\nARTICLE I CONTRIBUTION AND ASSUMPTION…………………………………………….1
\n Section 1.1 Contribution of Assets and Assumption of
\n Liabilities……………………………………1
\n Section 1.2 Coach Assets…………………………………..2
\n Section 1.3 Coach Liabilities………………………………4
\n Section 1.4 Shared Contracts……………………………….6
\n Section 1.5 Methods of Transfer and Assumption. ……………..7
\n Section 1.6 Documents Relating to Transfers of Coach
\n Assets and Assumption of Coach Liabilities………..8
\n Section 1.7 Governmental Approvals and Consents………………8
\n Section 1.8 Nonrecurring Costs and Expenses………………….9
\n Section 1.9 Novation of Assumed Coach Liabilities…………….9<\/p>\nARTICLE II LITIGATION………………………………………………………….10
\n Section 2.1 Litigation……………………………………10
\n Section 2.2 Cooperation…………………………………..11<\/p>\n
ARTICLE III MISCELLANEOUS………………………………………………………12
\n Section 3.1 Entire Agreement………………………………12
\n Section 3.2 Governing Law and Jurisdiction………………….12
\n Section 3.3 Notices………………………………………12
\n Section 3.4 Termination…………………………………..13
\n Section 3.5 Parties in Interest……………………………13
\n Section 3.6 Counterparts………………………………….13
\n Section 3.7 Assignment……………………………………13
\n Section 3.8 Severability………………………………….14
\n Section 3.9 Failure or Indulgence Not Waiver; Remedies
\n Cumulative……………………………………14
\n Section 3.10 Amendment…………………………………….14
\n Section 3.11 Authority…………………………………….14
\n Section 3.12 Interpretation………………………………..14
\n Section 3.13 Conflicting Agreements…………………………15
\n Section 3.14 Dispute Resolution…………………………….15<\/p>\n
-i-<\/p>\n
ARTICLE IV DEFINITIONS…………………………………………………………16
\n Section 4.1 AAA………………………………………….16
\n Section 4.2 Action……………………………………….16
\n Section 4.3 Affiliated Company…………………………….16
\n Section 4.4 Ancillary Agreement……………………………17
\n Section 4.5 Assets……………………………………….17
\n Section 4.6 Coach Affiliate……………………………….19
\n Section 4.7 Coach Assets………………………………….19
\n Section 4.8 Coach Balance Sheet……………………………19
\n Section 4.9 Coach Business………………………………..19
\n Section 4.10 Coach Contingent Gain………………………….19
\n Section 4.11 Coach Contingent Liability……………………..20
\n Section 4.12 Coach Contracts……………………………….20
\n Section 4.13 Coach Group…………………………………..21
\n Section 4.14 Coach Liabilities……………………………..21
\n Section 4.15 Coach Pro Forma Balance Sheet…………………..21
\n Section 4.16 Consents……………………………………..21
\n Section 4.17 Contracts…………………………………….22
\n Section 4.18 Delayed Transfer Assets………………………..22
\n Section 4.19 Delayed Transfer Liabilities……………………22
\n Section 4.20 Dispute………………………………………22
\n Section 4.21 Dispute Resolution Commencement Date…………….22
\n Section 4.22 Distribution………………………………….22
\n Section 4.23 Distribution Date……………………………..23
\n Section 4.24 Excluded Assets……………………………….22
\n Section 4.25 Excluded Liabilities…………………………..22
\n Section 4.26 Governmental Approvals…………………………22
\n Section 4.27 Governmental Authority…………………………23
\n Section 4.28 Indemnification and Insurance Matters
\n Agreement…………………………………….23
\n Section 4.29 Insurance Policies…………………………….23
\n Section 4.30 Insurance Proceeds…………………………….23
\n Section 4.31 Insured Coach Liabilities………………………23
\n Section 4.32 Intellectual Property………………………….23
\n Section 4.33 IPO………………………………………….24
\n Section 4.34 IPO Closing Date………………………………24
\n Section 4.35 IPO Registration Statement……………………..24
\n Section 4.36 Liabilities…………………………………..24<\/p>\n
-ii-<\/p>\n
Section 4.37 Other Financial Liabilities…………………….24
\n Section 4.38 Person……………………………………….25
\n Section 4.39 Real Estate Matters Agreement…………………..25
\n Section 4.40 Sara Lee Affiliate…………………………….25
\n Section 4.41 Sara Lee Group………………………………..25
\n Section 4.42 Security Interest……………………………..25
\n Section 4.43 Separation……………………………………25
\n Section 4.44 Separation Agreement…………………………..25
\n Section 4.45 Separation Date……………………………….25
\n Section 4.46 Shared Contract……………………………….25
\n Section 4.47 Shared Contractual Liabilities………………….26
\n Section 4.48 Subsidiary……………………………………26
\n Section 4.49 Tax Sharing Agreement………………………….26
\n Section 4.50 Taxes………………………………………..26<\/p>\n
-iii-<\/p>\n
SCHEDULES<\/p>\n
Schedule 1.1(c)………………………………………………….28
\n<\/c><\/s><\/caption>\n<\/table>\n
-iv-<\/p>\n
GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT<\/p>\n
This General Assignment and Assumption Agreement (this “Agree
\nment”) is dated as of August 24, 2000 between Sara Lee Corporation, a Mary
\nland corporation (“Sara Lee”), and Coach, Inc., a Maryland corporation
\n(“Coach”). Capitalized terms used herein and not otherwise defined herein
\nshall have the meanings ascribed to such terms in Article IV hereof.<\/p>\n
RECITALS<\/p>\n
WHEREAS, Sara Lee hereby and by certain other instruments of
\neven date herewith transfers or will transfer to Coach effective as of the
\nSeparation Date, certain assets of the Coach Business owned by Sara Lee in
\naccordance with the Master Separation Agreement dated as of August 24, 2000
\nbetween Sara Lee and Coach (the “Separation Agreement”).<\/p>\n
WHEREAS, it is further intended between the parties that Coach
\nassume certain of the liabilities related to the Coach Business currently
\nowned by Sara Lee, as provided in this Agreement, the Separation Agreement or
\nthe other agreements and instruments provided for in the Separation Agreement.<\/p>\n
NOW, THEREFORE, in consideration of the foregoing and the
\ncovenants and agreements set forth below, the parties hereto agree as follows:<\/p>\n
ARTICLE I<\/p>\n
CONTRIBUTION AND ASSUMPTION<\/p>\n
Section 1.1 CONTRIBUTION OF ASSETS AND ASSUMPTION OF LIABILITIES.<\/p>\n
(a) TRANSFER OF ASSETS. Effective as of the Separation Date,
\nSara Lee hereby assigns, transfers, conveys and delivers (or will cause any
\napplicable Subsidiary to assign, transfer, convey and deliver) to Coach and
\nCoach hereby accepts from Sara Lee, or the applicable Sara Lee Subsidiary,
