Common use of Termination Without Cause or With Good Reason Clause in Contracts

Termination Without Cause or With Good Reason. If Executive’s employment under this Agreement is terminated by the Company Parties without Cause (which right the Company shall have at any time and for any reason during the Term) and other than for the reasons provided for in Section 6(a) above, or Executive terminates his employment for Good Reason, the sole obligations of the Company Parties to Executive shall be: (i) to make the payments described in Section 7(a) for Accrued Obligations, (ii) to make the Pro Rata Cash Incentive Payment and (iii) to pay to Executive in a single lump sum payment, within thirty (30) days from the Termination Date, a separation payment equal to two (2) times (A) Executive’s Base Salary and (B) the Annual Cash Incentive paid or payable to Executive pursuant to Section 3(a) with respect to Capri’s last full fiscal year ended prior to the Termination Date (collectively, the “Separation Payments”). For purposes of this Agreement, “Pro Rata Cash Incentive Payment” shall mean an amount representing the amount of the Annual Cash Incentive payable for the fiscal year in which the Termination Date occurs, based on actual performance over the course of the applicable performance period, assuming Executive’s employment had not been terminated hereunder, multiplied by a fraction, the numerator of which is the number of days Executive was employed hereunder during the applicable performance period and the denominator of which is the full number of days in the applicable performance period. Executive acknowledges and agrees that in the event the Company Parties terminate Executive’s employment without Cause and other than for the reasons provided for in Sections 6(a) or 6(b) or Executive terminates his employment for Good Reason, Executive’s sole remedy shall be to receive the payments specified in this Section 7(b). In connection with the Separation Payments or any other separation payment made hereunder, Executive agrees to deliver a fully executed separation agreement and release (that is not subject to revocation) of claims against the Company Parties and their respective affiliates satisfactory in form and content to the Company’s counsel.

Termination Without Cause or With Good Reason. If If, during the Term, Executive’s employment under this Agreement is terminated by the Company Parties without Cause (which right the Company shall have the right to terminate with or without Cause at any time and for any reason during the Term) and other than for under Section 4(a) or as a result of the reasons provided for in Company giving a non-renewal notice pursuant to Section 6(a) above1, or Executive terminates his her employment for Good Reason, the sole obligations of the Company Parties to Executive shall be: be (i) to make the payments described in clauses (i) through (iii) (inclusive) of Section 7(a) for Accrued Obligations5(a), and (ii) to make the Pro Rata Cash Incentive Payment and (iii) to pay subject to Executive in providing the Company with the release and separation agreement described below, to provide continuation of Executive’s then current Base Salary and medical, dental and insurance benefits by the Company for a single lump sum payment, within thirty one (301) days from year period commencing with the Termination Date, a separation which amount shall be payable in substantially equal installments in accordance with the normal payroll practices of the Company and shall be offset by any compensation and benefits that Executive receives from other employment (including self-employment) during such payment equal period. Executive agrees to two (2promptly notify the Company upon her obtaining other employment or commencing self-employment during the severance period and to provide the Company with complete information regarding her compensation thereunder. The Company’s obligations to provide the payments referred to in this Section 5(b) times shall be contingent upon (A) Executive’s Base Salary and (B) the Annual Cash Incentive paid or payable to Executive pursuant to Section 3(a) with respect to Capri’s last full fiscal year ended prior having delivered to the Termination Date (collectively, the “Separation Payments”). For purposes of this Agreement, “Pro Rata Cash Incentive Payment” shall mean an amount representing the amount of the Annual Cash Incentive payable for the fiscal year in which the Termination Date occurs, based on actual performance over the course of the applicable performance period, assuming Executive’s employment had not been terminated hereunder, multiplied by a fraction, the numerator of which is the number of days Executive was employed hereunder during the applicable performance period and the denominator of which is the full number of days in the applicable performance period. Executive acknowledges and agrees that in the event the Company Parties terminate Executive’s employment without Cause and other than for the reasons provided for in Sections 6(a) or 6(b) or Executive terminates his employment for Good Reason, Executive’s sole remedy shall be to receive the payments specified in this Section 7(b). In connection with the Separation Payments or any other separation payment made hereunder, Executive agrees to deliver a fully executed separation agreement and release (that is not subject to revocation) of claims against the Company Parties and its affiliates and their respective affiliates directors, officers, employees, agents and representatives satisfactory in form and content to the Company, and (B) Executive’s counselcontinued compliance with her obligations under Section 6 of this Agreement. Executive acknowledges and agrees that in the event the Company terminates Executive’s employment without Cause or Executive terminates her employment for Good Reason, (1) Executive’s sole remedy shall be to receive the payments specified in this Section 5(b) and (2) if Executive does not execute the separation agreement and release described above, Executive shall have no remedy with respect to such termination.

