Common use of Death or Disability; Termination for Cause or Without Good Reason Clause in Contracts

Death or Disability; Termination for Cause or Without Good Reason. If Executive’s employment under this Agreement is terminated under Section 4(a), 4(b), or Executive terminates Executive’s employment without Good Reason, Executive shall not thereafter be entitled to receive any compensation or benefits under this Agreement, other than (i) Base Salary earned but not yet paid prior to the Termination Date, (ii) reimbursement of any expenses pursuant to Section 3(e) incurred prior to the Termination Date, and (iii) vested equity incentive awards in accordance with Section 3(f)(ii). For purposes of this Agreement, “Good Reason” means (A) the significant reduction of Executive’s duties or responsibilities relating to the Position, except with respect to any action initiated or recommended by Executive and approved by Xxxxx, (B) the assignment to Executive of duties or responsibilities that are inconsistent in any material respect with the scope of the duties or responsibilities of the Position, (C) a reduction in Base Salary, (D) Executive’s office is relocated more than fifty (50) miles from its location immediately prior to such relocation, or (E) a material breach by the Company Parties of their obligations under this Agreement, in each case, that the Company Parties have failed to cure (as determined by Xxxxx acting in good faith) within thirty (30) days following written notice from Executive to Capri sent within sixty (60) days of the initial existence of such condition becoming known (or should have become known to them), and Executive terminates employment within thirty (30) days of the expiration of such cure period.

Death or Disability; Termination for Cause or Without Good Reason. If Executive’s employment under this Agreement is terminated under Section 4(a), 4(b), section 5(a) or 5(b) or Executive terminates Executive’s his employment without for any reason other than for Good ReasonReason (as defined below), Executive shall not thereafter be entitled to receive any compensation or benefits under this Agreement, other than (i) Base Salary earned but not yet paid prior to the Termination Date, ; (ii) reimbursement of any expenses pursuant to Section 3(e4(e) incurred prior to the Termination Date, and ; (iii) vested equity incentive awards in accordance with Section 3(f)(ii4(f)(iii); (iv) accrued benefits pursuant to Section 4(d); and (v) the cash equivalent of any accrued, but unused, Vacation (the “Accrued Obligations”). For purposes of this Agreement, “Good Reason” means (A) the significant reduction elimination of the Position or any other action by the Company that significantly reduces or materially interferes with Executive’s duties duties, responsibilities or responsibilities relating authority to a level inconsistent with industry standard practice as it relates to the Position, except with respect to any excluding isolated, insubstantial or inadvertent action initiated or recommended by Executive and approved by Xxxxx, the Company not taken in bad faith; (B) a material breach by the assignment to Executive Company of duties or responsibilities that are inconsistent in any material respect with the scope of the duties or responsibilities of the Position, its obligations under this Agreement; (C) a reduction change in Base SalaryExecutive’s title as CEO of Xxxxxxx Xxxx or a change in reporting such that Executive no longer reports to the Capri CEO (or, if no Capri CEO, then the interim Capri CEO); (D) Executive’s involuntary relocation to an office is relocated more than fifty (50) miles from its location immediately prior to such relocation, outside of New York City; or (E) in the event of a material breach by “change of control” (as defined in the Company Parties Omnibus Incentive Plan), failure of their the surviving entity to assume in writing the Company’s obligations under set forth in this Agreement. In all instances set forth under subclauses (A) through (E) (inclusive) hereunder, in each case, that written notice from Executive to the Company Parties have failed to cure (as determined by Xxxxx acting in good faith) Capri CEO setting forth the specific basis of the alleged conduct constituting Good Reason is required within thirty (30) days following written notice from the later of (x) the occurrence; or (y) the date Executive to Capri sent within sixty (60) days of the initial existence becomes aware of such condition becoming known (or should conduct. The Company shall have become known to them), and Executive terminates employment within thirty (30) days of after said written notice to cure such noncompliance, and if not cured, termination by Executive for Good Reason shall only be effective ten (10) days after the expiration of such the cure period.

Death or Disability; Termination for Cause or Without Good Reason. If Executive’s employment under this Agreement is terminated under Section 4(a), 4(b), or Executive terminates Executive’s employment without Good Reason, Executive shall not thereafter be entitled to receive any compensation or benefits under this Agreement, other than (i) Base Salary earned but not yet paid prior to the Termination Date, (ii) reimbursement of any expenses pursuant to Section 3(e) incurred prior to the Termination Date, and (iii) vested equity incentive awards in accordance with Section 3(f)(ii). For purposes of this Agreement, “Good Reason” means (A) the significant reduction of Executive’s duties or responsibilities relating to the Position, except with respect to any action initiated or recommended by Executive and approved by Xxxxx, (B) the assignment to Executive of duties or responsibilities that are inconsistent in any material respect with the scope of the duties or responsibilities of the Position, (C) a reduction in Base Salary, (D) Executive’s office is relocated more than fifty (50) miles from its location immediately prior to such relocation, or (E) a material breach by the Company Parties of their obligations under this Agreement, in each case, that the Company Parties have failed to cure (as determined by Xxxxx Capri acting in good faith) within thirty (30) days following written notice from Executive to Capri sent within sixty (60) days of the initial existence of such condition becoming known (or should have become known to them), and Executive terminates employment within thirty (30) days of the expiration of such cure period.