\nand agrees to cause the applicable Coach Subsidiary to accept, all of Sara
\nLee’s and its applicable Subsidiaries’ respective right, title and interest
\nin all Coach Assets, other than the Delayed Transfer Assets; PROVIDED,
\nHOWEVER, that any Coach Assets that are specifically assigned or transferred
\npursuant to another Ancillary Agreement shall not be assigned or transferred
\npursuant to this Section 1.1(a).<\/p>\n
1<\/p>\n
(b) ASSUMPTION OF LIABILITIES. Effective as of the Separation
\nDate, Coach hereby assumes and agrees faithfully to perform and fulfill (or
\nwill cause any applicable Coach Subsidiary to assume, perform and fulfill)
\nall the Coach Liabilities heretofore held by Sara Lee, other than the Delayed
\nTransfer Liabilities, in accordance with their respective terms. Thereafter,
\nCoach shall be responsible (or will cause any applicable Coach Subsidiary to
\nbe responsible) for all Coach Liabilities held by Sara Lee, regardless of
\nwhen or where such Liabilities arose or arise, or whether the facts on which
\nthey are based occurred prior to, on or after the date hereof, regardless of
\nwhere or against whom such Liabilities are asserted or determined (including
\nany Coach Liabilities arising out of claims made by Sara Lee’s or Coach’s
\nrespective directors, officers, consultants, independent contractors,
\nemployees or agents against any member of the Sara Lee Group or the Coach
\nGroup) or whether asserted or determined prior to the date hereof, and
\nregardless of whether arising from or alleged to arise from negligence,
\nrecklessness, violation of law, misrepresentation by any member of the Sara
\nLee Group or the Coach Group or any of their respective directors, officers,
\nemployees or agents, except for any Liabilities resulting from any fraudulent
\nact by Sara Lee in the operation of the Coach Business prior to the
\nSeparation Date.<\/p>\n
(c) DELAYED TRANSFER ASSETS AND LIABILITIES. Each of the
\nparties hereto agrees that the Delayed Transfer Assets will be assigned,
\ntransferred, conveyed and delivered, and the Delayed Transfer Liabilities
\nwill be assumed, in accordance with the terms of the agreements that provide
\nfor such assignment, transfer, conveyance and delivery, or such assumption,
\nafter the date of this Agreement or as otherwise set forth on Schedule
\n1.1(c). Following such assignment, transfer, conveyance and delivery of any
\nDelayed Transfer Asset, or the assumption of any Delayed Transfer Liability,
\nthe applicable Delayed Transfer Asset or Delayed Transfer Liability shall be
\ntreated for all purposes of this Agreement and the other Ancillary Agreements
\nas a Coach Asset or as a Coach Liability, as the case may be.<\/p>\n
(d) MISALLOCATED ASSETS. In the event that at any time or from
\ntime to time (whether prior to, on or after the Separation Date), any party
\nhereto (or any member of such party’s respective Group) shall receive or
\notherwise possess any Asset that is allocated to any other Person pursuant to
\nthis Agreement or any Ancillary Agreement, such party shall promptly
\ntransfer, or cause to be transferred, such Asset to the Person so entitled
\nthereto. Prior to any such transfer, the Person receiving or possessing such
\nAsset shall hold such Asset in trust for any such other Person.<\/p>\n
Section 1.2 COACH ASSETS.<\/p>\n
2<\/p>\n
(a) INCLUDED ASSETS. For purposes of this Agreement, “Coach
\nAssets” shall mean (without duplication) the following Assets, except as
\notherwise provided for in any other Ancillary Agreement or other written
\nagreement of the parties:<\/p>\n
(i) all Assets reflected in the Coach Balance Sheet,
\n subject to any dispositions of such Assets subsequent to the date of the
\n Coach Balance Sheet; PROVIDED, HOWEVER, that such Assets shall exclude
\n the accounts receivable from Sara Lee that are reflected in the Coach
\n Balance Sheet but that, as disclosed in the IPO Registration Statement,
\n will be capitalized into Sara Lee’s equity on or prior to the completion
\n of the IPO;<\/p>\n
(ii) all Assets that have been written off, expensed or
\n fully depreciated that, had they not been written off, expensed or fully
\n depreciated, would have been reflected in the Coach Balance Sheet in
\n accordance with the principles and accounting policies under which the
\n Coach Balance Sheet was prepared;<\/p>\n
(iii) all Assets acquired by Sara Lee or its Subsidiaries
\n after the date of the Coach Balance Sheet that would be reflected in the
\n balance sheet of Coach as of the Separation Date if such balance sheet
\n was prepared using the same principles and accounting policies under
\n which the Coach Balance Sheet was prepared;<\/p>\n
(iv) all Assets that should have been reflected in the
\n Coach Balance Sheet as of the Separation Date but are not reflected in
\n the Coach Balance Sheet due to mistake or unintentional omission;
\n PROVIDED, HOWEVER, that, subject to Section 1.5(b), no Asset shall be a
\n Coach Asset requiring any transfer by Sara Lee unless Coach or its
\n Subsidiaries have, on or before the earlier of the second anniversary of
\n the Separation Date or the Distribution Date, given Sara Lee or its
\n Subsidiaries notice that Coach believes that such Asset is a Coach
\n Asset;<\/p>\n
(v) all Coach Contingent Gains;<\/p>\n
(vi) all Coach Contracts;<\/p>\n
3<\/p>\n
(vii) all Intellectual Property used exclusively in the
\n Coach Business, which shall include, without limitation, the tradename
\n and trademarks COACH, COACH AND LOZENGE design, COACH AND TAG
\n design, “C” SIGNATURE FABRIC design and any other trademarks using the
\n name “Coach”;<\/p>\n
(viii) to the extent permitted by law and subject to the
