\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n It is understood and agreed that in the event you receive benefits under this
\nParagraph, you shall not be entitled to receive any other compensation or
\nbenefits under this Agreement as a result of the termination of your employment
\nhereunder and, as a condition to receiving benefits under this Paragraph, you
\nhereby agree to execute a release prepared by the Company; provided, however,
\nthat such release shall not release any claims pertaining to or otherwise limit
\nor restrict your claims (i) regarding any rights you have to be indemnified by
\nthe Company or its affiliates in connection with any claim or proceeding or
\nthreatened claim or proceeding against you that arises out of or relates to your
\nservice as an officer, director or employee, as the case may be, of the Company
\nor your service in any such capacity or similar capacity with any affiliate of
\nthe Company and in accordance with the then-existing by-laws of the Company,
\n(ii) pursuant to this Agreement, including, but not limited to, subparagraphs 7A
\na.-d. above, (iii) relating to any rights you may have as a shareholder of the
\nCompany, (iv) for any benefits under an employee benefit plan of the Company in
\nwhich you participate, or (v) for any previously vested stock options. The
\nCompany shall, within five (5) days following the termination of your employment
\nprovide you with a form of release satisfying the requirements of this paragraph
\nand, in order to receive the benefits provided above, except earned but unpaid
\nbase salary and the Vacation Payment, you shall be required to execute such
\nrelease and return it to the Company prior to the 60th<\/sup> day following
\nthe termination of your employment (such 60 day period being the “Release
\nPeriod”). Following your execution of the release, you shall have seven (7) days
\nduring which you may revoke your agreement (the “Revocation Period”). Any
\npayments due to be paid to you pursuant to the provisions above during the
\nRelease Period, except earned but unpaid base salary and the Vacation Payment,
\nshall be delayed until the expiration of the Release Period or the expiration of
\nthe Revocation Period, whichever is later and, provided you have executed and
\nreturned the release during the Release Period, shall be paid to you on the
\nfollowing business day.<\/p>\n<\/td>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 5<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 7B<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n In the event that your employment terminates as a result of your death or
\nPermanent Disability (as defined below), then you (or your estate) shall be
\nentitled to the following:<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n (i)<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n any base salary earned but not yet paid, (ii) the Vacation Payment, (iii) any
\nprior-year bonus which has been earned but not paid, (iv) reimbursements for any
\nexpenses which have not yet been reimbursed, and (v) any payments and benefits
\nyou are entitled to pursuant to the terms of any employee benefit plans and
\ncompensation plans in which you participate. The earned but unpaid base salary
\nand the Vacation Payment shall be made within 30 days following the termination
\nof your employment and the prior-year bonus shall be paid to you at the same
\ntime as such bonuses are paid to other senior executives of the Company for the
\nprior year.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n For purposes of this Agreement, you shall have a “Permanent Disability” only
\nif you are entitled to benefits under the Company153s long-term disability plan in
\nwhich you participate<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 7C<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n In the event of a Change of Control of the Company, you may, in your sole
\ndiscretion within sixty (60) days of such event, deem such event a termination
\nnot for Cause for all purposes under this Agreement. “Change of Control” shall
\nmean (except as provided below in this definition) (i) a change in the
\nbeneficial ownership at any time by an entity or individual, either directly or
\nindirectly, of equity securities or interests of Kenneth Cole Productions, Inc.,
\nthe voting power of which constitutes more than fifty percent (50%) or more of
\nthe aggregate voting power of the outstanding equity securities or interests, as
\nthe case may be, of the subject company, or (ii) any merger, consolidation or
\nreorganization of Kenneth Cole Productions, Inc. in which the stockholders of
\nthe subject company immediately before the transaction do not have beneficial
\nownership of at least fifty percent (50%) of the combined voting power of the
\nvoting securities of the surviving entity or its parent immediately after the
\ntransaction, or (iii) any sale or transfer of all or substantially all of the
\nassets of Kenneth Cole Productions, Inc. to a purchaser or other transferee in
\nwhich the stockholders of the subject company immediately before the transaction
\ndo not have beneficial ownership of at least fifty percent (50%) of the combined
\nvoting power of the voting securities of the surviving entity or its parent
\nimmediately after the transaction.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n It is understood that, notwithstanding the foregoing, none of the events
\ndescribed in clauses (i) and (ii) of the immediately preceding paragraph shall
\nbe deemed a Change of Control if Mr. Kenneth D. Cole remains Chairman of the
\nCompany and holds at least thirty percent (30%) of the acquiring company after
\nsuch transaction or is otherwise the largest shareholder of the surviving entity
\n(any transaction that would be a Change of Control, except for this sentence
\nshall be a “Limited Change of Control” hereunder). It is further understood
\nthat, notwithstanding the foregoing, any transfer of legal or beneficial
\nownership of outstanding equity interests of the Company to a guardian, executor
\nor other person acting in a similar capacity or to the heirs or estate of Mr.
