X0306 4 2015-03-02 0 0000352363 Kate Spade & Co KATE 0001601368 Lloyd Deborah J 2 PARK AVENUE NEW YORK NY 10016 1 1 0 0 Chief Creative Officer Options 35.30 2015-03-02 4 A 0 44710 0.00 A 2016-03-02 2022-03-02 Common Stock, par value $1 per share 44710 44710 D Market Share Units 2015-03-03 4 A 0 53479 0.00 A Common Stock, par value $1 per share 53479 53479 D Staking Market Share Units 2015-03-03 4 A 0 280916 0.00 A Common Stock, par value $1 per share 280916 280916 D Performance Share Units 2015-03-03 5 A 0 E 53479 0.00 A Common Stock, par value $1 per share 53479 53479 D These options to purchase shares of Issuer's Common Stock granted under the Issuer's stockholder approved 2013 Stock Incentive Plan vest as follows: 1/4 on each of the first and second grant date anniversary, and the remaining 1/2 on the third grant date anniversary; these options expire on the seventh grant date anniversary. Each Market Share Unit ("MSU") represents the right to receive one share of common stock based on certain vesting conditions. The number of MSUs reported represents the target number of shares awarded. This 2014 MSU award, by its terms, became effective upon satisfaction of a material non-market price condition. The actual number of shares which may vest are contingent on the market price levels that the Issuer's common stock achieves during pre-determined intervals, with a potential payout ranging from 30% to 200% of the number of target shares awarded, subject to continued employment. Fifty percent of the market share unit award will vest, if at all, after each of the following performance periods ending on: March 3, 2016 and March 3, 2017. Each Staking Market Share Unit ("Staking MSU") represents the right to receive one share of common stock based on certain vesting conditions. The number of Staking MSUs reported represents the target number of shares awarded. This 2014 Staking MSU award, by its terms, became effective upon satisfaction of a material non-market price condition. The actual number of shares which may vest are contingent on the market price levels that the Issuer's common stock achieves during pre-determined intervals, with a potential payout ranging from 30% to 200% of the number of target shares awarded, subject to continued employment. Fifty percent of the staking market share unit award will vest, if at all, after each of the following performance periods ending on: January 7, 2017 and January 7, 2019. Performance Share Unit ("PSU"): The number of PSUs reported equals the target number of shares awarded. This 2014 PSU award, by its terms, became effective upon satisfaction of a material non-market price condition. PSU's represent the right to receive a potential payout ranging from 0% to 200% of the target number of shares awarded based on the Issuer's total stockholder return ("TSR") over a three-year performance period relative to the S&P MidCap 400 Index TSR and continued employment. Performance Share Units cliff vest, if at all, at the end of the performance period ending February 28, 2017. Christopher T. Di Nardo, as Attorney-in-Fact 2015-03-04