Exhibit 10.19

March 10, 2009







Dear Ingo:





This proposed letter agreement is our offer to employ you as
Senior Vice President, Creative Director for Kenneth Cole Productions, Inc. (the “Company”).  The offer contained
in this letter is contingent upon full execution by both parties, satisfactory completion of a background check and you being
legally permitted to work and reside in the United States.  To the extent not expressly provided hererin, the terms of your
employment are as stated in the Company’s current Associate Handbook.





1.


Effective on or before September 1, 2009,
and for an initial period of four years, the Company will employ you and you agree to serve as Senior Vice President, Creative
Director.  You will initially be reporting to Mr. Kenneth Cole and agree to devote your full time and best efforts to perform
the services and duties as the position requires.






Subject to the terms hereof, the term of
your employment under this agreement shall commence on or before September 1, 2009 and shall continue, unless sooner terminated
under Paragraph 7 hereof, until September 1, 2013. This letter agreement shall be automatically extended by one year on
August 31, 2013 and on each September 1st thereafter (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 eighty (180) days prior to the Renewal
Date.






You represent to the Company that the
execution and performance by you of this letter 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:





The annualized salary for the position is
Six Hundred Twenty-Five Thousand Dollars (US$625,000.00) to be paid over 26 bi-weekly pay periods. This salary is subject to
good faith review for possible increase annually in March of every year, but under no circumstances will your base salary be
reduced below US$625,000, unless previously agreed upon in a signed writing between the parties. Given your anticipated
start date, we will review your eligibility for an increase in March 2010 and a determination will be made if a change in salary
is warranted. If an increase is not warranted in March 2010, you will be eligible for future increases at the time other
salary changes are being made for similarly situated executives. Again, under no circumstances will your base salary be
reduced below US$625,000, unless previously agreed upon in a signed writing between the parties. Salary will be subject to
withholding of all taxes payable with respect thereto and deductions for insurance contributions, etc. For the first taxable
year, the Company agrees to reimburse you for any excess foreign income taxes (on Company-earned income) that are incurred as a
direct result of your relocation to the United States.





3.

a.


Effective upon your
commencement date, you will be eligible to participate in our management bonus plan, which provides for annual awards based upon
both the Company's financial results and your own performance. For each year commencing with fiscal 2009 (payable in 2010),
the bonus target is 60% of your base salary for the prior fiscal year
with the opportunity to earn up to 200% of 


























target based on the achievement of predefined performance metrics.  The Company
will make its best efforts to provide you with these predefined performance metrics prior to the commencement of each fiscal year;
provided, however, that where business conditions do not permit, the Company will provide you with these predefined performance
metrics as soon as they are determined by the Compensation Committee of the Company’s Board of Directors. For fiscal
2009, you will receive a pro rata share of your bonus, but not less than One Hundred Fifty Thousand Dollars (US$150,000.00)
payable in March 2010. Payment for earned bonuses is contingent upon being employed by the Company at the time bonuses are
paid, unless as otherwise set forth below.





b.


Within thirty (30) days of your
commencement date, the Company will pay you a Mobility Allowance of up to Forty Thousand Dollars (US$40,000.00), net of taxes.
 The Mobility Allowance must be repaid to the Company in full if you voluntarily terminate your employment prior to the
expiration of one (1) year from your commencement date other than for Good Reason, as defined below.





c.


Approximately thirty (30) days prior to
your anticipated commencement date, the Company will pay you a one-time Resettlement Allowance of Ten Thousand Dollars
(US$10,000.00) to assist you in defraying miscellaneous, non-reimbursable expenses associated with your international relocation.
 The Resettlement Allowance must be repaid to the Company in full if you voluntarily terminate your employment prior to the
expiration of one (1) year from your commencement date other than for Good Reason, as defined below.





d.


The Company will pay you a Temporary
Living Allowance of up to Four Thousand Dollars (US$4,000.00) per month for a maximum period of six (6) months from your
commencement date to cover your living expenses until you locate permanent housing. In addition, the Company will pay for
reasonable and customary rental broker’s or finder’s fees necessary for you to secure appropriate rental housing.
The Temporary Living Allowance must be repaid to the Company in full if you voluntarily terminate your employment prior to
the expiration of one (1) year from your commencement date other than for Good Reason, as defined below.





4.


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 earn the
following benefits/perquisites:





a.


