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                                                                  Exhibit 10.29


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                         DONNA KARAN INTERNATIONAL INC.

                            EXECUTIVE INCENTIVE PLAN

                           Effective December 28, 1997

                 (Amended and restated through December 8, 2000)

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                         DONNA KARAN INTERNATIONAL INC.

                            EXECUTIVE INCENTIVE PLAN

1. Purpose. The purpose of the Plan is to enable Donna Karan International Inc.
to attract, retain and motivate certain key employees of Donna Karan
International Inc. and its Designated Parents and Designated Subsidiaries by
providing cash performance awards under the Plan.

2. Definitions. For purposes of The Plan, the following definitions apply:

      (a) "Award" means the total annual Performance Award as determined under
the Plan.

      (b) "Board" means the Board of Directors of the Company.

      (c) "Cause" means with respect to a Participant's Termination of
Employment, (1) in the case where there is no employment agreement between an
Employer and the Participant, or where there is an employment agreement, but
such agreement does not define cause (or words of like import), termination due
to a Participant's dishonesty, fraud, insubordination, willful misconduct, gross
negligence, refusal to perform services (for any reason other than illness or
incapacity) or materially unsatisfactory performance of his or her duties for an
Employer, or the Participant's conviction of a felony or other crime involving,
in the sole discretion of the Committee, moral turpitude; or (2) in the case
where there is an employment agreement between an Employer and the Participant,
termination that is or would be deemed to be for cause (or words of like import)
as defined under such agreement. The Committee shall have sole discretion in
determining whether cause exists and its determination shall be final, binding
and conclusive.

      (d) "Change in Control" means any of the following:

            (i) the acquisition by any "person" (as such term is used in Section
13(d) and 14(d) of the Exchange Act) other than a person who is a stockholder of
the Company on the effective date of the registration statement filed under the
Securities Act relating to the first public offering (the "Initial Public
Offering") of securities of the Company (an "Initial Stockholder") of 30% or
more of the voting power of securities of Company or the acquisition by an
Initial Stockholder, other than an affiliate of the Company that would be a
Parent or a Subsidiary, of an additional 5% of the voting power of securities of
the Company over and above that owned immediately after the closing date of the
Initial Public Offering of the Company's Common Stock; excluding however, the
following: (x) any acquisition by the Company or a Subsidiary of any of the
foregoing, or (y) any acquisition by an employee benefit plan (or related trust)
sponsored or maintained by the Company or a Subsidiary; or

            (ii) (A) the acquisition by any "person" (as such term is used in
Section 13(d) and 14(d) of the Exchange Act) other than a person who, on the
effective date of the Initial Public Offering is a holder of any ownership
interest in Donna Karan Studio (an "Initial Licensee Interest Holder") of 30% or
more of the voting power of Donna Karan Studio or (B) the acquisition by an
Initial Licensee Interest Holder, other than an affiliate of Gabrielle Studio,
Inc. (and excluding any such acquisition
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resulting from a purchase, sale or transfer of Takihyo Inc. stock by and between
any of the current stockholders of Takihyo Inc.) that would be a Parent or a
Subsidiary (but substituting Gabrielle Studio, Inc. for the Company in such
definition) of Gabrielle Studio, Inc., of an additional 5% of the voting power
of securities of the Company over and above that owned immediately after the
closing date of the Initial Public Offering of the Company's Common Stock;
excluding however, the following: (x) any acquisition by the Company or a
Subsidiary of any of the foregoing, or (y) any acquisition by an employee
benefit plan (or related trust) sponsored or maintained by the Company or a
Subsidiary; or

            (iii) any merger or sale of substantially all of the assets of the
Company under circumstances where the holders of the Common Stock of the Company
immediately prior to the transaction becoming public knowledge were not holders
of 80% of the equity securities of the surviving entity resulting from such
transaction; or

            (iv) any change in the composition of the Board of Directors of the
Company not approved by (a) a majority of the Board prior to such change and (b)
by not less than two directors of the Company who were directors prior to the
time any person who was not an Initial Stockholder acquired thirty percent (30%)
or more of the voting power of securities of the Company.

      (e) "Code" means the Internal Revenue Code of 1986, as amended.

      (f) "Committee" means the Incentive Compensation Subcommittee of the
Compensation Committee or such other committee or subcommittee of the Board
appointed by the Board from time to time to administer the Plan on behalf of the
Company, provided that such committee shall consist of two or more members of
the Board.

