Coach 2009 Annual Report Download - page 86

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Time From Cessation of Reed Krakoff Employment Purchase Price
and Closing of the Buy-Out Option
Within 12 months 100% of Cumulative Operating Loss
After 12 months but before 24 months 75% of Cumulative Operating Loss
After 24 months but before 36 months 50% of Cumulative Operating Loss
After 36 months but before 48 months 25% of Cumulative Operating Loss
After 48 months 0%
VI. REPRESENTATIONS AND
WARRANTIES
Reed Krakoff hereby represents and warrants that:
1) He is free to enter into and perform fully under this Agreement. There is no agreement or understanding to which he is a party or to which
he is bound which conflicts with the provisions of this Agreement.
2) He has not previously sold, assigned, licensed or otherwise transferred all or any portion of the rights granted to Coach pursuant to this
Agreement to any other person.
Coach hereby represents and warrants that:
a) Authorization. Coach has all requisite corporate power and authority to execute and deliver this Agreement and perform its obligations
hereunder. This Agreement has been duly and validly executed and delivered by Coach and (assuming the execution and delivery by Reed Krakoff) this
Agreement constitutes the valid and binding obligation of Coach, enforceable against it in accordance with its terms.
b) Organization. Coach is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland.
c) No Conflicts. None of the execution and delivery by Coach of this Agreement, the consummation by Coach of the transactions
contemplated hereby, or compliance by Coach with any of the provisions hereof does or will conflict with, or result in any violation of or default (with or
without notice or lapse of time, or both) under: (i) any provision of the certificate of incorporation or bylaws of Coach; (ii) any contract to which Coach is a
party or by which any of the properties or assets of Coach are bound; (iii) any order of any governmental authority applicable to Coach or by which any of the
properties or assets of Coach are bound; or (iv) any applicable law.
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