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 without Cause (which Capri and the Company shall have the right to do with or without Cause at any time during the Term) or Executive terminates her employment for Good Reason, the sole obligations of Capri and the Company to Executive shall be (i) to make the payments described in clauses (i) through (iii) (inclusive) of Section 5(a), (ii) if Executive is terminated between April 1st and June 15th of any fiscal year, to pay by no later than June 30th following the Termination Date, any annual cash incentive actually earned by Executive pursuant to the Cash Plan, and (iii) subject to Executive 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 one (1) year period commencing with the Termination Date, 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 period. Executive agrees to promptly notify Capri upon her obtaining other employment or commencing self-employment during the severance period and to provide Capri with complete information regarding her compensation thereunder. Capri and the Company’s obligation to provide the payments referred to in this Section 5(b) shall be contingent upon (A) Executive having delivered to Capri a fully executed separation agreement and release (that is not subject to revocation) of claims against Capri and its affiliates and their respective directors, officers, employees, agents and representatives satisfactory in form and content to Capri’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 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. If If, during the Term, Executive’s employment under this Agreement is terminated by the Company without Cause (which Capri and the Company shall have the right to do terminate with or without Cause at any time during the Term) and other than under Section 4(a) or as a result of the Company giving a non-renewal notice pursuant to Section 1, or Executive terminates her employment for Good Reason, the sole obligations of Capri and the Company to Executive shall be (i) to make the payments described in clauses (i) through (iii) (inclusive) of Section 5(a), and (ii) if Executive is terminated between April 1st and June 15th of any fiscal year, to pay by no later than June 30th following the Termination Date, any annual cash incentive actually earned by Executive pursuant to the Cash Plan, and (iii) subject to Executive 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 one (1) year period commencing with the Termination Date, 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 period. Executive agrees to promptly notify Capri the Company upon her obtaining other employment or commencing self-employment during the severance period and to provide Capri the Company with complete information regarding her compensation thereunder. Capri and the The Company’s obligation obligations to provide the payments referred to in this Section 5(b) shall be contingent upon (A) Executive having delivered to Capri the Company a fully executed separation agreement and release (that is not subject to revocation) of claims against Capri the Company and its affiliates and their respective directors, officers, employees, agents and representatives satisfactory in form and content to Capri’s counselthe Company, 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 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. If Executive’s employment under this Agreement is terminated by the Company without Cause (which Capri and right the Company shall have the right to do with or without Cause at any time during the Term) and other than under Section 4(a) or as a result of the Company giving a non-renewal notice pursuant to Section 1, or Executive terminates her his employment for Good Reason, the sole obligations of Capri and the Company to Executive shall be (i) to make the payments described in clauses (i) through and (iii) (inclusiveii) of Section 5(a), (ii) if Executive is terminated between April 1st and June 15th of any fiscal yearand, to pay by no later than June 30th following the Termination Date, any annual cash incentive actually earned by Executive pursuant to the Cash Plan, and (iii) subject to Executive providing the Company with the release and separation agreement described below, to provide continuation of pay the Executive’s then current Base Salary and medical, dental and insurance benefits by the Company for a one (1) year period commencing with the Termination Date, which amount shall be payable in substantially equal installments in accordance with the normal payroll practices of the Company and over a one-year period commencing with the Termination Date, an amount equal to (i) Executive’s then current Base Salary plus (ii) the Bonus paid to Executive by the Company for the most recent fiscal year of the Company ended prior to the Termination Date, which amount shall be offset by any compensation and benefits that Executive receives from other employment (including self-employment) during such payment period. Executive agrees to promptly notify Capri the Company upon her his obtaining other employment or commencing self-employment during the severance period and to provide Capri the Company with complete information regarding her his compensation thereunder. Capri and the The Company’s obligation obligations to provide the payments referred to in this Section 5(b) shall be contingent upon (A) Executive having delivered to Capri the Company a fully executed separation agreement and release (that is not subject to revocation) of claims against Capri the Company and its affiliates and their respective directors, officers, employees, agents and representatives satisfactory in form and content to Caprithe Company’s counsel, and (B) Executive’s continued compliance with her 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 her 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. If Executive’s employment under this Agreement is terminated by the Company without Cause (which Capri and the Company shall have the