{"id":39759,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-letter-kenneth-cole.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-letter-kenneth-cole","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-letter-kenneth-cole.html","title":{"rendered":"Employment Letter &#8211; Kenneth Cole"},"content":{"rendered":"<p>March 10, 2009<\/p>\n<\/p>\n<p>Dear Ingo:<\/p>\n<\/p>\n<p align=\"justify\">This proposed letter agreement is our offer to employ you as<br \/>\nSenior Vice President, Creative Director for Kenneth Cole Productions, Inc. (the<br \/>\n&#8220;Company&#8221;).   The offer contained in this letter is contingent upon full<br \/>\nexecution by both parties, satisfactory completion of a background check and you<br \/>\nbeing legally permitted to work and reside in the United States.   To the extent<br \/>\nnot expressly provided hererin, the terms of your employment are as stated in<br \/>\nthe Company153s current Associate Handbook.<\/p>\n<\/p>\n<p align=\"justify\">1.<\/p>\n<p align=\"justify\">Effective on or before September 1, 2009, and for an initial<br \/>\nperiod of four years, the Company will employ you and you agree to serve as<br \/>\nSenior Vice President, Creative Director.   You will initially be reporting to<br \/>\nMr. Kenneth Cole and agree to devote your full time and best efforts to perform<br \/>\nthe services and duties as the position requires.<\/p>\n<\/p>\n<p align=\"justify\">Subject to the terms hereof, the term of your employment<br \/>\nunder this agreement shall commence on or before September 1, 2009 and shall<br \/>\ncontinue, unless sooner terminated under Paragraph 7 hereof, until September 1,<br \/>\n2013. This letter agreement shall be automatically extended by one year on<br \/>\nAugust 31, 2013 and on each September 1st thereafter (the &#8220;Renewal Date&#8221;),<br \/>\nunless written notice of non-renewal is given by either you or the Company to<br \/>\nthe other party at least one hundred eighty (180) days prior to the Renewal<br \/>\nDate.<\/p>\n<p align=\"justify\">\n<p align=\"justify\">You represent to the Company that the execution and<br \/>\nperformance by you of this letter agreement and your employment hereunder will<br \/>\nnot breach or constitute a default under any other agreement to which you are a<br \/>\nparty or by which you are bound.   <\/p>\n<\/p>\n<p align=\"justify\">2.<\/p>\n<p align=\"justify\">Your compensation shall be as follows:<\/p>\n<\/p>\n<p align=\"justify\">The annualized salary for the position is Six Hundred<br \/>\nTwenty-Five Thousand Dollars (US$625,000.00) to be paid over 26 bi-weekly pay<br \/>\nperiods. This salary is subject to good faith review for possible increase<br \/>\nannually in March of every year, but under no circumstances will your base<br \/>\nsalary be reduced below US$625,000, unless previously agreed upon in a signed<br \/>\nwriting between the parties. Given your anticipated start date, we will review<br \/>\nyour eligibility for an increase in March 2010 and a determination will be made<br \/>\nif a change in salary is warranted. If an increase is not warranted in March<br \/>\n2010, you will be eligible for future increases at the time other salary changes<br \/>\nare being made for similarly situated executives. Again, under no circumstances<br \/>\nwill your base salary be reduced below US$625,000, unless previously agreed upon<br \/>\nin a signed writing between the parties. Salary will be subject to withholding<br \/>\nof all taxes payable with respect thereto and deductions for insurance<br \/>\ncontributions, etc. For the first taxable year, the Company agrees to reimburse<br \/>\nyou for any excess foreign income taxes (on Company-earned income) that are<br \/>\nincurred as a direct result of your relocation to the United States.<\/p>\n<\/p>\n<p align=\"justify\">3.<\/p>\n<p align=\"justify\">a.<\/p>\n<p align=\"justify\">Effective upon your commencement date, you will be eligible<br \/>\nto participate in our management bonus plan, which provides for annual awards<br \/>\nbased upon both the Company&#8217;s financial results and your own performance. For<br \/>\neach year commencing with fiscal 2009 (payable in 2010), the bonus target is 60%<br \/>\nof your base salary for the prior fiscal year with the opportunity to earn up to<br \/>\n200% of<\/p>\n<p align=\"justify\">\n<p align=\"center\">\n<\/p>\n<hr>\n<p align=\"center\">\n<\/p>\n<p align=\"justify\">target based on the achievement of predefined performance<br \/>\nmetrics.   