Coach 2015 Annual Report Download - page 161

UNITED KINGDOM
Disapplication of Retirement Provisions in Section 4 of this Agreement.
The provisions set forth in Section 4 of this Agreement regarding continued vesting following termination of employment with the Coach Companies due to
Retirement do not apply to Participants in the United Kingdom. In the event of such termination, the provisions set forth in Section 5(b) regarding voluntary
termination of employment shall govern.
The following provisions supplement Section 3 of the Agreement:
Distribution of the Award. Regardless of any action the Company or any Affiliate employing you (the “Employer”) take with respect to any or all federal,
state, local or foreign income tax, social insurance, payroll tax, payment on account or other tax related items (“Tax Related Items”), you acknowledge that
the ultimate liability for all Tax Related Items associated with the RSUs is and remains your responsibility and that the Company and/or the Employer
(i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the RSUs, including, but not
limited to, the grant or vesting of the RSUs, the delivery of the Shares, the subsequent sale of Shares acquired at vesting and the receipt of any dividends or
dividend equivalents; and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate your liability for Tax Related
Items. Further, if you have relocated to a different jurisdiction between the date of grant and the date of any taxable event, you acknowledge that the
Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one
jurisdiction.
Prior to the relevant taxable event, you shall pay or make adequate arrangements satisfactory to the Company and/or the Employer (in its sole discretion) to
satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, in their sole discretion, to satisfy the obligations with regard to
all Tax Related Items legally payable by you by one or a combination of the following: (i) require you to pay Tax-Related Items in cash with a cashier’s
check or certified check; (ii) withholding cash from your wages or other compensation payable to you by the Company and/or the Employer; (iii) arranging
for the sale of Shares otherwise issuable to you upon vesting of the RSUs (on your behalf and at your direction pursuant to this authorization); (iv)
withholding from the proceeds of the sale of Shares acquired upon vesting of the RSUs; or (v) withholding in Shares otherwise issuable to you, provided that
the Company withholds only the amount of Shares 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.
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