MICHAEL KORS HOLDINGS LIMITED (NYSE:KORS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 17, 2017, Michael Kors Holdings Limited (the Company)
announced that Thomas J. Edwards, Jr. has been appointed
Executive Vice President, Chief Financial Officer, Chief
Operating Officer and Treasurer of the Company effective
immediately. Mr. Edwards is succeeding Joseph B. Parsons, who is
retiring after 13 years with the Company. Mr. Parsons will remain
with the Company through August 1, 2017 as the principal
financial and principal accounting officer for purposes of its
filings with the U.S. Securities and Exchange Commission.

Mr. Edwards, age 52, joins the Company from Brinker
International, Inc., a leading casual dining restaurant company,
where he served as Executive Vice President and Chief Financial
Officer since March 2015. Prior to that, he held numerous
positions within finance at Wyndham Worldwide from 2007 to 2015,
including having served as Executive Vice President and Chief
Financial Officer of the Wyndham Hotel Group from March 2013 to
March 2015. Mr. Edwards has also held a number of financial and
operational leadership positions in the consumer goods industry,
including as Vice President, Consumer Innovation and Marketing
Services at Kraft Foods and Vice President, Finance at Nabisco
Food Service Company.>>>>

In connection with Mr. Edwards employment, the Company, and its
subsidiary Michael Kors (USA), Inc. (collectively, Michael Kors),
entered into an Employment Agreement (the Employment Agreement)
with Mr. Edwards. The Employment Agreement is in effect through
June 30, 2021 and will be automatically renewed for additional
one-year terms unless either Michael Kors or Mr. Edwards gives
written notice to the other of termination of the Employment
Agreement at least 90 days in advance of the next successive
one-year term. to the terms of the Employment Agreement, Mr.
Edwards will receive a base salary of $600,000 per year. Mr.
Edwards is eligible to receive a cash bonus based on a percentage
of his base salary (with the incentive levels set at 50% target –
75% stretch – 50% maximum), in accordance with, and subject to
the terms and conditions of the Executive Bonus Plan of the
Company and its subsidiaries. The bonus shall be 70% based on the
achievement of divisional performance targets and 30% based on
achievement of overall corporate performance targets based on
criteria established by the Companys Board of Directors (or
Compensation and Talent Committee) at the beginning of each
fiscal year. Notwithstanding the foregoing, Mr. Edwards bonus for
the fiscal year ending March 31, 2018 will be $600,000 (one-half
of which is payable in advance to Mr. Edwards in the first
payroll following his commencement of employment). If on or
before the first anniversary of the commencement date of
employment, Mr. Edwards terminates his employment with Michael
Kors (other than for good reason (as defined in the Employment
Agreement)) or Michael Kors terminates Mr. Edwards employment for
cause (as defined in the Employment Agreement), Mr. Edwards must
promptly repay Michael Kors in full for the $300,000 advance
bonus payment.

On May 1, 2017, Mr. Edwards will also receive an equity grant
valued at approximately $3,000,000 under the Companys Amended and
Restated Omnibus Incentive Plan. Such equity grant will be
comprised 50% of restricted share units.

Mr. Edwards is entitled to participate in the benefit plans and
programs, including, without limitation, medical, dental, life
insurance, disability insurance and 401(k) that Michael Kors
provides generally to comparable senior executives. Michael Kors
also agreed to pay directly or reimburse Mr. Edwards for
reasonable expenses incurred by him in connection with his
relocation to the New York City metropolitan area. In addition,
Michael Kors has agreed to reimburse Mr. Edwards for up to $5,000
for any legal fees and expenses actually incurred by him related
to the negotiation of the Employment Agreement. If on or before
the first anniversary of the commencement date of employment, Mr.
Edwards terminates his employment with Michael Kors (other than
for good reason) or Michael Kors terminates Mr. Edwards
employment for cause, Mr. Edwards must promptly repay Michael
Kors for any relocation expenses and/or legal fees actually paid
by Michael Kors on his behalf.

If Mr. Edwards employment is terminated by Michael Kors without
cause or by Mr. Edwards for good reason, he will be entitled to
receive severance pay equal to one year of his then-current base
salary, payable in equal installments over such one-year period
consistent with Michael Kors payroll practice, and continuation
of medical, dental and insurance benefits, subject to offset for
any compensation and benefits that he receives from other
employment during the severance period and his execution of a
release of claims against Michael Kors and its subsidiaries.

to the Employment Agreement, Mr. Edwards is obligated to maintain
the confidentiality of Michael Kors proprietary information and
has agreed that all rights to its intellectual property are and
will remain the sole and exclusive property of Michael Kors, and
he has agreed that during the term and thereafter, he will not
disparage Michael Kors or any of its affiliates or licensees. Mr.
Edwards has also agreed not to hire, for a two-year period
following the termination of his employment, any person who was
employed or retained by Michael Kors or any of its affiliates
within the one-year period immediately preceding such employment
or retention.

There are no family relationships between Mr. Edwards and any of
the Companys executive officers or directors. Except for his
Employment Agreement described herein and any compensation
provided to him thereunder, Mr. Edwards is not a party to any
transaction with the Company that might require disclosure under
Item 4.04(a) of Regulation S-K.

Further details are contained in a Press Release issued by the
Company on April 17, 2017, which is attached hereto as Exhibit
99.1 and is incorporated herein by reference.

(d) Exhibits.