Coach 2002 Annual Report Download - page 76

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Exhibit 10.10
COACH, INC.
2000 STOCK INCENTIVE PLAN
(Amended and Restated as of August 6, 2003)
The Coach, Inc. 2000 Stock Incentive Plan was originally approved by
the Board of Directors of Coach, Inc. on June 23, 2000 and was originally
approved by the stockholders of Coach, Inc. on June 29, 2000. In furtherance of
the purposes of said plan and in order to amend said plan in certain respects,
the plan has been amended and restated in its entirety, effective as of August
6, 2003. This amendment and restatement constitutes a complete amendment,
restatement and continuation of the Coach, Inc. 2000 Stock Incentive Plan.
ARTICLE I - PURPOSES
The purposes of the Coach, Inc. 2000 Stock Incentive Plan are to
promote the interests of the Company and its stockholders by strengthening the
Company's ability to attract and retain highly competent officers and employees,
and to provide a means to encourage stock ownership and proprietary interest in
the Company. The Stock Incentive Plan is intended to provide Plan participants
with stock-based incentive compensation which is not subject to the deduction
limitation rules prescribed under Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), and, when applicable should be construed to the
extent possible as providing for remuneration which is "performance-based
compensation" within the meaning of Section 162(m) of the Code and the
regulations promulgated thereunder.
ARTICLE II - DEFINITIONS
Unless the context clearly indicates otherwise, the following terms
shall have the following meanings:
(a) "AWARD" means, individually or in the aggregate, an award
granted to a Participant under the Plan in the form of an Option, a Stock Award,
or an SAR, or any combination of the foregoing.
(b) "BOARD" means the Board of Directors of Coach, Inc.
(c) "CHANGE OF CONTROL" has the meaning set forth in Article X.
(d) "COMMITTEE" means the Compensation and Employee Benefits
Committee of the Board, a subcommittee thereof, or such other committee as may
be appointed by the Board. The Committee shall be comprised of three (3) or more
members of the Board, each of whom is both a "non-employee director" under Rule
16b-3 of the Exchange Act and an "outside director" under Section 162(m) of the
Code.
(e) "COMPANY" means Coach, Inc., a Maryland corporation, or any
entity that is directly or indirectly controlled by Coach, Inc. and its
subsidiaries.
(f) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(g) "FAIR MARKET VALUE" means the average of the highest and
lowest sale prices of a Share on the New York Stock Exchange Composite
Transactions Tape on the date of determination, provided that if there should be
no sales of Shares reported on such date, the Fair Market Value of a Share on
such date shall be the average of the highest and lowest sale prices of a Share
on such Composite Tape for the last preceding date on which sales of Shares were
reported and, provided further, that the Fair Market Value of Shares on the date
on which the Company first issues Shares to the public that are required to be
registered under the Exchange Act (the "IPO") shall be the initial offering