{"id":39801,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-deferred-compensation-plan-coach-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-deferred-compensation-plan-coach-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-deferred-compensation-plan-coach-inc.html","title":{"rendered":"Executive Deferred Compensation Plan – Coach Inc."},"content":{"rendered":"
COACH, INC.
\nEXECUTIVE DEFERRED COMPENSATION PLAN<\/b>
\n(Amended and Restated as of August      <\/u>, 2001)\n<\/font>\n\n<\/p>
Article I
\nIntroduction<\/b>\n<\/font>\n\n<\/p>
         1.1 The Plan and Its Effective Date. The Coach, Inc. Executive Deferred\nCompensation Plan was originally established as of June 1, 2000 (the \u0093Effective\nDate\u0094). In furtherance of the purposes of said plan and in order to amend said\nplan in certain respects, the plan has been amended and restated in its\nentirety, effective as of August      <\/u>, 2001. Such amendment and restatement\nconstitutes a complete amendment, restatement and continuation of the Coach,\nInc. Executive Deferred Compensation Plan (as amended and restated, the\n\u0093Plan\u0094).\n<\/font>\n<\/p>
         1.2 Purpose. The Plan is established by Coach, Inc., a Maryland\ncorporation (the \u0093Company\u0094), to enable Eligible Employees (as defined in\nSection 2.1) to defer future compensation from the Company or an Employer (as\ndefined in Section 6) and to permit such employees to elect to transfer all\namounts deferred and not yet paid under the Sara Lee Corporation Executive\nDeferred Compensation Plan (the \u0093Prior Plan\u0094) to the Plan. To the extent that\nan Eligible Employee elects a transfer of all amounts deferred and not yet paid\nunder the Prior Plan to the Plan, the provisions of the Plan amend and\nsupercede the provisions of the Prior Plan; provided, that elections and\nbeneficiary designations made by such Eligible Employee under the Prior Plan\nshall remain in effect under the Plan, except as specifically provided in\nsubsection 2.2(i) below. The Plan is intended to be a top-hat plan described\nin Section 201(2) of the Employee Retirement Income Security Act of 1974\n(\u0093ERISA\u0094).\n<\/font>\n<\/p>
         1.3 Administration. The Plan shall be administered by the Company\u0092s Board\nof Directors (the \u0093Board\u0094) or such committee or subcommittee of the Board to\nwhom the Board may delegate its authority to administer the Plan (the Board, or\nsuch committee or subcommittee shall be referred to herein as the\n\u0093Administrator\u0094). Unless otherwise determined by the Board, the Administrator\nshall be the Compensation and Employee Benefits Committee of the Board. The\nAdministrator shall have the powers set forth in the Plan and the power to\ninterpret its provisions. Any decisions of the Administrator shall be final\nand binding on all persons with regard to the Plan. The Administrator may\ndelegate its authority hereunder to any officer or officers of the Company as\nit may deem appropriate.\n<\/font>\n<\/p>
         1.4 Plan Year. The Plan shall be administered on the basis of the\ncalendar year (the \u0093Plan Year\u0094). The first Plan Year shall be a short Plan\nYear beginning on the Effective Date and ending on the next following December\n31st.\n<\/font>\n<\/p>
Article II
\nParticipation and Deferral Elections<\/b>\n<\/font>\n\n<\/p>
         2.1 Eligibility and Participation. Subject to the conditions and\nlimitations of the Plan, all officers and other key employees of the Company\ndesignated by the Administrator shall be eligible to participate in the Plan\n(\u0093Eligible Employees\u0094). Any Eligible Employee who makes a Deferral Election as\ndescribed in Section 2.2 below shall become a participant in the\n<\/font>\n<\/p>
 <\/font>\n<\/p>
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\n\n\n<\/p>
 Plan (\u0093Participant\u0094) and shall remain a Participant until the entire\nbalance of his Deferral Account (defined in Section 3.1 below) is distributed\nto him.\n<\/font>\n<\/p>
