Coach 2004 Annual Report Download - page 127

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
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termination, and (ii) the last day on which this Option may be exercised
shall be the Expiration Date.
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, then (i) any
portion of this Option that has not been exercised prior to the date of such
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
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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 other country. The Company reserves the right to
place restrictions required by law on Common Stock received by you pursuant to
this Option.