations hereunder.

24.          **WITHHOLDING**.  The Company may withhold from any and allamounts payable under this Agreement such federal, state and local taxes as maybe required to be withheld pursuant to any applicable law or regulation.

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25.          **NON-EXCLUSIVITYOF RIGHTS**.  Nothing in thisAgreement shall prevent or limit the Executive’s continuing or futureparticipation in any benefit, bonus, incentive or other plan or programprovided by the Company and for which the Executive may qualify, nor shallanything herein limit or otherwise affect such rights as the Executive may haveunder any restricted stock unit or other agreement with the Company or any ofits affiliated companies.  Except asotherwise provided herein, amounts and benefits which are vested benefits orwhich the Executive is otherwise entitled to receive under any plan, program,agreement or arrangement of the Company at or subsequent to the date oftermination shall be payable in accordance with such plan or program.

26.          **SURVIVAL**.  The respective obligations of, and benefitsafforded to, the Company and Executive that by their express terms or clearintent survive termination of Executive’s employment with the Company,including, without limitation, the provisions of Sections 8, 9, 10, 11, 12, 17,18, 19, 21, 22 and 24 of this Agreement, will survive termination of Executive’semployment with the Company, and will remain in full force and effect accordingto their terms.

27.          **AGREEMENTOF THE PARTIES**.  The languageused in this Agreement will be deemed to be the language chosen by the partieshereto to express their mutual intent, and no rule of strict construction willbe applied against any party hereto. Neither Executive nor the Company shall be entitled to any presumptionin connection with any determination made hereunder in connection with anyarbitration, judicial or administrative proceeding relating to or arising underthis Agreement.

**IN WITNESS WHEREOF**,the parties hereto have executed this Agreement as of the date first writtenabove.
|        | **GUESS?, INC.**     |
|--------|----------------------|
|   | ** **           |
|   | By:                  | /s/ Carlos  Alberini |
|   | Name:                | Carlos Alberini |
|   | Its:                 | President and  COO |
|   |                 |
|   |                 |
|   | **MAURICE MARCIANO** |
|   |                 |
|   |                 |
|   | /s/ Maurice Marciano |
|        |                      |  |  |  |

 

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**APPENDIX A**

**CONSULTING AGREEMENT**

**CONSULTING AGREEMENT** dated this   th day of             20    by and between Guess?,Inc. (the “Company”) and Maurice Marciano (“Marciano”).

WITNESSETH:

WHEREAS, Marciano serves as an executive Chairman ofthe Company’s Board of Directors (the “Board”);

WHEREAS, Marciano desires to retire from his positionas such an executive Chairman (the effective date of such retirement isreferred to as the “Retirement Date”) and to provide consulting services to theCompany as the Board may reasonably consider appropriate; and

WHEREAS, the parties desire to set forth theirrespective rights and obligations regarding Marciano’s consulting arrangement.

NOW, THEREFORE, in consideration of the covenants setforth herein and for other good and valuable consideration, the receipt andadequacy of which are hereby acknowledged, the parties, intending to be legallybound, agree as follows:

1.            ConsultingPeriod.  The Company agrees to retainMarciano as a consultant to provide the services described in Section 3 belowfrom the Retirement Date until the second anniversary of the Retirement Date(the “Consulting Period”), as provided in this Consulting Agreement.

2.            ConsultingServices.  Marciano shall providesuch consulting services to the Company as reasonably requested by the Boardfrom time to time.  These services mayinclude but are not limited to actively participating in major marketing orsales initiatives, performing any transition and integration services relatedto the Company’s business and cooperating with the Company regarding anylitigation initiated involving matters of which Marciano has particularknowledge.  Marciano agrees to beavailable up to seven days per month during the Consulting Period to performthe Consulting Services.  The ConsultingServices will be performed at such times as are reasonably requested by theCompany after reasonable consultation with Marciano.  Marciano shall provide these services in LosAngeles, California, provided that Marciano shall be required to travel forbusiness and client meetings as reasonably requested by the Company.

3.            Fees.  As compensation for the Consulting Services,the Company shall pay Marciano fifty percent of Marciano’s Base Salary as ofthe Retirement Date per annum during the Consulting Period.  Fees shall be paid monthly in arrears by the15th day of the following month.  ShouldMarciano die or becomedisabled during the Consulting Period, the Company shall make a lump sum cashpayment to Marciano (or, in the event of his death, to his estate) of an amountequal to the remaining payments owed through the end of the Consulting Period.

