Guess?, Inc. (the Company) previously entered into an employment
agreement, dated January 26, 2016, with Paul Marciano, the
Companys Executive Chairman and Chief Creative Officer (the
Marciano Employment Agreement), an employment agreement, dated
July 7, 2015, with Victor Herrero, the Companys Chief Executive
Officer (the Herrero Employment Agreement), and an offer letter,
dated July 18, 2013, with Sandeep Reddy, the Companys Chief
Financial Officer (the Reddy Offer Letter). On April 28, 2017,
the Compensation Committee (the Compensation Committee) of the
Board of Directors of the Company approved, and the Company
entered into, a letter agreement with Mr. Marciano amending the
Marciano Employment Agreement (the Marciano Letter Agreement), a
letter agreement with Mr. Herrero amending the Herrero Employment
Agreement (the Herrero Letter Agreement), and an amended offer
letter with Mr. Reddy (the Amended Reddy Offer Letter).

The Marciano Letter Agreement provides that, effective January
29, 2017, Mr. Marciano will be entitled to base salary at an
annual rate of $950,000. The Marciano Letter Agreement also
provides that effective with Fiscal Year 2018, Mr. Marcianos
target annual cash bonus will be reduced from 400% of his base
salary to 263% of his base salary, with potential payments based
on performance ranging from 0% to 150% of the target bonus. The
Marciano Employment Agreement will otherwise remain in effect, as
modified by the Marciano Letter Agreement.

The Herrero Letter Agreement provides that effective with Fiscal
Year 2018, Mr. Herreros target annual equity award will be not
less than 233% of his base salary. The Herrero Employment
Agreement will otherwise remain in effect, as modified by the
Herrero Letter Agreement.

The Amended Reddy Offer Letter continues Mr. Reddys employment on
terms substantially similar to those of the Reddy Offer Letter,
except as noted in this paragraph. The Amended Reddy Offer Letter
provides that Mr. Reddys base salary will remain at his current
annual rate of $525,000. Mr. Reddy remains entitled to
participate in the Companys Executive Bonus Program, which may
include both cash and long term equity incentives, with his
annual cash incentive target remaining at his current cash
incentive target of 75% of his base salary, subject to the terms
and conditions established for such incentives each year. If Mr.
Reddys employment is terminated by the Company other than for
cause, and other than due to his death or disability, or if Mr.
Reddy should terminate his employment for good reason (as such
terms are defined in the Amended Reddy Offer Letter, such
terminations each a Qualifying Termination), Mr. Reddy will be
entitled to receive, subject to his execution of a release
agreement and his adherence to certain restrictive covenants in
favor of the Company, a severance benefit equal to one times his
annual base salary then in effect, payable over twelve months in
accordance with the Companys normal severance practices. If Mr.
Reddy has a Qualifying Termination upon or within eighteen months
following a change in control of the Company (as such term is
defined in the Amended Reddy Offer Letter), Mr. Reddy will be
entitled to receive, in lieu of the severance benefit described
above, subject to his execution of a release agreement and his
adherence to certain restrictive covenants in favor of the
Company, a severance benefit equal to (i) a lump sum payment
equal to one and one-half times the sum of his annual base salary
and target annual cash incentive then in effect, (ii) a pro-rata
portion of his annual cash incentive then in effect, payable at
the time bonuses are paid to other senior executives, and (iii)
payment or reimbursement of premiums to continue medical coverage
for Mr. Reddy and his dependents for up to twelve months.

The foregoing descriptions of the Marciano Letter Agreement, the
Herrero Letter Agreement, and the Amended Reddy Offer Letter are
qualified in their entirety by reference to the full text of each
of the Marciano Letter Agreement, the Herrero Letter Agreement,
and the Amended Reddy Offer Letter, which are filed as Exhibits
10.1, 10.2 and 10.3, respectively, to this Current Report on Form
8-K and are incorporated by reference herein.

(d) Exhibits.