{"id":38405,"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-stock-incentive-plan-coach-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-stock-incentive-plan-coach-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-stock-incentive-plan-coach-inc.html","title":{"rendered":"2000 Stock Incentive Plan – Coach Inc."},"content":{"rendered":"
COACH, INC.
\n2000 STOCK INCENTIVE PLAN<\/b>
\n(Amended and Restated as of September 4, 2001)\n<\/font>\n\n<\/p>
         The Coach, Inc. 2000 Stock Incentive Plan was originally approved by the\nBoard of Directors of Coach, Inc. on June 23, 2000 and was originally approved\nby the stockholders of Coach, Inc. on June 29, 2000. In furtherance of the\npurposes of said plan and in order to amend said plan in certain respects, the\nplan has been amended and restated in its entirety, effective as of September\n4, 2001. This amendment and restatement constitutes a complete amendment,\nrestatement and continuation of the Coach, Inc. 2000 Stock Incentive Plan.\n<\/font>\n\n<\/p>
ARTICLE I \u0097 PURPOSES<\/b>\n<\/font>\n\n<\/p>
         The purposes of the Coach, Inc. 2000 Stock Incentive Plan are to promote\nthe interests of the Company and its stockholders by strengthening the\nCompany\u0092s ability to attract and retain highly competent officers and\nemployees, and to provide a means to encourage stock ownership and proprietary\ninterest in the Company. The Stock Incentive Plan is intended to provide Plan\nparticipants with stock-based incentive compensation which is not subject to\nthe deduction limitation rules prescribed under Section 162(m) of the Internal\nRevenue Code of 1986, as amended (the \u0093Code\u0094), and, when applicable should be\nconstrued to the extent possible as providing for remuneration which is\n\u0093performance-based compensation\u0094 within the meaning of Section 162(m) of the\nCode and the regulations promulgated thereunder.\n<\/font>\n\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\n<\/p>
         (a)  \n\u0093Award \u0094<\/b> means, individually or in the aggregate, an award granted to a\nParticipant under the Plan in the form of an Option, a Stock Award, or an SAR,\nor any combination of the foregoing.\n<\/font>\n\n<\/p>
         (b)  \n\u0093Board \u0094<\/b> means the Board of Directors of Coach, Inc.\n<\/font>\n\n<\/p>
         (c)  \n\u0093Change of Control \u0094<\/b> has the meaning set forth in Article X.\n<\/font>\n\n<\/p>
         (d)  \n\u0093Committee \u0094 <\/b> means the Compensation and Employee Benefits Committee of\nthe Board, a subcommittee thereof, or such other committee as may be appointed\nby the Board. The Committee shall be comprised of three (3) or more members of\nthe Board, each of whom is both a \u0093non-employee director\u0094 under Rule 16b-3 of\nthe Exchange Act and an \u0093outside director\u0094 under Section 162(m) of the Code.\n<\/font>\n\n<\/p>
         (e)  \n\u0093Company \u0094 <\/b>means Coach, Inc., a Maryland corporation, or any entity\nthat is directly or indirectly controlled by Coach, Inc. and its subsidiaries.\n<\/font>\n\n<\/p>
         (f) \n\u0093Exchange Act \u0094 <\/b>means the Securities Exchange Act of 1934, as amended.\n<\/font>\n\n<\/p>
 <\/font>\n<\/p>
<\/p>
\n         (g)  \n\u0093Fair Market Value \u0094<\/b> means the average of the highest and lowest sale\nprices of a Share on the New York Stock Exchange Composite Transactions Tape on\nthe date of determination, provided that if there should be no sales of Shares\nreported on such date, the Fair Market Value of a Share on such date shall be\nthe average of the highest and lowest sale prices of a Share on such Composite\nTape for the last preceding date on which sales of Shares were reported and,\nprovided further, that the Fair Market Value of Shares on the date on which the\nCompany first issues Shares to the public that are required to be registered\nunder the Exchange Act (the \u0093IPO\u0094) shall be the initial offering price of\nShares on such date. In the event that Shares are not traded on the New York\nStock Exchange as of a given date, the Fair Market Value of a Share as of such\ndate shall be established by the Committee acting in good faith.\n<\/font>\n\n<\/p>
         (h)  \n\u0093Incentive Stock Option \u0094<\/b> means a stock option that complies with\nSection 422 of the Code, or any successor law.\n<\/font>\n\n<\/p>
         (i)  \n\u0093Non-Qualified Stock Option \u0094 <\/b>means a stock option that does not meet\nthe requirements of Section 422 of the Code, or any successor law.\n<\/font>\n\n<\/p>
