Capri : Management Change/Compensation - Form 8-K

On December 15, 2023, Capri Holdings Limited ("Capri") entered into a letter agreement with Jenna A. Hendricks, Senior Vice President and Chief People Officer of Capri, pursuant to which Ms. Hendricks will be paid certain amounts of compensation in the 2023 calendar year to which she would otherwise become entitled either (a) in 2024 or (b) in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of August 10, 2023, by and among Tapestry, Inc., Sunrise Merger Sub, Inc., and Capri (the "Merger Agreement"), for the purpose of reducing or eliminating the excise tax imposed under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, that would be imposed on amounts payable to her in connection with the consummation of the transactions contemplated by the Merger Agreement. The letter agreement provides for the vesting of the Capri time-based restricted stock unit awards that were otherwise scheduled to vest in 2024 and the payment of the special one-time cash bonus award granted to Ms. Hendricks in connection with the transactions contemplated by the Merger Agreement and the severance payable pursuant to the Change in Control Continuity Agreement between Capri and Ms. Hendricks, in each case, on or prior to December 22, 2023. Pursuant to the letter agreement, Ms. Hendricks will be required to pay to Capri the value of the payments (in the case of the restricted stock units, based on the fair market value of the ordinary shares delivered (determined as set forth in the letter agreement)) to which she would not otherwise have been entitled if the Merger Agreement is terminated or her employment terminates (or continues) under certain circumstances.

The foregoing description of the letter agreement with Ms. Hendricks does not purport to be complete and is qualified in its entirety by reference to the full text of the letter agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.