         2.2 Rules for Deferral Elections. Any Eligible Employee may make\nirrevocable elections to defer receipt of the amounts described in Section 2.3\nbelow (each such election shall be referred to as a \u0093Deferral Election\u0094 and the\namount deferred pursuant to such an election the \u0093Deferral\u0094) for a Plan Year in\naccordance with the rules set forth below.\n<\/font>\n<\/p>
         (a)  An Eligible Employee shall be eligible to make a Deferral Election\nonly if he is an active, regular, full-time employee of an Employer on the date\nsuch election is made.\n<\/font>\n<\/p>
         (b)  For each Plan Year, an Eligible Employee may make no more than one\nDeferral Election for the Eligible Employee\u0092s Annual Bonus and such number of\nDeferral Elections with respect to the Eligible Employee\u0092s Annual Base Salary\nas the Administrator may prescribe.\n<\/font>\n<\/p>
         (c)  Subject to the following, all Deferral Elections must be made in such\nmanner as the Administrator may prescribe and must be received by the\nAdministrator or its delegate no later than the date specified by the\nAdministrator:\n<\/font>\n<\/p>
                  (i) In no event will the date specified by the Administrator with respect\nto an Annual Bonus be later than: (A) for the first Plan Year, the thirtieth\n(30th) day following the Effective Date, or (B) for each Plan Year thereafter,\nthe end of the Plan Year preceding the Plan Year in which the Annual Bonus is\nanticipated to be paid.\n<\/font>\n<\/p>
                  (ii) Any Deferral Election with respect to an Eligible Employee\u0092s Annual\nBase Salary shall only apply to that portion of the Eligible Employee\u0092s Annual\nBase Salary remaining to be earned for service during the Plan Year after the\ndate the Deferral Election is made.\n<\/font>\n<\/p>
         (d)  As part of each Deferral Election, the Eligible Employee must specify\nthe date on which the Deferral will be paid (the \u0093Distribution Date\u0094). The\nDistribution Dates specified in an Eligible Employee\u0092s Deferral Elections may,\nbut need not necessarily, be the same for all Deferrals. Except as provided in\nsubsection (f) below, each Distribution Date is irrevocable and shall apply\nonly to that portion of the Participant\u0092s Deferral Account which is\nattributable to the Deferral.\n<\/font>\n<\/p>
         (e)  The Distribution Date selected by an Eligible Employee shall not be\nearlier than the January 1 immediately following the first anniversary of the\ndate on which the Deferral Election is made.\n<\/font>\n<\/p>
         (f) A Participant may make an irrevocable election to extend a\nDistribution Date (a \u0093Re-Deferral Election\u0094); provided, that no Re-Deferral\nElection shall be effective unless (i) the Administrator receives the election\nprior to the December 1 of the Plan Year preceding the Plan Year in which the\nDistribution Date to be changed occurs, and (ii) the new Distribution Date is\nnot earlier than the January 1 immediately following the first anniversary of\nthe date the Re-Deferral Election is made. All Re-Deferral Elections must be\nmade in such manner and pursuant to such rules as the Administrator may\nprescribe.\n<\/font>\n<\/p>
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         (g)  As part of each Deferral Election, an Eligible Employee must elect the\nmanner in which the Deferral will be paid beginning on the selected\nDistribution Date. The Deferral may be paid in a single lump sum or in\nsubstantially equal annual installments over a period not exceeding ten (10)\nyears as provided under Section 4.1. Except as provided in Section 4.1, an\nEligible Employee\u0092s election as to the manner of payment shall be irrevocable. \nIf the Participant elects an installment method of payment the Distribution\nDate must be as of January 1.\n<\/font>\n<\/p>
         (h)  A Deferral Election shall be irrevocable; provided, that if the\nAdministrator determines that a Participant has an Unforeseeable Financial\nEmergency (as defined in Section 4.7), then the Participant\u0092s Deferral\nElections then in effect shall be revoked with respect to all amounts not\npreviously deferred.\n<\/font>\n<\/p>
