SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 10, 2005
Coach, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 1-16153 52-2242751
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
516 West 34th Street, New York, NY 10001
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(Address of principal executive offices) (Zip Code)
(212) 594-1850
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(Registrant's telephone number, including area code)
Item 1.01: Entry into a Material Definitive Agreement.
On August 10, 2005, the Human Resources and Governance Committee of the
Board of Directors of Coach, Inc. (the "Company") determined the performance
goals for Company's fiscal year 2006 for purposes of determining bonuses to be
paid under the Company's Performance-Based Annual Incentive Plan. Bonuses under
the plan for the Company's named executive officers (Lew Frankfort, Chairman and
Chief Executive Officer; Reed Krakoff, President, Executive Creative Director;
Keith Monda, President and Chief Operating Officer; Michael Tucci, President,
North America Retail; and Michael Devine, Senior Vice President, Chief Financial
Officer) shall be based upon the Company achieving pre-determined performance
targets in the following areas: diluted earnings per share, net income, net
sales, return on investment and operating cash flow.
In addition, on August 10, 2005, the Human Resources and Governance
Committee approved the Company's annual grants of stock options and restricted
stock units to the Company's management and employees. The options granted have
an exercise price of $34.84 (equal to the fair market value on the date of the
grants), have a 10-year term, vest in equal installments on the first three
anniversaries of the grant date, have accelerated vesting upon a change of
control, and generally provide for a 90-day post-termination exercise period
(subject to specified exceptions, including the participant's death or
retirement). Further terms of these securities are described in the grant
agreements for stock options and restricted stock units, which are attached as
exhibits to this report.
Item 9.01: Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is being furnished herewith:
10.1 Form of Stock Option Grant Notice and Agreement
10.2 Form of Restricted Stock Unit Award Grant Notice and Agreement
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 16, 2005
COACH, INC.
By: /s/ Carole P. Sadler
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Carole P. Sadler
Senior Vice President, General Counsel
and Secretary
EXHIBIT INDEX
10.1 Form of Stock Option Grant Notice and Agreement
10.2 Form of Restricted Stock Unit Award Grant Notice and Agreement