\nCole upon the incapacity or death of Mr. Cole shall not constitute a Change of
\nControl. It is further understood that in the event of any transfer described
\nin the immediately preceding sentence, the restrictions in Paragraph 4 shall
\ncontinue to apply.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n In the event you terminate this Agreement following a Change of Control or a
\nLimited Change of Control, the restrictions in Paragraph 9 below shall not apply
\nand all restrictions on the Restricted Stock Grants which would otherwise lapse
\nwithin the subsequent two years shall lapse immediately (but in no event shall
\nrestrictions lapse on less than fifty percent of the shares from the original
\nRestricted Stock Grants) and you shall have same rights with respect to such
\nrestricted stock as any other shareholder of the Company, including the right to
\ntender such shares in any tender offer. Furthermore, any outstanding stock
\noptions pursuant to the Option Grant which would otherwise vest within the
\nsubsequent two years shall become fully vested and exercisable (but in no event
\nshall less than fifty percent of options from the original Option Grant vest)
\nand shall remain exercisable for ninety (90) days following the termination of
\nyour employment.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 7D.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n In the event your employment is terminated due to the expiration of this
\nAgreement, the Company agrees to provide, and you agree to accept, as the sole
\nand exclusive remedy for the termination of your employment, the following
\nseverance benefits and arrangements:<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 6<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n a.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n Continuing bi-weekly payments of your base salary, less deductions required
\nby law, at the rate applicable as of the notice of your termination of
\nemployment for six (6) months (the “Salary Continuation Period”). In the event
\nthat you obtain other employment (or engage in self-employment) during the
\nSalary Continuation Period, these bi-weekly payments are subject to an offset
\nand\/or reimbursement for any salary or other cash compensation that you receive
\nwith respect to the pay period in question. You hereby agree that you have a
\nduty not to compete, as defined in Paragraph 9, but you shall not have any duty
\nto seek other employment during the Salary Continuation Period. In order to
\nretain your right to receive and keep payments under this subparagraph, you must
\nnotify the Company immediately upon obtaining alternate employment or engaging
\nin self employment.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n b.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n Your group medical and life insurance, as described in Paragraph 3(a) and
\n(d), will be continued throughout the Salary Continuation Period (subject to
\nyour continuing contributions) or until you become eligible for coverage as the
\nresult of your new employment or self-employment, whichever shall first occur.
