Re: Employment Agreement Amendment
August
5, 2008
Xx.
Xxxxxxx X. Xxxxx
00
Xxxxxxx Xxxx
Xxx,
Xxx
Xxxx 00000
| Re: |
Employment
Agreement Amendment
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Dear
Xxxxxxx:
This
Letter Agreement confirms the understanding reached between you and Coach,
Inc.,
a Maryland corporation (the “Company”),
regarding the terms of your continued employment with the Company. This Letter
Agreement constitutes an amendment to that certain Employment Agreement by
and
between you and the Company dated as of November 8, 2005 (the “Employment
Agreement”).
This
Letter Agreement is effective August 5, 2008. Capitalized terms used in this
Letter Agreement and not defined herein shall have the meaning given such terms
in the Employment Agreement.
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1.
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Employment
Agreement Term.
You and the Company acknowledge and agree that, notwithstanding anything
to the contrary in the Employment Agreement, the Initial Term shall
end on
June 29, 2013 unless earlier terminated as provided in Section 6
of the
Employment Agreement.
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2.
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Annual
Base Salary.
Effective as of September 1, 2008, your Annual Base Salary shall
be
payable at a rate of $850,000 per year. For the avoidance of doubt,
the
Maximum Bonus and Target Bonus with respect to any Coach fiscal year
shall
be calculated as a percentage of the base salary actually paid to
you with
respect to such fiscal year.
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3.
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Retention
Options.
On August 5, 2008, or if later, the date you execute this Letter
Agreement
(the “Grant
Date”),
you shall be granted a number of Retention Options (rounded to the
nearest
whole number) equal to (a) $3.75 million divided by (b) the product
of (i)
60% and (ii) the Fair Market Value (as defined in the Coach, Inc.
2004
Stock Incentive Plan) of a share of Common Stock on the grant date,
which
shall be evidenced by a Retention Stock Option Agreement to be entered
into by and between you and the Company in substantially the form
attached
hereto as Exhibit
B.
As set forth in Section 5(c)(ii) of the Employment Agreement, the
Retention Options shall have an exercise price equal to the fair
market
value per share of Common Stock as of the Grant Date and shall have
a term
of 10 years. The Retention Options shall become exercisable in three
cumulative installments as follows: (A) the first installment shall
consist of 20% of the shares of Common Stock covered by the Retention
Options and shall become vested and exercisable on July 2, 2011,
(B) the
second installment shall consist of 20% of the shares of Common Stock
covered by the Retention Options and shall become vested and exercisable
on June 30, 2012 and (C) the third installment shall consist of 60%
of the
shares of Common Stock covered by the Retention Options and shall
become
exercisable on June 29, 2013;
provided,
that, except as otherwise provided in Section 7 of the Employment
Agreement or in the applicable Retention Stock Option Agreement,
no
portion of the Retention Options not then exercisable shall become
exercisable following your termination of employment for any reason.
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4.
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Retention
RSUs.
On the Grant Date, you shall be granted a number of Retention RSUs
(rounded to the nearest whole number) equal to (a) $3.75 million
divided
by (b) the Fair Market Value (as defined in the Coach, Inc. 2004
Stock
Incentive Plan) of a share of Common Stock on the grant date, which
shall
be evidenced by a Retention RSU Agreement to be entered into by and
between you and the Company in substantially the form attached hereto
as
Exhibit
C.
The Retention RSUs shall become vested with respect to 20% of the
Retention RSUs on each of July 2, 2011 and June 30, 2012 and with
respect
to 60% of the Retention RSUs on June 29, 2013; provided,
that, except as otherwise provided in Section 7 of the Employment
Agreement or in the Retention RSU Agreement, no Retention RSUs not
then
vested shall become vested following your termination of
employment.
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5.
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Competitive
Business.
You and the Company acknowledge and agree that the list of Competitive
Businesses in effect as of August 5, 2008 is attached hereto as
Exhibit
A,
and you and the Company acknowledge and agree that such list may
be
changed by the Committee in accordance with the terms of the Employment
Agreement.
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6.
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Employment
Agreement.
You and the Company acknowledge and agree that, except as provided
by this
Letter Agreement, the Employment Agreement shall remain in full force
and
effect.
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7.
|
Section
409A.
