Coach 2002 Annual Report Download - page 149

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(B) the exercise price per share of Common Stock subject to such
Retention Options.
(cc) "Retention Options" shall have the meaning
set forth in Section 5(c).
(dd) "Retention RSU Gain" with respect to any
specified period of time shall mean the product of (i) the number of
shares of Common Stock subject to Retention RSUs that first become
vested during such period and (ii) the fair market value per share of
Common Stock as of the date such Retention RSUs first become vested.
(ee) "Retention RSUs" shall have the meaning set
forth in Section 5(d).
(ff) "Stock Incentive Plan" shall mean the
Company's 2000 Stock Incentive Plan, as amended from time to time.
(gg) "Target Bonus" shall have the meaning set
forth in Section 5(b).
(hh) "Term" shall have the meaning set forth in
Section 2.
(ii) "Voting Stock" means all capital stock of
the Company which by its terms may be voted on all matters submitted to
stockholders of the Company generally.
2. Employment. The Company shall employ the Executive
and the Executive shall continue in the employ of the Company, for the period
set forth in this Section 2, in the positions set forth in the first sentence of
Section 3 and upon the other terms and conditions herein provided. The initial
term of employment under this Agreement (the "Initial Term") shall be for the
period beginning on the Effective Date and ending on July 1, 2008, unless
earlier terminated as provided in Section 6. The Initial Term shall
automatically be extended for successive one-year periods (each, an "Extension
Term") unless either party hereto gives written notice of non-extension to the
other no later than 90 days prior to the scheduled
5
expiration of the Initial Term or the then applicable Extension Term (the
Initial Term and any Extension Term shall be collectively referred to hereunder
as the "Term").
3. Position and Duties. The Executive shall serve as
President and Chief Operating Officer of the Company, reporting to the Company's
Chief Executive Officer, with such responsibilities, duties and authority as are
customary for such role. The Executive shall also be nominated for a seat on the
Board (unless the Board determines in its reasonable discretion that such Board
membership is not advisable due to any applicable law, rule or regulation). The
Executive shall devote all necessary business time and attention, and employ his
reasonable best efforts, toward the fulfillment and execution of all assigned
duties, and the satisfaction of defined annual and/or longer-term performance
criteria. Notwithstanding the foregoing, the Executive may manage his personal
investments, be involved in charitable and professional activities (including
serving on charitable and professional boards), and, with the consent of the
Company's Chief Executive Officer, serve on for profit boards of directors and
advisory committees so long as such service does not materially interfere with
Executive's obligations hereunder or violate Section 9 hereof.
4. Place of Performance. In connection with his
employment during the Term, the Executive shall be based at the Company's
offices in New York, New York, except for necessary travel on the Company's
business.