Coach 2007 Annual Report Download - page 78

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EXHIBIT C
COACH, INC.
2004 Stock Incentive Plan
Retention Restricted Stock Unit Award Grant Notice and Agreement
Michael Tucci
Coach, Inc. (the “Company”) is pleased to confirm that you have been granted a restricted stock unit award (the “Award”), effective as of August
5, 2008 (the “Award Date”), as provided in this agreement (the “Agreement”) pursuant to the Coach, Inc. 2004 Stock Incentive Plan (the “ Plan”). The
restricted stock units (“RSUs”) subject to this Award are the “Retention RSUs” 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. Award. Subject to the restrictions, limitations and conditions as described below, the Company hereby awards to you as of the Award Date:
[ ]2 RSUs
which are considered Awards of Restricted Stock under the Plan. Each RSU represents the right to receive one share of Coach, Inc. common stock upon the
satisfaction of terms and conditions set forth in this Agreement and the Plan. While the restrictions are in effect, the RSUs are not transferable by the
Participant by means of sale, assignment, exchange, pledge, or otherwise.
2. Vesting. The RSUs will remain restricted and may not be sold or transferred by you until they have become vested pursuant to the terms of this
Agreement. Subject to Section 4 below (a) 20% of the RSUs shall become vested on each of July 2, 2011 and June 30, 2012 and (b) the remaining 60% of the
RSUs shall become vested on June 29, 2013. Each of July 2, 2011, June 30, 2012 and June 29, 2013 shall be referred to herein as a “Vesting Date.”
3. Distribution of the Award. As soon as reasonably practicable following each Vesting Date, the Human Resources Committee (the “Committee”)
of the Company’s Board of Directors will release the portion of the Award that has become vested as of such Vesting Date. Applicable withholding taxes will be
settled by withholding a number of shares of Coach, Inc. common stock with a market value equal to the amount of such taxes (as determined based on the
minimum statutory withholding rates then in effect) or by remitting a cash payment to the Company in the amount necessary to satisfy applicable withholding
obligations (or by a combination of the foregoing).
2 Number (rounded to the nearest whole number) equal to (a) $3.75 million divided by (b) the Fair Market Value (as defined in the Coach, Inc. 2004 Stock
Incentive Plan) of a share of Common Stock on the Award Date.