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Marciano shall not beentitled to participate, and shall not participate in any employeebenefit plan providing benefits to Company employees, whether presently inforce or adopted subsequent to this Consulting Agreement, with respect to hisConsulting Services.  Notwithstanding theforegoing, Marciano shall retain all compensation and benefits that continuepast his Retirement Date pursuant to the terms of his Employment Agreement withthe Company dated January 1, 2007 or otherwise. All reasonable and necessary business expenses incurred by Marciano inthe performance of the Consulting Services shall be promptly reimbursed by theCompany in accordance with the Company’s standard expense reimbursementpolicies applicable to independent contractors.

4.            Status.  Marciano acknowledges and agrees that hisstatus at all times during the Consulting Period shall be that of anindependent contractor.  Marciano herebywaives any rights to be treated as an employee or deemed employee of theCompany or any of its affiliates for any purpose following his termination ofemployment at the Retirement Date except as provided under his EmploymentAgreement.  The parties herebyacknowledge and agree that the compensation provided for in Section 4 shallrepresent fees for Consulting Services provided by Marciano as an independentcontractor, and shall be paid without any deductions or withholdings for taxes.

5.            Retained Property. During the Consulting Period, Marciano shall retain all property of theCompany in his possession, including, but not limited to, credit cards,security key cards, telephone cards, car service cards, computer software orhardware, Company identification cards, Company records and copies of records,correspondence and copies of correspondence and other books or manuals issuedby the Company.

6.            Assignability.  Marciano may not assign or transfer thisConsulting Agreement or any of Marciano’s rights, duties or obligationshereunder.  The Company may assign thisConsulting Agreement to any person or entity acquiring all or substantially allof the assets (by merger or otherwise) of the Company so long as such person,entity or affiliate assumes the Company’s obligations hereunder.

7.            EntireAgreement.  This Consulting Agreementconstitutes the full and complete understanding and agreement of the partieshereto with respect to engaging Marciano as a consultant to the Company.  This Consulting Agreement may not be changedor amended orally, but only by an agreement in writing signed by the partyagainst whom enforcement of any waiver, change, modification or discharge issought.

8.            Divisibility. If any one or more of the provisions of this Consulting Agreement or anyapplication thereof shall be invalid, illegal or unenforceable in any respect,the validity, legality or enforceability of the remaining provisions and otherapplication thereof shall not in any way be affected or impaired.

9.            ApplicableLaw.  This Consulting Agreement shall be governedby, and the rights and obligations of the parties determined in accordancewith, the laws of the State of California as in effect for contracts made andto be performed in the State of California.

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10.          Survival.  All of the Company’s obligations hereundershall survive the termination of this Consulting Agreement.

11.          Counterparts.  This Consulting Agreement may be executed in counterparts, each ofwhich shall be deemed an original, all of which shall together constitute oneand the same Consulting Agreement.

IN WITNESS WHEREOF, the undersigned have duly executedthis Consulting Agreement as of the day and year first above written.
|   |             |
|--------|------------------|
|   | MAURICE MARCIANO |
|   |             |
|   |             |
|   |             |   |
|   |             |   |
|   |             |   |
|   | COMPANY          |
|   |             |
|   |             |
|   | By:              |   |   |
|   |             |   |   |
|   | Its:             |   |   |

 

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**APPENDIXB**

**TAX GROSS-UP PAYMENT RULES ANDPROCEDURES**

1.            Subjectto Paragraph 3 below, all determinations required to be made under Section 9 ofthis Agreement, including whether a Gross-Up Payment is required and the amountof such Gross-Up Payment, shall be made by an accounting firm (the “AccountingFirm”) selected in accordance with Paragraph 2 below.  The Accounting Firm shall provide detailedsupporting calculations both to the Company and Executive within 15 businessdays of the event that results in the potential for an excise tax liability forthe Executive, which could include but is not limited to a Change in Controland the subsequent vesting of any cash payments or awards, or the Executive’stermination of employment, or such earlier time as is required by theCompany.  The initial Gross-Up Payment,if any, as determined pursuant to this Paragraph 1, shall be paid on theExecutive’s behalf to the applicable taxing authorities within five (5) days ofthe receipt of the Accounting Firm’s determination.  If the Accounting Firm determines that noExcise Tax is payable to the Executive, it shall furnish the Executive with awritten report indicating that he has substantial authority not to report anyExcise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Companyand Executive.  As a result of theuncertainty in the application of Section 4999 of the Code at the time of theinitial determination by the Accounting Firm hereunder, it is possible thatGross-Up Payments which will not have been made by the Company should have beenmade (“Underpayment”), consistent with the calculations required to be madehereunder.  In the event that the Companyexhausts its remedies pursuant to Paragraph 3 below and Executive thereafter isrequired to make a payment or additional payment of any Excise Tax, the AccountingFirm shall determine the amount of the Underpayment that has occurred and anysuch Underpayment, increased by all applicable interest and penaltiesassociated with the Underpayment, shall be promptly paid by the Company to orfor the benefit of Executive.  Forpurposes of determining the amount of the Gross-Up Payment, Executive shall bedeemed to pay federal income tax at the highest marginal rate of federal incometaxation in the calendar year in which the Gross-Up Payment is to be made andstate and local income taxes on earned income at the highest marginal rate oftaxation in the state and locality of Executive’s residence on the EffectiveDate of Termination, net of the maximum reduction in federal income taxes whichcould be obtained from deduction of such state and local taxes.

