{"id":43451,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/lock-up-agreement-tommy-hilfiger-corp-pepe-jeans-london.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"lock-up-agreement-tommy-hilfiger-corp-pepe-jeans-london","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/lock-up-agreement-tommy-hilfiger-corp-pepe-jeans-london.html","title":{"rendered":"Lock-Up Agreement &#8211; Tommy Hilfiger Corp., Pepe Jeans London Corp., Blackwatch Investments Ltd., AIHL Investment Group Ltd., Anasta Holdings Ltd., Sportswear Holdings Ltd., Westleigh Ltd., Gadwal Ltd., Thomas J. Hilfiger and Joel J. Horowitz"},"content":{"rendered":"<pre>\n================================================================================\n\n\n\n                                LOCK-UP AGREEMENT\n\n                                  by and among\n\n                           TOMMY HILFIGER CORPORATION,\n\n                         PEPE JEANS LONDON CORPORATION,\n\n                         BLACKWATCH INVESTMENTS LIMITED,\n\n                         AIHL INVESTMENT GROUP LIMITED,\n\n                            ANASTA HOLDINGS LIMITED,\n\n                          SPORTSWEAR HOLDINGS LIMITED,\n\n                               WESTLEIGH LIMITED,\n\n                                 GADWAL LIMITED,\n\n                               THOMAS J. HILFIGER\n\n                                       and\n\n                                JOEL J. HOROWITZ\n\n\n\n                          Dated as of January 31, 1998\n\n\n\n\n================================================================================\n\n\n\n\n\n\n\n\n                                LOCK-UP AGREEMENT\n\n\n                  THIS AGREEMENT, dated as of January 31, 1998 (the\n'Agreement'), is by and among Tommy Hilfiger Corporation, a British Virgin\nIslands corporation (the 'Company'), Pepe Jeans London Corporation, a British\nVirgin Islands corporation ('PJLC'), Blackwatch Investments Limited, a British\nVirgin Islands corporation ('Blackwatch'), AIHL Investment Group Limited, a\nBritish Virgin Islands corporation ('AIHL'), Anasta Holdings Limited, a British\nVirgin Islands corporation ('Anasta'), Sportswear Holdings Limited, a British\nVirgin Islands corporation ('Sportswear'), Westleigh Limited, a British Virgin\nIslands Corporation ('Westleigh'), Gadwal Limited, a Hong Kong corporation\n('Gadwal'), Thomas J. Hilfiger ('TJH') and Joel J. Horowitz ('JJH' and, together\nwith TJH, the 'Management Stockholders'). The parties hereto other than the\nCompany are sometimes collectively referred to herein as the 'Stockholders.'\n\n                                    RECITALS\n\n                  WHEREAS, the Company, certain subsidiaries of the Company and\nPJLC have entered into a Stock Purchase Agreement dated of even date herewith\n(the 'Stock Purchase Agreement') (all capitalized terms used but not defined\nherein have the meanings given to them in the Stock Purchase Agreement);\n\n                  WHEREAS, pursuant to the Stock Purchase Agreement, upon\nconsummation of the Stock Purchases, among other things, the Company will\ndeliver to TH USA and TH USA will deliver to PJLC 9,045,930 Ordinary Shares, par\nvalue $.01 per share, of the Company (the 'Shares'), upon which Westleigh,\nGadwal, TJH and JJH collectively will beneficially own (within the meaning of\nRule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended\n('Beneficially Own')) 97% of the Shares (the 'Partner Shares') and Anasta will\nBeneficially Own 3% of the Shares (the 'Anasta Shares');\n\n                  WHEREAS, AIHL has entered into a Guarantee, dated of even date\nherewith, pursuant to which AIHL has guaranteed all of the obligations of PJLC\nunder the Stock Purchase Agreement;\n\n                  WHEREAS, pursuant to the Stock Purchase Agreement, at the\nClosing the Company and the Stockholders will enter into a registration rights\nagreement (the 'Registration Rights Agreement') pursuant to which the\nStockholders will have certain registration rights with respect to the Shares;\nand\n\n                  WHEREAS, the parties hereto desire to restrict the sale,\nassignment, transfer, encumbrance or other disposition of the Shares and\nobligations in respect thereof as hereinafter provided.\n\n                  NOW THEREFORE, in consideration of the premises and of the\nterms and conditions contained herein and for other good and valuable\nconsideration, the receipt and sufficiency of which is hereby acknowledged, the\nparties hereto agree as follows:\n                                      -2-\n\n\n                   Section 1. Prohibition on Transfers.