The Company will make its best efforts to provide you with these<br \/>\npredefined performance metrics prior to the commencement of each fiscal year;<br \/>\nprovided, however, that where business conditions do not permit, the Company<br \/>\nwill provide you with these predefined performance metrics as soon as they are<br \/>\ndetermined by the Compensation Committee of the Company153s Board of Directors.<br \/>\nFor fiscal 2009, you will receive a pro rata share of your bonus, but not less<br \/>\nthan One Hundred Fifty Thousand Dollars (US$150,000.00) payable in March 2010.<br \/>\nPayment for earned bonuses is contingent upon being employed by the Company at<br \/>\nthe time bonuses are paid, unless as otherwise set forth below.<\/p>\n<\/p>\n<p align=\"justify\">b.<\/p>\n<p align=\"justify\">Within thirty (30) days of your commencement date, the<br \/>\nCompany will pay you a Mobility Allowance of up to Forty Thousand Dollars<br \/>\n(US$40,000.00), net of taxes.   The Mobility Allowance must be repaid to the<br \/>\nCompany in full if you voluntarily terminate your employment prior to the<br \/>\nexpiration of one (1) year from your commencement date other than for Good<br \/>\nReason, as defined below.<\/p>\n<\/p>\n<p align=\"justify\">c.<\/p>\n<p align=\"justify\">Approximately thirty (30) days prior to your anticipated<br \/>\ncommencement date, the Company will pay you a one-time Resettlement Allowance of<br \/>\nTen Thousand Dollars (US$10,000.00) to assist you in defraying miscellaneous,<br \/>\nnon-reimbursable expenses associated with your international relocation.   The<br \/>\nResettlement Allowance must be repaid to the Company in full if you voluntarily<br \/>\nterminate your employment prior to the expiration of one (1) year from your<br \/>\ncommencement date other than for Good Reason, as defined below.<\/p>\n<\/p>\n<p align=\"justify\">d.<\/p>\n<p align=\"justify\">The Company will pay you a Temporary Living Allowance of up<br \/>\nto Four Thousand Dollars (US$4,000.00) per month for a maximum period of six (6)<br \/>\nmonths from your commencement date to cover your living expenses until you<br \/>\nlocate permanent housing. In addition, the Company will pay for reasonable and<br \/>\ncustomary rental broker153s or finder153s fees necessary for you to secure<br \/>\nappropriate rental housing. The Temporary Living Allowance must be repaid to the<br \/>\nCompany in full if you voluntarily terminate your employment prior to the<br \/>\nexpiration of one (1) year from your commencement date other than for Good<br \/>\nReason, as defined below.<\/p>\n<\/p>\n<p align=\"justify\">4.<\/p>\n<p align=\"justify\">While you are employed by the Company, and subject to the<br \/>\nCompany&#8217;s right to amend, modify or terminate any benefit plan or program, you<br \/>\nshall be entitled to earn the following benefits\/perquisites:<\/p>\n<p align=\"justify\">\n<p align=\"justify\">a.<\/p>\n<p align=\"justify\">Group Health Benefits : You are eligible to participate in<br \/>\nthe Company153s Health Insurance Plan immediately upon commencement of employment.<br \/>\nThis is a contributory plan that currently provides medical and dental coverage.<br \/>\nThe parties agree that the Company may modify these plans at its sole<br \/>\ndiscretion. Upon commencement of employment, you are also eligible for coverage<br \/>\nunder the Company153s short-term disability plan, pursuant to the terms of that<br \/>\nplan. You will be eligible for coverage under the Company153s long-term disability<br \/>\nplan ninety (90) days after the commencement of your employment, pursuant to the<br \/>\nterms of that plan.<\/p>\n<p align=\"justify\">\n<p align=\"justify\">\n<p align=\"center\">\n<\/p>\n<hr>\n<p align=\"center\">\n<\/p>\n<p align=\"justify\">b.