{"id":40133,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/non-competition-agreement-tommy-hilfiger-corp-silas-k-f-chou.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"non-competition-agreement-tommy-hilfiger-corp-silas-k-f-chou","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/non-competition-agreement-tommy-hilfiger-corp-silas-k-f-chou.html","title":{"rendered":"Non-Competition Agreement &#8211; Tommy Hilfiger Corp., Silas K.F. Chou and Lawrence S. Stroll"},"content":{"rendered":"<pre>\n                            NON-COMPETITION AGREEMENT\n                            -------------------------\n\n\n     THIS AGREEMENT is entered into as of the 29th day of June, 2001, by and\namong Silas K.F. Chou, Lawrence S. Stroll (each, an \"Executive\" and together,\nthe \"Executives\") and Tommy Hilfiger Corporation (the \"Company\").\n\n     WHEREAS, the Company, Tommy Hilfiger (Eastern Hemisphere) Limited (\"THEH\")\nand TH Europe Holdings Limited (the \"Seller\") are entering into a Stock Purchase\nAgreement (the \"Stock Purchase Agreement\"), of even date herewith, pursuant to\nwhich THEH will purchase from the Seller all of the outstanding capital stock of\nT.H. International N.V. (together with its subsidiaries, \"THNV\") (the\n\"Acquisition\"); and\n\n     WHEREAS, each of the Executives has an indirect beneficial ownership\ninterest in the Seller; and\n\n     WHEREAS, the Company's willingness to enter into the Stock Purchase\nAgreement is based on the Executives' willingness to enter into this Agreement.\n\n     NOW, THEREFORE, in consideration of the Company's performance under the\nStock Purchase Agreement, the mutual promises and agreements hereinafter set\nforth, and for other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the parties hereto agree as\nfollows:\n\n     1. TERM OF AGREEMENT. The term of this Agreement shall begin on the date of\nthe closing of the Acquisition and shall end on the second anniversary of the\ndate hereof (the \"Non-Competition Period\"). Notwithstanding the foregoing or any\nother provision of this Agreement to the contrary, this Agreement shall\nterminate and be null and void ab initio immediately upon the termination of the\nStock Purchase Agreement before consummation of the Acquisition.\n\n     2. NON-COMPETITION. During the Non-Competition Period, each of the\nExecutives agrees that, without the consent of the disinterested directors of\nthe Company, he will not become (a) an officer, director, employee, consultant\nor partner in any entity that, directly or through its subsidiaries, is (or\nproposes to become during the Non-Competition Period) a direct and substantial\ncompetitor in Europe of the business engaged in by THNV as of the date of this\nAgreement or (b) an investor in greater than 5% of the equity interests or\nvoting power in any entity that, directly or through is subsidiaries, is (or\nproposes to become during the Non-Competition Period) a direct and substantial\ncompetitor in Europe of the business engaged in by THNV as of the date of this\nAgreement, other than investments in an entity in which the annual revenues for\nsuch entity and its consolidated subsidiaries for the most recently completed\nfiscal year relating to the business of such entity that directly competes with\nTHNV in Europe are less than 20% of such entity's consolidated total revenues\nfor such fiscal year. Notwithstanding the foregoing, each of the Executives may\nown equity interests or voting power in and serve as directors and officers of\nPepe Holdings Limited and its direct and indirect wholly and majority-owned\nsubsidiaries (\"Pepe\"); provided, however, during the Non-Competition Period,\nPepe shall not become a direct and substantial competitor in Europe of the\nbusiness engaged in by THNV as \n\n\n\n\n\nof the date of this Agreement other than in jeanswear and jeans-related apparel\nand accessories businesses engaged in by Pepe as of the date of this Agreement.\nFor the purpose of clarification, it is understood that, A&amp;G Holdings Ltd. and\nits direct and indirect subsidiaries are not considered to be direct and\nsubstantial competitors of the business engaged in by THNV as of the date of\nthis Agreement.\n\n     3. VIOLATION. Each Executive acknowledges that he has carefully read and\nconsidered the terms of this Agreement and knows them to have been essential to\ninduce the Company to consummate the Stock Purchase Agreement and that remedies\nat law will not be sufficient in the event of any breach of the provisions\ncontained herein. Therefore, in the event of a breach of this Agreement, the\nCompany shall be entitled, in addition to any other remedy at law or in equity\nto which it may be fully entitled, to equitable relief against such Executive,\nincluding, without limitation, an injunction to restrain such Executive from\nsuch breach or threatened breach and to compel compliance with this Agreement in\nprotecting or enforcing its rights and remedies and enforcement of specific\nperformance by such Executive of this Agreement. Each Executive agrees to waive\nany requirement for the posting of any bond in connection with such injunction\nor equitable relief.\n\n     4. MODIFICATION. The parties further agree and acknowledge that the\nduration, scope and geographic area of the covenant not to compete described in\nSections 1 and 2 are fair, reasonable and necessary in order to protect the\nfuture operations and profitability of the Company and other legitimate\ninterests of the Company, that adequate consideration has been received by the\nExecutive for such obligations, and that these obligations do not prevent the\nExecutive from earning a livelihood. If, however, for any reason any court\ndetermines that the restrictions in Sections 1 and 2 are not reasonable, that\nconsideration is inadequate or that the Executive has been prevented unlawfully\nfrom earning a livelihood, such restrictions shall be interpreted, modified or\nrewritten to include as much of the duration, scope and geographic area\nidentified in Sections 1 and 2 as will render such restrictions valid and\nenforceable.