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               Exhibit 10.15


               June 9, 2011


               Mr. Paul Blum
142 High Street
Hastings-on-Hudson, NY 10706


               Dear Paul:


               This letter agreement (the “Agreement”) sets forth the terms of your
                  employment at Kenneth Cole Productions, Inc. (the “Company”). The
                  offer contained in this letter is contingent upon full execution by
                  both parties and satisfactory completion of a background check.
                  General terms of employment are as stated in the Company’s Employee
                  Handbook as may be amended from time to time.
               

               
                  	 	 	 	 	 	 	 	 	 



                        	 	 1.	 	 	Effective June 20, 2011, the Company will employ you and you agree to
                              serve as Chief Executive Officer of the Company, reporting to the
                              Executive Chairman of its Board of Directors. You agree to devote
                              your full time and best efforts to the satisfactory performance of
                              such services and duties as the position requires. In conjunction
                              with this Agreement, the Nominating Committee of the Company’s Board
                              of Directors has also recommended that the Board invite you to join
                              the board as an employee member at its next regularly scheduled
                              meeting.
                           	 
	 	 	 	 	 	 
	 	 	 	 	As Chief Executive Officer, you shall have responsibility for and
                              oversight over the Company’s domestic and international business
                              operations, including its: retail, wholesale and licensing
                              businesses, as well as the Company’s human resources, finance,
                              operations, supply chain and marketing (except for the creative
                              elements thereof). All public relations efforts (including events,
                              press releases and strategic communications) shall be subject to
                              approval by Kenneth D. Cole. It is understood that Mr. Cole will
                              retain the title of Chief Creative Officer and creative control over
                              the Brand Studio (to be created in collaboration with you) and the
                              positioning of the brands and its products. He will also continue to
                              direct the Company’s AWEARNESS and other philanthropic
                              initiatives/budgets. Mr. Cole will collaborate with you on the
                              Company’s overall strategic direction and the Company’s Board of
                              Directors will continue to oversee mergers and acquisitions activity
                              concerning or affecting the Company. The Company’s Legal Department
                              will continue to report to Mr. Cole and the Board.
                           	 
	 	 	 	 	 	 
	 	 	 	 	Subject to the terms hereof, the term of your employment under this
                              Agreement shall commence on June 20, 2011 and shall continue, unless
                              sooner terminated under Sections 7A, 7B, 7C or 10 hereof, until June
                              19, 2014. This Agreement shall be automatically extended by one year
                              on June 19, 2014 and on each June 19ththereafter (the “Renewal
                              Date”), unless written notice of non- renewal is given by either you
                              or the Company to the other party at least one hundred (180) days
                              prior to the Renewal Date.
                           	 
	 	 	 	 	 	 
	 	 	 	 	You represent to the Company that the execution and performance by
                              you of this Agreement and your employment hereunder will not breach
                              or constitute a default under any other agreement to which you are a
                              party or by which you are bound.
                           	 
	 	 	 	 	 	 
	 	 2.	 	 	Your compensation shall be as follows:	 
	 	 	 	 	 	 
	 	 	 	 	a.      The annualized base salary for the position is one million
                              dollars ($1,000,000.00) to be paid over twenty-six (26) bi-weekly pay
                              periods. By the end of the first quarter of each fiscal year
                              beginning in 2012, the Compensation Committee of the Company’s Board
                              of Directors (the “Compensation Committee”) shall review your base
                              salary in good faith for possible increase, but in no event may your
                              base salary be decreased.
                           	 
	 	 	 	 	 	 
	 	 	 	 	All compensation in this Agreement will be subject to withholding of
                              all taxes payable with respect thereto and any authorized deductions,
                              including those for such items as insurance contributions.
                           	 
	 	 	 	 	 	 



               
            

         

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	 	 	 	 	b.      Effective upon your commencement date, you will be eligible
                           to participate in the Company’s discretionary executive management
                           bonus plan, which provides for annual awards based upon both the
                           Company’s financial condition and performance and your own
                           performance. Each year you remain employed by the Company, you will
                           be eligible to receive an award up to 100% of the actual base salary
                           paid to you for the prior fiscal year with the opportunity to earn up
                           to 200% of target based on the achievement of predefined performance
                           metrics. No bonus will be paid unless predefined threshold
                           performance metrics are achieved and any bonus will be subject to
                           clawback in certain circumstances as set forth in the Company’s
                           annual incentive program. The award, if any, and the amount thereof,
                           except as otherwise specifically noted in this Paragraph, is in the
                           sole discretion of the Compensation Committee of the Company’s Board
                           of Directors and is contingent upon (i) the attainment of performance
                           goals identified by the Company and (ii) your actively being employed
                           by the Company as Chief Executive Officer on the date that the
                           Company makes bonus payments, which is normally on or about March 1
                           of the following fiscal year.
                        	 
	 	 	 	 	 	 
	 	 	 	 	c.      Upon full execution of this Agreement, the Company will also
                           pay you a signing bonus of one hundred thousand dollars
                           ($100.000.00). This signing bonus must be repaid to the Company if
                           you voluntarily terminate your employment without Good Reason within
                           one (1) year of the effective date of this Agreement.
                        	 
