SIGNAL/▇▇▇▇▇▇▇ EXPENSE SHARING ARRANGEMENT
Signal Apparel and ▇▇▇▇▇▇▇ Sport (including its' Varsity subsidiary) have agreed
to a joint operating structure (the "Umbro Group") on a limited basis for the
mutual exploitation of their respective Umbro licenses and the Umbro Brand as
follows.
I. Board - The Umbro Group will be governed by a two man board currently
consisting of ▇▇▇▇ ▇▇▇▇▇▇ from Signal and ▇▇▇▇ ▇▇▇▇ of Varsity or the parties
replacement designees from time to time. Decisions of the board must be
unanimous to be effective.
II. Term - The Umbro Group arrangement commenced as of September 15, 1998, and
unless renewed in writing by the mutual agreement of the parties, will expire on
September 30, 1999 except for those obligations specifically provided otherwise
herein.
▇▇▇▇▇▇▇ acknowledges that Umbro International has a buy-out option of the Signal
Umbro license exercisable at any time after September 30, 1999 and that Signal's
obligations for the Umbro Group (other than accrued but unpaid obligations) will
cease as of the closing of any buy-out, except as specifically provided
otherwise in Sections IV and V.
III. Cost Sharing - Both parties must agree on the Umbro Group budget, on any
expense or other obligation of the Umbro Group as well as the terms of all
contractual arrangements applicable to the Umbro Group. The parties agree to
cooperatively provide staffing and other assistance to fulfill the non-monetary
obligations referenced in this agreement.
During 1998 and 1999, unless mutually agreed otherwise for any specific item,
Signal will initially pay 60% of the expenses for any item mutually agreed to be
included in the Umbro Group expenses, and ▇▇▇▇▇▇▇ will pay 40% of those
expenses, subject to a year-end adjustment.
During 1998 and 1999, responsibility for paying each specific expense will be
allocated between the parties as close as possible to the agreed 60/40 split. By
the 15th of each month, each party will provide to the other a statement of the
Umbro Group expenses paid by that party during the preceding month.
No later than the 30th day following each calendar quarter, any party paying
more than their share of the agreed 60/40 split will be reimbursed by the other
for their excess payments.
No later than January 30, 2000, each party will provide to the other their
Annual Net Sales (as defined in the parties' Umbro license agreements) of Umbro
products during 1999.
The expenses of the Umbro Group for 1998 and 1999 will be re-allocated based
upon the percentage that each of Signal's and ▇▇▇▇▇▇▇'▇ Umbro Annual Net Sales
constitute of the total Signal and ▇▇▇▇▇▇▇ Umbro Annual Net Sales, provided:
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▇. ▇▇▇▇▇▇▇'▇ share of Umbro Group expenses will not exceed 50% of
the total expenses;
b. Signal's share of the expenses will not exceed 60% of the total
expenses.
Any monies owed Signal by ▇▇▇▇▇▇▇ based upon the re-allocation of 1998 and ▇▇▇▇
▇▇▇▇▇ Group expenses will be due no later than February 28, 2000.
Should the parties agree to renew the Umbro Group arrangement for 2000, the
final percentage allocation of 1999 expenses will be the allocation for 2000,
again, subject to a year-end adjustment on the same basis as for 1999.
IV. Employees - Attached as Exhibit I are those employees mutually agreed to be
included in the Umbro Group. Notwithstanding the provisions of Section II, and
subject to the renewal of this arrangement, either party's commitment to share
the salary, fringe benefits and related expenses for any employee(s) will end on
the earlier of (a) six months from the date of written notice to the other party
or (b) December 31, 1999, except for those employee's under written contract.
The parties agree to share the expenses on the 60/40 basis described above for
the Umbro Group written contractual arrangements with ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ through the terms of those contracts, subject to
year-end adjustment.
At any time after January 1, 1999, at Signal's option, ▇▇▇▇ ▇▇▇▇▇ may be removed
from the Umbro Group and will become the sole financial responsibility of
▇▇▇▇▇▇▇.
Any employees not on the attached exhibit are the sole financial responsibility
of the party retaining the employee.
The parties have agreed to contract lease the attached list of employees.
V. Office Space - The parties have agreed to lease office space for the Umbro
Group in Greenville, South Carolina for a two year term. Notwithstanding the
provisions of Section II, the parties jointly agree to be responsible for the
base rent and expenses specifically set forth in the office space lease and any
leased equipment utilized in said office (collectively "lease expenses") as
follows:
a. Signal will be responsible for 60% of lease expenses for the
first year of the office space lease and ▇▇▇▇▇▇▇ will be
responsible for 40% of the lease expenses for the first year of
the office space lease, subject to year-end adjustment.
b. For the second year of the office space lease, the parties
respective shares will be determined as follows: the percentage
of Umbro Group employees to total employees working at the
offices will determine the percentage of lease expenses Signal
will share with ▇▇▇▇▇▇▇. Of the percentage to be shared, each
party's share will be determined in accordance with the formula
set forth in Section III. The above is subject to year-end
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adjustment at the end of calendar year 2000. The percentage of
lease expenses not allocated to the Umbro Group will be allocated
between the parties based upon their respective number of
party-specific employees.
c. Notwithstanding (a) and (b) above, Signal obligation to share
office expenses will end at the later of (i) the closing of the
buy-out option, or (ii) the end of the first year of the office
space lease, and in any event on the expiration of the two year
term of the office space lease.
