Coach 2004 Annual Report Download - page 128

Download and view the complete annual report

Please find page 128 of the 2004 Coach annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 134

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134

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
of such courts, to bring all such actions or proceedings in such courts
and to waive any defense of inconvenient forum to such actions or
proceedings. A final judgment in any action or proceeding so brought shall
be conclusive and may be enforced in any manner provided by law.
Notwithstanding the foregoing, any matter also covered by, or dependent
upon any interpretation under, the Employment Agreement shall be resolved
pursuant to the arbitration provisions of Section 20 thereof.
4
(c) SUCCESSORS AND ASSIGNS. Except as otherwise provided herein,
this Agreement will bind and inure to the benefit of the respective
successors and permitted assigns and heirs and legal representatives of
the parties hereto whether so expressed or not.
(d) SEVERABILITY. Whenever feasible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of this Agreement.
[signature page follows]
5
In witness whereof, the parties hereto have executed and delivered this
agreement.
COACH, INC.