         (i)  Any Eligible Employee who was a participant in the Prior Plan on the\nEffective Date may elect to transfer his or her Prior Plan Deferral Account to\nthe Plan at such time and in accordance with such rules as may be established\nby the Administrator. Amounts transferred under this subsection shall be\nsubject to the Deferral Election and any beneficiary designation made under the\nPrior Plan and shall be treated as a separate Deferral for all purposes of this\nPlan.\n<\/font>\n<\/p>
         2.3 Amounts Deferred. An Eligible Employee may make a Deferral Election\nto defer receipt of the following amounts:\n<\/font>\n<\/p>
         (a)  All or any portion of the Eligible Employee\u0092s annual bonus for a year\ndue under an annual bonus plan or any other short-term incentive plan of the\nCompany or an Employer (an \u0093Annual Bonus\u0094).\n<\/font>\n<\/p>
         (b)  All or any portion of the Eligible Employee\u0092s Annual Base Salary. \n\u0093Annual Base Salary\u0094 shall mean the regular rate of compensation to be paid to\nthe Eligible Employee for services rendered during the Plan Year excluding\nseverance or termination payments, commissions, foreign service payments,\npayments for consulting services and such other unusual or extraordinary\npayments as the Administrator may determine.\n<\/font>\n<\/p>
         (c)  Such other bonuses and incentive payments (including without\nlimitation the award or vesting of any Restricted Stock Units or similar\nawards) under any plan or arrangement established by the Company or an Employer\nas the Administrator may designate as compensation eligible for deferral under\nthis Plan in such increments and subject to such limitations and restrictions\nas the Administrator may establish.\n<\/font>\n<\/p>
Article III
\nDeferral Accounts<\/b>\n<\/font>\n\n<\/p>
         3.1 Deferral Accounts. All amounts deferred pursuant to a Participant\u0092s\nDeferral Elections under the Plan shall be allocated to a bookkeeping account\nin the name of the Participant (\u0093Deferral Account\u0094) and the Administrator shall\nmaintain a separate subaccount under a Participant\u0092s Deferral Account for each\nDeferral. Deferrals shall be credited to the Deferral Account as of the\nDeferral Crediting Date coinciding with or next following the date on which, in\nthe absence of a Deferral Election, the Participant would otherwise have\nreceived the Deferral. A \u0093Deferral Crediting Date\u0094 shall mean (1) in the case\nof deferrals of annual or other\n<\/font>\n<\/p>
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\n\n\n<\/p>
 periodic bonus payments, the business day on which such bonus payments are\nmade, and (2) in the case of deferrals of all other types of payments, the\nbusiness day coinciding with or next following the 15th day of each calendar\nmonth and the business day coinciding with or next following the last day of\neach calendar month.\n<\/font>\n<\/p>
         3.2 Investment of Deferral Account.\n<\/font>\n<\/p>
         (a)  Pre-Initial Public Offering. Prior to the date of the Company\u0092s\ninitial public offering (the \u0093IPO Date\u0094), interest will be credited to the\nParticipant\u0092s Deferral Account as of (i) each business day coinciding with or\nnext following the last day of each month and (ii) the business day immediately\npreceding the IPO Date. The rate of interest to be credited shall be equal to\n7.5 percent, compounded annually.\n<\/font>\n<\/p>
         (b)  Post-Initial Public Offering. On and after the IPO Date, the\nParticipant must make an investment election at the time of each Deferral\nElection. The investment election must be made in writing on such forms and\npursuant to such rules as the Administrator may prescribe, subject to paragraph\n3.3, and shall designate the portion of the Deferral which is to be treated as\ninvested in each investment alternative. The two investment alternatives shall\nbe as follows:\n<\/font>\n<\/p>
