0000912463-20-000053 Sample Contracts

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”).

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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.

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.

GUESS?, INC. July 9, 2020
Guess • September 4th, 2020 • Guess Inc • Women's, misses', children's & infants' undergarments

As you know, you are party to an employment agreement with Guess?, Inc., a Delaware corporation (the “Company”), dated January 27, 2019 (the “Employment Agreement”), which was modified by a letter agreement between you and the Company dated March 30, 2020 that provided for a temporary reduction of your base salary (the “Letter Agreement”). Notwithstanding anything to the contrary in the Employment Agreement or the Letter Agreement, you and the Company have agreed that your threshold, target and stretch annual incentive bonus opportunities for the Company’s fiscal year ending January 30, 2021 (the “2021 Bonus”) will be $360,000, $720,000 and $1,080,000, respectively. You have further agreed that the Company may pay all or any portion of any 2021 Bonus that you earn in fully vested shares of the Company’s common stock instead of cash. In those circumstances, the number of shares that you will receive for the portion of your 2021 Bonus to be paid in Company common stock will be determined

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • September 4th, 2020 • Guess Inc • Women's, misses', children's & infants' undergarments • Delaware

This RESTRICTED STOCK UNIT 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 Paul Marciano (the “Grantee”).

GUESS?, INC. July 9, 2020
Guess Inc • September 4th, 2020 • Women's, misses', children's & infants' undergarments

As you know, you are party to an offer letter with Guess?, Inc., a Delaware corporation (the “Company”), dated October 23, 2019 (the “Offer Letter”), which was modified by a letter agreement between you and the Company dated March 30, 2020 that provided for a temporary reduction of your base salary (the “Letter Agreement”). Notwithstanding anything to the contrary in the Offer Letter or the Letter Agreement, you and the Company have agreed that your threshold, target and stretch annual incentive bonus opportunities for the Company’s fiscal year ending January 30, 2021 (the “2021 Bonus”) will be $144,375, $288,750, and $433,125, respectively. You have further agreed that the Company may pay all or any portion of any 2021 Bonus that you earn in fully vested shares of the Company’s common stock instead of cash. In those circumstances, the number of shares that you will receive for the portion of your 2021 Bonus to be paid in Company common stock will be determined by dividing (x) such por

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