Exhibit 10.11
COACH, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
(Amended and Restated as of October 21, 2002)
ARTICLE I
INTRODUCTION
1.1 The Plan and Its Effective Date. The Coach, Inc.
Executive Deferred Compensation Plan was originally established as of June 1,
2000 (the "Effective Date"). In furtherance of the purposes of said plan and in
order to amend said plan in certain respects, the plan has been amended and
restated in its entirety, effective as of October 21, 2002. Such amendment and
restatement constitutes a complete amendment, restatement and continuation of
the Coach, Inc. Executive Deferred Compensation Plan (as amended and restated,
the "Plan").
1.2 Purpose. The Plan is established by Coach, Inc., a
Maryland corporation (the "Company"), to enable Eligible Employees (as defined
in Section 2.1) to defer future compensation from the Company or an Employer (as
defined in Section 6) and to permit such employees to elect to transfer all
amounts deferred and not yet paid under the Sara Lee Corporation Executive
Deferred Compensation Plan (the "Prior Plan") to the Plan. To the extent that an
Eligible Employee elects a transfer of all amounts deferred and not yet paid
under the Prior Plan to the Plan, the provisions of the Plan amend and supercede
the provisions of the Prior Plan; provided, that elections and beneficiary
designations made by such Eligible Employee under the Prior Plan shall remain in
effect under the Plan, except as specifically provided in subsection 2.2(i)
below. The Plan is intended to be a top-hat plan described in Section 201(2) of
the Employee Retirement Income Security Act of 1974 ("ERISA").
1.3 Administration. The Plan shall be administered by the
Company's Board of Directors (the "Board") or such committee or subcommittee of
the Board to whom the Board may delegate its authority to administer the Plan
(the Board, or such committee or subcommittee shall be referred to herein as the
"Administrator"). Unless otherwise determined by the Board, the Administrator
shall be the Compensation and Employee Benefits Committee of the Board. The
Administrator shall have the powers set forth in the Plan and the power to
interpret its provisions. Any decisions of the Administrator shall be final and
binding on all persons with regard to the Plan. The Administrator may delegate
its authority hereunder to any officer or officers of the Company as it may deem
appropriate.
1.4 Plan Year. The Plan shall be administered on the
basis of the calendar year (the "Plan Year").
ARTICLE II
PARTICIPATION AND DEFERRAL ELECTIONS
2.1 Eligibility and Participation. Subject to the
conditions and limitations of the Plan, all officers and other key employees of
the Company designated by the Administrator shall be eligible to participate in
the Plan ("Eligible Employees"). Notwithstanding any other provision of this
Plan, the term Eligible Employee shall not include any individual classified by
the Company as an independent contractor or as a leased employee, regardless of
(a) whether
such individual is or has been treated as an employee of the Company for any
other purpose and (b) any subsequent reclassification of any such individual as
an employee of the Company by the Internal Revenue Service or in connection with
a settlement with the Internal Revenue Service or otherwise. Any Eligible
Employee who makes a Deferral Election as described in Section 2.2 below shall
become a participant in the Plan ("Participant") and shall remain a Participant
until the entire balance of his Deferral Account (defined in Section 3.1 below)
is distributed to him.
2.2 Rules for Deferral Elections. Any Eligible Employee
may make irrevocable elections to defer receipt of the amounts described in
Section 2.3 below (each such election shall be referred to as a "Deferral
Election" and the amount deferred pursuant to such an election the "Deferral")
for a Plan Year in accordance with the rules set forth below.
(a) An Eligible Employee shall be eligible to make a
Deferral Election only if he is an active, regular, full-time employee of an
Employer on the date such election is made.
(b) For each Plan Year, an Eligible Employee may make no
more than one Deferral Election for the Eligible Employee's Annual Bonus and
such number of Deferral Elections with respect to the Eligible Employee's Annual
Base Salary as the Administrator may prescribe.
