Coach 2009 Annual Report Download - page 120

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
For purposes of this Agreement, the following terms have the meanings set forth below:
(a) “” shall have the meaning set forth in the preamble to this Agreement.
(b) “” shall mean the Board of Directors of the Company.
(c) The Company shall have “” to terminate the Executive’s employment upon (i) the Executive’s failure to attempt in good faith to
substantially perform the duties of his/her appointed office (other than any such failure resulting from the Executive’s physical or mental incapacity) which is
not remedied within 30 days after receipt of written notice from the Company specifying such failure; (ii) the Executive’s failure to attempt in good faith to
carry out, or comply with, in any material respect any lawful and reasonable directive of the Board, which is not remedied within 30 days after receipt of
written notice from the Company specifying such failure; (iii) the Executive’s commission at any time of any act or omission that results in, or may
reasonably be expected to result in, a conviction, plea of no contest, or imposition of unadjudicated probation for any felony (or any other crime involving
fraud, embezzlement, material misconduct or misappropriation having a material adverse impact on the Company); (iv) the Executive’s unlawful use
(including being under the influence) or possession of illegal drugs on the Company’s premises or while performing the Executive’s duties and responsibilities;
or (v) the Executive’s willful commission at any time of any act of fraud, embezzlement, misappropriation, misconduct, or breach of fiduciary duty against
the Company (or any predecessor thereto or successor thereof) having a material adverse impact on the Company.
(d) A “” shall occur upon any of the following events:
(i) A “Person” (which term, for purposes of this Section, shall have the meaning it has when it is used in Section 13(d) of the
Exchange Act, but shall not include the Company, any underwriter temporarily holding securities pursuant to an offering of such securities, any trustee or
other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of Voting Stock of the Company) is or becomes the Beneficial Owner (as defined in Rule
13d-3 promulgated under the Exchange Act), directly or indirectly, of Voting Stock representing thirty percent (30%) or more of the combined voting power of
the Company’s then outstanding securities; or
(ii) The Company consummates a reorganization, merger or consolidation of the Company or the Company sells, or otherwise
disposes of, all or substantially all of the Company’s property and assets, or the stockholders of the Company approve a liquidation or dissolution of the
Company (other than a reorganization, merger, consolidation or sale which would result in all or substantially all of the beneficial owners of the Voting Stock
of the Company outstanding immediately prior thereto continuing to beneficially own, directly or indirectly (either by remaining outstanding or by being
converted into voting securities of the resulting entity), more than fifty percent (50%) of the combined voting power of the voting securities of the Company or
such entity resulting from the transaction (including, without limitation, an entity which as a result of such transaction owns the Company or all or
substantially all of the Company’s property or assets, directly or indirectly) outstanding immediately after such transaction in substantially the same
proportions relative to each other as their ownership immediately prior to such transaction); or
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