You and the Company acknowledge and agree that, to the extent applicable,
this Letter Agreement shall be interpreted in accordance with, and
you and
the Company agree to use best efforts to achieve timely compliance
with,
Section 409A of the Internal Revenue Code and the Department of Treasury
Regulations and other interpretive guidance issued thereunder
(collectively, “Section
409A”),
including without limitation any such regulations or other guidance
that
may be issued after the date hereof. Notwithstanding any provision
of this
Letter Agreement to the contrary, in the event that the Company determines
that any compensation or benefits payable or provided under this
Letter
Agreement 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 Letter Agreement and appropriate policies
and
procedures, including amendments and policies with retroactive effect,
that the Company reasonably determines are necessary or appropriate
to (a)
exempt the compensation and benefits payable under this Letter Agreement
from Section 409A and/or preserve the intended tax treatment of the
compensation and benefits provided with respect to this Letter Agreement
or (b) comply with the requirements of Section 409A. Notwithstanding
anything herein to the contrary, if at the time of your termination
of
employment you are a “specified employee” as defined in Section 409A (and
any related regulations or other pronouncements thereunder) and the
deferral of any payments otherwise payable hereunder as a result
of such
termination of employment is necessary in order to prevent any accelerated
or additional tax under Section 409A, then the Company shall defer
such
payments (without any reduction in such payments ultimately paid
or
provided to you) until the date that is six months following your
termination of employment (or the earliest date as is permitted under
Section 409A).
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[signature
page follows]
2
Please
indicate your acceptance of the terms and provisions of this Letter Agreement
by
signing both copies of this Letter Agreement and returning one copy to me.
The
other copy is for your files. By signing below, you acknowledge and agree that
you have carefully read this Letter Agreement in its entirety; fully understand
and agree to its terms and provisions; and intend and agree that it be final
and
legally binding on you and the Company. This Letter Agreement shall be governed
and construed under the internal laws of the State of New York and may be
executed in several counterparts.
Very
truly yours,
COACH,
INC.
By:
_________________________________
Xxxxx Xxxx
Senior VP, Human Resources
Agreed
and Accepted:
____________________________________
Xxxxxxx
Xxxxx
3
Exhibit
A
Competitive
Businesses
The
following entities, together with their respective subsidiaries, parent entities
and other affiliates, have been designated by the Committee as Competitive
Businesses as of August 5, 2008: American Eagle Outfitters, Inc.; Burberry
Group
PLC; Club 21 Retail Holdings Pte. Ltd.; Nike, Inc.; Gap, Inc.; Gucci Group/PPR;
J. Crew Group, Inc.; Xxxxx Apparel Group. Inc.; Xxxxxxx Xxxx Productions, Inc.;
Limited Brands, Inc.; Liz Claiborne, Inc.; LVMH Moet Xxxxxxxx Xxxxx Vuitton
SA;
Xxxxxxx Xxxx (USA), Inc.; Philips Van Heusen Corporation; Xxxx Xxxxx Xxxxxx
Corporation; Prada S.p.A.; The Timberland Company; Xxxxx Xxxxxxxx Corporation;
Xxxx Xxxxx LLC; Tumi, Inc.
Exhibit
B
COACH,
INC.
2004
Stock Incentive Plan
Retention
Option Grant Notice and Agreement
Xxxxxxx
Xxxxx
Coach,
Inc. (the “Company”)
is
pleased to confirm that you have been granted a stock option (the “Option”),
effective as of August
5,
2008 (the “Grant
Date”),
as
provided in this agreement (the “Agreement”).
The
Option evidenced by this Agreement is the “Retention
Option”
as
defined in that certain Employment Agreement entered into by and between you
and
the Company effective as of August 5, 2008 (the “Employment
Agreement”).
1. Option
Right.
Your
Option is to purchase, on the terms and conditions set forth below, the
following number of shares (the “Option
Shares”)
of the
Company’s Common Stock, par value $.01 per share (the “Common
Stock”),
at
the exercise price specified below (the “Exercise
Price”).
|
Number
of Option Shares
|
Exercise
Price Per
Option
Share
|
||
|
Shares
Granted
|
[
]1
|
[
]
|
2. Option.
This
Option is a non-qualified stock option that is intended to conform in all
respects with the Company’s 2004 Stock Incentive Plan (the “Plan”),
a
copy of which will be supplied to you upon your request, and the provisions
of
which are incorporated herein by reference. This Option is not intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.