\nNotwithstanding the foregoing, in the event that the Company reasonably
\ndetermines that your continuing to participate in health plan on such terms
\nthroughout the Severance Period would expose the Company or its health plan to
\nadditional taxes or penalties with respect to the provision of such benefits on
\na discriminatory basis under the Affordable Care Act or otherwise, then the
\nCompany may elect to cease your continued participation in the health plan and
\npermit you to elect COBRA continuation coverage, provided, however, that the
\nCompany shall then pay you a monthly amount equal to the sum of (i) the
\ndifference between the applicable COBRA continuation premium for yourself and
\nyour dependents for such month and the corresponding contribution you would have
\nmade for such period if you were an employee (the “COBRA Payment”), and (ii) an
\nadditional amount (the “Grossup Payment”), such that after paying all applicable
\nincome taxes on the COBRA Payment and the Grossup Payment, you are left with an
\namount equal to the COBRA Payment.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n c.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n You shall also receive (i) any base salary earned but not yet paid, (ii) the
\nVacation Payment, (iii) any prior-year bonus which has been earned but not paid,
\n(iv) reimbursements for any expenses which have not yet been reimbursed, any (v)
\nany payments and benefits you are entitled to pursuant to the terms of any
\nemployee benefit plans and compensation plans in which you participate. The
\nearned but unpaid base salary and the Vacation Payment shall be made within 30
\ndays following the termination of your employment and the prior-year bonus shall
\nbe paid to you at the same time as such bonuses are paid to other senior
\nexecutives of the Company for the prior year.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n d.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n All unvested options granted in the initial Option Grant shall vest
\nimmediately and remain outstanding for ninety (90) days following your
\ntermination.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n It is understood and agreed that in the event you receive benefits under this
\nParagraph, you shall not be entitled to receive any other compensation or
\nbenefits under this Agreement as a result of the termination of your employment
\nhereunder and, as a condition to receiving benefits under this Paragraph, you
\nhereby agree to execute a release prepared by the Company; provided, however,
\nthat such release shall not release any claims pertaining to or otherwise limit
\nor restrict your claims (i) regarding any rights you have to be indemnified by
\nthe Company or its affiliates in connection with any claim or proceeding or
\nthreatened claim or proceeding against you that arises out of or relates to your
\nservice as an officer, director or employee, as the case may be, of the Company
\nor your service in any such capacity or similar capacity with any affiliate of
\nthe Company and in accordance with the then-existing by-laws of the Company,
\n(ii) pursuant to this Agreement, including, but not limited to, subparagraphs 7A
\na.-d. above, (iii) relating to any rights you may have as a shareholder of the
\nCompany, (iv) for any benefits under an employee benefit plan of the Company in
\nwhich you participate or (v) previously vested stock options. The Company shall,
\nwithin five (5) days following the termination of your employment provide you
\nwith a form of release satisfying the requirements of this paragraph and, in
\norder to receive the benefits provided above, except earned but unpaid base
\nsalary and the Vacation Payment, you shall be required to execute such release
\nand return it to the Company prior to the 60th<\/sup> day following the
\ntermination of your employment (such 60 day period being the “Release Period”).
\nFollowing your execution of the release, you shall have seven (7) days during
\nwhich you may revoke your agreement (the “Revocation Period”). Any payments due
\nto be paid to you pursuant to the provisions above during the Release Period,
\nexcept earned but unpaid base salary and the Vacation Payment, shall be delayed
\nuntil the expiration of the Release Period or the expiration of the Revocation
\nPeriod, whichever is later and, provided you have executed and returned the
\nrelease during the Release Period, shall be paid to you on the following
\nbusiness day.<\/p>\n<\/td>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 7<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 8.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n Upon any termination of employment, you agree to provide the Company with
\nappropriate transition in good faith. As the former Chief Executive Officer of
\nthe Company, issues may occur to you, or otherwise come to your attention, that
\nare relevant to the ongoing management of the Company. It is assumed that you
\nwill continue to alert the Company to these matters in good faith. Upon any
\ntermination of employment, you agree to refrain from soliciting any employee of
\nthe Company to terminate his\/her employment or from hiring any person who was
\nemployed by the Company during your tenure for a period of twenty four (24)
\nmonths thereafter. You also agree to refrain from using any confidential or
\nproprietary information obtained through your employment with the Company. You
\nfurther agree to refrain from making any statements or comments of a defamatory
\nor disparaging nature to third parties regarding the Company or its officers,
\ndirectors, personnel or products. The Company agrees that it shall cause its
\nofficers, directors and human resources executives to refrain from making any
\nstatements or comments of a defamatory or disparaging nature to third parties
\nregarding you.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 9.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n You acknowledge and agree that the Company is only willing to enter into this
\nAgreement (including, but not limited to, the offer of employment,
\nrecommendation to be an employee member of the Board of Directors, the
\ncompensation and benefits that you will receive during and after your
\nemployment) on the condition that you accept the post-employment restrictions
\nset forth herein. You acknowledge and agree that the Company153s business is very
\ncompetitive and that to protect its legitimate business interests the Company
\nexpects and requires that you not compete with it for a period of time. In this
\nregard, you expressly agree that during your employment with the Company and
\nduring the later of: (a) any period in which (i) you continue to receive salary
\npayments during any notice period in Paragraph 6, or (ii) if your employment
\nterminates pursuant to Section 7A hereof, the Severance Period or (b) for a
\nperiod of twelve (12) months following termination of your employment for Cause
\n(the “Non-Competitive Period”), you shall not, directly or indirectly, as owner,
\npartner, joint venture, stockholder, employee, broker, agent, principal,
\ntrustee, corporate officer, director, licensor, consultant, or in any other
\ncapacity engage in or work for any business on behalf of any Competitor in which
\nyou could benefit the Competitor153s business or harm the Company153s business.
