Coach 2013 Annual Report Download - page 465

2. Option Term.
(a) The Option and all rights and privileges granted to Optionee hereunder with respect thereto shall be effective and irrevocable for
the Option Period. The Option and all of Optionee’s rights hereunder shall expire and be of no further force and effect upon the expiration of the Option Period.
For the avoidance of doubt, if a Purchase Option Notice (hereinafter defined) or Lease Option Notice (hereinafter defined) is delivered on or prior to the
expiration of the Option Period, Optionee’s exercise of the Option pursuant thereto and the terms of this Agreement shall remain valid and in full force and
effect with respect to the Expansion Option Space (hereinafter defined) that is the subject of such Purchase Option Notice or Lease Option Notice,
notwithstanding that the Purchase Closing (hereinafter defined) or the Lease Closing (hereinafter defined), as applicable, occurs, or is scheduled to occur, after
the expiration of the Option Period in accordance with the terms of this Agreement.
(b) As used herein, the “Option Period” means the period commencing on the date hereof and expiring at 5:00 p.m. (Eastern time) on
the date that immediately precedes the applicable Vacancy Date by one (1) year. As used herein, the “Vacancy Date” means the earlier to occur of (i) the date
that is the tenth (10th) anniversary of the rent commencement date of the term of the initial lease of any portion of the Coach Expansion Premises, and (ii) the
date that is the thirteenth (13th) anniversary of the date on which Optionee first occupies the Coach Unit for the normal conduct of business in the ordinary
course. Within five (5) Business Days after the execution of the initial space lease with respect to Unit 2A or Unit 2B, Optionor shall provide written notice
thereof (the “Optionor’s Vacancy Date Notice”) to Optionee, which notice shall expressly advise Optionee of the commencement date of the term of such lease,
and promptly following the date on which Optionee first occupies the Coach Unit for the normal conduct of business in the ordinary course, Optionee shall
provide written notice (the “Optionee’s Vacancy Date Notice”) to Optionor thereof. At the request of either Party, Optionor and Optionee shall promptly
following the execution of the initial lease for Unit 2A or Unit 2B, confirm the Vacancy Date and the date on which the Option Period ends for the applicable
Coach Expansion Premises by a separate written instrument; provided, that the failure of Optionor to deliver Optionor’s Vacancy Date Notice or of Optionee to
deliver Optionee’s Vacancy Date Notice, or the failure of the Parties to execute and deliver such instrument shall not affect the Option Period or the Option. If
Optionor shall not deliver the Optionor’s Vacancy Date Notice to Optionee with respect to Unit 2A or Unit 2B on or prior to the date that is the third (3rd)
anniversary of the date on which Optionee first occupies the Coach Unit for the normal conduct of business in the ordinary course thereof, the Vacancy Date
for such Unit shall be deemed to be the date that is the thirteenth (13th) anniversary of the date on which Optionee first occupies the Coach Unit for the normal
conduct of business in the ordinary course, and Optionor and Optionee shall then promptly confirm the Vacancy Date and the Option Period by a separate
instrument; provided, that the failure to execute and deliver such instrument shall not affect the Option Period or the Option.
3. Exercise of Purchase Option.
(a) Subject to the terms of Section 1 and this Section 3, Optionee may exercise the Purchase Option at any time, and from time to
time, during the Option Period, by delivering to Optionor a written notice stating that Optionee elects to exercise the Purchase Option pursuant to the terms of
this Agreement (a “Purchase Option Notice”). A Purchase Option Notice shall not be effective to exercise the Purchase Option unless Optionee satisfies each of
the following conditions upon delivery of the Purchase Option Notice to Optionor:
3