Coach 2007 Annual Report Download - page 57

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5. Employment Agreement. You and the Company acknowledge and agree that, except as provided by this Letter Agreement, the 2003 Employment
Agreement and the 2005 Letter Agreement shall remain in full force and effect.
6. Section 409A. You and the Company acknowledge and agree that, to the extent applicable, this Letter Agreement shall be interpreted in accordance
with, and you and the Company agree to use best efforts to achieve timely compliance with, Section 409A of the Internal Revenue Code and the
Department of Treasury Regulations and other interpretive guidance issued thereunder (collectively, “Section 409A”), including without limitation
any such regulations or other guidance that may be issued after the date hereof. Notwithstanding any provision of this Letter Agreement to the
contrary, in the event that the Company determines that any compensation or benefits payable or provided under this Letter Agreement may be
subject to Section 409A, the Company may adopt (without any obligation to do so or to indemnify you for failure to do so) such limited amendments
to this Letter Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company
reasonably determines are necessary or appropriate to (a) exempt the compensation and benefits payable under this Letter Agreement from Section
409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Letter Agreement or (b) comply with
the requirements of Section 409A; provided, however, that the foregoing shall not reduce the total compensation to which you are entitled hereunder.
Notwithstanding anything herein to the contrary, if at the time of your termination of employment you are a “specified employee” as defined in
Section 409A (and any related regulations or other pronouncements thereunder) and the deferral of any payments otherwise payable hereunder as a
result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company
shall defer such payments (without any reduction in such payments ultimately paid or provided to you) until the date that is six months following
your termination of employment (or the earliest date as is permitted under Section 409A).
7. Severance Payments and Benefits. Section 7(b)(i) and 7(c)(i) of the 2003 Employment Agreement shall be amended to include as required severance
payments (a) all Extension Signing Bonuses; (b) all Service Bonuses; and (c) all Additional Performance Bonuses, each as provided herein.
[signature page follows]