right to do with or without Cause at any time during the Term) and other than under Section 4(a) or as a result of the Company giving a non-renewal notice pursuant to Section 1, or Executive terminates her employment for Good Reason, the sole obligations of Capri and the Company to Executive shall be (i) to make the payments described in clauses (i) through (iii) (inclusive) of Section 5(a), and (ii) if Executive is terminated between April 1st and June 15th of any fiscal year, to pay by no later than June 30th following the Termination Date, any annual cash incentive actually earned by Executive pursuant to the Cash Plan, and (iii) subject to Executive 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 one (1) year period commencing with the Termination Date, 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 period. Executive agrees to promptly notify Capri the Company upon her obtaining other employment or commencing self-employment during the severance period and to provide Capri the Company with complete information regarding her compensation thereunder. Capri and the The Company’s obligation obligations to provide the payments referred to in this Section 5(b) shall be contingent upon (A) Executive having delivered to Capri the Company a fully executed separation agreement and release (that is not subject to revocation) of claims against Capri the Company and its affiliates and their respective directors, officers, employees, agents and representatives satisfactory in form and content to Caprithe 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 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. If Executive’s employment under this Agreement is terminated by the Company without Cause (which Capri and the Company shall have the right to do with or without Cause at any time during the Term) and other than under Section 4(a) or as a result of the Company giving a non-renewal notice pursuant to Section 1, or Executive terminates her his employment for Good Reason, the sole obligations of Capri and the Company to Executive shall be (i) to make the payments described in clauses (i) through (iii) (inclusive) of Section 5(a), and (ii) if Executive is terminated between April 1st and June 15th of any fiscal year, to pay by no later than June 30th following the Termination Date, any annual cash incentive actually earned by Executive pursuant to the Cash Plan, and (iii) subject to Executive 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 one (1) year period commencing with the Termination Date, 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 period. Executive agrees to promptly notify Capri the Company upon her his obtaining other employment or commencing self-employment during the severance period and to provide Capri the Company with complete information regarding her his compensation thereunder. Capri and the The Company’s obligation obligations to provide the payments referred to in this Section 5(b) shall be contingent upon (A) Executive having delivered to Capri the Company a fully executed separation agreement and release (that is not subject to revocation) of claims against Capri the Company and its affiliates and their respective directors, officers, employees, agents and representatives satisfactory in form and content to Caprithe Company’s counsel, and (B) Executive’s continued compliance with her 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 her 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. If Executive’s employment under this Agreement is terminated by the Company without Cause (which Capri and right the Company shall have the right to do with or without Cause at any time during the Term) and other than under Section 4(a) or as a result of the Company giving a non-renewal notice pursuant to Section 1, or Executive terminates her his employment for Good Reason, the sole obligations of Capri and the Company to Executive shall be (i) to make the payments described in clauses (i) through and (iii) (inclusiveii) of Section 5(a), (ii) if Executive is terminated between April 1st and June 15th of any fiscal yearand, to pay by no later than June 30th following the Termination Date, any annual cash incentive actually earned by Executive pursuant to the Cash Plan, and (iii) subject to Executive providing the Company with the release and separation agreement described below, to provide continuation of pay to Executive’s then current Base Salary and medical, dental and insurance benefits by the Company for a one (1) year period commencing with the Termination Date, which amount shall be payable in substantially equal installments in accordance with the normal payroll practices of the Company and over a one-year period commencing with the Termination Date, an amount equal to (i) Executive’s then current Base Salary plus (ii) the Bonus paid to Executive by the Company for the most recent fiscal year of the Company ended prior to the Termination Date, which amount shall be offset by any compensation and benefits that Executive receives from other employment (including self-employment) during such payment period. Executive agrees to promptly notify Capri the Company upon her his obtaining other employment or commencing self-employment during the severance period and to provide Capri the Company with complete information regarding her his compensation thereunder. Capri and the The Company’s obligation obligations to provide the payments referred to in this Section 5(b) shall be contingent upon (A) Executive having delivered to Capri the Company a fully executed separation agreement and release (that is not subject to revocation) of claims against Capri the Company and its affiliates and their respective directors, officers, employees, agents and representatives satisfactory substantially in the form and content to Capri’s counsel, attached hereto as Annex A and (B) Executive’s continued compliance with her 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 her his employment for Good Reason, except as otherwise