                  (i) Stock Equivalent Account. Under the Stock Equivalent Account, the\nParticipant\u0092s Deferral Account shall be invested in \u0093Deferred Stock Units\u0094\nunder which each Deferred Stock Unit represents the right to receive one share\nof Coach, Inc. common stock, par value $0.01 per share (\u0093Common Stock\u0094), on the\nDistribution Date (subject to Sections 4.1 and 4.11 below). On the IPO Date,\nthe number of Deferred Stock Units to be credited to the Participant\u0092s Deferral\nAccount and appropriate subaccounts shall be determined by dividing the balance\nof the Participant\u0092s Deferral Account on that date by the initial offering\nprice of the common stock of Coach, Inc. After the IPO Date, the number of\nCoach, Inc. Deferred Stock Units to be credited to the Participant\u0092s Deferral\nAccount and appropriate subaccounts on each Deferral Crediting Date shall be\ndetermined by dividing the Deferral to be \u0093invested\u0094 on that date by the\naverage of the high and low quotes of a share of Common Stock on the applicable\nday on the New York Stock Exchange Composite Transaction Tape (\u0093Market Value\u0094).\nFractional Deferred Stock Units will be computed to two decimal places. On\nany Common Stock dividend record date, an amount equal to the number of\nDeferred Stock Units held as of such dividend record date multiplied by the\ndividend paid on Common Stock on the applicable dividend payment date shall\neither (A) be credited to the Participant\u0092s Deferral Account and appropriate\nsubaccount as of the March 31st, June 30th, September 30th or December 31st\ncoincident with or next following the dividend payment date and \u0093invested\u0094 in\nadditional Deferred Stock Units as though such dividend credits were a Deferral\nor (B) at the election of the Participant at such time and in accordance with\nsuch rules as established by the Administrator, be paid in cash to the\nParticipant as of the March 31st, June 30th, September 30th or December 31st\ncoincident with or next following the dividend payment date. In the event of\nany stock dividend, stock split, combination or exchange of securities, merger,\nconsolidation, recapitalization, spin-off or other distribution (other than\nnormal cash dividends) of any or all of the assets of the Company to\nstockholders, or any other similar change or event effected without receipt of\nconsideration, such proportionate adjustments, if any, as the Administrator in\nits discretion may deem appropriate to reflect such change or event shall be\nmade with respect to the number of Deferred Stock Units credited to a\nParticipant\u0092s Deferral Account. Subject to Sections 4.1 and 4.11, the number\nof shares of Common Stock to be paid to a Participant on a Distribution Date\nshall be equal to the number of Deferred Stock Units accumulated in the\nDeferral Account on\n<\/font>\n<\/p>
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 such date divided by the total of the payments to be made. Deferred Stock\nUnits shall not have voting rights.\n<\/font>\n<\/p>
                  (ii) Interest Account. Under the Interest Account, interest will be\ncredited to the Participant\u0092s Deferral Account as of the business day\ncoinciding with or next following each June 30 and December 31 (a \u0093Valuation\nDate\u0094) and on the date the final payment of a Deferral is to be made based on\nthe balance in the Participant\u0092s Deferral Account \u0093invested\u0094 in the Interest\nAccount on the Valuation Date or such final payment date. The rate of interest\nto be credited for a Plan Year will be set at the beginning of each Plan Year\nbased upon the U.S. Prime Rate in effect as of such date as reported in the\nWall Street Journal or such other source as may be designated by the\nAdministrator. If installment payments are elected, the amount to be paid to\nthe Participant on a Distribution Date shall be determined as follows: the\namount of the principal payment of each installment shall be determined by\ndividing the current principal balance by the number of remaining installment\npayments and the amount of the interest payment shall be determined by dividing\nthe current interest balance by the number of remaining installment payments. \nAll payments from the Interest Account shall be made in cash.\n<\/font>\n<\/p>