\n\n                   (a) Prohibition on Transfers During Restricted Period. Except\nas set forth in Section 3, no Stockholder shall, at any time prior to the second\nanniversary of the Closing Date (the 'Restricted Period'), directly or\nindirectly, (i) offer, pledge, sell, contract to sell, sell any option or\ncontract to purchase, purchase any option or contract to sell, grant any option,\nright or warrant to purchase, lend or otherwise transfer or dispose of, directly\nor indirectly, any of the Shares or (ii) enter into any swap or other\narrangement that transfers to another, in whole or in part, any of the economic\nconsequences of ownership of any of the Shares, whether any such transaction\ndescribed in clause (i) or (ii) above is to be settled by delivery of Shares, in\ncash or otherwise (any such transaction, whether or not for consideration, being\nreferred to herein as a 'Transfer' and each Person to whom a Transfer is made,\nregardless of the method of Transfer, is referred as a 'Transferee').\n\n                   (b) Prohibition on Transfers Following Restricted Period.\nExcept for Transfers described in the next sentence of this paragraph, from the\nend of the Restricted Period through the fifth anniversary of the Closing Date,\nno Stockholder shall, without the consent of the Company, directly or\nindirectly, Transfer any Shares to any Person who would, to such Stockholder's\nknowledge, immediately following such Transfer Beneficially Own 5% or more of\nthe then outstanding Ordinary Shares, par value $.01 per share, of the Company\n('Ordinary Shares'). The requirements set forth in this paragraph shall not\napply to Transfers (i) to a Person described in Rule 13d-1(b)(1) promulgated\nunder the Securities Exchange Act of 1934, as amended (as in effect on the date\nhereof), provided that immediately following such Transfer such Person would\nnot, to the Transferring Stockholder's knowledge, Beneficially Own 10% or more\nof the then outstanding Ordinary Shares, (ii) pursuant to an effective\nregistration statement under the Securities Act of 1933, as amended (the\n'Securities Act'), (iii) to an Affiliate of such Stockholder, to another\nStockholder or to an Affiliate of another Stockholder or (iv) in connection with\nany merger, consolidation or other business combination of the Company. For\npurposes of this Paragraph (b), 'Stockholder's knowledge' means, in the case of\nan individual Stockholder, the actual knowledge of such Stockholder or, in the\ncase of any other Stockholder, the actual knowledge of the officers and\ndirectors of such Stockholder.\n\n                   (c) Obligations of Transferees. Except for Transfers\ndescribed in the last sentence of this paragraph, no Transfer by a Stockholder\n(including a permitted Transfer pursuant to clause (a), (b) or (c) of Section\n3), shall be effective unless the Transferee shall have executed and delivered\nto the Company an appropriate document in form and substance reasonably\nsatisfactory to the Company confirming that the Transferee takes such Shares\nsubject to all the terms and conditions of this Agreement and the Registration\nRights Agreement to the same extent as its transferor was bound by such\nprovisions (including without limitation that the Transferred Shares bear\nlegends substantially in the forms required by Section 4(a) of this Agreement).\nTransfers by such Transferees shall be subject to the terms of this Agreement.\nThe requirements set forth in this paragraph shall not apply to Transfers (i) in\nconformity with Rule 144 (a 'Rule 144 Transfer') under the Securities Act, (ii)\npursuant to an effective registration statement under the Securities Act, or\n(iii) to another Stockholder permitted by clause (a) or (b) of Section 3 of this\nAgreement or (iv) permitted by clause (d) of Section 3.\n\n                                      -3-\n\n\n                   Section 2. Compliance with Securities Laws. No Stockholder\nshall at any time during or following the Restricted Period make any Transfer\n(other than a Transfer permitted pursuant to clause (d) of Section 3), except\n(a) Transfers pursuant to an effective registration statement under the\nSecurities Act, (b) Rule 144 Transfers or (c) if such Stockholder shall have\nfurnished the Company with an opinion of counsel, if reasonably requested by the\nCompany, which opinion and counsel shall be reasonably satisfactory to the\nCompany, to the effect that the Transfer is otherwise exempt from registration\nunder the Securities Act and that the Transfer otherwise complies with the terms\nof this Agreement.