No Separate Fund. All severance benefits payable under this Agreement are payable from the Company’s general assets. There is no separate trust or fund established for the payment of severance benefits under this Agreement. All amounts payable hereunder shall be less all appropriate deductions, including federal, state and local withholding taxes.

SECTION # Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with Section 6.04), except:

Time of Approved Payment. In the event that either the Plan Administrator or the Appeals Committee determines that the claimant is entitled to the payment of all or a portion of the benefits claimed, such payment shall be made to the claimant within 30 days of the date of such determination or such later time as may be required to comply with Section 409A of the Code.

Compensation and Approved Expenses. Company will compensate Consultant in accordance with the terms set forth in the SOW. Consultant acknowledges and agrees that he shall not be entitled at any time to any additional compensation for the Services. Consultant shall be reimbursed for project specific expenses with the prior written approval of Company or as expressly provided in the SOW.

Approved Carrier/Policy Changes. All insurance shall be obtained from an insurance company rated “​” or better by A.M. Best or otherwise approved by CKI. The Licensee shall give at least ​ prior written notice to CKI of the cancellation or any modification of such insurance policy that would affect any of CKI’s, PVH’s, CKTT’s, or Mr. Calvin Klein’s status or benefits thereunder. This insurance may be obtained for CKI, PVH, CKTT, or Mr. Calvin Klein by the Licensee in conjunction with a policy which covers products other than the Licensed Products.

An Eligible Employee who is on an Approved Leave (as defined below) may, by written election, elect to suspend participation in the Plan, or, as applicable: # have payroll deductions in respect of the Plan continue; or # where payroll deductions are not possible because the Approved Leave is unpaid, make cash payments to the Company, in the time and manner prescribed by the Company, with such payments to be equal to the amount of payroll deduction in effect in respect of the Plan for the pay period immediately prior to the Approved Leave.

Grant of Approved Options. Where an Award is intended to qualify as an Approved Option (as defined in the 2013 Approved Company Share Option Plan, the rules of which are set out in Appendix A), such Award shall be subject to the provisions of the 2013 Approved Company Share Option Plan.

An Approved Option may not be granted:

[[[Borrower:Organization]]] Credit Agreement #61304369

Agent and Lenders acknowledge that Borrower is seeking a revolving loan facility to be secured by a first lien security interest in Borrower’s Inventory and accounts receivable generated by product sales in the normal course of business; provided that # any such loan facility will be (i)(x) in a maximum principal amount of $2,500,000, # subject to an advance rate of no greater than # seventy- five percent (75.0%) in respect of such accounts receivable and # fifty percent (50.0%) in respect of Inventory, in each case unless otherwise agreed to in writing by Agent in its sole discretion, and # subject to an Intercreditor Agreement, # Agent shall have a second priority Lien and security interest in any accounts receivable and Inventory securing such revolving loan facility, and # the material terms and conditions of such revolving loan facility shall be acceptable to Agent in its commercially reasonable discretion (such revolving loan facility, together with any replacement revolving loan facility as approved by Agent that is subject to an Intercreditor Agreement, collectively an “Approved AR Loan Facility”). Agent and Borrower agree to work together in good faith, and at Borrower’s sole cost and expense, to negotiate and enter into such amendments to this Agreement and such other Loan Documents as may be necessary to permit such Debt owing under any Approved AR Loan Facility, to release and/or subordinate such Liens as may be necessary to effectuate any such Approved AR Loan Facility, and to enter into such third party documents as may be reasonably requested by Borrower and/or the revolving loan lender under any such Approved AR Loan Facility.