Coach 2002 Annual Report Download - page 122

which may be available at law or in equity (or pursuant to Section 11 of this
Agreement or under any other agreement between the Company and the Executive),
the other party will be entitled to specific performance and injunctive relief.
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11. Claw-Backs
(a) In the event that the Executive violates any
of the covenants set forth in Section 9(a) or 9(b) or materially
violates any of the covenants set forth in Section 9(c), 9(e) or 9(f),
the Executive shall, in addition to any other remedy which may be
available (i) at law or in equity, (ii) pursuant to Section 10 or (iii)
pursuant to any applicable Option or RSU agreement, be required to pay
to the Company an amount equal to all Financial Gain that the Executive
has received during the 24-month period immediately preceding (or at
any time after) the date that the Executive first breaches such
covenant. In addition, all Retention Options that have not been
exercised prior to the date that the Executive violates any of the
covenants set forth in Section 9(a) or 9(b), or materially violates any
of the covenants set forth in Section 9(c), 9(e), or 9(f) and all
Retention RSUs that have not become vested prior to the date of such
breach shall thereupon be forfeited.
(b) If at any time during the Term the Executive
willfully commits any act of fraud, embezzlement, misappropriation,
material misconduct, or breach of fiduciary duty against the Company
(or any predecessor thereto or successor thereof) having a material
adverse impact on the Company, then (in addition to any remedy which
may be available under any applicable Option or RSU agreement) the
Executive shall be required to pay to the Company an amount equal to
all Financial Gain that the Executive has received at any time
following the date of such act. The Executive shall not be required to
make any payments of Financial Gain pursuant to this Section 11(b) to
the extent the Executive makes payments of such Financial Gain in
connection with the same act pursuant to Section 11(a).
12. Purchases and Sales of the Company's Securities. The
Executive agrees to use his reasonable best efforts to comply in all respects
with the Company's applicable written policies regarding the purchase and sale
of the Company's securities by employees, as such written policies may be
amended from time to time and disclosed to the Executive. In particular, and
without limitation, the Executive agrees that he shall not purchase or sell
Company securities (a) at any time that he possesses material non-public
information about the Company or any of its businesses; and (b) while an
employee during any "trading blackout period" as may be determined by the
Company and set forth in the Company's applicable written policies from time to
time.
13. Indemnification. The Executive shall be entitled to
indemnification set forth in the Company's Charter to the maximum extent allowed
under the laws of the State of Maryland, and he shall be entitled to the
protection of any insurance policies the Company may elect to maintain generally
for the benefit of its directors and officers against all costs, charges and
expenses incurred or sustained by him in connection with any action, suit or
proceeding to which he may be made a party by reason of his being or having been
a director, officer or employee of the Company or any of its subsidiaries or his
serving or having served any other enterprise or benefit plan as a director,
officer, employee or fiduciary at the request of the Company (other than any
dispute, claim or controversy arising under or relating to this Agreement).
Notwithstanding anything to the contrary herein, the Executive's rights under
this
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