         3.3 Investment Elections and Changes. A Participant\u0092s investment election\nshall be subject to the following rules:\n<\/font>\n<\/p>
         (a)  If the Participant fails to make an investment election with respect\nto a Deferral, the Deferral shall be deemed to be invested in the Interest\nAccount.\n<\/font>\n<\/p>
         (b)  All investments in the Stock Equivalent Account shall be irrevocable.\n<\/font>\n<\/p>
         (c)  A Participant may elect to transfer amounts invested in the Interest\nAccount to the Stock Equivalent Account as of any Valuation Date by filing an\ninvestment change election with the Administrator prior to the Valuation Date\nthe change is to become effective. The amount elected to be transferred to the\nStock Equivalent Account shall be treated as invested in Deferred Stock Units\nas of the Valuation Date and the number of Deferred Stock Units to be credited\nto the Participant\u0092s Deferral Account and appropriate subaccounts as of the\nValuation Date shall be determined by dividing the amount to be transferred by\nthe Market Value on such Valuation Date.\n<\/font>\n<\/p>
         (d)  Until invested as of the Deferral Crediting Date in either the\nInterest Account or Stock Equivalent Account, a Participant\u0092s Deferral shall be\ncredited with interest in such amount, if any, as the Administrator may\ndetermine.\n<\/font>\n<\/p>
         3.4 Vesting. A Participant shall be fully vested at all times in the\nbalance of his Deferral Account.\n<\/font>\n<\/p>
Article IV
\nPayment of Benefits<\/b>\n<\/font>\n\n<\/p>
         4.1 Time and Method of Payment. Payment of a Participant\u0092s Deferral shall\nbe made in a single lump sum or shall commence in installments as elected by\nthe Participant in the Deferral Election. A Participant may make a one-time\nelection after the original Deferral Election to change the method of payment\nelected by the Participant; provided, that such election shall not be effective\nunless the election to change the method of payment is received by the\n<\/font>\n<\/p>
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\n\n\n<\/p>
 Administrator prior to the December 1 of the Plan Year preceding the Plan\nYear in which the Distribution Date specified in the original Deferral Election\noccurs. If a Participant\u0092s Deferral Account is payable in a single lump sum,\nthe payment shall be made as soon as practicable following the Distribution\nDate but not later than thirty (30) days following the Distribution Date. If a\nParticipant\u0092s Deferral is payable in installment payments, then the\nParticipant\u0092s Deferral shall be paid in annual installments of substantially\nequal shares over the period as elected by the Participant in the Deferral\nElection commencing as soon as practicable following the Distribution Date but\nnot later than thirty (30) days following the Distribution Date.\n<\/font>\n<\/p>
         4.2 Payment Upon Total Disability. In the event a Participant becomes\ntotally disabled before all amounts credited to his Deferral Account have been\npaid, payment of the Participant\u0092s Deferral Account shall be made or shall\ncommence in the method of payment elected by the disabled Participant;\nprovided, that the disabled Participant requests payment in writing within\none-hundred eighty (180) days of becoming disabled. If such a request is not\nmade, the disabled Participant\u0092s Deferrals will be paid pursuant to the\nDeferral Elections and the normal provisions of the Plan. A Participant will\nbe considered to be totally disabled for purposes of the Plan if the\nParticipant is determined to be totally disabled under the Company\u0092s disability\nplan applicable to the Participant.\n<\/font>\n<\/p>
         4.3 Payment Upon Retirement or Other Termination of Employment. In the\nevent the Participant retires or otherwise terminates employment with the\nCompany for any reason before the entire balance in the Participant\u0092s Deferral\nAccount has been paid, the Participant\u0092s Deferral Account shall continue to be\nmaintained for the benefit of the Participant and Deferrals shall be paid\npursuant to the Deferral Elections and the normal provisions of the Plan;\nprovided, that a Participant\u0092s Deferral Election may provide for the immediate\npayment of the Participant\u0092s Deferral Account upon his retirement or other\ntermination of employment.\n<\/font>\n<\/p>