\n\n                   Section 3. Permitted Transfers. The restrictions on Transfers\nset forth in Section 1(a) of this Agreement shall not apply to a Transfer (a) of\nAnasta Shares to (i) any Stockholder or any permitted Transferee of a\nStockholder pursuant to clause (b) or (c) of this Section 3 or (ii) any Person\nso long as immediately following such Transfer the Anasta Shares are\nBeneficially Owned by Anasta; (b) of Partner Shares to any Person so long as\nimmediately following such Transfer the Partner Shares are Beneficially Owned by\nWestleigh, Gadwal, TJH and JJH in the respective percentages set forth in\nExhibit 1 hereto; (c) by a Management Stockholder to a legal representative of\nsuch Management Stockholder in the event such Management Stockholder becomes\nmentally incompetent or to such Management Stockholder's personal representative\nfollowing the death of such Management Stockholder in which event such\nTransferred Shares shall be deemed to be Beneficially Owned by such Management\nStockholder following such Transfer for purposes of clause (b) above; or (d) in\nconnection with any merger, consolidation or other business combination of the\nCompany.\n\n                   Section 4. Other Restrictions.\n\n                   (a) Legends. Each of the Stockholders hereby agrees that each\noutstanding certificate representing Shares and issued during the Restricted\nPeriod shall bear legends reading substantially as follows:\n\n                       (i) The securities represented by this certificate have\n         not been registered under the Securities Act of 1933, as amended, or\n         under the securities laws of any state and may not be transferred, sold\n         or otherwise disposed of except while such a registration is in effect\n         or pursuant to an exemption from registration under said Act and\n         applicable state securities laws.\n\n                       (ii) The securities represented by this certificate are\n         subject to the terms and conditions set forth in a Lock-up Agreement,\n         dated as of January 31, 1998, copies of which may be obtained from the\n         issuer or from the holder of this security. No transfer of such\n         securities will be made on the books of the issuer unless accompanied\n         by evidence of compliance with the terms of such agreement.\n\n                   (b) Termination of Restrictive Legends. The restrictions\nreferred to in Section 4(a)(i) shall cease and terminate as to any particular\nShares (x) when, in the opinion of counsel for the Company, such restriction is\nno longer required in order to assure compliance with the Securities Act or (y)\nwhen such Shares shall have been transferred in a Rule 144 Transfer or\neffectively registered under the Securities Act. The restrictions referred to in\nSection 4(a)(ii) \n\n                                      -4-\n\n\nshall cease and terminate at the end of the Restricted Period. Whenever such\nrestrictions shall cease and terminate as to any Shares, the Stockholder holding\nsuch shares shall be entitled to receive from the Company, in exchange for such\nlegended certificates, without expense (other than applicable transfer taxes, if\nany, if such unlegended Shares are being delivered and transferred to any Person\nother than the registered holder thereof), new certificates for a like number of\nShares not bearing the relevant legend(s) set forth in Section 4(a). The Company\nmay request from any Stockholder a certificate or an opinion of such\nStockholder's counsel with respect to any relevant matters in connection with\nthe removal of the legend(s) set forth in Section 4(a)(i) from such\nStockholder's stock certificates, any such certificate or opinion of counsel to\nbe reasonably satisfactory to the Company.\n\n                   (c) Copy of Agreement. A copy of this Agreement shall be\nfiled with the corporate secretary of the Company and shall be kept with the\nrecords of the Company and shall be made available for inspection by any\nstockholder of the Company.\n\n                   (d) Recordation. The Company shall not record upon its books\nany Transfer to any Person except Transfers in accordance with this Agreement.