	 	 	 	 	 	 
	 	 3.	 	 	While you are employed by the Company, and subject to the Company’s
                           right to amend, modify or terminate any benefit plan or program, you
                           shall be entitled to the following benefits as well as any other
                           benefit offered to other Company executives generally (other than the
                           Chairman), on terms at least as favorable as such executive:
                        	 
	 	 	 	 	 	 
	 	 	 	 	a.	 	 	Group Health Benefits - participation in the Company’s Health
                           Insurance Plan on the same basis as other executives, subject to
                           customary employee contribution. This is a contributory plan that
                           currently provides medical and dental coverage. The Company may
                           modify these plans at its sole discretion.
                        	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	b.	 	 	Supplemental Employee Retirement Plan - participation in the
                           Company’s Supplemental Employee Retirement Plan commencing on the
                           first anniversary of your employment and otherwise in keeping with
                           the terms of the Plan and the Plan documents.
                        	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	c.	 	 	Profit Sharing Thrift Plan - participation in the Company’s Employee
                           Profit Sharing Thrift (401(k)) Plan on the first day of the quarter
                           following six months of service.
                        	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	d.	 	 	Group Life and Accidental Insurance - coverage under the Company’s
                           Basic Life and Accidental Death and Dismemberment Insurance policy on
                           the first day of the month following after two months of continuous
                           full time service.
                        	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	e.	 	 	Business Travel Accident Insurance - coverage under the Company’s
                           Business Travel Accident Insurance Policy.
                        	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	f.	 	 	Business Expense - reimbursement for travel, entertainment and other
                           business expenses incurred by you in connection with the Company’s
                           business, all in accordance with the Company’s policies and practices
                        	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	g.	 	 	Vacation - in accordance with Company policy.	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	h.	 	 	Paid Sick Leave - in accordance with Company policy.	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	i.	 	 	Automobile - an automobile allowance of one thousand dollars
                           ($1,000.00) per month.
                        	 
	 	 	 	 	 	 


               

            

         

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	 	 4.	 	 	a.         You will
participate in the Company’s restricted stock
                           plan with the Compensation Committee at its next regularly scheduled
                           meeting issuing you a performance-based grant of one hundred thousand
                           (100,000) shares (the “First Grant”), subject to all of the terms and
                           conditions set forth in the plan documents and award agreements as
                           they may be amended from time to time. You will also receive grants
                           of fifty thousand (50,000) shares in each of the three subsequent
                           years on or about the anniversary of your initial grant, also subject
                           to all of the terms and conditions set forth in the plan documents
                           and award agreements as they may be amended from time to time, except
                           in the event where any such terms and conditions are inconsistent
                           with this Agreement, in which case the terms of this Agreement shall
                           govern. The Compensation Committee will set appropriate, good faith,
                           mutually-agreed performance targets with you by the end of the first
                           quarter of each fiscal year for the shares on which restrictions are
                           lapsing that year. If the relevant performance targets associated
                           with the First Grant are achieved, the restrictions will lapse on
                           twenty-five percent (25%) of the shares on the first two
                           anniversaries of the grant and the remaining fifty percent (50%) on
                           the third anniversary of the grant, all conditioned, except as
                           provided in Sections 7A, 7B and 7C below, upon your continued
                           employment with the Company through the date of the lapse. The First
                           Grant will be issued under the Company’s existing restricted stock
                           plans and will be made pursuant to award agreement(s) in the form
                           attached hereto as Exhibit A, and will be subject to all of the terms
                           and conditions set forth in the plan documents and award agreement(s)
                           as they may be amended from time to time, except that to the extent
                           the award agreement or such terms and conditions are inconsistent
                           with the terms of this Agreement, the terms of this Agreement shall
                           govern.
                        	 
	 	 	 	 	 	 
	 	 	 	 	b.           You will
also participate in the Company’s executive
                           performance stock plan with the Compensation Committee issuing you a
                           performance-based grant of one hundred thousand (100,000) shares (the
                           “Second Grant”, and, collectively with the First Grant, the
                           “Restricted Stock Grants”) at the same time that they make
                           performance-based grants to the rest of the executive team, subject
                           to all of the terms and conditions set forth in the plan documents
                           and award agreements as they may be amended from time to time, except
                           in the event where any such terms and conditions are inconsistent
                           with this Agreement, in which case the terms of this Agreement shall
                           govern. At the time of grant, the Compensation Committee will set
                           appropriate performance targets for the executive team relating to
                           the achievement of goals relating to the Company’s strategic plan. If
                           the relevant performance targets associated with the grants are
                           achieved, the restrictions will lapse on ten percent (10%) of the
                           shares on the first anniversary of the grant, on twenty percent (20%)
                           of the shares on the second anniversary of the grant, on thirty
                           percent (30%) of the shares on the third anniversary of the grant,
                           and the remaining forty percent (40%) on the fourth anniversary of
                           the grant, all conditioned, except as provided in Sections 7A, 7B and
                           7C below, upon your continued employment with the Company as Chief
                           Executive Officer through the date of the lapse. The Second Grant
                           will be issued under the Company’s existing restricted stock plans
                           and will be made pursuant to an award agreement in the form attached
                           hereto as Exhibit B, and will be subject to all of the terms and
                           conditions set forth in the plan documents and award agreement as
                           they may be amended from time to time, except that to the extent the
                           award agreement or such terms and conditions are inconsistent with
                           the terms of this Agreement, the terms of this Agreement shall govern.
                        	 
	 	 	 	 	 	 
	 	 	 	 	During your employment and thereafter for a period of two years, you
                           agree to provide the Company with prior written notice of your
                           intended sale of Company shares.
                        	 
