\nCreative Services Manager
\n Salary & Benefits……………………………… $[ * * * ] per year
\nTrade Showroom Manager
\n Salary & Benefits……………………………… $[ * * * ] per year
\nAdvertising and PR Managers (3 people)
\n Salary & Benefits……………………………… $[ * * * ] per year
\nOffice Assistant
\n Salary & Benefits……………………………… $[ * * * ] per year
\nTravel & Entertainment…………………………… $[ * * * ] per year
\nOffice Space (for above staff and 4 Company employees)
\n Rent…………………………………………. $[ * * * ] per year
\n Buildout……………………………………… $[ * * * ] one time expense
\n Administrative………………………………… $[ * * * ] per year
\n<\/c><\/s><\/table>\nCompany hereby approves a cost of living increase for all salary and benefits
\nexpenses listed above of up to [ * * * ] percent ([ * * * ]%) each year. In
\naddition, Company shall not unreasonably withhold its approval of including as
\nEuropean Expenses reasonable increases in rent and administrative costs.<\/p>\n
17.4.4. In each year during the term hereof commencing in calendar year
\n2002, Company’s share of European Expenses shall be calculated by applying to
\nthe total European Expenses for such year a fraction, the numerator of which is
\nthe aggregate Net Sales Price of all Licensed Products sold by Company in Europe
\nin such year, and the denominator is the aggregate Net Sales Price of all Ralph
\nLauren Home products sold in Europe during such year.<\/p>\n
17.4.5. In connection with its European business operations hereunder,
\nCompany shall staff and support its personnel in a manner generally consistent
\nwith the business plan Company presented to PLC\/RLHC in April of 1998.<\/p>\n
18. Indemnity.<\/p>\n
18.1. PLC\/RLHC shall indemnify and hold harmless Company from and against
\nany and all liability, claims, causes of action, suits, damages and expenses
\n(including reasonable attorneys’ fees and expenses in actions involving third
\nparties or between the parties hereto) which Company is or becomes liable for,
\nor may incur solely by reason of its use within the Territory, in strict
\naccordance with the terms and conditions of this Agreement, of the Licensed Mark
\nor the designs furnished to Company by PLC\/RLHC or PRLC, to the extent that such
\nliability arises through infringement of another’s design patent, trademark,
\ncopyright or other proprietary rights; provided that Company gives PLC\/RLHC
\nprompt notice of, and full cooperation in the defense against, such claim. If
\nany action or proceeding shall be brought or asserted against Company in respect
\nof which indemnity may be sought from PLC\/RLHC under this paragraph 18.1,
\nCompany shall promptly notify PLC\/RLHC thereof in writing, and PLC\/RLHC shall
\nassume and direct the defense thereof. Company may thereafter, at its own
\nexpense, be represented by its own counsel in such action or proceeding.
\nPLC\/RLHC’s liability pursuant to this paragraph 18.1 shall be limited to and
\noffset against the aggregate of all royalties (whether minimum or earned)
\nheretofore paid by Company to PLC\/RLHC hereunder.<\/p>\n
18.2. To the extent not inconsistent with paragraph 18.1 hereof, Company
\nshall indemnify and save and hold PLC\/RLHC, Polo, PRLC and Ralph Lauren,
\nindividually, (together, the “Indemnified Parties”) harmless from and against
\nany and all liability, claims, causes of action, suits, damages and expenses
\n(including reasonable attorneys’ fees and expenses in actions involving third
\nparties or between the parties hereto), which they, or any of them, are or
\nbecome liable for, or may incur, or be compelled to pay by reason of any acts,
\nwhether of omission or commission, that may be committed or suffered by Company
\nor any of its servants, agents or<\/p>\n
22
\n 23<\/p>\n
CONFIDENTIAL TREATMENT
\n REQUESTED BY
\n POLO RALPH LAUREN CORPORATION
\n SEC FILE NO. 001-13057<\/p>\n
employees in connection with Company’s performance of this Agreement, including
\nCompany’s use of Company’s own designs, in connection with Licensed Products
\nmanufactured by or on behalf of Company or otherwise in connection with
\nCompany’s business.<\/p>\n
18.3. Company shall carry product liability insurance with limits of
\nliability in the minimum amount, in addition to defense costs, of $[ * * * ] per