provided by applicable law, (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 Capri and the Company shall have the right to do with or without Cause at any time during the Term) Cause, or Executive terminates her his employment for Good Reason, the sole obligations of Capri and the Company Parties to Executive shall be (ia) to make the payments described in clauses (i) through (iii) (inclusive) of Section 5(a), (ii) if Executive is terminated between April 1st and June 15th of any fiscal year, to pay by no later than June 30th following the Termination Date, any annual cash incentive actually earned by Executive pursuant to the Cash Plan, and (iiib) subject to Executive providing the Company Parties 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 one two (12) year period commencing with the day following the Termination DateDate plus a payment equivalent to two (2) years of Executive’s target Annual Cash Incentive plus the Annual Cash Incentive for the fiscal year in which the Termination Date occurs (pro rated based on the Termination Date within the performance period) (the “Separation Cash Incentive”) plus the value of accrued but unused vacation (together, which amount the “Severance Payments”). The Separation Cash Incentive shall be payable in substantially equal installments in accordance with to Executive on the normal payroll practices date that the Annual Cash Incentive is actually paid to similarly situated executives of the Company and shall be offset by any compensation and benefits that Executive receives from other employment (including self-employment) during such payment period. Executive agrees to promptly notify Capri upon her obtaining other employment or commencing self-employment during the severance period and to provide Capri with complete information regarding her compensation thereunder. Capri and the Company’s obligation its affiliates. The Company Parties’ obligations to provide the payments and any long-term incentive award vesting referred to in this Section 5(b5(b)(iii) shall be contingent upon (A) Executive having delivered to Capri the Company Parties a fully executed separation agreement and release (that is not subject to revocation) of claims against Capri the Company Parties and its their affiliates and their respective directors, officers, employees, agents and representatives satisfactory in form and content to Capri’s counsel, and (B) Executive’s continued compliance with her his obligations under Section 6 of this Agreement. Executive acknowledges and agrees that in the event the Company terminates Parties terminate Executive’s employment without Cause or Executive terminates her his employment for Good Reason, (1) Executive’s sole remedy against Capri and the Company shall be to receive the payments 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.

Termination Without Cause or With Good Reason. If Executive’s employment under this Agreement is terminated by the Company without Cause (which Capri and the Company shall have the right to do with or without Cause at any time during the TermTerm subject to the provisions of this Section 6) or Executive terminates her his employment for Good Reason, then the sole obligations of Capri and the Company to Executive shall be (i) for the Accrued Obligations, with any applicable cash payments to make the payments described be paid to Executive in clauses a single lump sum within fifteen (i15) through (iii) (inclusive) days of Section 5(a), (ii) if Executive is terminated between April 1st and June 15th of any fiscal year, to pay by no later than June 30th following the Termination Date, any annual cash incentive actually earned by Executive pursuant to the Cash Plan, and (iiiii) subject to Executive 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 one (1) year period commencing with on the Termination Date, which amount amounts shall be payable in substantially equal installments in accordance with the normal payroll practices of the Company Company, plus (x) the Guaranteed Cash Incentive (to the extent any portion of the Guaranteed Cash Incentive has not actually been paid to Executive) and (y) beginning with fiscal year 2025 and thereafter, a cash payment equal to Executive’s target annual cash incentive payment pursuant to the Cash Incentive Plan for the fiscal year in which the Termination Date occurs pro rated from the first day of the fiscal year in which the Termination Date occurs up to and including the Termination Date. Executive shall not be offset required to mitigate damages or the amount of any payment provided for under this Agreement by any compensation and benefits that Executive receives from seeking other employment (or otherwise after the Termination Date, and any amounts earned by Executive following the Termination Date, including but not limited to, from self-employment) during such , as a common law employee or otherwise, shall not reduce the amount of any payment periodotherwise payable to Executive by the Company hereunder. Executive agrees to promptly notify Capri upon her obtaining other employment or commencing self-employment during the severance period and to provide Capri with complete information regarding her compensation thereunder. Capri and the The Company’s obligation to provide the payments referred to in this Section 5(b6(b) shall be contingent upon (A) Executive having delivered to Capri the Company a fully executed separation agreement and release (that is not subject to revocation) of claims against Capri the Company and its affiliates and subsidiaries and their respective directors, officers, employees, agents and representatives satisfactory in form and content to Caprithe Company’s counsel, and (B) Executive’s continued compliance with her his obligations under Section 6 7 of this Agreement. Executive acknowledges and agrees that in the event the Company terminates Executive’s employment without Cause or Executive terminates her 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 termination6(b).

