Coach 2015 Annual Report Download - page 125

level of Vice President or higher) or six (6) month period (if your role is below the Corporate level of Vice President) immediately
preceding the date on which you first engaged in such Wrongful Conduct or the date of your Termination for Cause or Termination
without Notice. For the two (2) year period following a Change of Control, as defined in the Plan, items (A), and (B) shall not
constitute Wrongful Conduct.
(b) For purposes of this Agreement, (1) “” shall mean fraud, misappropriation, embezzlement or other act of
material misconduct against the Coach Companies; substantial and willful failure to render services in accordance with the terms
of your duties as an employee, provided that (A) a demand for performance of services had been delivered to you at least thirty
(30) days prior to your termination identifying the manner in which you have failed to perform and (B) thereafter you fail to remedy
such failure to perform; conviction of or plea of guilty or nolo contendere to a felony; or violation of any business standards
established by the Company; and (2) “” shall equal, on each Vesting Date during the twelve (12) month period (if
your role is at the Corporate level of Vice President or higher) or six (6) month period (if your role is below the Corporate level of
Vice President) immediately preceding such Wrongful Conduct or termination, the fair market value of the Common Stock on such
Vesting Date, multiplied by the number of RSUs vesting on such Vesting Date (without reduction for any Shares of Common Stock
sold or surrendered in payment of taxes, etc.).
(c) For purposes of this Agreement, “” shall mean your agreement not to (i) compete directly or
indirectly (either as owner, employee or agent of a Competitive Business (as defined below)) with any of the businesses of the
Coach Companies, (ii) make, directly or indirectly, a five percent (5%) or more investment in a Competitive Business, or any new
luxury accessories business that competes directly with the existing or planned product lines of the Coach Companies, (iii) solicit
any present or future employees or customers of the Coach Companies to terminate such employment or business relationship(s)
with the Coach Companies, in the case of each of (i), (ii) and (iii), at any time during your employment with the Coach Companies
or at any time during the period ending one (1) year after your employment with the Coach Companies terminates, or (iv) disclose
or misuse any confidential information regarding the Coach Companies at any time. You acknowledge and agree that the Company
is granting you the Award in consideration of your agreement to be bound by the Restrictive Covenants. Accordingly, if you breach
any of the Restrictive Covenants, in addition to the forfeiture and claw-back consequences described in Section 6(a), the Company
shall be entitled to recover any damages incurred as a result of such breach. You further acknowledge and agree that the Coach
Companies would be irreparably harmed by any breach of the Restrictive Covenants and that money damages would be an
inadequate remedy for any such breach and, accordingly, in the event of your breach or threatened breach of any of the Restrictive
Covenants, the Company may, in addition to any money damages or other rights and remedies existing in its favor, apply to any
court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce, or prevent any violations
of, the Restrictive Covenants. For the avoidance of doubt, the remedies in law and in equity for any breach of the Restrictive
Covenants set forth in this Section 6(c) are in addition to, and cumulative of, the claw-back and forfeiture provisions set forth in
Section 6(a).
(d) For purposes of this Agreement, “” shall mean any entity (including its subsidiaries, parent
entities and other affiliates) that, as of the relevant date, the Committee has designated in its sole discretion as an entity that
competes with any of the businesses of the Coach Companies; provided, that (i) the list of Competitive Businesses shall not
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