Group Health Benefits – You are
eligible to participate in the Company’s Health Insurance Plan immediately upon commencement of employment. This is a
contributory plan that currently provides medical and dental coverage. The parties agree that the Company may modify
these plans at its sole discretion. Upon commencement of employment, you are also eligible for coverage under the
Company’s short-term disability plan, pursuant to the terms of that plan. You will be eligible for coverage under the
Company’s long-term disability plan ninety (90) days after the commencement of your employment, pursuant to the terms of that
plan.





























b.


Profit Sharing Thrift (401K) Plan - You
are eligible to participate in the Company Employee Profit Sharing Thrift (401(k)) Plan on the first day of the quarter following
six (6) months of service. The 401(k) plan is a pre-tax savings plan that would allow you to save a certain percentage of
your salary on a pre-tax basis for your retirement. Ordinarily, the Company shall match 25% of the amount you contribute to
the plan up to a maximum of 6% of your contribution. For 2009, the Company has suspended its 401k matching practice and will
revisit making contributions to the Plan at a later period in 2009. You are still eligible to contribute to the Plan at a
maximum rate of 15% of your gross salary on an annual basis, subject to IRS guidelines.  





c.


Supplemental Employee Retirement Plan
– After you have completed one (1) full year of employment with the Company, you will be eligible to participate in the
Company’s Supplemental Employee Retirement Plan in keeping with the terms of the Plan and the Plan documents. This Plan
includes generous retirement benefits in the form of deferred compensation vesting during your tenure with the Company as well as
substantial life insurance coverage.





d.


Group Life and Accidental Insurance -
You are eligible for coverage under the Company’s Basic Life and Accidental Death and Dismemberment Insurance policy on the
first day of the month following two (2) months of continuous full time service.





e.


Business Travel Accident Insurance - You
are eligible for coverage under the Company’s Business Travel Accident Insurance Policy upon commencement of employment. .






f.


Business Expense - The Company will
reimburse you 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. You may travel business class for all domestic
and international flights.





g.

Paid Time Off (PTO) – You are entitled to 20 PTO days annually.




h.

Paid Sick Leave – 6 sick days and otherwise in accordance with current Company policy.




i.

Holidays – the Company observes 10 U.S. holidays.




j.


Tax Preparation Assistance - the Company
will provide you access to tax advisory and compliance services provided by Ernst & Young. 





k.


Immigration – the Company agrees to
sponsor your visa petition and to pay for all affiliated legal, filing and other related costs.





5.


You will be eligible to participate in
the Company’s Stock Incentive Plan with the Company’s management recommending to the Compensation Committee of the
Company’s Board of Directors an initial grant of 100,000 stock options. The stock options will vest over four years
(20%-20%-20%-40%) and the grant is subject to all of the terms and conditions set forth in the plan documents. 




























6.

a.


Termination by you
without Good Reason: If you decide to terminate your employment with the Company other than for Good Reason, as defined
below, you agree:





i.

to provide the Company with six (6) months prior written notice;




ii.


to make no public
announcement concerning your departure prior to your termination date without the consent of the Company;





iii.


to continue to perform faithfully the duties assigned to you on the date of such notice (or such other 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 and for any reason, to terminate your employment, either immediately or at any
point during the six (6) month period you have indicated.  Upon such termination you shall be entitled only to the payment of
the base salary earned and unpaid through such date and any business expenses otherwise due you, and all insurance, benefits and
other arrangements provided by the Company shall cease immediately upon termination of your employment (except as otherwise
required by law).





b.


Termination by you for
Good Reason.  You may, by notice to the Company, terminate your employment with the Company under this Agreement for
“Good Reason” provided such notice is delivered by you to Mr. Kenneth Cole not more than 30 days from the date of the
occurrence of an event that constitutes "Good Reason" and the Company is given 30 days from receipt of such notice to
cure such reason and fails to cure such reason within the aforesaid 30-day period.  






For the purposes hereof, “Good
Reason” means the Company reduces your base salary below $625,000 without your prospective, written consent. In that
event, you shall be entitled to consider your employment to have been constructively terminated by the Company for Good Reason and
to leave the employment of the Company and receive the severance payments and benefits in accordance with and subject to Paragraph
7(a) of the Agreement as if you had been terminated by the Company without cause.  





7.


In the event your employment with the
Company is terminated by the Company for a reason other than cause, as herein defined, the Company agrees to provide, and you
agree to accept, as the sole and exclusive remedy for the termination of your employment without cause, the following severance
benefits and arrangements:





a.


