X0306 4 2017-02-16 0 0000352363 Kate Spade & Co KATE 0001601366 Leavitt Craig C/O KATE SPADE & COMPANY 2 PARK AVE NEW YORK NY 10016 1 1 0 0 CEO Performance Share Units 2017-02-16 4 A 0 171072 0.00 A Common Stock, par value $1 per share 171072 171072 D Each Performance Share Unit ("PSU") represents the right to receive one share of common stock based on certain vesting conditions. The number of PSUs reported equals the target number awarded on March 3, 2016. This 2016 PSU award, by its terms, became effective upon satisfaction of a material non-market price condition. The actual number of shares of common stock that may vest, if any, is contingent on the Issuer's Cumulative Adjusted EBITDA and Average Cumulative Adjusted EBITDA Margin % achieved over the three year period from 2016 through 2018, adjusted to reflect the Issuer's total shareholder return ("TSR") performance relative to that of all companies in the S&P MidCap 400, with potential to earn a number of shares of common stock between 0% and 200% of the number of target PSUs awarded. This 2016 PSU award will cliff vest, if at all, after the performance period ending December 29, 2018. Timothy F. Michno, as Attorney-In-Fact 2017-02-21