      (g) "Common Stock" means the common stock of the Company, par value $0.01
per share, any Common Stock into which the Common Stock may be converted and any
Common Stock resulting from any reclassification of the Common Stock.

      (h) "Company" means Donna Karan International Inc., a Delaware
Corporation, and any successor thereto.

      (i) "Covered Employee" means an Employee who is a covered employee as
defined under Section 162(m)(3) of the Code, determined as of the close of the
prior fiscal year of the Company, and any other Employee designated from time to
time by the Committee as a "Covered Employee" for purposes of the Plan, except
that, notwithstanding anything herein to the contrary, the Committee may decide
on an annual basis, in its sole discretion, prior to the beginning of each Plan
Year or such later date permitted by Section 162(m) of the Code, to not treat
any Employee described under this Section 1(i) as a "Covered Employee."

      (j) "Designated Parent" means any Parent which has been designated from
time to time by the Committee to participate in the Plan.


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      (k) "Designated Subsidiary" means any Subsidiary which has been designated
from time to time by the Committee to participate in the Plan.

      (l) "Employee" means any person employed by an Employer, excluding any
"leased employee," as defined in Section 414(n) of the Code, any independent
contractor or agent.

      (m) "Employer" means the Company, any Designated Parent and any Designated
Subsidiary.

      (n) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      (o) "Individual Target Award" means the targeted performance award for a
Plan Year specified by the Committee (with regard to Covered Employees) and
Management Committee (with regard to Non-Covered Employees) as provided in
Section 5 hereof.

      (p) "Management Committee" means the committee which administers the Plan
on behalf of the Company solely with respect to Non-Covered Employees,
consisting of the chief executive officer of the Company, the most senior
executive from the human resources department, the most senior executive from
the finance department and any other individual designated by the Committee or
by the Board. To the extent that no Management Committee is appointed, the
Committee shall be the Management Committee.

      (q) "Non-Covered Employee" means a Participant who is not a Covered
Employee.

      (r) "Parent" means, other than the Company, (i) any corporation in an
unbroken chain of corporations ending with the Company which owns stock
possessing fifty percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain or (ii) any
corporation or trade or business (including, without limitation, a partnership
or limited liability company) which controls fifty percent (50%) or more
(whether by ownership of stock, assets or an equivalent ownership interest) of
the Company.

      (s) "Participant" means any Employee selected, in accordance with Section
4 hereof, to be eligible to receive an Award in accordance with the Plan.

      (t) "Performance Award" means the amount paid or payable under Section 6
hereof.

      (u) "Plan" means the Donna Karan International Inc. Executive Incentive
Plan.

      (v) "Plan Year" means the fiscal year of the Company.

      (w) "Securities Act" means the Securities Act of 1933, as amended.

      (x) "Subsidiary" means, other than the Company, (i) any corporation in an
unbroken chain of corporations beginning with the Company which owns stock
possessing fifty percent (50%) or


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more of the total combined voting power of all classes of stock in one of the
other corporations in such chain; (ii) any corporation or trade or business
(including, without limitation, a partnership or limited liability company)
which is controlled fifty percent (50%) or more (whether by ownership of stock,
assets or an equivalent ownership interest) by the Company or one of its
Subsidiaries; or (iii) any other entity, approved by the Board as a Subsidiary
under the Plan, in which the Company or any of its Subsidiaries has an equity or
other ownership interest.

3. Administration and Interpretation of the Plan.

      (a) The Plan shall be administered by the Committee with respect to
Covered Employees and by the Management Committee with respect to Non-Covered
Employees. The Committee with respect to Covered Employees and the Management
Committee with respect to Non-Covered Employees shall each have the exclusive
authority and responsibility to: (i) interpret the Plan; (ii) approve the
designation of eligible Participants; (iii) set the performance criteria for
Awards within the Plan guidelines; (iv) certify attainment of performance goals
and other material terms; (v) reduce Awards as provided herein; (vi) authorize
the payment of all benefits and expenses of the Plan as they become payable
under the Plan; (vii) adopt, amend and rescind rules and regulations relating to
the Plan; and (viii) make all other determinations and take all other actions
necessary or desirable for the Plan's administration including, without
limitation, correcting any defect, supplying any omission or reconciling any
inconsistency in the Plan in the manner and to the extent it shall deem
necessary to carry the Plan into effect.