\nNotwithstanding the foregoing, after the first six (6) months of the
\nNon-Competitive Period, you may opt to waive your rights to any further payments
\npursuant to Paragraph 7A above in exchange for release from the restrictions in
\nthis Paragraph 9.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n The restrictions above shall apply only in the geographic areas for which you
\nhad work-related responsibility during the last twelve (12) months of your
\nemployment by the Company. The restrictions set forth in this Paragraph do not
\nprohibit you from owning any securities of any corporation which is engaged in
\nsuch business and is publicly owned and traded but in an amount not to exceed at
\nany one time five (5) percent of any class of stock or securities of such
\ncorporation. In addition, you shall not, during the Non-Competitive Period,
\nrequest or knowingly cause any suppliers or customers with whom the Company or
\nits affiliates has a business relationship to cancel or terminate any such
\nbusiness relationship with the Company or its affiliates.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n For purposes of this Paragraph, Competitor shall be defined as any business
\nthat is engaged in, or is preparing to become engaged in, the retail or
\nwholesale apparel, footwear or accessories business or other business in which
\nthe Company is engaged or preparing to become engaged, or that otherwise
\nmaterially competes with, or is preparing to compete with, the Company.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n Confidential Information as used herein shall mean information concerning the
\nCompany that is disclosed to you or otherwise learned by you as a result of you
\nemployment by the Company that is not generally known by Competitors, including,
\nbut not limited to, such information concerning research and development, trade
\nsecrets, sales, products, services, accounts, customers, purchasers of the
\nCompany153s products, marketing, packaging, merchandising, distribution,
\nmanufacturing, finance, technology, intellectual property (patents, design
\npatents, trademarks, trade dress, copyrights), strategies, business structures,
\noperations, ventures, or other business affairs or plans.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n If any portion of the restrictions set forth in this Paragraph should, for
\nany reason, whatsoever, be declared invalid by a court of competent jurisdiction
\nor by any arbitral or administrative determination, the validity or
\nenforceability of the remainder of such restrictions shall not thereby be
\nadversely affected, provided, however, that the Company153s obligation to continue
\nto make salary or other payments or benefits shall also cease coterminously,
\nwithout affecting the validity of the terms of the release agreement, which
\nshall remain in full force and effect.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 8<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n You acknowledge that the Company and its affiliates conduct business
\nthroughout North, Central and South America, the Middle East, Asia, and Europe,
\nthat its sales and marketing prospects are for continued expansion, and that,
\ntherefore, the territorial and time limitations set forth in this Paragraph are
\nreasonable and properly required for the adequate protection of the business of
\nthe Company and its affiliates. In the event any such territorial or time
\nlimitation is deemed to be unreasonable by a court of competent jurisdiction or
\nby any arbitral or administrative determination, you agree to the reduction of
\nthe territorial or time limitation to the area or period which such court,
\nadministrative agency or arbitrator(s) shall deem reasonable.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 10.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n a. If your employment is terminated for Cause by the Company, you will
\nnot be eligible for any further benefits under this Agreement except (i) your
\nearned but unpaid base salary, (ii) the Vacation Payment, (iii) COBRA, and (iv)
\nanything required by law. The earned but unpaid base salary and the Vacation
\nPayment shall be made within 30 days following the termination of your
\nemployment. Cause shall mean (i) your willful misconduct injurious to the
\nCompany153s interests, (ii) your willful and material breach of your duties or
\nrefusal to follow a reasonable directive from the Board, or (iii) your
\nindictment for or plea of nolo contendere<\/em> to a felony; provided,
\nhowever, that in the case of (i) or (ii) above, Cause shall not exist hereunder
\nunless (a) the Company provides you with a reasonably detailed written notice of
\nthe event(s) it believes constitute Cause hereunder, (b) you fail to cure such
\nevent(s), if curable, within thirty (30) days following your receipt of such
\nwritten notice and (c) the Board thereafter determines by a majority vote at a
\nmeeting of the Board called and held for this purpose that, after permitting you
\nand your counsel an opportunity as to why you believe the alleged event(s) do
\nnot constitute Cause at such meeting, that Cause exists hereunder.<\/p>\n<\/td>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n b. Good Reason shall mean any of the following: (i) a material adverse
\nchange by the Company in your duties, title, authority or responsibilities as
\nChief Executive Officer of the Company, except pursuant to Paragraph 6; (ii) a
\nchange in the lines of reporting such that you no longer report directly and
\nexclusively to the Board and\/or its Chairman; (iii) any reduction in your base
\nsalary or a material reduction in your potential bonus formula; (iv) a material
\nbreach of this Agreement by the Company; (v) the failure to elect you to the
\nBoard pursuant to Paragraph 1 hereof ; or (vi) any requirement that you relocate
\nmore than twenty-five (25) miles from your current principal office (other than
\nto a location that does not materially increase your normal commute time). In
\nthe event you believe that an event giving rise to potential Good Reason has