Termination Without Cause or With Good Reason. If Executive’s employment under this Agreement is terminated by the Company Parties without Cause (which Capri and 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 the reasons provided for in Section 6(a) above, or Executive terminates her 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 (iSection 7(a) through (iii) (inclusive) of Section 5(a)for Accrued Obligations, (ii) if Executive is terminated between April 1st to make the Pro Rata Cash Incentive Payment and June 15th of any fiscal year, (iii) to pay by no later than June 30th following to Executive in a single lump sum payment, within thirty (30) days from the Termination Date, any annual cash incentive actually earned by 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 PlanIncentive Payment” shall mean an amount representing the amount of the Annual Cash Incentive payable for the fiscal year in which the Termination Date occurs, and (iii) subject to Executive providing based on actual performance over the Company with course of the release and separation agreement described belowapplicable performance period, to provide continuation of assuming Executive’s then current Base Salary 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 medical, dental and insurance benefits by the Company for a one (1) year period commencing with denominator of which is the Termination Date, which amount shall be payable full number of days 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 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 promptly notify Capri upon her obtaining other employment or commencing self-employment during the severance period and to provide Capri with complete information regarding her compensation thereunder. Capri and the Company’s obligation to provide receive the payments referred to specified in this Section 5(b) shall be contingent upon (A) 7(b). In connection with the Separation Payments or any other separation payment made hereunder, Executive having delivered agrees to Capri deliver a fully executed separation agreement and release (that is not subject to revocation) of claims against Capri and its affiliates the Company Parties and their respective directors, officers, employees, agents and representatives affiliates satisfactory in form and content to Caprithe 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 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. If If, during the Term, Executive’s employment under this Agreement is terminated by the Company without Cause (which Capri and the Company shall have the right to do with or without Cause at any time during the Term) and other than under Section 4(a) or as a result of the Company giving a non-renewal notice pursuant to Section 1, or Executive terminates her employment for Good Reason, the sole obligations of Capri and the Company to Executive shall be (i) to make the payments described in clauses (i) through (iii) (inclusive) of Section 5(a), and (ii) if Executive is terminated between April 1st and June 15th of any fiscal year, to pay by no later than June 30th following the Termination Date, any annual cash incentive actually earned by Executive pursuant to the Cash Plan, and (iii) subject to Executive 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 one (1) year period commencing with the Termination Date, 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 period. Executive agrees to promptly notify Capri the Company upon her obtaining other employment or commencing self-employment during the severance period and to provide Capri the Company with complete information regarding her compensation thereunder. Capri and the The Company’s obligation obligations to provide the payments referred to in this Section 5(b) shall be contingent upon (A) Executive having delivered to Capri the Company a fully executed separation agreement and release (that is not subject to revocation) of claims against Capri the Company and its affiliates and their respective directors, officers, employees, agents and representatives satisfactory in form and content to Caprithe 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 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. If Executive’s employment under this Agreement is terminated by the Company without Cause (which Capri and the Company shall have the right to do with or without Cause at any time during the Term) and other than under Section 4(a) or as a result of the Company giving a non-renewal notice pursuant to Section 1, or Executive terminates her his employment for Good Reason, the sole obligations of Capri and the Company to Executive shall be (i) to make the payments described in clauses (i) through (iii) (inclusive) of Section 5(a), and (ii) if Executive is terminated between April 1st and June 15th of any fiscal year, to pay by no later than June 30th following the Termination Date, any annual cash incentive actually earned by Executive pursuant to the Cash Plan, and (iii) subject to Executive 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 one (1) year period commencing with the Termination Date, 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 period. Executive agrees to promptly notify Capri upon her his obtaining other employment or commencing self-employment during the severance period and to provide Capri with complete information regarding her his compensation thereunder. Capri and the Company’s obligation to provide the payments referred to in this Section 5(b) shall be contingent upon (A) Executive having delivered to Capri a fully executed separation agreement and release (that is not subject to revocation) of claims against Capri and its affiliates and their respective directors, officers, employees, agents and representatives satisfactory in form and content to Capri’s counsel, and (B) Executive’s continued compliance with her 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 her 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.