<\/p>\n<p align=\"justify\">Profit Sharing Thrift (401K) Plan &#8211; You are eligible to<br \/>\nparticipate in the Company Employee Profit Sharing Thrift (401(k)) Plan on the<br \/>\nfirst day of the quarter following six (6) months of service. The 401(k) plan is<br \/>\na pre-tax savings plan that would allow you to save a certain percentage of your<br \/>\nsalary on a pre-tax basis for your retirement. Ordinarily, the Company shall<br \/>\nmatch 25% of the amount you contribute to the plan up to a maximum of 6% of your<br \/>\ncontribution. For 2009, the Company has suspended its 401k matching practice and<br \/>\nwill revisit making contributions to the Plan at a later period in 2009. You are<br \/>\nstill eligible to contribute to the Plan at a maximum rate of 15% of your gross<br \/>\nsalary on an annual basis, subject to IRS guidelines.   <\/p>\n<p align=\"justify\">\n<p align=\"justify\">c.<\/p>\n<p align=\"justify\">Supplemental Employee Retirement Plan : After you have<br \/>\ncompleted one (1) full year of employment with the Company, you will be eligible<br \/>\nto participate in the Company153s Supplemental Employee Retirement Plan in keeping<br \/>\nwith the terms of the Plan and the Plan documents. This Plan includes generous<br \/>\nretirement benefits in the form of deferred compensation vesting during your<br \/>\ntenure with the Company as well as substantial life insurance coverage.<\/p>\n<p align=\"justify\">\n<p align=\"justify\">d.<\/p>\n<p align=\"justify\">Group Life and Accidental Insurance &#8211; You are eligible for<br \/>\ncoverage under the Company153s Basic Life and Accidental Death and Dismemberment<br \/>\nInsurance policy on the first day of the month following two (2) months of<br \/>\ncontinuous full time service.<\/p>\n<p align=\"justify\">\n<p align=\"justify\">e.<\/p>\n<p align=\"justify\">Business Travel Accident Insurance &#8211; You are eligible for<br \/>\ncoverage under the Company153s Business Travel Accident Insurance Policy upon<br \/>\ncommencement of employment. .<\/p>\n<p align=\"justify\">\n<p align=\"justify\">f.<\/p>\n<p align=\"justify\">Business Expense &#8211; The Company will reimburse you for travel,<br \/>\nentertainment and other business expenses incurred by you in connection with the<br \/>\nCompany153s business, all in accordance with the Company153s policies and practices.<br \/>\nYou may travel business class for all domestic and international flights.<\/p>\n<p align=\"justify\">\n<p align=\"justify\">g.<\/p>\n<p align=\"justify\">Paid Time Off (PTO) : You are entitled to 20 PTO days<br \/>\nannually.<\/p>\n<p align=\"justify\">\n<p align=\"justify\">h.<\/p>\n<p align=\"justify\">Paid Sick Leave : 6 sick days and otherwise in accordance<br \/>\nwith current Company policy.<\/p>\n<p align=\"justify\">\n<p align=\"justify\">i.<\/p>\n<p align=\"justify\">Holidays : the Company observes 10 U.S. holidays.<\/p>\n<p align=\"justify\">\n<p align=\"justify\">j.<\/p>\n<p align=\"justify\">Tax Preparation Assistance &#8211; the Company will provide you<br \/>\naccess to tax advisory and compliance services provided by Ernst &amp; Young.\n<\/p>\n<p align=\"justify\">\n<p align=\"justify\">k.<\/p>\n<p align=\"justify\">Immigration : the Company agrees to sponsor your visa<br \/>\npetition and to pay for all affiliated legal, filing and other related costs.\n<\/p>\n<p align=\"justify\">\n<p align=\"justify\">5.<\/p>\n<p align=\"justify\">You will be eligible to participate in the Company153s Stock<br \/>\nIncentive Plan with the Company153s management recommending to the Compensation<br \/>\nCommittee of the Company153s Board of Directors an initial grant of 100,000 stock<br \/>\noptions. The stock options will vest over four years (20%-20%-20%-40%) and the<br \/>\ngrant is subject to all of the terms and conditions set forth in the plan<br \/>\ndocuments.<\/p>\n<p align=\"justify\">\n<p align=\"center\">\n<\/p>\n<hr>\n<p align=\"center\">\n<\/p>\n<p align=\"justify\">6.<\/p>\n<p align=\"justify\">a.<\/p>\n<p align=\"justify\">Termination by you without Good Reason: If you decide to<br \/>\nterminate your employment with the Company other than for Good Reason, as<br \/>\ndefined below, you agree:<\/p>\n<\/p>\n<p align=\"justify\">i.