Continuing bi-weekly payments of your
base salary, at the rate applicable as of the notice of your termination of employment, for a period of twelve (12) months.
The amount of each bi-weekly base salary payments may be reduced with respect to any salary or other compensation that you
earn in employment or self-employment during the month in question, provided that any such reduction will be made in compliance
with Section 409A. If at the time of your termination your salary continuation is scheduled to be paid for periods after
March 15th of the year
following the year of your termination, and such amount scheduled to be





























paid after March 15th exceeds the separation
pay plan exception threshold under Section 409A, your salary continuation amount will be reduced to reflect the Section 409A
threshold amount in a manner that complies with Section 409A.  You will be paid an amount equal to the difference between
your salary continuation amount and the Section 409A threshold amount as determined above within sixty (60) days of your
separation date. You hereby agree that you have a duty to seek full time work actively and in good faith during the period
in which you are collecting salary continuation. In order to retain your right to receive and keep payments under this
Subparagraph, you must notify the Company in writing immediately upon engaging in self employment or obtaining alternate
employment, including the amount of payments you have received or will receive.





b.


In the event your employment is
terminated under Paragraph 7, if the Company achieves its performance targets in the fiscal year that your employment is
terminated, you will receive a management bonus on a pro rata basis for the appropriate performance year. Bonus payouts
occur in March of every year. 





c.


Your group medical and life insurance,
as described in Paragraphs 4(a) and (d), will be continued until the termination of your severance payments under this Paragraph
7(a) or until you become eligible for coverage as the result of your accepting a position with a new employer, whichever shall
first occur.






The Company acknowledges that any
material change in your responsibilities shall be agreed upon between the parties before such material changes are implemented.
 The Company acknowledges and agrees that any such material change to your responsibilities shall be commensurate with your
stature, experience and position as Senior Vice President, Creative Director. Within fourteen (14) days of the parties’
mutual agreement to a material change in your responsibilities, the Company agrees to send a written communication to you
confirming your assent to a material change, and you agree to timely respond, affirming your assent to such material change
 (electronic communication, such as an email exchange, will suffice). In the event you believe the Company has
materially changed your responsibilities without your consent, or you believe the Company is about to change your
responsibilities, you will so notify the Company’s Chairman of the Board of Directors and Chief Creative Officer and offer
the Company the opportunity to promptly cure such change(s). It is further 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 letter
agreement as a result of the termination of your employment hereunder and, as a condition to receiving that severance
compensation, you hereby agree to execute a Separation Agreement and General Release acceptable to both you and the Company within
sixty (60) days of such termination and to make no other claim against the Company or its officers and/or directors by reason of
this letter agreement that exists or could have existed as of the date of your execution of the Separation Agreement and General
Release.


      



























8.

Upon any termination of employment, you agree:




a.


to refrain from soliciting any employee
relationships of the Company to terminate his or her employment or from hiring any employee of the Company for a period of 24
months thereafter; 





b.


to refrain from using any confidential
or proprietary information obtained through your employment with the Company, including but not limited to, the Company's
sourcing, manufacturing, product development, merchandising, marketing, inventory sales, and sales promotion activities as well as
financial and operational information; and





c.


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.  






Any failure to comply with the provisions
of this Paragraph 8 shall relieve the Company of any of its obligations pursuant to this letter agreement.





9.


You agree that during your employment
with the Company, during any notice period that you continue to receive salary payments pursuant to Paragraph 6(a), for the first
six months that you receive severance payments pursuant to Paragraph 7, or for a six (6) month period following termination for
cause pursuant to Paragraph 10 (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, or in any capacity
whatsoever engage in, become financially interested in, be employed by, render any consultation or business advice with respect
to, or have any connection with, any business which is competitive with, products or services of the Company, in any geographic
area where, at the time of the termination of your employment hereunder, the business of the Company or its affiliates was being
conducted or was proposed to be conducted in any manner whatsoever (“Competitive Activity”).






Notwithstanding anything contained in
Paragraph 6(a), you further agree that should you voluntarily terminate your employment with the Company without Good Reason, at
any time prior to the effective date of your voluntary termination, the Company may elect, in its sole discretion, to notify you
that it will continue to pay you your base salary for a period of up to six (6) months from the date you provided written notice.
In such event, you agree not to engage in any Competitive Activity during the prescribed six (6) month period
(“Voluntary Termination Non-Competitive Period”).  





 


You may, however, own 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
one percent (1%) of any class of stock or securities of such corporation. In addition, you shall not, directly or
indirectly, during the Non-Competitive Period or the Voluntary Termination Non-Competitive Period, request or 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.





