Termination Without Cause or With Good Reason. If Executive’s employment under this Agreement is terminated by the Company Parties without Cause (which right the Company shall have the right to do with or without Cause at any time and for any reason during the Term) and other than for under Section 4(a) or as a result of the reasons provided for in Company giving a non-renewal notice pursuant to Section 6(a) above1, or Executive terminates his her employment for Good Reason, the sole obligations of the Company Parties to Executive shall be: be (i) to make the payments described in clauses (i) through (iii) (inclusive) of Section 7(a) for Accrued Obligations5(a), and (ii) to make the Pro Rata Cash Incentive Payment and (iii) to pay subject to Executive in providing the Company with the release and separation agreement described below, to provide continuation of Executive’s then current Base Salary and medical, dental and insurance benefits by the Company for a single lump sum payment, within thirty one (301) days from year period commencing with the Termination Date, a separation which amount shall be payable in substantially equal installments in accordance with the normal payroll practices of the Company and shall be offset by any compensation and benefits that Executive receives from other employment (including self-employment) during such payment equal period. Executive agrees to two (2promptly notify the Company upon her obtaining other employment or commencing self-employment during the severance period and to provide the Company with complete information regarding her compensation thereunder. The Company’s obligations to provide the payments referred to in this Section 5(b) times shall be contingent upon (A) Executive’s Base Salary and (B) the Annual Cash Incentive paid or payable to Executive pursuant to Section 3(a) with respect to Capri’s last full fiscal year ended prior having delivered to the Termination Date (collectively, the “Separation Payments”). For purposes of this Agreement, “Pro Rata Cash Incentive Payment” shall mean an amount representing the amount of the Annual Cash Incentive payable for the fiscal year in which the Termination Date occurs, based on actual performance over the course of the applicable performance period, assuming Executive’s employment had not been terminated hereunder, multiplied by a fraction, the numerator of which is the number of days Executive was employed hereunder during the applicable performance period and the denominator of which is the full number of days in the applicable performance period. Executive acknowledges and agrees that in the event the Company Parties terminate Executive’s employment without Cause and other than for the reasons provided for in Sections 6(a) or 6(b) or Executive terminates his employment for Good Reason, Executive’s sole remedy shall be to receive the payments specified in this Section 7(b). In connection with the Separation Payments or any other separation payment made hereunder, Executive agrees to deliver a fully executed separation agreement and release (that is not subject to revocation) of claims against the Company Parties and its affiliates and their respective affiliates directors, officers, employees, agents and representatives satisfactory in form and content to the Company’s counsel, and (B) Executive’s continued compliance with her obligations under Section 6 of this Agreement. Executive acknowledges and agrees that in the event the Company terminates Executive’s employment without Cause or Executive terminates her employment for Good Reason, (1) Executive’s sole remedy shall be to receive the payments specified in this Section 5(b) and (2) if Executive does not execute the separation agreement and release described above, Executive shall have no remedy with respect to such termination.

