EXHIBIT 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***]  INDICATES THAT INFORMATION HAS BEEN REDACTED.

FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT

Reference is made to the Amended and Restated License Agreement dated January 13, 2015 between Tapestry, Inc. (f/k/a Coach, Inc.) (“Licensor”) and Movado Group, Inc. and Swissam Products Limited (collectively “Licensee”) (the “License Agreement”).  This first amendment to the License Agreement (the “First Amendment”) is effective as of the earliest date that each of the Parties has executed this First Amendment (the “First Amendment Effective Date”).  The term “Parties” as used herein shall collectively refer to Licensor and Licensee.

WHEREAS, the Parties desire to amend and extend the terms of the License Agreement;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

“Licensee acknowledges that its standard terms of sale shall be to require all retail outlets to whom it sells Licensed Products to agree to only sell such Licensed Products to the end-using consumer or to other Authorized COACH Retailers.”

Beginning with Contract Year 2021, the Parties have established the following minimums pertaining to Licensee’s sales of Licensed Products to Non-Licensor Channels:

“Domestic Non-Licensor Channel Sales” shall mean Licensee’s sales to Non-Licensor Channels located in the United States, its territories, and possessions.

“International Non-Licensor Channel Sales” shall mean Licensee’s sales to Non-Licensor Channels located outside the United States, its territories, and possessions.

Subject to Sections 11.1 and 11.2, for Contract Years FY 2021 through FY 2025 the base royalty rate applied to Licensee’s sales shall be [***] percent ([***]%) on sales of all Licensed Products sold to Non-Licensor Channels.

Beginning with Contract Year 2021, Licensee agrees that at a minimum it will make the following advertising expenditures in connection with the Licensed Products:

In addition, Licensee shall make additional advertising expenditures of $[***] in each of Contract Year [***] and Contract Year [***] (i.e., $[***] for the [***] years combined) on other marketing.  The Quarterly Marketing Summary furnished to Licensor shall include such additional advertising expenditures.

In the event Licensee fails to make the foregoing minimum advertising expenditures in connection with the Licensed Products in any Contract Year, Licensee shall have the first [***] months of the following Contract Year to make advertising expenditures sufficient to cover the shortfall.  Any such advertising expenditures made to cover a previous Contract Year’s shortfall shall not be credited toward Licensee’s minimum required advertising expenditures for the Contract Year in which such shortfall expenditures are made.  “Net sales” as used in this paragraph shall mean all sales on the basis of which the royalty is calculated under Paragraphs 11.1 and 11.2 hereof.  All amounts are shown in U.S. Dollars.

Effective as of the First Amendment Effective Date, the last two bullets in Section 12.4 of the License Agreement (regarding $[***] in upgrades and replacements of Licensed Product fixtures and displays in Licensor Channels and $[***] in Licensed Product fixtures and displays in Non-Licensor Channel doors) are deleted.

14.1 This Agreement shall remain in full force and effect from the date this Agreement is entered into by the parties until June 30, 2025, unless earlier terminated as provided herein.

14(3)(h)(1): If in any [***] Contract Years Licensee’s sales of Licensed Merchandise to Domestic Non-Licensor Channels fails to equal or exceed [***]% of Licensee’s Minimum Domestic Non-Licensor Channel Sales set forth in Section 10.1 as amended.  Notwithstanding the foregoing, provided that Licensee satisfies its obligations pursuant to Section 11.5 of the Agreement to pay Licensor the full amount of minimum royalties due in any Contract Year, Licensee’s failure to satisfy its obligations under this Section 14(3)(h)(1) with respect to Domestic Non-Licensor Channel Sales shall not be considered an event of default.

14(3)(h)(2): If in any [***] Contract Years Licensee’s sales of Licensed Merchandise to International Non-Licensor Channels fails to equal or exceed [***]% of Licensee’s Minimum International Non-Licensor Channel Sales set forth in Section 10.1 as amended.  Notwithstanding the foregoing, provided that Licensee satisfies its obligations pursuant to Section 11.5 of the Agreement to pay Licensor the full amount of minimum royalties due in any Contract Year, Licensee’s failure to satisfy its obligations under this Section 14(3)(h) (2) with respect to International Non-Licensor Channel Sales shall not be considered an event of default.

