Coach 2002 Annual Report Download - page 115

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specifics of the grounds for Cause termination being alleged)
at which the Executive has been given an opportunity to appear
with counsel, terminate the Executive's employment hereunder
for Cause; provided, however, that, notwithstanding the
foregoing, if (A) the Board terminates the Executive's
employment for Cause pursuant to Section 1(e)(iii) and (B) the
Executive (i) is not indicted for, or otherwise charged by any
court or other governmental or regulatory authority with, any
felony or any other crime involving fraud, embezzlement,
material misconduct or misappropriation having a material
adverse impact on the Company (which felony or other crime was
the reason for such termination) within 18 months following
the date of his termination of employment, or (ii) is not
convicted of, does not plea no contest to, and does not
receive unadjudicated probation for, any felony (or any other
crime involving fraud, embezzlement, material misconduct or
misappropriation having a material adverse impact on the
Company) (which felony or other crime was the reason for such
termination), then the Executive's termination of employment
will be deemed to be without Cause and the Executive shall
retroactively be eligible for severance payments to the extent
provided by Section 7(b).
(iv) Good Reason. The Executive may
terminate his employment for Good Reason (whether or not due
to his Retirement).
(v) Without Cause. The Company may
terminate the Executive's employment hereunder without Cause.
A notice by the Company of non-extension of the Term shall be
treated as a termination without Cause as of the last day of
the Term.
9
(vi) Resignation without Good Reason.
The Executive may resign his employment without Good Reason
(whether or not due to his Retirement) upon 180 days written
notice to the Company.
(b) Notice of Termination. Any termination of
the Executive's employment by the Company or by the Executive under
this Section 6 (other than termination pursuant to paragraph (a)(i))
shall be communicated by a written notice to the other party hereto
indicating the specific termination provision in this Agreement relied
upon, setting forth in reasonable detail any facts and circumstances
claimed to provide a basis for termination of the Executive's
employment under the provision so indicated, and specifying a Date of
Termination which, except in the case of termination for Cause or
Disability, shall be at least thirty days (or such longer period
provided by Section 6(a)(vi)) following the date of such notice (a
"Notice of Termination"); provided, the Company may pay out such notice
period instead of employing the Executive.
7. Severance Payments and Benefits
(a) Termination for any Reason. In the event the
Executive's employment with the Company is terminated for any reason,
the Company shall pay the Executive (or his beneficiary in the event of
his death) any unpaid Annual Base Salary that has accrued as of the
Date of Termination, any unreimbursed expenses due to the Executive and
an amount for any accrued but unused vacation days and any earned but
unpaid bonus for any fiscal year of the Company completed prior to the
date of such termination. The Executive shall also be entitled to