\n Indemnification and Insurance Matters Agreement, all rights of any
\n member of the Coach Group under any of Sara Lee’s Insurance Policies or
\n other insurance policies issued by Persons unaffiliated with Sara Lee;<\/p>\n
(ix) all outstanding capital stock of Coach Stores Puerto
\n Rico, Inc., a Delaware corporation, Coach Leatherware Int’l, Inc., a
\n Delaware corporation, Coach Europe Services S.r.l., an Italian
\n corporation, and Coach U.K. Ltd., a United Kingdom corporation; and<\/p>\n
(x) all Assets that are expressly contemplated by this
\n Agreement, the Separation Agreement or any other Ancillary Agreement or
\n any Schedule hereto or thereto as Assets to be transferred to Coach or
\n any other member of the Coach Group.<\/p>\n
Notwithstanding the foregoing, the Coach Assets shall not include the Excluded
\nAssets referred to in Section 1.2(b) below.<\/p>\n
(b) EXCLUDED ASSETS. For the purposes of this Agreement,
\n“Excluded Assets” shall mean any Assets that are expressly contemplated by the
\nSeparation Agreement, this Agreement or any other Ancillary Agreement (or the
\nSchedules hereto or thereto) as Assets to be retained by Sara Lee or any other
\nmember of the Sara Lee Group.<\/p>\n
Section 1.3 COACH LIABILITIES.<\/p>\n
(a) INCLUDED LIABILITIES. For the purposes of this Agreement,
\n“Coach Liabilities” shall mean (without duplication) the following Liabilities,
\nexcept as otherwise provided for in any other Ancillary Agreement or other
\nexpress agreement of the parties:<\/p>\n
4<\/p>\n
(i) all Liabilities reflected in the Coach Balance Sheet,
\n subject to any discharge of such Liabilities subsequent to the date of
\n the Coach Balance Sheet;<\/p>\n
(ii) all Liabilities of Sara Lee or its Subsidiaries that
\n arise after the date of the Coach Balance Sheet that would be reflected
\n in the balance sheet of Coach as of the Separation Date if such balance
\n sheet was prepared using the same principles and accounting policies
\n under which the Coach Balance Sheet was prepared;<\/p>\n
(iii) all Liabilities that should have been reflected in
\n the Coach Balance Sheet as of the Separation Date but are not reflected
\n in the Coach Balance Sheet due to mistake or unintentional omission;
\n PROVIDED, HOWEVER, that, subject to Section 1.5(b), no Liability shall
\n be considered as a Coach Liability unless Sara Lee or its Subsidiaries,
\n on or before the earlier of the second anniversary of the Separation
\n Date or the Distribution Date, has given Coach or its Subsidiaries
\n notice that Sara Lee believes that such Liability is a Coach Liability;<\/p>\n
(iv) all Coach Contingent Liabilities;<\/p>\n
(v) all Liabilities (other than Liabilities for Taxes),
\n whether arising before, on or after the Separation Date, substantially
\n or exclusively relating to, arising out of or resulting from:<\/p>\n
(1) the operation of the Coach Business, as
\n conducted at any time prior to, on or after the Separation Date
\n (including any Liability relating to, arising out of or resulting from
\n any act or failure to act by any director, officer, employee, agent or
\n representative (whether or not such act or failure to act is or was
\n within such Person’s authority));<\/p>\n
(2) the operation of any business conducted
\n by any member of the Coach Group at any time after the Separation Date
\n (including any Liability relating to, arising out of or resulting from
\n any act or failure to act by any director, officer, employee, agent or
\n representative (whether or not such act or failure to act is or was
\n within such Person’s authority)); or<\/p>\n
5<\/p>\n
(3) any Coach Assets;<\/p>\n
(vi) outstanding indebtedness of Sara Lee owing to
\n International Affiliates & Investment Inc., a Delaware corporation, as
\n lender, and evidenced by a Term Note dated as of June 30, 2000 in an
\n aggregate principal amount of $190,000,000;<\/p>\n
(vii) all Liabilities that are expressly contemplated by
\n this Agreement, the Separation Agreement or any other Ancillary
\n Agreement (or the Schedules hereto or thereto) as Liabilities to be
\n assumed by Coach or any member of the Coach Group, and all agree ments,
\n obligations and Liabilities of any member of the Coach Group under this
\n Agreement or any of the Ancillary Agreements.<\/p>\n
Notwithstanding the foregoing, the Coach Liabilities shall not
\ninclude the Excluded Liabilities referred to in Section 1.3(b) below.<\/p>\n
(b) EXCLUDED LIABILITIES. For the purposes of this Agreement,
\n“Excluded Liabilities” shall mean:<\/p>\n
(i) all Insured Coach Liabilities;<\/p>\n
(ii) all Liabilities that are expressly contemplated by
\n this Agreement, the Separation Agreement or any other Ancillary
\n Agreement (or the Schedules hereto or thereto) as Liabilities to be
\n retained or assumed by Sara Lee or any other member of the Sara Lee
\n Group, and all agreements and obligations of any member of the Sara Lee
\n Group under the Separation Agreement, this Agreement or any other
\n Ancillary Agreement.<\/p>\n
Section 1.4 SHARED CONTRACTS.<\/p>\n
(a) With respect to Shared Contractual Liabilities pursuant to,
\nunder or relating to a given Shared Contract, such Shared Contractual
\nLiabilities shall be allocated between the parties as follows:<\/p>\n
(i) First, if a Liability is incurred exclusively in
\n respect of a benefit received by one party, the party receiving such
\n benefit shall be responsible for such Liability.<\/p>\n
6<\/p>\n
(ii) Second, if a Liability cannot be exclusively
\n allocated to one party under clause (i), such Liability shall be
\n allocated among both parties based on the relative proportions of total
\n benefit received (over the term of the Shared Contract, measured as of
\n the date of allocation) under the relevant Shared Contract.
