Coach 2001 Annual Report Download - page 98

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exchange on which shares of Common Stock are then trading, if any (or as
reported on any composite index which includes such principal exchange), on the
trading day previous to such date, or if shares were not traded on the trading
day previous to such date, then on the next preceding date on which a trade
occurred, or (b) if Common Stock is not traded on an exchange but is quoted on
Nasdaq or a successor quotation system, the mean between the closing
representative bid and asked prices for the Common Stock on the trading day
previous to such date as reported by Nasdaq or such successor quotation system,
or (c) if Common Stock is not publicly traded on an exchange and not quoted on
Nasdaq or a successor quotation system, the Fair Market Value of a share of
Common Stock as established by the Committee acting in good faith.
2.12 "Offering Date" shall mean each December 1 and June 1. The first
Offering Date under the Plan shall be February 8, 2002.
2.13 "Officer" shall mean an employee of the Company who is either an
executive officer or member of the management of the Company.
2.14 "Option Period" shall mean the period beginning on an Offering
Date and ending on the next succeeding Exercise Date.
2.15 "Option Price" shall mean the purchase price of a share of Common
Stock hereunder as provided in Section 4.1 below.
2.16 "Participant" shall mean any Eligible Employee who elects to
participate pursuant to the terms of the Plan.
2.17 "Plan" shall mean this Coach, Inc. 2001 Employee Stock Purchase
Plan, as it may be amended from time to time.
2.18 "Plan Account" shall mean a bookkeeping account established and
maintained by the Company in the name of each Participant.
2.19 "Subsidiary" shall mean any corporation of which the Company or a
Subsidiary owns stock possessing 50% or more of the total combined voting power
of all classes of stock in the corporation.
2
ARTICLE III.
PARTICIPATION
3.1 Eligibility. An Eligible Employee may participate in the Plan if
immediately after the applicable Offering Date, that Employee would not be
deemed for purposes of Section 423(b)(3) of the Code to possess 5% or more of
the total combined voting power or value of all classes of stock of the Company
or any Subsidiary.
3.2 Election to Participate; Payroll Deductions
(a) Except as otherwise provided in Section 3.3, an Eligible
Employee may participate in the Plan only by means of payroll deduction. An
Eligible Employee may elect to participate in the Plan during an Option Period
by delivering to the Company in the calendar month preceding the Offering Date
on which such Option Period commences a written payroll deduction authorization
on a form prescribed by the Company.
(b) Payroll deductions (i) must equal at least five dollars ($5.00)
per pay period; and (ii) may be expressed either as (A) a whole number
percentage, or (B) a fixed dollar amount, subject to the provisions of Sections
4.2 and 4.3 below. Amounts deducted from a Participant's Compensation pursuant
to this Section 3.2 shall be credited to the Participant's Plan Account.
(c) A Participant may, on one occasion only during an Option Period,
increase or decrease the amount of his or her payroll deductions with respect to
that Option Period by completing and filing with the Company a new written
payroll deduction authorization form authorizing the change in the payroll
deduction rate. The change in rate shall be effective as of the beginning of the