Coach 2015 Annual Report Download - page 155

ANNEX A
COUNTRY-SPECIFIC PROVISIONS
This Annex includes additional terms and conditions that govern your RSU Award if you reside in one of the countries listed herein. Capitalized terms used
but not defined herein shall have the same meanings ascribed to them in the Agreement or the Plan.
This Annex may also include information regarding exchange controls and certain other issues of which you should be aware with respect to your
participation in the Plan. The information is based on the securities, exchange control and other laws concerning options in effect as of August 2014. Such
laws are often complex and change frequently. As a result, the Company strongly recommends that you not rely on the information noted herein as the only
source of information relating to the consequences of your participation in the Plan as the information may be out of date at the time you vest in your RSUs
or sell your Shares acquired under the Plan.
In addition, this Annex is general in nature, does not discuss all of the various laws, rules and regulations which may apply to your particular situation and
the Company is not in a position to assure you of any particular result. Accordingly, you are strongly advised to seek appropriate professional advice as to
how the relevant laws in your country apply to your specific situation.
If you reside in a country but are considered a citizen or resident of another country for purposes of the country in which you reside, the information
contained in this Annex may not be applicable.
CANADA
RSUs Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the grant of RSUs does not provide
any right for you to receive a cash payment, and the RSUs are payable in Shares only.
(l) except as may be determined by the Administrator pursuant to the authority delegated to him under the Plan and as otherwise provided in Sections 4 and
5, above, in the event of the termination of your employment or continuous service (whether or not later found to be invalid or in breach of applicable labor
laws or the terms of your employment or service agreement, if any), your right to vest in RSUs under the Plan, if any, will terminate effective as of the earlier
of (i) the date upon which your employment or continuous service is terminated by the Company or your actual employer; (ii) the date upon which you
receive written notice of termination of your employment or continuous service from the Company or your actual employer; or (iii) the date upon which you
are no longer actively employed or providing services to the Company or your actual employer, and in all cases will not be extended by any notice period
mandated under local law (e.g., active employment or service would not include any contractual notice period or any period of “garden leave” or similar
period mandated pursuant to applicable labor laws or the terms of your employment or service agreement, if any); the Administrator shall have the exclusive
discretion to determine when you are no longer actively employed for purposes of your RSUs (including whether you may still be considered to be providing
services while on a leave of absence).
Data Privacy. This provision supplements Section 13 of the Grant Agreement:
You hereby authorize the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or
not, involved in the administration and operation of the Plan. You further authorize the Company and any Affiliates and the administrator of the Plan to
disclose and discuss the Plan with their advisors. You further authorize your employer to record such information and to keep such information in your
employee file.
Consent to Receive Information in English. The following provisions will apply if you are a resident of Quebec:
12
NY\6518985.4