\n Notwithstanding the foregoing, each party shall be responsible for any
\n or all Liabilities arising out of or resulting from its breach of the
\n relevant Shared Contract.<\/p>\n
(b) If Sara Lee or any member of the Sara Lee Group, on the one
\nhand, or Coach or any member of the Coach Group, on the other hand, receives any
\nbenefit or payment under any Shared Contract which was intended for the other
\nparty, Sara Lee and any member of the Sara Lee Group, on the one hand, or Coach
\nand any member of the Coach Group, on the other hand, will use their respective
\ncommercially reasonable efforts to deliver, transfer or otherwise afford such
\nbenefit or payment (on an after-tax basis) to the other party.<\/p>\n
Section 1.5 METHODS OF TRANSFER AND ASSUMPTION.<\/p>\n
(a) TERMS OF OTHER ANCILLARY AGREEMENTS GOVERN. The parties
\nshall enter into the other Ancillary Agreements, on or about the date of this
\nAgreement. To the extent that the transfer of any Coach Asset or the
\nassumption of any Coach Liability is expressly provided for by the terms of
\nany other Ancillary Agreement, the terms of such other Ancillary Agreement
\nshall effect, and determine the manner of, the transfer or assumption. For
\nexample, and without limitation, transfers of interests in real property used
\nsubstantially or exclusively in the Coach Business shall be governed by the
\nReal Estate Matters Agreement. It is the intent of the parties that pursuant
\nto Sections 1.1, 1.2, 1.3 and 1.4, the transfer and assumption of all other
\nCoach Assets and Coach Liabilities, other than Delayed Transfer Assets and
\nDelayed Transfer Liabilities, shall be made effective as of the Separation
\nDate.<\/p>\n
(b) MISTAKEN ASSIGNMENTS AND ASSUMPTIONS. In addition to those
\ntransfers and assumptions accurately identified and designated by the parties
\nto take place but which the parties are not able to effect prior to the
\nSeparation Date, there may exist (i) Assets that the parties discover were,
\ncontrary to the agreements between the parties, by mistake or unintentional
\nomission, transferred to Coach or retained by Sara Lee or (ii) Liabilities
\nthat the parties discover were, contrary to the agreements between the
\nparties, by mistake or unintentional omission, assumed by <\/p>\n
7<\/p>\n
Coach or not assumed by Coach. The parties shall cooperate in good faith to
\neffect the transfer or re-transfer of such Assets, and\/or the assumption or
\nre-assumption of such Liabilities, to or by the appropriate party and shall
\nnot use the determination that remedial actions need to be taken to alter the
\noriginal intent of the parties hereto with respect to the Assets to be
\ntransferred to or Liabilities to be assumed by Coach. Each party shall
\nreimburse the other or make other financial adjustments or other adjustments
\nto remedy any mistakes or omissions relating to any of the Assets transferred
\nhereby or any of the Liabilities assumed hereby.<\/p>\n
(c) TRANSFER OF ASSETS AND LIABILITIES NOT INCLUDED IN COACH
\nASSETS AND COACH LIABILITIES. In the event the parties discover Assets and
\nLiabilities that relate substantially or exclusively to the Coach Business
\nbut do not constitute Coach Assets under Section 2.1 or Coach Liabilities
\nunder Section 1.3, the parties shall cooperate in good faith to effect the
\ntransfer of such Assets at book value, or the assumption of such Liabilities,
\nto Coach or its Subsidiaries to the extent such Assets or Liabilities relate
\nsubstantially or exclusively to the Coach Business and shall not use the
\ndetermination of remedial actions contemplated in the Separation Agreement to
\nalter the original intent of the parties hereto with respect to the Assets to
\nbe transferred to or Liabilities to be assumed by Coach. Each party shall
\nreimburse the other or make other financial adjustments or other adjustments
\nto remedy any mistakes or omissions relating to any of the Assets transferred
\nhereby or any of the Liabilities assumed hereby.<\/p>\n
Section 1.6 DOCUMENTS RELATING TO TRANSFERS OF COACH ASSETS AND
\nASSUMPTION OF COACH LIABILITIES. In furtherance of the assignment, transfer
\nand conveyance of Coach Assets and the assumption of Coach Liabilities set
\nforth in Section 1.1 and Sections 1.4(a), (b) and (c) and certain other
\nAncillary Agreements, simulta neously with the execution and delivery hereof
\nor as promptly as practicable thereafter, (i) Sara Lee shall execute and
\ndeliver, and shall cause its Subsidiaries to execute and deliver, such bills
\nof sale, stock powers, certificates of title, assignments of contracts and
\nother instruments of transfer, conveyance and assignment as and to the extent
\nnecessary to evidence the transfer, conveyance and assignment of all of Sara
\nLee’s and its Subsidiaries’ right, title and interest in and to the Coach
\nAssets to Coach and (ii) Coach shall execute and deliver to Sara Lee and its
\nSubsidiaries such assumptions of contracts and other instruments of
\nassumption as and to the extent necessary to evidence the valid and effective
\nassumption of the Coach Liabilities by Coach.<\/p>\n
Section 1.7 GOVERNMENTAL APPROVALS AND CONSENTS.<\/p>\n
8<\/p>\n
(a) TRANSFER IN VIOLATION OF LAWS. If and to the extent that
\nthe valid, complete and perfected transfer or assignment to the Coach Group
\nof any Coach Assets or assumption or novation by the Coach Group of any
\nSilver Liabilities would be a violation of applicable laws or require any
\nConsent or Governmental Approval in connection with the Separation, the IPO
\nor any Distribution, then, unless Sara Lee shall otherwise determine, the
\ntransfer or assignment to the Coach Group of such Coach Assets or the
\nassumption or novation by the Coach Group of such Coach Liabilities shall be
\nautomatically deemed deferred and any such purported transfer, assignment,
\nassumption or novation shall be null and void until such time as all legal
