Coach 2004 Annual Report Download - page 121

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Corporate Governance Committee (the "COMMITTEE") of the Company's Board of
Directors may, in its sole discretion, cause all or any portion of this
Option then held by you to become vested and exercisable effective as of
the date of such termination. In the event that your employment terminates
due to your death or Disability, the last day on which any vested Options
may be exercised shall be the earlier of (i) the Expiration Date, or (ii)
the fifth anniversary of your death or Disability.
(b) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. Except as
otherwise provided in Section 5(d) with respect to certain terminations of
employment in connection with a Change in Control, if your employment is
terminated by the Company without "CAUSE" (as defined in the Employment
Agreement) or by you for "GOOD REASON" (as defined in the Employment
Agreement), then (i) any portion of this Option that is not vested and
exercisable as of the date of such termination shall continue to become
exercisable as of the dates set forth in Section 4, and (ii) the last day
on which this Option may be exercised shall be the Expiration Date.
(c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If your employment
is terminated by the Company for Cause or by you without Good Reason
(including without limitation by reason of your retirement), then (i) any
portion of this Option that is not vested and exercisable as of the date
of such termination shall thereupon be forfeited and (ii) the vested
portion of this Option shall terminate (A) if your employment is
terminated by the Company for Cause, then this Option shall terminate on
the date your employment terminates or (B) if your employment is
terminated by you without Good Reason (including without limitation by
reason of your retirement), then this Option shall terminate on the
earlier of (x) the Expiration Date, or (y) the 90th day following the date
of your termination of employment.
(d) CERTAIN TERMINATIONS OF EMPLOYMENT IN CONNECTION WITH A CHANGE
IN CONTROL. Notwithstanding Section 5(b), if your employment is terminated
by the Company without Cause or by you for Good Reason within six months
prior to a "CHANGE IN CONTROL" (as defined in the Employment Agreement) or
during the 12 month period immediately following such Change in Control,
then (i) this Option shall become fully vested and exercisable with
respect to all shares subject thereto effective immediately prior to the
date of such termination and (ii) the last day on which this Option may be
exercised shall be the Expiration Date.
2
6. EXERCISE. This Option may be exercised (subject to the restrictions
contained in this Agreement) in whole or in part for the number of shares
specified (which in all cases must be at least the lesser of two-hundred and
fifty (250) or the total number of shares outstanding under this Option) in a
verbal or written notice that is delivered to the Company or its designated
agent and is accompanied by full payment of the Exercise Price for such number
of Option Shares in cash, or by surrendering or attesting to the ownership of
shares of Common Stock, or a combination of cash and shares of Common Stock, in
an amount or having a combined value equal to the aggregate Exercise Price for
such Option Shares. In connection with any payment of the Exercise Price by
surrender or attesting to the ownership of shares of Common Stock, proof
acceptable to the Company shall be submitted upon request that such previously
acquired shares have been owned by you for at least six (6) months prior to the
date of exercise. Notwithstanding anything contained in this Agreement to the
contrary, this Option shall not provide for the grant of any "RESTORATION
OPTIONS" as defined in the Plan.
7. FORFEITURE. Notwithstanding anything contained in this Agreement to the
contrary, this Option shall be subject to Section 11 of the Employment
Agreement. Accordingly, if you (a) violate any of the covenants set forth in
Section 9(a) or 9(b) of the Employment Agreement, or (b) materially violate any
of the covenants set forth in Section 9(c), 9(e) or 9(f) of the Employment
Agreement, then pursuant to Section 11 of the Employment Agreement (i) any
portion of this Option that has not been exercised prior to the date of such