Amendment and Renewal of Trademark License Agreement between Kobra International, Ltd. and Signature Eyewear, Inc.

Summary

Kobra International, Ltd. and Signature Eyewear, Inc. have agreed to renew and amend their existing Trademark License Agreement. The renewal extends the agreement for three years, from April 1, 2009, to March 31, 2012. The amendment updates the guaranteed minimum royalties for each year of the renewal and adds "Ready Readers" as a new licensed product category, specifying royalty rates for these products. Both parties reaffirm their obligation to keep key financial terms confidential, except as required by law or to certain third parties under confidentiality obligations.

EX-10.1 2 ex10-1_16094.txt LETTER Text marked by [ * * *] has been omitted pursuant to a Request for Confidential Treatment and was filed separately with the Securities and Exchange Commission. KOBRA INTERNATIONAL, LTD. D/B/A NICOLE MILLER 525 SEVENTH AVENUE NEW YORK, NY 10018 ###-###-#### July 7, 2008 Signature Eyewear, Inc. 498 North Oak Street Inglewood, Ca 90302 Attn: Michael Prince, Chief Executive Officer RE: RENEWAL AND AMENDMENT OF TRADEMARK LICENSE AGREEMENT BY AND BETWEEN KOBRA INTERNATIONAL, LTD. AND SIGNATURE EYEWEAR, INC. DATED OCTOBER 12, 2005 Dear Mr. Prince: This will confirm our agreement to renew the above-referenced Trademark License Agreement (the "Agreement"), subject to certain amended terms and conditions set forth in this amendment. Capitalized terms used in this amendment that are not defined in this amendment shall have the meanings ascribed to them in the Agreement. EXTENSION OF TERM - ----------------- We agree that the Agreement shall be renewed for an additional three (3) year period commencing April 1, 2009 and ending on March 31, 2012 (the "Renewal Period"). AMENDMENT OF SECTION 5.2 - ------------------------ Section 5.2 -- Guaranteed Minimum Royalties is amended by providing for the following Guaranteed Minimum Royalties for the Renewal Period as follows: Guaranteed Minimum Sales Period(s) Royalties ---------------- ---------------- 4/1/09 - 3/31/10 $[***], 4/1/10 - 3/31/11 $[***], 4/1/11 - 3/31/12 $[***], 1 READY READERS - ------------- Schedule 2 of the Agreement is hereby amended to add "Ready Readers," as the term is commonly understood in the industry, as a category of Licensed Products. The Agreement is hereby amended by inserting the following Section 4.1.1: 4.1.1 Ready Readers Program. Licensee shall exploit the License in the Territory by developing, distributing and selling Licensed Products in Label Level #2 in the product category "Ready Readers." Net Sales of Ready Readers shall be counted as Net Sales in determining Minimum Sales Volume and shall count toward Guaranteed Minimum Royalties. Section 5.1 of the Agreement is amended by providing that the royalty rate for Net Sales of Ready Readers shall be [***]% from July 1, 2008 through and including September 30, 2009. Thereafter, the royalty rate on Net Sales of Ready Readers after September 30, 2009 shall be the royalty rate in Section 5.1 for Distribution Level #2 ([***]%). MISCELLANEOUS - ------------- This amendment shall be effective as of the date set forth above upon execution by Licensor and Licensee. Except for the above specific amendments, the Agreement shall otherwise remain unmodified and in full force and effect. Licensor and Licensee reconfirm that their mutual obligation to maintain as strictly confidential and not to disclose publicly or to any third party the royalty rate, Minimum Sales Volume requirements, the Guaranteed Minimum Royalties requirements and the minimum advertising expenditure requirements under the Agreement except: (i) to the extent the party reasonably believes is required by law or legal process and (i) to third parties under legal or contractual confidentiality obligations to the disclosing party, such as (but without limitation) attorneys, auditors, consultants, lenders, investors and acquirors, and potential lenders, investors and acquirors, and investment bankers and brokers assisting in a financing or sale of the company. This amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Facsimile or scanned signatures shall be deemed as original. Agreed and accepted: KOBRA INTERNATIONAL, LTD. SIGNATURE EYEWEAR, INC. By: /s/ B. Brand Kunheim By: /s/ Michael Prince ---------------------- ------------------------ B. Brand Kunheim Michael Prince, Chief Executive Officer 2