Coach 2002 Annual Report Download - page 116

accrued, vested benefits under the Company's benefit plans and programs
as provided therein. The Executive shall be entitled to the cash
severance payments described below only as set forth herein and the
provisions of this Section 7 shall supersede in their entirety any
severance payment provisions in any severance plan, policy, program or
arrangement maintained by the Company.
(b) Terminations without Cause or for Good
Reason. Except as otherwise provided by Section 7(c) with respect to
certain terminations of employment in connection with a Change in
Control, if the Executive's employment shall terminate without Cause
(pursuant to Section 6(a)(v)), or for Good Reason (pursuant to Section
6(a)(iv)), the Company shall (subject to the Executive's entering into
a Separation and Release Agreement with the Company in substantially
the form attached hereto as Exhibit C (the "Release")):
(i) Pay to the Executive an amount
equal to the product of (A) the sum of his then current (i)
Annual Base Salary and (ii) Target Bonus for the year of
termination, and (B) two; payable in equal monthly
installments during the period beginning on the Date of
Termination and ending on the second anniversary thereof;
provided, however, that no amount shall be payable pursuant to
this Section 7(b)(i) on or following the date the Executive
first (i) violates any of the covenants set forth in Section
9(a) or 9(b), or (ii) materially violates any of the covenants
set forth in Section 9(c), 9(e) or 9(f);
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(ii) Continue to provide the Executive
with all health and welfare benefits and perquisites which he
was participating in or receiving as of the Date of
Termination until the earlier of (A) the second anniversary of
the Date of Termination or (B) the date the Executive first
(i) violates any of the covenants set forth in Section 9(a) or
9(b), or (ii) materially violates any of the covenants set
forth in Section 9(c), 9(e) or 9(f). If such benefits cannot
be provided under the Company's programs, such benefits and
perquisites will be provided on an individual basis to the
Executive such that his after-tax costs will be no greater
than the costs for such benefits and perquisites under the
Company's programs;
(iii) Notwithstanding any provision to
the contrary in any Option or RSU agreement, cause all (A)
Retention RSUs and Retention Options not vested or exercisable
as of the Date of Termination to remain or become vested and
remain exercisable in accordance with the terms and conditions
of the applicable Retention Option or Retention RSU agreement
and (B) except as otherwise provided by Section 7(f) with
respect to certain terminations of employment due to the
Executive's Retirement, Options and RSUs (other than the
Retention Options and the Retention RSUs) then held by the
Executive to continue to become vested and exercisable in
accordance with their terms as if the Executive had remained
employed by the Company until the second anniversary of the
Date of Termination (and all Options and RSUs (other than the
Retention Options and the Retention RSUs) that do not become
vested and exercisable on or prior to the second anniversary
of the Date of Termination shall thereupon be forfeited);
(iv) Pay to the Executive a Pro-Rata
Bonus, as defined in Section 7(d), when bonuses are paid for
the year of termination based on actual results and the