Letter Agreement regarding amendment to Offer Letter dated March 30, 2020 between the Registrant and Kathryn Anderson

As you know, you are party to an offer letter with Guess?, Inc., a Delaware corporation (the “Company”), dated October 23, 2019 (the “Offer Letter”), which provides for an annual base salary of Five Hundred Fifty Thousand Dollars ($550,000) (the “Normal Base Salary”). You and the Company have agreed that your annual rate of base salary from the Company will be reduced to Three Hundred Eighty-Five Thousand Dollars ($385,000) effective as of April 5, 2020 and continuing through such future date as may be agreed upon by the Compensation Committee of the Board of Directors and the Executive or such earlier date you may cease to be employed by the Company, the “Expiration Date”). Following the Expiration Date, your rate of annual base salary will automatically be restored to the rate of Normal Base Salary; provided, however, that you will not be entitled to any back pay for the period of time your base salary was reduced.

If, on or prior to the Expiration Date, your employment is terminated under circumstances that would entitle you to severance payments pursuant to Sections 6 or 7 of your Offer Letter, your “base salary” for purposes of Sections 6 or 7, as applicable, shall be equal to your Normal Base Salary. In addition, any bonus or equity award that you may be entitled to with respect to the period that your base salary is reduced will be determined with reference to your Normal Base Salary, as though the reduction in your base salary had not occurred.

You hereby agree that the reduction of your base salary provided for in this letter agreement will not constitute “Good Reason” within the meaning of your Offer Letter and will not constitute a breach of your Offer Letter.

Except for the changes to your base salary described in this letter agreement, the provisions of your Offer Letter shall continue in full force and effect. This letter agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

We appreciate your dedication to the Company.

Acknowledged and Agreed:

By:    /s/Kathryn Anderson                     

Kathryn Anderson

Date:    March 30, 2020