3. Expiration
Date.
This
Option expires on the tenth (10th) anniversary of the Grant Date (the
“Expiration
Date”),
subject to earlier expiration upon your death, disability or other termination
of employment, as provided in Section 5 below.
4. Vesting.
This
Option may be exercised only to the extent it has vested. Subject to Section
5
below, if you are continuously employed by the Company or any of its affiliates
(collectively, the “Coach
Companies”)
from
the Grant Date until (a) July 2, 2011, this Option will vest with respect to
20%
of the Option Shares as of such date, (b) June 30, 2012, this Option will vest
with respect to 20% of the Option Shares as of such date, and (c) June 29,
2013,
this Option will vest with respect to the remaining 60% of the Option Shares
as
of such date.
1
Number
(rounded to the nearest whole number) equal to (a) $3.75 million divided
by (b)
the product of (i) 60% and (ii) the Fair Market Value (as defined in
the Coach,
Inc. 2004 Stock Incentive Plan) of a share of Common Stock on the Grant
Date.
5. Termination
of Employment.
(a) Death
or Disability.
If you
cease active employment with the Company because of your death or “Disability”
(as
defined in the Employment Agreement), any portion of this Option that is not
vested and exercisable as of the date of such termination shall thereupon be
forfeited; provided,
that in
the alternative the Human Resources Committee (the “Committee”)
of the
Company’s Board of Directors may, in its sole discretion, cause all or any
portion of this Option then held by you to become vested and exercisable
effective as of the date of such termination. In the event that your employment
terminates due to your death or Disability, the last day on which any vested
Options may be exercised shall be the earlier of (i) the Expiration Date, or
(ii) the fifth anniversary of your death or Disability.
(b) Termination
without Cause or for Good Reason.
Except
as otherwise provided in Section 5(d) with respect to certain terminations
of
employment in connection with a Change in Control, if your employment is
terminated by the Company without “Cause”
(as
defined in the Employment Agreement) or by you for “Good
Reason”
(as
defined in the Employment Agreement), then (i) any portion of this Option that
is not vested and exercisable as of the date of such termination shall continue
to become exercisable as of the dates set forth in Section 4 and (ii) the last
day on which this Option may be exercised shall be the Expiration
Date.
(c) Termination
for Cause or without Good Reason.
If your
employment is terminated by the Company for Cause or by you without Good Reason
(including without limitation by reason of your retirement), then (i) any
portion of this Option that is not vested and exercisable as of the date of
such
termination shall thereupon be forfeited and (ii) the vested portion of this
Option shall terminate (A) if your employment is terminated by the Company
for
Cause, then this Option shall terminate on the date your employment terminates,
(B) if your employment is terminated by you without Good Reason (including
without limitation by reason of your retirement) prior to June 29, 2013, then
this Option shall terminate on the earlier of (x) the Expiration Date, or
(y) the 90th
day
following the date of your termination of employment, or (C) if your employment
is terminated by you without Good Reason (including without limitation by reason
of your retirement) on or following June 29, 2013, then this Option shall
terminate on the Expiration Date.
(d) Certain
Terminations of Employment in connection with a Change in
Control.
Notwithstanding Section 5(b), if your employment is terminated by the Company
without Cause or by you for Good Reason within six months prior to a
“Change
in Control”
(as
defined in the Employment Agreement) or during the 12 month period immediately
following such Change in Control, then (i) this Option shall become fully vested
and exercisable with respect to all shares subject thereto effective immediately
prior to the date of such termination, and (ii) the last day on which this
Option may be exercised shall be the Expiration Date.
6. Exercise.
This
Option may be exercised (subject to the restrictions contained in this
Agreement) in whole or in part for the number of shares specified in a verbal
or
written notice that is delivered to the Company or its designated agent and
is
accompanied by full payment of the Exercise Price for such number of Option
Shares in cash, or by surrendering or attesting to the ownership of shares
of
Common Stock, or a combination of cash and shares of Common Stock, in an amount
or having a combined value equal to the aggregate Exercise Price for such Option
Shares. In connection with any payment of the Exercise Price by surrender or
attesting to the ownership of shares of Common Stock, proof acceptable to the
Company shall be submitted upon request that such previously acquired shares
have been owned by you for at least six (6) months prior to the date of
exercise.
