Coach 2015 Annual Report Download - page 124

In the case of your Retirement (as defined below), the RSUs will remain outstanding and will be eligible to become vested
on the Vesting Date. For purposes of the foregoing, “” shall mean your voluntary departure from employment with the
Coach Companies if either: (1) you have attained age 65 and five years of service with the Coach Companies or (2) you have
attained age 55 and ten years of service with the Coach Companies.
5.  
( a )   . If your employment with the Coach Companies is terminated by the Coach
Companies prior to the Vesting Date and you are eligible to receive severance benefits under any written severance plan or policy
of the Coach Companies or an employment agreement between you and the Coach Companies in connection with such
termination (collectively, a “  ”), then in the event the Vesting Date occurs during the Severance
Period (as defined below), the RSUs will remain outstanding and will be eligible to become vested on the Vesting Date. For
purposes of the foregoing, “ ” shall mean the period during which you are eligible for and actually receive
severance payments, pursuant to a written severance plan or policy of the Coach Companies or an employment agreement
between you and the Coach Companies following your termination of employment.
(b) . If your employment terminates (i) for reasons other
than your death, Permanent and Total Disability, Retirement or a Change in Control Termination and (ii) such termination is not a
Severance Event Termination (i.e., you voluntarily terminate your employment with the Coach Companies or your employment is
terminated by the Coach Companies and you are not eligible for severance pay under the written severance plans or policies of the
Coach Companies or an employment agreement between you and the Coach Companies, including, for the avoidance of doubt, if
your employment with the Coach Companies is terminated due to poor performance, as determined in the sole discretion of the
Committee), then the RSUs that have not yet vested on the date your employment terminates will be automatically forfeited as of
such date.
6. .
(a) Notwithstanding anything contained in this Agreement to the contrary, (i) if your employment with the Coach
Companies is terminated for Cause (as defined below) (a “”), (ii) if you elect to terminate your employment
with the Coach Companies (including in the event of your Retirement) and you do not provide the Coach Companies with twelve
(12) weeks advance written notice of your intent to terminate your employment (“  ”), or (iii) if you
engage in any activity inimical, contrary or harmful to the interests of the Coach Companies during your employment with the
Coach Companies or at any time during the period ending one (1) year after your employment with the Coach Companies
terminates, including but not limited to (A) violating any of the Restrictive Covenants (as defined below), (B) violating any business
standards established by the Company, or (C) participating in any activity not approved by the Board of Directors which is
reasonably likely to contribute to or result in a Change in Control, as defined in Article 2 of the Stock Incentive Plan (such activities
to be collectively referred to as “”), then (x) this Award, to the extent it remains restricted, shall be forfeited
automatically on the date on which you first engaged in such Wrongful Conduct or the date of your Termination for Cause or
Termination without Notice, whichever is applicable, and (y) you shall pay to the Company in cash or Shares any Financial Gain
(as defined below) you realize from the vesting of these RSUs within the twelve (12) month period (if your role is at the Corporate
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