Periscope Sportswear Inc Sample Contracts

Periscope Sportswear Inc – TERM LOAN AGREEMENT (August 10th, 1998)

EXHIBIT 10.7 TERM LOAN AGREEMENT This TERM LOAN AGREEMENT is made as of the 15th day of May, 1996, by and between PERISCOPE I SPORTSWEAR, INC. (the "Borrower"), a New York corporation with its principal executive offices at 1407 Broadway, Suite 620, New York, New York 10018 and THE FIRST NATIONAL BANK OF BOSTON (the "Lender"). (S)1. DEFINITIONS AND RULES OF INTERPRETATION. --------------------------------------- (S)1.1 Definitions. The following terms shall have the meanings set forth -------------- in this (S)1 or elsewhere in the provisions of this Agreement referred to below: Agreement. This Term Loan Agreement, including the Schedules and Exhibits ---------- --------- -------- heret

Periscope Sportswear Inc – SECURITITES PURCHASE AGREEMENT (August 10th, 1998)

EXHIBIT 10.8 SECURITITES PURCHASE AGREEMENT PERISCOPE I SPORTSWEAR, INC. 1407 Broadway, Suite 620 New York. New York 10018 Glenn Sands C/o Periscope I Sportswear, Inc. 1407 Broadway, Suite 620. New York, New York 10018 May 17. 1996 BancBoston Ventures Inc. 100 Federal Street Boston, Massachusetts 02110 Ladies and Gentlemen: Each of the undersigned, Periscope I Sportswear, Inc., a New York corporation (the "Company") and Glenn Sands ("Sands"), hereby agrees with you as ---------- ---------- follows: 1. DEFINITIONS.

Periscope Sportswear Inc – LEASE (August 10th, 1998)

EXHIBIT 10.6 HARTZ MOUNTAIN INDUSTRIES, INC. Landlord and PERISCOPE SPORTSWEAR, INC Tenant ____________________________________ LEASE ___________________________________ PREMISES: 91ST STREET SPEC. NORTH BERGEN, NEW JERSEY TABLE OF CONTENTS Article Page ------- ---- 1. Defini

Periscope Sportswear Inc – EMPLOYMENT AGREEMENT (August 10th, 1998)

EXHIBIT 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of January 1, 1998 between GLENN SANDS (the "Executive") and PERISCOPE SPORTSWEAR, INC., a Delaware corporation (the "Company"). 1. Term of Agreement. Subject to the terms and conditions hereof, the ------------------ term of employment of the Executive under this Employment Agreement shall be for the period commencing on January 1, 1998 (the "Commencement Date") and terminating on December 31, 2000, unless sooner terminated as provided in accordance with the provisions of Section 6 hereof. (Such term of employment is herein sometimes called the "Employment Term".) 2. Employment. As of the Commencement Date, the Company hereby agrees to ----------- employ the Executi

Periscope Sportswear Inc – EMPLOYMENT AGREEMENT (August 10th, 1998)

EXHIBIT 10.3 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of July 1, 1998 between SCOTT PIANIN (the "Executive") and PERISCOPE SPORTSWEAR, INC., a Delaware corporation (the "Company"). 1. Term of Agreement. Subject to the terms and conditions hereof, the ------------------ term of employment of the Executive under this Employment Agreement shall be for the period commencing on July 1, 1998 (the "Commencement Date") and terminating on June 30, 2001, unless sooner terminated as provided in accordance with the provisions of Section 6 hereof or extended in accordance with the provisions of Section 6 hereof. (Such term of employment is herein sometimes called the "Employment Term". 2. Employment. As of the Commencement Date, the Company hereby agrees to -----------

Periscope Sportswear Inc – UNDERWRITING AGREEMENT (August 10th, 1998)

EXHIBIT 1.1 3,195,200 Shares (Subject to increase of up to 479,280 additional shares in the event of an oversubscription) PERISCOPE SPORTWEAR, INC. (A DELAWARE CORPORATION) Common Stock (par value $0.001 per share) UNDERWRITING AGREEMENT ____________ ___, 1998 Sutro & Co. Incorporated L.H. Friend, Weinress, Frankson & Presson, Inc. Scott & Stringfellow, Inc. As Representatives of the several Underwriters c/o Sutro & Co. Incorporated 11150 Santa Monica Boulevard, Suite 1500 Los Angeles, California 90025 Ladies and Gentlemen: Periscope Sportswear, Inc. , a Delaware corporation (the "Company"), and the selling stockholders named on Sche

Periscope Sportswear Inc – LEASE dated February 14, 1997 between GETTINGER ASSOCIATES, (August 10th, 1998)

EXHIBIT 10.5 LEASE dated February 14, 1997 between GETTINGER ASSOCIATES, a limited partnership, hereinafter referred to as "Landlord" and PERISCOPE I SPORTSWEAR, LLC., a New Jersey Corporation, having its principal place of business at 2075 91st Street, North Bergen, New Jersey 07047, hereinafter jointly, severally and collectively referred to as "Tenant." WITNESSETH: The Landlord does hereby lease to Tenant, and Tenant does hereby take from Landlord the space(s) designated as Unit "620" on the 6th floor and Unit "1025" on the l0th floor, substantially as outlined in red on the plan(s) attached hereto, on the sixth & tenth floor of the building known as 1407 BROADWAY, hereinafter referred to as "the building" in the Borough of Manhattan, City, County and State of New York, which space, together with all the fixtures and improvements which, at the commencement of or during the term, are thereto attac

Periscope Sportswear Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (August 10th, 1998)

EXHIBIT 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AGREEMENT, made as of this 1st day of May, 1998 by and between Periscope Sportswear, Inc., a Delaware corporation, having a principal place of business at 1407 Broadway, Suite 620, New York, New York 10018 (hereinafter "Periscope") and Raymond Kuslansky having a principal place of residence at 2 Rene Drive, Marlboro, New Jersey 07746 (hereinafter "Employee") . WITNESSETH ---------- WHEREAS, Periscope is a corporation primarily involved in the design, manufacture and sale of women's garments; and WHEREAS, Periscope has employed Employee in various executive capacities; WHEREAS, the parties hereto are desirous of entering into an agreement for Employee's continued e

Periscope Sportswear Inc – 1998 STOCK OPTION PLAN (June 9th, 1998)

EXHIBIT 10.1 PERISCOPE SPORTSWEAR, INC. 1998 STOCK OPTION PLAN 1. PURPOSES. The purposes of this Stock Option Plan are to attract and retain qualified personnel for positions of substantial responsibility, to provide additional incentive to the Employees of the Company or its Subsidiaries, if any (as defined in Section 2 below), as well as other individuals who perform services for the Company or its Subsidiaries, and to promote the success of the Company's business. Options granted hereunder may be either "incentive stock options", as defined in Section 422 of the Internal Revenue Code of 1986, as amended, or "non-qualified stock options", at the discretion of the Board and as reflected in the terms of the written instrument evidencing an Option. 2. DEFINITIONS. As used herein, the following definitions shall apply: (a) "BOARD" shall mean t

Periscope Sportswear Inc – CERTIFICATE OF INCORPORATION (June 9th, 1998)

EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF PERISCOPE SPORTSWEAR, INC. The undersigned, being a natural person, solely for the purpose of organizing a corporation under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the "General Corporation Law of the State of Delaware"), hereby certifies that: FIRST: The name of the corporation is Periscope Sportswear, Inc. ----- (hereinafter called the "Corporation"). SECOND: The address of the registered office of the Corporation in the ------