THIS AGREEMENT is entered into as of the 8th day of May, 1998, by and
among Silas K.F. Chou, Lawrence S. Stroll (each, an 'Executive' and together,
the 'Executives') and Tommy Hilfiger Corporation (the 'Company').
WHEREAS, the Company, Tommy Hilfiger U.S.A., Inc. ('TH USA'), Tommy
Hilfiger (Eastern Hemisphere) Limited ('THEH') and Pepe Jeans London Corporation
('PJLC') have entered into a Stock Purchase Agreement (the 'Stock Purchase
Agreement'), dated as of January 31, 1998, pursuant to which TH USA will
purchase from PJLC all of the outstanding capital stock of Pepe Jeans USA, Inc.
('Pepe USA') and THEH will purchase from PJLC all of the outstanding capital
stock of TJ Far East Limited (collectively, the 'Acquisition'); and
WHEREAS, each of the Executives has an indirect beneficial ownership
interest in PJLC; and
WHEREAS, it is a condition to the Company's obligation to consummate
the Acquisition that the Executives enter into this Agreement.
NOW, THEREFORE, in consideration of the Company's performance under
the Stock Purchase Agreement, the mutual promises and agreements hereinafter set
forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
1. Term of Agreement. The term of this Agreement shall begin on the
date hereof and shall end on May 8, 2002 (the 'Non-Competition Period').
2. Non-Competition. During the Non-Competition Period, each of the
Executives agrees that, without the consent of the disinterested directors of
the Company, he will not become an officer, director, employee, consultant,
partner or investor (other than as a passive investor in less than 5% of the
outstanding capital stock of a publicly-traded corporation) in any entity that
is, or is intended to become, a direct and substantial competitor in the United
States or Canada of the businesses engaged in by Pepe USA prior to the date
hereof, other than passive investments in an entity in which the annual revenues
for the most recently completed fiscal year relating to the business of such
entity that competes with Pepe USA are less than 20% of such entity's total
revenues for such fiscal year.
3. Violation. Each Executive acknowledges that he has carefully read
and considered the terms of this Agreement and knows them to have been essential
to induce the Company to consummate the Stock Purchase Agreement and that
remedies at law will not be sufficient in the event of any breach of the
provisions contained herein. Therefore, in the event of a breach of this
Agreement, the Company shall be entitled, in addition to any other remedy at law
or in equity to which it may be fully entitled, to equitable relief against such
Executive, including, without limitation, an injunction to restrain such
Executive from such breach or threatened breach and to compel compliance with
this Agreement in protecting or enforcing its
rights and remedies and enforcement of specific performance by such Executive of
this Agreement. Each Executive agrees to waive any requirement for the posting
of any bond in connection with such injunction or equitable relief.
4. Modification. The parties further agree and acknowledge that the
duration, scope and geographic area of the covenant not to compete described in
Sections 1 and 2 are fair, reasonable and necessary in order to protect the
future operations and profitability of the Company and other legitimate
interests of the Company, that adequate consideration has been received by the
Executive for such obligations, and that these obligations do not prevent the
Executive from earning a livelihood. If, however, for any reason any court
determines that the restrictions in Sections 1 and 2 are not reasonable, that
consideration is inadequate or that the Executive has been prevented unlawfully
from earning a livelihood, such restrictions shall be interpreted, modified or
rewritten to include as much of the duration, scope and geographic area
identified in Sections 1 and 2 as will render such restrictions valid and
5. Notices. All notices hereunder, to be effective, shall be in
writing and shall be deemed delivered when delivered by hand, upon confirmation
of receipt by telecopy or three (3) days after mailing by first-class, certified
mail, postage and fees prepaid, as follows:
(a) For notices and communications to the Company:
Tommy Hilfiger Corporation
c/o Tommy Hilfiger U.S.A., Inc.
25 West 39th Street
New York, NY 10018
Attn: Joel J. Horowitz
Telecopier No.: (212) 548-1818
(b) For notices and communications to Mr. Chou:
c/o Novel Enterprises Limited
12/F, Novel Industrial Building
850-870 Lai Chi Kok Road
Cheung Sha Wan, Kowloon
Telecopier No.: 852-2370-1305
(c) For notices and communications to Mr. Stroll:
c/o Tommy Hilfiger Canada Inc.
7077, avenue du Parc, Suite 502
Montreal, Quebec, Canada H3N 1X7
Telecopier No.: 514-278-6184
By notice complying with the foregoing provisions of this Section, each party
shall have the right to change the address for future notices and communications
to the other parties.
6. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
7. Modification; Waiver. No provision of this Agreement may be
modified or waived unless such modification or waiver is agreed to in writing
and executed by each Executive affected thereby and by a duly authorized officer
of the Company. No waiver by any party hereto at any time of any breach by
another party hereto of, or failure to comply with, any condition or provision
of this Agreement to be performed or complied with by such other party shall be
deemed a waiver of any similar or dissimilar conditions or provisions at the
same or at any prior or subsequent time. Failure by an Executive or the Company
to insist upon strict compliance with any provision of this Agreement or to
assert any right which such Executive or the Company may have hereunder shall
not be deemed to be a waiver of such provision or right or any other provision
of or right under this Agreement.
8. Assignment. This Agreement and all rights hereunder are personal
to each of the Executives and may not, unless otherwise specifically permitted
herein, be assigned by him. Notwithstanding anything else in this Agreement to
the contrary, the Company may assign this Agreement to and all rights hereunder
shall inure to the benefit of any person, firm or corporation succeeding to all
or substantially all of the business or assets of the Company whether by
purchase, merger or consolidation.
9. Captions. Captions herein have been inserted solely for
convenience of reference and in no way define, limit or describe the scope or
substance of any provision of this Agreement.
10. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York as applied to contracts to
be performed in New York.
11. Jurisdiction; Waiver of Trial by Jury. Each of the parties hereto
consents to the jurisdiction of the United States District Court for the
Southern District of New York and any of the courts of the state of New York in
any dispute arising under this Agreement and agrees further that service of
process or notice in any such action, suit or proceeding shall be effective if
in writing and delivered in person or sent as provided in Section 5 hereof. ANY
RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS
AGREEMENT OR IN CONNECTION HEREWITH IS HEREBY WAIVED.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement in a binding contract as of the day and year first above written.
TOMMY HILFIGER CORPORATION
By: /s/ Joel J. Horowitz
Name: Joel J. Horowitz
Title: Chief Executive Officer
/s/ Silas K.F. Chou
Silas K.F. Chou
/s/ Lawrence S. Stroll
Lawrence S. Stroll