Coach 2007 Annual Report Download - page 79

4. Termination of Employment.
(a) Death or Disability. If you cease active employment with the Company because of your death or “ Disability” (as defined in the
Employment Agreement), any portion of the Award that has not become vested on or prior to the date of such termination shall thereupon be forfeited;
, that in the alternative the Committee may, in its sole discretion, cause all or any portion of the Award to become vested effective as of the
date of such termination.
(b) Termination without Cause or for Good Reason. Except as otherwise provided in Section 4(d) with respect to certain terminations of
employment in connection with a Change in Control, if your employment is terminated by the Company without “Cause” (as defined in the
Employment Agreement) or by you for “Good Reason” (as defined in the Employment Agreement), then any portion of the Award that has not
become vested on or prior to the date of such termination shall continue to become vested as of the dates set forth in Section 2.
(c) Termination for Cause or without Good Reason. If your employment is terminated by the Company for Cause or by you without
Good Reason (including without limitation by reason of your retirement), then any portion of the Award that has not become vested on or prior to the
date of such termination shall thereupon be forfeited.
(d) Certain Terminations of Employment in connection with a Change in Control. Notwithstanding Section 4(b), if your employment
is terminated by the Company without Cause or by you for Good Reason within six months prior to a “Change in Control” (as defined in the
Employment Agreement) or during the 12 month period immediately following such Change in Control, then the Award shall become fully vested
effective immediately prior to the date of such termination.
5. Forfeiture. Notwithstanding anything contained in this Agreement to the contrary, the Award shall be subject to Section 11 of the Employment
Agreement. Accordingly, if you (a) violate any of the covenants set forth in Section 9(a) or 9(b) of the Employment Agreement, or (b) materially violate any of
the covenants set forth in Section 9(c), 9(e) or 9(f) of the Employment Agreement, then pursuant to Section 11 of the Employment Agreement (i) any portion of
the Award that has not become vested prior to the date of such breach shall thereupon be forfeited and (ii) you shall be required to pay to the Company the
amount of all “Retention R SU Gain” (as defined in the Employment Agreement). You shall also be required to pay to the Company the amount of all
Retention RSU Gain upon the occurrence of those certain events described in Section 11(b) of the Employment Agreement.
6. Award Not Transferable. The Award will not be assignable or transferable by you, other than by a qualified domestic relations order or by will
or by the laws of descent and distribution, and will be exercisable during your lifetime only by you (or your legal guardian or personal representative).
7. Transferability of Award Shares. The shares you will receive under the Award on or following the applicable Vesting Date generally are freely
tradable in the United States. However, you may not offer, sell or otherwise dispose of any shares in a way which would: (a) require the Company to file any
registration statement with the Securities and Exchange Commission (or any similar filing under state law or the laws of any other country) or to amend or
supplement any such filing or (b) violate or cause the Company to violate the Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, any other state or federal law, or the laws of any other country. The Company reserves the right to place restrictions required by law on any shares
of Coach, Inc. common stock received by you pursuant to the Award.
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