EXHIBIT 1
TERMINATION OF AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT
This TERMINATION OF AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (this
"Termination") is entered into as of May 12, 2003 by and among the parties set
forth on Schedule A hereto (each individually a "Shareholder" and collectively
the "Shareholders"), and Guess ?, Inc., a Delaware corporation (the "Company").
1. TERMINATION
The Shareholders, collectively and individually, and, subject to the
receipt of requisite stockholder approval at the 2003 annual meeting of the
Company's stockholders (the "Stockholder Approval"), the Company hereby
terminate all of the provisions of that certain Amended and Restated
Shareholders' Agreement dated as of August 8, 1996, as amended, by and among the
Shareholders and the Company (the "Agreement"), effective immediately upon
receipt of the Stockholder Approval as evidenced by the secretary of such
stockholders' meeting. The parties hereby expressly agree that none of the
Shareholders (or their spouses, heirs, executors, and assigns), or the Company
(or any of its affiliates, successors, predecessors, or assigns, or any of their
respective trustees, shareholders, directors, officers, employees or agents)
will have any previous or continuing liabilities or obligations whatsoever or
have any previous or continuing rights whatsoever under the Agreement, and the
Agreement will be void and without further force and effect, immediately upon
receipt of the Stockholder Approval.
2. FURTHER ASSURANCES
The Shareholders and the Company shall execute and deliver such other
instructions and agreements and take any further action as may be necessary or
proper in order to terminate the Agreement.
3. COUNTERPARTS
This Termination may be executed in two or more counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all of which
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.
4. MISCELLANEOUS
This Termination will be governed by and construed in accordance with the
laws of the State of Delaware, without regard to conflict of laws principles.
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IN WITNESS WHEREOF, the parties have executed this Termination as of the
date first above written.
GUESS?, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President and Chief Operating Officer
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ TRUST (1995 Restatement)
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ GIFT TRUST FBO ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Trustee
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1996 GRANTOR RETAINED ANNUITY TRUST
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Co-Trustee
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Co-Trustee
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1990 CHILDREN'S TRUST
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Sole Advisor
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2001 CHILDREN'S TRUST
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Co-Trustee
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Co-Trustee
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ FAMILY FOUNDATION
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1990 CHILDREN'S TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Sole Advisor
▇▇▇▇ ▇▇▇▇▇▇▇▇ TRUST DATED FEBRUARY 20, 1986
▇▇▇▇ ▇▇▇▇▇▇▇▇ GRANTOR RETAINED ANNUITY TRUST NO. II
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Trustee
▇▇▇▇ ▇▇▇▇▇▇▇▇ 1996 GRANTOR RETAINED ANNUITY TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Co-Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Co-Trustee
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ TRUST DATED FEBRUARY 20, 1986
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ GIFT TRUST - ANASTASIA
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ GIFT TRUST - FRANCESCA
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ GIFT TRUST - ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ GIFT TRUST - DOMINIQUE
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ GIFT TRUST - JULIEN
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Trustee
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1996 GRANTOR RETAINED ANNUITY TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Co-Trustee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Co-Trustee
SCHEDULE A
SHAREHOLDERS
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust (1995 Restatement)
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Gift Trust FBO ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1996 Grantor Retained Annuity Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1990 Children's Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 2001 Children's Trust
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Family Foundation
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1990 Children's Trust
▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust dated February 20, 1986
▇▇▇▇ ▇▇▇▇▇▇▇▇ Grantor Retained Annuity Trust No. II
▇▇▇▇ ▇▇▇▇▇▇▇▇ 1996 Grantor Retained Annuity Trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Trust dated February 20, 1986
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Gift Trust - Anastasia
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Gift Trust - Francesca
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Gift Trust - ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Gift Trust - Dominique
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Gift Trust - Julien
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 1996 Grantor Retained Annuity Trust