Coach 2002 Annual Report Download - page 112

shall devote all necessary business time and attention, and employ his
reasonable best efforts, toward the fulfillment and execution of all assigned
duties, and the satisfaction of defined annual and/or longer-term performance
criteria. Notwithstanding the foregoing, the Executive may manage his personal
investments, be involved in charitable and professional activities (including
serving on charitable and professional boards), and, with the consent of the
Board, serve on for profit boards of directors and advisory committees so long
as such service does not materially interfere with Executive's obligations
hereunder or violate Section 9 hereof.
4. Place of Performance. In connection with his
employment during the Term, the Executive shall be based at the Company's
offices in New York, New York, except for necessary travel on the Company's
business.
5. Compensation and Related Matters
(a) Annual Base Salary. At the commencement of
the Term, the Executive shall receive a base salary at a rate of
$811,000 per annum (the "Annual Base Salary"), paid in accordance with
the Company's general payroll practices for executives, but no less
frequently than monthly. No less frequently than annually during the
Term, the Board and the Committee shall review the rate of Annual Base
Salary payable to the Executive, and may, in their discretion, increase
the rate of Annual Base Salary payable hereunder; provided, however,
that any increased rate shall thereafter be the rate of "Annual Base
Salary" hereunder.
(b) Bonus. Except as otherwise provided for
herein, with respect to each Contract Year on which the Executive is
employed hereunder on the last day, the Executive shall be eligible to
receive a bonus (the "Bonus"), as determined pursuant to the Coach,
Inc. Performance-Based Annual Incentive Plan or another "qualified
performance-based compensation" bonus plan that has been approved by
the stockholders of the Company in accordance with the provisions for
such approval under Code Section 162(m) and the regulations promulgated
thereunder (collectively, the "Bonus Plan"), and on the basis of the
Executive's or the Company's attainment of objective financial or other
operating criteria established by the Committee in its sole discretion
and in accordance with Code Section 162(m) and the regulations
promulgated thereunder. With respect to each Contract Year (i) the
Executive shall be eligible to receive a maximum Bonus (the "Maximum
Bonus") in an amount equal to at least 150% of his Annual Base Salary
and (ii) the Executive's target-level Bonus (the "Target Bonus") shall
be equal to 75% of the amount of the Maximum Bonus. In addition, the
Executive shall be eligible to participate in any other bonus plan or
program that may be established by the Committee and that covers the
Executive (even if such plan or program does not provide for qualified
performance-based bonuses within the meaning of Code Section 162(m)).
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(c) Stock Options
(i) During the Term, the Executive
shall be eligible to be granted Options at such time(s) and in
such amount(s) as may be determined by the Committee in its
sole discretion; provided, that the Executive shall be granted
such Options in accordance with the Company's customary past
practice unless the Committee determines in its good faith
discretion that the amount or timing of such Option grants
shall be revised based upon the Executive's performance.
(ii) In addition to any Options granted
in accordance with subsection (i), as of July 1, 2003 the