Coach 2002 Annual Report Download - page 133

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become exercisable following the Executive's termination of
employment for any reason. In the event of the Executive's
termination of employment for any reason other than for Cause,
the Retention Options to the extent then exercisable shall
remain exercisable until the earlier of (x) the date provided
in the Retention Stock Option Agreement or (y) July 1, 2013.
The Company and the Executive acknowledge and agree that the
Retention Options shall not provide for the grant of any
"Restoration Options" as defined in the Stock Incentive Plan.
(f) Restricted Stock Units
(i) During the Term, the Executive
shall be eligible to be awarded Restricted Stock
Units ("RSUs") and other equity compensation awards
pursuant to the Stock Incentive Plan (or any other
equity based compensation plan that may be adopted by
the Company from time to time), at such time(s) and
in such amount(s) as may be determined by the
Committee in its sole discretion.
(ii) In addition to any RSUs awarded in
accordance with subsection (i), as of July 1, 2003
the Executive shall be awarded that number of RSUs
that have a projected aggregate value as of July 1,
2008 equal to $3,000,000
8
(assuming the market value per share of Common Stock
is exactly $30 greater on July 1, 2008 than on July
1, 2003) (the "Retention RSUs"), pursuant to the
terms and conditions of the Stock Incentive Plan and
a written Retention RSU Agreement to be entered into
by and between the Company and Executive as of the
date hereof in substantially the form attached hereto
as Exhibit B (the "Retention RSU Agreement"). The
Retention RSUs shall become vested with respect to
(A) 25% of the Retention RSUs on July 1, 2006; (B)
25% of the Retention RSUs on July 1, 2007; and (C)
with respect to 50% of RSUs on July 1, 2008;
provided, that, except as otherwise provided in
Section 7 or in the Retention RSU Agreement, no
Retention RSUs not then vested shall become vested
following the Executive's termination of employment.
For a period of not less than one year following the
date any Retention RSUs first become vested, the
Executive shall retain (and shall not sell or
otherwise transfer) at least 50% of the net after-tax
shares of Common Stock received by the Executive upon
the vesting of the Retention RSUs.
(g) Benefits. The Executive shall be entitled to
receive such benefits and to participate in such employee group benefit
plans, including life, health and disability insurance policies, as are
generally provided by the Company to its senior executives in
accordance with the plans, practices and programs of the Company.
(h) Expenses. The Company shall reimburse the
Executive for all reasonable and necessary expenses incurred by the
Executive in connection with the performance of the Executive's duties
as an employee of the Company. Such reimbursement is subject to the
submission to the Company by the Executive of appropriate documentation
and/or vouchers in accordance with the customary procedures of the
Company for expense reimbursement, as such procedures may be revised by
the Company from time to time.