Coach 2013 Annual Report Download - page 464

WHEREAS, as of the date hereof, (a) pursuant to the Building C Lease and the Operating Agreement, Fund Member beneficially owns the leasehold
estate in and the right to purchase fee title to (i) “Office Unit 2A” (as defined in the Condominium Declaration), consisting inter alia of the 21st floor of the
Building and related improvements and Facilities (as defined in the Condominium Declaration) and which shall be deemed to contain 46,263 rentable square
feet of office space for purposes hereof (“ Office Unit 2A”), and (ii) “Office Unit 2B” (as defined in the Condominium Declaration), consisting inter alia of the
22nd floor of the Building and related improvements and Facilities and which shall be deemed to contain 45,513 rentable square feet of office space for
purposes hereof (“Office Unit 2B”; Office Unit 2A and Office Unit 2B are each referred to herein individually as an “ Office Unit” and, collectively, as the
“Coach Expansion Premises”), and (iii) the 23rd floor of the Building (the “ 23rd Floor”) which is the lowest floor of “Office Unit 3” (as defined in the
Condominium Declaration) and which shall be deemed to contain 44,576 rentable square of office space for purposes hereof, each as more particularly
described on Exhibit B attached hereto, and (b) Optionee owns fee title to “Office Unit 1” (as defined in the Condominium Declaration); 1
WHEREAS, on the date hereof, Optionee is [a wholly owned subsidiary] [an Affiliate] 2 of Coach, Inc., a Maryland corporation (together with its
successors and assigns, “Coach”); and
WHEREAS, subject to the terms hereof, Optionee desires to acquire from Optionor an irrevocable option to lease or purchase, at Optionee’s election,
the Coach Expansion Premises and/or the 23rd Floor on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration and the mutual agreements herein contained, the parties hereto hereby agree as follows:
1. Grant of Options. In consideration of the sum of Ten and 00/100 Dollars ($10.00) being paid on the date hereof by Optionee to Optionor,
receipt and legal sufficiency of which are hereby acknowledged, Optionor hereby grants to Optionee, subject to the terms and conditions of this Agreement, an
exclusive and irrevocable option, at Optionee’s election, to (a) purchase fee title (the “ Purchase Option”) to the Coach Expansion Premises or any portion thereof
pursuant to and on the terms and conditions set forth in this Agreement and on Exhibit C attached hereto and made a part hereof (the “ Purchase Option
Terms”), free and clear of all liens and encumbrances, except for Permitted Encumbrances (as defined in the Purchase Option Terms), or (b) lease and hire
(the “Lease Option”; the Purchase Option and the Lease Option, individually and collectively, the “ Option”) the Coach Expansion Premises or any portion
thereof pursuant to and on the terms and conditions set forth in this Agreement and the form of office lease agreement attached hereto as Exhibit D (the
“Lease”); provided, that (i) the Option may be exercised only with respect to all of Office Unit 2A or Office Unit 2B ( i.e., the Option may not be exercised with
respect to a portion of Office Unit 2A or Office Unit 2B); (ii) if Optionee elects to exercise the Option with respect to less than all of the Coach Expansion
Premises, then the Option shall be exercisable in ascending vertically contiguous Office Unit increments only ( i.e., if Optionor, elects to exercise the Option
with respect to only a portion of the Coach Expansion Premises, such Option must be exercised with respect to one or more of all of Office Unit 2A or Office
Unit 2B, in that order).
1Definition of Coach Expansion Premises to be updated prior to execution of this Agreement to reflect the addition of Office Unit 2A or Office Unit 2B to
the Coach Unit pursuant to the Operating Agreement, if applicable. Square foot areas referenced will also be updated if inaccurate as of the date this
Agreement is executed based on re-measurement under the Development Agreement.
2To be filled in as applicable prior to execution of this Agreement.
2