Coach 2002 Annual Report Download - page 107

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Exhibit 10.20
EMPLOYMENT AGREEMENT
THIS AGREEMENT, effective as of June 1, 2003 (the "Effective
Date"), is made by and between Coach, Inc., a Maryland corporation (the
"Company") and Lew Frankfort (the "Executive").
RECITALS:
A. It is the desire of the Company to assure itself of
the services of the Executive by engaging the Executive as its Chairman and
Chief Executive Officer.
B. The Executive desires to commit himself to serve the
Company on the terms herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the
respective covenants and agreements set forth below, the parties hereto agree as
follows:
1. Certain Definitions
(a) "Affiliate" shall mean with respect to any
Person, any other Person directly or indirectly, through one or more
intermediaries, controlling, controlled by, or under common control
with, such Person. For purposes of this Section 1(a), "control" shall
have the meaning given such term under Rule 405 of the Securities Act
of 1933, as amended.
(b) "Annual Base Salary" shall have the meaning
set forth in Section 5(a).
(c) "Board" shall mean the Board of Directors of
the Company.
(d) "Bonus" shall have the meaning set forth in
Section 5(b).
(e) The Company shall have "Cause" to terminate
the Executive's employment upon (i) the Executive's failure to attempt
in good faith to substantially perform the duties as Chairman and Chief
Executive Officer (other than any such failure resulting from the
Executive's physical or mental incapacity) which is not remedied within
30 days after receipt of written notice from the Company specifying
such failure; (ii) the Executive's failure to attempt in good faith to
carry out, or comply with, in any material respect any lawful and
reasonable directive of the Board, which is not remedied within 30 days
after receipt of written notice from the Company specifying such
failure; (iii) the Executive's commission at any time of any act or
omission that results in, or may reasonably be expected to result in, a
conviction, plea of no contest, or imposition of unadjudicated
probation for any felony (or any other crime involving fraud,
embezzlement, material misconduct or misappropriation having a material
adverse impact on the Company); (iv) the Executive's unlawful use
(including being under the influence) or possession of illegal drugs on
the Company's premises or while performing the Executive's duties and
responsibilities; or (v) the Executive's willful commission at any time
of any act of fraud, embezzlement, misappropriation, misconduct, or
breach of
fiduciary duty against the Company (or any predecessor thereto or