Coach 2001 Annual Report Download - page 93

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irrevocable.
(iii) A Participating Director may elect to transfer amounts
invested in the Interest Account to the Stock Equivalent Account as of any
Valuation Date by filing an investment change election with the Board prior to
the Valuation Date the change is to become effective. The amount elect to be
transferred to the Stock Equivalent Account shall be treated as invested in
Deferred Stock Units as of the Valuation Date and the number of Deferred Stock
Units to be credited to the Participating Director's Deferral Account and
appropriate subaccounts as of the Valuation Date shall be determined by dividing
the amount to be transferred by the Market Value on such Valuation Date.
(iv) Until invested as of the Credit Date in either the Interest
Account or Stock Equivalent Account, a Participating Director's Deferred
Compensation shall be credited with interest in such amount as the Board may
determine.
(d) A Participating Director may elect to re-defer balances of existing
Deferred Compensation accounts. A re-deferral shall be effected by executing and
delivering an election form at least six months prior to the original payment
date and
-3-
provided further that such re-deferral is not within the same tax year as the
original deferral payment date.
SECTION 4. REVOCATION OF ELECTION. A Participating Director may elect
to revoke the election to defer his or her Annual Cash Retainer by written
notice delivered to the Secretary of the Company at least seven (7) business
days prior to the date the retainer fees would otherwise have been paid to the
Participating Director ("Revocation Notice"). The revocation shall become
effective at the beginning of the next immediate Retainer Payment Quarter and
shall be applicable only to Annual Cash Retainer fees earned after the effective
date of the Revocation Notice, and, thereafter, the Participating Director shall
not be entitled to defer any future Annual Cash Retainer fees for the remaining
portion of the Plan Year in which the Revocation Notice is delivered. "Plan
Year" means the twelve-month period beginning on November 1 and ending on
October 31.
SECTION 5. PAYMENTS OF DEFERRED COMPENSATION.
(a) As specified in the Deferred Compensation Agreement, a
Participating Director may elect to receive payments of Deferred Compensation
either (i) in a lump sum payment as of the Distribution Date or (ii) in annual
installments over a period not to exceed ten (10) years commencing as of the
Distribution Date. If the Participating Director elects an installment method of
payment the Distribution Date must be as of January 1.
(b) The Deferral Account shall continue to be maintained for the
benefit of the Participating Director and paid in accordance with the Deferred
Compensation Agreement in the event that the Participating Director's service as
a director shall terminate prior to all of the outstanding balance in the
Deferral Account being paid out.
(c) If a Participating Director shall die while an active director of
the Company prior to all the payments being made from the Deferral Account, the
unpaid balance of the Deferral Account shall be paid on the thirtieth (30th) day
after the date the Secretary of the Company has been duly notified of his or her
death to either of the Participating Director's estate or to his or her
designated beneficiary or beneficiaries, as designated in the Deferred
Compensation Agreement, or in the absence of such designation, to his or her
personal representative. Such death payment shall be made in a single lump sum,
irrespective of the time and manner of payment specified in the Deferred
Compensation Agreement.
SECTION 6. UNFUNDED OBLIGATION OF THE COMPANY. Deferral Account
balances shall constitute general contractual obligations of the Company to the