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This excerpt taken from the LUX 20-F filed Jun 25, 2009. Related Party Transactions
Fixed Assets
In connection with the acquisition of our headquarters building in Milan, our subsidiary entered into an agreement leasing a portion of this building, consisting of approximately 1,017.3 square meters, to our Chairman for Euro 0.5 million annually. The expiration date of this lease was originally September 15, 2010. The parties agreed to terminate the contract on March 15, 2008 due to the Company’s need for additional office space. Management believes that the terms of the lease were fair to the Company.
License Agreements
We have a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the Brooks Brothers name. The Brooks Brothers trade name is owned by Retail Brand Alliance, Inc. (“RBA”), which is controlled by Claudio Del Vecchio, one of our directors. The license agreement expires in December 2009. Royalties paid to RBA for such agreement were Euro 0.8 million, Euro 0.9 million and Euro 1.3 million in the years ended December 31, 2008, 2007 and 2006, respectively.
In July 2004, we signed a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the name of Adrienne Vittadini. The Adrienne Vittadini trade name was owned by RBA until November 2006 when the license was sold by RBA to a party that is unaffiliated with the Company. For the year ended December 31, 2006, royalties paid to RBA for such agreement were Euro 1.0 million.
Management believes that the terms of both of these license agreements are fair to the Company.
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Service Revenues
During the years ended December 31, 2008, 2007 and 2006, U.S. Holdings performed consulting and advisory services relating to risk management and insurance for RBA. Amounts received for the services provided for those years were Euro 0.1 million, Euro 0.2 million and Euro 0.7 million, respectively. Management believes that the compensation received for these services is fair to the Company.
Stockholder Plan
On September 14, 2004, our Chairman and majority stockholder, Mr. Leonardo Del Vecchio, allocated shares previously held through holding companies of the Del Vecchio family, representing 2.07 percent (or 9.6 million shares) of the Company’s currently authorized and issued share capital, to a stock option plan for our top management. See Item 6. — “Directors, Senior Management and Employees — Compensation.”
This excerpt taken from the LUX 20-F filed Jun 26, 2008. Related Party Transactions
Fixed Assets
In connection with the acquisition of our headquarters building in Milan, our subsidiary entered into an agreement leasing a portion of this building to our Chairman for Euro 0.5 million annually. The expiration date of this lease is 2010.
License Agreements
We have a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the Brooks Brothers name. The Brooks Brothers trade name is owned by Retail Brand Alliance, Inc. (“RBA”), which is controlled by Claudio Del Vecchio, one of our directors. The license agreement expires in 2009. Royalties paid to RBA for such agreement were Euro 0.9 million, Euro 1.3 million and Euro 0.5 million in the years ended December 31, 2007, 2006 and 2005, respectively.
In July 2004, we signed a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the name of Adrienne Vittadini. The Adrienne Vittadini trade name was owned by RBA until November 2006 when the license was sold by RBA to a party that is unaffiliated with the Company. For the years ended December 31, 2006 and 2005, royalties paid to RBA for such agreement were Euro 1.0 million and Euro 0.9 million, respectively.
Service Revenues
During the years ended December 31, 2007, 2006 and 2005, U.S. Holdings performed certain services for RBA. Amounts received for the services provided for those years were Euro 0.2 million, Euro 0.7 million and 0.6 million, respectively.
Shareholder Plan
On September 14, 2004, our Chairman and majority shareholder, Mr. Leonardo Del Vecchio, had allocated shares held through La Leonardo Finanziaria S.r.l., now held through Delfin S.a.r.l, both Italian holding companies of the Del Vecchio family, representing 2.11 percent (or 9.6 million shares) of the Company’s currently authorized and issued share capital, to a stock option plan for our top management at an exercise price of Euro 13.67 per share (see Note 11 to the Consolidated Financial Statements included in Item 18 of this annual report). The stock options to be issued under the stock option plan vested upon the achievement of certain economic objectives by June 30, 2006, and, as such, the holders of these
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options became entitled to exercise such options beginning on that date until termination in 2014. In 2007, 400,000 options from this grant were exercised.
Transactions with Former Chairman of Oakley
Certain of our Oakley associates perform services for a company owned by the former chairman of Oakley. Total billings for services rendered by Oakley were Euro 0.4 million since the date we acquired Oakley. The agreement can be terminated at any time with a 30-day written notice. In addition, Oakley may incur other costs on behalf of the former chairman and such company that are paid by a prepaid deposit or reimbursed by the former chairman and such company after such amounts are paid by Oakley. As of December 31, 2007, the aggregate amount due from the former chairman and such company he controls was approximately Euro 0.1 million.
