Coach 2002 Annual Report Download - page 161

with a copy to: Latham & Watkins LLP
885 Third Avenue, Suite 1000
New York, NY 10022
Attn: Jed W. Brickner
If to the Executive: to him at the most recent address in
the Company's records.
Either party may change the address to which notices, requests, demands and
other communications to such party shall be delivered personally or mailed by
giving written notice to the other party in the manner described above.
16. Legal Fees. The Company shall pay the Executive's
reasonable attorneys' fees and disbursements incurred by him in connection with
the negotiation of this Agreement.
17. Binding Effect. This Agreement shall be for the
benefit of and binding upon the parties hereto and their respective heirs,
personal representatives, legal representatives, successors and, where
applicable, assigns.
18. Entire Agreement. This Agreement constitutes the
entire agreement between the parties with respect to the subject matter
described in this Agreement and supersedes all prior agreements, understandings
and arrangements, both oral and written, between the parties with respect to
such subject matter; provided, however, that any written agreements between the
Executive and the Company concerning Options, RSUs or any other equity
compensation awards shall remain in full force and effect in accordance with
their terms. This Agreement may not be modified, amended, altered or rescinded
in any manner, except by written instrument signed by
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both of the parties hereto; provided, however, that the waiver by either party
of a breach or compliance with any provision of this Agreement shall not operate
nor be construed as a waiver of any subsequent breach or compliance.
19. Severability. In case any one or more of the
provisions of this Agreement shall be held by any court of competent
jurisdiction or any arbitrator selected in accordance with the terms hereof to
be illegal, invalid or unenforceable in any respect, such provision shall have
no force and effect, but such holding shall not affect the legality, validity or
enforceability of any other provision of this Agreement.
20. Dispute Resolution and Arbitration. In the event that
any dispute arises between the Company and the Executive regarding or relating
to this Agreement and/or any aspect of the Executive's employment relationship
with the Company, AND IN LIEU OF LITIGATION AND A TRIAL BY JURY, the parties
consent to resolve such dispute through mandatory arbitration under the
Commercial Rules of the American Arbitration Association ("AAA"), before a
single arbitrator in New York, New York. The parties hereby consent to the entry
of judgment upon award rendered by the arbitrator in any court of competent
jurisdiction. Notwithstanding the foregoing, however, should adequate grounds
exist for seeking immediate injunctive or immediate equitable relief, any party
may seek and obtain such relief. The parties hereby consent to the exclusive
jurisdiction in the state and Federal courts of or in the State of New York for
purposes of seeking such injunctive or equitable relief as set forth above. Any
and all out-of-pocket costs and expenses incurred by the parties in connection
with such arbitration (including attorneys' fees) shall be allocated by the
arbitrator in substantial conformance with his or her decision on the merits of
the arbitration.
21. Choice of Law. The Executive and the Company intend
and hereby acknowledge that jurisdiction over disputes with regard to this
Agreement, and over all aspects of the relationship between the parties hereto,