	 	 	 	 	 	 


               

            

         

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	 	 5.	 	 	At its next regularly scheduled meeting, the Compensation Committee
                           will issue to you a sign-on grant of two hundred fifty thousand
                           (250,000) stock options with a strike price at the closing market
                           price on the date of the grant (the “Option Grant”). Ten percent
                           (10%) of the stock options will vest on the first anniversary of the
                           grant, twenty percent (20%) of the stock options will vest on the
                           second anniversary of the grant, thirty percent (30%) of the stock
                           options will vest on the third anniversary of the grant, and the
                           remaining forty percent (40%) of the stock options will vest on the
                           fourth anniversary of the grant, all conditioned, except as provided
                           in Sections 7A, 7B and 7C hereof, upon your continued employment with
                           the Company as its Chief Executive Officer on the vesting dates. The
                           options will remain outstanding for ten (10) years from the date of
                           the grant as long as you remain in the Company’s employ as its Chief
                           Executive Officer, but shall not expire until at least ninety (90)
                           days following any termination of your employment. In the event that
                           this Agreement expires prior to the vesting of these stock options,
                           they will vest immediately and remain outstanding for ninety (90)
                           days following the Agreement’s expiration. The Option Grant will be
                           issued under the Company’s existing stock option plan and be made in
                           the form of an award agreement(s) attached hereto as Exhibit C and
                           will be subject to all of the terms and conditions set forth in the
                           plan documents and the award agreement(s) as they may be amended from
                           time to time, except that to the extent the award agreement or such
                           terms and conditions are inconsistent with the terms of this
                           Agreement, the terms of this Agreement shall govern. You will also be
                           eligible to receive additional stock option grants consistent with
                           any programs that the Company may put in place in the future for
                           senior executives. Unvested stock options cannot be cancelled upon or
                           in connection with any transaction, "Change of Control" or "Limited
                           Change of Control" (as both terms are defined in Paragraph 7C),
                           unless you are paid an amount equal to the excess of the aggregate of
                           the fair market value of the shares subject to the unvested options
                           over the aggregate exercise price of the unvested stock options, or
                           you are provided with substitute stock options with an exercise price
                           and number of shares which are determined in a manner consistent with
                           Section 424 of the Internal Revenue Code of 1986, as amended (the
                           “Code”) and the regulations promulgated thereunder.
                        	 


               

               
                  	 	 	 	 	 	 	 	 	 



                        	 	 	 	 	During your employment and thereafter, you agree to provide the
                              Company with prior written notice of your intended exercise of stock
                              options.
                           	 
	 	 	 	 	 	 
	 	 6.	 	 	If you decide to terminate your employment with the Company, you agree:	 
	 	 	 	 	 	 
	 	 	 	 	a.	 	 	to provide the Company with one hundred eighty (180) days' prior written notice;	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	b.	 	 	to make no public announcement concerning your departure prior to or
                              following your termination date without the consent of the Company;
                              and
                           	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	c.	 	 	to continue to perform faithfully the duties assigned to you on the
                              date of such notice (or such other appropriate duties as the Company
                              may assign to you) from the date of such notice until your
                              termination date.
                           	 
	 	 	 	 	 	 
	 	 	 	 	You acknowledge that the notice period provided for hereunder is for
                              the exclusive benefit of the Company and does not confer any
                              employment obligation on the Company. The Company may elect in its
                              sole discretion during such period: (i) to instruct you not to report
                              to work or perform any services for the Company, while remaining in
                              the employ of the Company or (ii) to terminate your employment,
                              during the notice period. Upon the termination of your employment
                              during the notice period, you shall be entitled only to the payment
                              of the base salary earned and unpaid through such date, a payment in
                              respect of accrued but unused vacation (the “Vacation Payment”), any
                              business expenses otherwise due you, and any payment or benefits you
                              are entitled pursuant to the Company’s employee benefit plans and
                              compensation plan. The earned but unpaid base salary and the Vacation
                              Payment shall be made within 30 days following the termination of
                              your employment. All insurance, benefits and other arrangements
                              provided by the Company shall cease on the last day of the month of
                              the termination of your employment (except as otherwise required by
                              the terms of the applicable plan or by law).
                           	 
	 	 	 	 	 	 
	 	 7A.	 	 	In the event your employment is terminated by the Company for a
                              reason other than Cause, or you terminate your employment for Good
                              Reason (as such terms are defined below), the Company agrees to
                              provide, and you agree to accept, as the sole and exclusive remedy
                              for the termination of your employment, the following severance
                              benefits and arrangements:
                           	 
	 	 	 	 	 	 



               
            

         

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	 	 	 	 	a.	 	 	Continuing bi-weekly payments of your base salary, less deductions
                           required by law, at the rate applicable as of the notice of your
                           termination of employment for one (1) year (the “Severance Period”).
                           In the event that you obtain other employment (or engage in
                           self-employment) during the Severance Period, these bi-weekly
                           payments are subject to an offset and/or reimbursement for any salary
                           or other cash compensation that you receive with respect to the pay
                           period in question. You hereby agree that you have a duty not to
                           compete, as defined in Paragraph 9, but you shall not have any duty
                           to seek other employment during the Severance Period. In order to
                           retain your right to receive and keep payments under this
                           subparagraph, you must notify the Company immediately upon obtaining
                           alternate employment or engaging in self employment.
                        	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	b.	 	 	Your group medical and life insurance, as described in Paragraph 3(a)
                           and (d), will be continued throughout the Severance Period (subject
                           to your continuing contributions) or until you become eligible for
                           coverage as the result of your new employment or self-employment,
                           whichever shall first occur. Notwithstanding the foregoing, in the
                           event that the Company reasonably determines that your continuing to
                           participate in health plan on such terms throughout the Severance
                           Period would expose the Company or its health plan to additional
                           taxes or penalties with respect to the provision of such benefits on
                           a discriminatory basis under the Affordable Care Act or otherwise,
                           then the Company may elect to cease your continued participation in
                           the health plan and permit you to elect COBRA continuation coverage,
                           provided, however, that the Company shall then pay you a monthly
                           amount equal to the sum of (i) the difference between the applicable
                           COBRA continuation premium for yourself and your dependents for such
                           month and the corresponding contribution you would have made for such
                           period if you were an employee (the “COBRA Payment”), and (ii) an
                           additional amount (the “Grossup Payment”), such that after paying all
                           applicable income taxes on the COBRA Payment and the Grossup Payment,
                           you are left with an amount equal to the COBRA Payment.
                        	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	c.	 	 	You shall also receive (i) any base salary earned but not yet paid,
                           (ii) the Vacation Payment, (iii) any prior-year bonus which has been
                           earned but not paid, (iv) reimbursements for any expenses which have
                           not yet been reimbursed, any (v) any payments and benefits you are
                           entitled to pursuant to the terms of any employee benefit plans and
                           compensation plans in which you participate. The earned but unpaid
                           base salary and the Vacation Payment shall be made within 30 days
                           following the termination of your employment and the prior-year bonus
                           shall be paid to you at the same time as such bonuses are paid to
                           other senior executives of the Company for the prior year.
                        	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	d.	 	 	For purposes of the Restricted Stock Grants you shall be deemed to
                           remain employed with the Company and, upon the satisfaction of any
                           applicable performance criteria, the restrictions would lapse on the
                           appropriate portion of the Restricted Stock Grants during the period
                           of salary continuation pursuant to subparagraph (a) above.
                        	 