VI. Advertising and Promotion - During 1998 and 1999, the parties agree to spend
on brand and sports marketing approximately the amounts set forth on Exhibit II
generally on the activities (or similar activities) listed on Exhibit II.
Commencing January 1, 2000 and during each calendar year of the initial term and
renewal term of the Signal license agreement, Signal will spend $600,000, and
▇▇▇▇▇▇▇ will spend $400,000 for the promotion of the Umbro Brand. The foregoing
amounts will be pro-rated in the event either party's license agreement is
effective only for a partial calendar year. This amount will be spent
individually or jointly in the parties independent discretion on market
research, creative development, sports marketing, sales meetings, sales
catalogs, public relations activities, sponsorships (including ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
and USISL), media advertising, trade show activities (excluding Super Show),
retail promotions and similar activities, provided all such expenditures must
generally be for the development of the Umbro Brand in both the team and branded
markets. Joint expenditures must be approved by the Umbro Group board. The
parties acknowledge and agree that each will continue to exercise its
independent discretion in determining the prices and terms upon which its
products will be sold. The foregoing is subject to year-end adjustment.
VII. Miami Fusion - The parties have certain obligations concerning the Miami
Fushion in their respective Umbro license agreements which they agree to share
on a 60/40 basis subject to year-end adjustment. For products required to be
supplied to the Fusion, the parties will provide products from their respective
product lines as appropriate with the total costs of such products (valued at
cost plus shipping) to be shared on the 60/40 basis, subject to the year-end
adjustment. Any reimbursement of costs necessary to restore product or other
expenses to the 60/40 ratio will be made 30 days following the applicable
calendar quarter. The obligations of the parties will continue for so long as
required in their respective license agreements.
VIII. USISL - The obligations of the parties as set forth in their respective
license agreements with respect to the USISL will be shared on a 50/50 basis
without year-end adjustment. The parties will provide products from their
respective product lines, as appropriate and will be reimbursed 30 days
following the end of the applicable calendar quarter to restore expenses to the
50/50 ratio.
IX. Super Show - The expenses of the Super Show, other than contractual
requirements under the license and expenses specifically attributable to each
party, which the parties agree are Umbro Group Expenses will be shared on a
50/50 basis without year-end adjustment, less contributions to such expenses by
Umbro or other licensees.
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Any reimbursement necessary to restore expenses to the 50/50 ratio will be made
30 days following the end of the applicable calendar quarter.
▇. ▇▇▇▇▇▇ - The parties agree to share the expenses and obligations set forth in
their respective license agreements concerning the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ sponsorship on
a 60/40 basis, subject to a year-end adjustment.
XI. MIS/Computer - Attached as Exhibit III are agreed Umbro Group MIS/computer
expenses, which will be shared on a 60/40 basis, subject to year-end adjustment.
XII. General Provisions - Attached as Exhibit IV are additional agreed Umbro
Group expenses to be shared on a 60/40 basis, subject to year-end adjustment.
In addition, the parties agree to establish a bank account for the Umbro Group
with a maximum balance of approximately $5,000 to be used in the discretion of
▇▇▇ ▇▇▇▇▇▇▇ for incidental minor expenses. The parties agree to contribute to
such account on a 60/40 basis. Whenever the balance for that account falls to
$2,000 or less, the parties agree to re-fund the account to the $5,000 level on
the 60/40 basis, subject to the year-end adjustment and subject to a joint cap
of $3,000 in re-funding per month.
The parties acknowledge that their respective license agreements specify certain
expenses and obligations are to be shared on a 60/40 Signal/▇▇▇▇▇▇▇ basis.
Notwithstanding the provisions of the license agreements, as between themselves,
the parties agree that the provisions of this agreement will supercede the
provisions on the sharing of costs and obligations set forth in their respective
license agreements.
The parties specifically incorporate the provisions of their respective license
agreements with respect to the sub-licensing of "Other Goods," as defined in the
license agreements.
The parties may, but are not obligated to, sell Umbro licensed products to each
other. For products, other than products screenprinted by Signal, the parties
agree to sell such products on a purchase cost plus 10% basis, plus shipping.
The sales price of screenprinted products will be mutually agreed between the
parties at the time of sale.