\n\n                   Section 5. No Other Rights. The Stockholders understand and\nagree that the Company is under no obligation to register the sale, transfer or\nother disposition of the Shares by such Stockholder or on such Stockholder's\nbehalf under the Securities Act or to take any other action necessary in order\nto make compliance with an exemption from such registration available, other\nthan pursuant to the Registration Rights Agreement.\n\n                   Section 6. Effectiveness; Term. This Agreement shall become\neffective simultaneously with the consummation of the Stock Purchases under the\nStock Purchase Agreement and shall terminate without liability or penalty on the\npart of any party or its directors, officers, fiduciaries, employees and\nstockholders to any other party or such other party's Affiliates upon\ntermination of the Stock Purchase Agreement prior to the consummation of the\nStock Purchases pursuant to Article XI thereof.\n\n                   Section 7. Specific Performance. The Stockholders acknowledge\nthat there would be no adequate remedy at law if any Stockholder fails to\nperform any of its obligations hereunder, and accordingly agree that the\nCompany, in addition to any other remedy to which it may be entitled at law or\nin equity, shall be entitled to compel specific performance of the obligations\nof any Stockholder under this Agreement in accordance with the terms and\nconditions of this Agreement. Any remedy under this Section 7 is subject to\ncertain equitable defenses and to the discretion of the court before which any\nproceedings therefor may be brought.\n\n                   Section 8. Notices. All notices, statements, instructions or\nother documents required to be given hereunder shall be in writing and shall be\ngiven either personally or by mailing the same in a sealed envelope, first-class\nmail, postage prepaid and either certified or registered, return receipt\nrequested, or by telecopy, and shall be addressed to the Company at its\nprincipal offices and to one or more Stockholders at the respective addresses\nfurnished to the Company by such Stockholders.\n\n                                      -5-\n\n\n                   Section 9. Successors and Assigns. This Agreement shall be\nbinding upon and shall inure to the benefit of the parties and their respective\nsuccessors and assigns.\n\n                   Section 10. Recapitalizations and Exchanges Affecting Shares.\nThe provisions of this Agreement shall apply, to the full extent set forth\nherein with respect to the Shares, to any and all shares of capital stock or\nequity securities of the Company which may be issued by reason of any stock\ndividend, stock split, reverse stock split, combination, recapitalization,\nreclassification or otherwise.\n\n                   Section 11. Governing Law. This Agreement 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                   Section 12. Jurisdiction; Waiver of Trial by Jury. The\nparties hereby consent to the jurisdiction of the United States District Court\nfor the Southern District of New York and any of the courts of the state of New\nYork in any dispute arising under this Agreement and agree further that service\nof process or notice in any such action, suit or proceeding shall be effective\nif in writing and delivered in person or sent as provided in Section 8 hereof.\nANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF\nTHIS AGREEMENT OR IN CONNECTION HEREWITH IS HEREBY WAIVED.\n\n                   Section 13. Descriptive Headings, Etc. The headings in this\nAgreement are for convenience of reference only and shall not limit or otherwise\naffect the meaning of terms contained herein. Unless the context of this\nAgreement otherwise requires, references to 'hereof,' 'herein,' 'hereby,'\n'hereunder' and similar terms shall refer to this entire Agreement.\n\n                   Section 14. Amendment. This Agreement may not be amended or\nsupplemented except by an instrument in writing signed by each of the parties\nhereto; provided, however, that no amendment may be made to Paragraph (a) of\nSection 1, Section 3 or this Section 14 without the approval of a majority of\nthe votes cast at a meeting of the Company's stockholders excluding votes cast\nby the Stockholders or their Affiliates.\n\n                   Section 15. Severability. If any term or provision of this\nAgreement shall to any extent be invalid or unenforceable, the remainder of this\nAgreement shall not be affected thereby, and each term and provision of this\nAgreement shall be valid and enforceable to the fullest extent permitted by law.