Coach 2015 Annual Report Download - page 150

(c)For purposes of this Agreement, “Required Notice” means advance written notice of your intent to terminate your employment with the Coach
Companies, delivered not less than (A) twelve (12) weeks before your last day of employment if you are then a member of the Coach Operating
Group, (B) six (6) weeks before your last day of employment if you are then a Senior Vice President, or (C) four (4) weeks before your last day of
employment if you are then a Vice President (there is no Required Notice applicable if you are below the level of Vice President).
(d)For purposes of this Agreement, “Restrictive Covenants” shall mean your agreement not to (i) compete directly or indirectly (either as owner,
employee or agent of a Competitive Business (as defined below)) with any of the businesses of the Coach Companies, (ii) make, directly or
indirectly, a five percent (5%) or more investment in a Competitive Business, or any new luxury accessories business that competes directly with
the existing or planned product lines of the Coach Companies, (iii) solicit any present or future employees or customers of the Coach Companies
to terminate such employment or business relationship(s) with the Coach Companies, in the case of each of (i), (ii) and (iii), at any time 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, or (iv) disclose or misuse any confidential information regarding the Coach Companies at any time. You acknowledge and
agree that the Company is granting you the Award in consideration of your agreement to be bound by the Restrictive Covenants. Accordingly, if
you breach any of the Restrictive Covenants, in addition to the forfeiture and claw-back consequences described in Section 11(a), the Company
shall be entitled to recover any damages incurred as a result of such breach. You further acknowledge and agree that the Coach Companies would
be irreparably harmed by any breach of the Restrictive Covenants and that money damages would be an inadequate remedy for any such breach
and, accordingly, in the event of your breach or threatened breach of any of the Restrictive Covenants, the Company may, in addition to any
money damages or other rights and remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or
injunctive or other relief in order to enforce, or prevent any violations of, the Restrictive Covenants. For the avoidance of doubt, the remedies in
law and in equity for any breach of the Restrictive Covenants set forth in this Section 11(c) are in addition to, and cumulative of, the claw-back
and forfeiture provisions set forth in Section 11(a).
(e)For purposes of this Agreement, “Competitive Business” shall mean any entity (including its subsidiaries, parent entities and other affiliates) that, as
of the relevant date, the Committee has designated in its sole discretion as an entity that competes with any of the businesses of the Coach
Companies; provided, that (i) this list of Competitive Businesses shall not 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 Termination. 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; Cole Haan LLC; Diane von Furstenberg Studio, L.P.; Fifth & Pacific Companies, Inc.; Fast Retailing Co., Ltd.; Fung Group;
The Gap, Inc.; J. Crew Group, Inc.; Kering; L Brands, Inc.; LVMH
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