\noccurrence and each of the Indemnified Parties shall be named therein as
\ninsureds, as their interests may appear. Company shall, promptly after the
\nsigning of this Agreement, deliver to PLC\/RLHC a certificate of such insurance
\nfrom the insurance carrier, setting forth the scope of coverage and the limits
\nof liability and providing that the policy may not be canceled or amended
\nwithout at least thirty (30) days prior written notice to the Indemnified
\nParties.<\/p>\n
19. Disclosure.<\/p>\n
PLC\/RLHC and Company, and their affiliates, employees, attorneys and
\naccountants, shall hold in confidence and not use or disclose, except as
\npermitted by this Agreement, (i) confidential information of the other, or (ii)
\nthe terms of this Agreement, except upon consent of the other or pursuant to or
\nas may be required by law, or in connection with regulatory or administrative
\nproceedings and only then with reasonable advance notice of such disclosure to
\nthe other. Company shall take all reasonable precautions to protect the secrecy
\nof the designs, art work, sketches and other materials used pursuant to this
\nAgreement prior to the commercial distribution or the showing of samples for
\nsale, and shall not sell any merchandise employing, or adapted from or resulting
\nfrom the use of any such designs, art work, sketches or other material, except
\nunder the Licensed Marks. All press releases and other public announcements
\nshall be subject to the prior approval of PLC\/RLHC. Every request for a
\nstatement, release or other inquiry shall be sent in writing whenever
\npracticable to the advertising\/publicity director of PLC\/RLHC for handling.<\/p>\n
20. Brokers.<\/p>\n
Each of PLC\/RLHC and Company hereby represents and warrants to the other
\nthat it has not employed or dealt with any broker or finder in connection with
\nthis Agreement or the transactions contemplated hereby, and agrees to indemnify
\nthe other and hold it harmless from any and all liabilities (including, without
\nlimitation, reasonable attorneys’ fees and disbursements paid or incurred in
\nconnection with any such liabilities) for any brokerage commissions or finders’
\nfees in connection with this Agreement or the transactions contemplated hereby,
\ninsofar as such liabilities shall be based on the arrangements or agreements
\nmade by it or on its behalf.<\/p>\n
21. Manufacture; Distribution; Sale.<\/p>\n
Consistent with the high quality and prestige of the Licensed Marks and
\nproducts manufactured by, or under license from, Polo and its affiliates,
\nCompany undertakes, during the term hereof, diligently to manufacture and sell
\neach and every Licensed Product listed in Schedule A, to use its best efforts to
\ncreate a demand therefor, supply such demand, and maintain adequate arrangements
\nand facilities for the distribution of Licensed Products throughout the
\nTerritory. As an essential part of its distribution program, Company agrees to
\nmaintain adequate inventories (consistent with good industry practice) of all
\nsuch Licensed Products at distribution points adequate to satisfy the
\nrequirements of its customers for a full line of such Licensed Products and to
\nexpedite the delivery thereof. Company represents, warrants and covenants that
\nit is or shall be, on or before December 31, 2000, “Y2K” compliant, and
\nacknowledges that any failure of its computer systems as a result of Company’s
\nfailure to be Y2K compliant would, if such failure results in a material
\ninterruption or adverse impact on its ordinary business operations relating to
\nLicensed Products, constitute a violation of Company’s obligations hereunder.<\/p>\n
23
\n 24<\/p>\n
CONFIDENTIAL TREATMENT
\n REQUESTED BY
\n POLO RALPH LAUREN CORPORATION
\n SEC FILE NO. 001-13057<\/p>\n
22. Showrooms; Samples.<\/p>\n
22.1. In the United States, Company shall display its Licensed Products at
\nthe showroom to be operated and maintained by RLHC on the ninth floor at 1185
\nAvenue of the Americas (hereinafter referred to as the “Home Collection
\nShowroom” or “Showroom”). Company shall also display at the Home Collection
\nShowroom products other than Licensed Products which comprise the Ralph Lauren
\nHome Collection and which are manufactured by other sublicensees of RLHC. The