\noccurred, (a) you will notify the Company153s Chairman and Board of Directors
\nwithin ninety (90) days following the event(s) alleged to constitute Good
\nReason, in writing, setting forth a reasonably detailed explanation of the
\nreasons you believe Good Reason exists, (b) the Company must fail to cure such
\nevent(s), if curable, within sixty (60) days following the Company153s receipt of
\nsuch writing, and (c) you must give notice of your intention to terminate your
\nemployment for Good Reason within thirty (30) days following the expiration of
\nthe cure period, such termination to take effect within six (6) months
\nthereafter.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 11.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n Should any disagreement, claim or controversy arise between you and the
\nCompany with respect to a termination (including, but not limited to, any claim
\nof employment discrimination), the same shall be settled by arbitration in New
\nYork, New York before a single arbitrator in accordance with the then-current
\nnational rules for resolution of employment disputes of the American Arbitration
\nAssociation, and the award of the arbitrator with respect to a termination
\npursuant to this Agreement shall be enforceable in any court of competent
\njurisdiction and shall be binding upon the parties hereto, except that the
\nCompany may seek equitable relief with respect to any breaches of Paragraphs 6
\nthrough 10 of this Agreement.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 12.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n The invalidity or unenforceability of any particular provision or provisions
\nof this Agreement shall not affect the other provisions hereof and this
\nAgreement shall be construed in all respects as if such invalid or unenforceable
\nprovisions had been omitted.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 13.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n This Agreement constitutes the full and complete understanding and agreement
\nof the parties, supersedes all prior representations, understandings and
\nagreements as to your employment by the Company and cannot be amended,
\nchanged, modified in any respect, without the written consent of the parties,
\nexcept that the Company reserves the right in its sole discretion to make
\nchanges at any time to the other documents referenced in this Agreement.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 14.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n This Agreement shall be binding upon and shall inure to the benefit of
\nsuccessors and assigns of the Company. The Company will obtain the assumption of
\nthis Agreement by any successor to the Company, and the failure of the Company
\nto obtain such assumption shall constitute a material breach of this Agreement.\n<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 15.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n This Agreement shall be governed by and construed in accordance with the laws
\nof the State of New York, without regard to its provisions as to choice of laws,
\nexcept insofar as the Federal Arbitration Act applies.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 9<\/p>\n
\n\n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 16.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n You may not assign your rights or duties under this Agreement without the
\nprior written consent of the Company, but the Company may assign this Agreement
\nwithout prior notice to or consent from you to an affiliate of the Company or to
\na successor, provided that Company shall remain liable under this Agreement in
\nthe event that such purchaser does not honor the terms of this Agreement.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 17.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n During the term of this Agreement and thereafter, the Company agrees to
\nindemnify and hold you and your heirs and representatives harmless, to the
\nmaximum extent permitted by law and in accordance with the then-existing by-laws
\nof the Company (identical in scope to the indemnification provided to the
\nExecutive Chairman), against any and all damages, costs, liabilities, losses and
\nexpenses (including reasonable attorneys’ fees) as a result of any claim or
\nproceeding, or threatened claim or proceeding, against you that arises out of or
\nrelates to your service as an officer, director or employee, as the case may be,
\nof the Company, or your service in any such capacity or similar capacity with an
\naffiliate of the Company or other entity at the request of the Company, both
\nprior to after the date of this agreement, and to advance to you and your heirs
\nor representatives such expenses upon written request. During the term of this
\nAgreement and thereafter, the Company shall also provide you with coverage under
\nits current directors’ and officers’ liability policy to the same extent as its
\nother senior executives.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 18.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n The provisions contained in Paragraphs 6 through 9 and 17 shall survive any
\ntermination of this Agreement and shall remain in effect as long as is necessary
\nto give effect thereto.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | \n 19.<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | \n This Agreement is intended to comply with the requirements of Section 409A of
\nthe Code (“Section 409A”), and the Company and you hereby agree to amend this
\nagreement as and when necessary or desirable to conform to or otherwise properly
\nreflect any guidance issued under Section 409A after the date hereof without
\nviolating Section 409A. In case any one or more provisions of this Agreement
\nfails to comply with the provisions of Section 409A, the remaining provisions of
\nthis Agreement shall remain in effect, and this Agreement shall be administered
\nand applied as if the non-complying provisions were not part of this Agreement.
