Coach 2009 Annual Report Download - page 123

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(t) “” shall mean the Performance Goals (as defined in the Plan) established in writing by the Committee for the
Performance Period, or for a fiscal year of the Company during the Performance Period, based on the Performance Criteria, and set forth on Annex C.
(u) “” shall mean the period beginning on July 4, 2010 and ending on June 28 2014.
(v) “” shall have the meaning set forth on Annex B.
(w) “” shall mean an individual, partnership, corporation, business trust, limited liability company, joint stock company, trust,
unincorporated association, joint venture, governmental authority or other entity of whatever nature.
(x) “” shall mean an amount equal to the product of (i) the number of shares of Common Stock that are distributed pursuant to
the PRSU Award and (ii) the Fair Market Value per share of Common Stock on the date of such distribution.
(y) “” shall mean Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or guidance that may be issued after the date hereof.
(z) “” shall mean a number of PRSUs equal to the sum of (x) the number of Fiscal Year PRSUs that relate to any fiscal
year of the Company that ended on or prior to the Date of Termination due to death or Disability (assuming for these purposes that (A) the Company’s
performance would not be Marginal or below for any fiscal year that ends following the Date of Termination and (B) the Company’s performance would be at
least Superior for at least one fiscal year that ends following the Date of Termination), (y)  PRSUs (the Target Number of Performance Period PRSUs)
and (z) the ratio of (i) the product of (A)  and (B) the number of not-yet-completed fiscal years for which there is a Fiscal Year PRSU Award as of
the Date of Termination due to death or Disability, to (ii) the Fair Market Value per share of Common Stock on the first day of the fiscal year in which the Date
of Termination due to death or Disability occurs.
(aa) “” shall mean a number of PRSUs equal to the sum of (x)  PRSUs (the Target Number of Performance Period
PRSUs) and (y) the ratio of (i) the product of (A) and (B) the number of not-yet-completed fiscal years for which there is a Fiscal Year PRSU
Award as of the Date of Termination (or date of Change in Control, if later), to (ii) the Fair Market Value per share of Common Stock on the first day of the
fiscal year in which the Date of Termination, or Change in Control, as applicable, occurs.
A-4