Termination Without Cause or With Good Reason. If Executive’s employment under this Agreement is terminated by the Company Parties without Cause (which right the Company shall have at any time and for any reason during the Term) and other than for under Section 4(a) or as a result of the reasons provided for in Company giving a non-renewal notice pursuant to Section 6(a) above1, or Executive terminates his employment for Good Reason, the sole obligations of the Company Parties to Executive shall be: (i) be to make the payments described in Section 7(aclauses (i) for Accrued Obligations, and (ii) of Section 5(a), and, subject to make Executive providing the Pro Rata Cash Incentive Payment Company with the release and (iii) separation agreement described below, to pay to Executive Executive, in substantially equal installments in accordance with the normal payroll practices of the Company over a single lump sum payment, within thirty (30) days from one-year period commencing with the Termination Date, a separation payment an amount equal to two (2) times (Ai) Executive’s then current Base Salary and plus (Bii) the Annual Cash Incentive Bonus paid or payable to Executive pursuant to Section 3(a) with respect to Capri’s last full by the Company for the most recent fiscal year of the Company ended prior to the Termination Date Date, which amount shall be offset by any compensation and benefits that Executive receives from other employment (collectively, the “Separation Payments”). For purposes of this Agreement, “Pro Rata Cash Incentive Payment” shall mean an amount representing the amount of the Annual Cash Incentive payable for the fiscal year in which the Termination Date occurs, based on actual performance over the course of the applicable performance period, assuming Executive’s employment had not been terminated hereunder, multiplied by a fraction, the numerator of which is the number of days Executive was employed hereunder including self-employment) during the applicable performance period and the denominator of which is the full number of days in the applicable performance such payment period. Executive acknowledges and agrees that in the event to promptly notify the Company Parties terminate Executiveupon his obtaining other employment or commencing self-employment during the severance period and to provide the Company with complete information regarding his compensation thereunder. The Company’s employment without Cause and other than for the reasons provided for in Sections 6(a) or 6(b) or Executive terminates his employment for Good Reason, Executive’s sole remedy shall be obligations to receive provide the payments specified referred to in this Section 7(b). In connection with 5(b) shall be contingent upon (A) Executive having delivered to the Separation Payments or any other separation payment made hereunder, Executive agrees to deliver Company a fully executed separation agreement and release (that is not subject to revocation) of claims against the Company Parties and its affiliates and their respective affiliates satisfactory directors, officers, employees, agents and representatives substantially in the form attached hereto as Annex A and content (B) Executive’s continued compliance with his obligations under Section 6 of this Agreement. Executive acknowledges and agrees that in the event the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, except as otherwise provided by applicable law, (1) Executive’s sole remedy shall be to receive the Company’s counselpayments specified in this Section 5(b) and (2) if Executive does not execute the separation agreement and release described above, Executive shall have no remedy with respect to such termination.

Termination Without Cause or With Good Reason. If Executive’s employment under this Agreement is terminated by the Company Parties without Cause (which right Capri and the Company shall have the right to do with or without Cause at any time and for any reason during the Term) and other than for under Section 4(a) or as a result of the reasons provided for in Company giving a non-renewal notice pursuant to Section 6(a) above1, or Executive terminates his employment for Good Reason, the sole obligations of Capri and the Company Parties to Executive shall be: be (i) to make the payments described in clauses (i) through (iii) (inclusive) of Section 7(a) for Accrued Obligations5(a), and (ii) to make the Pro Rata Cash Incentive Payment and (iii) to pay subject to Executive in providing the Company with the release and separation agreement described below, to provide continuation of Executive’s then current Base Salary and medical, dental and insurance benefits by the Company for a single lump sum payment, within thirty one (301) days from year period commencing with the Termination Date, a separation which amount shall be payable in substantially equal installments in accordance with the normal payroll practices of the Company and shall be offset by any compensation and benefits that Executive receives from other employment (including self-employment) during such payment equal period. Executive agrees to two (2promptly notify Capri upon his obtaining other employment or commencing self-employment during the severance period and to provide Capri with complete information regarding his compensation thereunder. Capri and the Company’s obligation to provide the payments referred to in this Section 5(b) times shall be contingent upon (A) Executive’s Base Salary and (B) the Annual Cash Incentive paid or payable Executive having delivered to Executive pursuant to Section 3(a) with respect to Capri’s last full fiscal year ended prior to the Termination Date (collectively, the “Separation Payments”). For purposes of this Agreement, “Pro Rata Cash Incentive Payment” shall mean an amount representing the amount of the Annual Cash Incentive payable for the fiscal year in which the Termination Date occurs, based on actual performance over the course of the applicable performance period, assuming Executive’s employment had not been terminated hereunder, multiplied by a fraction, the numerator of which is the number of days Executive was employed hereunder during the applicable performance period and the denominator of which is the full number of days in the applicable performance period. Executive acknowledges and agrees that in the event the Company Parties terminate Executive’s employment without Cause and other than for the reasons provided for in Sections 6(a) or 6(b) or Executive terminates his employment for Good Reason, Executive’s sole remedy shall be to receive the payments specified in this Section 7(b). In connection with the Separation Payments or any other separation payment made hereunder, Executive agrees to deliver Capri a fully executed separation agreement and release (that is not subject to revocation) of claims against the Company Parties Capri and its affiliates and their respective affiliates directors, officers, employees, agents and representatives satisfactory in form and content to the CompanyCapri’s counsel, and (B) Executive’s continued compliance with his obligations under Section 6 of this Agreement. Executive acknowledges and agrees that in the event the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, (1) Executive’s sole remedy against Capri and the Company shall be to receive the payments specified in this Section 5(b) and (2) if Executive does not execute the separation agreement and release described above, Executive shall have no remedy with respect to such termination.