<\/p>\n<p align=\"justify\">to provide the Company with six (6) months prior written<br \/>\nnotice;<\/p>\n<\/p>\n<p align=\"justify\">ii.<\/p>\n<p align=\"justify\">to make no public announcement concerning your departure<br \/>\nprior to your termination date without the consent of the Company;<\/p>\n<\/p>\n<p align=\"justify\">iii.<\/p>\n<p align=\"justify\">to continue to perform faithfully the duties assigned to you<br \/>\non the date of such notice (or such other duties as the Company may assign to<br \/>\nyou) from the date of such notice until your termination date.<\/p>\n<\/p>\n<p align=\"justify\">You acknowledge that the notice period provided for hereunder<br \/>\nis for the exclusive benefit of the Company, and does not confer any employment<br \/>\nobligation on the Company.   The Company may elect, in its sole discretion and<br \/>\nfor any reason, to terminate your employment, either immediately or at any point<br \/>\nduring the six (6) month period you have indicated.   Upon such termination you<br \/>\nshall be entitled only to the payment of the base salary earned and unpaid<br \/>\nthrough such date and any business expenses otherwise due you, and all<br \/>\ninsurance, benefits and other arrangements provided by the Company shall cease<br \/>\nimmediately upon termination of your employment (except as otherwise required by<br \/>\nlaw).<\/p>\n<\/p>\n<p align=\"justify\">b.<\/p>\n<p align=\"justify\">Termination by you for Good Reason.   You may, by notice to<br \/>\nthe Company, terminate your employment with the Company under this Agreement for<br \/>\n&#8220;Good Reason&#8221; provided such notice is delivered by you to Mr. Kenneth Cole not<br \/>\nmore than 30 days from the date of the occurrence of an event that constitutes<br \/>\n&#8220;Good Reason&#8221; and the Company is given 30 days from receipt of such notice to<br \/>\ncure such reason and fails to cure such reason within the aforesaid 30-day<br \/>\nperiod.   <\/p>\n<\/p>\n<p align=\"justify\">For the purposes hereof, &#8220;Good Reason&#8221; means the Company<br \/>\nreduces your base salary below $625,000 without your prospective, written<br \/>\nconsent. In that event, you shall be entitled to consider your employment to<br \/>\nhave been constructively terminated by the Company for Good Reason and to leave<br \/>\nthe employment of the Company and receive the severance payments and benefits in<br \/>\naccordance with and subject to Paragraph 7(a) of the Agreement as if you had<br \/>\nbeen terminated by the Company without cause.   <\/p>\n<\/p>\n<p align=\"justify\">7.<\/p>\n<p align=\"justify\">In the event your employment with the Company is terminated<br \/>\nby the Company for a reason other than cause, as herein defined, the Company<br \/>\nagrees to provide, and you agree to accept, as the sole and exclusive remedy for<br \/>\nthe termination of your employment without cause, the following severance<br \/>\nbenefits and arrangements:<\/p>\n<\/p>\n<p align=\"justify\">a.<\/p>\n<p align=\"justify\">Continuing bi-weekly payments of your base salary, at the<br \/>\nrate applicable as of the notice of your termination of employment, for a period<br \/>\nof twelve (12) months. The amount of each bi-weekly base salary payments may be<br \/>\nreduced with respect to any salary or other compensation that you earn in<br \/>\nemployment or self-employment during the month in question, provided that any<br \/>\nsuch reduction will be made in compliance with Section 409A. If at the time of<br \/>\nyour termination your salary continuation is scheduled to be paid for periods<br \/>\nafter March 15th of the year following the year of your termination, and such<br \/>\namount scheduled to be<\/p>\n<p align=\"justify\">\n<p align=\"center\">\n<\/p>\n<hr>\n<p align=\"center\">\n<\/p>\n<p align=\"justify\">paid after March 15th exceeds the separation pay plan<br \/>\nexception threshold under Section 409A, your salary continuation amount will be<br \/>\nreduced to reflect the Section 409A threshold amount in a manner that complies<br \/>\nwith Section 409A.   You will be paid an amount equal to the difference between<br \/>\nyour salary continuation amount and the Section 409A threshold amount as<br \/>\ndetermined above within sixty (60) days of your separation date. You hereby<br \/>\nagree that you have a duty to seek full time work actively and in good faith<br \/>\nduring the period in which you are collecting salary continuation. In order to<br \/>\nretain your right to receive and keep payments under this Subparagraph, you must<br \/>\nnotify the Company in writing immediately upon engaging in self employment or<br \/>\nobtaining alternate employment, including the amount of payments you have<br \/>\nreceived or will receive.<\/p>\n<\/p>\n<p align=\"justify\">b.<\/p>\n<p align=\"justify\">In the event your employment is terminated under Paragraph 7,<br \/>\nif the Company achieves its performance targets in the fiscal year that your<br \/>\nemployment is terminated, you will receive a management bonus on a pro rata<br \/>\nbasis for the appropriate performance year. Bonus payouts occur in March of<br \/>\nevery year.<\/p>\n<\/p>\n<p align=\"justify\">c.<\/p>\n<p align=\"justify\">Your group medical and life insurance, as described in<br \/>\nParagraphs 4(a) and (d), will be continued until the termination of your<br \/>\nseverance payments under this Paragraph 7(a) or until you become eligible for<br \/>\ncoverage as the result of your accepting a position with a new employer,<br \/>\nwhichever shall first occur.<\/p>\n<\/p>\n<p align=\"justify\">The Company acknowledges that any material change in your<br \/>\nresponsibilities shall be agreed upon between the parties before such material<br \/>\nchanges are implemented.   The Company acknowledges and agrees that any such<br \/>\nmaterial change to your responsibilities shall be commensurate with your<br \/>\nstature, experience and position as Senior Vice President, Creative Director.<br \/>\nWithin fourteen (14) days of the parties153 mutual agreement to a material change<br \/>\nin your responsibilities, the Company agrees to send a written communication to<br \/>\nyou confirming your assent to a material change, and you agree to timely<br \/>\nrespond, affirming your assent to such material change   (electronic<br \/>\ncommunication, such as an email exchange, will suffice). In the event you<br \/>\nbelieve the Company has materially changed your responsibilities without your<br \/>\nconsent, or you believe the Company is about to change your responsibilities,<br \/>\nyou will so notify the Company153s Chairman of the Board of Directors and Chief<br \/>\nCreative Officer and offer the Company the opportunity to promptly cure such<br \/>\nchange(s). It is further understood and agreed that in the event you receive<br \/>\nbenefits under this Paragraph, you shall not be entitled to receive any other<br \/>\ncompensation or benefits under this letter agreement as a result of the<br \/>\ntermination of your employment hereunder and, as a condition to receiving that<br \/>\nseverance compensation, you hereby agree to execute a Separation Agreement and<br \/>\nGeneral Release acceptable to both you and the Company within sixty (60) days of<br \/>\nsuch termination and to make no other claim against the Company or its officers<br \/>\nand\/or directors by reason of this letter agreement that exists or could have<br \/>\nexisted as of the date of your execution of the Separation Agreement and General<br \/>\nRelease.<\/p>\n<\/p>\n<p align=\"center\">\n<\/p>\n<hr>\n<p align=\"center\">\n<\/p>\n<p align=\"justify\">8.<\/p>\n<p align=\"justify\">Upon any termination of employment, you agree:<\/p>\n<\/p>\n<p align=\"justify\">a.<\/p>\n<p align=\"justify\">to refrain from soliciting any employee relationships of the<br \/>\nCompany to terminate his or her employment or from hiring any employee of the<br \/>\nCompany for a period of 24 months thereafter;<\/p>\n<\/p>\n<p align=\"justify\">b.<\/p>\n<p align=\"justify\">to refrain from using any confidential or proprietary<br \/>\ninformation obtained through your employment with the Company, including but not<br \/>\nlimited to, the Company&#8217;s sourcing, manufacturing, product development,<br \/>\nmerchandising, marketing, inventory sales, and sales promotion activities as<br \/>\nwell as financial and operational information; and<\/p>\n<\/p>\n<p align=\"justify\">c.