Oakley leases an aircraft from a different company owned by the former chairman of Oakley. The annual lease payment is approximately Euro 0.1 million and Oakley bears all costs and expenses of operating and maintaining the aircraft. The lease is expected to terminate in January 2009. Additionally, with respect to the aircraft lease, Oakley entered into time sharing agreements with the former chairman and various other entities controlled by him whereby Oakley is reimbursed for costs of the aircraft when utilized by the former chairman or his various companies.
This excerpt taken from the LUX 20-F filed Jun 29, 2007. Related Party Transactions Fixed Assets In connection with the acquisition of our headquarters building in Milan, our subsidiary entered into an agreement leasing a portion of this building to our Chairman for Euro 0.5 million annually. The expiration date of this lease is 2010. License Agreements We have a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the Brooks Brothers name. The Brooks Brothers trade name is owned by Retail Brand Alliance, Inc. (“RBA”), which is controlled by Claudio Del Vecchio, one of our directors. The license agreement expires in 2009. Royalties paid to RBA for such agreement were Euro 0.9 million, Euro 0.5 million and Euro 1.3 million in the years ended December 31, 2004, 2005 and 2006, respectively. In July 2004, we signed a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the name of Adrienne Vittadini. The Adrienne Vittadini trade name was owned by RBA until November 2006 when the license was sold by RBA to a party that is unaffiliated with the Company. The license agreement expires on December 31, 2008. For the years ended December 31, 2004, 2005 and 2006, royalties paid to RBA for such agreement were Euro 0.9 million, Euro 0.9 million and Euro 1.0 million, respectively. Service Revenues During the years ended December 31, 2004, 2005 and 2006, U.S. Holdings performed certain services for RBA. Amounts received for the services provided were Euro 0.7 million, Euro 0.6 million and Euro 0.7 million in fiscal 2004, 2005 and 2006, respectively. Shareholder Plan On September 14, 2004, our Chairman and majority shareholder, Mr. Leonardo Del Vecchio, had allocated shares held through La Leonardo Finanziaria S.r.l., now held through Delfin S.a.r.l, both Italian holding companies of the Del Vecchio family, representing 2.11 percent (or 9.6 million shares) of the Company’s currently authorized and issued share capital, to a stock option plan for our top management at an exercise price of Euro 13.67 per share (see Note 10 to the Consolidated Financial Statements included in Item 18 of this annual report). The stock options to be issued under the stock option plan vested upon meeting of certain economic objectives in 2006. During 2005 and 2006, the Company recorded compensation expense of approximately Euro 19.9 million and Euro 48.0 million, respectively, and as of December 31, 2005 recorded future unearned compensation expense in equity of approximately Euro 45.8 million net of taxes, with an offsetting increase in additional paid-in capital for such amounts. As of January 1, 2006, we have adopted SFAS 123(R) in accordance with the transitional guidance as prescribed in the statement. As such, the previous unearned compensation as of December 31, 2005 of Euro 45.8 million has been charged against additional paid-in capital. This excerpt taken from the LUX 20-F filed Jun 28, 2006. Related Party Transactions Fixed Assets In January 2002, a subsidiary of ours acquired certain assets for Euro 28.5 million and assumed a bank loan from “Partimmo S.a.S.”, a company owned by our Chairman. The assets acquired were a building, and all improvements thereto, for a total cost of Euro 42.0 million. We recorded these assets at their historic cost. Our headquarters are located in this building. The bank loan acquired had an outstanding balance of Euro 20.6 million on such date. In November 2004, the loan was fully repaid. In connection with the acquisition of this building, our subsidiary entered into an agreement leasing a portion of this building to our Chairman for Euro 0.5 million annually. The expiration date of this lease is 2010. 