Coach 2009 Annual Report Download - page 118

(b) . 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.
(c) . 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.
(d) . 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.
12. .
(a) The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance
with Section 409A. 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 (i) exempt the amounts payable hereunder from Section 409A and/or
preserve the intended tax treatment of the amounts payable hereunder or (ii) comply with the requirements of Section 409A.
(b)  Notwithstanding anything to the contrary in this Agreement, if you are
determined to be a “specified employee” within the meaning of Section 409A as of the date of your “separation from service” as defined in Treasury
Regulation Section 1.409A-1(h) (or any successor regulation), and if any payments or entitlements provided for in this Agreement constitute a
“deferral of compensation” within the meaning of Section 409A and therefore cannot be paid or provided in the manner provided herein without
subjecting you to additional tax, interest or penalties under Section 409A, then any such payment and/or entitlement which would have been payable
during the first six months following your “separation from service” shall instead be paid or provided to you in a lump sum payment on the first
business day immediately following the six-month anniversary of your “separation from service” (or, if earlier, the date of your death).
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