Coach 2002 Annual Report Download - page 137

Download and view the complete annual report

Please find page 137 of the 2002 Coach annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 167

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167

payable at such time as such Retention Bonus would otherwise
have been paid to the Executive had the Executive remained
employed through the applicable payment date; provided,
12
however, that no amount shall be payable pursuant to this
Section 7(c)(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);
(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 first 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 Options
(including without limitation the Retention Options), RSUs
(including without limitation the Retention RSUs) and other
equity based compensation awards then held by the Executive to
become fully vested and exercisable with respect to all shares
subject thereto, effective immediately prior to the Date of
Termination and all Options shall remain exercisable for the
remainder of the 10 year term;
(iv) Pay Executive a Pro-Rata Bonus, as
defined in Section 7(d), within 10 days following the date of
such termination.
(d) Termination by Reason of Disability or
Death. If the Executive's employment shall terminate by reason of his
Disability (pursuant to Section 6(a)(ii)) or death (pursuant to Section
6(a)(i)), then (i) the Company shall pay to the Executive (or
Executive's designated beneficiary or, if none, his estate) a pro-rated
amount of the Executive's Target Bonus for the Contract Year in which
the Date of Termination occurs (the "Pro-Rata Bonus"); (ii) all
Retention Options and Retention RSUs not vested or exercisable as of
the Date of Termination shall thereupon be forfeited; provided, that in
the alternative the Committee may, in its sole discretion, cause all or
any portion of any Retention Options or Retention RSUs then held by the
Executive to become vested and exercisable effective as of the Date of
Termination; and (iii) all Options and RSUs (other than Retention
Options and the Retention RSUs) then held by the Executive shall be or
become vested and shall remain exercisable in accordance with the terms
of the applicable Option or RSU agreement.
(e) Termination for Cause or without Good
Reason. If the Executive's employment shall terminate by reason of his
voluntary resignation without Good Reason (pursuant to Section
6(a)(vi)) or by the Company for Cause (pursuant to Section 6(a)(iii)),
then (i) notwithstanding any provision to the contrary in any Option or
RSU agreement, all Retention RSUs and Retention Options not vested or
exercisable as of the Date of Termination shall thereupon be forfeited
and (ii) all Options and RSUs (other than the Retention Options and the
Retention RSUs) or other equity based compensation awards