Coach 2009 Annual Report Download - page 115
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JERRY STRITZKE
Coach, Inc. (the “”) is pleased to confirm that you have been granted a performance restricted stock unit award (the “”), effective
as ofAugust 5, 2010 (the “”), as provided in this Performance Restricted Stock Unit Award Grant Notice and Agreement (including all annexes
attached hereto, this “”) pursuant to the Coach, Inc. 2004 Stock Incentive Plan (as amended, the “ ”). The Award is subject to all of the terms
and conditions set forth in this Agreement.
1. . Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in the Definition
Annex attached hereto as Annex A.
2. Subject to the restrictions, limitations and conditions described in this Agreement, the Company hereby awards to you as of the
Award Date performance restricted stock units (the “”) in accordance with the terms and conditions of this Agreement. PRSUs are considered
Performance Stock Units under the Plan. Each PRSU represents the right to receive one share of Common Stock upon the satisfaction of the terms and
conditions of this Agreement and the Plan (and in particular the terms and conditions set forth on Annex B) (the “”). While the Restrictions are in
effect, the PRSUs are not transferable by you by means of sale, assignment, exchange, pledge, or otherwise. The number of PRSUs subject to the Award
shall be determined in accordance with the terms of Annex B.
3. . The PRSUs will remain restricted and may not be sold or transferred by you until they have become vested pursuant to the terms
of this Agreement and the vesting provisions set forth on Annex B.
4. Except as otherwise provided by Section 5(d), on, or as soon as reasonably practicable following, the Vesting
Date (and in no event later than the last date permitted by Treasury Regulation Section 1.409A-3(d)), the Committee will release the portion of the Award that
has become vested as of the Vesting Date. Applicable withholding taxes will be settled by withholding a number of shares of Common Stock with a market
value not less than the amount of such taxes (determined at the minimum applicable rates), and the net number of shares of Common Stock subject to the
Award shall be distributed to you; provided that in the event that the Company is liquidated in bankruptcy (a) the Committee will not release shares of
Common Stock pursuant to the Award and (b) all payments made pursuant to the Award will be made in a per-share cash payment equal to the fair market
value per share of Common Stock on the distribution date.