Common use of Termination of Employment and Change in Control Clause in Contracts

Termination of Employment and Change in Control. If you are terminated without Cause or resign for Good Reason (as both are defined in your ESA) or due to the Company’s nonrenewal of this Agreement within two years following the applicable grant date, then 50% of your awards, to the extent unvested, will vest at target. · If your employment terminates without Cause or due to resignation for Good Reason or due to the Company’s nonrenewal of this Agreement following the second anniversary of the applicable grant date, then any unvested portion of your awards will vest based on performance, and those awards will be pro-rated for the number of months you were employed during the applicable vesting period. · Notwithstanding the foregoing, if your employment terminates without Cause or for Good Reason or due to the Company’s nonrenewal of this Agreement either (x) in connection with a Change in Control (as defined in the Company’s 2013 Stock Incentive Plan), subject to the consummation of the Change in Control within two months of the termination, or (y) on or within two years following a Change in Control, then all awards, to the extent unvested, will vest in full at target on the date of your termination (or, if later, the date of the Change in Control). PARTICIPANT ID: GRANT DATE: NUMBER OF UNITS: [ ] shares (“Target Shares”) We are pleased to inform you that, pursuant to the Company’s 2013 Stock Incentive Plan, the Compensation Committee of the Board of Directors of Fifth & Pacific Companies, Inc., has made an award of market share units to you, subject to the terms and conditions set forth in the attached Grant Certificate.

Termination of Employment and Change in Control. If you are terminated without Cause or resign for Good Reason (as both are defined in your ESA) or due to your Retirement (defined as your termination after attaining age 55 and 10 years of service with the Company or any of its affiliates including time served before the Effective Date) or the Company’s nonrenewal of this Agreement within two years following the applicable grant date, then 50% of your all awards, to the extent unvested, will vest at target. · If your employment terminates without Cause or due to resignation for Good Reason or due to your Retirement or the Company’s nonrenewal of this Agreement following the second anniversary of the applicable grant date, then any unvested portion of your awards will vest based on performance, and those awards will be pro-rated for the number of months you were employed during the applicable vesting period. · Notwithstanding the foregoing, if your employment terminates without Cause or for Good Reason or due to your Retirement or the Company’s nonrenewal of this Agreement either (x) in connection with a Change in Control (as defined in the Company’s 2013 Stock Incentive Plan), subject to the consummation of the Change in Control within two months of the termination, or (y) on or within two years following a Change in Control, then all awards, to the extent unvested, will vest in full at target on the date of your termination (or, if later, the date of the Change in Control). PARTICIPANT ID: GRANT DATE: NUMBER OF UNITS: [ ] shares (“Target Shares”) We are pleased to inform you that, pursuant to the Company’s 2013 Stock Incentive Plan, the Compensation Committee of the Board of Directors of Fifth & Pacific Companies, Inc., has made an award of market share units to you, subject to the terms and conditions set forth in the attached Grant Certificate.. * * *

Termination of Employment and Change in Control. (i) If you are terminated without Cause Participant’s employment with the Company and its subsidiaries terminates within 24 months of the grant date as a result of the Participant’s voluntary termination of employment or resign involuntary termination by the Company or any subsidiary for Good Reason Cause, the Participant Purchased RSUs shall be immediately forfeited as of the termination date. (ii) Except as both are defined provided in your ESASection III (B)-(F) or due to below, if, for any reason, Participant’s employment with the Company’s nonrenewal Company and any subsidiary of this Agreement within two years following the applicable grant dateCompany terminates, then 50% of your awards, all Company Matching RSUs and the Company Matching Option to the extent unvestednot vested as of the termination date in accordance with Sections I(D) and II(C)(i) above shall be immediately forfeited as of the termination date. To the extent vested and unexercised as of the termination date, the Company Matching Option shall be exercisable on or before the ninetieth (90th) day following the termination date, as long as no government regulations or rules are violated by such exercise period; provided, however, that the Company Matching Option shall not be exercisable beyond its original term. (B) In the event Participant’s employment with the Company and any subsidiary of the Company terminates by reason of death, Company Matching RSUs and the Company Matching Option not then vested in accordance with Section I(D) and Section II(C)(i), respectively, will vest at targetbecome immediately vested and the Vesting Date will be the date of death. · If your employment terminates without Cause or due to resignation for Good Reason or due to Participant Purchased RSUs and Company Matching RSU shall settle as of the Companydate of death and the Company Matching Option shall be exercisable by the Participant’s nonrenewal of this Agreement Beneficiary during the twelve (12) month period following the second anniversary date of death, as long as no government regulations or rules are violated by such accelerated vesting or exercise period; provided, however, that no Company Matching Option will be exercisable beyond its original term. (C) In the event Participant’s employment with the Company and any subsidiary of the applicable grant date, then any unvested portion Company terminates by reason of your awards will vest based on performance, total and those awards will be pro-rated for the number of months you were employed during the applicable vesting period. · Notwithstanding the foregoing, if your employment terminates without Cause or for Good Reason or due to the Company’s nonrenewal of this Agreement either (x) in connection with a Change in Control permanent disability (as defined in the Company’s 2013 Stock Incentive Long-Term Disability Plan, or, if not defined in such plan, as defined by the Social Security Administration), the Company Matching RSUs and the Company Matching Option shall vest on a pro rata basis as follows: (i) the total number of Company Matching RSUs vested as of Participant’s employment termination date (which is the last day that the Participant is employed by the Company or any subsidiary of the Company) shall be equal to the number of Company Matching RSUs granted on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed since the Grant Date and (B) the denominator shall be sixty (60). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Participant has worked. For example, if the time elapsed between the Grant Date and the Separation Date is eight months and five days, the numerator in sub-section (A) above shall be nine. Participant will be responsible for any applicable withholding taxes that may become due as of Participant’s employment termination date. Any Shares represented by RSUs that vest under this section shall settle on the Settlement Date that would have applied under the original schedule set forth in Section I(D) of this PEP Agreement. (ii) the total number of Company Matching Option vested as of Participant’s employment termination date with respect to the number of shares of Stock subject to the consummation Company Matching Options, shall be equal to the number of Company Matching Options granted on the Grant Date multiplied by the following fraction: (A) the numerator shall be the whole number of months elapsed since the Grant Date and (B) the denominator shall be sixty (60). For purposes of this calculation, the number of months in the numerator in sub-section (A) above shall include any partial month in which Participant has worked. For example, if the time elapsed between the Grant Date and the Separation Date is eight months and five days, the numerator in sub-section (A) above shall be nine. (iii) the vested portion of the Change in Control within two months of Company Matching Option shall be exercisable during the terminationtwelve (12) month period following Participant’s employment termination date, as long as no government regulations or (y) on rules are violated by such accelerated vesting or within two years following a Change in Controlexercise period; provided, then all awardshowever, to that the extent unvested, will vest in full at target on the date of your termination (or, if later, the date of the Change in Control). PARTICIPANT ID: GRANT DATE: NUMBER OF UNITS: [ ] shares (“Target Shares”) We are pleased to inform you that, pursuant to the Company’s 2013 Stock Incentive Plan, the Compensation Committee of the Board of Directors of Fifth & Pacific Companies, Inc., has made an award of market share units to you, subject to the terms and conditions set forth in the attached Grant CertificateCompany Matching Option shall not be exercisable beyond its original term.