Coach 2002 Annual Report Download - page 155

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11
(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 18 month 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 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) except as otherwise provided by Section 7(f) with respect to
certain terminations of employment due to the Executive's Retirement,
all Options and RSUs (other than the Retention Options and the
Retention RSUs) or other equity based compensation awards not vested or
exercisable as of the Date of Termination shall thereupon be forfeited
and, except as set forth in Section 7(a), the Company shall have no
further obligations to the Executive.
12