Coach 2004 Annual Report Download - page 122

breach shall thereupon be forfeited and (ii) you shall be required to pay to the
Company the amount of all "RETENTION OPTION GAIN" (as defined in the Employment
Agreement). You shall also be required to pay to the Company the amount of all
Retention Option Gain upon the occurrence of those certain events described in
Section 11(b) of the Employment Agreement.
8. RIGHTS AS A STOCKHOLDER. You will have no right as a stockholder with
respect to any Option Shares until and unless ownership of such Option Shares
has been transferred to you.
9. OPTION NOT TRANSFERABLE. This Option will not be assignable or
transferable by you, other than by a qualified domestic relations order or by
will or by the laws of descent and distribution, and will be exercisable during
your lifetime only by you (or your legal guardian or personal representative).
If this Option remains exercisable after your death, subject to Sections 1, 5
and 6 above, it may be exercised by the personal representative of your estate
or by any person who acquires the right to exercise such Option by bequest,
inheritance or otherwise by reason of your death.
10. TRANSFERABILITY OF OPTION SHARES. Option Shares generally are freely
tradable in the United States. However, you may not offer, sell or otherwise
dispose of any Option Shares in a way which would: (a) require the Company to
file any registration statement with the Securities and Exchange Commission (or
any similar filing under state law or the laws of any other country) or to amend
or supplement any such filing or (b) violate or cause the Company to violate the
Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, any other state or federal law, or the laws of any
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other country. The Company reserves the right to place restrictions required by
law on Common Stock received by you pursuant to this Option.
11. CONFORMITY WITH THE PLAN. This Option is intended to conform in all
respects with, and is subject to applicable provisions of, the Plan.
Inconsistencies between this Agreement and the Plan shall be resolved in
accordance with the terms of the Plan. By your acceptance of this Agreement, you
agree to be bound by all of the terms of this Agreement and the Plan.
12. NO RIGHTS TO CONTINUED EMPLOYMENT. Nothing in this Agreement confers
any right on you to continue in the employ of the Coach Companies or affects in
any way the right of any of the Coach Companies to terminate your employment at
any time with or without cause.
13. MISCELLANEOUS.
(a) AMENDMENT OR MODIFICATIONS. The grant of this Option is
documented by the minutes of the Committee, which records are the final
determinant of the number of shares granted and the conditions of this
grant. The Committee may amend or modify this Option in any manner to the
extent that the Committee would have had the authority under the Plan
initially to grant such Option, provided that no such amendment or
modification shall directly or indirectly impair or otherwise adversely
affect your rights under this Agreement without your prior written
consent. Except as in accordance with the two immediately preceding
sentences, this Agreement may be amended, modified or supplemented only by
an instrument in writing signed by both parties hereto.
(b) GOVERNING LAW. All matters regarding or affecting the
relationship of the Company and its stockholders shall be governed by the
General Corporation Law of the State of Maryland. All other matters
arising under this Agreement shall be governed by the internal laws of the
State of New York, including matters of validity, construction and
interpretation. You and the Company agree that all claims in respect of
any action or proceeding arising out of or relating to this Agreement
shall be heard or determined in any state or federal court sitting in New
York, New York and you and the Company agree to submit to the jurisdiction