\n\n                   Section 16. Complete Agreement; Counterparts. This Agreement\n(together with the Stock Purchase Agreement and the Registration Rights\nAgreement) constitutes the entire agreement and supersedes all other agreements\nand understandings, both written and oral, among the parties or any of them,\nwith respect to the subject matter hereof. This Agreement may be executed by any\none or more of the parties hereto in any number of counterparts, each of which\nshall be deemed to be an original, but all such counterparts shall together\nconstitute one and the same instrument.\n\n                                      -6-\n\n\n                  IN WITNESS WHEREOF, the parties hereto have caused this\ninstrument to be duly executed on the date first written above.\n\n\n                                           TOMMY HILFIGER CORPORATION\n\n                                           By:  \/s\/ Joel J. Horowitz\n                                                Name:    Joel J. Horowitz\n                                                Title:   Chief Executive Officer\n                                                         and President\n\n\n                                           PEPE JEANS LONDON CORPORATION\n\n                                           By:  \/s\/ Lawrence S. Stroll\n                                                Name:    Lawrence S. Stroll\n                                                Title:   Group CEO\n\n\n                                           BLACKWATCH INVESTMENTS LIMITED\n\n                                           By:  \/s\/ Lawrence S. Stroll\n                                                Name:    Lawrence S. Stroll\n                                                Title:   Chairman\n\n\n                                           AIHL INVESTMENT GROUP LIMITED\n\n                                           By:  \/s\/ Lawrence S. Stroll\n                                                Name:    Lawrence S. Stroll\n                                                Title:   Chairman\n\n\n                                           ANASTA HOLDINGS LIMITED\n\n                                           By:  \/s\/ Gath A. T. Hewlett\n                                                Name:    Gath A. T. Hewlett\n                                                Title:   Vice President and \n                                                         Treasurer\n\n                                           SPORTSWEAR HOLDINGS LIMITED\n\n                                           By:  \/s\/ Silas K. F. Chou\n                                                Name:    Silas K. F. Chou\n                                                Title:   Director\n\n                                      -7-\n\n\n                                           WESTLEIGH LIMITED\n\n                                           By:  \/s\/ Silas K. F. Chou\n                                                Name:    Silas K. F. Chou\n                                                Title:   Director\n\n\n                                           GADWAL LIMITED\n\n                                           By:  \/s\/ Lawrence S. Stroll\n                                                Name:    Lawrence S. Stroll\n                                                Title:   Director\n\n\n                                           \/s\/ Thomas J. Hilfiger\n                                           Thomas J. Hilfiger\n\n\n                                           \/s\/ Joel J. Horowitz\n                                           Joel J. Horowitz\n\n\n\n\n\n\n\n\n                                      -8-\n\n\n\n                                    Exhibit 1\n\n\n              Stockholder                        Beneficial Ownership\n              -----------                        --------------------\n              Westleigh                               35.0%\n\n              Gadwal                                  35.0%\n\n              TJH                                     22.5%\n\n              JJH                                      7.5%\n\n\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":[9622,9627],"class_list":["post-43451","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hilfiger-tommy-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43451","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=43451"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43451"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43451"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43451"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}