Coach 2002 Annual Report Download - page 159

property of any kind (other than in his capacity as an officer of the
Company) which (i) were earlier communicated to the Executive in
confidence by any third party as proprietary information, or (ii) the
Executive knows or has reason to know is the proprietary information of
any third party. Further, the Executive shall adhere to and comply with
the Company's Global Business Integrity Program Guide. All Intellectual
Property created or assembled in connection with the Executive's
employment hereunder shall be the permanent and exclusive property of
the Company. The Company and the Executive mutually agree that all
Intellectual Property and work product created in connection with this
agreement, which is subject to copyright, shall be deemed to be "work
made for hire," and that all rights to copyrights shall be vested in
the Company. If for any reason the Company cannot be deemed to have
commissioned "work made for hire," and its rights to copyright are
thereby in doubt, then the Executive agrees not to claim to be the
proprietor of the work prepared for the Company, and to irrevocably
assign to the Company, at the Company's expense, all rights in the
copyright of the work prepared for the Company.
(g) As used in this Section 9, the term
"Company" shall include the Company and any of its Affiliates or direct
or indirect subsidiaries.
(h) The Company and the Executive expressly
acknowledge and agree that the agreements and covenants contained in
this Section 9 are reasonable. In the event, however, that any
agreement or covenant contained in this Section 9 shall be determined
by any court of competent jurisdiction to be unenforceable by reason of
its extending for too great a period of time or over too great a
geographical area or by reason of its being too extensive in any other
respect, it will be interpreted to extend only over the maximum period
of time for which it may be enforceable, and/or over the maximum
geographical area as to which it may be enforceable and/or to the
maximum extent in all other respects as to which it may be enforceable,
all as determined by such court in such action.
10. Specific Performance. It is recognized and
acknowledged by the Executive that a breach of the covenants contained in
Section 9 will cause irreparable damage to the Company and its goodwill (or to
the Executive, as the case may be), the exact amount of which will be difficult
or impossible to ascertain, and that the remedies at law for any such breach
will be inadequate. Accordingly, the parties agree that in the event a party
breaches any covenant contained in Section 9, in addition to any other remedy
which may be available at law or in equity (or pursuant to Section 11 of this
Agreement or under any other agreement between
16
the Company and the Executive), the other party will be entitled to specific
performance and injunctive relief.
11. Claw-Backs
(a) In the event that the Executive violates any
of the covenants set forth in Section 9(a) or 9(b) or materially
violates any of the covenants set forth in Section 9(c), 9(e) or 9(f),
the Executive shall, in addition to any other remedy which may be
available (i) at law or in equity, (ii) pursuant to Section 10 or (iii)
pursuant to any applicable Option or RSU agreement, be required to pay
to the Company an amount equal to all Financial Gain that the Executive
has received during the 18 month period immediately preceding (or at
any time after) the date that the Executive first breaches such
covenant. In addition, all Retention Options that have not been
exercised prior to the date that the Executive violates any of the
covenants set forth in Section 9(a) or 9(b), or materially violates any
of the covenants set forth in Section 9(c), 9(e), or 9(f) and all