14(3)(h)(3): If in any [***] Contract Years Licensee’s sales of Licensed Merchandise to both Domestic Non-Licensor Channels and International Non-Licensor Channels combined fails to equal or exceed Licensee’s total Minimum Non-Licensor Channel Sales set forth in Section 10.1 as amended.  Notwithstanding the foregoing, provided that Licensee satisfies its obligations pursuant to Section 11.5 of the Agreement to pay Licensor the full amount of minimum royalties due in any Contract Year, Licensee’s failure to satisfy its obligations under this Section 14(3)(h)(3) shall not be considered an event of default.

14.3(h)(4): The Parties acknowledge and agree that nothing in this Section 14(3)(h) shall limit, diminish, or otherwise affect Licensee’s obligations to pay any additional sum of royalties owed to Licensor in any Contract Year subject to Section 11.5 of the License Agreement.

14(3)(i): If in any Contract Year Licensee (a) fails to make the required annual advertising expenditures in connection with the Licensed Products, and (b) fails to timely cure such shortfall, all as set forth in Section 12.4 as amended.

14.3(g)  “Licensee intentionally participates in the diversion of Licensed Products or knowingly permits a third party to do so on [***] or more occasions in any Contract Year.”

“20.7 Licensee acknowledges that it has been made aware of the Tapestry, Inc. Supplier Code of Conduct, Global Operating Principles, Anti-Corruption Policy, and Animal Welfare Policy (the “Tapestry Standards”), which are located at www.tapestry.com/investors under Corporate Governance, Global Business Integrity Program.  Licensee hereby represents and warrants that it has reviewed and understands the Tapestry Standards, and that it is presently in compliance and will remain in compliance with the Tapestry Standards for the term of this Agreement.  Licensee further represents and warrants that it shall provide the Tapestry Standards to any subcontractor and shall confirm such subcontractor's compliance with the Tapestry Standards.  Furthermore, Licensee agrees to notify Licensor immediately if Licensee becomes aware that a violation by Licensee or any subcontractor of the standards set forth in the Tapestry Standards has occurred during the term of this Agreement.  The Tapestry Standards are hereby incorporated herein by reference.  Licensor reserves the right to update and/or expand upon these Tapestry Standards from time to time and any such updates or additions shall be posted at the site noted above; provided that Licensor shall use all commercially reasonable efforts to inform Licensee of any material changes to the Tapestry Standards.  Subject to the foregoing, Licensee may engage subcontractors and suppliers to produce Approved Licensed Merchandise hereunder; provided, however, that (i) any subcontractor or supplier undertaking any work under this Agreement shall abide by the requirements and standards set forth herein including the Tapestry Standards, and any standards concerning products, quality, and trademark protection; and (ii) compliance with the terms and conditions of this Agreement will remain the sole and exclusive responsibility of Licensee, and Licensee will be responsible for the acts and omissions of all subcontractors and suppliers, and such acts and omissions will for purposes of this Agreement be deemed to be acts and omissions of Licensee, such that the supervision of production of Licensed Merchandise will remain under the control and the responsibility of Licensee in accordance with the terms of this Agreement. Licensee will supply Licensor within thirty (30) days of the date this Agreement is executed, and at any time during the Term upon the request of the Licensor, with a list of subcontractors and suppliers employed by Licensee in connection with its operations hereunder, and Licensee will complete the “Factory Profile” attached as Exhibit 1 to the First Amendment hereto for each subcontractor and supplier.  Licensee will immediately cease its relationship with any subcontractor or supplier in connection with its operations hereunder (i) if any such subcontractor or supplier fails to comply in all material respects with the Tapestry Standards and any other terms and conditions contained herein to be complied with by Licensee, or (ii) upon Licensor’s reasonable request upon written notice.”

“20.9 All notices required under this Agreement shall be in writing and dispatched by overnight courier addressed to Licensee or Licensor as set forth below, and shall be effective upon receipt:

This Schedule 1 is attached to and made part of this First Amendment by and between Tapestry, Inc. (“Licensor”) and Movado Group, Inc. and Swissam Products Limited (collectively “Licensee”) effective as of the First Amendment Effective Date.

Schedule 1

LICENSED MARKS

COACH

COACH NEW YORK

COACH POPPY

POPPY

This Exhibit 1 is attached to and made part of this First Amendment by and between Tapestry, Inc. (“Licensor”) and Movado Group, Inc. and Swissam Products Limited (collectively “Licensee”) effective as of the First Amendment Effective Date.

Exhibit 1

LICENSEE/FACTORY PROFILE

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