Coach 2001 Annual Report Download - page 91

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Exhibit 10.14
COACH, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
(Amended and Restated as of May 2, 2002)
The Coach, Inc. Non-Qualified Deferred Compensation Plan for Outside
Directors was originally approved by the Board of Directors (the "Board") of
Coach, Inc., a Maryland corporation (the "Company"), on June 23, 2000, and was
originally approved by the stockholders of the Company on June 29, 2000. In
furtherance of the purposes of said plan and in order to amend said plan in
certain respects, the plan has been amended and restated in its entirety,
effective as of May 2, 2002. This amendment and restatement constitutes a
complete amendment, restatement and continuation of the Coach, Inc.
Non-Qualified Deferred Compensation Plan for Outside Directors (as amended and
restated, the "Plan").
SECTION 1. PARTICIPATION.
(a) A member of the Board who is not an employee of the Company may
elect to defer the compensation that he or she earns for services as a director
that he or she has not elected to receive in a form other than cash ("Annual
Cash Retainer") which would otherwise be payable for each fiscal year quarter
(or other payment period established by the Company) ("Retainer Payment
Quarter") but for such director's election to participate in the Plan.
(b) The deferred Annual Cash Retainer ("Deferred Compensation") shall
be paid on such future date (the "Distribution Date") or dates and in such
manner as a director who elects to participate in the Plan ("Participating
Director") shall elect in a written Deferred Compensation Agreement in such
form, consistent with the terms of the Plan, as shall be provided by the Board
or its delegate ("Deferred Compensation Agreement"); provided, however, that no
Deferred Compensation shall be paid in the same calendar year in which any
portion of the Annual Cash Retainer representing the Deferred Compensation is
earned. Any election to defer all or any portion of the Annual Cash Retainer
shall be applicable to all future Annual Cash Retainer fees earned until the
election is revoked by the Participating Director pursuant to Section 4 hereof.
SECTION 2. ADMINISTRATION. The Plan shall be administered by the Board.
The Board may delegate certain administrative authority to a committee or
subcommittee of the Board or to one or more employees of the Company, but shall
retain the ultimate responsibility for the interpretation of, and amendments to,
the Plan. Members of the Board shall not be liable for any of their actions or
determinations made in good faith with respect to the administration of the
Plan. Except to the extent superseded by the laws of the United States, the laws
of the State of Maryland, without regard to its conflict of laws principles,
shall govern in all matters relating to the Plan.
SECTION 3. ESTABLISHMENT AND MAINTENANCE OF DEFERRAL ACCOUNTS.
(a) The Company shall establish and maintain a separate Deferred
Compensation account ("Deferral Account") for each Participating Director which,
except as otherwise may be provided pursuant to Section 6, shall be a
bookkeeping account. Deferred Compensation shall be credited to the Deferral
Account as of the business day coinciding with or next following the 15th day of
each calendar month or the business day coinciding with or next following the
last day of each calendar month, in each case coincident with or next following
the date the retainer fees would otherwise have been paid to the Participating
Director ("Credit Dates").
(b) Each Participating Director must make an investment election at the
time such Participating Director elects to defer compensation pursuant to
Section 1. The Participating Director shall, pursuant to the applicable Deferred
Compensation Agreement, designate the portion of the Deferred Compensation which