Termination Without Cause or With Good Reason. (i) If Executive’s employment under this Agreement is terminated by the Company Parties without Cause (which right the Company shall have at any time and for any reason during the Term) and other than for the reasons provided for in Section 6(a) aboveCause, or Executive terminates his employment for Good Reason, the sole obligations of the Company Parties to Executive shall be: be (ia) to make the payments described in Section 7(aclauses (i) for Accrued Obligations, (ii) to make the Pro Rata Cash Incentive Payment and through (iii) to pay (inclusive) of Section 5(a), and (b) subject to Executive in providing the Company Parties with the release and separation agreement described below, to provide continuation of Executive’s then current Base Salary for a single lump sum payment, within thirty two (302) days from year period commencing with the day following the Termination Date, Date plus a separation payment equal equivalent to two (2) times (A) years of Executive’s Base Salary and (B) target Annual Cash Incentive plus the Annual Cash Incentive paid or payable to Executive pursuant to Section 3(a) with respect to Capri’s last full fiscal year ended prior to the Termination Date (collectively, the “Separation Payments”). For purposes of this Agreement, “Pro Rata Cash Incentive Payment” shall mean an amount representing the amount of the Annual Cash Incentive payable for the fiscal year in which the Termination Date occurs, occurs (pro rated based on actual performance over the course of Termination Date within the applicable performance period, assuming Executive’s employment had not been terminated hereunder, multiplied by a fraction) (the “Separation Cash Incentive”) plus the value of accrued but unused vacation (together, the numerator “Severance Payments”). The Separation Cash Incentive shall be payable to Executive on the date that the Annual Cash Incentive is actually paid to similarly situated executives of which is Capri and its affiliates. The Company Parties’ obligations to provide the number of days payments and any long-term incentive award vesting referred to in Section 5(b)(iii) shall be contingent upon (A) Executive was employed hereunder during the applicable performance period and the denominator of which is the full number of days in the applicable performance period. Executive acknowledges and agrees that in the event having delivered to the Company Parties terminate Executive’s employment without Cause and other than for the reasons provided for in Sections 6(a) or 6(b) or Executive terminates his employment for Good Reason, Executive’s sole remedy shall be to receive the payments specified in this Section 7(b). In connection with the Separation Payments or any other separation payment made hereunder, Executive agrees to deliver a fully executed separation agreement and release (that is not subject to revocation) of claims against the Company Parties and their affiliates and their respective affiliates directors, officers, employees, agents and representatives satisfactory in form and content to the CompanyCapri’s counsel, and (B) Executive’s continued compliance with his obligations under Section 6 of this Agreement. Executive acknowledges and agrees that in the event the Company Parties terminate Executive’s employment without Cause or Executive terminates his employment for Good Reason, (1) Executive’s sole remedy shall be to receive the Severance Payments specified in this Section 5(b) and (2) if Executive does not execute the separation agreement and release described above, Executive shall have no remedy with respect to such termination. (ii) Notwithstanding anything to the contrary, in case of termination without Cause or under (z), (aa), (bb) or (cc) of the definition of Good Reason, the Severance Payments will be calculated based on the Base Salary and target Annual Cash Incentive as if Executive had been appointed Chief Executive Officer of Capri. (iii) The Severance Payments shall be payable in substantially equal installments in accordance with the normal payroll practices of MKUSA less applicable withholdings and deductions and shall not be offset or otherwise reduced by any compensation or other consideration that Executive receives from other employment (including self-employment) during such payment period. In addition, in the event the Company Parties are required to make the Severance Payments described in Section 5(b)(i), Executive shall also be eligible to vest in any long-term incentive award that has a vesting date within twelve (12) months of the Termination Date.