\nimpediments are removed and\/or such Consents or Governmental Approvals have
\nbeen obtained. Notwithstanding the foregoing, any such Asset shall still be
\nconsidered a Coach Asset and any such Liability shall still be considered a
\nCoach Liability for purposes of determining whether any Liability is a Coach
\nLiability; PROVIDED, HOWEVER, that if such Consents or Governmental Approvals
\nhave not been obtained within six months of the Separation Date, the parties
\nwill use their commercially reasonable efforts to achieve an alternative
\nsolution in accordance with the parties’ intentions. If and when the Consents
\nand\/or Governmental Approvals, the absence of which caused the deferral of
\ntransfer of any Asset or any Liability pursuant to this Section 1.7(a), are
\nobtained, the transfer of the applicable Asset or the assumption of the
\napplicable Liability shall be effected in accordance with the terms of this
\nAgreement and\/or such other applicable Ancillary Agreement.<\/p>\n
(b) TRANSFERS NOT CONSUMMATED PRIOR TO SEPARATION DATE. If the
\ntransfer, assignment or novation of any Assets intended to be transferred or
\nassigned hereunder is not consummated prior to or on the Separation Date,
\nwhether as a result of the provisions of Section 1.7(a) or for any other
\nreason, then the Person retaining such Asset shall thereafter hold such Asset
\nfor the use and benefit, insofar as reasonably possible, of the Person
\nentitled thereto (at the expense of the Person entitled thereto). In
\naddition, the Person retaining such Asset shall take such other actions as
\nmay be reasonably requested by the Person to whom such Asset is to be
\ntransferred in order to place such Person, insofar as reasonably possible, in
\nthe same position as if such Asset had been transferred as contemplated
\nhereby and so that all the benefits and burdens relating to such Asset,
\nincluding possession, use, risk of loss, potential for gain, and dominion,
\ncontrol and command over such Asset, are to inure from and after the
\nSeparation Date to the Coach Group (or the Sara Lee Group, as the case may
\nbe).<\/p>\n
(c) EXPENSES. The Person retaining an Asset due to the
\ndeferral of the transfer of such Asset shall not be obligated, in connection
\nwith the foregoing, to expend any money in connection with the maintenance of
\nthe Asset or otherwise unless <\/p>\n
9<\/p>\n
the necessary funds are advanced by the Person entitled to the Asset, other
\nthan reasonable out-of-pocket expenses, attorneys’ fees and recording or
\nsimilar fees, all of which shall be promptly reimbursed by the Person
\nentitled to such Asset.<\/p>\n
Section 1.8 NONRECURRING COSTS AND EXPENSES. Notwithstanding
\nanything herein to the contrary, any nonrecurring costs and expenses incurred
\nby the parties hereto to effect the transactions contemplated hereby which
\nare not allocated pursuant to the terms of the Separation Agreement, this
\nAgreement or any other Ancillary Agreement shall be the responsibility of the
\nparty which incurs such costs and expenses. In particular, Coach and Sara Lee
\nshall each be responsible for their own internal fees, costs and expenses
\n(e.g., salaries of personnel) incurred in connection with this Agreement.<\/p>\n
Section 1.9 NOVATION OF ASSUMED COACH LIABILITIES.<\/p>\n
(a) COMMERCIALLY REASONABLE EFFORTS. Each of Sara Lee and
\nCoach, at the request of the other, shall use its commercially reasonable
\nefforts to obtain, or to cause to be obtained, any consent, substitution,
\napproval or amendment required to novate or assign all rights and obligations
\nunder agreements, leases, licenses and other obligations or Liabilities
\n(including Other Financial Liabilities) of any nature whatsoever that
\nconstitute Coach Liabilities or to obtain in writing the unconditional
\nrelease of all parties to such arrangements other than any member of the
\nCoach Group, so that, in any such case, Coach and its Subsidiaries will be
\nsolely responsible for such Liabilities.<\/p>\n
(b) INABILITY TO OBTAIN NOVATION. If Sara Lee or Coach is
\nunable to obtain, or to cause to be obtained, any such required consent,
\napproval, release, substitution or amendment, the applicable member of the
\nSara Lee Group shall continue to be bound by such agreements, leases,
\nlicenses and other obligations and, unless not permitted by law or the terms
\nthereof (except to the extent expressly set forth in this Agreement, the
\nSeparation Agreement or any other Ancillary Agreement), Coach shall, as agent
\nor subcontractor for Sara Lee or such other Person, as the case may be, pay,
\nperform and discharge fully, or cause to be paid, transferred or discharged
\nall the obligations or other Liabilities of Sara Lee or such other Person, as
\nthe case may be, thereunder from and after the date hereof. Sara Lee shall,
\nwithout further consideration, pay and remit, or cause to be paid or
\nremitted, to Coach or its appropriate Subsidiary promptly all money, rights
\nand other consideration received by it or any member of its respective Group
\nin respect of such performance (unless any such consideration is an Excluded
\nAsset). If and when any such consent, approval, release, substitution or <\/p>\n
10<\/p>\n
amendment shall be obtained or such agreement, lease, license or other rights
\nor obligations shall otherwise become assignable or able to be novated, Sara
\nLee shall thereafter assign, or cause to be assigned, all its rights,
\nobligations and other Liabilities thereunder or any rights or obligations of
\nany member of its respective Group to Coach without payment of further
\nconsideration and Coach shall, without the payment of any further
\nconsideration, assume such rights and obligations.<\/p>\n
ARTICLE II<\/p>\n
LITIGATION<\/p>\n
Section 2.1 LITIGATION. Subject to, any contrary provision in the
\nIndemnifica tion and Insurance Matters Agreement, on the Separation Date, (a)
