Coach 2009 Annual Report Download - page 131

4. Notwithstanding Section 3, the Executive may respond to a lawful and valid subpoena or other legal process or other government or
regulatory inquiry but shall give the Company prompt notice thereof (except to the extent legally prohibited), and shall, as much in advance of the return date
as is reasonably practicable, make available to the Company and its counsel copies of any documents sought which are in the Executive’s possession or to
which the Executive otherwise has reasonable access. In addition, the Executive shall reasonably cooperate with and assist the Company and its counsel at
any time and in any manner reasonably requested by the Company or its counsel (with due regard for the Executive’s other commitments if he is not employed
by the Company) in connection with any litigation or other legal process affecting the Company of which the Executive has knowledge as a result of his
employment with the Company (other than any litigation with respect to his employment agreement). In the event of such requested cooperation, the Company
shall reimburse the Executive’s reasonable out of pocket expenses.
5. The Executive shall not disparage the Company, any of its products or practices, or any of its directors, officers, agents, representatives,
or employees, either orally or in writing, at any time. The Company (including without limitation its directors) shall not disparage the Executive, either orally
or in writing, at any time. Notwithstanding the foregoing, nothing in this Section 5 shall limit the ability of the Company or the Executive, as applicable, to
provide truthful testimony as required by law or any judicial or administrative process.
6. The Executive agrees that all strategies, methods, processes, techniques, marketing plans, merchandising schemes, themes, layouts,
mechanicals, trade secrets, copyrights, trademarks, patents, ideas, specifications and other material or work product (“”) that the
Executive creates, develops or assembles in connection with his employment hereunder shall become the permanent and exclusive property of the Company to
be used in any manner it sees fit, in its sole discretion. The Executive shall not communicate to the Company any ideas, concepts, or other intellectual
property of any kind (other than in his capacity as an officer of the Company) which (a) were earlier communicated to the Executive in confidence by any
third party as proprietary information, or (b) the Executive knows or has reason to know is the proprietary information of any third party. Further, the
Executive shall adhere to and comply with the Company’s Global Business Integrity Program Guide. All Intellectual Property created or assembled in
connection with the Executive’s employment hereunder shall be the permanent and exclusive property of the Company. The Company and the Executive
mutually agree that all Intellectual Property and work product created in connection with the Executive’s employment, which is subject to copyright, shall be
deemed to be “work made for hire,” and that all rights to copyrights shall be vested in the Company. If for any reason the Company cannot be deemed to have
commissioned “work made for hire,” and its rights to copyright are thereby in doubt, then the Executive agrees not to claim to be the proprietor of the work
prepared for the Company, and to irrevocably assign to the Company, at the Company’s expense, all rights in the copyright of the work prepared for the
Company.
7. As used in these Restrictive Covenants, the term “ ” shall include the Company and any of its affiliates or direct or indirect
subsidiaries.
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