         4.4 Payment Upon Death of a Participant. In the event a Participant dies\nbefore all amounts credited to his Deferral Account have been paid, payment of\nthe Participant\u0092s Deferral Account shall be made or shall commence in the\nmethod of payment elected by the Participant\u0092s Beneficiary (as defined in\nSection 4.5) or the Executor\/Executrix of the Participant\u0092s estate; provided,\nthat the request is made in writing within one-hundred eighty (180) days of the\nParticipant\u0092s death. If such a request is not made, the deceased Participant\u0092s\nDeferrals will be paid pursuant to the Deferral Elections and the normal\nprovisions of the Plan.\n<\/font>\n<\/p>
         4.5 Beneficiary. Each Participant shall designate one or more individuals\nor entities (collectively, the \u0093Beneficiary\u0094) to receive the balance of the\nParticipant\u0092s Deferral Account in the event of the Participant\u0092s death prior to\nthe payment of his entire Deferral Account. To be effective, any Beneficiary\ndesignation shall be filed in writing with the Administrator. A Participant\nmay revoke an existing Beneficiary designation by filing another written\nBeneficiary designation with the Administrator. The latest Beneficiary\ndesignation received by the Administrator shall be controlling. If no\nBeneficiary is named by a Participant or if he survives all of his named\nBeneficiaries, the Deferral Account shall be paid in the following order of\nprecedence:\n<\/font>\n<\/p>
         (a)  the Participant\u0092s spouse;\n<\/font>\n<\/p>
         (b)  the Participant\u0092s children (including adopted\nchildren), per stirpes; or\n
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         (c)  the Participant\u0092s estate.\n<\/font>\n<\/p>
         4.6 Form of Payment. The payment of a portion of a Deferral deemed to be\ninvested in the Investment Account shall be made in cash. The distribution of\nthat portion of a Deferral deemed to be invested in the Stock Equivalent\nAccount shall be distributed in whole shares of Common Stock with fractional\nshares credited to federal income taxes withheld.\n<\/font>\n<\/p>
         4.7 Unforeseeable Financial Emergency. If the Administrator or its\ndesignee determines that a Participant has incurred an Unforeseeable Financial\nEmergency (as defined below), the Participant may withdraw in cash and\/or stock\nthe portion of the balance of his Deferral Account needed to satisfy the\nUnforeseeable Financial Emergency, to the extent that the Unforeseeable\nFinancial Emergency may not be relieved through reimbursement or compensation\nby insurance or otherwise or by liquidation of the Participant\u0092s assets, to the\nextent the liquidation of such assets would not itself cause severe financial\nhardship. An \u0093Unforeseeable Financial Emergency\u0094 is a severe financial\nhardship to the Participant resulting from (a) a sudden and unexpected illness\nor accident of the Participant or of a dependent of the Participant; (b) loss\nof the Participant\u0092s property due to casualty; or (iii) such other similar\nextraordinary and unforeseeable circumstances arising as a result of events\nbeyond the control of the Participant as determined by the Administrator. A\nwithdrawal on account of an Unforeseeable Financial Emergency shall be paid as\nsoon as possible following the date on which the withdrawal is approved.\n<\/font>\n<\/p>
         4.8 Early Withdrawal with Penalty. Notwithstanding the other provisions\nof the Plan to the contrary, a Participant may request a withdrawal from his\nDeferral Account by filing a request with the Administrator or its designee in\nwriting. Payment will be made to the Participant within thirty (30) days of\nthe approval of such a request. Any amount withdrawn under this provision will\nbe charged with a ten (10) percent early withdrawal penalty which will be\nwithheld from the amount withdrawn and forfeited as provided in Section 5.5.\n<\/font>\n<\/p>
