Trademark License Agreement [Amendment No. 1] - Mrs. Fields Development Corp. and Plunkett Inc.
FIRST AMENDMENT TO
TRADEMARK LICENSING AGREEMENT
This Amendment to Trademark License Agreement ("Amendment") is entered into as
of this 28th day of March, 1996, by and between Mrs. Field's Development
Corporation, a Delaware corporation ("Mrs. Fields") and Legacy Brands, Inc., a
California corporation formerly known as Plunkett, Inc. ("Legacy").
RECITALS
This Amendment is made with respect to the following facts and circumstances:
A. In August 1994, Mrs. Fields and Legacy entered into that certain
Trademark License Agreement ("License Agreement").
B. Mrs. Fields and Legacy desire to amend and modify the provisions of the
License Agreement as set forth in this Amendment.
Now, Therefore, the parties hereto agree as follows:
1. First Right of Refusal. Effective as of the date of this Amendment, the
First Right of Refusal as provided in 2b of the License Agreement with respect
to the European countries is terminated. Subsequent to this Amendment, Legacy
shall no longer have a First Right of Refusal with respect to the European
countries.
1a. Ice Cream Novelty rights will also be terminated for the Canadian
market.
2. Running Royalties. With reference to 5a of the License Agreement, the
Running Royalty shall be equal to $1.00 for each Retail Unit (as defined below)
sold less damages, returns and credits. For purposes of this paragraph, a
"Retail Unit" shall refer to a case containing 12 pounds of Royalty Bearing
Products. In the event that Legacy distributes cases containing less or more
than 12 pounds, then the Running Royalty will be adjusted proportionately in
accordance with the number of pounds of Royalty Bearing Products packaged in the
applicable case.
3. Volume Commitment. With reference to 6a of the License Agreement, the
minimum number of cases (i.e., Retail unit) of Royalty Bearing Products during
the Initial Term and during each Option Period shall be amended to be as
follows:
Initial Term
------------
1995 0 cases
1996 0 cases
1997 285,000 cases
1998 350,000 cases
1999 425,000 cases
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1ST OPTION PERIOD
-----------------
2000 435,500 cases
2001 442,170 cases
2002 451,013 cases
2003 460,034 cases
2004 469,234 cases
2ND OPTION PERIOD
-----------------
2005 478,619 cases
2006 488,191 cases
2007 497,955 cases
2008 507,914 cases
2009 518,073 cases
3RD OPTION PERIOD
-----------------
2010 528,434 cases
2011 539,003 cases
2012 549,383 cases
2013 560,778 cases
2014 571,994 cases
4TH OPTION PERIOD
-----------------
2015 583,434 cases
and thereafter
4. Notices. Commencing as of the date of this Amendment, any and all
notices to Legacy (formerly Plunkett, Inc.) shall be addressed to:
Legacy Brands, Inc.
2200-B Douglas Blvd. Suite 100
Roseville, CA 95661
FAX: 916-782-6779
5. Definition. Unless specifically defined in this Amendment, the defined
terms as employed in this Amendment shall have the same meaning as ascribed to
such terms in the License Agreement.
6. Full Force and Effect. Except as modified by the provisions of this
Amendment, the License Agreement shall remain in full force and effect and
unmodified.
<PAGE>
7. Inconsistencies. Any inconsistencies between the provisions of this
Amendment and the provisions of the License Agreement shall be governed by the
provisions of this Amendment.
IN WITNESS WHEREOF, this First Amendment to Trademark License Agreement has
been executed by the parties hereto as of the date and year first written above.
Mrs. Fields: Legacy:
Mrs. Fields Development Corporation, Legacy Brands, Inc., a California
a Delaware corporation corporation formerly known as Plunkett,
Inc.
By: /s/ Larry Hodges By: /s/ Thomas E. Kees
--------------------------------- --------------------------------
Name: Larry Hodges Name: Thomas E. Kees
Title: President Title: President & CEO