\nparties acknowledge that it is of substantial benefit to the Company that the
\n“Collection” be displayed and sold as an entirety in order to create the
\ngreatest demand for all Collection products, including Licensed Products, and to
\npromote the image of the Collection as a complete Ralph Lauren lifestyle of
\nproducts.<\/p>\n
22.2. Notwithstanding the provisions of paragraph 10.5 of this Agreement,
\nCompany shall be entitled to deduct from earned royalties due each month
\npursuant to paragraph 10.2 hereof [ * * * ] of the annual “Qualified Showroom
\nExpenses” (as hereinafter defined) for providing space and maintaining the Home
\nCollection Showroom referred to in paragraph 22.1 hereof. The term “Qualified
\nShowroom Expenses” shall mean the proportionate share (based on the square feet
\nof space actually occupied by RLHC) for rent and leasehold operating expenses
\n(i.e. building, utilities, water, taxes and cleaning, etc.) computed on a basis
\nconsistent with current practices as of the execution of this Agreement with
\nrespect to such Showroom. The term “Qualified Showroom Expenses” shall exclude,
\nhowever, any allocable cost of [ * * * ] square feet of storage space which
\nCompany shall make available without charge at 1185 Avenue of the Americas for
\nstorage of samples and stock, and exclude all other basement space which RLHC
\nmay occupy from time-to-time pursuant to a separate agreement with Company. In
\naddition to the foregoing, Company shall be entitled to deduct from monthly
\nearned royalties $[ * * * ] for office services provided by WestPoint Stevens
\nInc. to the Home Collection Showroom. Company shall, upon request, make
\navailable for inspection by RLHC records substantiating the charges for rent,
\nleasehold operating expenses and office services.<\/p>\n
22.3. Together with each monthly royalty remittance, the Company shall
\nsubmit to RLHC a separate statement, certified by a financial officer of the
\nCompany, setting forth the computation of the Qualified Showroom Expenses and
\ncharges for office services for the then-ended quarter. Within sixty (60) days
\nof the end of each year, Company shall submit to RLHC a statement setting forth
\nin reasonable detail the total Qualified Showroom Expenses for the year then
\nended. If during the year Company shall have deducted in excess of the actual
\ntotal Qualified Showroom Expenses, Company’s statement shall be accompanied by a
\ncheck in the amount of such excess. If there shall have been a shortage of the
\naggregate deductions in relation to the total Qualified Showroom Expenses and
\noffice service charges, RLHC shall, within fifteen (15) days of its receipt of
\nCompany’s statement, remit a check in the amount of the shortage.<\/p>\n
22.4. Upon the expiration of this Agreement, at RLHC’s option, exercisable
\nby notice in writing to Company given no later than 90 days prior to such
\nexpiration, Company shall, subject to the approval of, and under the terms and
\nconditions required by, Company’s landlord, continue to maintain and operate the
\nHome Collection Showroom with RLHC for a period not to exceed three (3) months
\nfollowing such expiration, during which time RLHC may show and sell the Ralph
\nLauren Home Collection in such showroom. In the event this Agreement is
\nterminated by RLHC as a result of an Event of Default on the part of the
\nCompany, RLHC shall be entitled to request in writing, given simultaneously with
\nits notice of termination to Company, that Company continue to maintain and
\noperate the Home Collection Showroom with RLHC for a period of up to twelve (12)
\nmonths after such termination. To the extent that RLHC requests an extension
\nhereunder, Company shall request approval therefor from its landlord. RLHC shall
\non the first of each month of any such extension remit to Company one-twelfth of
\nthe annual Qualified Showroom Expenses for maintaining and operating such
\nshowroom, adjusted according to the terms and conditions required by the
\nlandlord, if any, and the parties shall at the end of each three-month period
\nreconcile the aggregate amount actually paid by RLHC in relation to the total of
\nthe actual Qualified Showroom Expenses, as adjusted.
