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Settlement Agreement

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EXHIBIT 10.57


SETTLEMENT AGREEMENT


BY AND BETWEEN


CALVIN KLEIN TRADEMARK TRUST,


CALVIN KLEIN, INC.


AND


CALVIN KLEIN


AND


LINDA WACHNER,


THE WARNACO GROUP, INC.,


WARNACO INC.,


DESIGNER HOLDINGS, LTD.,


CKJ HOLDINGS, INC.,


JEANSWEAR HOLDINGS INC.,


CALVIN KLEIN JEANSWEAR COMPANY


AND


OUTLET HOLDINGS, INC.


JANUARY 22, 2001


REDACTED PORTIONS OF THIS EXHIBIT ARE MARKED BY AN ***.


SETTLEMENT AGREEMENT


This Settlement Agreement (the "Agreement") is entered into this 22nd day of January, 2001 by and between, on the one hand, the Calvin Klein Trademark Trust, Calvin Klein, Inc. ("CKI") and Calvin Klein (together referred to herein as "Calvin Klein") and, on the other hand, Linda Wachner, The Warnaco Group, Inc., Warnaco Inc., Designer Holdings, Ltd., CKJ Holdings, Inc., Jeanswear Holdings Inc., Calvin Klein Jeanswear Company and Outlet Holdings, Inc. (together referred to herein as "Warnaco").


WHEREAS a lawsuit captioned Calvin Klein Trademark Trust, et al. v. Linda Wachner, The Warnaco Group, et al. (Case No. 00-4052(JSR)) is pending in the United States District Court for the Southern District of New York, and a lawsuit captioned Calvin Klein, Inc. v. CKJ Holdings, Inc., et al. (Index No. 01600231) is pending in the Supreme Court of the State of New York (Index No. 01600231); and


WHEREAS Calvin Klein and Warnaco desire to resolve, fully and finally, all claims and counterclaims asserted in those lawsuits between them; and


WHEREAS Calvin Klein and Warnaco recognize it is in their mutual interest to work together cooperatively to enhance the value of the Calvin Klein brand;


IT IS HEREBY AGREED by and between Calvin Klein and Warnaco as follows:


1. Calvin Klein and Warnaco agree to work together for their mutual benefit under their existing license and other agreements, except to the extent that those agreements are modified by the terms of this Settlement Agreement.


2. a. Beginning in calendar year 2002, Warnaco will limit its annual gross sales of Calvin Klein jeanswear to mass merchandisers (defined as, for example, KMart, Wal-Mart and Target) and/or warehouse clubs so that the percentage of such sales does not exceed ***% of Warnaco's total gross sales of Calvin Klein jeanswear in 2002 (and the percentage of sales other than excess and close-outs to such channels does not exceed ***% of total gross sales) and ***% in 2003 and thereafter (and the percentage of sales other than excess and close-outs to such channels does not exceed ***% of total gross sales). ***.This provision is without prejudice to the positions of the parties as to the meaning of the license terms.


b. If at any time after January 1, 2003 Warnaco determines that the limitations contained in subparagraph a. of this paragraph have become economically unfeasible, the parties agree that they will negotiate in good faith to revise tho
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