      (b) Decisions made by the Committee and the Management Committee shall be
made by a majority of each of its members. The Committee shall have exclusive
and final authority in all determinations and decisions affecting Covered
Employees. All decisions of the Committee on any question concerning the
interpretation and administration of the Plan shall be final, conclusive and
binding upon all Covered Employees. The Management Committee shall have
exclusive and final authority in all determinations and decisions affecting
Non-Covered Employees. All decisions of the Management Committee on any question
concerning the interpretation and administration of the Plan shall be final,
conclusive and binding upon all Non-Covered Employees. The Committee and the
Management Committee may rely on information, and consider recommendations,
provided by the Board or the executive officers of the Company.

      (c) Notwithstanding anything herein to the contrary, the Management
Committee shall have no authority to act or make determinations or decisions
under the Plan with respect to Covered Employees (including Non-Covered
Employees who become Covered Employees).

4. Eligibility and Participation.

      (a) For each Plan Year, any Covered Employee and any Employee who has been
designated by an Employer as a Vice President level or above shall be designated
Participants in the Plan, other than the Chairman of the Board, Vice Chairman
and the Chief Executive Officer of the Company as of the effective date of the
Plan.


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      (b) Except with regard to Employees described under Section 4(a), the
Committee and the Management Committee may designate additional Employees as
Participants and may add to or delete such Employees from the list of designated
Participants at any time and from time to time, in each of their sole
discretion.

      (c) Notwithstanding any other provision to the contrary, no Employee hired
during a Plan Year may become a Participant in the Plan under Section 4(a),
unless and until the Employee has been actively employed by an Employer for at
least six (6) consecutive months following the date he or she first became an
Employee.

      (d) Except with regard to Employees described under Section 4(a), no
person shall be entitled to any Award under the Plan for any Plan Year unless he
or she is so designated as a Participant for that Plan Year.

5. Individual Target Award. A targeted performance award may be specified for
each Participant for each Plan Year. The Committee specifies a targeted
performance award for the Covered Employees and the Management Committee
specifies a targeted performance award for the Non-Covered Employees. The
Individual Target Award may be expressed, at either of the two committee's
discretion, as may be applicable, as a fixed dollar amount, a percentage of base
pay, or an amount determined pursuant to an objective formula or standard.
Establishment of an Individual Target Award for any Employee for a Plan Year
shall not imply or require that the same level Individual Target Award (if any
such award is established by either of the two committees for the relevant
Employee) be set for any subsequent Plan Year. At the time the Performance Goals
are established (as provided in subsection 6.2 below), the Committee or
Management Committee, as applicable, shall prescribe a formula to determine the
percentages (which may be greater than one-hundred percent (100%)) of the
Individual Target Award which may be payable based upon the degree of attainment
of the Performance Goals during the Plan Year.

6. Performance Award Program.

      6.1 Performance Awards. Subject to Section 7 herein, each Participant is
eligible to receive up to the achieved percentage of their Individual Target
Award for such Plan Year (or, subject to the last sentence of Section 5, such
lesser amount as determined by the Committee or the Management Committee, as
applicable, in its sole discretion) based upon the attainment of the
objective Performance Goals established pursuant to subsection 6.2 and the
formula established pursuant to Section 5. Except as specifically provided in
Section 7, no Performance Award shall be made to a Participant for a Plan Year
unless the minimum Performance Goals for such Plan Year are attained.

      6.2 Objective Performance Goals, Formulae or Standards (the "Performance
Goals").

      (a) The Committee shall establish for the Covered Employees and the
Management Committee shall establish for the Non-Covered Employees the objective
performance goals, formulae


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or standards and the Individual Target Award (if any) applicable to such
Participants for a Plan Year in writing prior to the beginning of such Plan Year
or at such later date decided by the Management Committee in its sole discretion
with regard to Non-Covered Employees or at such later date decided by the
Committee in its sole discretion. The Committee and the Management Committee, as
applicable, reserve the right to amend any and all established Performance Goals
for a Plan Year at any time while the outcome of the Performance Goals are
substantially uncertain. Such Performance Goals may incorporate provisions for
disregarding (or adjusting for) changes in accounting methods, corporate
transactions (including, without limitation, dispositions and acquisitions) and
other similar type events or circumstances.

