Coach 2015 Annual Report Download - page 152

Whenever feasible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of this Agreement.
17. ANNEXES
Notwithstanding any provisions in this Agreement, the PRSU grant shall be subject to any special terms and conditions as set forth in any annex to this
Agreement. Moreover, if you relocate to one of the countries included in Annex A, the special terms and conditions for such country will apply to you, to
the extent the Company determines that the application of such terms is necessary or advisable in order to comply with local law or facilitate the
administration of the Stock Incentive Plan. The Annexes constitute part of this Agreement.
18. CODE SECTION 409A
(a)In General. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of
the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such
regulations or guidance that may be issued after the date hereof (“Section 409A” ). Notwithstanding any provision of this Agreement to the
contrary, in the event that the Company determines that any amounts payable hereunder may be subject to Section 409A, the Company may
adopt (without any obligation to do so or to indemnify you for failure to do so) such limited amendments to this Agreement and appropriate
policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or
appropriate to (i) exempt the amounts payable hereunder from Section 409A and/or preserve the intended tax treatment of the amounts payable
hereunder or (ii) comply with the requirements of Section 409A. Notwithstanding anything herein to the contrary, in no event shall any liability
for failure to comply with the requirements of Section 409A be transferred from Executive or any other individual to the Company or any of its
affiliates, employees or agents pursuant to the terms of this Agreement or otherwise.
(b)Specified Employee Separation from Service. Notwithstanding anything to the contrary in this Agreement, if you are determined to be a “specified
employee” within the meaning of Section 409A as of the date of your “separation from service” as defined in Treasury Regulation Section
1.409A-1(h) (or any successor regulation), and if any payments or entitlements provided for in this Agreement constitute a “deferral of
compensation” within the meaning of Section 409A and therefore cannot be paid or provided in the manner provided herein without subjecting
you to additional tax, interest or penalties under Section 409A, then any such payment and/or entitlement which would have been payable during
the first six months following your “separation from service” shall instead be paid or provided to you in a lump sum payment on the first business
day immediately following the six-month anniversary of your “separation from service” (or, if earlier, the date of your death).
19. DATA PRIVACY
You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your Data (as defined below) by and
among, as necessary and applicable, the Company, its subsidiaries and its affiliates for the exclusive purpose of implementing, administering and
managing your participation in the Stock Incentive Plan.
You understand that the Company may hold certain personal information about you, including, but not limited to, your name, home address and
telephone number, date of birth, social security or insurance number or other
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