Coach 2002 Annual Report Download - page 105

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Directors (as defined below), the Beneficial Owner (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of Voting Stock (as
defined below) representing twenty percent (20%) or more of the combined voting
power of the Company's then outstanding securities; or
(ii) The stockholders of the Company approve and the
Company consummates a reorganization, merger or consolidation of the Company or
the Company sells, or otherwise disposes of, all or substantially all of the
Company's property and assets, or the Company liquidates or dissolves (other
than a reorganization, merger, consolidation or sale which would result in all
or substantially all of the beneficial owners of the Voting Stock of the Company
outstanding immediately prior thereto continuing to beneficially own, directly
or indirectly (either by remaining outstanding or by being converted into voting
securities of the resulting entity), more than fifty percent (50%) of the
combined voting power of the voting securities of the Company or such entity
resulting from the transaction (including, without limitation, an entity which
as a result of such transaction owns the Company or all or substantially all of
the Company's property or assets, directly or indirectly) outstanding
immediately after such transaction in substantially the same proportions
relative to each other as their ownership immediately prior to such
transaction); or
(iii) The individuals who are Continuing Directors of the
Company (as defined below) cease for any reason to constitute at least a
majority of the Board of the Company.
(iv) For purposes of this Section 8, (A) the term
"Continuing Director" means (I) any member of the Board who is a member of the
Board immediately after the issuance of any class of securities of the Company
that are required to be registered under Section 12 of the Exchange Act, or (II)
any person who subsequently becomes a member of the Board whose nomination for
election or election to the Board is recommended by a majority of the Continuing
Directors and (B) the term "Voting Stock" means all capital stock of the Company
which by its terms may be voted on all matters submitted to stockholders of the
Company generally.
(c) Immediately upon the consummation of a Change in Control, the
Company shall, or shall cause any acquirer or successor to, deposit into an
irrevocable grantor trust (the "Rabbi Trust") an amount of cash equal to the
then aggregate value of the Deferral Accounts. The trustee of the Rabbi Trust
and the terms and conditions of the agreement of trust establishing the Rabbi
Trust shall be determined by the Company prior to the consummation of the Change
in Control; provided, however, that the Rabbi Trust shall provide for the
distribution of its assets to Participating Directors in accordance with the
terms of this Plan; provided, further, that the Rabbi Trust shall meet the
requirements of Revenue Procedure 92-64, 1992-2 C.B. 422, issued by the Internal
Revenue Service, such that Participating Directors will not incur tax liability
in connection with the establishment of, or deposit of any assets in, the Rabbi
Trust. From time to time, the Company shall make such additional contributions
to the Rabbi Trust as the Board shall determine are necessary or appropriate in
order to continue to fully fund the Deferral Accounts of all Participating
Directors.
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SECTION 9. ASSUMPTION OF PLAN. The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, whether pursuant to a Change in Control or otherwise, to expressly
assume and agree to perform the obligations under this Plan in the same manner
and to the same extent that the Company would be required to perform if no such