Coach 2013 Annual Report Download - page 479

21. Exculpation.
(a) Optionee agrees that it shall not enforce the liability and obligation of Optionor to perform and observe the obligations contained
in this Agreement by any action or proceeding against any Optionor Exculpated Party (as hereinafter defined), and shall not sue for, seek or demand any
money judgment against any direct or indirect member, manager, shareholder, partner, beneficiary or other owner of beneficial ownership interests in
Optionor, or any director, officer, agent, attorney, employee or trustee of any of the foregoing (each, an “ Optionor Exculpated Party” and, collectively, the
“Optionor Exculpated Parties”) under or by reason of or in connection with this Agreement. The provisions of this Section 21(a) shall not, however,
(i) constitute a waiver, release or impairment of any obligation of Optionor hereunder; or (ii) impair the right of Optionee to name Optionor as a party defendant
in any action or suit under this Agreement.
(b) Optionor agrees that it shall not enforce the liability and obligation of Optionee to perform and observe the obligations contained in
this Agreement by any action or proceeding against any Optionee Exculpated Party (as hereinafter defined), and shall not sue for, seek or demand any money
judgment against any direct or indirect member, manager, shareholder, partner, beneficiary or other owner of beneficial ownership interests in Optionee, or
any director, officer, agent, attorney, employee or trustee of any of the foregoing (each, an “ Optionee Exculpated Party” and, collectively, the “Optionee
Exculpated Parties”) under or by reason of or in connection with this Agreement. The provisions of this Section 21(b) shall not, however, (i) constitute a
waiver, release or impairment of any obligation of Optionee hereunder; or (ii) impair the right of Optionor to name Optionee as a party defendant in any action
or suit under this Agreement.
(c) The provisions of this Section 21 shall survive the Closing, the expiration of the Option Period and the termination of this
Agreement.
22. Defined Terms. The following words and phrases have the following meanings in this Agreement:
(a) “Affiliate” means, with respect to any Person, a Person which directly or indirectly, through one or more intermediaries, controls,
is controlled by or is under common control with, such Person. For purposes hereof, the term “control” (including the related terms “controlled by” and “under
common control with”) means the possession, directly or indirectly, of the power to direct (or cause the direction of) the management and policies of a Person
(whether through the ownership of voting securities or other ownership interest, by contract or otherwise).
(b) “Business Day” means each day, except Saturdays, Sundays and all days observed by the federal government as legal holidays
or which commercial banks in New York State are not required or authorized to be closed for business.
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