	 	 	 	 	 	 
	 	 	 	 	It is understood and agreed that in the event you receive benefits
                           under this Paragraph, you shall not be entitled to receive any other
                           compensation or benefits under this Agreement as a result of the
                           termination of your employment hereunder and, as a condition to
                           receiving benefits under this Paragraph, you hereby agree to execute
                           a release prepared by the Company; provided, however, that such
                           release shall not release any claims pertaining to or otherwise limit
                           or restrict your claims (i) regarding any rights you have to be
                           indemnified by the Company or its affiliates in connection with any
                           claim or proceeding or threatened claim or proceeding against you
                           that arises out of or relates to your service as an officer, director
                           or employee, as the case may be, of the Company or your service in
                           any such capacity or similar capacity with any affiliate of the
                           Company and in accordance with the then-existing by-laws of the
                           Company, (ii) pursuant to this Agreement, including, but not limited
                           to, subparagraphs 7A a.-d. above, (iii) relating to any rights you
                           may have as a shareholder of the Company, (iv) for any benefits under
                           an employee benefit plan of the Company in which you participate, or
                           (v) for any previously vested stock options. The Company shall,
                           within five (5) days following the termination of your employment
                           provide you with a form of release satisfying the requirements of
                           this paragraph and, in order to receive the benefits provided above,
                           except earned but unpaid base salary and the Vacation Payment, you
                           shall be required to execute such release and return it to the
                           Company prior to the 60th day following the termination of your employment (such 60 day period
                           being the “Release Period”). Following your execution of the release,
                           you shall have seven (7) days during which you may revoke your
                           agreement (the “Revocation Period”). Any payments due to be paid to
                           you pursuant to the provisions above during the Release Period,
                           except earned but unpaid base salary and the Vacation Payment, shall
                           be delayed until the expiration of the Release Period or the
                           expiration of the Revocation Period, whichever is later and, provided
                           you have executed and returned the release during the Release Period,
                           shall be paid to you on the following business day.
                        	 
	 	 	 	 	 	 


               

            

         

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	 	 7B	 	 	In the event that your employment terminates as a result of your
                           death or Permanent Disability (as defined below), then you (or your
                           estate) shall be entitled to the following:
                        	 
	 	 	 	 	 	 
	 	 	 	 	(i)	 	 	any base salary earned but not yet paid, (ii) the Vacation Payment,
                           (iii) any prior-year bonus which has been earned but not paid, (iv)
                           reimbursements for any expenses which have not yet been reimbursed,
                           and (v) any payments and benefits you are entitled to pursuant to the
                           terms of any employee benefit plans and compensation plans in which
                           you participate. The earned but unpaid base salary and the Vacation
                           Payment shall be made within 30 days following the termination of
                           your employment and the prior-year bonus shall be paid to you at the
                           same time as such bonuses are paid to other senior executives of the
                           Company for the prior year.
                        	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	For purposes of this Agreement, you shall have a "Permanent
                           Disability" only if you are entitled to benefits under the Company’s
                           long-term disability plan in which you participate
                        	 
	 	 	 	 	 	 
	 	 7C	 	 	In the event of a Change of Control of the Company, you may, in your
                           sole discretion within sixty (60) days of such event, deem such event
                           a termination not for Cause for all purposes under this Agreement.
                           "Change of Control" shall mean (except as provided below in this
                           definition) (i) a change in the beneficial ownership at any time by
                           an entity or individual, either directly or indirectly, of equity
                           securities or interests of Kenneth Cole Productions, Inc., the voting
                           power of which constitutes more than fifty percent (50%) or more of
                           the aggregate voting power of the outstanding equity securities or
                           interests, as the case may be, of the subject company, or (ii) any
                           merger, consolidation or reorganization of Kenneth Cole Productions,
                           Inc. in which the stockholders of the subject company immediately
                           before the transaction do not have beneficial ownership of at least
                           fifty percent (50%) of the combined voting power of the voting
                           securities of the surviving entity or its parent immediately after
                           the transaction, or (iii) any sale or transfer of all or
                           substantially all of the assets of Kenneth Cole Productions, Inc. to
                           a purchaser or other transferee in which the stockholders of the
                           subject company immediately before the transaction do not have
                           beneficial ownership of at least fifty percent (50%) of the combined
                           voting power of the voting securities of the surviving entity or its
                           parent immediately after the transaction.
                        	 
