EXHIBIT 10.37 CONSULTING AGREEMENT -------------------- This Consulting Agreement (the "Agreement") is made and entered into as of April ___, 1998 by and between Maxwell Shoe Company Inc., a Delaware corporation (the "Company"), and Maxwell V. Blum...Consulting Agreement • April 20th, 1998 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Massachusetts
EXHIBIT 99.1 RIGHTS AGREEMENT dated as of November 2, 1998 by and between MAXWELL SHOE COMPANY INC.Rights Agreement • November 12th, 1998 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Delaware
EXHIBIT 10.4 SERVICES AGREEMENTServices Agreement • May 5th, 1997 • Maxwell Shoe Co Inc • Footwear, (no rubber) • New York
BACKGROUND ----------License Agreement • January 29th, 1998 • Maxwell Shoe Co Inc • Footwear, (no rubber)
This Amendment No. 1 (the "Amendment") to the Rights Agreement (the ----------- "Rights Agreement") dated November 2, 1998 is made and entered into this 6th day ------------------ of December, 2001 by and between MAXWELL SHOE COMPANY INC., a Delaware...Rights Agreement • January 29th, 2002 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Delaware
OPERATING AGREEMENT OF SLJ RETAIL LLC APRIL 14, 1997Operating Agreement • May 5th, 1997 • Maxwell Shoe Co Inc • Footwear, (no rubber) • New York
BY AND AMONGContribution Agreement • May 5th, 1997 • Maxwell Shoe Co Inc • Footwear, (no rubber) • New York
G. Maxwell and the Holders are party to a Registration Rights Agreement dated as of May 18, 1994 (the "Holders' Registration Rights Agreement"), -------------------------------------- granting certain registration rights to the Holders with respect to...Registration Rights Agreement • May 5th, 1997 • Maxwell Shoe Co Inc • Footwear, (no rubber) • New York
Exhibit 10.35 EMPLOYMENT AGREEMENT --------------------- This agreement (the "Agreement") is made as of August 30, 2000 (the "Effective Date"), by and between Mark J. Cocozza (the "Employee") and Maxwell Shoe Company Inc., a Delaware corporation (the...Employment Agreement • January 29th, 2001 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Massachusetts
The purpose of this letter is to set forth our mutual understanding concerning a discretionary demand credit facility to be established in favor of Maxwell Shoe Company Inc., a Delaware corporation (the "Borrower"), by -------- BankBoston, N.A. (the...Maxwell Shoe Co Inc • January 26th, 1999 • Footwear, (no rubber)
EXHIBIT 10.36 EMPLOYMENT AGREEMENT -------------------- This agreement (the "Agreement") is made as of August 30, 2000 (the "Effective Date"), by and between James J. Tinagero (the "Employee") and Maxwell Shoe Company Inc., a Delaware corporation (the...Employment Agreement • January 29th, 2001 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Massachusetts
EXHIBIT 10.33 THIRD AMENDMENT TO LICENSE AGREEMENT ------------------------------------License Agreement • March 18th, 1998 • Maxwell Shoe Co Inc • Footwear, (no rubber)
EXHIBIT 1 5,344,167 SHARES MAXWELL SHOE COMPANY INC. CLASS A COMMON STOCK UNDERWRITING AGREEMENTMaxwell Shoe Co Inc • April 20th, 1998 • Footwear, (no rubber) • New York
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1 (f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13G)...Joint Filing Agreement • June 5th, 2002 • Maxwell Shoe Co Inc • Footwear, (no rubber)
Exhibit 10.19 LOAN MODIFICATION AGREEMENT This Loan Modification Agreement is made this 30th day of April, 2001 by and between FLEET NATIONAL BANK, a national banking association organized and existing under the laws of the United States of America...Loan Modification Agreement • January 29th, 2002 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Massachusetts
Exhibit 10.7 SOLOW MANAGEMENT CORPORATION NINE WEST FIFTY-SEVENTH STREET, NEW YORK, N.Y. 10019 PLAZA 1-1100 July 21, 1992 Mr. Michael Lichtenstein Executive Vice President North Pearl Street Shoes, Inc. 4 West 58th Street New York, New York 10019 Re:...Lease • January 29th, 2002 • Maxwell Shoe Co Inc • Footwear, (no rubber) • New York
RECITALS --------Option Agreement • May 5th, 1997 • Maxwell Shoe Co Inc • Footwear, (no rubber) • New York
HIGHLAND SPRAGUE ASSOCIATES LIMITED PARTNERSHIP ----------------------------------------------- STANDARD FORM ------------- INDUSTRIAL BUILDING LEASE ------------------------- (Multi-Tenant)Maxwell Shoe Co Inc • January 29th, 2002 • Footwear, (no rubber) • Massachusetts
L E A S E ---------Maxwell Shoe Co Inc • January 29th, 1998 • Footwear, (no rubber)
EXHIBIT A SUBLEASEMaxwell Shoe Co Inc • January 29th, 1998 • Footwear, (no rubber) • Massachusetts