\nCoach shall have exclusive authority and control over the investigation,
\nprosecution, defense and appeal of all pending Actions solely relating to or
\nsolely arising in connection with the Coach Business, the Coach Assets or the
\nCoach Liabilities (each a “Coach Action”) and may settle or compromise, or
\nconsent to the entry of any judgment with respect to any such Action, without
\nthe consent of Sara Lee, and (b) Sara Lee shall have exclusive authority and
\ncontrol over the investigation, prosecution, defense and appeal of all
\npending Actions solely relating to or solely arising in connection with the
\nSara Lee Business, the Excluded Assets or the Excluded Liabilities (each a
\n“Sara Lee Action”), and may settle or compromise, or consent to the entry of
\nany judgment with respect to, any such Action without the consent of Coach;
\nPROVIDED, that if both Coach and Sara Lee are named as parties to any Coach
\nAction or Sara Lee Action that is not set forth on Schedule 2.1(a) or 2.1(b),
\nthen Sara Lee and Coach must obtain the written consent of the other, such
\nconsent not to be unreasonably withheld, to settle or compromise, or consent
\nto the entry of any judgment with respect to any such Action. Notwithstanding
\nany contrary provision in the Indemnification and Insurance Matters
\nAgreement, Sara Lee may, in its sole discretion have exclusive authority and
\ncontrol over the investigation, prosecution, defense and appeal of all
\npending Actions relating to or arising in connection with, in any manner
\n(other then solely with respect to or solely in connection with) the Coach
\nBusiness, the Coach Assets or the Coach Liabilities if Sara Lee or a member
\nof the Sara Lee Group is named as a party thereto; PROVIDED, HOWEVER, that
\nSara Lee must obtain the written consent of Coach, such consent not to be
\nunreasonably withheld, to settle or compromise or consent to the entry of
\njudgment with respect to such Action. After any such compromise, settlement,
\nconsent to entry of judgment or entry of judgment, Sara Lee shall reasonably
\nand fairly allocate to Coach and Coach shall be responsible for Coach’s
\nproportionate share of any such compromise, settlement, consent or judgment
\nattributable to the Coach Business, the Coach Assets <\/p>\n
11<\/p>\n
or the Coach Liabilities, including its proportionate share of the costs and
\nexpenses associated with defending same. All other matters relating to such
\nclaims, including, but not limited to, indemnification for such claims, shall
\nbe governed by the provisions of the Indemnification and Insurance Matters
\nAgreement. Coach shall, and shall cause its Subsidiaries to, use commercially
\nreasonable efforts to have Sara Lee and any of its Subsidiaries removed as
\nparties to any Coach Action in which Sara Lee or any of its Subsidiaries are
\nnamed parties as soon as is reasonably practicable, and Sara Lee shall, and
\nshall cause its Subsidiaries to, use commercially reasonable efforts to have
\nCoach and any of its Subsidiaries removed as a party to any Sara Lee Action
\nin which it is a named party as soon as is reasonably practicable.<\/p>\n
Section 2.2 COOPERATION. Sara Lee and is Subsidiaries and Coach and
\nits Subsidiaries shall cooperate with each other in the defense of any
\nlitigation covered under this Article II and afford to each other reasonable
\naccess upon reasonable advance notice to witnesses and Information (other
\nthan Information protected from disclosure by applicable privileges) that is
\nreasonably required to defend this litigation (as “Information” is defined
\npursuant to Section 7.33 of the Separation Agreement). The foregoing
\nagreement to cooperate includes, but is not limited to, an obligation to
\nprovide access to qualified assistance to provide information, witnesses and
\ndocuments to respond to discovery requests in specific lawsuits. In such
\ncases, cooperation shall be timely so that the party responding to discovery
\nmay meet all court-imposed deadlines. The party requesting information shall
\nreimburse the party providing information consistent with the terms of
\nSection 4.3 of the Separation Agreement. The obligations set forth in this
\nparagraph are more clearly defined in Section 4.3 of the Separation Agreement.<\/p>\n
ARTICLE III<\/p>\n
MISCELLANEOUS<\/p>\n
Section 3.1 ENTIRE AGREEMENT. This Agreement, the Separation
\nAgreement, the other Ancillary Agreements and the Exhibits and Schedules
\nreferenced or attached hereto and thereto, constitute the entire agreement
\nbetween the parties with respect to the subject matter hereof and shall
\nsupersede all prior written and oral and all contemporaneous oral agreements
\nand understandings with respect to the subject matter hereof.<\/p>\n
Section 3.2 GOVERNING LAW AND JURISDICTION. This Agreement shall be
\nconstrued in accordance with and all Disputes hereunder shall be governed by
\nthe laws <\/p>\n
12<\/p>\n
of the State of Illinois, excluding its conflict of law rules. The parties
\nagree that the Circuit Court of Cook County, Illinois and\/or the United
\nStates District Court for the Northern District of Illinois shall have
\nexclusive jurisdiction over all actions between the parties for preliminary
\nrelief in aid of arbitration pursuant to Section 3.14 herein, and non
\nexclusive jurisdiction over any action for enforcement of an arbitral award.<\/p>\n
Section 3.3 NOTICES. Notices, offers, requests or other
\ncommunications required or permitted to be given by either party pursuant to
\nthe terms of this Agreement shall be given in writing to the respective
\nparties to the following addresses or facsimile numbers:<\/p>\n
if to Sara Lee:<\/p>\n
Sara Lee Corporation
\n Three First National Plaza
\n 70 West Madison
\n Chicago, Illinois 60602-4260
\n Attention: General Counsel
\n Facsimile No.: (312) 345-5706<\/p>\n
13<\/p>\n
if to Coach:<\/p>\n
Coach, Inc.