	 	 	 	 	 	 
	 	 	 	 	It is understood that, notwithstanding the foregoing, none of the
                           events described in clauses (i) and (ii) of the immediately preceding
                           paragraph shall be deemed a Change of Control if Mr. Kenneth D. Cole
                           remains Chairman of the Company and holds at least thirty percent
                           (30%) of the acquiring company after such transaction or is otherwise
                           the largest shareholder of the surviving entity (any transaction that
                           would be a Change of Control, except for this sentence shall be a
                           "Limited Change of Control" hereunder).  It is further understood
                           that, notwithstanding the foregoing, any transfer of legal or
                           beneficial ownership of outstanding equity interests of the Company
                           to a guardian, executor or other person acting in a similar capacity
                           or to the heirs or estate of Mr. Cole upon the incapacity or death of
                           Mr. Cole shall not constitute a Change of Control.  It is further
                           understood that in the event of any transfer described in the
                           immediately preceding sentence, the restrictions in Paragraph 4 shall
                           continue to apply.
                        	 
	 	 	 	 	 	 
	 	 	 	 	In the event you terminate this Agreement following a Change of
                           Control or a Limited Change of Control, the restrictions in Paragraph
                           9 below shall not apply and all restrictions on the Restricted Stock
                           Grants which would otherwise lapse within the subsequent two years
                           shall lapse immediately (but in no event shall restrictions lapse on
                           less than fifty percent of the shares from the original Restricted
                           Stock Grants) and you shall have same rights with respect to such
                           restricted stock as any other shareholder of the Company, including
                           the right to tender such shares in any tender offer. Furthermore, any
                           outstanding stock options pursuant to the Option Grant which would
                           otherwise vest within the subsequent two years shall become fully
                           vested and exercisable (but in no event shall less than fifty percent
                           of options from the original Option Grant vest) and shall remain
                           exercisable for ninety (90) days following the termination of your
                           employment.
                        	 
	 	 	 	 	 	 
	 	 7D.	 	 	In the event your employment is terminated due to the expiration of
                           this Agreement, the Company agrees to provide, and you agree to
                           accept, as the sole and exclusive remedy for the termination of your
                           employment, the following severance benefits and arrangements:
                        	 
	 	 	 	 	 	 


               

            

         

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	 	 	 	 	a.	 	 	Continuing bi-weekly payments of your base salary, less deductions
                           required by law, at the rate applicable as of the notice of your
                           termination of employment for six (6) months (the “Salary
                           Continuation Period”). In the event that you obtain other employment
                           (or engage in self-employment) during the Salary Continuation Period,
                           these bi-weekly payments are subject to an offset and/or
                           reimbursement for any salary or other cash compensation that you
                           receive with respect to the pay period in question. You hereby agree
                           that you have a duty not to compete, as defined in Paragraph 9, but
                           you shall not have any duty to seek other employment during the
                           Salary Continuation Period. In order to retain your right to receive
                           and keep payments under this subparagraph, you must notify the
                           Company immediately upon obtaining alternate employment or engaging
                           in self employment.
                        	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	b.	 	 	Your group medical and life insurance, as described in Paragraph 3(a)
                           and (d), will be continued throughout the Salary Continuation Period
                           (subject to your continuing contributions) or until you become
                           eligible for coverage as the result of your new employment or
                           self-employment, whichever shall first occur. Notwithstanding the
                           foregoing, in the event that the Company reasonably determines that
                           your continuing to participate in health plan on such terms
                           throughout the Severance Period would expose the Company or its
                           health plan to additional taxes or penalties with respect to the
                           provision of such benefits on a discriminatory basis under the
                           Affordable Care Act or otherwise, then the Company may elect to cease
                           your continued participation in the health plan and permit you to
                           elect COBRA continuation coverage, provided, however, that the
                           Company shall then pay you a monthly amount equal to the sum of (i)
                           the difference between the applicable COBRA continuation premium for
                           yourself and your dependents for such month and the corresponding
                           contribution you would have made for such period if you were an
                           employee (the “COBRA Payment”), and (ii) an additional amount (the
                           “Grossup Payment”), such that after paying all applicable income
                           taxes on the COBRA Payment and the Grossup Payment, you are left with
                           an amount equal to the COBRA Payment.
                        	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	c.	 	 	You shall also receive (i) any base salary earned but not yet paid,
                           (ii) the Vacation Payment, (iii) any prior-year bonus which has been
                           earned but not paid, (iv) reimbursements for any expenses which have
                           not yet been reimbursed, any (v) any payments and benefits you are
                           entitled to pursuant to the terms of any employee benefit plans and
                           compensation plans in which you participate. The earned but unpaid
                           base salary and the Vacation Payment shall be made within 30 days
                           following the termination of your employment and the prior-year bonus
                           shall be paid to you at the same time as such bonuses are paid to
                           other senior executives of the Company for the prior year.
                        	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	d.	 	 	All unvested options granted in the initial Option Grant shall vest
                           immediately and remain outstanding for ninety (90) days following
                           your termination.
                        	 