Termination Without Cause or With Good Reason. If Executive’s employment under this Agreement is terminated by the Company Parties without Cause (which right the Company shall have the right to do with or without Cause at any time and for any reason during the Term) and other than for under Section 4(a) or as a result of the reasons provided for in Company giving a non-renewal notice pursuant to Section 6(a) above1, or Executive terminates his employment for Good Reason, the sole obligations of the Company Parties to Executive shall be: be (i) to make the payments described in clauses (i) through (iii) (inclusive) of Section 7(a) for Accrued Obligations5(a), and (ii) to make the Pro Rata Cash Incentive Payment and (iii) to pay subject to Executive in providing the Company with the release and separation agreement described below, to provide continuation of Executive’s then current Base Salary and medical, dental and insurance benefits by the Company for a single lump sum payment, within thirty one (301) days from year period commencing with the Termination Date, a separation which amount shall be payable in substantially equal installments in accordance with the normal payroll practices of the Company and shall be offset by any compensation and benefits that Executive receives from other employment (including self-employment) during such payment equal period. Executive agrees to two (2promptly notify the Company upon his obtaining other employment or commencing self-employment during the severance period and to provide the Company with complete information regarding his compensation thereunder. The Company’s obligations to provide the payments referred to in this Section 5(b) times shall be contingent upon (A) Executive’s Base Salary and (B) the Annual Cash Incentive paid or payable to Executive pursuant to Section 3(a) with respect to Capri’s last full fiscal year ended prior having delivered to the Termination Date (collectively, the “Separation Payments”). For purposes of this Agreement, “Pro Rata Cash Incentive Payment” shall mean an amount representing the amount of the Annual Cash Incentive payable for the fiscal year in which the Termination Date occurs, based on actual performance over the course of the applicable performance period, assuming Executive’s employment had not been terminated hereunder, multiplied by a fraction, the numerator of which is the number of days Executive was employed hereunder during the applicable performance period and the denominator of which is the full number of days in the applicable performance period. Executive acknowledges and agrees that in the event the Company Parties terminate Executive’s employment without Cause and other than for the reasons provided for in Sections 6(a) or 6(b) or Executive terminates his employment for Good Reason, Executive’s sole remedy shall be to receive the payments specified in this Section 7(b). In connection with the Separation Payments or any other separation payment made hereunder, Executive agrees to deliver a fully executed separation agreement and release (that is not subject to revocation) of claims against the Company Parties and its affiliates and their respective affiliates directors, officers, employees, agents and representatives satisfactory in form and content to the Company’s counsel, and (B) Executive’s continued compliance with his obligations under Section 6 of this Agreement. Executive acknowledges and agrees that in the event the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, (1) Executive’s sole remedy shall be to receive the payments specified in this Section 5(b) and (2) if Executive does not execute the separation agreement and release described above, Executive shall have no remedy with respect to such termination.

