Coach 2007 Annual Report Download - page 69

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5. Competitive Business. You and the Company acknowledge and agree that the list of Competitive Businesses in effect as of August 5, 2008
is attached hereto as Exhibit A, and you and the Company acknowledge and agree that such list may be changed by the Committee in
accordance with the terms of the Employment Agreement.
6. Employment Agreement. You and the Company acknowledge and agree that, except as provided by this Letter Agreement, the Employment
Agreement shall remain in full force and effect.
7. 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. 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).
[]
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