Coach 2001 Annual Report Download - page 100

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ARTICLE V.
PROVISIONS RELATING TO COMMON STOCK
5.1 Common Stock Reserved. Subject to adjustment as provided in Section
5.2, the maximum number of shares of Common Stock that shall be made available
for sale under this Plan shall be 300,000. Shares of Common Stock made available
for sale under this Plan may be authorized but unissued or reacquired shares
reserved for issuance under this Plan.
5.2 Adjustment for Changes in Common Stock. In the event that
adjustments are made in the number of outstanding shares of Common Stock or the
shares are exchanged for a different class of stock of the Company by reason of
stock dividend, stock split or other subdivision, the Committee shall make
appropriate adjustments in (a) the number and class of shares or other
securities that may be reserved for purchase hereunder, and (b) the Option Price
of outstanding options.
4
5.3 Merger, Acquisition or Liquidation. In the event of the merger or
consolidation of the Company into another corporation, the acquisition by
another corporation of all or substantially all of the Company's assets or 80%
or more of the Company's then outstanding voting stock or the liquidation or
dissolution of the Company, the date of exercise with respect to outstanding
options shall be the business day immediately preceding the effective date of
such merger, consolidation, acquisition, liquidation or dissolution unless the
Committee shall, in its sole discretion, provide for the assumption or
substitution of such options in a manner complying with Section 424(a) of the
Code.
5.4 Insufficient Shares. If the aggregate funds available for the
purchase of Common Stock on any Exercise Date would cause an issuance of shares
in excess of the number provided for in Section 5.1 above, (a) the Committee
shall proportionately reduce the number of shares that would otherwise be
purchased by each Participant in order to eliminate such excess, and (b) the
Plan shall automatically terminate immediately after such Exercise Date.
5.5 Rights as Stockholders. With respect to shares of Common Stock
subject to an option, a Participant shall not be deemed to be a stockholder and
shall not have any of the rights or privileges of a stockholder. A Participant
shall have the rights and privileges of a stockholder when, but not until, a
certificate has been issued to him or her following exercise of his or her
option.
ARTICLE VI.
TERMINATION OF PARTICIPATION
6.1 Cessation of Contributions; Voluntary Withdrawal
(a) A Participant may cease payroll deductions during an Option
Period by delivering notice of such cessation to the Company. Upon any such
cessation, the Participant may elect either to withdraw from the Plan pursuant
to subsection (b) below or to have amounts credited to his or her Plan Account
held in the Plan for the purchase of Common Stock pursuant to Section 4.2. A
Participant who ceases contributions to the Plan during any Option Period shall
not be permitted to resume contributions to the Plan during that Option Period.
(b) A Participant may withdraw from the Plan at any time by notice
to the Secretary of the Company prior to the close of business on an Exercise
Date. Within 21 days after the notice of withdrawal is delivered, the Company
shall refund the entire amount, if any, in a Participant's Plan Account to him
or her, at which time the Participant's payroll deduction authorization, his or
her interest in the Plan and his or her option under the Plan shall terminate.
Any Eligible Employee who withdraws from the Plan may again become a Participant
in accordance with Section 3.2 above.
6.2 Termination of Eligibility