\n 24
\n 25<\/p>\n
CONFIDENTIAL TREATMENT
\n REQUESTED BY
\n POLO RALPH LAUREN CORPORATION
\n SEC FILE NO. 001-13057<\/p>\n
22.5. Company shall be responsible for all costs associated with the
\ninitial design, construction and decoration of a showroom in the United States
\nfor Utility Bedding, up to a one-time cap of $[ * * * ]. All plans and designs
\nwith respect to such showroom shall be subject to PLC\/RLHC’s prior approval.<\/p>\n
22.6. Company shall be responsible for all costs associated with the
\ninitial buildout of a showroom in Europe for Licensed Products, up to a cap of
\n$[ * * * ]. All plans and designs with respect to such showroom shall be subject
\nto PLC\/RLHC’s prior approval. Thereafter, Company shall be responsible for all
\ncosts associated with seasonal changeovers of such showroom (including props,
\nstaff, construction and travel by PLC\/RLHC personnel to assist in changeovers),
\nup to a cap of $[ * * * ] in year 1 (2001) and $[ * * * ] per year thereafter
\nduring the term hereof. In addition, Company shall be responsible for rent costs
\nfor such showroom, up to $[ * * * ] per year (subject to reasonable increases
\nover the term of this Agreement).<\/p>\n
22.7. Company shall provide, at no charge, samples for all showrooms and
\nfor advertising and editorials relating to Licensed Products. All normal
\nexpenses with respect to shipping shall be the responsibility of Company and
\nCompany may, at its option, insure the samples for risk of damage or loss
\n(including by theft) during shipment and while at the RLHC showroom, but RLHC
\nshall have no liability with respect thereto. All items will be inventoried by
\nRLHC and, at RLHC’s discretion, (i) held in storage for future use, (ii) sold at
\nsample sales, or (iii) returned to Company at Company’s expense. In the event of
\na sale at a sample sale, RLHC shall remit to Company, within forty-five (45)
\ndays thereof, [ * * * ] percent ([ * * * ]%) of the profits therefrom. In
\naddition, Company shall supply at its own expense, such samples as may be
\nreasonably necessary for RLHC salesmen.<\/p>\n
23. Miscellaneous.<\/p>\n
23.1. All notices, requests, consents and other communications hereunder
\nshall be in writing and shall be deemed to have been properly given or sent (i)
\non the date when such notice, request, consent or communication is personally
\ndelivered and acknowledged, or (ii) five (5) days after the same was sent, if
\nsent by certified or registered mail, or (iii) one (1) day after the same was
\nsent, if sent by overnight courier delivery or confirmed telecopier as follows:<\/p>\n
(a) If to PLC\/RLHC addressed as follows:<\/p>\n
The Polo\/Lauren Company, L.P. and
\n Ralph Lauren Home Collection, Inc.
\n 103 Foulk Road
\n Suite 201
\n Wilmington, Delaware 19803
\n Attention: President
\n Telecopier: 302.778.1008<\/p>\n
(b) With a copy to Polo and PRLC, addressed as follows:<\/p>\n
Polo Ralph Lauren Corporation
\n 650 Madison Avenue
\n New York, New York 10022
\n Attention: General Counsel
\n Telecopier: 212.318.7183<\/p>\n
(c) If to Company, addressed as follows:<\/p>\n
WestPoint Stevens, Inc.
\n 1185 Avenue of the Americas
\n New York, New York 10036
\n Attention: Mr. Thomas Ward
\n Telecopier: 212.930.3876
\n 25
\n 26<\/p>\n
CONFIDENTIAL TREATMENT
\n REQUESTED BY
\n POLO RALPH LAUREN CORPORATION
\n SEC FILE NO. 001-13057<\/p>\n
(d) With a courtesy copy to:<\/p>\n
WestPoint Stevens Inc.
\n 1185 Avenue of the Americas
\n New York, New York 10036
\n Attention: Assistant General Counsel
\n Telecopier: 212.930.3551<\/p>\n
Anyone entitled to notice hereunder may change the address to which notices or
\nother communications are to be sent to it by notice given in the manner
\ncontemplated hereby.<\/p>\n
23.2. Nothing herein contained shall be construed to place Company,
\nPLC\/RLHC, Polo and\/or PRLC in the relationship of partners or joint venturers,
\nand neither Company, PLC\/RLHC, Polo nor PRLC shall have the power to obligate or
\nbind any other party in any manner whatsoever, except as expressly provided
\nherein.<\/p>\n
23.3. None of the terms hereof can be waived or modified except by an
\nexpress agreement in writing signed by the party to be charged. The failure of
\neither party hereto to enforce, or the delay by either party in enforcing, any
\nof its rights hereunder shall not be deemed a continuing waiver, modification
\nhereof, or a waiver of any other right or remedy hereunder, and either party
\nmay, within the time provided by applicable law, commence appropriate legal
\nproceedings to enforce any and all such rights. All rights and remedies provided
\nfor herein shall be cumulative and in addition to any other rights or remedies
\nsuch parties may have at law or in equity. Either party hereto may employ any of
\nthe remedies available to it with respect to any of its rights hereunder without
\nprejudice to the use by it in the future of any other remedy with respect to any
\nsuch rights. Except as provided herein, no person, firm or corporation, other
\nthan the parties hereto, shall be deemed to have acquired any rights by reason
\nof anything contained in this Agreement.<\/p>\n
23.4. Each of PLC, RLHC and PRLC may assign all or any portion of the