<\/p>\n<p align=\"justify\">to refrain from making any statements or comments of a<br \/>\ndefamatory or disparaging nature to third parties regarding the Company or its<br \/>\nofficers, directors, personnel or products.   <\/p>\n<\/p>\n<p align=\"justify\">Any failure to comply with the provisions of this Paragraph 8<br \/>\nshall relieve the Company of any of its obligations pursuant to this letter<br \/>\nagreement.<\/p>\n<\/p>\n<p align=\"justify\">9.<\/p>\n<p align=\"justify\">You agree that during your employment with the Company,<br \/>\nduring any notice period that you continue to receive salary payments pursuant<br \/>\nto Paragraph 6(a), for the first six months that you receive severance payments<br \/>\npursuant to Paragraph 7, or for a six (6) month period following termination for<br \/>\ncause pursuant to Paragraph 10 (the &#8220;Non-Competitive Period&#8221;), you shall not,<br \/>\ndirectly or indirectly, as owner, partner, joint venture, stockholder, employee,<br \/>\nbroker, agent, principal, trustee, corporate officer, director, licensor, or in<br \/>\nany capacity whatsoever engage in, become financially interested in, be employed<br \/>\nby, render any consultation or business advice with respect to, or have any<br \/>\nconnection with, any business which is competitive with, products or services of<br \/>\nthe Company, in any geographic area where, at the time of the termination of<br \/>\nyour employment hereunder, the business of the Company or its affiliates was<br \/>\nbeing conducted or was proposed to be conducted in any manner whatsoever<br \/>\n(&#8220;Competitive Activity&#8221;).<\/p>\n<\/p>\n<p align=\"justify\">Notwithstanding anything contained in Paragraph 6(a), you<br \/>\nfurther agree that should you voluntarily terminate your employment with the<br \/>\nCompany without Good Reason, at any time prior to the effective date of your<br \/>\nvoluntary termination, the Company may elect, in its sole discretion, to notify<br \/>\nyou that it will continue to pay you your base salary for a period of up to six<br \/>\n(6) months from the date you provided written notice. In such event, you agree<br \/>\nnot to engage in any Competitive Activity during the prescribed six (6) month<br \/>\nperiod (&#8220;Voluntary Termination Non-Competitive Period&#8221;).   <\/p>\n<\/p>\n<p align=\"justify\">\n<p align=\"justify\">You may, however, own any securities of any corporation which<br \/>\nis engaged in such business and is publicly owned and traded but in an amount<br \/>\nnot to exceed at any one time one percent (1%) of any class of stock or<br \/>\nsecurities of such corporation. In addition, you shall not, directly or<br \/>\nindirectly, during the Non-Competitive Period or the Voluntary Termination<br \/>\nNon-Competitive Period, request or cause any suppliers or customers with whom<br \/>\nthe Company or its affiliates has a business relationship to cancel or terminate<br \/>\nany such business relationship with the Company or its affiliates.<\/p>\n<\/p>\n<p align=\"center\">\n<\/p>\n<hr>\n<p align=\"center\">\n<\/p>\n<p align=\"justify\">The Company hereby acknowledges and agrees that it will not<br \/>\nunreasonably withhold its consent for you to commence competitive employment<br \/>\nduring the Non-Competitive Period or the Voluntary Termination Non-Competitive<br \/>\nPeriod, provided that you first communicate with the Company regarding the<br \/>\ndetails of the particular opportunity and your prospective role and<br \/>\nresponsibilities in this new position, and prospectively obtain its written<br \/>\nconsent. You understand and agree that in the event that you commence such<br \/>\ncompetitive employment during the Non-Competitive Period or the Voluntary<br \/>\nTermination Non-Competitive Period having received pre-approval from the<br \/>\nCompany, the amount of bi-weekly base salary severance payments paid to you by<br \/>\nthe Company may be reduced with respect to any salary or other compensation that<br \/>\nyou earn in employment or self-employment during the month in question, provided<br \/>\nthat any such reduction will be made in compliance with Section 409A.