Coach 2007 Annual Report Download - page 72

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Exhibit B
COACH, INC.
2004 Stock Incentive Plan
Retention Option Grant Notice and Agreement
Michael Tucci
Coach, Inc. (the “Company”) is pleased to confirm that you have been granted a stock option (the “ Option”), effective as of August 5, 2008 (the
“Grant Date”), as provided in this agreement (the “Agreement”). The Option evidenced by this Agreement is the “Retention Option” as defined in that
certain Employment Agreement entered into by and between you and the Company effective as of August 5, 2008 (the “Employment Agreement”).
1. Option Right. Your Option is to purchase, on the terms and conditions set forth below, the following number of shares (the “Option Shares”) of
the Company’s Common Stock, par value $.01 per share (the “ Common Stock”), at the exercise price specified below (the “ Exercise Price”).
Number of Option Shares Exercise Price Per
Option Share
Shares Granted [ ]1 [ ]
2. Option. This Option is a non-qualified stock option that is intended to conform in all respects with the Company’s 2004 Stock Incentive Plan (the
“Plan”), a copy of which will be supplied to you upon your request, and the provisions of which are incorporated herein by reference. This Option is not
intended to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
3. Expiration Date. This Option expires on the tenth (10th) anniversary of the Grant Date (the “Expiration Date”), subject to earlier expiration
upon your death, disability or other termination of employment, as provided in Section 5 below.
4. Vesting. This Option may be exercised only to the extent it has vested. Subject to Section 5 below, if you are continuously employed by the
Company or any of its affiliates (collectively, the “Coach Companies”) from the Grant Date until (a) July 2, 2011, this Option will vest with respect to 20%
of the Option Shares as of such date, (b) June 30, 2012, this Option will vest with respect to 20% of the Option Shares as of such date, and (c) June 29,
2013, this Option will vest with respect to the remaining 60% of the Option Shares as of such date.
1 Number (rounded to the nearest whole number) equal to (a) $3.75 million divided by (b) the product of (i) 60% and (ii) the Fair Market Value (as defined in
the Coach, Inc. 2004 Stock Incentive Plan) of a share of Common Stock on the Grant Date.