\nrespective royalties payable to it hereunder, and may assign all of its rights,
\nduties and obligations hereunder to any entity to which the Trademarks, or the
\nright to use the Trademarks, has been transferred, or to an affiliate of any
\nsuch entity. The rights granted to Company are personal in nature, and neither
\nthis Agreement nor the sublicense may be assigned by Company without the prior
\nwritten consent of PLC\/RLHC, Polo and PRLC. Company may employ subcontractors
\nfor the manufacture of the Licensed Products with the prior approval of
\nPLC\/RLHC, provided, however, that (i) Company shall not employ any subcontractor
\nfor the manufacture of Licensed Products until such subcontractor has executed a
\nTrademark and Design Protection Agreement substantially in the form annexed
\nhereto as Schedule B, (ii) Company shall maintain appropriate quality controls
\nand comply with the quality requirements set forth herein, (iii) such
\nsubcontractors shall comply with the Operating Guidelines annexed hereto as
\nSchedule C and made a part hereof, as such Operating Guidelines may be amended
\nfrom time-to-time, (iv) Company shall not itself sell or otherwise dispose of,
\nand shall be responsible for preventing all subcontractors from selling or
\notherwise disposing of, any seconds, irregulars or rejected merchandise except
\nwith PLC\/RLHC’s prior written consent, (v) Company shall, in seeking PLC\/RLHC’s
\napproval, give PLC\/RLHC prior written notice of the full name and address of
\neach subcontractor it proposes to use in connection with the manufacture of
\nLicensed Products, together with a complete list of Licensed Products (and\/or
\ncomponents thereof) to be manufactured by such subcontractor, and Company shall,
\nupon PLC\/RLHC’s request no more than once annually (and in any event upon the
\nexpiration or termination of the term hereof), provide PLC\/RLHC with a complete
\nlist of all such subcontractors containing all such information); and (vi)
\nCompany, upon request from PLC\/RLHC, shall cease placing orders with any such
\nsubcontractor.<\/p>\n
23.5. This Agreement shall be binding upon and inure to the benefit of the
\nsuccessors and permitted assigns of the parties hereto.
\n 26
\n 27<\/p>\n
CONFIDENTIAL TREATMENT
\n REQUESTED BY
\n POLO RALPH LAUREN CORPORATION
\n SEC FILE NO. 001-13057<\/p>\n
23.6. Company shall comply with all laws, rules, regulations and
\nrequirements of any governmental body which may be applicable to the operations
\nof Company contemplated hereby, including, without limitation, as they relate to
\nthe manufacture, distribution, sale or promotion of Licensed Products,
\nnotwithstanding the fact that PLC\/RLHC may have approved such item or conduct.<\/p>\n
23.7. This Agreement shall be construed in accordance with the laws of the
\nState of New York applicable to contracts made and performed therein without
\nregard to principles of conflict of laws.<\/p>\n
23.8. The parties hereby consent to the jurisdiction of the United States
\nDistrict Court for the Southern District of New York and of any of the courts of
\nthe Southern District of New York and of any of the courts of the State of New
\nYork located within the Southern District in any dispute arising under this
\nAgreement and agree further that service of process or notice in any such
\naction, suit or proceeding shall be effective if in writing and delivered as
\nprovided in paragraph 23.1 hereof. Notwithstanding anything to the contrary set
\nforth herein, neither Polo Ralph Lauren Corporation nor any other general or
\nlimited partner of Polo or PRLC shall be liable for any claim based on, arising
\nout of, or otherwise in respect of, this Agreement, and Company shall not have
\nnor claim to have any recourse for any such claim against any general or limited
\npartner of Polo or PRLC.<\/p>\n
23.9. This Agreement contains the entire and only agreement between the
\nparties hereto concerning the subject matter hereof, and any oral statements or
\nrepresentations or prior written matter with respect thereto not contained
\nherein shall have no force and effect. The provisions of this Agreement are
\nseverable, and if any provision shall be held invalid or unenforceable in whole
\nor in part in any jurisdiction, then such invalidity or unenforceability shall
\naffect only such provision, or part thereof, in such jurisdiction and shall not
\nin any manner affect such provision in this Agreement in any other jurisdiction.<\/p>\n
23.10. The paragraph headings contained in this Agreement are for reference
\npurposes only and shall not affect in any way the meaning or interpretation of
\nthis Agreement.<\/p>\n
23.11. This Agreement may be executed in one or more counterparts, each of
\nwhich shall be deemed an original, but all of which together shall constitute
\none and the same instrument.<\/p>\n
27
\n 28<\/p>\n
CONFIDENTIAL TREATMENT
\n REQUESTED BY
\n POLO RALPH LAUREN CORPORATION
\n SEC FILE NO. 001-13057<\/p>\n
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
\ncaused the same to be executed by a duly authorized officer on the day and year
\nfirst set forth above.<\/p>\n
RALPH LAUREN HOME COLLECTION, INC.<\/p>\n
By: \/s\/ ANDREW T. PANACCIONE
\n ————————————
\n Title: Assistant Secretary<\/p>\n
THE POLO\/LAUREN COMPANY, L.P.
