Coach 2001 Annual Report Download - page 95

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securities of the resulting entity), more than fifty percent (50%) of the
combined voting power of the voting securities of the Company or such entity
resulting from the transaction (including, without limitation, an entity which
as a result of such transaction owns the Company or all or substantially all of
the Company's property or assets, directly or indirectly) outstanding
immediately after such transaction in substantially the same proportions
relative to each other as their ownership immediately prior to such
transaction); or
(iii) The individuals who are Continuing Directors of the Company
(as defined below) cease for any reason to constitute at least a majority of the
Board of the Company.
(iv) For purposes of this Section 8, (A) the term "Continuing
Director" means (I) any member of the Board who is a member of the Board
immediately after the issuance of any class of securities of the Company that
are required to be registered under Section 12 of the Exchange Act, or (II) any
person who subsequently becomes a member of the Board whose nomination for
election or election to the Board is recommended by a majority of the Continuing
Directors and (B) the term "Voting Stock" means all capital stock of the Company
which by its terms may be voted on all matters submitted to stockholders of the
Company generally.
(c) Immediately upon the consummation of a Change in Control, the
Company shall, or shall cause any acquirer or successor to, deposit into an
irrevocable grantor trust (the "Rabbi Trust") an amount of cash equal to the
then aggregate value of the Deferral Accounts. The trustee of the Rabbi Trust
and the terms and conditions of the agreement of trust establishing the Rabbi
Trust shall be determined by the Company prior to the consummation of the Change
in Control; provided, however, that the Rabbi Trust shall provide for the
distribution of its assets to Participating Directors in accordance with the
terms of this Plan; provided, further, that the Rabbi Trust shall meet the
requirements of Revenue Procedure 92-64, 1992-2 C.B. 422, issued by the Internal
Revenue Service, such that Participating Directors will not incur tax liability
in connection with the establishment of, or deposit of any assets in, the Rabbi
Trust. From time to time, the Company shall make such additional contributions
to the Rabbi Trust as the Board shall determine are necessary or appropriate in
order to continue to fully fund the Deferral Accounts of all Participating
Directors.
-6-
SECTION 9. ASSUMPTION OF PLAN. The Company shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company, whether
pursuant to a Change in Control or otherwise, to expressly assume and agree to
perform the obligations under this Plan in the same manner and to the same
extent that the Company would be required to perform if no such succession had
taken place.
SECTION 10. AMENDMENTS. Any substantive amendment to the Plan shall be
approved by the Board. No amendment shall be made which would adversely affect
the tax status of the Deferred Compensation accumulated in the Deferral
Accounts.
SECTION 11. EFFECTIVE DATE; TERMINATION. The Plan originally became
effective on June 29, 2000. The Board may terminate the Plan at any time;
provided that, such termination shall not affect the rights of Participating
Directors that have accrued under the Plan prior to such termination. In the
event of a termination, the payment schedule specified in the Deferred
Compensation Agreement or under the terms of the Plan shall continue to be
followed.
* * * * *
I hereby certify that the Plan was originally approved by the Board of
Directors of Coach, Inc. on June 23, 2000 and was originally approved by the
stockholders of Coach, Inc. on June 29, 2000.