The Company hereby acknowledges and
agrees that it will not unreasonably withhold its consent for you to commence competitive employment during the Non-Competitive
Period or the Voluntary Termination Non-Competitive Period, provided that you first communicate with the Company regarding the
details of the particular opportunity and your prospective role and responsibilities in this new position, and prospectively
obtain its written consent. You understand and agree that in the event that you commence such competitive employment during
the Non-Competitive Period or the Voluntary Termination Non-Competitive Period having received pre-approval from the Company, the
amount of bi-weekly base salary severance payments paid to you by the Company may be reduced with respect to any salary or other
compensation that you earn in employment or self-employment during the month in question, provided that any such reduction will be
made in compliance with Section 409A.






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, the validity
or enforceability of the remainder of such restrictions shall not thereby be adversely affected.






You acknowledge that this paragraph
applies wherever the Company and its affiliates conduct business 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 a court of competent jurisdiction restricts such limitations, you agree to the reduction of the
territorial or time limitation to the area or period which such court shall deem reasonable.






The existence of any claim or cause of
action by you against the Company shall not constitute a defense to the enforcement by the Company or its affiliates of the
foregoing restrictive covenants, but such claim or cause of action shall be determined separately.





10.


If you are terminated for
"cause" by the Company, you will not be eligible for any benefits under this letter agreement except COBRA or as
required by other law. "Termination for cause" shall be deemed to occur if the Company terminates you for willful
misconduct injurious to the Company's interests if not cured within 14 days of written notice to you by the Company (if curable),
willful breach of duty in the course of your job responsibilities, if not cured within 14 days of written notice to you by the
Company (if curable), incapacity to perform your duty (for a period of 120 days) or if you are indicted for the commission of a
felony. For the avoidance of any doubt, your inability to obtain necessary work authorizations or a visa to work in the
United States shall not constitute “cause” for purposes of this Agreement, provided that such inability to obtain
necessary work authorizations or a visa does not stem from any underlying fraud or willful failure by you to disclose material
information to the Company.





11.


Should any disagreement, claim or
controversy arise between you and the Company with respect to a termination, the same shall be settled by arbitration in New York,
New York before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association,
and the award of the arbitrator with respect to a termination pursuant to this letter 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 9 of this letter agreement.




























14.


The invalidity or unenforceability of any
particular provision or provisions of this letter agreement shall not affect the other provisions hereof and this letter agreement
shall be construed in all respects as if such invalid or unenforceable provisions had been omitted.





15.


This letter 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 letter agreement.





16.


This letter agreement shall be binding
upon and shall inure to the benefit of successors and assigns of the Company.





17.


This letter 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.





18.


You may not assign your rights or duties
under this letter agreement without the prior written consent of the Company, but the Company may assign this letter agreement
without prior notice to or consent from you.





19.


It is intended that any payments or benefits provided to you pursuant to this Agreement (any such payments or
benefits being referred to as “Payments”) will not be subject to the additional tax and interest under Section 409A (a
“Section 409A Tax”).  The provisions of the Agreement will be interpreted and construed in favor of complying with
any applicable requirements of Section 409A necessary in order to avoid the imposition of a Section 409A Tax. You hereby are
advised to consult with your own tax and legal advisors with respect to the application of Section 409A to this Agreement.
Notwithstanding the foregoing, the Company does not guarantee the tax treatment of any Payments, whether pursuant to the
Code, federal, state, local or foreign tax laws and regulations. Each installment payment shall be treated as a single
installment payment under Section 409A. 



If, at the time you become entitled to
Payments, you are a “specified employee” (as defined under and determined in accordance with Section 409A), then no
Payment considered deferred compensation under Section 409A that is payable as a result of your separation from service (as
defined under and determined in accordance with Section 409A), shall be paid to you until the business day that is at least six
(6) months following your separation from service (except in the event of your death during such six-month period) if and to the
extent such delay is required under Section 409A.  Any such Payment that would otherwise have been paid to you during this
six-month period shall instead be aggregated and paid to you in a lump sum, such payment to be made on the business day that is at
least six (6) months after your separation from service. Any Payments after such date shall not be affected by this
provision.”





This offer of employment is contingent upon your review and
execution of all of our standard new-hire paperwork.  Per your request, we are enclosing a copy of our 2008 Executive
Benefits Summary for your review.  



























If the foregoing is agreeable to you,
please sign both copies of this letter 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




10th day of March , 2009

/s/ Ingo Wilts

Ingo Wilts