Coach 2015 Annual Report Download - page 143

necessary to satisfy the minimum statutory withholding amount or such other amount as may be necessary to avoid adverse
accounting treatment using the Fair Market Value of the Shares on the date of the relevant taxable event. You shall pay to the
Company or the Employer any amount of Tax Related Items that the Company or the Employer may be required to withhold as a
result of your participation in the Plan that are not satisfied by any of the means previously described. The Company may refuse to
deliver the Shares to you if you fail to comply with your obligations in connection with the Tax Related Items as described in this
Section.
If payment or withholding of income tax is not made within ninety (90) days of the end of the U.K. tax year in which the event giving
rise to the income tax occurs, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions)
Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by you to your Employer,
effective on the Due Date. You agree that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue &
Customs (“HMRC”), it will be immediately due and repayable, and the Company or your Employer may recover it at any time
thereafter by any of the means referred to in this Appendix.
Notwithstanding the foregoing, if you are a director or executive officer of the Company (within the meaning of Section 13(k) of the
U.S. Securities and Exchange Act of 1934, as amended), you shall not be eligible for a loan from the Company to cover the income
tax. In the event that you are a director or executive officer and income tax is not collected from or paid by you by the Due Date,
the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and national insurance
contributions (“NICs”) may be payable. You understand that you will be responsible for reporting any income tax and NICs due on
this additional benefit directly to HMRC under the self-assessment regime.
 Notwithstanding any discretion in the Plan or anything to the contrary in the Agreement, the grant
of RSUs does not provide any right for you to receive a cash payment, and the RSUs are payable in Shares only.
As a condition of participation in the Plan and
the vesting of the Award, you agree to accept any liability for secondary Class 1 NICs which may be payable by the Company
and/or the Employer in connection with the RSUs and any event giving rise to Tax-Related Items (the “Employer NICs”). Without
prejudice to the foregoing, you agree to execute a joint election with the Company, the form of such joint election being formally
approved by HMRC (the “Joint Election”), in the form set forth in Exhibit A to this Annex, and any other required consent or
election. You further agree to execute such other joint elections as may be required between you any successor to the Company
and/or the Employer. You further agree that the Company and/or the Employer may collect the Employer NICs from him or her by
any of the means set forth in this Appendix.
If you do not enter into a Joint Election prior to vesting of the Award, you will not be entitled to vest in the Shares unless and until
you enter into a Joint Election and no Shares will be issued to you under the Plan, without any liability to the Company and/or the
Employer.
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