	 	 	 	 	 	 
	 	 	 	 	It is understood and agreed that in the event you receive benefits
                           under this Paragraph, you shall not be entitled to receive any other
                           compensation or benefits under this Agreement as a result of the
                           termination of your employment hereunder and, as a condition to
                           receiving benefits under this Paragraph, you hereby agree to execute
                           a release prepared by the Company; provided, however, that such
                           release shall not release any claims pertaining to or otherwise limit
                           or restrict your claims (i) regarding any rights you have to be
                           indemnified by the Company or its affiliates in connection with any
                           claim or proceeding or threatened claim or proceeding against you
                           that arises out of or relates to your service as an officer, director
                           or employee, as the case may be, of the Company or your service in
                           any such capacity or similar capacity with any affiliate of the
                           Company and in accordance with the then-existing by-laws of the
                           Company, (ii) pursuant to this Agreement, including, but not limited
                           to, subparagraphs 7A a.-d. above, (iii) relating to any rights you
                           may have as a shareholder of the Company, (iv) for any benefits under
                           an employee benefit plan of the Company in which you participate or
                           (v) previously vested stock options. The Company shall, within five
                           (5) days following the termination of your employment provide you
                           with a form of release satisfying the requirements of this paragraph
                           and, in order to receive the benefits provided above, except earned
                           but unpaid base salary and the Vacation Payment, you shall be
                           required to execute such release and return it to the Company prior
                           to the 60th day following the termination of your employment (such 60 day period
                           being the “Release Period”). Following your execution of the release,
                           you shall have seven (7) days during which you may revoke your
                           agreement (the “Revocation Period”). Any payments due to be paid to
                           you pursuant to the provisions above during the Release Period,
                           except earned but unpaid base salary and the Vacation Payment, shall
                           be delayed until the expiration of the Release Period or the
                           expiration of the Revocation Period, whichever is later and, provided
                           you have executed and returned the release during the Release Period,
                           shall be paid to you on the following business day.
                        	 
	 	 	 	 	 	 


               

            

         

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	 	 8.	 	 	Upon any termination of employment, you agree to provide the Company
                           with appropriate transition in good faith. As the former Chief
                           Executive Officer of the Company, issues may occur to you, or
                           otherwise come to your attention, that are relevant to the ongoing
                           management of the Company. It is assumed that you will continue to
                           alert the Company to these matters in good faith. Upon any
                           termination of employment, you agree to refrain from soliciting any
                           employee of the Company to terminate his/her employment or from
                           hiring any person who was employed by the Company during your tenure
                           for a period of twenty four (24) months thereafter. You also agree to
                           refrain from using any confidential or proprietary information
                           obtained through your employment with the Company. You further agree
                           to refrain from making any statements or comments of a defamatory or
                           disparaging nature to third parties regarding the Company or its
                           officers, directors, personnel or products. The Company agrees that
                           it shall cause its officers, directors and human resources executives
                           to refrain from making any statements or comments of a defamatory or
                           disparaging nature to third parties regarding you.
                        	 
	 	 	 	 	 	 
	 	 9.	 	 	You acknowledge and agree that the Company is only willing to enter
                           into this Agreement (including, but not limited to, the offer of
                           employment, recommendation to be an employee member of the Board of
                           Directors, the compensation and benefits that you will receive during
                           and after your employment) on the condition that you accept the
                           post-employment restrictions set forth herein. You acknowledge and
                           agree that the Company’s business is very competitive and that to
                           protect its legitimate business interests the Company expects and
                           requires that you not compete with it for a period of time. In this
                           regard, you expressly agree that during your employment with the
                           Company and during the later of: (a) any period in which (i) you
                           continue to receive salary payments during any notice period in
                           Paragraph 6, or (ii) if your employment terminates pursuant to
                           Section 7A hereof, the Severance Period or (b) for a period of twelve
                           (12) months following termination of your employment for Cause (the
                           “Non-Competitive Period”), you shall not, directly or indirectly, as
                           owner, partner, joint venture, stockholder, employee, broker, agent,
                           principal, trustee, corporate officer, director, licensor,
                           consultant, or in any other capacity engage in or work for any
                           business on behalf of any Competitor in which you could benefit the
                           Competitor’s business or harm the Company’s business. Notwithstanding
                           the foregoing, after the first six (6) months of the Non-Competitive
                           Period, you may opt to waive your rights to any further payments
                           pursuant to Paragraph 7A above in exchange for release from the
                           restrictions in this Paragraph 9.
                        	 
	 	 	 	 	 	 
	 	 	 	 	The restrictions above shall apply only in the geographic areas for
                           which you had work-related responsibility during the last twelve (12)
                           months of your employment by the Company. The restrictions set forth
                           in this Paragraph do not prohibit you from owning any securities of
                           any corporation which is engaged in such business and is publicly
                           owned and traded but in an amount not to exceed at any one time five
                           (5) percent of any class of stock or securities of such corporation.
                           In addition, you shall not, during the Non-Competitive Period,
                           request or knowingly cause any suppliers or customers with whom the
                           Company or its affiliates has a business relationship to cancel or
                           terminate any such business relationship with the Company or its
                           affiliates.
                        	 
	 	 	 	 	 	 
	 	 	 	 	For purposes of this Paragraph, Competitor shall be defined as any
                           business that is engaged in, or is preparing to become engaged in,
                           the retail or wholesale apparel, footwear or accessories business or
                           other business in which the Company is engaged or preparing to become
                           engaged, or that otherwise materially competes with, or is preparing
                           to compete with, the Company.
                        	 
	 	 	 	 	 	 
	 	 	 	 	Confidential Information as used herein shall mean information
                           concerning the Company that is disclosed to you or otherwise learned
                           by you as a result of you employment by the Company that is not
                           generally known by Competitors, including, but not limited to, such
                           information concerning research and development, trade secrets,
                           sales, products, services, accounts, customers, purchasers of the
                           Company’s products, marketing, packaging, merchandising,
                           distribution, manufacturing, finance, technology, intellectual
                           property (patents, design patents, trademarks, trade dress,
                           copyrights), strategies, business structures, operations, ventures,
                           or other business affairs or plans.
                        	 
