Coach 2007 Annual Report Download - page 62

(d) The Executive agrees that, upon the Termination Date, he will deliver to the Company all correspondence, drawings, manuals, letters,
notes, notebooks, reports, programs, plans, proposals, financial documents, electronically stored data, computer equipment or software, access
codes or disks and instructional manuals or any other documents concerning the Company’s customers, business plans, sourcing and operations,
marketing strategies, products or processes and/or which contain proprietary information or trade secrets ; provided that the Executive may retain his
rolodex, address book and similar information and any non-proprietary documents he received as a director.
(e) Notwithstanding Section 3(c), the Executive may respond to a lawful and valid subpoena or other legal process or other government or
regulatory inquiry but shall give the Company prompt notice thereof (except to the extent legally prohibited), and shall, as much in advance of the
return date as is reasonably practicable, make available to the Company and its counsel copies of any documents sought which are in the Executive’s
possession or to which the Executive otherwise has reasonable access. In addition, the Executive shall reasonably cooperate with and assist the
Company and its counsel at any time and in any manner reasonably requested by the Company or its counsel (with due regard for the Executive’s
other commitments if he is not employed by the Company) in connection with any litigation or other legal process affecting the Company of which
the Executive has knowledge as a result of his employment with the Company (other than any litigation with respect to this Agreement). In the event
of such requested cooperation, the Company shall reimburse the Executive’s reasonable out of pocket expenses.
(f) The Executive agrees that if he does not return all Company property or reimburse the Company for all personal expenses charged to the
Company within 30 days after the later of (i) the Termination Date and (ii) notification to the Executive, then the Company may reconcile or set off
the value of the property or the amount of the personal charges against any Sale Proceeds to be paid to the Executive or other amount due hereunder,
or against any amounts due to the Executive under any Company non-qualified plans except to the extent that an offset of any such amounts due to
the Executive under any Company non-qualified plans would cause such amounts to not comply with Section 409A. For purposes of this
paragraph, the value of any Company property shall be determined by the Company in its sole discretion.
(g) Each of the parties agrees that it will not disparage or denigrate to any person any aspect of his or its past relationship with the other,
nor the character of the other or the other’s agents, representatives, products, or operating methods, whether past, present, or future, and whether or
not based on or with reference to their past relationship; provided, however, that this paragraph shall have no application to any evidence or
testimony requested of either party hereto by any court or government agency. In the event any government agency or any of the Company’s present or
future labor unions, adverse parties in actual or potential litigation, suppliers, service providers, employees or customers initiate communications
with the Executive that relate to the Company’s business, the Executive agrees that he will inform any such persons, consistent with this paragraph,
of his change in status and direct such persons to an appropriate officer or current full-time employee of the Company.
4. Release of Claims by the Executive.
(a) The Executive agrees for the Executive, the Executive’s spouse and child or children (if any), the Executive’s heirs, beneficiaries,
devisees, executors, administrators, attorneys, personal representatives, successors and assigns, hereby forever to release, discharge, and covenant
not to sue the Company or any of its past, present, or future parent, affiliated, related, and/or subsidiary entities, and all of their past and present
directors, shareholders, officers, general or limited partners, employees, agents, and attorneys, and agents and representatives of such entities, and
employee benefit plans in which the Executive is or has been a participant by virtue of his employment with the Company, from any and all claims,
debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises,
agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’
fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected, which the Executive has or may
have had against such entities based on any events or circumstances arising or occurring on or prior to the Transition Date (or, with respect to claims
of disparagement, arising or occurring on or prior to the date this Agreement is executed), arising directly or indirectly out of, relating to, or in any
other way involving in any manner whatsoever, (i) the Executive’s employment with the Company or the termination thereof or (ii) the Executive’s
status at any time as a holder of any securities of the Company, and any and all claims arising under federal, state, or local laws relating to
employment, or securities, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud,
misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims arising
under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor
Standards Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Securities Act of 1933, the Securities
Exchange Act of 1934, and similar state or local statutes, ordinances, and regulations, provided, however, notwithstanding anything to the contrary
set forth herein, that this General Release shall not extend to (x) benefit claims under employee pension benefit plans in which the Executive is a
participant by virtue of his employment with the Company or to benefit claims under employee welfare benefit plans for occurrences (e.g., medical
care, death, or onset of disability) arising after the execution of this Agreement by the Executive, (y) any obligation assumed under this Agreement by
any party hereto and (z) any right to indemnification to which the Executive is entitled under Section 13 of the Employment Agreement with respect to
director and officer liability insurance coverage.