Coach 2009 Annual Report Download - page 122

(l) “” shall mean the executive named on the first page of this Agreement.
(m) “” shall mean, as of any given date, the fair market value of a share of Common Stock on such date determined by
such methods or procedures as may be established from time to time by the Committee. Unless otherwise determined by the Committee, the Fair Market Value
of a share of Common Stock as of any date shall be the average of the high and low trading prices for a share of Common Stock as reported on the New York
Stock Exchange (or any national securities exchange on which the Common Stock is then listed) for such date or, if no such prices are reported for that date,
the average of the high and low trading prices on the next preceding date for which such prices were reported.
(n) “” shall have the meaning set forth on Annex B.
(o) A performance level of “” with respect to any Performance Goal shall have the meaning set forth on Annex C.
(p) The Executive shall have “” to resign his employment upon the occurrence of any of the following: (i) failure of the
Company to continue the Executive in the position of his/her appointed office; (ii) a material diminution in the nature or scope of the Executive’s
responsibilities, duties or authority (including, without limitation, the Executive’s failure to continue to serve as member of the Board); (iii) relocation of the
Company’s executive offices more than 50 miles away from the executive offices at which he/she has agreed to work; (iv) failure of the Company to timely
make any material payment or provide any material benefit under the Executive’s employment agreement with the Company, or the Company’s material
reduction of any compensation, equity or benefits that the Executive is eligible to receive under his employment agreement; or (v) the Company’s material
breach of the Executive’s employment agreement; provided, however, that notwithstanding the foregoing the Executive may not resign his employment for
Good Reason unless: (x) the Executive provides the Company with at least 30 days prior written notice of his intent to resign for Good Reason (which notice is
provided not later than the 60th day following the occurrence of the event constituting Good Reason) and (y) the Company does not remedy the alleged
violation(s) within such 30-day period; and, provided, further, that Executive may resign his employment for Good Reason if in connection with any Change
in Control the surviving entity does not assume his employment agreement (or, with the written consent of the Executive, substitute a substantially identical
agreement) with respect to the Executive in writing delivered to the Executive prior to, or as soon as reasonably practicable following, the occurrence of such
Change in Control
(q) A performance level of “” with respect to any Performance Goal shall have the meaning set forth on Annex C.
(r) A performance level of “” with respect to any Performance Goal shall have the meaning set forth on Annex C.
(s) “” shall mean the criteria that the Committee selects for purposes of establishing the Performance Goals. The
Performance Criteria that will be used to establish Performance Goals are limited to the following: net earnings (either before or after interest, taxes, depreciation
and amortization), economic value-added (as determined by the Committee), sales or revenue, net income (either before or after taxes), operating earnings or
income, cash flow (including, but not limited to, operating cash flow and free cash flow), funds from operations, cash flow return on capital, return on
investment, return on stockholders’ equity, return on assets or net assets, return on capital, stockholder returns, return on sales, gross or net profit margin,
productivity, expense, margins, operating efficiency, cost reduction or savings, customer satisfaction, working capital, earnings or diluted earnings per share,
price per share of Stock, and market share, any of which may be measured either in absolute terms or as compared to any incremental increase or as
compared to results of a peer group. The Committee shall, within the time prescribed by Section 162(m) of the Code, define in an objective fashion the
manner of calculating the Performance Criteria it selects to use for the Performance Period or a fiscal year of the Company.
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