      (b) These Performance Goals shall be based on one or more of the following
criteria: (i) the attainment of certain target levels of, or a percentage
increase in, after-tax or pre-tax profits of the Company including, without
limitation, that attributable to continuing and/or other operations of the
Company (or in any case a Designated Subsidiary, Designated Parent, division, or
other operational unit of the Company); (ii) the attainment of certain target
levels of, or a specified increase in, operational cash flow of the Company (or
a Designated Subsidiary, Designated Parent, division, or other operational unit
of the Company); (iii) the achievement of a certain level of, reduction of, or
other specified objectives with regard to limiting the level of or increase in,
all or a portion of, the Company's bank debt or other long-term or short-term
public or private debt or other similar financial obligations of the Company,
which may be calculated net of such cash balances and/or other offsets and
adjustments as may be established by the Committee or the Management Committee,
as applicable; (iv) the achievement of a certain level of, reduction of, or
other specified objectives with regard to limiting the level of, or increase in,
all or a portion of controllable expenses or other expenses of the Company (or a
Designated Subsidiary, Designated Parent, division or other operational unit of
the Company); (v) the attainment of a specified percentage increase in earnings
per share or earnings per share from continuing operations of the Company (or a
Designated Subsidiary, Designated Parent, division or other operational unit of
the Company); (vi) the attainment of certain target levels of, or a specified
percentage increase in, revenues, net income or earnings before income tax of
the Company (or a Designated Subsidiary, Designated Parent, division, or other
operational unit of the Company); (vii) the attainment of certain target levels
of, or a specified increase in return on capital employed or return on invested
capital of the Company (or any Designated Subsidiary, Designated Parent,
division, or other operational unit of the Company); (viii) the attainment of
certain target levels of, or a percentage increase in, after-tax or pre-tax
return on stockholders' equity of the Company (or any Designated Subsidiary,
Designated Parent, division or other operational unit of the Company); (ix) the
attainment of certain target levels of, or a specified increase in, economic
value added targets based on cash flow return on investment formula of the
Company (any Designated Subsidiary, Designated Parent, division or other
operational unit of the Company; (x) the attainment of certain target levels in
the fair market value of the shares of Common Stock; and (xi) the growth in the
value of an investment in the Common Stock assuming the reinvestment of
dividends.

      In addition, such Performance Goals may be based upon the attainment of
specified levels of Company (or Designated Subsidiary, Designated Parent,
division or other operational unit of the Company) performance under one or more
of the measures described above relative to the performance of other
corporations. The Management Committee and the Committee may: (i)


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designate additional business criteria on which the Performance Goals may be
based or (ii) adjust, modify or amend the aforementioned business criteria.

      6.3 Maximum Nondiscretionary Award. The maximum Performance Award payable
to a Participant for any Plan Year is $1,500,000.

      6.4 Payment Date; Committee Certification. The Performance Award will be
paid as soon as administratively feasible after the Plan Year in which it is
earned, but not before the Committee or Management Committee, as applicable,
certifies in writing that the Performance Goals specified (except as provided in
Section 7 with regard to death, disability or Change in Control of the Company
or certain other termination situations) pursuant to subsection 6.2 were, in
fact, satisfied, except as may otherwise be agreed by a Participant and the
Company in a written agreement executed prior to the beginning of the fiscal
year to which the Performance Award relates in accordance with any deferred
compensation program in effect applicable to such Participant. The Company's
independent accountants shall examine as of the close of the Plan Year and
communicate the results of such examination to the Committee and the Management
Committee as to the appropriateness of the payment of Performance Awards under
the Plan for the Plan Year. The Committee and the Management Committee, as
applicable, shall use their best efforts to make a determination with regard to
satisfaction of the Performance Goals within one hundred twenty (120) days after
the end of each Plan Year. The Participant shall have no right to receive
payment of any deferred amount until he or she has a right to receive such
amount under the terms of the applicable deferred compensation program.

