Coach 2015 Annual Report Download - page 151

Moet Hennessy Louis Vuitton SA; Michael Kors Holdings Limited; PVH Corp.; Prada, S.p.A.; Proenza Schouler; Rag & Bone; Ralph Lauren
Corporation; Tory Burch LLC; Tumi Holdings, Inc.; V.F. Corporation.
The following entities, together with their respective subsidiaries, parent entities and other affiliates, have been designated by the Committee as
Competitive Businesses as of the date of this Agreement for Company employees employed by the retail businesses operated by the Company
(either directly or in a joint venture) outside of North America (regardless of the employee’s geographic place of work or residence):
adidas AG; Burberry Group PLC; Chanel S.A.; Cole Haan LLC; Club 21 Pte. Ltd.; Compagnie Financiere Richemont SA; Fast Retailing Co., Ltd.;
Fifth & Pacific Companies, Inc.; Furla S.p.A.; The Gap, Inc.; H & M Hennes & Mauritz AB; Hermes International SA; Industria de Diseño Textil,
S.A.; Kering; LVMH Moet Hennessy Louis Vuitton SA; Michael Kors Holdings Limited; PVH Corp.; Prada, S.p.A.; Ralph Lauren Corporation;
Salvatore Ferragamo S.p.A.; Tory Burch; Tod’s S.p.A.
12. ENTIRE AGREEMENT
This Agreement and the Stock Incentive Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof. They
supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject
matter hereof.
13. AMENDMENT AND MODIFICATION
The grant of the Award (and the allocation of PRSUs for any Performance Period) is documented by the minutes of the Committee, which records are the
final determinant of the number of PRSUs granted in any Performance Period and the conditions of any such grant. The Committee may amend or modify
the Award in any manner to the extent that the Committee would have had the authority under the Stock Incentive Plan initially to grant such Award;
provided that no such amendment or modification shall directly or indirectly impair or otherwise adversely affect your rights under this Agreement
without your prior written consent. Except as in accordance with the two immediately preceding sentences, this Agreement may be amended, modified or
supplemented only by an instrument in writing signed by both parties hereto.
14. GOVERNING LAW
All matters regarding or affecting the relationship of the Company and its stockholders shall be governed by the General Corporation Law of the State of
Maryland. All other matters arising under this Agreement shall be governed by the internal laws of the State of New York, including matters of validity,
construction and interpretation. You and the Company agree that all claims in respect of any action or proceeding arising out of or relating to this
Agreement shall be heard or determined in any state or federal court sitting in New York, New York and you and the Company agree to submit to the
jurisdiction of such courts, to bring all such actions or proceedings in such courts and to waive any defense of inconvenient forum to such actions or
proceedings. A final judgment in any action or proceeding so brought shall be conclusive and may be enforced in any manner provided by law.
15. SUCCESSORS AND ASSIGNS
Except as otherwise provided herein, this Agreement will bind and inure to the benefit of the respective successors and permitted assigns and heirs and
legal representatives of the parties hereto whether so expressed or not.
16. SEVERABILITY
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