\n By: PRL International, Inc.<\/p>\n
By: \/s\/ ANDREW T. PANACCIONE
\n ————————————
\n Title: Assistant Treasurer<\/p>\n
POLO RALPH LAUREN CORPORATION<\/p>\n
By: \/s\/ F. LANCE ISHAM
\n ————————————
\n Title: Vice Chairman<\/p>\n
WESTPOINT STEVENS INC.<\/p>\n
By: \/s\/ THOMAS WARD
\n ————————————
\n Title: Authorized Signatory<\/p>\n
28
\n 29<\/p>\n
CONFIDENTIAL TREATMENT
\n REQUESTED BY
\n POLO RALPH LAUREN CORPORATION
\n SEC FILE NO. 001-13057<\/p>\n
SCHEDULE A<\/p>\n
“LICENSED PRODUCTS”
\n (PURSUANT TO PARAGRAPH 1.1)<\/p>\n
Licensed Products shall mean the following:<\/p>\n
1. Bathroom Products consisting of:<\/p>\n
(a) bath towels (non-embellished)<\/p>\n
(b) bath sheets (non-embellished)<\/p>\n
(c) fingertip towels (non-embellished)<\/p>\n
(d) hand towels (non-embellished)<\/p>\n
(e) face cloths (non-embellished)<\/p>\n
(f) tub mats<\/p>\n
(g) men’s and women’s robes made from towels, it being understood
\n that Company’s rights with respect to robes shall be non-exclusive and
\n shall be limited to the sale of robes in the same departments of stores
\n in which other Licensed Products are sold.<\/p>\n
(h) shower curtains<\/p>\n
In the event PLC\/RLHC wishes to use or license a third party to use
\n in the Territory the Licensed Mark in connection with embellished
\n Bathroom Products, PLC\/RLHC shall grant to Company a right of first
\n refusal with respect thereto. The implementation of such first refusal
\n rights shall be the same as the first refusal rights provided for in
\n paragraph 2.15 of this Agreement.<\/p>\n
2. Bedroom Products consisting of:<\/p>\n
(a) sheets<\/p>\n
(b) pillow cases (but not pillows)<\/p>\n
(c) The following bedroom products to the extent they match sheets
\n that are made under license from Polo (“Matched Bedding Accessories”):<\/p>\n
(1) shams<\/p>\n
(2) ruffles<\/p>\n
(3) comforters<\/p>\n
(4) bedspreads<\/p>\n
(5) bed skirts<\/p>\n
(6) night spreads<\/p>\n
(7) comforter, duvet and blanket covers<\/p>\n
(8) European squares<\/p>\n
(9) valances and draperies<\/p>\n
29
\n 30<\/p>\n
CONFIDENTIAL TREATMENT
\n REQUESTED BY
\n POLO RALPH LAUREN CORPORATION
\n SEC FILE NO. 001-13057<\/p>\n
(d) The following bedroom products, not matched to sheets
\n (“Unmatched Bedding Accessories”):<\/p>\n
(1) bed covers<\/p>\n
(2) Intentionally Omitted<\/p>\n
(3) duvet and comforter covers<\/p>\n
(4) shams<\/p>\n
(5) bed skirts<\/p>\n
(6) bed spreads<\/p>\n
(7) comforters other than down comforters<\/p>\n
(8) decorative pillows<\/p>\n
(9) quilts<\/p>\n
(10) night spreads<\/p>\n
(11) curtains and draperies matched or coordinated to bedding
\n Licensed Products manufactured by Company hereunder<\/p>\n
(e) The following items of utility bedding (“Utility Bedding”):<\/p>\n
(1) bed pillows<\/p>\n
(2) mattress pads<\/p>\n
(3) down comforters<\/p>\n
(4) feather beds<\/p>\n
(5) bed and throw blankets (but excluding blankets for infants)<\/p>\n
Licensed Products, with respect to Mexico, shall mean all Bathroom Products
\nand Bedroom Products described above, and shall also include the following items
\n(“Utility Bedding”):<\/p>\n
Except as may otherwise be agreed in writing by the parties hereto, through
\nJuly 1, 2001 Company’s rights with respect to Unmatched Bedding Accessories in
\nCanada and Mexico, and with respect to Utility Bedding in Mexico, shall be
\nsolely to purchase such products from Pillowtex Corporation, RLHC’s current
\nlicensee for such products in the United States, and to resell such products in
\nthe Territory on the terms set forth herein. Otherwise, Company’s rights with
\nrespect to Unmatched Bedding Accessories and Utility Bedding shall not commence
\nuntil July 1, 2001, and shall be subject to the rights of Pillowtex Corporation
