Coach 2015 Annual Report Download - page 167

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EXHIBIT 10.25
Amended and Restated Coach, Inc. 2010 Stock Incentive Plan
Restricted Stock Unit Grant Notice and Agreement
For Outside Directors
NAME
Coach, Inc. (the “Company”) is pleased to confirm that you have been granted a restricted stock unit award (the “Award”),
effective as of GRANT DATE (the “Award Date”), as provided in this agreement (the “Agreement”) pursuant to the Amended and
Restated Coach, Inc. 2010 Stock Incentive Plan, as amended (the “Plan”).
1. Award. Subject to the restrictions, limitations and conditions as described below, the Company hereby awards to you as of
the Award Date:
# of RSUs restricted stock units (“RSUs”)
Each RSU represents the right to receive one share (an “Award Share”) of the Company’s Common Stock, par value $.01 per share
(the “Common Stock”) upon the satisfaction of terms and conditions set forth in this Agreement and the Plan. While the restrictions are
in effect, the RSUs are not transferable by the Participant by means of sale, assignment, exchange, pledge, or otherwise.
2. Vesting. The RSUs shall become vested on the date that is the earlier of the Company’s next regular annual meeting of
shareholders or twelve months after the grant date (the “Vesting Date”); provided, that, subject to paragraph 3 below, you remain in
continuous service as a Director of the Company during the period beginning on the Award Date and ending on the Vesting Date.
3. Death or Total Disability. If you cease active service with the Company’s Board of Directors prior to the Vesting Date
because of your death or Permanent and Total Disability (as defined below), this Award will continue to vest in accordance with the
schedule set forth in paragraph 2. For purposes of the foregoing, “Permanent and Total Disability” means that you are unable to
engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months.
4. Distribution of the Award.
(a) In General. Except as set forth in paragraph 4(b), on each Vesting Date, the Company shall, subject to section
10.5(b) of the Plan, transfer to you all of the Award Shares subject to the Award.
(b) Election to Defer. Notwithstanding paragraph 4(a), you shall have the right to elect to defer receipt of some or all
of the Award Shares that would otherwise be transferred to you on the Vesting Date pursuant to the Plan. Any such election
shall be made in accordance with the terms of the RSU Deferral Election Form in substantially
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