(c) Subject to the following, all Deferral Elections must
be made in such manner as the Administrator may prescribe and must be received
by the Administrator or its delegate no later than the date specified by the
Administrator (the "Election Deadline").In no event will the Election Deadline
be later than: (A) for any Plan Year (other than the Plan Year in which an
individual first becomes an Eligible Employee), the end of the Plan Year
preceding the Plan Year in which the compensation is anticipated to be paid, or
(B) for the Plan Year in which an individual first becomes an Eligible Employee,
the thirtieth (30th) day following the date such individual first becomes an
Eligible Employee.
(d) As part of each Deferral Election, the Eligible
Employee must specify the date on which the Deferral will be paid (the
"Distribution Date"). The Distribution Dates specified in an Eligible Employee's
Deferral Elections may, but need not necessarily, be the same for all Deferrals.
Except as provided in subsection (f) and Section 4.12 below, each Distribution
Date is irrevocable and shall apply only to that portion of the Participant's
Deferral Account which is attributable to the Deferral.
(e) The Distribution Date selected by an Eligible
Employee shall not be earlier than the January 1 immediately following the first
anniversary of the date on which the Deferral Election is made.
(f) A Participant may make an irrevocable election to
extend a Distribution Date (a "Re-Deferral Election"); provided, that no
Re-Deferral Election shall be effective unless (i) the Administrator receives
the election prior to the Election Deadline of the Plan Year preceding the Plan
Year in which the Distribution Date to be changed occurs, and (ii) the new
Distribution Date is not earlier than the January 1 immediately following the
first anniversary of the date the Re-Deferral Election is made. All Re-Deferral
Elections must be made in such manner and pursuant to such rules as the
Administrator may prescribe.
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(g) As part of each Deferral Election, an Eligible
Employee must elect the manner in which the Deferral will be paid beginning on
the selected Distribution Date. The Deferral may be paid in a single lump sum or
in substantially equal annual installments over a period not exceeding ten (10)
years as provided under Section 4.1. Except as provided in Section 4.1, an
Eligible Employee's election as to the manner of payment shall be irrevocable.
If the Participant elects an installment method of payment the Distribution Date
must be as of January 1.
(h) A Deferral Election shall be irrevocable; provided,
that if the Administrator determines that a Participant has an Unforeseeable
Financial Emergency (as defined in Section 4.7), then the Participant's Deferral
Elections then in effect shall be revoked with respect to all amounts not
previously deferred.
(i) Any Eligible Employee who was a participant in the
Prior Plan on the Effective Date may elect to transfer his or her Prior Plan
Deferral Account to the Plan at such time and in accordance with such rules as
may be established by the Administrator. Amounts transferred under this
subsection shall be subject to the Deferral Election and any beneficiary
designation made under the Prior Plan and shall be treated as a separate
Deferral for all purposes of this Plan.
2.3 Amounts Deferred. An Eligible Employee may make a
Deferral Election to defer receipt of the following amounts:
(a) All or any portion of the Eligible Employee's annual
bonus for a year due under an annual bonus plan or any other short-term
incentive plan of the Company or an Employer (an "Annual Bonus").
(b) All or any portion of the Eligible Employee's Annual
Base Salary. "Annual Base Salary" shall mean the regular rate of compensation to
be paid to the Eligible Employee for services rendered during the Plan Year
excluding severance or termination payments, commissions, foreign service
payments, payments for consulting services and such other unusual or
extraordinary payments as the Administrator may determine.
(c) Such other bonuses and incentive payments (including
without limitation the award or vesting of any Restricted Stock Units or similar
awards) under any plan or arrangement established by the Company or an Employer
as the Administrator may designate as compensation eligible for deferral under
this Plan in such increments and subject to such limitations and restrictions as
the Administrator may establish.
ARTICLE III
DEFERRAL ACCOUNTS
3.1 Deferral Accounts. All amounts deferred pursuant to a
Participant's Deferral Elections under the Plan shall be allocated to a
bookkeeping account in the name of the Participant ("Deferral Account") and the
Administrator shall maintain a separate subaccount under a Participant's
Deferral Account for each Deferral. Deferrals shall be credited to the Deferral
Account as of the business day coinciding with or next following the date on
which, in the absence of a Deferral Election (a "Deferral Crediting Date"), the
Participant would otherwise have received the Deferral.
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3.2 Investment of Deferral Account.
