Coach 2002 Annual Report Download - page 138

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13
not vested or exercisable as of the Date of Termination shall thereupon
be forfeited and, except as set forth in Section 7(a), 7(f), 8 and 13,
the Company shall have no further obligations to the Executive.
(f) Survival. The expiration or termination of
the Term shall not impair the rights or obligations of any party hereto
which shall have accrued hereunder prior to such expiration or
termination.
(g) No Mitigation. The Executive shall have no
obligation to mitigate any payments due hereunder. Any amounts earned
by the Executive from other employment shall not offset amounts due
hereunder, except as provided in this Section 7.
8. Parachute Payments.
(a) If it is determined by a nationally
recognized United States public accounting firm selected by the Company
and approved in writing by the Executive (which approval shall not be
unreasonably withheld) (the "Auditors") that any payment or benefit
made or provided to the Executive in connection with this Agreement or
otherwise (including without limitation any Option or RSU vesting)
(collectively, a "Payment"), would be subject to the excise tax imposed
by Section 4999 of the Code (the "Parachute Tax"), then the Company
shall pay to the Executive, prior to the time the Parachute Tax is
payable with respect to such Payment, an additional payment (a
"Gross-Up Payment") in an amount such that, after payment by the
Executive of all taxes (including any Parachute Tax) imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up
Payment equal to the Parachute Tax imposed upon the Payment. The amount
of any Gross-Up Payment shall be determined by the Auditors, subject to
adjustment, as necessary, as a result of any Internal Revenue Service
position. For purposes of making the calculations required by this
Agreement, the Auditors may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable,
good faith interpretations concerning the application of Sections 280G
and 4999 of the Code, provided that the Auditors' determinations must
be made with substantial authority (within the meaning of Section 6662
of the Code).
(b) The federal tax returns filed by the
Executive (and any filing made by a consolidated tax group which
includes the Company) shall be prepared and filed on a basis consistent
with the determination of the Auditors with respect to the Parachute
Tax payable by the Executive. The Executive shall make proper payment
of the amount of any Parachute Tax, and at the request of the Company,
provide to the Company true and correct copies (with any amendments) of
his federal income tax return as filed with the Internal Revenue
Service, and such other documents reasonably requested by the Company,
evidencing such payment. If, after the Company's payment to the
Executive of the Gross-Up Payment, the Auditors determine in good faith
that the amount of the Gross-Up Payment should be reduced or increased,
or such determination is made by the Internal Revenue Service, then
within ten business days of such determination, the Executive shall pay
to the Company the amount of any such reduction, or the Company shall
pay to the Executive the amount of any such increase; provided,
however, that in no event shall the Executive have any such refund
obligation if it is determined by the
14