Coach 2015 Annual Report Download - page 126

exceed the total number of entities shown below for the region in which your employment is based (ii) such entities are the same
entities used for any list of competitive entities for any other arrangement with an executive of the Company, and (iii) you will only
be restricted from those entities on the list as of the date of the termination of your employment with the Coach Companies. A
current list of Competitive Businesses, including any changes made to the list by the Committee, shall be maintained on the
Company intranet. Each entity included in the list of entities designated as Competitive Businesses at any given time shall include
any and all subsidiaries, parent entities and other affiliates of such entity.
The following entities, together with their respective subsidiaries, parent entities and other affiliates, have been designated
by the Committee as Competitive Businesses as of the date of this Agreement for Company Employees employed by the
Company’s North American entities or Global Operations division (regardless of the employee’s geographic place of work or
residence) excluding those described in the paragraph below: Burberry Group PLC; Diane von Furstenberg Studio, L.P.; Cole Haan
LLC; Fast Retailing Co., Ltd.; The Gap, Inc.; Kering; J. Crew Group, Inc.; Fung Group; L Brands, Inc.; Kate Spade and Company;
LVMH Moet Hennessy Louis Vuitton SA; Michael Kors Holdings Limited; PVH Corp.; Rag & Bone; Ralph Lauren Corporation;
Prada, S.p.A.; Proenza Schouler; Tory Burch LLC; Tumi Holdings, Inc.; and V.F. Corporation.
The following entities, together with their respective subsidiaries, parent entities and other affiliates, have been designated
by the Committee as Competitive Businesses as of the date of this Agreement for Company employees employed by the retail
businesses operated by the Company (either directly or in a joint venture) outside of North America (regardless of the employee’s
geographic place of work or residence): adidas AG; Burberry Group PLC; Chanel S.A.; Cole Haan LLC; Club 21 Pte Ltd; Fast
Retailing Co., Ltd; Salvatore Ferragamo S.p.A.; Furla S.p.A.; The Gap, Inc.; Kering; H & M Hennes & Mauritz AB; Hermes
International SA; Kate Spade and Company; LVMH Moet Hennessy Louis Vuitton SA; Michael Kors Holdings Limited; PVH Corp.;
Ralph Lauren Corporation; Prada, S.p.A.; Compagnie Financiere Richemont SA; Tod’s S.p.A.; Tory Burch LLC; Industria de Diseño
Textil, S.A.
By accepting these RSUs, you consent to and authorize the Coach Companies to deduct from any amounts payable by the
Coach Companies to you any amounts you owe to the Company under this section. This right of set-off is in addition to any other
remedies the Company may have against you for your breach of this Agreement. Your obligations under this section shall be
cumulative (but not duplicative) of any similar obligations you have under this Agreement or pursuant to any other agreement with
the Company.
7. . This Award will not be assignable or transferable by you, other than by a qualified domestic
relations order or by will or by the laws of descent and distribution, and will be exercisable during your lifetime only by you (or your
legal guardian or personal representative).
8 . . The Shares you will receive under the Award generally are freely tradeable in the
United States. However, you may not offer, sell or otherwise dispose of any Shares in a way which would: (a) require the Company
to file any registration statement with the Securities and Exchange Commission (or any similar filing under state law or the laws of
any other country) or to amend or supplement any such filing or (b) violate or cause the Company to violate the Securities Act of
1933, as amended, the rules and regulations promulgated thereunder, any other state or federal law, or the laws of any other
country. The
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