(a) A Participant must make an investment election at the
time of each Deferral Election. The investment election must be made in writing
on such forms and pursuant to such rules as the Administrator may prescribe,
subject to paragraph 3.3, and shall designate the portion of the Deferral which
is to be treated as invested in each investment alternative. The two investment
alternatives shall be as follows:
(i) Stock Equivalent Account. Under the Stock
Equivalent Account, the Participant's Deferral Account shall be invested in
"Deferred Stock Units" under which each Deferred Stock Unit represents the right
to receive one share of Coach, Inc. common stock, par value $0.01 per share
("Common Stock"), on the Distribution Date (subject to Sections 4.1, 4.11 and
4.12 below). The number of Coach, Inc. Deferred Stock Units to be credited to
the Participant's Deferral Account and appropriate subaccounts on each Deferral
Crediting Date shall be determined by dividing the Deferral to be "invested" on
that date by the average of the high and low quotes of a share of Common Stock
on the applicable day on the New York Stock Exchange Composite Transaction Tape
("Market Value"). Fractional Deferred Stock Units will be computed to two
decimal places. On any Common Stock dividend record date, an amount equal to the
number of Deferred Stock Units held as of such dividend record date multiplied
by the dividend paid on Common Stock on the applicable dividend payment date
shall either (A) be credited to the Participant's Deferral Account and
appropriate subaccount as of the March 31st, June 30th, September 30th or
December 31st coincident with or next following the dividend payment date and
"invested" in additional Deferred Stock Units as though such dividend credits
were a Deferral or (B) at the election of the Participant at such time and in
accordance with such rules as established by the Administrator, be paid in cash
to the Participant as of the March 31st, June 30th, September 30th or December
31st coincident with or next following the dividend payment date. In the event
of any stock dividend, stock split, combination or exchange of securities,
merger, consolidation, recapitalization, spin-off or other distribution (other
than normal cash dividends) of any or all of the assets of the Company to
stockholders, or any other similar change or event effected without receipt of
consideration, such proportionate adjustments, if any, as the Administrator in
its discretion may deem appropriate to reflect such change or event shall be
made with respect to the number of Deferred Stock Units credited to a
Participant's Deferral Account. Subject to Sections 4.1 and 4.11, the number of
shares of Common Stock to be paid to a Participant on a Distribution Date shall
be equal to the number of Deferred Stock Units accumulated in the Deferral
Account on such date divided by the total of the payments to be made. Deferred
Stock Units shall not have voting rights.
(ii) Interest Account. Under the Interest
Account, interest will be credited to the Participant's Deferral Account as of
the business day coinciding with or next following each June 30 and December 31
(a "Valuation Date") and on the date the final payment of a Deferral is to be
made based on the balance in the Participant's Deferral Account "invested" in
the Interest Account on the Valuation Date or such final payment date. The rate
of interest to be credited for a Plan Year will be set at the beginning of each
Plan Year based upon the U.S. Prime Rate in effect as of such date as reported
in the Wall Street Journal or such other source as may be designated by the
Administrator. If installment payments are elected, the amount to be paid to the
Participant on a Distribution Date shall be determined as follows: the amount of
the principal payment of each installment shall be determined by dividing the
current principal balance by the number of remaining installment payments and
the amount of the interest
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payment shall be determined by dividing the current interest balance by the
number of remaining installment payments. All payments from the Interest Account
shall be made in cash.
3.3 Investment Elections and Changes. A Participant's
investment election shall be subject to the following rules:
(a) If the Participant fails to make an investment
election with respect to a Deferral, the Deferral shall be deemed to be invested
in the Interest Account.
(b) All investments in the Stock Equivalent Account shall
be irrevocable, except as otherwise provided in Section 4.12.
(c) A Participant may elect to transfer amounts invested
in the Interest Account to the Stock Equivalent Account as of any Valuation Date
by filing an investment change election with the Administrator prior to the
Valuation Date the change is to become effective. The amount elected to be
transferred to the Stock Equivalent Account shall be treated as invested in
Deferred Stock Units as of the Valuation Date and the number of Deferred Stock
Units to be credited to the Participant's Deferral Account and appropriate
subaccounts as of the Valuation Date shall be determined by dividing the amount
to be transferred by the Market Value on such Valuation Date.
(d) Until invested as of the Deferral Crediting Date in
either the Interest Account or Stock Equivalent Account, a Participant's
Deferral shall be credited with interest in such amount, if any, as the
Administrator may determine.
3.4 Vesting. A Participant shall be fully vested at all
times in the balance of his Deferral Account.
ARTICLE IV
PAYMENT OF BENEFITS
4.1 Time and Method of Payment. Payment of a
Participant's Deferral shall be made in a single lump sum or shall commence in
installments as elected by the Participant in the Deferral Election. A
Participant may make a one-time election after the original Deferral Election to
change the method of payment elected by the Participant; provided, that such
election shall not be effective unless the election to change the method of
payment is received by the Administrator prior to the December 1 of the Plan
Year preceding the Plan Year in which the Distribution Date specified in the
original Deferral Election occurs. If a Participant's Deferral Account is
payable in a single lump sum, the payment shall be made as soon as practicable
following the Distribution Date but not later than thirty (30) days following
the Distribution Date. If a Participant's Deferral is payable in installment
payments, then the Participant's Deferral shall be paid in annual installments
of substantially equal shares over the period as elected by the Participant in
the Deferral Election commencing as soon as practicable following the
Distribution Date but not later than thirty (30) days following the Distribution
Date. The Company may, its sole discretion, deduct from any distribution under
the Plan any amounts owed by such Participant (whether or not related to this
Plan) to the Company.
4.2 Payment Upon Total Disability. In the event a
Participant becomes totally disabled before all amounts credited to his Deferral
Account have been paid, payment of the
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Participant's Deferral Account shall be made or shall commence in the method of
payment elected by the disabled Participant; provided, that the disabled
Participant requests payment in writing within one-hundred eighty (180) days of
becoming disabled. If such a request is not made, the disabled Participant's
Deferrals will be paid pursuant to the Deferral Elections and the normal
provisions of the Plan. A Participant will be considered to be totally disabled
for purposes of the Plan if the Participant is determined to be totally disabled
under the Company's disability plan applicable to the Participant.
4.3 Payment Upon Retirement or Other Termination of
Employment. In the event the Participant retires or otherwise terminates
employment with the Company for any reason before the entire balance in the
Participant's Deferral Account has been paid, the Participant's Deferral Account
shall continue to be maintained for the benefit of the Participant and Deferrals
shall be paid pursuant to the Deferral Elections and the normal provisions of
the Plan; provided, that a Participant's Deferral Election may provide for the
immediate payment of the Participant's Deferral Account upon his retirement or
other termination of employment.
4.4 Payment Upon Death of a Participant. In the event a
Participant dies before all amounts credited to his Deferral Account have been
paid, payment of the Participant's Deferral Account shall be made or shall
commence in the method of payment elected by the Participant's Beneficiary (as
defined in Section 4.5) or the Executor/Executrix of the Participant's estate;
provided, that the request is made in writing within one-hundred eighty (180)
days of the Participant's death. If such a request is not made, the deceased
Participant's Deferrals will be paid pursuant to the Deferral Elections and the
normal provisions of the Plan.
4.5 Beneficiary. Each Participant shall designate one or
more individuals or entities (collectively, the "Beneficiary") to receive the
balance of the Participant's Deferral Account in the event of the Participant's
death prior to the payment of his entire Deferral Account. To be effective, any
Beneficiary designation shall be filed in writing with the Administrator. A
Participant may revoke an existing Beneficiary designation by filing another
written Beneficiary designation with the Administrator. The latest Beneficiary
designation received by the Administrator shall be controlling. If no
Beneficiary is named by a Participant or if he survives all of his named
Beneficiaries, the Deferral Account shall be paid in the following order of
precedence:
(a) the Participant's spouse;
(b) the Participant's children (including adopted
children), per stirpes; or
(c) the Participant's estate.
4.6 Form of Payment. The payment of a portion of a
Deferral deemed to be invested in the Investment Account shall be made in cash.
The distribution of that portion of a Deferral deemed to be invested in the
Stock Equivalent Account shall be distributed in whole shares of Common Stock
with fractional shares credited to federal income taxes withheld.
4.7 Unforeseeable Financial Emergency. If the
Administrator or its designee determines that a Participant has incurred an
Unforeseeable Financial Emergency (as defined below), the Participant may
withdraw in cash and/or stock the portion of the balance of his Deferral Account
needed to satisfy the Unforeseeable Financial Emergency, to the extent that the
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Unforeseeable Financial Emergency may not be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Participant's
assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship. An "Unforeseeable Financial Emergency" is a severe
financial hardship to the Participant resulting from (a) a sudden and unexpected
illness or accident of the Participant or of a dependent of the Participant; (b)
loss of the Participant's property due to casualty; (c) the involuntary
termination of the Participant's employment by the Company which, in the
Administrator's good faith judgment, would necessitate or make advisable the
availability of all of the Participant's assets, or (d) such other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant as determined by the Administrator. A
withdrawal on account of an Unforeseeable Financial Emergency shall be paid as
soon as possible following the date on which the withdrawal is approved.
4.8 Early Withdrawal with Penalty. Notwithstanding the
other provisions of the Plan to the contrary, a Participant may request a
withdrawal from his Deferral Account by filing a request with the Administrator
or its designee in writing. Payment will be made to the Participant within
thirty (30) days of the approval of such a request. Any amount withdrawn under
this provision will be charged with a ten (10) percent early withdrawal penalty
which will be withheld from the amount withdrawn and forfeited as provided in
Section 5.5.
4.9 Withholding of Taxes. The Company shall withhold any
applicable minimum statutory Federal, state or local income tax from payments
due under the Plan. The Company shall also withhold Social Security taxes,
including the Medicare portion of such taxes, and any other employment taxes as
necessary to comply with applicable laws.
4.10 Small Amounts. Notwithstanding any election by the
Participant regarding the timing and manner of payment of his Deferrals, in the
event of a Participant's retirement or other termination of employment, the
Employer may elect to pay the Participant a lump sum distribution of the entire
value of the Participant's Deferral Account; provided, that the value is less
than ten-thousand dollars ($10,000) determined as of the Valuation Date
coinciding with or immediately following the Participant's termination of
employment.
4.11 Payment Upon Bankruptcy Liquidation. Notwithstanding
anything contained in the Plan to the contrary, in the event that the Company is
liquidated in bankruptcy, (a) no distributions from the Plan shall be made in
shares of Common Stock and (b) distributions to a Participant shall be made in
cash in an amount determined by multiplying each Deferred Stock Unit in the
Participant's Deferral Account by the Market Value of Common Stock on the date
such Deferred Stock Unit was first credited to the Participant's Deferral
Account.
4.12 Change of Control.
(a) Notwithstanding anything contained in the Plan to the
contrary, immediately prior to any Change of Control (as defined below):
(i) Each Participant may elect to transfer
amounts invested in the Stock Equivalent Account to the Interest Account as of
the effective time of the Change of Control by filing an investment change
election with the Administrator prior to the date the Change of Control is to
become effective. The amount to be credited to the Participant's Interest
Account as of the effective time of the Change of Control shall be determined by
multiplying the
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number of Deferred Stock Units to be transferred by the Market Value upon the
Change of Control. For purposes of the foregoing, Market Value shall be equal to
the consideration paid for a share of Common Stock in connection with the Change
of Control, as determined by the Administrator.
(ii) In addition, each Participant's Distribution
Date shall be accelerated to be the earlier to occur of (A) the Distribution
Date specified in the Participant's Deferral Election or (B) the first business
day of the first calendar year following the occurrence of the Change in
Control.
The phrase "immediately prior to any Change of
Control" shall be understood to mean sufficiently in advance of a Change of
Control to permit Participants to take all steps reasonably necessary to receive
full payment of each Participant's Deferral and to deal with the shares
underlying all Deferred Stock Units so that all Deferred Stock Units and shares
issuable with respect thereto may be treated in the same manner as the shares of
stock of other shareholders in connection with the Change of Control.
(b) A "Change of Control" shall occur when:
(i) A "Person" (which term, when used in this
Section 4.12, shall have the meaning it has when it is used in Section 13(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"), but shall not include
the Company, any underwriter temporarily holding securities pursuant to an
offering of such securities, any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, or any corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of Voting Stock (as defined below) of the
Company) is or becomes, without the prior consent of a majority of the
Continuing Directors (as defined below), the Beneficial Owner (as defined in
Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of
Voting Stock (as defined below) representing twenty percent (20%) or more of the
combined voting power of the Company's then outstanding securities; or
(ii) The stockholders of the Company approve and
the Company consummates a reorganization, merger or consolidation of the Company
or the Company sells, or otherwise disposes of, all or substantially all of the
Company's property and assets, or the Company liquidates or dissolves (other
than a reorganization, merger, consolidation or sale which would result in all
or substantially all of the beneficial owners of the Voting Stock of the Company
outstanding immediately prior thereto continuing to beneficially own, directly
or indirectly (either by remaining outstanding or by being converted into voting
securities of the resulting entity), more than fifty percent (50%) of the
combined voting power of the voting securities of the Company or such entity
resulting from the transaction (including, without limitation, an entity which
as a result of such transaction owns the Company or all or substantially all of
the Company's property or assets, directly or indirectly) outstanding
immediately after such transaction in substantially the same proportions
relative to each other as their ownership immediately prior to such
transaction); or
(iii) The individuals who are Continuing Directors
of the Company (as defined below) cease for any reason to constitute at least a
majority of the Board of the Company.
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(iv) For purposes of this Section 4.12, (A) the
term "Continuing Director" means (I) any member of the Board who is a member of
the Board immediately after the issuance of any class of securities of the
Company that are required to be registered under Section 12 of the Exchange Act,
or (II) any person who subsequently becomes a member of the Board whose
nomination for election or election to the Board is recommended by a majority of
the Continuing Directors and (B) the term "Voting Stock" means all capital stock
of the Company which by its terms may be voted on all matters submitted to
stockholders of the Company generally.
(c) Immediately upon the consummation of a Change in
Control, the Company shall, or shall cause any acquirer or successor to, deposit
into an irrevocable grantor trust (the "Rabbi Trust") an amount of cash equal to
the then aggregate value of the Deferral Accounts. The trustee of the Rabbi
Trust and the terms and conditions of the agreement of trust establishing the
Rabbi Trust shall be determined by the Company prior to the consummation of the
Change in Control; provided, however, that the Rabbi Trust shall provide for the
distribution of its assets to Participants in accordance with the terms of this
Plan; provided, further, that the Rabbi Trust shall meet the requirements of
Revenue Procedure 92-64, 1992-2 C.B. 422, issued by the Internal Revenue
Service, such that Participants will not incur tax liability in connection with
the establishment of, or deposit of any assets in, the Rabbi Trust. From time to
time, the Company shall make such additional contributions to the Rabbi Trust as
the Administrator shall determine are necessary or appropriate in order to
continue to fully fund the Deferral Accounts of all Participants.
ARTICLE V
MISCELLANEOUS
5.1 Funding. Benefits payable under the Plan to any
Participant shall be paid directly by the Participant's Employer (including the
Company if the Participant is employed by the Company). The Company and the
Employers shall not be required to fund, or otherwise segregate assets to be
used for payment of benefits under the Plan.
5.2 Account Statements. As soon as practical after the
end of each Plan Year (or after such additional date or dates as the
Administrator, in its discretion, may designate), each Participant shall be
provided with a statement of the balance of his Deferral Account hereunder as of
the last day of such Plan Year (or as of such other dates as the Administrator,
in its discretion, may designate).
5.3 No Employment Rights. Establishment of the Plan shall
not be construed to give any Eligible Employee the right to be retained in the
Company's service or to any benefits not specifically provided by the Plan.