Termination Without Cause or With Good Reason. If If, during the Term, Executive’s employment under this Agreement is terminated by the Company Parties without Cause (which right the Company shall have the right to do with or without Cause at any time and for any reason during the Term) and other than for under Section 4(a) or as a result of the reasons provided for in Company giving a non-renewal notice pursuant to Section 6(a) above1, or Executive terminates his her employment for Good Reason, the sole obligations of the Company Parties to Executive shall be: be (i) to make the payments described in clauses (i) through (iii) (inclusive) of Section 7(a) for Accrued Obligations5(a), and (ii) to make the Pro Rata Cash Incentive Payment and (iii) to pay subject to Executive in providing the Company with the release and separation agreement described below, to provide continuation of Executive’s then current Base Salary and medical, dental and insurance benefits by the Company for a single lump sum payment, within thirty one (301) days from year period commencing with the Termination Date, a separation which amount shall be payable in substantially equal installments in accordance with the normal payroll practices of the Company and shall be offset by any compensation and benefits that Executive receives from other employment (including self-employment) during such payment equal period. Executive agrees to two (2promptly notify the Company upon her obtaining other employment or commencing self-employment during the severance period and to provide the Company with complete information regarding her compensation thereunder. The Company’s obligations to provide the payments referred to in this Section 5(b) times shall be contingent upon (A) Executive’s Base Salary and (B) the Annual Cash Incentive paid or payable to Executive pursuant to Section 3(a) with respect to Capri’s last full fiscal year ended prior having delivered to the Termination Date (collectively, the “Separation Payments”). For purposes of this Agreement, “Pro Rata Cash Incentive Payment” shall mean an amount representing the amount of the Annual Cash Incentive payable for the fiscal year in which the Termination Date occurs, based on actual performance over the course of the applicable performance period, assuming Executive’s employment had not been terminated hereunder, multiplied by a fraction, the numerator of which is the number of days Executive was employed hereunder during the applicable performance period and the denominator of which is the full number of days in the applicable performance period. Executive acknowledges and agrees that in the event the Company Parties terminate Executive’s employment without Cause and other than for the reasons provided for in Sections 6(a) or 6(b) or Executive terminates his employment for Good Reason, Executive’s sole remedy shall be to receive the payments specified in this Section 7(b). In connection with the Separation Payments or any other separation payment made hereunder, Executive agrees to deliver a fully executed separation agreement and release (that is not subject to revocation) of claims against the Company Parties and its affiliates and their respective affiliates directors, officers, employees, agents and representatives satisfactory in form and content to the Company’s counsel, and (B) Executive’s continued compliance with her obligations under Section 6 of this Agreement. Executive acknowledges and agrees that in the event the Company terminates Executive’s employment without Cause or Executive terminates her employment for Good Reason, (1) Executive’s sole remedy shall be to receive the payments specified in this Section 5(b) and (2) if Executive does not execute the separation agreement and release described above, Executive shall have no remedy with respect to such termination.

Termination Without Cause or With Good Reason. If Executive’s employment under this Agreement is terminated by the Company Parties is terminated during the Term by the Company without Cause or by Executive with Good Reason, Executive will be entitled to (which right a) the payment of all accrued but unpaid Base Salary and Benefits through the date of such termination, (b) the payment of any accrued but unpaid bonus payable under Section 4.1 with respect to a fiscal year of the Company ending prior to such termination, (c) a continuation of group health coverage for Executive for the Severance Period (and, to the extent covered immediately prior to the date of Executive’s termination, his dependents) with the contributions paid by the Company and the Executive continuing on the same basis as in effect on the date of Executive’s termination (as such contributions may be changed in accordance with changes for similarly situated employees during the relevant time period); (d) the payment for the Severance Period of monthly severance payments equal to one-twelfth of his Base Salary as of the date of such termination, and (e) vesting of all of Executive’s stock options, to the extent not already vested. The benefits described in this Section 6.2 (c), (d) and (e) shall be paid only if Executive executes a release agreement in a form acceptable to the Company (as set forth in Exhibit C hereto), shall be in lieu of and not in addition to any other severance arrangement maintained by the Company, and shall be offset by any monies Executive may owe to the Company. Upon the end of the Severance Period, all benefits described in this Section 6.2 (c), (d) and (e) will cease and the Company shall have at any time and for any no further liability or obligation by reason during of such termination. Notwithstanding the Term) and other than for the reasons provided for in Section 6(a) above, or Executive terminates his employment for Good Reasonforegoing, the sole obligations Company