Coach 2002 Annual Report Download - page 80

exercised over the Fair Market Value on the grant date of the SAR, as set forth
in the Award agreement, except that if an SAR is granted retroactively in
substitution for an Option, the designated Fair Market Value in the Award
agreement may be the Fair Market Value on the grant date of the Option.
(iii) STOCK AWARDS - A Stock Award shall represent
an Award made in or valued in whole or in part by reference to Shares, such as
performance shares or units or phantom shares or units. Stock Awards may be
payable in whole or in part in Shares. All or part of any Stock Award may be
subject to conditions and restrictions established by the Committee and set
forth in the Award agreement or other plan or document, which may include, but
are not limited to, continuous service with the Company and/or the achievement
of one or more performance goals. The performance criteria that may be used by
the Committee in granting Stock Awards contingent on performance goals shall
consist of total stockholder return, appreciation in the fair market value of
the Company's stock, net sales growth, net revenue, EBITDA, gross margin, cost
reductions or savings, funds from operations, operating income, income before
income taxes, net income, income per share (basic or diluted), earnings per
share (basic or diluted) profitability as measured by return ratios, including
return on invested capital, return on equity, return on sales and return on
investment, cash flows, market share or cost reduction goals. The Committee may
select one criterion or multiple criteria for measuring
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performance, and the measurement may be based on Company or business unit
performance, or based on comparative performance with other companies.
ARTICLE VII - DIVIDENDS AND DIVIDEND EQUIVALENTS
The Committee may provide that any Awards under the Plan earn dividends
or dividend equivalents. Such dividends or dividend equivalents may be paid
currently or may be credited to a Participant's account under a deferred
compensation plan maintained by the Company (to the extent permitted under such
deferred compensation plan). Any crediting of dividends or dividend equivalents
may be subject to such restrictions and conditions as the Committee may
establish, including reinvestment in additional Shares or Share equivalents.
ARTICLE VIII - PAYMENTS AND PAYMENT DEFERRALS
Payment of Awards may be in the form of cash, Shares, other Awards or
combinations thereof as the Committee shall determine, and with such
restrictions as it may impose. The Committee, either at the time of grant or by
subsequent amendment, may require or permit Participants to elect to defer the
issuance of Shares or the settlement of Awards in cash under such rules and
procedures as it may establish. It also may provide that deferred settlements
include the payment or crediting of interest on the deferral amounts, or the
payment or crediting of dividend equivalents where the deferral amounts are
denominated in Share equivalents.
ARTICLE IX - TRANSFERABILITY
Unless otherwise specified in an Award agreement, Awards shall not be
transferable or assignable other than by will or the laws of descent and
distribution or pursuant to beneficiary designation procedures approved by the
Company. The interests of Participants under the Plan are not subject to their
debts or other obligations and, except as may be required by the tax withholding
provisions of the Code or any state's income tax act, or pursuant to an
agreement between a Participant and the Company, may not be voluntarily sold,
transferred, alienated, assigned or encumbered.
ARTICLE X - CHANGE OF CONTROL
Immediately prior to any Change of Control (as defined below) all
Options and SARs previously granted to any Participant shall become fully vested
and exercisable and all restrictions with respect to any Stock Awards previously