Coach 2015 Annual Report Download - page 149

8. ADDITIONAL PRSUS
The Committee may or may not grant you additional PRSUs in the future. Nothing in this Award or any future Award should be construed as suggesting
that additional PRSU awards to you will be forthcoming.
9. RIGHTS AS A SHAREHOLDER
Neither you nor your beneficiary or representative shall have any rights as a shareholder with respect to any Common Stock subject to the PRSUs, unless
and until the PRSUs vest and are settled in shares of Common Stock of the Company.
10. NO RETENTION RIGHTS
Nothing in this Agreement or in the Stock Incentive Plan shall give you the right to be retained by the Company (or a subsidiary of the Company) as an
employee or in any capacity. The Company and its subsidiaries reserve the right to terminate your service at any time, with or without Cause.
11. FORFEITURE AND CLAWBACK PROVISIONS
(a)PRSU Claw-Back. Notwithstanding anything contained in this Agreement to the contrary, (i) if your employment with the Coach Companies is
terminated for Cause (as defined above) (“Termination for Cause”), (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 the Required Notice applicable to your level
(“Termination without Notice”), 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
“Wrongful Conduct”), 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 PRSU Gain (as defined below) received by you within the twelve (12) month period (if your
role is at the Corporate level of Vice President or higher) or six (6) month period (if your role is below the Corporate level of Vice President)
immediately preceding the date on which you first engaged in such Wrongful Conduct or the date of your Termination for Cause or Termination
without Notice. For the avoidance of doubt, the claw-back provisions set forth in this Section 11(a) are in addition to any other claw-back policy
applicable to you, including, without limitation, the Company’s incentive repayment policy in the event of employee accountability for a
material restatement of the Company’s financial results and any claw-back or similar requirements which might be imposed pursuant to Section
304 under the Sarbanes-Oxley Act of 2002, or pursuant to any modification or expansion of the Company’s claw-back policy to the extent
required by the Dodd-Frank Act of 2010 and the related rules of the Securities and Exchange Commission.
(b)For purposes of this Agreement, “PRSU Gain” shall mean an amount equal to the product of (i) the number of shares of Common Stock that are
distributed pursuant to the Award and (ii) the Fair Market Value per share of Common Stock on the date of such distribution (without reduction
for any shares of Common Stock sold or surrendered in payment of taxes, etc.).
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