65 License Agreements We have a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the Brooks Brothers name. The Brooks Brothers trade name is owned by Retail Brand Alliance, Inc. (“RBA”), which is controlled by Claudio Del Vecchio, one of our directors. The license agreement expired on March 31, 2003 and was renewed in January 2005. The license agreement expires in 2009. For the fiscal year 2005 conditions were not changed and royalties paid to RBA for such agreement were Euro 1.1 million, Euro 0.9 million and Euro 0.5 million in the years ended December 31, 2003, 2004 and 2005, respectively. In July 2004, we signed a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the name of Adrienne Vittadini. The Adrienne Vittadini trade name is owned by RBA, which is controlled by Claudio Del Vecchio, one of our directors. The license agreement expires on December 31, 2007. For the years ended December 31, 2004 and 2005, royalties paid to RBA for such agreement were Euro 0.9 million and Euro 0.9 million, respectively. Service Revenues During the years ended December 31, 2004 and 2005, U.S. Holdings performed certain services for RBA. Amounts received for the services provided were Euro 0.5 million, Euro 0.7 million and Euro 0.6 million in fiscal 2003, 2004 and 2005, respectively. Shareholder Plan On September 14, 2004, our Chairman and majority shareholder, Mr. Leonardo Del Vecchio, had allocated shares held through La Leonardo Finanziaria S.r.l., an Italian holding company of the Del Vecchio family, representing 2.11 percent (or 9.6 million shares) of the Company’s currently authorized and issued share capital, to a stock option plan for our top management at an exercise price of Euro 13.67 per share (see Note 10 to the Consolidated Financial Statements). The stock options to be issued under the stock option plan vest upon meeting certain economic objectives. During 2005, it became probable that the incentive targets would be met and, as such, the Company recorded compensation expense of approximately Euro 19.9 million net of taxes and recorded future unearned compensation expense in equity of approximately Euro 45.8 million net of taxes, with an offsetting increase in additional paid-in capital for such amounts. This excerpt taken from the LUX 20-F filed Jun 29, 2005. Related Party Transactions
Fixed Assets
In January 2002, a subsidiary of ours acquired certain assets for Euro 28.5 million and assumed a bank loan from “Partimmo S.a.S.”, a company owned by our Chairman. The assets acquired were a building, and all improvements thereto, for a total cost of Euro 42.0 million. We recorded these assets at their historic cost. Our headquarters are located in this building. The bank loan acquired had an outstanding balance of Euro 20.6 million on such date. In November 2004, the loan was fully repaid. In connection with the acquisition of this building, our subsidiary entered into an agreement leasing a portion of this building to our Chairman for Euro 0.5 million annually. The expiration date of this lease is 2010.
Investment
Prior to 2002, a U.S. subsidiary of ours held 1,205,000 of our ordinary shares, which had been previously purchased at a cost of U.S. $3.1 million (Euro 2.4 million at historical exchange rates). These shares were sold during 2002 for U.S. $8.8 million (Euro 9.3 million). An after-tax net gain of U.S. $6.5 million (Euro 6.9 million) was recorded as an increase to our additional paid-in capital balance. Approximately 63 percent of these shares were sold to a related party with an after-tax net gain of U.S. $ 4.3 million (Euro 4.4 million).
License Agreement
We have a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the Brooks Brothers name. The Brooks Brothers tradename is owned by Retail Brand Alliance, Inc., which is controlled by Claudio Del Vecchio, one of our directors. The license agreement expired on March 31, 2003 and was renewed in January 2005. For the fiscal year 2004 conditions were not changed and royalties paid to Retail Brand Alliance, Inc. for such agreement were Euro 1.4 million, Euro 1.1 million and Euro 0.9 million in the years ended December 31, 2002, 2003 and 2004, respectively.
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In July 2004, we signed a worldwide exclusive license agreement to manufacture and distribute ophthalmic products under the name of Adrienne Vittadini. The Adrienne Vittadini tradename is owned by Retail Brand Alliance, Inc., which is controlled by Claudio Del Vecchio, one of our directors. The license agreement expires on December 31, 2007. For the year ended December 31, 2004, royalties paid to Retail Brand Alliance, Inc. for such agreement were Euro 0.1 million.
Stock Incentive Plan
On September 14, 2004, our Chairman and majority shareholder, Mr. Leonardo Del Vecchio, had allocated shares held through La Leonardo Finanziaria S.r.l., an Italian holding company of the Del Vecchio family, representing 2.11 percent (or 9.6 million shares) of the Company’s currently authorized and issued share capital, to a stock option plan for our top management. The stock options to be issued under the stock option plan vest upon meeting certain economic objectives. As such, compensation expense will be recorded for the options issued to management under this plan based on the market value of the underlying ordinary shares only when the number of shares to be vested and issued is known.
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