<\/p>\n<\/p>\n<p align=\"justify\">If any portion of the restrictions set forth in this<br \/>\nParagraph should, for any reason, whatsoever, be declared invalid by a court of<br \/>\ncompetent jurisdiction, the validity or enforceability of the remainder of such<br \/>\nrestrictions shall not thereby be adversely affected.<\/p>\n<\/p>\n<p align=\"justify\">You acknowledge that this paragraph applies wherever the<br \/>\nCompany and its affiliates conduct business and that, therefore, the territorial<br \/>\nand time limitations set forth in this Paragraph are reasonable and properly<br \/>\nrequired for the adequate protection of the business of the Company and its<br \/>\naffiliates. In the event a court of competent jurisdiction restricts such<br \/>\nlimitations, you agree to the reduction of the territorial or time limitation to<br \/>\nthe area or period which such court shall deem reasonable.<\/p>\n<\/p>\n<p align=\"justify\">The existence of any claim or cause of action by you against<br \/>\nthe Company shall not constitute a defense to the enforcement by the Company or<br \/>\nits affiliates of the foregoing restrictive covenants, but such claim or cause<br \/>\nof action shall be determined separately.<\/p>\n<\/p>\n<p align=\"justify\">10.<\/p>\n<p align=\"justify\">If you are terminated for &#8220;cause&#8221; by the Company, you will<br \/>\nnot be eligible for any benefits under this letter agreement except COBRA or as<br \/>\nrequired by other law. &#8220;Termination for cause&#8221; shall be deemed to occur if the<br \/>\nCompany terminates you for willful misconduct injurious to the Company&#8217;s<br \/>\ninterests if not cured within 14 days of written notice to you by the Company<br \/>\n(if curable), willful breach of duty in the course of your job responsibilities,<br \/>\nif not cured within 14 days of written notice to you by the Company (if<br \/>\ncurable), incapacity to perform your duty (for a period of 120 days) or if you<br \/>\nare indicted for the commission of a felony. For the avoidance of any doubt,<br \/>\nyour inability to obtain necessary work authorizations or a visa to work in the<br \/>\nUnited States shall not constitute &#8220;cause&#8221; for purposes of this Agreement,<br \/>\nprovided that such inability to obtain necessary work authorizations or a visa<br \/>\ndoes not stem from any underlying fraud or willful failure by you to disclose<br \/>\nmaterial information to the Company.<\/p>\n<\/p>\n<p align=\"justify\">11.<\/p>\n<p align=\"justify\">Should any disagreement, claim or controversy arise between<br \/>\nyou and the Company with respect to a termination, the same shall be settled by<br \/>\narbitration in New York, New York before a single arbitrator in accordance with<br \/>\nthe Commercial Arbitration Rules of the American Arbitration Association, and<br \/>\nthe award of the arbitrator with respect to a termination pursuant to this<br \/>\nletter agreement shall be enforceable in any court of competent jurisdiction and<br \/>\nshall be binding upon the parties hereto, except that the Company may seek<br \/>\nequitable relief with respect to any breaches of Paragraphs 6 through 9 of this<br \/>\nletter agreement.<\/p>\n<p align=\"justify\">\n<p align=\"center\">\n<\/p>\n<hr>\n<p align=\"center\">\n<\/p>\n<p align=\"justify\">14.<\/p>\n<p align=\"justify\">The invalidity or unenforceability of any particular<br \/>\nprovision or provisions of this letter agreement shall not affect the other<br \/>\nprovisions hereof and this letter agreement shall be construed in all respects<br \/>\nas if such invalid or unenforceable provisions had been omitted.<\/p>\n<\/p>\n<p align=\"justify\">15.<\/p>\n<p align=\"justify\">This letter agreement constitutes the full and complete<br \/>\nunderstanding and agreement of the parties, supersedes all prior<br \/>\nrepresentations, understandings and agreements as to your employment by the<br \/>\nCompany and cannot be amended, changed, modified in any respect, without the<br \/>\nwritten consent of the parties, except that the Company reserves the right in<br \/>\nits sole discretion to make changes at any time to the other documents<br \/>\nreferenced in this letter agreement.<\/p>\n<\/p>\n<p align=\"justify\">16.