	 	 	 	 	 	 
	 	 	 	 	If any portion of the restrictions set forth in this Paragraph
                           should, for any reason, whatsoever, be declared invalid by a court of
                           competent jurisdiction or by any arbitral or administrative
                           determination, the validity or enforceability of the remainder of
                           such restrictions shall not thereby be adversely affected, provided,
                           however, that the Company’s obligation to continue to make salary or
                           other payments or benefits shall also cease coterminously, without
                           affecting the validity of the terms of the release agreement, which
                           shall remain in full force and effect.
                        	 
	 	 	 	 	 	 


               

            

         

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	 	 	 	 	You acknowledge that the Company and its affiliates conduct business
                           throughout North, Central and South America, the Middle East, Asia,
                           and Europe, that its sales and marketing prospects are for continued
                           expansion, and that, therefore, the territorial and time limitations
                           set forth in this Paragraph are reasonable and properly required for
                           the adequate protection of the business of the Company and its
                           affiliates. In the event any such territorial or time limitation is
                           deemed to be unreasonable by a court of competent jurisdiction or by
                           any arbitral or administrative determination, you agree to the
                           reduction of the territorial or time limitation to the area or period
                           which such court, administrative agency or arbitrator(s) shall deem
                           reasonable.
                        	 
	 	 	 	 	 	 
	 	 10.	 	 	a.       If your employment is terminated for Cause by the Company,
                           you will not be eligible for any further benefits under this
                           Agreement except (i) your earned but unpaid base salary, (ii) the
                           Vacation Payment, (iii) COBRA, and (iv) anything required by law. The
                           earned but unpaid base salary and the Vacation Payment shall be made
                           within 30 days following the termination of your employment. Cause
                           shall mean (i) your willful misconduct injurious to the Company’s
                           interests, (ii) your willful and material breach of your duties or
                           refusal to follow a reasonable directive from the Board, or (iii)
                           your indictment for or plea of nolo contendere to a felony; provided, however, that in the case of (i) or (ii)
                           above, Cause shall not exist hereunder unless (a) the Company
                           provides you with a reasonably detailed written notice of the
                           event(s) it believes constitute Cause hereunder, (b) you fail to cure
                           such event(s), if curable, within thirty (30) days following your
                           receipt of such written notice and (c) the Board thereafter
                           determines by a majority vote at a meeting of the Board called and
                           held for this purpose that, after permitting you and your counsel an
                           opportunity as to why you believe the alleged event(s) do not
                           constitute Cause at such meeting, that Cause exists hereunder.
                        	 
	 	 	 	 	 	 
	 	 	 	 	b.       Good Reason shall mean any of the following: (i) a material
                           adverse change by the Company in your duties, title, authority or
                           responsibilities as Chief Executive Officer of the Company, except
                           pursuant to Paragraph 6; (ii) a change in the lines of reporting such
                           that you no longer report directly and exclusively to the Board
                           and/or its Chairman; (iii) any reduction in your base salary or a
                           material reduction in your potential bonus formula; (iv) a material
                           breach of this Agreement by the Company; (v) the failure to elect you
                           to the Board pursuant to Paragraph 1 hereof
                           ; or (vi) any requirement that you relocate more than twenty-five
                           (25) miles from your current principal office (other than to a
                           location that does not materially increase your normal commute time).
                           In the event you believe that an event giving rise to potential Good
                           Reason has occurred, (a) you will notify the Company’s Chairman and
                           Board of Directors within ninety (90) days following the event(s)
                           alleged to constitute Good Reason, in writing, setting forth a
                           reasonably detailed explanation of the reasons you believe Good
                           Reason exists, (b) the Company must fail to cure such event(s), if
                           curable, within sixty (60) days following the Company’s receipt of
                           such writing, and (c) you must give notice of your intention to
                           terminate your employment for Good Reason within thirty (30) days
                           following the expiration of the cure period, such termination to take
                           effect within six (6) months thereafter.
                        	 
	 	 	 	 	 	 
	 	 11.	 	 	Should any disagreement, claim or controversy arise between you and
                           the Company with respect to a termination (including, but not limited
                           to, any claim of employment discrimination), the same shall be
                           settled by arbitration in New York, New York before a single
                           arbitrator in accordance with the then-current national rules for
                           resolution of employment disputes of the American Arbitration
                           Association, and the award of the arbitrator with respect to a
                           termination pursuant to this Agreement shall be enforceable in any
                           court of competent jurisdiction and shall be binding upon the parties
                           hereto, except that the Company may seek equitable relief with
                           respect to any breaches of Paragraphs 6 through 10 of this Agreement.
                        	 
	 	 	 	 	 	 
	 	 12.	 	 	The invalidity or unenforceability of any particular provision or
                           provisions of this Agreement shall not affect the other provisions
                           hereof and this Agreement shall be construed in all respects as if
                           such invalid or unenforceable provisions had been omitted.
                        	 
	 	 	 	 	 	 
	 	 13.	 	 	This Agreement constitutes the full and complete understanding and
                           agreement of the parties, supersedes all prior representations,
                           understandings and agreements as to your employment by the Company
                                 and cannot be amended, changed, modified in any respect,
                           without the written consent of the parties, except that the Company
                           reserves the right in its sole discretion to make changes at any time
                           to the other documents referenced in this Agreement.
                        	 
	 	 	 	 	 	 
	 	 14.	 	 	This Agreement shall be binding upon and shall inure to the benefit
                           of successors and assigns of the Company. The Company will obtain the
                           assumption of this Agreement by any successor to the Company, and the
                           failure of the Company to obtain such assumption shall constitute a
                           material breach of this Agreement.
                        	 