\nThe Company and you in that event shall endeavor to agree upon a reasonable
\nsubstitute for the non-complying provisions, to the extent that a substituted
\nprovision would not cause this agreement to fail to comply with Section 409A,
\nand, upon so agreeing, shall incorporate such substituted provisions into this
\nAgreement, provided, however, such amendment does not result in increased cost
\nto the Company. In the event that any payment or benefit made hereunder or under
\nany compensation plan, program or arrangement of the Company would constitute
\npayments or benefits pursuant to a non-qualified deferred compensation plan
\nwithin the meaning of Section 409A and, at the time of your “separation from
\nservice” you are a “specified employee” within the meaning of Section 409A, then
\nany such payments or benefits shall be delayed until the six-month anniversary
\nof the date of your “separation from service”. Each payment made under this
\nAgreement shall be designated as a “separate payment” within the meaning of
\nSection 409A. All reimbursements and in-kind benefits provided under this
\nAgreement shall be made or provided in accordance with the requirements of
\nSection 409A to the extent that such reimbursements or in-kind benefits are
\nsubject to Section 409A. All reimbursements for expenses paid pursuant hereto
\nthat constitute taxable income to you shall in no event be paid later than the
\nend of the calendar year next following the calendar year in which you incur
\nsuch expense or pay such related tax. Unless otherwise permitted by Section
\n409A, the right to reimbursement or in-kind benefits under this Agreement shall
\nnot be subject to liquidation or exchange for another benefit and the amount of
\nexpenses eligible for reimbursement, or in-kind benefits, provided during any
\ntaxable year shall not affect the expenses eligible for reimbursement, or
\nin-kind benefits to be provided, respectively, in any other taxable year.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n This offer of employment is contingent upon your review and execution of all
\nof the Company153s standard new-hire paperwork, including, but not necessarily
\nlimited to:<\/p>\n IRS Form W-4 (for tax withholding purposes)<\/p>\n Form I-9 (concerning legal eligibility for employment)<\/p>\n Acknowledgment of receipt of Employee Handbook and Arbitration Agreement\n<\/p>\n Employee Code of Conduct<\/p>\n We are enclosing a copy of the requisite new-hire paperwork with this
\nAgreement. In any event, you should familiarize yourself with it before you sign
\nthis Agreement or otherwise accept employment with us.<\/p>\n 10<\/p>\n
\nIf the foregoing is agreeable to you, please sign both copies of this
\nAgreement and return them to me. A fully executed original will be returned
\nto you.<\/p>\n \n\n\n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n Very truly yours,<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n KENNETH COLE PRODUCTIONS, INC.<\/p>\n<\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n \/s\/ Kenneth D. Cole<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | \n By: Kenneth D. Cole<\/p>\n<\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Agreed to and accepted this<\/p>\n 9th<\/sup> day of June, 2011<\/p>\n\/s\/ Paul Blum<\/u><\/p>\n Paul Blum<\/p>\n 11<\/p>\n
\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7974],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-38558","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-kenneth-cole-productions-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38558","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38558"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38558"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38558"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38558"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | | | | | | | |