Coach 2013 Annual Report Download - page 489

EXECUTION VERSION
EXHIBIT C
Purchase Option Terms
1. Integration with Option Agreement; Definitions . These Purchase Option Terms contain additional terms for the purchase and sale of any
Purchase Option Exercise Space (also sometimes referred to herein as the “ Premises”) pursuant to the Option Agreement (the “ Agreement”) to which these
Purchase Option Terms are attached and deemed incorporated therein as if set forth in full therein. Capitalized terms not otherwise defined herein have their
respective meanings set forth in the Agreement. In the event of any inconsistency between the provisions of these Purchase Option Terms and the Agreement,
the provisions of the Agreement shall govern.
2. Purchase and Sale of Exercise Space. Subject to the terms and conditions set forth in the Agreement and these Purchase Option Terms, if
the Purchase Option is timely and effectively exercised in accordance with Section 3 of the Agreement, Optionor shall sell, assign and convey to Optionee, and
Optionee shall purchase and assume from Optionor, all of Optionor’s right, title and interest in the Premises, subject to and in accordance with the applicable
terms and conditions set forth in the Agreement and these Purchase Option Terms. Optionor and Optionee acknowledge and agree that the value of any fixtures,
furnishings, equipment, machinery, inventory, appliances, permits, licenses and all other tangible and intangible personal property, if any, included or
relating to the Premises (the “Personal Property”) is de minimis and no part of the Purchase Price is allocable thereto.
3. Purchase Price and Deposit. The Purchase Price to be paid by Optionee for the Premises shall be determined in accordance with Section 4
of the Agreement. The Purchase Price, subject to adjustment as provided herein, shall be payable as follows:
(i) The Deposit shall be deposited with the Escrow Agent in accordance with Section 3 of the Agreement and the further terms of this
Section 3 of this Exhibit C.
(a) The Deposit shall be held in an interest bearing account in a bank selected by the Escrow Agent (it being agreed that the
Escrow Agent shall not be liable for the amount of interest which accrues thereon or for the solvency of such bank), and shall be applied in accordance with
Section 3 of this Exhibit C. Any interest accruing on the Deposit shall be distributed to the party that receives the Deposit in accordance with the terms of this
Exhibit C; provided, that if Optionor receives the Deposit, any interest accrued thereon shall be credited against the Purchase Price. The party receiving such
interest shall pay any income taxes thereon.
(b) If the Purchase Closing does not occur and either party makes a written demand upon the Escrow Agent for payment
of the Deposit (including any interest that shall have accrued thereon), the Escrow Agent shall promptly give written notice to the other party of such demand.
If the Escrow Agent does not receive a written objection from the other party to the proposed payment or delivery, which objection shall state the reasons the
party objects to the proposed payment or delivery (and a copy of which shall be sent to the other party), within ten (10) Business Days after the giving of such
notice, the Escrow Agent is hereby irrevocably authorized and directed to make such payment or delivery. If the Escrow Agent does receive such written
objection within such ten (10) Business Day period or if for any other reason the Escrow Agent in good faith shall elect not to make such payment or delivery,
the Escrow Agent shall continue to hold the Deposit (together with all interest that shall have accrued thereon), until directed by joint written instructions from
Optionor and Optionee or as directed pursuant to a final judgment of a court of competent jurisdiction.