\n 516 West 34th Street
\n New York, New York 10001
\n Attention: General Counsel
\n Facsimile: (212) 629-2398<\/p>\n
or to such other address or facsimile number as the party to whom notice is
\ngiven may have previously furnished to the other in writing as provided
\nherein. Any notice involving non-performance, termination, or renewal shall
\nbe sent by hand delivery, recognized overnight courier or, within the United
\nStates, may also be sent via certified mail, return receipt requested. All
\nother notices may also be sent by facsimile, confirmed by first class mail.
\nAll notices shall be deemed to have been given when received, if hand
\ndelivered; when transmitted, if transmitted by facsimile or similar
\nelectronic transmission method; one working day after it is sent, if sent by
\nrecognized overnight courier; and three days after it is postmarked, if
\nmailed first class mail or certified mail, return receipt requested, with
\npostage prepaid.<\/p>\n
Section 3.4 TERMINATION. This Agreement, the Separation Agreement
\nand all Ancillary Agreements may be terminated at any time prior to the IPO
\nClosing Date by and in the sole discretion of Sara Lee without the approval
\nof Coach and, if so terminated, all transactions taken in connection herewith
\nshall be void. This Agreement may be terminated at any time after the IPO
\nClosing Date and before the Distribution Date by mutual consent of Sara Lee
\nand Coach. In the event of termination pursuant to this Section 3.4, no party
\nshall have any liability of any kind to the other party.<\/p>\n
Section 3.5 PARTIES IN INTEREST. This Agreement, including the
\nExhibits and Schedules hereto, and the other documents referred to herein,
\nshall be binding upon and inure solely to the benefit of each party hereto
\nand their legal representatives and successors, and nothing in this
\nAgreement, express or implied, is intended to confer upon any other Person
\nany rights or remedies of any nature whatsoever under or by reason of this
\nAgreement.<\/p>\n
Section 3.6 COUNTERPARTS. This Agreement, including the Exhibits and
\nSchedules hereto, and the other documents referred to herein, may be executed
\nin counterparts, each of which shall be deemed to be an original but all of
\nwhich shall constitute one and the same agreement.<\/p>\n
14<\/p>\n
Section 3.7 ASSIGNMENT. This Agreement shall inure to the benefit of
\nand be binding upon the parties hereto and their respective legal
\nrepresentatives and successors. This Agreement may not be assigned by any
\nparty hereto, without the other party’s express written consent.<\/p>\n
Section 3.8 SEVERABILITY. If any term or other provision of this
\nAgreement or the Exhibits or Schedules attached hereto is determined by a
\nnonappealable decision by a court, administrative agency or arbitrator to be
\ninvalid, illegal or incapable of being enforced by any rule of law or public
\npolicy, all other conditions and provisions of this Agreement shall
\nnevertheless remain in full force and effect so long as the economic or legal
\nsubstance of the transactions contemplated hereby is not affected in any
\nmanner materially adverse to any party. Upon such determination that any term
\nor other provision is invalid, illegal or incapable of being enforced, the
\nparties hereto shall negotiate in good faith to modify this Agreement so as
\nto effect the original intent of the parties as closely as possible in an
\nacceptable manner to the end that transactions contemplated hereby are
\nfulfilled to the fullest extent possible.<\/p>\n
Section 3.9 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.