         (j)  \n\u0093Option \u0094 <\/b>means an option awarded under Article VI to purchase Shares. \nAn option may be either an Incentive Stock Option or a Non-Qualified Stock\nOption, as determined by the Committee in its sole discretion.\n<\/font>\n\n<\/p>
         (k)  \n\u0093Participant \u0094 <\/b>means any of the following individuals designated by the\nCommittee as eligible to receive an Award or Awards under the Plan: (i) an\nofficer or key employee of the Company at or above the \u0093director\u0094 level, (ii)\nall other employees of the Company, including, but not limited to, Regional\nManagers, District Managers, Area Managers and Store Managers in the Company\u0092s\nRetail Division, (iii) a person expected to become an employee of the Company,\nor (iv) a former officer or employee of the Company for the purposes of\nadjustments to Awards pursuant to Article V(b) of the Plan. Notwithstanding\nthe foregoing, an employee of the Company who terminated employment prior to\nthe Company\u0092s IPO shall not be eligible to receive new Awards under the Plan,\nexcept to the extent such employee is subsequently rehired by the Company and\nis eligible to become a Participant in the Plan under (i), (ii) or (iii) above.\n<\/font>\n\n<\/p>
         (l)  \n\u0093Plan \u0094 <\/b>means this Coach, Inc. 2000 Stock Incentive Plan, as amended\nand restated effective as of September 4, 2001, and as may be further amended\nfrom time to time.\n<\/font>\n\n<\/p>
         (m)  \n\u0093Prior Plans \u0094 <\/b>means the Sara Lee Corporation 1989 Incentive Stock\nPlan, the Sara Lee Corporation 1995 Long-Term Incentive Stock Plan, the Sara\nLee Corporation 1998 Long-Term Incentive Plan and the Sara Lee Corporation\nShare 2000 Global Stock Plan, as they may be amended and restated from time to\ntime.\n<\/font>\n\n<\/p>
         (n)  \n\u0093SAR\u0094 <\/b>means a stock appreciation right.\n<\/font>\n\n<\/p>
         (o)  \n\u0093Shares \u0094 <\/b>means shares of Coach, Inc. common stock, par value $0.01 per\nshare.\n<\/font>\n\n<\/p>
         (p)  \n\u0093Stock Award \u0094 <\/b>means an Award made under Article VI(a)(iii).\n<\/font>\n<\/p>
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ARTICLE III \u0097 EFFECTIVE DATE AND DURATION<\/b>\n<\/font>\n\n<\/p>
         The Plan became effective on June 29, 2000, the date it was approved by\nthe sole stockholder of the Company, and was amended and restated in its\nentirety effective as of September 4, 2001. Unless sooner terminated by the\nBoard, the Plan shall expire when Shares are no longer available for the grant,\nexercise or settlement of Awards.\n<\/font>\n<\/p>
ARTICLE IV \u0097 ADMINISTRATION<\/b>\n<\/font>\n\n<\/p>
         The Committee shall be responsible for administering the Plan, and shall\nhave full power to interpret the Plan and to adopt such rules, regulations and\nguidelines for carrying out the Plan as it may deem necessary or appropriate. \nThis power includes, but is not limited to, selecting Award recipients,\nestablishing all Award terms and conditions, adopting procedures and\nregulations governing Awards, and making all other determinations necessary or\nadvisable for the administration of the Plan. In no event, however, shall the\nCommittee have the power to cancel outstanding Options or SARs for the purpose\nof replacing or regranting such Options or SARs with a purchase price that is\nless than the purchase price of the original Option or SAR. All decisions made\nby the Committee shall be final and binding on all persons.\n<\/font>\n<\/p>
         The Committee may delegate some or all of its power to the Chairman and\nChief Executive Officer or other executive officer of the Company as the\nCommittee deems appropriate; provided, that (i) the Committee may not delegate\nits power with regard to the grant of an Award to any person who is a \u0093covered\nemployee\u0094 within the meaning of Section 162(m) of the Code or who, in the\nCommittee\u0092s judgment, is likely to be a covered employee at any time during the\nperiod an Award to such employee would be outstanding and (ii) the Committee\nmay not delegate its power with regard to the selection for participation in\nthe Plan of an officer or other person subject to Section 16 of the Exchange\nAct or decisions concerning the timing, pricing or amount of an Award to such\nan officer or other person.\n<\/font>\n<\/p>
ARTICLE V \u0097 AVAILABLE SHARES<\/b>\n<\/font>\n\n<\/p>