2
7. Forfeiture.
Notwithstanding anything contained in this Agreement to the contrary, this
Option shall be subject to Section 11 of the Employment Agreement. Accordingly,
if you (a) violate any of the covenants set forth in Section 9(a) or 9(b) of
the
Employment Agreement, or (b) materially violate any of the covenants set forth
in Section 9(c), 9(e) or 9(f) of the Employment Agreement, then pursuant to
Section 11 of the Employment Agreement, then (i) any portion of this Option
that
has not been exercised prior to the date of such breach shall thereupon be
forfeited and (ii) you shall be required to pay to the Company the amount of
all
Retention Option Gain (as defined in the Employment Agreement). You shall also
be required to pay to the Company the amount of all Retention Option Gain upon
the occurrence of those certain events described in Section 11(b) of the
Employment Agreement.
8. Rights
as a Stockholder.
You
will have no right as a stockholder with respect to any Option Shares until
and
unless ownership of such Option Shares has been transferred to you.
9. Option
Not Transferable.
This
Option will not be assignable or transferable by you, other than by a qualified
domestic relations order or by will or by the laws of descent and distribution,
and will be exercisable during your lifetime only by you (or your legal guardian
or personal representative). If this Option remains exercisable after your
death, subject to Sections 1, 5 and 6 above, it may be exercised by the personal
representative of your estate or by any person who acquires the right to
exercise such Option by bequest, inheritance or otherwise by reason of your
death.
10. Transferability
of Option Shares.
Option
Shares generally are freely tradable in the United States. However, you may
not
offer, sell or otherwise dispose of any Option Shares in a way which would:
(a)
require the Company to file any registration statement with the Securities
and
Exchange Commission (or any similar filing under state law or the laws of any
other country) or to amend or supplement any such filing or (b) violate or
cause
the Company to violate the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, any other state or federal law, or the
laws
of any other country. The Company reserves the right to place restrictions
required by law on Common Stock received by you pursuant to this
Option.
11. Conformity
with the Plan.
This
Option is intended to conform in all respects with, and is subject to applicable
provisions of, the Plan. Inconsistencies between this Agreement and the Plan
shall be resolved in accordance with the terms of the Plan. By your acceptance
of this Agreement, you agree to be bound by all of the terms of this Agreement
and the Plan.
3
12. No
Rights to Continued Employment.
Nothing
in this Agreement confers any right on you to continue in the employ of the
Coach Companies or affects in any way the right of any of the Coach Companies
to
terminate your employment at any time with or without cause.
13. Miscellaneous.
(a) Amendment
or Modifications.
The
grant of this Option is documented by the minutes of the Committee, which
records are the final determinant of the number of shares granted and the
conditions of this grant. The Committee may amend or modify this Option in
any
manner to the extent that the Committee would have had the authority under
the
Plan initially to grant such Option, 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.
(b) 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. Notwithstanding the foregoing, any matter also
covered by, or dependent upon any interpretation under, the Employment Agreement
shall be resolved pursuant to the arbitration provisions of Section 20
thereof.
(c) 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.
(d) Severability.
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.
4
14. Section
409A.
The
parties acknowledge and agree that, to the extent applicable, this Agreement
shall be interpreted in accordance with, and the parties agree to use their
best
efforts to achieve timely compliance with Section 409A of the Internal Revenue
Code of 1986, as amended, and the Department of Treasury Regulations and other
interpretive guidance issued thereunder (“Section
409A”),
including
without limitation any such regulations or other guidance that may be issued
after the date hereof. 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 (a) exempt the compensation and benefits payable under this
Agreement from Section 409A and/or preserve the intended tax treatment of the
compensation and benefits provided with respect to this Agreement or (b) comply
with the requirements of Section 409A. Notwithstanding
anything herein to the contrary, if at the time of your termination of
employment you are a “specified employee” as defined in Section 409A (and any
related regulations or other pronouncements thereunder) and the deferral of
any
payments otherwise payable hereunder as a result of such termination of
employment is necessary in order to prevent any accelerated or additional tax
under Section 409A, then the Company shall defer such payments (without any
reduction in such payments ultimately paid or provided to you) until the date
that is six months following your termination of employment (or the earliest
date as is permitted under Section 409A).
