Coach 2004 Annual Report Download - page 119

but, in any event, no later than 90 days after the end of the applicable
Contract Year.
(d) With respect to the Contract Year ending on June 30, 2011, you
shall be eligible to receive an additional bonus under the Bonus Plan or
otherwise in the maximum amount of $3,735,000 on the basis of the
Company's attainment of objective financial or other operating criteria
established by the Committee in its sole discretion and in accordance with
Code Section 162(m) and the regulations promulgated thereunder, such
additional bonus to be paid at the time bonuses under the Bonus Plan are
paid generally but, in any event, no later than 90 days after the end of
the applicable Contract Year.
5. Stock Options. As of August 22, 2005 (the "Grant Date"), you
shall be granted a non-qualified stock option (the "Extension Options") to
purchase 1,686,581 shares of Common Stock, pursuant to the terms and conditions
of the Stock Incentive Plan and a written Stock Option Agreement to be entered
into by and between you and the Company (the "Extension Stock Option
Agreement"), which, except as otherwise provided in this Section 5, shall be
substantially identical to the Retention Stock Option Agreement. For purposes of
the Employment Agreement (including without limitation Sections 7 and 11
thereof), the Extension Options shall be treated identically to the Retention
Options. The Extension Options shall have an exercise price equal to the fair
market value per share of Common Stock as of the Grant Date and shall have a
term of 10 years. The Extension Options shall become exercisable in three
cumulative installments as follows: (a) the first installment shall consist of
25% of the shares of Common Stock covered by the Extension Options and shall
become vested and exercisable on the fourth anniversary of the Grant Date; (b)
the second installment shall consist of 25% of the shares of Common Stock
covered by the Extension Options and shall become vested and exercisable on the
fifth anniversary of the Grant Date; and (c) the third installment shall consist
of 50% of the shares of Common Stock covered by the Extension Options and shall
become exercisable on the sixth anniversary of the Grant Date; provided, that,
except as otherwise provided in Section 7 of the Employment Agreement or the
Extension Stock Option Agreement, no portion of the Extension Options not then
exercisable shall become exercisable following your termination of employment
for any reason. (For the avoidance of doubt, if your employment shall terminate
by reason of your Disability or death, then Section 7(d) of the Employment
Agreement shall apply to the Extension Options.) You and the Company acknowledge
and agree that the Extension Options shall not provide for the grant of any
"Restoration Options" as defined in the Stock Incentive Plan.
6. Employment Agreement. You and the Company acknowledge and agree
that, except as provided by this Letter Agreement, the Employment Agreement
shall remain in full force and effect.
[signature page follows]
2
Please indicate your acceptance of the terms and provisions of this
Letter Agreement by signing both copies of this Letter Agreement and returning
one copy to me. The other copy is for your files. By signing below, you
acknowledge and agree that you have carefully read this Letter Agreement in its
entirety; fully understand and agree to its terms and provisions; and intend and
agree that it be final and legally binding on you and the Company. This Letter
Agreement shall be governed and construed under the internal laws of the State
of New York and may be executed in several counterparts.
Very truly yours,
____________________________________
Felice Schulaner
SVP, Human Resources
Agreed and Accepted: