COACH, INC.
2000 Stock Incentive Plan
Restricted Stock Unit Award Grant Notice and Agreement
[Name of Grantee]
Coach, Inc. (the "Company") is pleased to confirm that you have been
granted a restricted stock unit award (the "Award"), effective as of [Award
Date] (the "Award Date"), as provided in this agreement (the "Agreement")
pursuant to the Coach, Inc. 2000 Stock Incentive Plan:
1. Award. Subject to the restrictions, limitations and conditions as described
below, the Company hereby awards to you as of the Award Date:
[# Shares Granted] restricted stock units ("RSUs")
which are considered Stock Awards under 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 [Vesting Date] (the "Vesting Date"). Subject to
sections 4, 5 and 6 below, if you are continuously employed by the Company or
any of its affiliates (collectively, the "Coach Companies") from the Award Date
until the Vesting Date, the Award will vest in full on the Vesting Date.
3. Distribution of the Award. As soon as practicable after the Vesting
Date, the Committee will release the Award. Applicable withholding taxes will be
settled by withholding a number of shares with a market value not less than the
amount of such taxes, and a stock certificate for the net number of shares
distributed will be delivered to you; provided, that in the event that the
Company is liquidated in bankruptcy, (1) the Committee will not release shares
of Coach, Inc. common stock pursuant to the Award and (2) all payments made
pursuant to the Award will be made in cash equal to the fair market value of
Coach, Inc. common stock on the distribution date multiplied by the number of
RSUs;
4. Death, Total Disability or Retirement. If you cease active employment
with the Coach Companies because of your death, permanent and total disability
(as defined under the appropriate disability benefit plan, if applicable), or
retirement (as defined below), a pro-rata portion of this Award may vest,
subject to the approval of the Committee. If applicable, the shares will be
distributed to you at the normal payout time. For purposes of the foregoing,
"Retirement" shall mean your voluntary departure from employment with the Coach
Companies if either: (1) you have attained age 65 and five years of service with
the Coach Companies or (2) you have attained age 55 and ten years of service
with the Coach Companies.
5. Termination. If your employment terminates for reasons other than your
death, permanent and total disability, or retirement (as described in section
4), then you will generally forfeit the right to all RSUs. You may be eligible
for a prorated distribution, subject to Committee approval. Eligibility for a
prorated distribution and either the number of shares that may be recommended
for distribution would be dependent upon the circumstances resulting in your
termination.
6. Forfeiture. Notwithstanding anything contained in this Agreement to
the contrary, if your employment with the Company is terminated for Cause (as
defined below) or if you engage in any activity inimical, contrary or harmful to
the interests of the Coach Companies during your employment with the Coach
Companies, including but not limited to: (a) violating any business standards
established by the Company, (b) disclosing or misusing any confidential
information regarding the Coach Companies, or (c) participating in any activity
not approved by the Board of Directors which is reasonably likely to contribute
to or result in a Change of Control, as defined in Article X of the Plan (such
activities to be collectively referred to as "Wrongful Conduct"), then (i) this
Award, to the extent it remains restricted, shall be forfeited automatically on
the date on which you first engaged in such Wrongful Conduct or the date your
employment terminates for Cause, whichever is applicable. For purposes of this
Agreement, "Cause" shall mean fraud, misappropriation, embezzlement or other act
of material misconduct against the Coach Companies; substantial and willful
failure to render services in accordance with the terms of your duties as an
employee, provided that (A) a demand for performance of services had been
delivered to you at least thirty (30) days prior to your termination identifying
the manner in which you have failed to perform and (B) thereafter you fail to
remedy such failure to perform; conviction of or plea of guilty or nolo
contendere to a felony; or violation of any business standards established by
the Company.
7. Award Not Transferable. This 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).
8. Transferability of Award Shares. The shares you will receive under the
Award generally are freely tradeable 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 Common Stock received by you pursuant to this Award.
9. Conformity with the Plan. This 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.
10. 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.
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11. Miscellaneous.
(a) Amendment or Modifications. The grant of this 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 this 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
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.
(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.
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In witness whereof, the parties hereto have executed and
delivered this agreement.
COACH, INC.
By:
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Felice Schulaner
Senior Vice President of Human Resources
Date:
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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:
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[Name of Grantee]
SSN:
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Date:
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