Coach 2002 Annual Report Download - page 108
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successor thereof) having a material adverse impact on the Company.
(f) "Change in Control" shall occur when:
(i) A Person (which term, when used in
this Section 1(f), shall not include the Company, any
underwriter temporarily holding securities pursuant to an
offering of such securities, any trustee or other fiduciary
holding securities under an employee benefit plan of the
Company, or any Company owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of Voting Stock of the Company)
is or becomes, without the prior consent of a majority of the
Continuing Directors, the beneficial owner (as defined in Rule
13d-3 promulgated under the Securities Exchange Act of 1934,
as amended), directly or indirectly, of Voting Stock
representing, without the prior written consent of a majority
of the Continuing Directors twenty percent (20%) (or, even
with such prior consent, thirty-five percent (35%)) or more of
the combined voting power of the Company's then outstanding
securities; or
(ii) The Company consummates a
reorganization, merger or consolidation of the Company (which
prior to the date of such consummation has been approved by
the Company's stockholders) or the Company sells, or otherwise
disposes of, all or substantially all of the Company's
property and assets (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 the
Company's stockholders approve a liquidation or dissolution of
the Company; 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.
(g) "Code" shall mean the Internal Revenue Code
of 1986, as amended.
(h) "Committee" shall mean the Human Resources
and Corporate Governance Committee of the Board.
(i) "Common Stock" shall mean the $.01 par value
common stock of the Company.
2
(j) "Company" shall, except as otherwise
provided in Section 9, have the meaning set forth in the preamble
hereto.