         4.9 Withholding of Taxes. The Company shall withhold any applicable\nminimum statutory Federal, state or local income tax from payments due under\nthe Plan. The Company shall also withhold Social Security taxes, including the\nMedicare portion of such taxes, and any other employment taxes as necessary to\ncomply with applicable laws.\n<\/font>\n<\/p>
         4.10 Small Amounts. Notwithstanding any election by the Participant\nregarding the timing and manner of payment of his Deferrals, in the event of a\nParticipant\u0092s retirement or other termination of employment, the Employer may\nelect to pay the Participant a lump sum distribution of the entire value of the\nParticipant\u0092s Deferral Account; provided, that the value is less than\nten-thousand dollars ($10,000) determined as of the Valuation Date coinciding\nwith or immediately following the Participant\u0092s termination of employment.\n<\/font>\n<\/p>
         4.11 Payment Upon Bankruptcy Liquidation. Notwithstanding anything\ncontained in the Plan to the contrary, in the event that the Company is\nliquidated in bankruptcy, (a) no distributions from the Plan shall be made in\nshares of Common Stock and (b) distributions to a Participant shall be made in\ncash in an amount determined by multiplying each Deferred Stock Unit in the\nParticipant\u0092s Deferral Account by the Market Value of Common Stock on the date\nsuch Deferred Stock Unit was first credited to the Participant\u0092s Deferral\nAccount.\n<\/font>\n<\/p>
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Article V
\nMiscellaneous<\/b>\n<\/font>\n\n<\/p>
         5.1 Funding. Benefits payable under the Plan to any Participant shall be\npaid directly by the Participant\u0092s Employer (including the Company if the\nParticipant is employed by the Company). The Company and the Employers shall\nnot be required to fund, or otherwise segregate assets to be used for payment\nof benefits under the Plan.\n<\/font>\n<\/p>
         5.2 Account Statements. As soon as practical after the end of each Plan\nYear (or after such additional date or dates as the Administrator, in its\ndiscretion, may designate), each Participant shall be provided with a statement\nof the balance of his Deferral Account hereunder as of the last day of such\nPlan Year (or as of such other dates as the Administrator, in its discretion,\nmay designate).\n<\/font>\n<\/p>
         5.3 No Employment Rights. Establishment of the Plan shall not be\nconstrued to give any Eligible Employee the right to be retained in the\nCompany\u0092s service or to any benefits not specifically provided by the Plan.\n<\/font>\n<\/p>
         5.4 Interests Not Transferable. Except as (a) provided under (i) Section\n4.9 or (ii) an agreement between a Participant and the Company, or (b) required\nfor purposes of withholding of any tax under the laws of the United States or\nany state or locality, no benefit payable at any time under the Plan shall be\nsubject in any manner to alienation, sale, transfer, assignment, pledge,\nattachment, or other legal process, or encumbrance of any kind. Any attempt to\nalienate, sell, transfer, assign, pledge or otherwise encumber any such\nbenefits, whether currently or thereafter payable, shall be void. No person\nshall, in any manner, be liable for or subject to the debts or liabilities of\nany person entitled to such benefits. If any person shall attempt to, or shall\nalienate, sell, transfer, assign, pledge or otherwise encumber his benefits\nunder the Plan, or if by any reason of his bankruptcy or other event happening\nat any time, such benefits would devolve upon any other person or would not be\nenjoyed by the person entitled thereto under the Plan, then the Administrator,\nin its discretion, may terminate the interest in any such benefits of the\nperson entitled thereto under the Plan and hold or apply them for or to the\nbenefit of such person entitled thereto under the Plan or his spouse, children\nor other dependents, or any of them, in such manner as the Administrator may\ndeem proper.\n<\/font>\n<\/p>
