Alliance Agreement - Foot Locker Retail Inc. and Converse Inc.
FOOT LOCKER RETAIL INC. CONVERSE ALLIANCE AGREEMENT
This agreement is between Foot Locker Retail Inc., including its Foot Locker and
Champs retail stores only, unless mutually agreed upon by the parties, and
Converse Inc.
Products: Converse shall provide Foot Locker Retail Inc. with
exclusivity on Converse Performance Basketball footwear
among mall-based, athletic specialty retail stores in
the United States. This exclusivity shall include
Heritage Performance Basketball products, i.e., the
Pro-Leather and Weapon.
Converse shall create a new line of "All Star" branded
Performance Basketball footwear, which shall be sold
exclusively by Foot Locker Retail Inc. in its retail
stores, unless otherwise agreed upon by mutual consent.
These products shall include pinnacle products.
Converse shall introduce its new technologies and
performance enhancements through the "All Star" line of
Basketball footwear.
Converse shall provide Foot Locker Retail Inc. with the
exclusive right to sell in its retail stores in the
United States its basic and performance athletic
apparel. This apparel shall be developed, styled and
priced with the participation and approval of both
companies including trademark licensing and payment
terms.
[REDACTED] As set forth in Exhibit A.
Apparel/ As set forth in Exhibit A.
Accessories Fees:
Marketing: Foot Locker Retail Inc. shall purchase an assortment of
products sufficient to make Converse a significant
presence in its stores. Foot Locker Retail Inc. shall
work with Converse to take advantage of in-store
visual, promotional and other marketing opportunities.
Term: This agreement shall extend through December 31, 2005
unless either party terminates this agreement upon 30
days written notice.
Sales Volume: Foot Locker Retail Inc. shall increase its annual
[REDACTED] purchases of footwear products from Converse
in the United States for each successive calendar year
as set forth in Exhibit A.
Foot Locker Retail Inc. shall increase its audited
[REDACTED] sales of apparel products from Converse in
the United States for each successive calendar year,
this agreement is in effect in line with Exhibit A.
Terms: The terms and conditions of Foot Locker's Purchase
Order are incorporated herein by reference.
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Both sides shall act in good faith and exercise its best efforts in fulfilling
the terms and objectives of this agreement. Agreed on this 26 day of April,
2002,
For Converse Inc. /s/ Marsden Cason For Foot Locker Retail Inc. /s/ Tim Finn
For Converse Inc. /s/ Jack Boys For Foot Locker Retail Inc. ____________
<PAGE>
\ EXHIBIT A
[REDACTED]
SALES VOLUME
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Footwear** Apparel***
---------- ----------
2003 [REDACTED] [REDACTED]
2004 [REDACTED] [REDACTED]
2005 [REDACTED] [REDACTED]
*Commences June 1, 2002
**The minimum annual [REDACTED] purchases in 2002 shall be [REDACTED] for Foot
Locker stores and [REDACTED] for Champs stores.
***The minimum annual [REDACTED] sales in 2002 shall be [REDACTED] for Foot
Locker stores and [REDACTED] for Champs stores.
APPAREL/ACCESSORIES FEES*
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ITEM FEE AMOUNT
---------- ----------
[REDACTED] [REDACTED]
[REDACTED] [REDACTED]
[REDACTED] [REDACTED]
*The audited [REDACTED] Fee shall be paid by Foot Locker Retail Inc. to Converse
Inc. quarterly upon Foot Locker Retail Inc.'s sale of [REDACTED]. [REDACTED]