Coach 2015 Annual Report Download - page 148

(c)Retirement. Notwithstanding Section 5(a), if you cease active employment with the Coach Companies because of your Retirement prior to the Vesting
Date, the PRSUs shall remain eligible to become vested on the Vesting Date, pursuant to Section 2, based on actual Company achievement of the
Performance Goals as determined as of the Measurement Date.
(d)Change in Control. Notwithstanding Section 5(a), if your employment is terminated by the Coach Companies without Cause (as defined below) prior
to the Vesting Date and upon, or within the 12 month period immediately following, a Change in Control (as defined in the Stock Incentive Plan),
the Target Number of PRSUs subject to the Award shall become vested effective as of the Date of Termination and such vested PRSUs shall be
distributed to you as soon as reasonably practicable on or following such Date of Termination.
(e)Severance Events. Notwithstanding Section 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, then a pro-rata portion of the Award,
determined based upon the number of days elapsed during the Performance Period prior to the last day of the Severance Period (as defined below),
shall remain eligible to become vested on the Vesting Date, pursuant to Section 2, based on actual Company achievement of the Performance
Goals as determined as of the Measurement Date.
(f)Certain Definitions. For purposes of this Agreement, (i) “Cause” shall mean fraud, misappropriation, embezzlement or other act of material misconduct
against the Coach Companies; substantial and willful failure to render services in accordance with the terms of your duties as an employee;
provided that (A) a demand for performance of services had been delivered to you at least thirty (30) days prior to your termination identifying the
manner in which you have failed to perform and (B) thereafter you fail to remedy such failure to perform; conviction of or plea of guilty or nolo
contendere to a felony; or violation of any business standards established by the Coach Companies; (ii) “Disability” shall mean any mental or
physical illness, condition, disability or incapacity that can be expected to result in death or can be expected to last for a continuous period of not
less than 12 months, and which (A) prevents you from discharging all of your essential job responsibilities or duties, (B) shall be attested to in
writing by a physician or group of physicians selected by you and acceptable to the Coach Companies, and (C) has prevented you from so
discharging your duties for any 180 days in any 365 day period; a Disability shall be deemed to have occurred on the 180th day in such 365 day
period; (iii) “Retirement” shall mean your voluntary departure from employment with the Coach Companies if either (A) you have attained age
65 and five years of service with the Coach Companies or (B) you have attained age 55 and ten years of service with the Coach Companies; and
(iv) “Severance Period” 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.
6. TERM OF PRSUS
PRSUs not certified by the Committee as having vested as of the end of the Performance Period for which the PRSUs were awarded shall be forfeited.
7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
The number and kind of shares of Common Stock subject to this Award shall be appropriately adjusted pursuant to the Stock Incentive Plan to reflect
any stock dividend, stock split, split-up, extraordinary dividend distribution, or any combination or exchange of shares, however accomplished.
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