         (a)  Limitations <\/b>- Subject to Article V(b) of the Plan, the aggregate\nnumber of Shares which may be delivered to participants under the Plan shall be\nseven-million four-hundred thousand seven-hundred and ninety-two (7,400,792)\nShares, reduced by the aggregate number of Shares which become subject to\noutstanding Awards; provided, that the number of Shares subject to Awards that\nare granted in substitution of an option or other award (a \u0093Substitute Award\u0094)\nissued under the Prior Plans or by an entity acquired by (or whose assets are\nacquired by) the Company shall not reduce the number of Shares available under\nthe Plan. To the extent that Shares subject to an outstanding Award are not\ndelivered to a participant by reason of the expiration, termination,\ncancellation or forfeiture of such award or by reason of the tendering or\nwithholding of Shares to satisfy all or a portion the tax withholding\nobligations relating to an Award, and to the extent Shares are purchased by the\nCompany with the amount of cash obtained upon the exercise of Options, then\nsuch Shares shall not be deemed to have been delivered for purposes of\ndetermining the maximum number of Shares available for delivery under the Plan.\nIf the exercise price of any Option granted under the Plan or any Prior Plan\nis satisfied by tendering Shares (by actual delivery or attestation), only the\nnumber of Shares issued to the\n<\/font>\n<\/p>
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\n\n\n<\/p>
 participant net of the Shares tendered shall be deemed to be delivered for\npurposes of determining the maximum number of Shares available for delivery\nunder the Plan.\n<\/font>\n<\/p>
         The aggregate number of Shares that may be used in settlement or payment\nof Stock Awards is one-million four hundred eighty-thousand one-hundred and\nfifty-eight (1,480,158) Shares. The number of Shares for which Awards may be\ngranted to any person over the term of the Plan shall not exceed one-\none-million four hundred eighty-thousand one-hundred and fifty-eight\n(1,480,158) Shares; provided, that such limit shall be five-hundred thousand\n(500,000) Shares with respect to the calendar year in which such person begins\nservice as the Chief Executive Officer of the Company; and provided, further,\nthat neither limit shall include any Restoration Options and the number of\nShares for which Restoration Options may be granted to any person in any\ncalendar year shall not exceed five-hundred thousand (500,000) Shares. Issued\nShares shall consist of authorized and unissued Shares, or treasury Shares, and\nno fractional Shares shall be issued. Cash may be paid in lieu of any\nfractional Shares in settlement of Awards.\n<\/font>\n<\/p>
         (b)  Adjustments <\/b>- In the event of any stock dividend, stock split,\ncombination or exchange of securities, merger, consolidation, recapitalization,\nspin-off or other distribution (other than normal cash dividends) of any or all\nof the assets of the Company to stockholders, or any other similar change or\nevent, such proportionate adjustments, if any, as the Committee in its\ndiscretion may deem appropriate to reflect such change or event shall be made\nwith respect to the number and class of securities available under the Plan,\nthe limits under Article V(a), the number and class of securities subject to\neach outstanding Option and the purchase price per security, the terms of each\noutstanding SAR, and the number and class of securities subject to each\noutstanding Stock Award shall be appropriately adjusted by the Committee, such\nadjustments to be made in the case of outstanding Options without an increase\nin the aggregate purchase price. If any such adjustment would result in a\nfractional security being (a) available under the Plan, such fractional\nsecurity shall be disregarded, or (b) subject to an Award, the Company shall\npay the holder of such Award, in connection with the first vesting, exercise or\nsettlement of such award in whole or in part occurring after such adjustment,\nan amount in cash determined by multiplying (i) the fraction of such security\n(rounded to the nearest hundredth) by (ii) the excess, if any, of (A) the Fair\nMarket Value on the vesting, exercise or settlement date over (B) the exercise\nprice, if any, of such Award.\n<\/font>\n<\/p>
ARTICLE VI \u0097 AWARDS<\/b>\n<\/font>\n\n<\/p>
         (a)  General <\/b>- The Committee shall determine the type or types of Award(s)\nto be made to each Participant. Awards may be granted singly, in combination\nor in tandem, and either individually or on the basis of designated groups or\ncategories. In the sole discretion of the Committee, Awards also may be made\nin combination or in tandem with, in replacement of, as alternatives to, or as\nthe payment form for grants or rights under the Prior Plans or any other\ncompensation plan of the Company, including a plan of any entity acquired by\n(or whose assets are acquired by) the Company. The types of Awards that may be\ngranted under the Plan are:\n<\/font>\n<\/p>
                  (i) Options <\/b>- An Option shall represent the right to purchase a specified\nnumber of Shares during a specified period up to ten (10) years as determined\nby the Committee. The purchase price per Share for each Option shall not be\nless than one-hundred\n<\/font>\n<\/p>
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\n\n\n<\/p>
 percent (100%) of the Fair Market Value on the date of grant; provided,\nthat a Substitute Award may be granted with a purchase price per Share that is\nintended to preserve the economic value of the award being replaced. If an\nOption is granted retroactively in substitution for an SAR, the Fair Market\nValue in the Award agreement may be the Fair Market Value on the grant date of\nthe SAR. An Option may be in the form of an Incentive Stock Option, or a\nNon-Qualified Stock Option, as determined by the Committee; provided that\nFounders\u0092 Grants shall always be Non-Qualified Stock Options. The Shares\ncovered by an Option may be purchased, in accordance with the applicable Award\nagreement, by cash payment or such other method permitted by the Committee,\nincluding (i) tendering (either actually or by attestation) Shares owned at\nleast six (6) months, valued at the Fair Market Value at the date of exercise;\n(ii) authorizing a third party to sell the Shares (or a sufficient portion\nthereof) acquired upon exercise of an Option, and assigning the delivery to the\nCompany of a sufficient amount of the sale proceeds to pay for all the Shares\nacquired through such exercise and any tax withholding obligation resulting\nfrom such exercise, or (iii) any combination of the above. The Committee may\ngrant Options that provide for the grant of a restoration option (\u0093Restoration\nOptions\u0094) if the exercise price and tax withholding obligations are satisfied\nby tendering (either actually or by attestation) Shares to, or having Shares\nwithheld by, the Company. The Restoration Option would cover the number of\nShares tendered or withheld, would have an option purchase price per Share set\nat the market price of the shares tendered or withheld as described in the\nprevious sentence (determined, if applicable, as the price at which such shares\nare sold into the market), and would have a term equal to the remaining term of\nthe original Option. No person may be granted Restoration Options more than\ntwice in any calendar year.\n<\/font>\n<\/p>
                  (ii) SARs <\/b>- An SAR shall represent a right to receive a payment, in cash,\nShares or a combination, equal to the excess of the Fair Market Value of a\nspecified number of Shares on the date the SAR is exercised over the Fair\nMarket Value on the grant date of the SAR, as set forth in the Award agreement,\nexcept that if an SAR is granted retroactively in substitution for an Option,\nthe designated Fair Market Value in the Award agreement may be the Fair Market\nValue on the grant date of the Option.\n<\/font>\n<\/p>
                  (iii) Stock Awards <\/b>- A Stock Award shall represent an Award made in or\nvalued in whole or in part by reference to Shares, such as performance shares\nor units or phantom shares or units. Stock Awards may be payable in whole or\nin part in Shares. All or part of any Stock Award may be subject to conditions\nand restrictions established by the Committee and set forth in the Award\nagreement or other plan or document, which may include, but are not limited to,\ncontinuous service with the Company and\/or the achievement of one or more\nperformance goals. The performance criteria that may be used by the Committee\nin granting Stock Awards contingent on performance goals shall consist of total\nstockholder return, appreciation in the fair market value of the Company\u0092s\nstock, net sales growth, net revenue, EBITDA, gross margin, cost reductions or\nsavings, funds from operations, operating income, income before income taxes,\nnet income, income per share (basic or diluted), earnings per share (basic or\ndiluted) profitability as measured by return ratios, including return on\ninvested capital, return on equity, return on sales and return on investment,\ncash flows, market share or cost reduction goals. The Committee may select one\ncriterion or multiple criteria for measuring performance, and the measurement\nmay be based on Company or business unit performance, or based on comparative\nperformance with other companies.\n<\/font>\n<\/p>
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ARTICLE VII \u0097 DIVIDENDS AND DIVIDEND EQUIVALENTS<\/b>\n<\/font>\n\n<\/p>
         The Committee may provide that any Awards under the Plan earn dividends or\ndividend equivalents. Such dividends or dividend equivalents may be paid\ncurrently or may be credited to a Participant\u0092s account under a deferred\ncompensation plan maintained by the Company (to the extent permitted under such\ndeferred compensation plan). Any crediting of dividends or dividend\nequivalents may be subject to such restrictions and conditions as the Committee\nmay establish, including reinvestment in additional Shares or Share\nequivalents.\n<\/font>\n<\/p>
ARTICLE VIII \u0097 PAYMENTS AND PAYMENT DEFERRALS<\/b>\n<\/font>\n\n<\/p>
         Payment of Awards may be in the form of cash, Shares, other Awards or\ncombinations thereof as the Committee shall determine, and with such\nrestrictions as it may impose. The Committee, either at the time of grant or\nby subsequent amendment, may require or permit Participants to elect to defer\nthe issuance of Shares or the settlement of Awards in cash under such rules and\nprocedures as it may establish. It also may provide that deferred settlements\ninclude the payment or crediting of interest on the deferral amounts, or the\npayment or crediting of dividend equivalents where the deferral amounts are\ndenominated in Share equivalents.\n<\/font>\n<\/p>
ARTICLE IX \u0097 TRANSFERABILITY<\/b>\n<\/font>\n\n<\/p>
         Unless otherwise specified in an Award agreement, Awards shall not be\ntransferable or assignable other than by will or the laws of descent and\ndistribution or pursuant to beneficiary designation procedures approved by the\nCompany. The interests of Participants under the Plan are not subject to their\ndebts or other obligations and, except as may be required by the tax\nwithholding provisions of the Code or any state\u0092s income tax act, or pursuant\nto an agreement between a Participant and the Company, may not be voluntarily\nsold, transferred, alienated, assigned or encumbered.\n<\/font>\n<\/p>
ARTICLE X \u0097 CHANGE OF CONTROL<\/b>\n<\/font>\n\n<\/p>
         Immediately prior to any Change of Control (as defined below) all Options\nand SARs previously granted to any Participant shall become fully vested and\nexercisable and all restrictions with respect to any Stock Awards previously\ngranted to any Participant shall lapse. The phrase \u0093immediately prior to any\nChange of Control\u0094 shall be understood to mean sufficiently in advance of a\nChange of Control to permit Participants to take all steps reasonably necessary\nto exercise all Options and SARs and to deal with the Shares underlying all\nStock Awards so that all Awards and Shares issuable with respect thereto may be\ntreated in the same manner as the shares of stock of other shareholders in\nconnection with the Change of Control.\n<\/font>\n<\/p>
         A \u0093Change of Control\u0094 shall occur when:\n<\/font>\n<\/p>
                  (a) A \u0093Person\u0094 (which term, when used in this Article X, 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\ncorporation owned, directly or indirectly, by the stockholders of the Company\nin substantially the same proportions as their ownership of Voting Stock (as\ndefined below) of\n<\/font>\n<\/p>
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 the Company) is or becomes, without the prior consent of a majority of the\nContinuing Directors (as defined below), the Beneficial Owner (as defined in\nRule 13d-3 promulgated under the Exchange Act), directly or indirectly, of\nVoting Stock (as defined below) representing twenty percent (20%) or more of\nthe combined voting power of the Company\u0092s then outstanding securities; 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 Article X, (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 of the Exchange Act, or (B) any person who\nsubsequently becomes a member of the Board whose nomination for election or\nelection to the Board is recommended by a majority of the Continuing Directors\nand (ii) the term \u0093Voting Stock\u0094 means all capital stock of the Company which\nby its terms may be voted on all matters submitted to stockholders of the\nCompany generally.\n<\/font>\n<\/p>