<\/p>\n<p align=\"justify\">This letter agreement shall be binding upon and shall inure<br \/>\nto the benefit of successors and assigns of the Company.<\/p>\n<\/p>\n<p align=\"justify\">17.<\/p>\n<p align=\"justify\">This letter agreement shall be governed by and construed in<br \/>\naccordance with the laws of the State of New York, without regard to its<br \/>\nprovisions as to choice of laws, except insofar as the federal Arbitration Act<br \/>\napplies.<\/p>\n<\/p>\n<p align=\"justify\">18.<\/p>\n<p align=\"justify\">You may not assign your rights or duties under this letter<br \/>\nagreement without the prior written consent of the Company, but the Company may<br \/>\nassign this letter agreement without prior notice to or consent from you.<\/p>\n<\/p>\n<p align=\"justify\">19.<\/p>\n<p align=\"justify\">It is intended that any payments or benefits provided to you<br \/>\npursuant to this Agreement (any such payments or benefits being referred to as<br \/>\n&#8220;Payments&#8221;) will not be subject to the additional tax and interest under Section<br \/>\n409A (a &#8220;Section 409A Tax&#8221;).   The provisions of the Agreement will be<br \/>\ninterpreted and construed in favor of complying with any applicable requirements<br \/>\nof Section 409A necessary in order to avoid the imposition of a Section 409A<br \/>\nTax. You hereby are advised to consult with your own tax and legal advisors with<br \/>\nrespect to the application of Section 409A to this Agreement. Notwithstanding<br \/>\nthe foregoing, the Company does not guarantee the tax treatment of any Payments,<br \/>\nwhether pursuant to the Code, federal, state, local or foreign tax laws and<br \/>\nregulations. Each installment payment shall be treated as a single installment<br \/>\npayment under Section 409A.<\/p>\n<p align=\"justify\">If, at the time you become entitled to Payments, you are a<br \/>\n&#8220;specified employee&#8221; (as defined under and determined in accordance with Section<br \/>\n409A), then no Payment considered deferred compensation under Section 409A that<br \/>\nis payable as a result of your separation from service (as defined under and<br \/>\ndetermined in accordance with Section 409A), shall be paid to you until the<br \/>\nbusiness day that is at least six (6) months following your separation from<br \/>\nservice (except in the event of your death during such six-month period) if and<br \/>\nto the extent such delay is required under Section 409A.   Any such Payment that<br \/>\nwould otherwise have been paid to you during this six-month period shall instead<br \/>\nbe aggregated and paid to you in a lump sum, such payment to be made on the<br \/>\nbusiness day that is at least six (6) months after your separation from service.<br \/>\nAny Payments after such date shall not be affected by this provision.&#8221;<\/p>\n<\/p>\n<p align=\"justify\">This offer of employment is contingent upon your review and<br \/>\nexecution of all of our standard new-hire paperwork.   Per your request, we are<br \/>\nenclosing a copy of our 2008 Executive Benefits Summary for your review.   <\/p>\n<p align=\"justify\">\n<p align=\"center\">\n<\/p>\n<hr>\n<p align=\"center\">\n<\/p>\n<p align=\"justify\">If the foregoing is agreeable to you, please sign both copies<br \/>\nof this letter agreement and return them to me.   A fully executed original will<br \/>\nbe returned to you.<\/p>\n<\/p>\n<p>Very truly yours,<\/p>\n<\/p>\n<p>KENNETH COLE PRODUCTIONS, INC.<\/p>\n<\/p>\n<\/p>\n<p align=\"justify\"><u>\/s\/ Kenneth D. Cole<\/u><\/p>\n<p align=\"justify\">By: Kenneth D. Cole<\/p>\n<\/p>\n<p align=\"justify\">\n<p>Agreed to and accepted this<\/p>\n<\/p>\n<p>10th day of March , 2009<\/p>\n<p><u>\/s\/ Ingo Wilts<\/u><\/p>\n<p align=\"justify\">Ingo Wilts<\/p><\/p>\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-39759","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\/39759","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=39759"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39759"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39759"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39759"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}