\nto sell-off its remaining inventory of Unmatched Bedding Accessories and Utility
\nBedding pursuant to its license agreement with respect thereto, the term of
\nwhich expires on June 30, 2001, with sell-off rights continuing for 120 days
\nthereafter.<\/p>\n
Notwithstanding anything to the contrary contained herein, PLC\/RLHC shall
\nhave the right to undertake or license a third party the right to undertake a
\nfree-standing window treatment program, whether or not matched or coordinated to
\nbedding.<\/p>\n
30
\n 31<\/p>\n
CONFIDENTIAL TREATMENT
\n REQUESTED BY
\n POLO RALPH LAUREN CORPORATION
\n SEC FILE NO. 001-13057<\/p>\n
SCHEDULE B<\/p>\n
TRADEMARK AND DESIGN PROTECTION AGREEMENT<\/p>\n
Re: Orders for Polo\/Ralph Lauren Merchandise<\/p>\n
TO
\n——————————:<\/p>\n
Our company may be entering into Purchase Order Contracts for samples and
\nvarious products with you in the near future and would like to take this
\nopportunity to call to your attention the basis upon which we will enter such
\nagreements.<\/p>\n
Pursuant to our agreements we may be providing you with certain designs and
\nart work and requisitions for finished products (including samples), packaging,
\nand business materials, among other things. By accepting our orders or
\ncontracts, your company will have agreed that it has only a limited,
\nnon-transferable right to use any trademarks and\/or designs and\/or art work
\n(including specifically, colors, shapes, and textures) of Ralph Lauren Home
\nCollection, Inc. and its affiliates (“Polo”) as necessary for merchandise
\nshipped or services rendered under our orders or contracts. You agree that such
\ntrademarks, designs, logos and art work shall not be used by your firm at any
\ntime, whether or not they are used in conjunction with the Ralph Lauren name or
\ntrademarks, for any purpose other than that for which they were placed in your
\ntrust, i.e. in fulfillment of specific purchase orders, and you shall exercise
\ndue diligence so that they are not made available to third parties. No rights
\nshall remain in your firm or its employees or agents as to such trademarks,
\nlogos, art work, or designs of Polo and its affiliates and you agree that to the
\nextent your firm may acquire any rights to said marks, logos, art work or
\ndesigns, such rights shall revert to Polo or its affiliates, as the case may be,
\nwithout any further act of the parties hereunder. By accepting our orders, you
\nhereby agree to indemnify Polo and its affiliates for any losses, costs or
\nexpenses (of any kind whatsoever) which may arise as a result, directly or
\nindirectly, of a breach of this Agreement.<\/p>\n
Please place the acknowledgment signature of two (2) of your executive
\nofficers in the space provided below and return one signed copy of this letter
\nto the undersigned as soon as possible.<\/p>\n
Thank you for your cooperation.<\/p>\n
Sincerely yours,
\n Ralph Lauren Home Collection, Inc.<\/p>\n
By:
\n ————————————–<\/p>\n
We have read and accept and agree to the above in consideration of orders from
\nRalph Lauren Home Collection, Inc.<\/p>\n
CONTRACTOR NAME:
\n—————————————————————–<\/p>\n
By: (1) ————————- and (2) ————————-
\n Name: Name:<\/p>\n
Date:
\n———————————————<\/p>\n
31
\n 32<\/p>\n
CONFIDENTIAL TREATMENT
\n REQUESTED BY
\n POLO RALPH LAUREN CORPORATION
\n SEC FILE NO. 001-13057<\/p>\n
SCHEDULE C<\/p>\n
OPERATING GUIDELINES<\/p>\n
Polo Ralph Lauren (the “Company”) is dedicated to conducting its operations
\nthroughout the world on principles of ethical business practice and recognition
\nof the dignity of workers. We expect our business partners to respect and adhere
\nto the same standards in the operation of their business, and we will utilize