7. Employment at Year End Generally Required for Award.

      (a) No Award shall be made to any Participant who is not an active
Employee of the Company, a Designated Parent or Designated Subsidiary at the end
of the Plan Year; provided, however, that the Committee or the Management
Committee, as applicable, in its sole and absolute discretion, may make Awards
to Participants for a Plan Year in circumstances that the Committee or
Management Committee, as applicable, deems appropriate including, but not
limited to, a Participant's death, disability, retirement or other termination
of employment during such Plan Year and the Committee or Management Committee,
as applicable, shall be required to make at least a pro-rata Award through the
date of a Change in Control of the Company to each Participant who is a
Participant at the time of such Change in Control of the Company. All such
Awards shall be based on achievement of the Performance Goals for the Plan Year,
except that, in the case of death, disability or Change in Control of the
Company during the Plan Year, an amount equal to or less than the Individual
Target Awards may be made by the Committee or the Management Committee, as
applicable, either during or after the Plan Year without regard to actual
achievement of the Performance Goals. Furthermore, upon a Change in Control of
the Company, the Committee or the Management Committee, as applicable, may in
its sole discretion make an award (payable immediately) equal to a pro-rata
portion (through the date of the Change in Control of the Company) of the
Individual Target Award payable upon achieving, but not surpassing, the
Performance Goals for the relevant Plan Year. Any such immediate pro-rata
payment shall reduce any other Award made for such Plan Year under the Plan by
the amount of the pro-rata payment.


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      (b) The Management Committee, as applicable, may, in its sole and absolute
discretion, make a pro-rata Award to any Participant who has been designated as
and automatically becomes a Participant who is a Non-Covered Employee during
such Plan Year under Section 4(a) of the Plan. Such pro-rata Award shall be a
proportionate amount of the amount of Award the Participant would have received,
pursuant to Section 6 above, had the Employee been a Participant for the entire
Plan Year, which shall be calculated by multiplying the actual Performance Award
which would have been payable had the Employee remained a Participant for the
entire Plan Year by a fraction, the numerator of which is the number of months
during the Plan Year the Employee was a Participant under Section 4(a) and the
denominator of which is 12. All pro-rata Awards shall be payable in the same
manner and at the same time as Performance Awards. This Section 7(b) shall not
apply to Covered Employees.

8. Forfeiture of Award. Notwithstanding anything else contained herein to the
contrary, a Participant's right to receive any unpaid Award otherwise payable
hereunder shall be automatically forfeited and shall not be paid in the event
the Participant's employment is terminated for Cause.

9. Non-Alienation of Benefits. The Awards payable under the Plan shall not be
subject to alienation, transfer, assignment, garnishment, execution or levy of
any kind, and any attempt to cause any benefits to be so subjected shall not be
recognized or given effect by the Company.

10. Limitation of Rights. Nothing contained herein shall be construed as
conferring upon an Employee the right to continue in the employ of any Employer
as a Covered Employee or as an Employee or in any other capacity or to interfere
with the Employer's right to discharge him or her at any time for any reason
whatsoever.

11. Amendment or Termination. The Board (or a duly authorized committee thereof)
may, in its sole and absolute discretion, amend, suspend or terminate the Plan
or adopt a new plan in place of the Plan from time to time and at any time in
such manner as it deems appropriate or desirable. Furthermore, no amendment,
suspension or termination shall, without the consent of the Participant, alter
or impair a Participant's right to receive payment of an Award for a Plan Year
otherwise payable hereunder.

12. Severability. In case any provision of the Plan shall be illegal or invalid
for any reason, said illegality or invalidity shall not affect the remaining
parts hereof, but the Plan shall be construed and enforced as if such illegal
and invalid provision never existed.


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13. Withholding. The Company shall have the right to make such provisions as it
deems necessary or appropriate to satisfy any obligations it may have to
withhold federal, state or local income or other taxes incurred by reason of the
payment of an Award pursuant to the Plan.

14. Governing Law. To the extent legally required, the Code and ERISA shall
govern the Plan and, if any provision hereof is in violation of any applicable
requirement thereof, the Company reserves the right to retroactively amend the
Plan to comply therewith. To the extent not governed by the Code and ERISA, the
Plan shall be governed by the laws of the State of Delaware.

15. Non-Exclusivity. The adoption of the Plan by the Company shall not be
construed as creating any limitations on the power of the Company to adopt such
other supplemental retirement income arrangements as it deems desirable, and
such arrangements may be either generally applicable or limited in application.

16. Non-Employment. The Plan is not an agreement of employment and it shall not
grant the Employee any rights of employment.

17. Headings and Captions. The headings and captions herein are provided for
reference and convenience only. They shall not be considered part of the Plan
and shall not be employed in the construction of the Plan.


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