Guess Inc Sample Contracts

among GUESS?, INC., as Borrower,
Credit Agreement • March 30th, 2000 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • New York
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TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • November 12th, 1998 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • Massachusetts
FIRST AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT
Shareholders' Agreement • May 14th, 1997 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • Delaware
AMENDED AND RESTATED JOINT FILING AGREEMENT
Joint Filing Agreement • March 24th, 2003 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock, $0.01 par value, of Guess?, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such statement.

SECOND AMENDMENT AND CONSENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
Security Agreement • August 12th, 1998 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • Massachusetts
SUBSCRIPTION AGREEMENT ________________________________________ BY AND AMONG STRANDEL INC. GUESS?, INC.
Subscription Agreement • March 30th, 2000 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • Quebec
UNDERWRITING AGREEMENT
Underwriting Agreement • April 27th, 2000 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • New York
EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G, dated February 14, 1997 (the "Schedule 13G"), with respect to the common stock, par value $.01 per shares, of Guess ?, Inc., is, and any amendments...
Joint Filing Agreement • February 18th, 1998 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments

The undersigned hereby agree that the Statement on Schedule 13G, dated February 14, 1997 (the "Schedule 13G"), with respect to the common stock, par value $.01 per shares, of Guess ?, Inc., is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13G and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitutes one and the same instrument.

Exhibit 5 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D (including...
Joint Filing Agreement • December 17th, 1997 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, $.10 par value per share, of Nantucket Industries, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(f)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

GUESS?, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 26, 2019 2.00% Convertible Senior Notes due 2024
Indenture • April 29th, 2019 • Guess Inc • Women's, misses', children's & infants' undergarments • New York

INDENTURE, dated as of April 26, 2019, between Guess?, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).

GUESS?, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 17, 2023 3.75% Convertible Senior Notes due 2028
Indenture • April 18th, 2023 • Guess Inc • Women's, misses', children's & infants' undergarments • New York

INDENTURE, dated as of April 17, 2023, between Guess?, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

PERFORMANCE SHARE AWARD AGREEMENT (Revenue (Excluding Americas Retail)/Earnings from Operations)
Performance Share Award Agreement • September 6th, 2018 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware

This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of June 25, 2018 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and [Paul Marciano / Victor Herrero] (the “Grantee”).

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 31st, 2009 • Guess Inc • Women's, misses', children's & infants' undergarments • California

This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), made as of December 18, 2008 between Guess?, Inc., a Delaware corporation (the “Company”), and Paul Marciano (the “Executive”).

PERFORMANCE SHARE AWARD AGREEMENT (TSR)
Performance Share Award Agreement • September 4th, 2020 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware

This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of June 29, 2020 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and [Carlos Alberini / Kathryn Anderson] (the “Grantee”).

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • June 2nd, 2023 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of May 12, 2023 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and Paul Marciano (the “Grantee”).

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RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • June 2nd, 2017 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of April 28, 2017 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and [Paul Marciano / Victor Herrero] (the “Grantee”).

GUESS?, INC.
Nonqualified Stock Option Agreement • September 4th, 2020 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated June 11, 2020 by and between Guess?, Inc., a Delaware corporation (the “Company”), and Kathryn Anderson (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Company to the Grantee as to the number of shares of the Company’s Common Stock first set forth below.

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and among CONGRESS FINANCIAL CORPORATION (WESTERN) as Lender and WACHOVIA SECURITIES, INC. as the Arranger and Administrative Agent and GUESS ?, INC., GUESS ? RETAIL, INC. and GUESS.COM, INC. as...
Loan and Security Agreement • March 27th, 2003 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • California

This Amended and Restated Loan and Security Agreement dated December 20, 2002 is entered into by and among CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation ("Lender"), WACHOVIA SECURITIES, INC., a Delaware corporation (as the "Arranger and Administrative Agent"), and GUESS ?, INC., a Delaware corporation, GUESS? RETAIL, INC., a Delaware corporation, and GUESS.COM, INC., a Delaware corporation, jointly and severally as co-Borrowers (each a "Borrower" and collectively, the "Borrowers").

PERFORMANCE SHARE AWARD AGREEMENT (TSR)
Performance Share Award Agreement • June 2nd, 2023 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware

This PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), dated as of [__________], 2023 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and [Carlos Alberini / Markus Neubrand / Fabrice Benarouche] (the “Grantee”).

AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT Dated as of December 20, 2022 GUESS?, INC., GUESS? RETAIL, INC., and GUESS.COM, INC. as U.S. Borrowers, GUESS? CANADA CORPORATION, as Canadian Borrower and VARIOUS GUARANTORS PARTY HERETO BANK...
Loan, Guaranty and Security Agreement • December 22nd, 2022 • Guess Inc • Women's, misses', children's & infants' undergarments • New York

THIS AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT is dated as of December 20, 2022 by and among GUESS?, INC., a Delaware corporation (“Parent”), GUESS? RETAIL, INC., a Delaware corporation (“Retail”), GUESS.COM, INC., a Delaware corporation (“Com”; and together with Parent, Retail and any party that joins this Agreement as a “U.S. Borrower” pursuant to Section 10.1.9(a), each a “U.S. Borrower” and collectively, the “U.S. Borrowers”), GUESS? CANADA CORPORATION, a company amalgamated under the laws of the province of Nova Scotia, Canada (“Guess Canada”; together with each party that joins this Agreement as a “Canadian Borrower” pursuant to Section 10.1.9(a), each a “Canadian Borrower” and collectively, the “Canadian Borrowers”; and together with U.S. Borrowers, each a “Borrower” and collectively, the “Borrowers”), Parent and certain Subsidiaries of Parent party to this Agreement as guarantor (each, a “Guarantor” and collectively, the “Guarantors”), the financial institution

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 11th, 2007 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware

This RESTRICTED STOCK AGREEMENT (the “Agreement”), dated as of August 6, 2007 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and Carlos Alberini (the “Grantee”).

Sales Plan
Guess Inc Et Al/Ca/ • July 8th, 2004 • Women's, misses', children's & infants' undergarments • New York
GUESS ?, INC.
Revolving Credit Agreement • March 31st, 1997 • Guess Inc Et Al/Ca/ • Women's, misses', children's & infants' undergarments • Massachusetts
RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • June 2nd, 2023 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), dated as of [__________], 2023 (the “Date of Grant”), is entered into by and between GUESS?, INC., a Delaware corporation (the “Company”), and [Carlos Alberini / Markus Neubrand / Fabrice Benarouche] (the “Grantee”).

GUESS?, INC.
Nonqualified Stock Option Agreement • September 4th, 2020 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated June 11, 2020 by and between Guess?, Inc., a Delaware corporation (the “Company”), and Carlos Alberini (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Company to the Grantee as to the number of shares of the Company’s Common Stock first set forth below.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 9th, 2013 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware
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