Coach 2002 Annual Report Download - page 81

granted to any Participant shall lapse. The phrase "immediately prior to any
Change of Control" shall be understood to mean sufficiently in advance of a
Change of Control to permit Participants to take all steps reasonably necessary
to exercise all Options and SARs and to deal with the Shares underlying all
Stock Awards so that all Awards and Shares issuable with respect thereto may be
treated in the same manner as the shares of stock of other shareholders in
connection with the Change of Control.
A "Change of Control" shall occur when:
(a) A "Person" (which term, when used in this
Article X, shall have the meaning it has when it is used in Section 13(d) of the
Exchange Act, but shall not include the Company, any underwriter temporarily
holding securities pursuant to an offering of such
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securities, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, or any corporation owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as
their ownership of Voting Stock (as defined below) of the Company) is or
becomes, without the prior consent of a majority of the Continuing Directors (as
defined below), the Beneficial Owner (as defined in Rule 13d-3 promulgated under
the Exchange Act), directly or indirectly, of Voting Stock (as defined below)
representing twenty percent (20%) (or, even with such prior consent, thirty-five
percent (35%)) or more of the combined voting power of the Company's then
outstanding securities; or
(b) The stockholders of the Company approve and
the Company consummates a reorganization, merger or consolidation of the Company
or the Company sells, or otherwise disposes of, all or substantially all of the
Company's property and assets, or the Company liquidates or dissolves (other
than a reorganization, merger, consolidation or sale which would result in all
or substantially all of the beneficial owners of the Voting Stock of the Company
outstanding immediately prior thereto continuing to beneficially own, directly
or indirectly (either by remaining outstanding or by being converted into voting
securities of the resulting entity), more than fifty percent (50%) of the
combined voting power of the voting securities of the Company or such entity
resulting from the transaction (including, without limitation, an entity which
as a result of such transaction owns the Company or all or substantially all of
the Company's property or assets, directly or indirectly) outstanding
immediately after such transaction in substantially the same proportions
relative to each other as their ownership immediately prior to such
transaction); or
(c) The individuals who are Continuing Directors
of the Company (as defined below) cease for any reason to constitute at least a
majority of the Board of the Company.
(d) For purposes of this Article X, (i) the term
"Continuing Director" means (A) any member of the Board who is a member of the
Board immediately after the issuance of any class of securities of the Company
that are required to be registered under Section 12 of the Exchange Act, or (B)
any person who subsequently becomes a member of the Board whose nomination for
election or election to the Board is recommended by a majority of the Continuing
Directors and (ii) the term "Voting Stock" means all capital stock of the
Company which by its terms may be voted on all matters submitted to stockholders
of the Company generally.
ARTICLE XI - AWARD AGREEMENTS
Awards must be evidenced by an agreement (or rules, in the case of
Founders' Grants or any "Employee Options" or "Executive Options" as defined in
the Written Consent of the Committee in Lieu of Special Meeting dated March 2,
2001) that sets forth the terms, conditions and limitations of such Award. Such
terms may include, but are not limited to, the term of the Award, the provisions