Maxwell Shoe Co Inc Sample Contracts

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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 AGREEMENT
Services 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)
OPERATING AGREEMENT OF SLJ RETAIL LLC APRIL 14, 1997
Operating Agreement • May 5th, 1997 • Maxwell Shoe Co Inc • Footwear, (no rubber) • New York
BY AND AMONG
Contribution Agreement • May 5th, 1997 • Maxwell Shoe Co Inc • Footwear, (no rubber) • New York
EXHIBIT 1 5,344,167 SHARES MAXWELL SHOE COMPANY INC. CLASS A COMMON STOCK UNDERWRITING AGREEMENT
Maxwell Shoe Co Inc • April 20th, 1998 • Footwear, (no rubber) • New York
EXHIBIT 10.33 THIRD AMENDMENT TO LICENSE AGREEMENT ------------------------------------
License Agreement • March 18th, 1998 • Maxwell Shoe Co Inc • Footwear, (no rubber)
RECITALS --------
Option Agreement • May 5th, 1997 • Maxwell Shoe Co Inc • Footwear, (no rubber) • New York
AMONG
Asset Purchase Agreement • November 13th, 2000 • Maxwell Shoe Co Inc • Footwear, (no rubber) • New York
ARTICLE I
Conformed Copy • June 14th, 1999 • Maxwell Shoe Co Inc • Footwear, (no rubber) • New York
EXHIBIT A SUBLEASE
Maxwell Shoe Co Inc • January 29th, 1998 • Footwear, (no rubber) • Massachusetts
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W I T N E S S E T H:
Trademark Sublicense Agreement • March 18th, 1998 • Maxwell Shoe Co Inc • Footwear, (no rubber)
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment 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
EMPLOYMENT AGREEMENT
Employment 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 AGREEMENT
Change 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”).

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