[signature
page follows]
5
In
witness whereof, the parties hereto have executed and delivered this
agreement.
COACH,
INC.
______________________________________________
Xxxxx
Xxxx
Senior
Vice President, Human Resources
Date:
August 5, 2008
I
acknowledge that I have read and understand the terms and conditions of this
Agreement and of the Plan and I agree to be bound thereto.
OPTIONEE:
______________________________________________
Xxxxxxx
Xxxxx
Employee
ID#: ________________________________________
Date:
August 5, 2008
6
EXHIBIT
C
COACH,
INC.
2004
Stock Incentive Plan
Retention
Restricted Stock Unit Award Grant Notice and Agreement
Xxxxxxx
Xxxxx
Coach,
Inc. (the “Company”)
is
pleased to confirm that you have been granted a restricted stock unit award
(the
“Award”),
effective as of August 5, 2008 (the “Award
Date”),
as
provided in this agreement (the “Agreement”)
pursuant to the Coach, Inc. 2004 Stock Incentive Plan (the “Plan”).
The
restricted stock units (“RSUs”)
subject to this Award are the “Retention
RSUs”
as
defined in that certain Employment Agreement entered into by and between you
and
the Company effective as of August 5, 2008 (the “Employment
Agreement”).
1. Award.
Subject
to the restrictions, limitations and conditions as described below, the Company
hereby awards to you as of the Award Date:
[
]2
RSUs
which
are
considered Awards of Restricted Stock under the Plan. Each RSU represents the
right to receive one share of Coach, Inc. 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 will remain restricted and may not be sold or transferred by you until
they
have become vested pursuant to the terms of this Agreement. Subject to Section
4
below (a) 20% of the RSUs shall become vested on each of July 2, 2011 and June
30, 2012 and (b) the remaining 60% of the RSUs shall become vested on June
29,
2013. Each of July 2, 2011, June 30, 2012 and June 29, 2013 shall be referred
to
herein as a “Vesting
Date.”
3. Distribution
of the Award.
As soon
as reasonably practicable following each Vesting Date, the Human Resources
Committee (the “Committee”)
of the
Company’s Board of Directors will release the portion of the Award that has
become vested as of such Vesting Date. Applicable withholding taxes will be
settled by withholding a number of shares of Coach, Inc. common stock with
a
market value equal to the amount of such taxes (as determined based on the
minimum statutory withholding rates then in effect) or by remitting a cash
payment to the Company in the amount necessary to satisfy applicable withholding
obligations (or by a combination of the foregoing).
2
Number
(rounded to the nearest whole number) equal to (a) $3.75 million divided
by (b)
the Fair Market Value (as defined in the Coach, Inc. 2004 Stock Incentive
Plan)
of a share of Common Stock on the Award Date.
4. Termination
of Employment.
(a) Death
or Disability.
If you
cease active employment with the Company because of your death or “Disability”
(as
defined in the Employment Agreement), any portion of the Award that has not
become vested on or prior to the date of such termination shall thereupon be
forfeited; provided,
that in
the alternative the Committee may, in its sole discretion, cause all or any
portion of the Award to become vested effective as of the date of such
termination.
(b) Termination
without Cause or for Good Reason.
Except
as otherwise provided in Section 4(d) with respect to certain terminations
of
employment in connection with a Change in Control, if your employment is
terminated by the Company without “Cause”
(as
defined in the Employment Agreement) or by you for “Good
Reason”
(as
defined in the Employment Agreement), then any portion of the Award that has
not
become vested on or prior to the date of such termination shall continue to
become vested as of the dates set forth in Section 2.
(c) Termination
for Cause or without Good Reason.
If your
employment is terminated by the Company for Cause or by you without Good Reason
(including without limitation by reason of your retirement), then any portion
of
the Award that has not become vested on or prior to the date of such termination
shall thereupon be forfeited.
(d) Certain
Terminations of Employment in connection with a Change in
Control.
Notwithstanding Section 4(b), if your employment is terminated by the Company
without Cause or by you for Good Reason within six months prior to a
“Change
in Control”
(as
defined in the Employment Agreement) or during the 12 month period immediately
following such Change in Control, then the Award shall become fully vested
effective immediately prior to the date of such termination.
