Coach 2015 Annual Report Download - page 145

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An award (“Award”) for Performance Restricted Stock Units (“PRSUs”), representing a number of shares of Coach, Inc. common stock (“Common Stock”) as
noted in the 2014 Performance Restricted Stock Unit Grant Notice (the “Grant Notice”) of Coach, Inc., a Maryland Corporation (the “Company”) to which
this Performance Restricted Stock Unit Award Agreement (this “Agreement”) is attached as an exhibit, is hereby granted to the Holder (“you”) on the date set
forth in the Grant Notice, subject to the terms and conditions of this Agreement. The PRSUs are also subject to the terms, definitions and provisions of the
Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (as amended, restated or otherwise modified from time to time, the “Stock Incentive Plan”)
adopted by the Board of Directors of the Company (the “Board”) and approved by the Company’s shareholders, which is incorporated in this Agreement. To
the extent inconsistent with this Agreement, the terms of the Stock Incentive Plan shall govern. Terms not defined herein shall have the meanings as set forth
in the Stock Incentive Plan. The Human Resources Committee of the Board (the “Committee”) has the discretionary authority to construe and interpret the
Stock Incentive Plan and this Agreement. All decisions of the Committee upon any question arising under the Stock Incentive Plan or under this Agreement
shall be final and binding on all parties. The Award and the PRSUs issued thereunder are subject to the following terms and conditions:
1. PRSU AWARD
The target number of PRSUs subject to this award (the “Target Number of PRSUs”) is set forth in the Grant Notice. The actual number of PRSUs which
vest pursuant to the Award may be greater than or less than the Target Number of PRSUs based on the Company’s achievement of the Performance Goals
(as defined below) during the period June 29, 2014 (the first day of the Company’s 2015 fiscal year) and ending on July 1, 2017 (the last day of the
Company’s 2017 fiscal year) (the “Performance Period”) and determined in accordance with the vesting schedule set forth in Section 2(a) below.
PRSUs are considered Performance Stock Units under the Stock Incentive Plan. Each PRSU represents the right to receive one share of Common Stock
upon the satisfaction of the terms and conditions of this Agreement and the Stock Incentive Plan (the “Restrictions”).
2. VESTING AND SETTLEMENT OF PRSUS
PRSUs shall vest and be settled in accordance with the provisions of the Stock Incentive Plan as follows:
(a)Vesting
Each vested PRSU is equal in value to one share of Common Stock. Except as set forth in Section 5, if the Committee certifies that, as of July 1, 2017
(the last day of the Performance Period) (the “Measurement Date”), the Company has achieved the applicable Productivity Measure (as defined
below), Strategic Objective Measure (as defined below) and Sales Measure (as defined below) (collectively, the “Performance Goals”), the PRSUs
subject to the Award shall be eligible to become vested on the third anniversary of the Grant Date (the “ Vesting Date”) based on the Performance
Level (as defined below) pursuant to the vesting schedule set forth in the Performance Goal Schedule (as defined below). The weighted average
vesting schedule provided in the Performance Goal Schedule is set forth in the following table (and the maximum payout -- assuming Maximum
Performance Level with respect to all three Performance Goals -- is 170% of the Target Number of PRSUs as set forth below):
2
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