	 	 	 	 	 	 
	 	 15.	 	 	This Agreement shall be governed by and construed in accordance with
                           the laws of the State of New York, without regard to its provisions
                           as to choice of laws, except insofar as the Federal Arbitration Act
                           applies.
                        	 
	 	 	 	 	 	 


               

            

         

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	 	 16.	 	 	You may not assign your rights or duties under this Agreement without
                           the prior written consent of the Company, but the Company may assign
                           this Agreement without prior notice to or consent from you to an
                           affiliate of the Company or to a successor, provided that Company
                           shall remain liable under this Agreement in the event that such
                           purchaser does not honor the terms of this Agreement.
                        	 
	 	 	 	 	 	 
	 	 17.	 	 	During the term of this Agreement and thereafter, the Company agrees
                           to indemnify and hold you and your heirs and representatives
                           harmless, to the maximum extent permitted by law and in accordance
                           with the then-existing by-laws of the Company (identical in scope to
                           the indemnification provided to the Executive Chairman), against any
                           and all damages, costs, liabilities, losses and expenses (including
                           reasonable attorneys' fees) as a result of any claim or proceeding,
                           or threatened claim or proceeding, against you that arises out of or
                           relates to your service as an officer, director or employee, as the
                           case may be, of the Company, or your service in any such capacity or
                           similar capacity with an affiliate of the Company or other entity at
                           the request of the Company, both prior to after the date of this
                           agreement, and to advance to you and your heirs or representatives
                           such expenses upon written request. During the term of this Agreement
                           and thereafter, the Company shall also provide you with coverage
                           under its current directors' and officers' liability policy to the
                           same extent as its other senior executives.
                        	 
	 	 	 	 	 	 
	 	 18.	 	 	The provisions contained in Paragraphs 6 through 9 and 17 shall
                           survive any termination of this Agreement and shall remain in effect
                           as long as is necessary to give effect thereto.
                        	 
	 	 	 	 	 	 
	 	 19.	 	 	This Agreement is intended to comply with the requirements of Section
                           409A of the Code (“Section 409A”), and the Company and you hereby
                           agree to amend this agreement as and when necessary or desirable to
                           conform to or otherwise properly reflect any guidance issued under
                           Section 409A after the date hereof without violating Section 409A. In
                           case any one or more provisions of this Agreement fails to comply
                           with the provisions of Section 409A, the remaining provisions of this
                           Agreement shall remain in effect, and this Agreement shall be
                           administered and applied as if the non-complying provisions were not
                           part of this Agreement. The Company and you in that event shall
                           endeavor to agree upon a reasonable substitute for the non-complying
                           provisions, to the extent that a substituted provision would not
                           cause this agreement to fail to comply with Section 409A, and, upon
                           so agreeing, shall incorporate such substituted provisions into this
                           Agreement, provided, however, such amendment does not result in
                           increased cost to the Company. In the event that any payment or
                           benefit made hereunder or under any compensation plan, program or
                           arrangement of the Company would constitute payments or benefits
                           pursuant to a non-qualified deferred compensation plan within the
                           meaning of Section 409A and, at the time of your "separation from
                           service" you are a "specified employee" within the meaning of Section
                           409A, then any such payments or benefits shall be delayed until the
                           six-month anniversary of the date of your "separation from service".
                           Each payment made under this Agreement shall be designated as a
                           "separate payment" within the meaning of Section 409A. All
                           reimbursements and in-kind benefits provided under this Agreement
                           shall be made or provided in accordance with the requirements of
                           Section 409A to the extent that such reimbursements or in-kind
                           benefits are subject to Section 409A. All reimbursements for expenses
                           paid pursuant hereto that constitute taxable income to you shall in
                           no event be paid later than the end of the calendar year next
                           following the calendar year in which you incur such expense or pay
                           such related tax. Unless otherwise permitted by Section 409A, the
                           right to reimbursement or in-kind benefits under this Agreement shall
                           not be subject to liquidation or exchange for another benefit and the
                           amount of expenses eligible for reimbursement, or in-kind benefits,
                           provided during any taxable year shall not affect the expenses
                           eligible for reimbursement, or in-kind benefits to be provided,
                           respectively, in any other taxable year.
                        	 
	 	  	 


               

               This offer of employment is contingent upon your review and execution
                  of all of the Company’s standard new-hire paperwork, including, but
                  not necessarily limited to:
               

               
                  •IRS Form W-4 (for tax withholding purposes)
                  

                  •Form I-9 (concerning legal eligibility for employment)
                  

                  •Acknowledgment of receipt of Employee Handbook and Arbitration Agreement
                  

                  •Employee Code of Conduct
                  

               

               We are enclosing a copy of the requisite new-hire paperwork with this
                  Agreement. In any event, you should familiarize yourself with it
                  before you sign this Agreement or otherwise accept employment with us.
               

            

         

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               If the foregoing is agreeable to you, please sign both copies of this
                  Agreement and return them to me. A fully executed original will be
                  returned to you.
               

               
                  	 	 	 	 	 	 	 	 	 




                        	 	 	 	 	Very truly yours,	 
	 	  	 
	 	 	 	 	KENNETH COLE PRODUCTIONS, INC.	 
	 	  	 
	 	    	 
	 	  	 
	 	 	 	 	/s/ Kenneth D. Cole	 	 	 	 
	 	 	 	 	By: Kenneth D. Cole	 	 	 	 
	 	  	 
	 	  	 



               
               Agreed to and accepted this


               9th day of June, 2011


               /s/ Paul Blum

               Paul Blum

            

         

11