MAINTENANCE, PREPARATION FOR SALE,
FORECLOSURE, SALE, LEASE, EXCHANGE OR OTHER DISPOSITION OR RELEASE OF ANY
COLLATERAL OR THE EXERCISE OF ANY RIGHTS OR REMEDIES PROVIDED IN THIS AGREEMENT,
WHICH APPOINTMENT AS ATTORNEY IS COUPLED WITH AN INTEREST.
19.
UPON INDEFEASIBLE REPAYMENT IN FULL IN CASH OF THE SECURED
OBLIGATIONS, PLEDGEE WILL PROMPTLY, AT PLEDGOR'S EXPENSE, DELIVER ALL OF THE
COLLATERAL TO PLEDGOR ALONG WITH ALL INSTRUMENTS OF ASSIGNMENT EXECUTED IN
CONNECTION THEREWITH, AND EXECUTE AND DELIVER TO PLEDGOR SUCH DOCUMENTS AS
PLEDGOR SHALL REASONABLY REQUEST TO EVIDENCE ASSIGNOR'S RELEASE OF PLEDGEE'S
SECURITY INTEREST HEREUNDER.
20.
CHOICE OF LAW.
THIS AGREEMENT IS BEING EXECUTED AND DELIVERED,
AND IS INTENDED TO BE PERFORMED IN THE STATE OF TEXAS.
EXCEPT TO THE EXTENT
THAT THE LAWS OF THE UNITED STATES MAY APPLY TO THE TERMS HEREOF, THE
SUBSTANTIVE LAWS OF THE STATE OF TEXAS SHALL GOVERN THE VALIDITY, CONSTRUCTION,
ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT.
IN THE EVENT OF A DISPUTE
INVOLVING THIS AGREEMENT OR ANY OTHER INSTRUMENTS EXECUTED IN CONNECTION
HEREWITH, THE
UNDERSIGNED IRREVOCABLY AGREES THAT VENUE FOR SUCH DISPUTE SHALL LIE IN ANY
COURT OF COMPETENT JURISDICTION IN DALLAS COUNTY, TEXAS TO THE EXTENT SUCH
DISPUTE IS NOT RESOLVED BY BINDING ARBITRATION PURSUANT TO PLEDGEE'S CURRENT
ARBITRATION PROGRAM DESCRIBED IN SECTION 22 BELOW.
21.
LOAN AGREEMENT.
THIS AGREEMENT IS EXECUTED IN CONNECTION WITH THE
LOAN AGREEMENT AND PLEDGEE IS ENTITLED TO ALL THE BENEFITS PROVIDED THEREIN AND
IN THE OTHER AGREEMENTS, DOCUMENTS, INSTRUMENTS AND CERTIFICATES ENTERED INTO IN
CONNECTION WITH THE LOAN AGREEMENT.
22.
AGREEMENT FOR BINDING ARBITRATION.
THE PARTIES AGREE TO BE BOUND
BY THE TERMS AND PROVISIONS OF PLEDGEE'S CURRENT ARBITRATION PROGRAM WHICH IS
INCORPORATED BY REFERENCE HEREIN AND IS ACKNOWLEDGED AS RECEIVED BY THE PARTIES
PURSUANT TO WHICH ANY AND ALL DISPUTES SHALL BE RESOLVED BY MANDATORY BINDING
ARBITRATION UPON THE REQUEST OF ANY PARTY.
23.
AMENDMENT AND RESTATEMENT.
THIS AGREEMENT IS GIVEN IN RENEWAL,
EXTENSION, MODIFICATION AND AMENDMENT (AND NOT IN EXTINGUISHMENT OR NOVATION OF
THAT CERTAIN STOCK PLEDGE AGREEMENT DATED SEPTEMBER 23, 2004, BY AND BETWEEN
PLEDGOR AND PLEDGEE (THE "ORIGINAL STOCK PLEDGE AGREEMENT").
24.
RATIFICATION OF COLLATERAL.
THE SECURITY INTERESTS AND LIENS IN
THE COLLATERAL GRANTED TO PLEDGEE BY PLEDGOR HEREUNDER ARE GIVEN IN RENEWAL,
EXTENSION AND MODIFICATION OF THE SECURITY INTERESTS AND LIENS PREVIOUSLY
GRANTED TO PLEDGEE BY PLEDGOR IN THE ORIGINAL STOCK PLEDGE AGREEMENT.
SUCH
PRIOR SECURITY INTERESTS AND LIENS ARE NOT EXTINGUISHED HEREBY, AND THE MAKING,
PERFECTION AND PRIORITY OF SUCH PRIOR SECURITY INTERESTS SHALL CONTINUE IN FULL
FORCE AND EFFECT.
IN WITNESS WHEREOF, Pledgor and Pledgee have executed this Agreement as of the
date first above written.
PLEDGOR:
FOSSIL, INC.
By:
/s/ Randy S. Kercho
Randy S. Kercho, Executive Vice President
PLEDGEE:
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By:
/s/ Susan K. Nugent
Susan K. Nugent, Vice President
SCHEDULE I