Coach 2004 Annual Report Download - page 124

EXHIBIT 10.25
August 22, 2005
Mr. Keith Monda
136 West 22nd Street
New York, NY 10011
Re: Employment Agreement Amendment
Dear Keith:
This Letter Agreement confirms the understanding reached between you
and Coach, Inc., a Maryland corporation (the "Company"), regarding the terms of
your continued employment with the Company. This Letter Agreement constitutes an
amendment to that certain Employment Agreement by and between you and the
Company dated as of June 1, 2003 (the "Employment Agreement"), which is attached
hereto as Exhibit A. Capitalized terms used in this Letter Agreement and not
defined herein shall have the meaning given such terms in the Employment
Agreement.
1. Employment Agreement Term. You and the Company acknowledge and
agree that, notwithstanding anything to the contrary in the Employment
Agreement, the Initial Term shall end on July 1, 2011 unless earlier terminated
as provided in Section 6 of the Employment Agreement.
2. Annual Base Salary. Effective as of September 1, 2005, your
Annual Base Salary shall be payable at a rate of no less than $750,000 per year,
subject to annual increases as approved by the Committee.
3. Annual Bonus. With respect to each Contract Year commencing on
and after July 1, 2005, your Maximum Bonus shall be equal to at least 150% of
your Annual Base Salary.
4. Stock Options. As of August 22, 2005 (the "Grant Date"), you
shall be granted a non-qualified stock option (the "Extension Options") to
purchase 532,717 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 4, 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.