{"id":38396,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-non-employee-director-stock-plan-coach-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-non-employee-director-stock-plan-coach-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-non-employee-director-stock-plan-coach-inc.html","title":{"rendered":"2000 Non-Employee Director Stock Plan – Coach Inc."},"content":{"rendered":"
COACH, INC.
\n2000 NON-EMPLOYEE DIRECTOR STOCK PLAN<\/b>
\n(Amended and Restated as of May 3, 2001)\n<\/font>\n\n<\/p>
         The Coach, Inc. 2000 Non-Employee Director Stock Plan was originally\napproved by the Board of Directors of Coach, Inc. on June 23, 2000 and was\noriginally approved by the stockholders of the Coach, Inc. on June 29, 2000. \nIn furtherance of the purposes of said plan and in order to amend said plan in\ncertain respects, the plan has been amended and restated in its entirety,\neffective as of May 3, 2001. This amendment and restatement constitutes a\ncomplete amendment, restatement and continuation of the Coach, Inc. 2000\nNon-Employee Director Stock Plan.\n<\/font>\n<\/p>
ARTICLE I \u0097 PURPOSE OF THE PLAN<\/b>\n<\/font>\n\n<\/p>
         The purpose of the Plan is to promote the long-term growth of the Company\nby increasing the proprietary interest of Non-Employee Directors in the Company\nand to attract and retain highly qualified and capable Non-Employee Directors.\n<\/font>\n<\/p>
ARTICLE II \u0097 DEFINITIONS<\/b>\n<\/font>\n\n<\/p>
         Unless the context clearly indicates otherwise, the following terms shall\nhave the following meanings:\n<\/font>\n<\/p>
         2.1 \u0093Annual Cash Retainer\u0094 <\/b>means that portion of the annual retainer fee\npayable in cash by the Company to a Non-Employee Director for services as a\ndirector of the Company, as such amount may be changed from time to time.\n<\/font>\n<\/p>
         2.2 \u0093Annual Option Retainer\u0094 <\/b>means that portion of the annual retainer fee\npayable in the form of Options by the Company to a Non-Employee Director for\nservices as a director of the Company, as such amount may be changed from time\nto time.\n<\/font>\n<\/p>
         2.3 \u0093Award\u0094 <\/b>means an award granted to a Non-Employee Director under the\nPlan in the form of Options or Shares, or any combination thereof.\n<\/font>\n<\/p>
         2.4 \u0093Board\u0094 <\/b>means the Board of Directors of the Company.\n<\/font>\n<\/p>
         2.5 \u0093Code\u0094 <\/b>means the United States Internal Revenue Code of 1986, as\namended, or any successor law.\n<\/font>\n<\/p>
         2.6 \u0093Company\u0094 <\/b>means Coach, Inc., a Maryland corporation.\n<\/font>\n<\/p>
         2.7 \u0093Fair Market Value\u0094 <\/b>means, with respect to any date, the average\nbetween the highest and lowest sale prices per Share on the New York Stock\nExchange Composite Transactions Tape on such date, provided that if there shall\nbe no sales of Shares reported on such date, the Fair Market Value of a Share\non such date shall be deemed to be equal to the average between the highest and\nlowest sale prices per Share on such Composite Tape\n<\/font>\n<\/p>
 <\/font>\n<\/p>
<\/p>
\n\n\n<\/p>
for the last preceding date on which sales of Shares were reported and,\nprovided further, that the Fair Market Value of a Share on the date the Company\nfirst offers Shares to the public in an initial public offering shall be the\ninitial offering price of Shares on such date. In the event that Shares are\nnot traded on the New York Stock Exchange as of a given date, the Fair Market\nValue of a Share as of such date shall be established by the Board acting in\ngood faith.\n<\/font>\n<\/p>
         2.8 \u0093Option\u0094 <\/b>means an option to purchase Shares awarded under Article\nVIII, which option shall not be an \u0093incentive stock option\u0094 within the meaning\nof Section 422 of the Code.\n<\/font>\n<\/p>
         2.9 \u0093Option Grant Date\u0094 <\/b>means the date upon which an Option is granted to\na Non-Employee Director.\n<\/font>\n<\/p>
         2.10 \u0093Optionee\u0094 <\/b>means a Non-Employee Director of the Company to whom an\nOption has been granted or, in the event of such Non-Employee Director\u0092s death\nprior to the expiration of an Option, such Non-Employee Director\u0092s executor,\nadministrator, beneficiary or similar person, or, in the event of a transfer\npermitted by Article VII hereof, such permitted transferee.\n<\/font>\n<\/p>
         2.11 \u0093Non-Employee Director\u0094 <\/b>means a director of the Company who is not an\nemployee of the Company or any subsidiary of the Company.\n<\/font>\n<\/p>
         2.12 \u0093Plan\u0094 <\/b>means the Coach, Inc. 2000 Non-Employee Director Stock Plan,\nas amended and restated effective as of May 3, 2001, and as may be further\namended from time to time.\n<\/font>\n<\/p>
         2.13 \u0093Shares\u0094 <\/b>means shares of the Company\u0092s common stock, par value $0.01\nper share.\n<\/font>\n<\/p>
         2.14 \u0093Stock Award Date\u0094 <\/b>means the date on which Shares are awarded to a\nNon-Employee Director.\n<\/font>\n<\/p>
         2.15 \u0093Stock Option Agreement\u0094 <\/b>means a written agreement between a\nNon-Employee Director and the Company evidencing an Option.\n<\/font>\n<\/p>
ARTICLE III \u0097 ADMINISTRATION OF THE PLAN<\/b>\n<\/font>\n\n<\/p>
         3.1 Administrator of the Plan. <\/b>The Plan shall be administered by the\nBoard.\n<\/font>\n<\/p>
         3.2 Authority of the Board. <\/b>The Board shall have full power and authority\nto: (a) interpret and construe the Plan and adopt such rules and regulations\nas it shall deem necessary and advisable to implement and administer the Plan\nand (b) designate persons other than members of the Board to carry out its\nresponsibilities, subject to such limitations, restrictions and conditions as\nit may prescribe, such determinations to be made in accordance with the Board\u0092s\nbest business judgment as to the best interests of the Company\n<\/font>\n<\/p>
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and its stockholders and in accordance with the purposes of the Plan. The\nBoard may delegate administrative duties under the Plan to one or more agents\nas it shall deem necessary or advisable.\n<\/font>\n<\/p>
         3.3 Effect of Board Determinations. <\/b>No member of the Board shall be\npersonally liable for any action or determination made in good faith with\nrespect to the Plan or any Award or to any settlement of any dispute between a\nNon-Employee Director and the Company. Any decision or action taken by the\nBoard with respect to an Award or the administration or interpretation of the\nPlan shall be conclusive and binding upon all persons.\n<\/font>\n<\/p>
         3.4 Governing Law. <\/b>Except to the extent superseded by the laws of the\nUnited States, the laws of the State of New York, without regard to its\nconflict of laws principles, shall govern in all matters relating to the Plan.\n<\/font>\n<\/p>
ARTICLE IV \u0097 AWARDS UNDER THE PLAN<\/b>\n<\/font>\n\n<\/p>
         Awards in the form of Options or Shares shall be granted to Non-Employee\nDirectors in accordance with Article VIII. Each Option granted under the Plan\nshall be evidenced by a Stock Option Agreement. Except as may otherwise be\ndetermined by the Board, each Option granted under the Plan shall provide for\nthe grant of a restoration Option if the purchase price of the Shares subject\nto the original Option is satisfied by surrendering (or attesting to the\nownership of) Shares in accordance with Section 8.2. Each such restoration\nOption shall (a) be an Option to purchase the number of Shares surrendered\n(either actually or by attestation), plus the number of Shares that the\nOptionee would have surrendered to pay withholding taxes, calculated as if such\nOptionee had been obligated to pay such taxes and had surrendered Shares to\nsatisfy such obligation, (b) be fully exercisable (subject to the restrictions\ncontained herein and in the applicable restoration Stock Option Agreement) on\nand after that date which is six (6) months after the Option Grant Date of the\nrestoration Option, (c) have a purchase price per Share equal to one-hundred\npercent (100%) of the Fair Market Value per Share on the Option Grant Date of\nthe restoration Option and (d) have a term equal to the remaining term of the\noriginal Option.\n<\/font>\n<\/p>
ARTICLE V \u0097 ELIGIBILITY<\/b>\n<\/font>\n\n<\/p>
         Each Non-Employee Director of the Company shall be eligible to participate\nin the Plan in accordance with Article VIII.\n<\/font>\n<\/p>
ARTICLE VI \u0097 SHARES SUBJECT TO THE PLA<\/b>N\n<\/font>\n\n<\/p>
         Subject to adjustment as provided in Article XI, the aggregate number of\nShares available for all grants of Options and awards of Shares in any fiscal\nyear shall be two-tenths (2\/10) of one (1) percent (.2%) of the outstanding\nShares as of the last day of the immediately preceding fiscal year.\n<\/font>\n<\/p>
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ARTICLE VII \u0097 TRANSFERABILITY OF OPTIONS<\/b>\n<\/font>\n\n<\/p>
         Options granted under the Plan shall not be transferable or assignable\nother than by will or the laws of descent and distribution, except that the\nBoard may provide for the transferability of any particular Option in the\nmanner set forth in the related Stock Option Agreement.\n<\/font>\n<\/p>
ARTICLE VIII \u0097 ANNUAL RETAINER ELECTIONS<\/b>\n<\/font>\n\n<\/p>
         Each Non-Employee Director shall be eligible to be granted Options or\nShares, or a combination thereof, subject to the following terms and\nconditions:\n<\/font>\n<\/p>
         8.1 Grant of Options or Shares. <\/b>Options and Shares shall be awarded to\nNon-Employee Directors pursuant to the Plan as follows:\n<\/font>\n<\/p>
         (a)  An Option to purchase 5,000 Shares shall be granted to each\nNon-Employee Director on the day that the Company first offers Shares to the\npublic in an initial public offering.\n<\/font>\n<\/p>
         (b)  On the day of the last regularly scheduled meeting of the Board held\nin the second fiscal quarter of each fiscal year: (i) each Non-Employee\nDirector shall be granted the Annual Option Retainer, and (ii) each\nNon-Employee Director who, at least ten (10) business days prior thereto, files\nwith the Board or its designee a written election to receive Options or Shares,\nor a combination thereof, in lieu of all or a portion of such Non-Employee\nDirector\u0092s Annual Cash Retainer for the one-year period beginning in the month\nof November coincident with or next following such meeting date, shall be\ngranted such Options or Shares. In the event a Non-Employee Director does not\nfile a written election in accordance with the preceding sentence, Options or\nShares, or a combination thereof, shall be granted to such Non-Employee\nDirector on the tenth (10th) business day after the date such Non-Employee\nDirector files with the Board or its designee a written election to receive\nOptions or Shares, or a combination thereof, in lieu of all or a portion of\nsuch Non-Employee Director\u0092s Annual Cash Retainer. An election pursuant to\nSection 8.1(b)(ii) shall be irrevocable on and after the tenth (10th) business\nday prior to the date of grant of the Options or Shares, as the case may be. \nAn election pursuant to the second sentence of this Section 8.1(b) shall be\nirrevocable.\n<\/font>\n<\/p>
         (c)  The Board may, in its sole discretion, grant Options or award Shares\nto any Non-Employee Director pursuant to such terms and conditions as the Board\nshall determine, consistent with the terms of the Plan. The terms and\nconditions of any such grant or award shall be set forth in a Stock Option\nAgreement or other written agreement entered into between the Company and the\nNon-Employee Director governing the award of Shares hereunder.\n<\/font>\n<\/p>
         8.2 Number and Terms of Options. <\/b>The number of Shares subject to an Option\ngranted pursuant to Section 8.1(b)(ii) above shall be the number of whole\nShares equal to the ratio of (a) the product of (i) three and (ii) the portion\nof the Annual Cash\n<\/font>\n<\/p>
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Retainer (expressed as a dollar amount) which the Non-Employee Director has\nelected pursuant to Section 8.1(b)(ii) to be payable in Options to (b) the Fair\nMarket Value per Share on the Option Grant Date. Any fraction of a Share shall\nbe disregarded and the remaining amount of such Annual Retainer shall be paid\nin cash or Shares as the Non-Employee Director has elected. The purchase price\nper Share under each Option granted pursuant to Section 8.1(a) or 8.1(b) shall\nbe equal to the Fair Market Value per Share on the Option Grant Date.\n<\/font>\n<\/p>
         Subject to Article IX and any restrictions contained in the applicable\nStock Option Agreement, each Option granted to a Non-Employee Director shall\nbecome fully vested and exercisable with respect to all Shares covered by such\nOption on the six month anniversary of the Option Grant Date. In no event\nshall the period of time over which the Option may be exercised exceed ten (10)\nyears from the Option Grant Date. An Option, or portion thereof, may be\nexercised in whole or in part only with respect to whole Shares.\n<\/font>\n<\/p>
         Shares shall be issued to the Optionee pursuant to the exercise of an\nOption only upon receipt by the Company from the Optionee of payment in full\neither in cash or by surrendering (or attesting to the ownership of) Shares\ntogether with proof acceptable to the Board that such Shares have been owned by\nthe Optionee for at least six (6) months prior to the date of exercise of the\nOption, or a combination of cash and Shares, in an amount or having a combined\nvalue equal to the aggregate purchase price for the Shares subject to the\nOption or portion thereof being exercised. The value of owned Shares submitted\n(directly or by attestation) in full or partial payment for the Shares\npurchased upon exercise of an Option shall be equal to the aggregate Fair\nMarket Value of such owned Shares on the date of the exercise of such Option.\n<\/font>\n<\/p>
         8.3 Number of Shares. <\/b>The number of Shares granted pursuant to this\nArticle shall be the number of whole Shares equal to the ratio of (a) the\nportion of the Annual Retainer which the Non-Employee Director has elected\npursuant to Section 8.1 to be payable in Shares (expressed as a dollar amount)\nto (b) the Fair Market Value per Share on the Stock Award Date. Any fraction\nof a Share shall be disregarded and the remaining amount of such Annual\nRetainer shall be paid in cash or Options as the Non-Employee Director has\nelected. Upon an Award of Shares to a Non-Employee Director, the stock\ncertificate representing such Shares shall be issued and transferred to the\nNon-Employee Director, whereupon the Non-Employee Director shall become a\nstockholder of the Company with respect to such Shares and shall be entitled to\nvote the Shares; provided, however<\/i>, subject to Article IX, any stock\ncertificates representing Shares awarded in respect of, and prior to, the\none-year period beginning on the date of grant of a Stock Award shall not be\ntransferred to the Non-Employee Director until immediately after the first\nannual meeting of stockholders held after the date of grant of the Stock Award\nand (x) an amount equal to the amount of dividends that would otherwise be paid\non such Shares on or after the date of the meeting at which such Shares are\ngranted and prior to such annual meeting of stockholders shall be held by the\nCompany until immediately after such annual meeting of stockholders and (y)\nsuch Shares and dividend equivalents shall be forfeited in the event the\nNon-Employee Director is not elected a director of the Company at such annual\nmeeting of stockholders.\n<\/font>\n<\/p>
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ARTICLE IX \u0097 CHANGE OF CONTROL<\/b>\n<\/font>\n\n<\/p>
         9.1 Effect of Change of Control. <\/b>Upon the occurrence of an event of\n\u0093Change of Control\u0094, as defined below, any and all outstanding Options shall\nbecome immediately vested and exercisable and any and all stock certificates\nrepresenting Shares awarded to a Non-Employee Director pursuant to the first\nsentence of Section 8.1 and not transferred to such Non-Employee Director\npursuant to Section 8.3, and any and all dividend equivalents with respect\nthereto held by the Company pursuant to Section 9.3, shall be transferred to\nsuch Non-Employee Director.\n<\/font>\n<\/p>
         9.2 Definition of Change of Control. <\/b>A \u0093Change of Control\u0094 shall occur\nwhen:\n<\/font>\n<\/p>
         (a)  A \u0093Person\u0094 (which term, when used in this Section 9.2, shall have the\nmeaning it has when it is used in Section 13(d) of the Exchange Act, but shall\nnot include the Company, any underwriter temporarily holding securities\npursuant to an offering of such securities, any trustee or other fiduciary\nholding securities under an employee benefit plan of the Company, or any\nCompany owned, directly or indirectly, by the stockholders of the Company in\nsubstantially the same proportions as their ownership of Voting Stock (as\ndefined below) of the Company) is or becomes, without the prior consent of a\nmajority of the Continuing Directors (as defined below), the Beneficial Owner\n(as defined in Rule 13d-3 promulgated under the Exchange Act), directly or\nindirectly, of Voting Stock (as defined below) representing twenty percent\n(20%) or more of the combined voting power of the Company\u0092s then outstanding\nsecurities; or\n<\/font>\n<\/p>
         (b)  The stockholders of the Company approve and the Company consummates a\nreorganization, merger or consolidation of the Company or the Company sells, or\notherwise disposes of, all or substantially all of the Company\u0092s property and\nassets, or the Company liquidates or dissolves (other than a reorganization,\nmerger, consolidation or sale which would result in all or substantially all of\nthe beneficial owners of the Voting Stock of the Company outstanding\nimmediately prior thereto continuing to beneficially own, directly or\nindirectly (either by remaining outstanding or by being converted into voting\nsecurities of the resulting entity), more than fifty percent (50%) of the\ncombined voting power of the voting securities of the Company or such entity\nresulting from the transaction (including, without limitation, an entity which\nas a result of such transaction owns the Company or all or substantially all of\nthe Company\u0092s property or assets, directly or indirectly) outstanding\nimmediately after such transaction in substantially the same proportions\nrelative to each other as their ownership immediately prior to such\ntransaction): or\n<\/font>\n<\/p>
         (c)  The individuals who are Continuing Directors of the Company (as\ndefined below) cease for any reason to constitute at least a majority of the\nBoard of the Company.\n<\/font>\n<\/p>
         (d)  For purposes of this Section 9.2, (i) the term \u0093Continuing Director\u0094\nmeans (A) any member of the Board who is a member of the Board immediately\nafter the issuance of any class of securities of the Company that are required\nto be registered under Section 12\n<\/font>\n<\/p>
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of the Exchange Act, or (B) any person who subsequently becomes a member of the\nBoard whose nomination for election or election to the Board is recommended by\na majority of the Continuing Directors and (ii) the term \u0093Voting Stock\u0094 means\nall capital stock of the Company which by its terms may be voted on all matters\nsubmitted to stockholders of the Company generally.\n<\/font>\n<\/p>
ARTICLE X \u0097 AMENDMENT AND TERMINATION<\/b>\n<\/font>\n\n<\/p>
         The Board may amend the Plan from time to time or terminate the Plan at\nany time; provided, however<\/i>, that no action authorized by this Article shall\nadversely change the terms and conditions of an outstanding Award without the\nNon-Employee Director\u0092s consent.\n<\/font>\n<\/p>
ARTICLE XI \u0097 ADJUSTMENT PROVISIONS<\/b>\n<\/font>\n\n<\/p>
         11.1 If the Company shall at any time change the number of issued Shares\nwithout new consideration to the Company (such as by stock dividend, stock\nsplit, recapitalization, reorganization, exchange of shares, liquidation,\ncombination or other change in corporate structure affecting the Shares) or\nmake a distribution of cash or property which has a substantial impact on the\nvalue of issued Shares, the total number of Shares reserved for issuance under\nthe Plan shall be appropriately adjusted and the number of Shares covered by\neach outstanding Option and the purchase price per Share under each outstanding\nOption shall be adjusted so that the aggregate consideration payable to the\nCompany and the value of each such Option shall not be changed.\n<\/font>\n<\/p>
         11.2 Notwithstanding any other provision of the Plan, and without\naffecting the number of Shares reserved or available hereunder, the Board shall\nauthorize the issuance, continuation or assumption of outstanding Options or\nprovide for other equitable adjustments after changes in the Shares resulting\nfrom any merger, consolidation, sale of assets, acquisition of property or\nstock, recapitalization, reorganization or similar occurrence in which the\nCompany is the continuing or surviving Company, upon such terms and conditions\nas it may deem necessary to preserve the rights of Optionees and holders of\nShares that are subject to any restrictions under the Plan.\n<\/font>\n<\/p>
         11.3 In the case of any sale of assets, merger, consolidation or\ncombination of the Company with or into another Company other than a\ntransaction in which the Company is the continuing or surviving Company and\nwhich does not result in the outstanding Shares being converted into or\nexchanged for different securities, cash or other property, or any combination\nthereof (an \u0093Acquisition\u0094), any Optionee who holds an outstanding Option shall\nhave the right (subject to the provisions of the Plan and any limitation\napplicable to the Option) thereafter and during the term of the Option, to\nreceive upon exercise thereof the Acquisition Consideration (as defined below)\nreceivable upon the Acquisition by a holder of the number of Shares which would\nhave been obtained upon exercise of the Option or portion thereof, as the case\nmay be, immediately prior to the Acquisition. The term \u0093Acquisition\nConsideration\u0094 shall mean the kind and amount of Shares of the surviving or new\nCompany, cash, securities, evidence of indebtedness, other property or any\n<\/font>\n<\/p>
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combination thereof receivable in respect of one Share of the Company upon\nconsummation of an Acquisition.\n<\/font>\n<\/p>
ARTICLE XIII \u0097 FOREIGN DIRECTORS<\/b>\n<\/font>\n\n<\/p>
         Without amending the Plan, Awards granted to Non-Employee Directors who\nare foreign nationals may have such terms and conditions different from those\nspecified in the Plan as may, in the judgment of the Board, be necessary or\ndesirable to foster and promote achievement of the purposes of the Plan and, in\nfurtherance of such purposes, the Board may make such modifications,\namendments, procedures, subplans and the like as may be necessary or advisable\nto comply with provisions of laws in other countries or jurisdictions in which\nthe Company or its subsidiaries operate or have Non-Employee Directors.\n<\/font>\n<\/p>
ARTICLE XIV \u0097 EFFECTIVE DATE AND TERM OF PLAN<\/b>\n<\/font>\n\n<\/p>
         The Plan originally became effective on June 29, 2000, the date it was\napproved by the stockholders of the Company, and shall terminate when\nterminated by the Board.\n<\/font>\n<\/p>
* * * * *\n<\/font>\n\n<\/p>
         I hereby certify that the Plan was originally approved by the Board of\nDirectors of Coach, Inc. on June 23, 2000 and was originally approved by the\nstockholders of Coach, Inc. on June 29, 2000.\n<\/font>\n<\/p>
         I hereby certify that the Plan, as amended and restated in its entirety,\nwas approved by the by the Board of Directors of Coach, Inc., effective as of\nMay 3, 2001.\n<\/font>\n<\/p>
         Executed on this third day of May, 2001.\n<\/font>\n<\/p>
\n<\/p><\/pre>\n\n\n
 <\/font><\/td>\n<\/p>\n
\nCarole P. Sadler
\nSecretary<\/font><\/td>\n<\/tr>\n<\/table>\n
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