Coach 2002 Annual Report Download - page 128

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not more than 20 entities (which term "entities" shall include any
subsidiaries, parent entities and other Affiliates thereof) shall be
designated as Competitive Businesses at one time and (ii) such entities
are the same 20 entities used for any list of competitive entities for
any other arrangement with an executive of the Company; and, provided
further, that the Committee may change its designation of Competitive
Businesses at any time that is not less than 90 days prior to the
Executive's termination of employment upon written notice thereof to
the Executive (and any such change within the 90 day period immediately
preceding the Executive's termination of employment shall not be
effective). The list of Competitive Businesses in effect as of the
Effective Date (which the parties acknowledge and agree may be changed
by the Committee in accordance with the terms of the immediately
preceding sentence) shall be communicated by the Company to the
Executive as soon as reasonably practicable following the Effective
Date.
(l) "Continuing Director" means (i) any member
of the Board (other than an employee of the Company) as of the
Effective Date or (ii) any person who subsequently becomes a member of
the Board (other than an employee of the Company) whose election or
nomination for election to the Board is recommended by a majority of
the Continuing Directors.
(m) "Contract Year" shall mean (i) the period
beginning on June 1, 2003 and ending on June 30, 2004 and (ii) each
twelve month period beginning on July 1, 2004 or any anniversary
thereof.
(n) "Date of Termination" shall mean (i) if the
Executive's employment is terminated by his death, the date of his
death and (ii) if the Executive's employment is terminated pursuant to
Section 6(a)(ii) - (vi), the date specified in the Notice of
Termination (or if no such date is specified, the last day of the
Executive's active employment with the Company).
(o) "Disability" shall mean any mental or
physical illness, condition, disability or incapacity which:
(i) Prevents the Executive from
discharging substantially all of his essential job
responsibilities and employment duties;
(ii) Shall be attested to in writing by
a physician or a group of physicians selected by the Executive
and acceptable to the Company; and
(iii) Has prevented the Executive from so
discharging his duties for any 180 days in any 365 day period.
3
A Disability shall be deemed to have occurred on the 180th day in any
such 365 day period.
(p) "Executive" shall have the meaning set forth
in the preamble hereto.
(q) "Extension Term" shall have the meaning set
forth in Section 2.
(r) "Financial Gain" with respect to any
specified period of time shall mean the sum of all (i) Retention
Bonuses paid to Executive during such period; (ii) Retention Option
Gains realized by the Executive during such period and (iii) Retention
RSU Gains realized by the Executive during such period.