2.            TheAccounting Firm shall be a public accounting firm proposed by the Company andagreed upon by the Executive.  IfExecutive and the Company cannot agree on the firm to serve as the AccountingFirm within ten (10) days after the date on which the Company proposed toExecutive a public accounting firm to serve as Auditor, then Executive and theCompany shall each select one accounting firm and those two firms shall jointlyselect the accounting firm to serve as the Accounting Firm within ten (10) daysafter being requested by the Company and Executive to make such selection.  The Company shall pay the Auditor’s fee.

3.            Executiveshall notify the Company in writing of any claim by the Internal RevenueService that, if successful, would require the payment by the Company of theGross-Up Payment.  Such notificationshall be given as soon as practicable but no later than fifteen (15) businessdays after Executive knows of such claim and shall apprise the Company of thenature of such claim and the date on which such claim is requested to bepaid.  Executive shall not pay 

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such claim prior to the expiration of the periodending on the date that any payment of taxes with respect to such claim is dueor the thirty day period following the date on which Executive gives suchnotice to the Company, whichever period is shorter.  If the Company notifies Executive in writingprior to the expiration of such period that it desires to contest such claim,Executive shall (i) give the Company any information reasonably requested bythe Company relating to such claim, (ii) take such action in connection withcontesting such claim as the Company shall reasonably request in writing fromtime to time, including, without limitation, accepting legal representationwith respect to such claim by an attorney reasonably selected by the Company,(iii) cooperate with the Company in good faith in order effectively to contestsuch claim, and (iv)  permit the Companyto participate in any proceedings relating to such claim; provided, however,that the Company shall bear and pay directly all costs and expenses (includingattorneys fees and any additional interest and penalties) incurred inconnection with such contest and shall indemnify and hold Executive harmless,on an after-tax basis, for any Excise Tax or income tax, including interest andpenalties with respect thereto, imposed as a result of such representation andpayment of costs and expenses.  Withoutlimitation of the foregoing provisions of this Paragraph 3, the Company shallcontrol all proceedings taken in connection with such contest and, at its soleoption, may pursue or forego any and all administrative appeals, proceedings,hearings and conferences with the taxing authority in respect to such claim andmay, at its sole option, either direct Executive to pay the tax claimed and suefor a refund or contest the claim in any permissible manner, and Executiveagrees to prosecute such contest to a determination before any administrativetribunal, in a court of initial jurisdiction and in one or more appellatecourts, as the Company shall determine; provided, however, that if the Companydirects Executive to pay such claim and sue for a refund, the Company shalladvance the amount of such payment to Executive, on an interest-free basis andshall indemnify and hold Executive harmless, on an after-tax basis, from anyExcise Tax and income tax, including interest or penalties with respectthereto, imposed with respect to such advance or with respect to any imputedincome with respect to such advance; and further provided that any extension ofthe statute of limitations relating to payment of taxes for the taxable year ofExecutive with respect to which such contested amount is claimed to be due islimited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited toissues with respect to which a Gross-Up Payment would be payable hereunder andExecutive shall be entitled to settle or contest, as the case may be, any otherissue raised by the Internal Revenue Service or any other authority.

4.            If,after the receipt by Executive of an amount advanced by the Company pursuant toParagraph 3 above, Executive becomes entitled to receive any refund withrespect to such claim, Executive shall (subject to the Company’s complying withthe requirements of Paragraph 3), promptly pay to the Company the amount ofsuch refund (together with any interest paid or credited thereon after taxesapplicable thereto).

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