ARTICLE XI \u0097 AWARD AGREEMENTS<\/b>\n<\/font>\n\n<\/p>
         Awards must be evidenced by an agreement (or rules, in the case of\nFounders\u0092 Grants or any \u0093Employee Options\u0094 or \u0093Executive Options\u0094 as defined in\nthe Written Consent of the Committee in Lieu of Special Meeting dated March 2,\n2001) that sets forth the terms, conditions and limitations of such Award. \nSuch terms may include, but are not limited to, the term of the Award, the\nprovisions applicable in the event the Participant\u0092s employment terminates, and\nthe Company\u0092s authority to unilaterally or bilaterally amend, modify, suspend,\ncancel or rescind any Award. The Committee need not require the execution of\nany such agreement by a Participant, in which case acceptance of the Award by\nthe respective Participant shall constitute agreement by the Participant to the\nterms of the Award.\n<\/font>\n<\/p>
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ARTICLE XII \u0097 AMENDMENTS<\/b>\n<\/font>\n\n<\/p>
         The Board may amend the Plan at any time as it deems necessary or\nappropriate, subject to any requirement of stockholder approval required by\napplicable law, rule or regulation, including Section 162(m) and Section 422 of\nthe Code; provided, however, that no amendment shall be made without\nstockholder approval if such amendment would increase the maximum number of\nShares available under the Plan (subject to Article V(b)), or effect any change\ninconsistent with Section 422 of the Code. No amendment may impair the rights\nof a holder of an outstanding Award without the consent of such holder. The\nBoard may suspend the Plan or discontinue the Plan at any time; provided, that\nno such action shall adversely affect any outstanding Award.\n<\/font>\n<\/p>
ARTICLE XIII \u0097 MISCELLANEOUS PROVISIONS<\/b>\n<\/font>\n\n<\/p>
         (a)  Employment Rights <\/b>- The Plan does not constitute a contract of\nemployment and participation in the Plan will not give a Participant the right\nto continue in the employ or service of the Company on a full-time, part-time,\nor any other basis. Participation in the Plan will not give any Participant\nany right or claim to any benefit under the Plan, unless such right or claim\nhas specifically accrued under the terms of the Plan.\n<\/font>\n<\/p>
         (b)  Governing Law <\/b>- Except to the extent superseded by the laws of the\nUnited States, the laws of the State of Maryland, without regard to its\nconflict of laws principles, shall govern in all matters relating to the Plan.\n<\/font>\n<\/p>
         (c)  Severability <\/b>- In the event any provision of the Plan shall be held to\nbe illegal or invalid for any reason, such illegality or invalidity shall not\naffect the remaining parts of the Plan, and the Plan shall be construed and\nenforced as if such illegal or invalid provisions had never been contained in\nthe Plan.\n<\/font>\n<\/p>
         (d)  Withholding <\/b>\u0096 The Company shall have the right to withhold from any\namounts payable under the Plan all federal, state, foreign, city and local\ntaxes as shall be legally required using statutory rates.\n<\/font>\n<\/p>
         (e)  Effect on Other Plans or Agreements <\/b>- Payments or benefits provided to\na Participant under any stock, deferred compensation, savings, retirement or\nother employee benefit plan are governed solely by the terms of such plan.\n<\/font>\n<\/p>
         (f)  Foreign Employees <\/b>- Without amending the Plan, the Committee may grant\nawards to eligible persons who are foreign nationals on such terms and\nconditions different from those specified in the Plan as may, in the judgment\nof the Committee, be necessary or desirable to foster and promote achievement\nof the purposes of the Plan and, in furtherance of such purposes, the Committee\nmay make such modifications, amendments, procedures, subplans and the like as\nmay be necessary or advisable to comply with provisions of laws in other\ncountries or jurisdictions in which the Company or its subsidiaries operates or\nhas employees.\n<\/font>\n<\/p>
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* * * * *\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\nSeptember 4, 2001.\n<\/font>\n<\/p>
         Executed on this fourth day of September, 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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