         5.5 Forfeitures and Unclaimed Amounts. Unclaimed amounts shall consist of\nthe amounts of the Deferral Account of a Participant that are not distributed\nbecause of the Administrator\u0092s inability, after a reasonable search, to locate\na Participant or his Beneficiary, as applicable, within a period of two (2)\nyears after the date upon which the payment of any benefits becomes due and the\namount by which a Participant\u0092s Account is reduced under Section 4.8. \nUnclaimed amounts shall be forfeited at the end of such two-year period. These\nforfeitures will reduce the obligations of the Company under the Plan and the\nParticipant or Beneficiary, as applicable, shall have no further right to his\nDeferral Account unless the Administrator determines otherwise in a particular\ncase.\n<\/font>\n<\/p>
         5.6 Controlling Law. The law of the State of Maryland, except its law with\nrespect to choice of law, shall be controlling in all matters relating to the\nPlan to the extent not preempted by ERISA.\n<\/font>\n<\/p>
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         5.7 Gender and Number. Words in the masculine gender shall include the\nfeminine, and the plural shall include the singular and the singular shall\ninclude the plural.\n<\/font>\n<\/p>
         5.8 Action by the Company. Except as otherwise specifically provided\nherein, any action required of or permitted by the Company under the Plan shall\nbe by resolution of the Board of Directors of the Company or by action of any\ncommittee or subcommittee of the Board or other person(s) authorized by\nresolution of the Board.\n<\/font>\n<\/p>
Article VI
\nEmployer Participation<\/b>\n<\/font>\n\n<\/p>
         Any subsidiary or affiliate of the Company incorporated under the laws of\nany state in the United States (an \u0093Employer\u0094) may, with the approval of the\nAdministrator and under such terms and conditions as the Administrator may\nprescribe, adopt the corresponding portions of the Plan. The Administrator may\namend the Plan as necessary or desirable to reflect the adoption of the Plan by\nan Employer; provided, however, that an adopting Employer shall not have the\nauthority to amend or terminate the Plan under Article VII.\n<\/font>\n<\/p>
Article VII
\nAmendment and Termination<\/b>\n<\/font>\n\n<\/p>
         The Company intends the Plan to be permanent, but reserves the right at\nany time by action of its Board of Directors to modify, amend or terminate the\nPlan; provided, however, that any amendment or termination of the Plan shall\nnot reduce or eliminate any Deferral Account accrued through the date of such\namendment or termination. The Administrator shall have the same authority to\nadopt amendments to the Plan as the Board of Directors of the Company in the\nfollowing circumstances:\n<\/font>\n<\/p>
         (a)  to adopt amendments to the Plan which the Administrator determines are\nnecessary or desirable for the Plan to comply with or to obtain benefits or\nadvantages under the provisions of applicable law, regulations or rulings or\nrequirements of the Internal Revenue Service or other governmental or\nadministrative agency or changes in such law, regulations, rulings or\nrequirements; and\n<\/font>\n<\/p>
         (b)  to adopt any other procedural or cosmetic amendment that the\nAdministrator determines to be necessary or desirable that does not materially\nchange benefits to Participants or their Beneficiaries or materially increase\nthe Company\u0092s or adopting Employers\u0092 obligations under the Plan.\n<\/font>\n<\/p>
* * * * *\n<\/font>\n\n<\/p>
\n<\/p><\/pre>\n\n\n
 <\/font><\/td>\n <\/font><\/td>\nI hereby certify that the Plan was originally established effective as of
\nJune 1, 2000. I hereby certify that the Plan, as amended and restated in its
\nentirety, was approved by the Board of Directors of Coach, Inc., effective as
\nof August      <\/u>, 2001.<\/font><\/td>\n<\/tr>\n<\/table>\n
         Executed on this      <\/u> day of August, 2001.
\n<\/font>\n<\/p>\n<\/p>\n\n\n
 <\/font><\/td>\n<\/p>\n
\nCarole P. Sadler, Secretary<\/font><\/td>\n<\/tr>\n<\/table>\n
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