Coach 2002 Annual Report Download - page 101

Download and view the complete annual report

Please find page 101 of the 2002 Coach annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 167

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167

Exhibit 10.14
COACH, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
(Amended and Restated as of October 21, 2002)
The Coach, Inc. Non-Qualified Deferred Compensation Plan for Outside
Directors was originally approved by the Board of Directors (the "Board") of
Coach, Inc., a Maryland corporation (the "Company"), on June 23, 2000, and was
originally approved by the stockholders of the Company on June 29, 2000. In
furtherance of the purposes of said plan and in order to amend said plan in
certain respects, the plan has been amended and restated in its entirety,
effective as of October 21, 2002. This amendment and restatement constitutes a
complete amendment, restatement and continuation of the Coach, Inc.
Non-Qualified Deferred Compensation Plan for Outside Directors (as amended and
restated, the "Plan").
SECTION 1. PARTICIPATION.
(a) A member of the Board who is not an employee of the Company
may elect to defer the compensation that he or she earns for services as a
director that he or she has not elected to receive in a form other than cash
("Annual Cash Retainer") which would otherwise be payable for each fiscal year
quarter (or other payment period established by the Company) ("Retainer Payment
Quarter") but for such director's election to participate in the Plan.
(b) The deferred Annual Cash Retainer ("Deferred Compensation")
shall be paid on such future date (the "Distribution Date") or dates and in such
manner as a director who elects to participate in the Plan ("Participating
Director") shall elect in a written Deferred Compensation Agreement in such
form, consistent with the terms of the Plan, as shall be provided by the Board
or its delegate ("Deferred Compensation Agreement"); provided, however, that no
Deferred Compensation shall be paid in the same calendar year in which any
portion of the Annual Cash Retainer representing the Deferred Compensation is
earned. Any election to defer all or any portion of the Annual Cash Retainer
shall be applicable to all future Annual Cash Retainer fees earned until the
election is revoked by the Participating Director pursuant to Section 4 hereof.
(c) All Deferral Elections must be made in such manner as the
Administrator may prescribe and must be received by the Company or its delegate
no later than the date specified by the Company (the "Election Deadline"). In no
event will the Election Deadline be later than the end of the Retainer Payment
Quarter preceding the Retainer Payment Quarter in which the compensation is
anticipated to be paid.
SECTION 2. ADMINISTRATION. The Plan shall be administered by the
Board. The Board may delegate certain administrative authority to a committee or
subcommittee of the Board or to one or more employees of the Company, but shall
retain the ultimate
responsibility for the interpretation of, and amendments to, the Plan. Members
of the Board shall not be liable for any of their actions or determinations made
in good faith with respect to the administration of the Plan. Except to the
extent superseded by the laws of the United States, the laws of the State of
Maryland, without regard to its conflict of laws principles, shall govern in all
matters relating to the Plan.
SECTION 3. ESTABLISHMENT AND MAINTENANCE OF DEFERRAL ACCOUNTS.
(a) The Company shall establish and maintain a separate Deferred
Compensation account ("Deferral Account") for each Participating Director which,
except as otherwise may be provided pursuant to Section 6, shall be a
bookkeeping account. Deferred Compensation shall be credited to the Deferral
Account as of the the date the retainer fees would otherwise have been paid to