5.4 Interests Not Transferable. Except as (a) provided
under (i) Section 4.9 or (ii) an agreement between a Participant and the
Company, or (b) required for purposes of withholding of any tax under the laws
of the United States or any state or locality, no benefit payable at any time
under the Plan shall be subject in any manner to alienation, sale, transfer,
assignment, pledge, attachment, or other legal process, or encumbrance of any
kind. Any attempt to alienate, sell, transfer, assign, pledge or otherwise
encumber any such benefits, whether currently or thereafter payable, shall be
void. No person shall, in any manner, be liable
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for or subject to the debts or liabilities of any person entitled to such
benefits. If any person shall attempt to, or shall alienate, sell, transfer,
assign, pledge or otherwise encumber his benefits under the Plan, or if by any
reason of his bankruptcy or other event happening at any time, such benefits
would devolve upon any other person or would not be enjoyed by the person
entitled thereto under the Plan, then the Administrator, in its discretion, may
terminate the interest in any such benefits of the person entitled thereto under
the Plan and hold or apply them for or to the benefit of such person entitled
thereto under the Plan or his spouse, children or other dependents, or any of
them, in such manner as the Administrator may deem proper.
5.5 Forfeitures and Unclaimed Amounts. Unclaimed amounts
shall consist of the amounts of the Deferral Account of a Participant that are
not distributed because of the Administrator's inability, after a reasonable
search, to locate a Participant or his Beneficiary, as applicable, within a
period of two (2) years after the date upon which the payment of any benefits
becomes due and the amount by which a Participant's Account is reduced under
Section 4.8. Unclaimed amounts shall be forfeited at the end of such two-year
period. These forfeitures will reduce the obligations of the Company under the
Plan and the Participant or Beneficiary, as applicable, shall have no further
right to his Deferral Account unless the Administrator determines otherwise in a
particular case.
5.6 Controlling Law. The law of the State of Maryland,
except its law with respect to choice of law, shall be controlling in all
matters relating to the Plan to the extent not preempted by ERISA.
5.7 Gender and Number. Words in the masculine gender
shall include the feminine, and the plural shall include the singular and the
singular shall include the plural.
5.8 Action by the Company. Except as otherwise
specifically provided herein, any action required of or permitted by the Company
under the Plan shall be by resolution of the Board of Directors of the Company
or by action of any committee or subcommittee of the Board or other person(s)
authorized by resolution of the Board.
5.9 Assumption of Plan. The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, whether pursuant to a Change in Control or otherwise, to expressly
assume and agree to perform the obligations under this Plan in the same manner
and to the same extent that the Company would be required to perform if no such
succession had taken place.
ARTICLE VI
EMPLOYER PARTICIPATION
Any subsidiary or affiliate of the Company incorporated under
the laws of any state in the United States (an "Employer") may, with the
approval of the Administrator and under such terms and conditions as the
Administrator may prescribe, adopt the corresponding portions of the Plan. The
Administrator may amend the Plan as necessary or desirable to reflect the
adoption of the Plan by an Employer; provided, however, that an adopting
Employer shall not have the authority to amend or terminate the Plan under
Article VII.
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ARTICLE VII
AMENDMENT AND TERMINATION
The Company intends the Plan to be permanent, but reserves the
right at any time by action of its Board of Directors to modify, amend or
terminate the Plan; provided, however, that any amendment or termination of the
Plan shall not reduce or eliminate any Deferral Account accrued through the date
of such amendment or termination. The Administrator shall have the same
authority to adopt amendments to the Plan as the Board of Directors of the
Company in the following circumstances:
(a) to adopt amendments to the Plan which the
Administrator determines are necessary or desirable for the Plan to comply with
or to obtain benefits or advantages under the provisions of applicable law,
regulations or rulings or requirements of the Internal Revenue Service or other
governmental or administrative agency or changes in such law, regulations,
rulings or requirements; and
(b) to adopt any other procedural or cosmetic amendment
that the Administrator determines to be necessary or desirable that does not
materially change benefits to Participants or their Beneficiaries or materially
increase the Company's or adopting Employers' obligations under the Plan.
* * * * *
I hereby certify that the Plan was originally established
effective as of June 1, 2000. I hereby certify that the Plan, as amended and
restated in its entirety, was approved by the Board of Directors of Coach, Inc.,
effective as of October 21, 2002.
Executed on this 21st day of October, 2002.
___________________________________
Carole P. Sadler, Secretary
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