Coach 2007 Annual Report Download - page 81

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(d) Severability. Whenever feasible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective
only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.
11. Section 409A. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the
parties agree to use their best efforts to achieve timely compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the Department
of Treasury Regulations and other interpretive guidance issued thereunder (“Section 409A”), including without limitation any such regulations or other
guidance that may be issued after the date hereof. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines
that any amounts payable hereunder 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 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 Agreement from Section
409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this 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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