Coach 2001 Annual Report Download - page 102

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the acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.
7.6 Conformity to Securities Laws. Notwithstanding any other provision
of this Plan, this Plan and the participation in this Plan by any individual who
is then subject to Section 16 of the Exchange Act shall be subject to any
additional limitations set forth in any applicable exemptive rule under Section
16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange
Act) that are requirements for the application of such exemptive rule. To the
extent permitted by applicable law, the Plan shall be deemed amended to the
extent necessary to conform to such applicable exemptive rule.
7.7 Notice of Disposition of Shares. The Company may require any
Participant to give the Company prompt notice of any disposition of shares of
Common Stock, acquired pursuant to the Plan, within two years after the
applicable Offering Date or within one year after the applicable Exercise Date
with respect to such shares. The Company may direct that the certificates
evidencing shares acquired pursuant to the Plan refer to such requirement.
7.8 Tax Withholding. The Company shall be entitled to require payment
in cash or deduction from other compensation payable to each Participant of any
sums required by federal, state or local tax law to be withheld with respect to
any purchase of shares of Common Stock under the Plan or any sale of such
shares.
7.9 Governing Law. The Plan and all rights and obligations thereunder
shall be construed and enforced in accordance with the laws of the State of
Maryland.
7
I hereby certify that the foregoing Coach, Inc. 2001 Employee Stock
Purchase Plan was duly approved by the Board of Directors of Coach, Inc. on
September 4, 2001.
I hereby certify that the foregoing Coach, Inc. 2001 Employee Stock
Purchase Plan was duly approved by the stockholders of Coach, Inc. on November
7, 2001.
Executed on this 3rd day of December, 2001.
/s/ Carole P. Sadler
--------------------
Secretary
8