\nthese criteria to evaluate our relationships with customers and suppliers.<\/p>\n
WAGES\/BENEFITS\/WORKING HOURS. Our business partners must comply with all
\nlaws regulating local wages, work hours and benefits. Wage and benefit policies
\nmust be consistent with prevailing national standards, and also be acceptable
\nunder a broader international understanding as to the basic needs of workers and
\ntheir families. We will not work with companies whose wage structure violates
\nlocal law or prevailing industry practice.<\/p>\n
CHILD LABOR. Our business partners must not use child labor, defined as
\nschool age children. Our business partners will not employ workers under the age
\nof 14. This provision extends to all partner facilities.<\/p>\n
HEALTH & SAFETY. Our business partners must ensure that their workers are
\nprovided a safe and healthy work environment, and are not subject to unsanitary
\nor hazardous conditions.<\/p>\n
FREEDOM OF ASSOCIATION. Our business partners should respect the legal
\nrights of employees to freely and without harassment participate in worker
\norganizations of their choice.<\/p>\n
PRISON OR FORCED LABOR. Our business partners will not work with or
\narrange for purchase of any materials from business partners who utilize prison
\nor forced labor in any stage of the manufacture of our products.<\/p>\n
DISCIPLINARY PRACTICES. Our business partners will not employ or conduct
\nany business activity with partners who employ any form of physical or mental
\ncoercion or punishment against workers.<\/p>\n
DISCRIMINATION. Our business partners will not practice nor do business
\nwith business partners who practice any form of improper discrimination in
\nhiring and employment, including on the basis of age, race, color, gender, or
\nreligion.<\/p>\n
ENVIRONMENT. Our business partners must embrace a fundamental concern for
\nenvironmental protection and conduct their operations consistent with both local
\nand internationally recognized environmental practices.<\/p>\n
LEGAL REQUIREMENTS. Our business relationship must be built on a mutual
\nrespect for and adherence to legal requirements. Our business partners will
\nobserve both local and applicable international standards.<\/p>\n
ETHICAL STANDARDS. We intend to conduct all our business in a manner
\nconsistent with the highest ethical standards, and we will seek and utilize
\npartners who will do likewise, as this contributes directly to our corporate
\nreputation and the collective success of our organization and selected business
\npartners.<\/p>\n
SUBCONTRACTING. Our business partners may not subcontract all or any part
\nof the work on our products without our express written consent, which will not
\nbe given unless each subcontractor meets all of the criteria set forth herein.<\/p>\n
32
\n 33<\/p>\n
CONFIDENTIAL TREATMENT
\n REQUESTED BY
\n POLO RALPH LAUREN CORPORATION
\n SEC FILE NO. 001-13057<\/p>\n
CONFLICTS OF INTEREST. Our business partners may not give Company
\nemployees a gift of value in excess of US$25.00, and may not bribe foreign
\nofficials to benefit the Company or its business.<\/p>\n
IMPLEMENTATION. We will apply these criteria in all business partner
\ndeterminations, and will continue to implement these policies in the conduct of
\nall activities. This will include our business partners sharing information on
\nproduction facilities and procedures, with the objective of improving our
\ncollective service to customers in a responsible manner. Failure by a business
\npartner to meet these standards, will result in our taking appropriate actions,
\nup to and including cancellation of existing orders.<\/p>\n
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