Coach 2001 Annual Report Download - page 94

Participating Directors. The Company shall not segregate assets, create any
security interest or encumber its assets in order to provide for or fund the
payment of any Deferral Account balances.
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SECTION 7. NON-ASSIGNABILITY. The rights and benefits of a
Participating Director under the Plan are personal and cannot be pledged,
transferred or assigned except by designation of a beneficiary (or
beneficiaries), by will or the laws of descent and distribution.
SECTION 8. CHANGE OF CONTROL.
(a) Notwithstanding anything contained in the Plan to the contrary,
immediately prior to any Change of Control (as defined below):
(i) Each Participating Director may elect to transfer amounts
invested in the Stock Equivalent Account to the Interest Account as of the
effective time of the Change of Control by filing an investment change election
with the Administrator prior to the date the Change of Control is to become
effective. The amount to be credited to the Participating Director's Interest
Account as of the effective time of the Change of Control shall be determined by
multiplying the number of Deferred Stock Units to be transferred by the Market
Value upon the Change of Control. For purposes of the foregoing, Market Value
shall be equal to the consideration paid for a share of Common Stock in
connection with the Change of Control, as determined by the Administrator.
(ii) In addition, each Participating Director's Distribution Date
shall be accelerated to be the earlier to occur of (A) the Distribution Date
specified in the Participating Director's investment election or (B) the first
business day of the first calendar year following the occurrence of the Change
in Control.
The phrase "immediately prior to any Change of Control" shall be
understood to mean sufficiently in advance of a Change of Control to permit
Participating Directors to take all steps reasonably necessary to receive full
payment of each Participating Director's Deferral Account and to deal with the
shares underlying all Deferred Stock Units so that all Deferred Stock Units and
shares issuable with respect thereto may be treated in the same manner as the
shares of stock of other shareholders in connection with the Change of Control.
(b) A "Change of Control" shall occur when:
(i) A "Person" (which term, when used in this Section 8, shall have
the meaning it has when it is used in Section 13(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), but shall not include the Company, any
underwriter temporarily holding securities pursuant to an offering of such
securities, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, or any corporation owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as
their ownership of Voting Stock (as defined below) of the Company) is or
becomes, without the prior consent of a majority of the Continuing Directors (as
defined below), the Beneficial Owner (as defined in Rule 13d-3 promulgated under
the Exchange Act), directly or indirectly, of Voting Stock (as defined
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below) representing twenty percent (20%) or more of the combined voting power of
the Company's then outstanding securities; or
(ii) The stockholders of the Company approve and the Company
consummates a reorganization, merger or consolidation of the Company or the
Company sells, or otherwise disposes of, all or substantially all of the
Company's property and assets, or the Company liquidates or dissolves (other
than a reorganization, merger, consolidation or sale which would result in all
or substantially all of the beneficial owners of the Voting Stock of the Company
outstanding immediately prior thereto continuing to beneficially own, directly
or indirectly (either by remaining outstanding or by being converted into voting