{"id":40134,"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-chou2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"non-competition-agreement-tommy-hilfiger-corp-silas-k-f-chou2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/non-competition-agreement-tommy-hilfiger-corp-silas-k-f-chou2.html","title":{"rendered":"Non-Competition Agreement &#8211; Tommy Hilfiger Corp., Silas K.F. Chou and Lawrence S. Stroll"},"content":{"rendered":"<pre>\n\n                           NON-COMPETITION AGREEMENT\n                           -------------------------\n\n          THIS AGREEMENT is entered into as of the 8th day of May, 1998, 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 U.S.A., Inc. ('TH USA'), Tommy\nHilfiger (Eastern Hemisphere) Limited ('THEH') and Pepe Jeans London Corporation\n('PJLC') have entered into a Stock Purchase Agreement (the 'Stock Purchase\nAgreement'), dated as of January 31, 1998, pursuant to which TH USA will\npurchase from PJLC all of the outstanding capital stock of Pepe Jeans USA, Inc.\n('Pepe USA') and THEH will purchase from PJLC all of the outstanding capital\nstock of TJ Far East Limited  (collectively, the 'Acquisition'); and\n\n          WHEREAS, each of the Executives has an indirect beneficial ownership\ninterest in PJLC; and\n\n          WHEREAS, it is a condition to the Company's obligation to consummate\nthe Acquisition that the Executives enter into this Agreement.\n\n          NOW, THEREFORE, in consideration of the Company's performance under\nthe Stock 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\n               -----------------\ndate hereof and shall end on May 8, 2002 (the 'Non-Competition Period').\n\n          2.   Non-Competition. During the Non-Competition Period, each of the\n               ---------------\nExecutives agrees that, without the consent of the disinterested directors of\nthe Company, he will not become an officer, director, employee, consultant,\npartner or investor (other than as a passive investor in less than 5% of the\noutstanding capital stock of a publicly-traded corporation) in any entity that\nis, or is intended to become, a direct and substantial competitor in the United\nStates or Canada of the businesses engaged in by Pepe USA prior to the date\nhereof, other than passive investments in an entity in which the annual revenues\nfor the most recently completed fiscal year relating to the business of such\nentity that competes with Pepe USA are less than 20% of such entity's total\nrevenues for such fiscal year.\n\n          3.   Violation. Each Executive acknowledges that he has carefully read\n               ---------\nand considered the terms of this Agreement and knows them to have been essential\nto induce the Company to consummate the Stock Purchase Agreement and that\nremedies at law will not be sufficient in the event of any breach of the\nprovisions contained herein. Therefore, in the event of a breach of this\nAgreement, the Company shall be entitled, in addition to any other remedy at law\nor in equity to which it may be fully entitled, to equitable relief against such\nExecutive, including, without limitation, an injunction to restrain such\nExecutive from such breach or threatened breach and to compel compliance with\nthis Agreement in protecting or enforcing its\n\n \nrights and remedies and enforcement of specific performance by such Executive of\nthis Agreement. Each Executive agrees to waive any requirement for the posting\nof any bond in connection with such injunction or equitable relief.\n\n          4.   Modification. The parties further agree and acknowledge that the\n               ------------\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\n               -------\nwriting and shall be deemed delivered when delivered by hand, upon confirmation\nof receipt by telecopy or three (3) days after mailing by first-class, certified\nmail, postage 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               (b)  For notices and communications to Mr. Chou:\n\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                         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                                      -2-\n\n \n          6.   Counterparts. This Agreement may be executed in two or more\n               ------------\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\n               --------------------\nmodified or waived unless such modification or waiver is agreed to in writing\nand executed by each Executive affected thereby and by a duly authorized officer\nof the Company. No waiver by any party hereto at any time of any breach by\nanother party hereto of, or failure to comply with, any condition or provision\nof this Agreement to be performed or complied with by such other party shall be\ndeemed a waiver of any similar or dissimilar conditions or provisions at the\nsame or at any prior or subsequent time. Failure by an Executive or the Company\nto insist upon strict compliance with any provision of this Agreement or to\nassert any right which such Executive or the Company may have hereunder shall\nnot be deemed to be a waiver of such provision or right or any other provision\nof or right under this Agreement.\n\n          8.   Assignment. This Agreement and all rights hereunder are personal\n               ----------\nto each of the Executives and may not, unless otherwise specifically permitted\nherein, be assigned by him. Notwithstanding anything else in this Agreement to\nthe contrary, 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\n               --------\nconvenience of reference and in no way define, limit or describe the scope or\nsubstance of any provision of this Agreement.\n\n          10.  Governing Law. This Agreement shall be governed by and construed\n               -------------\nin accordance with the laws of the State of New York as applied to contracts to\nbe performed in New York.\n\n          11.  Jurisdiction; Waiver of Trial by Jury. Each of the parties hereto\n               -------------------------------------\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                                      -3-\n\n \n          IN WITNESS WHEREOF, the parties hereto have duly executed this\nAgreement in a binding contract as of the day and year first above written.\n\n\n                                   TOMMY HILFIGER CORPORATION\n\n\n                                   By: \/s\/ Joel J. Horowitz\n                                       Name:  Joel J. Horowitz\n                                       Title: Chief Executive Officer\n\n\n\n                                   \/s\/ Silas K.F. Chou\n                                   Silas K.F. Chou\n\n\n\n                                   \/s\/ Lawrence S. Stroll\n                                   Lawrence S. Stroll\n\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-40134","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\/40134","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=40134"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40134"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40134"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40134"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}