Coach 2015 Annual Report Download - page 134
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A “Change in Control” shall occur upon any of the following events:
(i) A “ Person” (which term, for purposes of this section, shall have the meaning it has when it is used in Section 13(d) of
the Exchange Act, but shall not include the Company, any underwriter temporarily holding securities pursuant to an offering of such
securities, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Voting
Stock of the Company) is or becomes the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of voting stock representing thirty percent (30%) or more of the combined voting power of the Company’s then
outstanding securities; or
(ii) The Company consummates a reorganization, merger or consolidation of the Company or the Company sells, or
otherwise disposes of, all or substantially all of the Company’s property and assets, or the stockholders of the Company approve a
liquidation or dissolution of the Company (other than a reorganization, merger, consolidation or sale which would result in all or
substantially all of the beneficial owners of the voting stock of the Company outstanding immediately prior thereto continuing to
beneficially own, directly or indirectly (either by remaining outstanding or by being converted into voting securities of the resulting
entity), more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such entity resulting
from the transaction (including, without limitation, an entity which as a result of such transaction owns the Company or all or
substantially all of the Company’s property or assets, directly or indirectly) outstanding immediately after such transaction in
substantially the same proportions relative to each other as their ownership immediately prior to such transaction); or
(iii) During any period of 12 consecutive months, individuals who, at the beginning of such period, constitute the Board
together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the
Company to effect a transaction described in paragraphs “i" or “ii” above) whose election by the Board or nomination for election by
the Company’s stockholders was approved by a vote of at least a majority of the Directors then still in office who either were
Directors at the beginning of the 12-month period or whose election or nomination for election was previously so approved, cease
for any reason to constitute a majority thereof.
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