\n\n     5. NOTICES. All notices hereunder, to be effective, shall be in writing and\nshall be deemed delivered when delivered by hand, upon confirmation of receipt\nby telecopy or three (3) days after mailing by first-class, certified mail,\npostage and fees prepaid, as follows:\n\n          (a)  For notices and communications to the Company:\n\n                      Tommy Hilfiger Corporation\n                      c\/o Tommy Hilfiger U.S.A., Inc.\n                      25 West 39th Street\n                      New York, NY  10018\n                      Attn:  Joel J. Horowitz\n                      Telecopier No.:  (212) 548-1818\n\n\n\n\n                                      -2-\n\n\n\n\n\n          (b)  For notices and communications to Mr. Chou:\n\n                       Silas Chou\n                       c\/o Novel Enterprises Limited\n                       12\/F, Novel Industrial Building\n                       850-870 Lai Chi Kok Road\n                       Cheung Sha Wan, Kowloon\n                       Hong Kong\n                       Telecopier No.: 852-2370-1305\n\n          (c)  For notices and communications to Mr. Stroll:\n\n                        Lawrence Stroll\n                        c\/o Tommy Hilfiger Canada Inc.\n                        7077, avenue du Parc, Suite 502\n                        Montreal, Quebec, Canada H3N 1X7\n                        Telecopier No.: 514-278-6184\n\nBy notice complying with the foregoing provisions of this Section, each party\nshall have the right to change the address for future notices and communications\nto the other parties.\n\n     6. COUNTERPARTS. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed to be an original and all of which\ntogether shall constitute one and the same instrument.\n\n     7. MODIFICATION; WAIVER. No provision of this Agreement may be modified or\nwaived unless such modification or waiver is agreed to in writing and executed\nby each Executive affected thereby and by a duly authorized officer of the\nCompany. No waiver by any party hereto at any time of any breach by another\nparty hereto of, or failure to comply with, any condition or provision of this\nAgreement to be performed or complied with by such other party shall be deemed a\nwaiver of any similar or dissimilar conditions or provisions at the same or at\nany prior or subsequent time. Failure by an Executive or the Company to insist\nupon strict compliance with any provision of this Agreement or to assert any\nright which such Executive or the Company may have hereunder shall not be deemed\nto be a waiver of such provision or right or any other provision of or right\nunder this Agreement.\n\n     8. ASSIGNMENT. This Agreement and all rights hereunder are personal to each\nof the Executives and may not, unless otherwise specifically permitted herein,\nbe assigned by him. Notwithstanding anything else in the Agreement to the\ncontrary, the Company may assign this Agreement to and all rights hereunder\nshall inure to the benefit of any person, firm or corporation succeeding to all\nor substantially all of the business or assets of the Company whether by\npurchase, merger or consolidation.\n\n     9. CAPTIONS. Captions herein have been inserted solely for convenience of\nreference and in no way define, limit or describe the scope or substance of any\nprovision of this Agreement.\n\n\n\n\n                                      -3-\n\n\n\n\n\n     10. GOVERNING LAW. This Agreement and all disputes, controversies or claims\narising out of or related to this Agreement or a breach hereof shall be governed\nby and construed in accordance with the laws of the State of New York as applied\nto contracts to be performed in New York.\n\n     11. JURISDICTION; WAIVER OF TRIAL BY JURY. Each of the parties hereto\nconsents to the jurisdiction of the United States District Court for the\nSouthern District of New York and any of the courts of the state of New York in\nany dispute arising under this Agreement and agrees further that service of\nprocess or notice in any such action, suit or proceeding shall be effective if\nin writing and delivered in person or sent as provided in Section 5 hereof. ANY\nRIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS\nAGREEMENT OR IN CONNECTION HEREWITH IS HEREBY WAIVED.\n\n\n\n\n\n           [The rest of this page has intentionally been left blank.]\n\n\n\n\n\n\n\n\n\n\n\n                                      -4-\n\n\n\n\n\n     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement in\na binding contract as of the day and year first above written.\n\n\n                                    TOMMY HILFIGER CORPORATION\n\n\n\n                                    By: \/s\/ Joel J. Horowitz\n                                        -------------------------------\n                                        Name:  Joel J. Horowitz\n                                        Title: Chief Executive Officer\n\n\n\n\n                                        \/s\/ Silas K.F. Chou\n                                        -------------------------------\n                                                    Silas K.F. Chou\n\n\n\n\n                                        \/s\/ Lawrence S. Stroll\n                                        -------------------------------\n                                                     Lawrence S. Stroll\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7775],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9539,9549],"class_list":["post-40133","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hilfiger-tommy-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-compensation","corporate_contracts_types-compensation__noncompetition"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40133","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40133"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40133"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40133"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40133"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}