5. Forfeiture.
Notwithstanding anything contained in this Agreement to the contrary, the Award
shall be subject to Section 11 of the Employment Agreement. Accordingly, if
you
(a) violate any of the covenants set forth in Section 9(a) or 9(b) of the
Employment Agreement, or (b) materially violate any of the covenants set forth
in Section 9(c), 9(e) or 9(f) of the Employment Agreement, then pursuant to
Section 11 of the Employment Agreement (i) any portion of the Award that has
not
become vested prior to the date of such breach shall thereupon be forfeited
and
(ii) you shall be required to pay to the Company the amount of all “Retention
R SU Gain”
(as
defined in the Employment Agreement). You shall also be required to pay to
the
Company the amount of all Retention RSU Gain upon the occurrence of those
certain events described in Section 11(b) of the Employment
Agreement.
6. Award
Not Transferable.
The
Award will not be assignable or transferable by you, other than by a qualified
domestic relations order or by will or by the laws of descent and distribution,
and will be exercisable during your lifetime only by you (or your legal guardian
or personal representative).
7. Transferability
of Award Shares.
The
shares you will receive under the Award on or following the applicable Vesting
Date generally are freely tradable in the United States. However, you may not
offer, sell or otherwise dispose of any shares in a way which would:
(a) require the Company to file any registration statement with the
Securities and Exchange Commission (or any similar filing under state law or
the
laws of any other country) or to amend or supplement any such filing or (b)
violate or cause the Company to violate the Securities Act of 1933, as amended,
the rules and regulations promulgated thereunder, any other state or federal
law, or the laws of any other country. The Company reserves the right to place
restrictions required by law on any shares of Coach, Inc. common stock received
by you pursuant to the Award.
8
8. Conformity
with the Plan.
The
Award is intended to conform in all respects with, and is subject to applicable
provisions of, the Plan. Inconsistencies between this Agreement and the Plan
shall be resolved in accordance with the terms of the Plan. By your acceptance
of this Agreement, you agree to be bound by all of the terms of this Agreement
and the Plan.
9. No
Rights to Continued Employment.
Nothing
in this Agreement confers any right on you to continue in the employ of the
Coach Companies or affects in any way the right of any of the Coach Companies
to
terminate your employment at any time with or without cause.
10. Miscellaneous.
(a) Amendment
or Modifications.
The
grant of the Award is documented by the minutes of the Committee, which records
are the final determinant of the number of shares granted and the conditions
of
this 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 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.
(b) 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. Notwithstanding the foregoing, any matter covered
by, or dependent upon any interpretation under, the Employment Agreement shall
be resolved pursuant to the arbitration provisions of Section 20
thereof.
(c) 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.
9
(d) Severability.
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.
11. Section
409A.
The
parties acknowledge and agree that, to the extent applicable, this Agreement
shall be interpreted in accordance with, and the parties agree to use their
best
efforts to achieve timely compliance with Section 409A of the Internal Revenue
Code of 1986, as amended, and the Department of Treasury Regulations and other
interpretive guidance issued thereunder (“Section
409A”),
including
without limitation any such regulations or other guidance that may be issued
after the date hereof. 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 (a) exempt the compensation and benefits payable under this
Agreement from Section 409A and/or preserve the intended tax treatment of the
compensation and benefits provided with respect to this Agreement or (b) comply
with the requirements of Section 409A. Notwithstanding
anything herein to the contrary, if at the time of your termination of
employment you are a “specified employee” as defined in Section 409A (and any
related regulations or other pronouncements thereunder) and the deferral of
any
payments otherwise payable hereunder as a result of such termination of
employment is necessary in order to prevent any accelerated or additional tax
under Section 409A, then the Company shall defer such payments (without any
reduction in such payments ultimately paid or provided to you) until the date
that is six months following your termination of employment (or the earliest
date as is permitted under Section 409A).
[signature
page follows]
10
In
witness whereof, the parties hereto have executed and delivered this
agreement.
COACH,
INC.
______________________________________________
Xxxxx
Xxxx
Senior
Vice President, Human Resources
Date:
August 5, 2008
I
acknowledge that I have read and understand the terms and conditions of this
Agreement and of the Plan and I agree to be bound thereto.
AWARD
RECIPIENT:
______________________________________________
Xxxxxxx
Xxxxx
Employee
ID#:_________________________________________
Date:
August 5, 2008
11