▇▇▇▇▇▇▇ desires to use the screenprinted graphics developed by Signal for
▇▇▇▇▇▇▇'▇ sales to its accounts. The parties agree to share the creative art and
production art expenses incurred through 1999 on a 60/40 basis, subject to
year-end adjustment and subject to a total cap on such expenses of $155,000 for
1998 and 1999 unless a higher amount is approved in writing by ▇▇▇▇▇▇▇. For such
expenses incurred during 2000, the parties agree to share such expenses in
proportion to their respective screenprinted products sales in 1999, subject to
year-end adjustment for actual screenprinted product sales during 2000.
Any items purchased by the parties for the Umbro Group will be split between the
parties at the termination of this Agreement in proportion to the percentages of
cost sharing in effect between the parties at the date of termination.
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XIII. Arbitration -
(a) In the event of any dispute, in connection with this Agreement,
such dispute shall upon demand of either party, be submitted to
final and binding arbitration to be conducted in accordance with
the Rules of Arbitration of the American Arbitration Association,
as then in effect, as modified herein or by mutual agreement of
the parties (the "Rules") which arbitration shall be the sole and
exclusive forum for the resolution of such dispute, but each
party retains the right to seek judicial assistance (i) to compel
arbitration, (ii) to obtain interim measures of protection
pending arbitration, and (iii) to enforce any decision of the
arbitrators, including the final award.
(b) Each party shall appoint one (1) arbitrator and the
party-appointed arbitrators shall appoint within thirty (30) days
of their appointment a third arbitrator. If ▇▇▇▇▇▇▇ or Signal
fails to nominate an arbitrator, or the two party-nominated
arbitrators are unable to select a third arbitrator within such
thirty (30) days, the arbitrator or arbitrators in question shall
be appointed by AAA in accordance with the Rules.
(c) In addition to the authority conferred on the arbitrator or
arbitrators by the Rules, the parties shall be entitled to
reasonable discovery and the arbitrator or arbitrators shall have
the authority to order such discovery and production of
documents, including the deposition of party witnesses, as it may
deem just and equitable, absent agreement otherwise by the
parties.
(d) The exclusive seat of the arbitration shall be New York City.
(e) The arbitral award shall be in writing and shall be final and
binding on the parties and may include an award of costs,
including reasonable attorneys' fees and disbursements.
(f) Judgment upon the award may be entered by any court having
jurisdiction thereof or having jurisdiction over the parties or
their assets.
Agreed to on behalf of Agreed to on behalf of
SIGNAL APPREL COMPANY, INC. ▇▇▇▇▇▇▇ SPORTS, INC./
VARSITY
By: /s/ By: /s/
----------------------------- ----------------------------
Title: Title:
-------------------------- -------------------------
Date: Date:
--------------------------- --------------------------
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2.4(d) Net Retail Sales for purposes of this section only shall mean
gross sales of Umbro Products less (i) cash or credit refunds
to customers for Umbro Products returned or discounts provided
customers in connection with the sale of Umbro Products (ii)
discounts, fees and other charges paid to credit card
companies in connection with purchases of Umbro Products;
(iii) returns and allowances to shippers or manufacturers;
(iv) sales or excise taxes in connection with sales of Umbro
Products; (v) discounts on sales to employees; and (vi)
close-out or bulk sales of merchandise not sold at retail and
at no profit to Licensee.
3.1 provided any such modification (a) will be made in good faith,
(b) will be part of and consistent with Umbro's global
marketing strategy generally in effect in all countries where
Umbro products are marketed and (c) will not be a unilateral
action primarily applicable only in the Territory.
6.4 Approval of First Run Production Samples. Licensee shall
submit to UMBRO first run production samples of each Product
manufactured by Licensee or any Authorized Manufacturer acting
for Licensee. At the time of submission, Licensee shall
indicate any known material deviation from applicable
Standards. Such Products will be deemed approved so long as
such Products comply in all material respects to such
Standards and the approved line drawings and specifications
set forth in Section 7.3
Definition of Standards (page 42) "provided any such addition to,
modification or deletion of such standards and specifications will be
part of and consistent with Umbro's global standards and specifications
generally in effect in all countries where Umbro products are marketed
and no change to standards and specifications will be primarily
applicable only in the Territory."
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EXHIBIT III
Umbro Shared MIS Projects
Listed below are the expected MIS shared projects in Greenville for Umbro:
1. PC's and printer for Customer Service were purchased at the Umbro auction;
2. PC software licenses and network cards;
3. AS/400 one-year lease, including maintenance and operating system software,
for the new office location;
4. Line printer for system;
5. APPCON manufacturing software, one-year lease; and
6. Use of old Umbro computer and software until November 1, 1998.
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EXHIBIT IV
Office moving costs and set-up expenses.
Leased office equipment.
Office utilities and services.
Office supplies.
Travel and entertainment of Umbro Group employees.
Insurance - office equipment.
Taxes/Licenses for office.
Maintenance and repair of office equipment.
Office furniture purchase.
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