Coach 2007 Annual Report Download - page 80

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8. Conformity with the Plan. The Award is intended to conform in all respects with, and is subject to applicable provisions of, the Plan.
Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By your acceptance of this Agreement, you
agree to be bound by all of the terms of this Agreement and the Plan.
9. No Rights to Continued Employment. Nothing in this Agreement confers any right on you to continue in the employ of the Coach Companies or
affects in any way the right of any of the Coach Companies to terminate your employment at any time with or without cause.
10. Miscellaneous.
(a) Amendment or Modifications. The grant of the Award is documented by the minutes of the Committee, which records are the final
determinant of the number of shares granted and the conditions of this grant. The Committee may amend or modify the Award in any manner to the
extent that the Committee would have had the authority under the Plan initially to grant such Award, provided that no such amendment or
modification shall directly or indirectly impair or otherwise adversely affect your rights under this Agreement without your prior written consent.
Except as in accordance with the two immediately preceding sentences, this Agreement may be amended, modified or supplemented only by an
instrument in writing signed by both parties hereto.
(b) Governing Law. All matters regarding or affecting the relationship of the Company and its stockholders shall be governed by the
General Corporation Law of the State of Maryland. All other matters arising under this Agreement shall be governed by the internal laws of the State
of New York, including matters of validity, construction and interpretation. You and the Company agree that all claims in respect of any action or
proceeding arising out of or relating to this Agreement shall be heard or determined in any state or federal court sitting in New York, New York and
you and the Company agree to submit to the jurisdiction of such courts, to bring all such actions or proceedings in such courts and to waive any
defense of inconvenient forum to such actions or proceedings. A final judgment in any action or proceeding so brought shall be conclusive and may
be enforced in any manner provided by law. Notwithstanding the foregoing, any matter covered by, or dependent upon any interpretation under, the
Employment Agreement shall be resolved pursuant to the arbitration provisions of Section 20 thereof.
(c) Successors and Assigns. Except as otherwise provided herein, this Agreement will bind and inure to the benefit of the respective
successors and permitted assigns and heirs and legal representatives of the parties hereto whether so expressed or not.
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