Coach 2015 Annual Report Download - page 156

The parties acknowledge that it is their express wish that this Agreement, as well as all documents, notices and legal proceedings entered into, given or
instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Les parties reconnaissent avoir exigé que cette convention («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures
judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente.
Securities Law Information. You are permitted to sell Shares acquired under the Plan through the designated broker appointed under the Plan, if any,
provided the sale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed
(i.e., the New York Stock Exchange).
Foreign Asset/Account Reporting Information. Foreign property (including Shares) held by Canadian residents must be reported annually on Form T1135
(Foreign Income Verification Statement) if the total value of such foreign property exceeds C$100,000 at any time during the year. It is not certain if
unvested RSUs constitute foreign property that needs to be reported on Form T1135. The form must be filed by April 30th of the following year. You should
consult with your personal tax advisor to determine if the reporting obligation applies to your personal situation.
CHINA
Manner of Sale. This provision supplements Section 3 of the Grant Agreement and is applicable to you if you are a PRC national residing in China, unless
otherwise determined by the Company or required by SAFE:
You agree that, at the Company’s discretion and instruction, any or all of the Shares issued upon vesting/settlement of the RSUs may be sold, either
immediately upon vesting or within six months (or such shorter period as may be required under applicable legal or exchange control requirements)
following the termination of your employment for any reason. Your acceptance of the RSUs constitutes your authorization for the Company to instruct its
designated broker to assist with the sale of such Shares (on your behalf pursuant to this authorization without further consent) and you expressly authorize
the Company’s designated broker to complete the sale of such Shares. You acknowledge that the Company’s designated broker is under no obligation to
arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company agrees to pay you the cash proceeds from the sale of the
Shares, less brokerage fees and subject to any obligation to satisfy Tax Related Items.
Exchange Control Restrictions. The following provision applies to you if you are a PRC national residing in China, unless otherwise determined by the
Company or required by SAFE:
You understand and agree that, due to exchange control laws in China, you must immediately repatriate the proceeds from the sale of Shares to China. You
further understand that such repatriation of the proceeds will need to be effected through a special exchange control account established by the Company or
an Affiliate, and you hereby consent and agree that the proceeds from sale of RSU’s may be transferred to such special account prior to being delivered to
you. You agree to bear any currency fluctuation risk between the time the Shares are sold and the time the sale proceeds are distributed to you. The Company
is under no obligation to secure any exchange conversion rate. You further agree to comply with any other requirements that may be imposed by the
Company in the future in order to facilitate compliance with exchange control requirements in China.
HONG KONG
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.
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