AMONGAsset Purchase Agreement • November 13th, 2000 • Maxwell Shoe Co Inc • Footwear, (no rubber) • New York
The purpose of this letter is to set forth our mutual understanding concerning a discretionary demand credit facility to be established in favor of Maxwell Shoe Company Inc., a Delaware corporation (the "BORROWER"), by -------- BankBoston, N.A. (the...Maxwell Shoe Co Inc • September 10th, 1998 • Footwear, (no rubber)
ARTICLE IConformed Copy • June 14th, 1999 • Maxwell Shoe Co Inc • Footwear, (no rubber) • New York
EXHIBIT 99.3 CHANGE OF CONTROL SEVERANCE AGREEMENT ------------------------------------- This Change of Control Severance Agreement is entered into this 8th day of April, 1999 between Maxwell Shoe Company Inc., a Delaware corporation (the "Company"),...Change of Control Severance Agreement • June 14th, 1999 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Massachusetts
EXHIBIT 10.22 LICENSE AGREEMENT ----------------- THIS AGREEMENT made this 8th day of January, 1997 by and among Maxwell Shoe Company Inc., a Delaware corporation ("Maxwell Shoe Company") and Sprague Company, a Delaware corporation and a wholly-owned...License Agreement • January 28th, 1997 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Delaware
W I T N E S S E T H:Trademark Sublicense Agreement • March 18th, 1998 • Maxwell Shoe Co Inc • Footwear, (no rubber)
Exhibit 10.36 EMPLOYMENT AGREEMENT -------------------- This agreement (the "Agreement") is made as of the ___ day of April, 1998 (the "Effective Date"), by and between James J. Tinagero (the "Employee") and Maxwell Shoe Company Inc., a Delaware...Employee Nonqualified Stock Option Agreement • April 20th, 1998 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Massachusetts
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2004 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Massachusetts
This Amendment (the “Amendment”), dated as of March 26, 2004, to that certain Employment Agreement, dated as of August 31, 2003 (the “Agreement”), is by and between Maxwell Shoe Company Inc., a Delaware corporation (the “Company”), and James J. Tinagero (the “Employee”). Initially capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
RECITALS --------Non-Compete Agreement • May 5th, 1997 • Maxwell Shoe Co Inc • Footwear, (no rubber) • New York
2. Consideration to be Paid by Buyer. The purchase price for the --------------------------------- Trademarks shall be $5.5 million cash (the "Purchase Price"). Buyer agrees to pay: (i) on or before July 8, 1996 the amount of $200,000 (the "Initial...Non-Competition Agreement • January 28th, 1997 • Maxwell Shoe Co Inc • Footwear, (no rubber) • New York
EXHIBIT 99.1 AGREEMENT TO AMEND EMPLOYMENT AGREEMENT --------------------------------------- This Agreement to amend Employment Agreement is made as of the 8th day of April 1999 (the "Effective Date"), by and between Mark J. Cocozza (the "Employee")...Amend Employment Agreement • June 14th, 1999 • Maxwell Shoe Co Inc • Footwear, (no rubber)
EMPLOYMENT AGREEMENTEmployment Agreement • June 12th, 2003 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Massachusetts
This agreement (the “Agreement”) is made as of August 31, 2003 (the “Effective Date”), by and between James J. Tinagero (the “Employee”) and Maxwell Shoe Company Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 2 TO CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • January 22nd, 2004 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Massachusetts
This Amendment (the “Amendment”), dated as of April 8, 2003, to that certain Change of Control Severance Agreement, dated as of April 8, 1999 (the “Agreement”), as amended as of April 3, 2001, is by and between Maxwell Shoe Company Inc., a Delaware corporation (the “Company”), and Richard J. Bakos (the “Employee”). Initially capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENT -------------------------------------Change of Control Severance Agreement • June 11th, 2001 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Massachusetts
AGREEMENT AND PLAN OF MERGER Dated as of June 18, 2004 Among JONES APPAREL GROUP, INC., MSC ACQUISITION CORP. And MAXWELL SHOE COMPANY INC.Agreement and Plan of Merger • June 21st, 2004 • Maxwell Shoe Co Inc • Footwear, (no rubber) • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 18, 2004, among Jones Apparel Group, Inc., a Pennsylvania corporation (“Parent”), MSC Acquisition Corp., a New York corporation and an indirect wholly owned subsidiary of Parent (“Sub”), and Maxwell Shoe Company Inc., a Delaware corporation (the “Company”).