may elect to waive the application of Section 5.1(a) of this Agreement by written notice delivered to the Company Parties Executive within 15 days of his termination and, in that case, Executive will not be entitled to Executive shall be: (i) to make the payments any benefits described in Section 7(a) for Accrued Obligations6.2(c), (iid) to make the Pro Rata Cash Incentive Payment and (iii) to pay to e), above. If Executive in a single lump sum paymentviolates the provisions of Section 5.1(a), within thirty (30) days from the Termination Date, a separation payment equal to two (2) times (A) Executive’s Base Salary and (B) the Annual Cash Incentive paid or payable to Executive pursuant to Section 3(a) with respect to Capri’s last full fiscal year ended prior to the Termination Date (collectively, the “Separation Payments”). For purposes of this Agreement, “Pro Rata Cash Incentive Payment” shall mean an amount representing the amount of the Annual Cash Incentive payable for the fiscal year in which the Termination Date occurs, based on actual performance over the course of the applicable performance period, assuming Executive’s employment had not been terminated hereunder, multiplied by a fraction, the numerator of which is the number of days Executive was employed hereunder during the applicable performance period and the denominator of which is the full number of days in the applicable performance period. Executive acknowledges and agrees that in the event the Company Parties terminate Executive’s employment without Cause and other than for the reasons provided for in Sections 6(a) or 6(b) or Executive terminates his employment for Good Reason, Executive’s sole remedy shall be to receive the payments specified in this Section 7(b). In connection with the Separation Payments or any other separation payment made hereunder, Executive agrees to deliver a fully executed separation agreement and release (that is not subject to revocation) of claims against the Company Parties and their respective affiliates satisfactory in form and content to the Company’s counselobligations to provide the benefits described in Section 6.2(c), (d) and (e) shall cease and be rendered a nullity.

Termination Without Cause or With Good Reason. If Executive’s employment under this Agreement is terminated by the Company Parties without Cause (which right the Company shall have at any time and for any reason during the Term) and other than for under Section 4(a) or as a result of the reasons provided for in Company giving a non-renewal notice pursuant to Section 6(a) above1, or Executive terminates his employment for Good Reason, the sole obligations of the Company Parties to Executive shall be: (i) be to make the payments described in Section 7(aclauses (i) for Accrued Obligations, and (ii) of Section 5(a), and, subject to make Executive providing the Pro Rata Cash Incentive Payment Company with the release and (iii) separation agreement described below, to pay to Executive the Executive, in substantially equal installments in accordance with the normal payroll practices of the Company over a single lump sum payment, within thirty (30) days from one-year period commencing with the Termination Date, a separation payment an amount equal to two (2) times (Ai) Executive’s then current Base Salary and plus (Bii) the Annual Cash Incentive Bonus paid or payable to Executive pursuant to Section 3(a) with respect to Capri’s last full by the Company for the most recent fiscal year of the Company ended prior to the Termination Date Date, which amount shall be offset by any compensation and benefits that Executive receives from other employment (collectively, the “Separation Payments”). For purposes of this Agreement, “Pro Rata Cash Incentive Payment” shall mean an amount representing the amount of the Annual Cash Incentive payable for the fiscal year in which the Termination Date occurs, based on actual performance over the course of the applicable performance period, assuming Executive’s employment had not been terminated hereunder, multiplied by a fraction, the numerator of which is the number of days Executive was employed hereunder including self-employment) during the applicable performance period and the denominator of which is the full number of days in the applicable performance such payment period. Executive acknowledges and agrees that in the event to promptly notify the Company Parties terminate Executiveupon his obtaining other employment or commencing self-employment during the severance period and to provide the Company with complete information regarding his compensation thereunder. The Company’s employment without Cause and other than for the reasons provided for in Sections 6(a) or 6(b) or Executive terminates his employment for Good Reason, Executive’s sole remedy shall be obligations to receive provide the payments specified referred to in this Section 7(b). In connection with 5(b) shall be contingent upon (A) Executive having delivered to the Separation Payments or any other separation payment made hereunder, Executive agrees to deliver Company a fully executed separation agreement and release (that is not subject to revocation) of claims against the Company Parties and its affiliates and their respective affiliates directors, officers, employees, agents and representatives satisfactory in form and content to the Company’s counsel, and (B) Executive’s continued compliance with his obligations under Section 6 of this Agreement. Executive acknowledges and agrees that in the event the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, (1) Executive’s sole remedy shall be to receive the payments specified in this Section 5(b) and (2) if Executive does not execute the separation agreement and release described above, Executive shall have no remedy with respect to such termination.