\nNo failure or delay on the part of any party hereto in the exercise of any
\nright hereunder shall impair such right or be construed to be a waiver of, or
\nacquiescence in, any breach of any representation, warranty or agreement
\nherein, nor shall any single or partial exercise of any such right preclude
\nother or further exercise thereof or of any other right. All rights and
\nremedies existing under this Agreement or the Schedules or Exhibits attached
\nhereto are cumulative to, and not exclusive of, any rights or remedies
\notherwise available.<\/p>\n
Section 3.10 AMENDMENT. No change or amendment will be made to this
\nAgreement except by an instrument in writing signed on behalf of each of the
\nparties to such agreement.<\/p>\n
Section 3.11 AUTHORITY. Each of the parties hereto represents to the
\nother that (a) it has the corporate or other requisite power and authority to
\nexecute, deliver and perform this Agreement, (b) the execution, delivery and
\nperformance of this Agreement by it have been duly authorized by all
\nnecessary corporate or other action, (c) it has duly and validly executed and
\ndelivered this Agreement, and (d) this Agreement is a legal, valid and
\nbinding obligation, enforceable against it in accordance with its terms
\nsubject to applicable bankruptcy, insolvency, reorganization, moratorium or
\nother similar laws affecting creditors’ rights generally and general equity
\nprinciples.<\/p>\n
15<\/p>\n
Section 3.12 INTERPRETATION. The headings contained in this
\nAgreement, in any Exhibit or Schedule hereto and in the table of contents to
\nthis Agreement are for reference purposes only and shall not affect in any
\nway the meaning or interpretation of this Agreement. Any capitalized term
\nused in any Schedule or Exhibit but not otherwise defined therein, shall have
\nthe meaning assigned to such term in this Agreement. When a reference is made
\nin this Agreement to an Article or a Section, Exhibit or Schedule, such
\nreference shall be to an Article or Section of, or an Exhibit or Schedule to,
\nthis Agreement unless otherwise indicated.<\/p>\n
Section 3.13 CONFLICTING AGREEMENTS. In the event of conflict
\nbetween this Agreement and any other Ancillary Agreement or other agreement
\nexecuted in connection herewith, the provisions of such other agreement shall
\nprevail (other than (a) as otherwise provided herein and (b) as provided in
\nthe Separation Agreement).<\/p>\n
Section 3.14 DISPUTE RESOLUTION.<\/p>\n
(a) Any dispute, controversy or claim arising out of or
\nrelating to this Agreement or the Ancillary Agreements or the breach,
\ntermination or validity thereof (“Dispute”) which arises between the parties
\nshall first be negotiated between appropriate senior executives of each party
\nwho shall have the authority to resolve the matter. Such executives shall
\nmeet to attempt in good faith to negotiate a resolution of the Dispute prior
\nto pursuing other available remedies, within 10 days of receipt by a party of
\nnotice of a dispute, which date of receipt shall be referred to herein as the
\n“Dispute Resolution Commencement Date.” Discussions and correspondence
\nrelating to trying to resolve such Dispute shall be treated as confidential
\ninformation developed for the purpose of settlement and shall be exempt from
\ndiscovery or production and shall not be admissible in any subsequent
\nproceeding between the parties. If the senior executives are unable to
\nresolve the Dispute within thirty (30) days from the Dispute Resolution
\nCommencement Date, then, on the request of any party, the Dispute will be
\nmediated by a mediator appointed pursuant to the mediation rules of the
\nAmerican Arbitration Association (“AAA”). Both parties will share the
\nadministrative costs of the mediation and the mediator’s fees and expenses
\nequally, and each party shall bear all of its other costs and expenses
\nrelated to the mediation, including but not limited to attorney’s fees,
\nwitness fees, and travel expenses. The mediation shall take place in Cook
\nCounty Illinois or in whatever alternative forum on which the parties may
\nagree.<\/p>\n
(b) Any Dispute which the parties cannot resolve through
\nmediation within forty-five days of the appointment of the mediator, shall at
\nthe request of any party be submitted to final and binding arbitration under
\nthe then current Commercial <\/p>\n
16<\/p>\n
Arbitration Rules of the AAA in Cook County, Illinois. There shall be three
\n(3) neutral arbitrators of whom Sara Lee shall appoint one and Coach shall
\nappoint one within 30 days of the receipt by the respondent of the demand for
\narbitration. The two arbitrators so appointed shall select the chair of the
\narbitral tribunal within 30 days of the appointment of the second arbitrator.
\nIf any arbitrator is not appointed within the time limit provided herein,
\nsuch arbitrator shall be appointed by the AAA by using a list striking and
\nranking procedure in accordance with the Rules. Any arbitrator appointed by
\nthe AAA shall be a retired judge or a practicing attorney with no less than
\nfifteen years of experience and an experienced arbitrator. The prevailing
\nparty in such arbitration shall be entitled to be awarded its expenses,
\nincluding its share of administrative and arbitrator fees and expenses and
\nreasonable attorneys’ and other professional fees, incurred in connection
\nwith the arbitration (but excluding any costs and fees associated with prior
\nnegotiation or mediation). The decision of the arbitrators shall be final and
\nbinding on the parties and may be enforced in any court of competent
\njurisdiction.<\/p>\n
(c) By agreeing to arbitration, the parties do not intend to
\ndeprive any court of its jurisdiction to issue a pre-arbitral injunction,
\npre-arbitral attachment, or other order in aid of arbitration proceedings and
\nthe enforcement of any award. Without prejudice to such provisional remedies
\nas may be available under the jurisdiction of a court, the arbitral tribunal
\nshall have full authority to grant provisional remedies or modify or vacate
\nany temporary or preliminary relief issued by a court, to issue an award for
\ntemporary or permanent injunctive relief (including specific performance) and
\nto award damages for the failure of any party to respect the arbitral
\ntribunal’s orders to that effect.<\/p>\n
ARTICLE IV<\/p>\n
DEFINITIONS<\/p>\n
Section 4.1 AAA. “AAA” has the meaning set forth in Section 3.14(a)
\nof this Agreement.<\/p>\n
Section 4.2 ACTION. “Action” means any demand, action, suit,
\ncountersuit, arbitration, inquiry, proceeding or investigation by or before
\nany federal, state, local, foreign or international governmental authority or
\nany arbitration or mediation tribunal, other than any demand, action, suit,
\ncountersuit, arbitration, inquiry, proceeding or investigation relating to
\nTaxes.<\/p>\n
17<\/p>\n
Section 4.3 AFFILIATED COMPANY. “Affiliated Company” of any Person
\nmeans a Person that controls, is controlled by, or is under common control
\nwith such Person. As used herein, “control” means the possession, directly or
\nindirectly, of the power to direct or cause the direction of the management
\nand policies of such entity, whether through ownership of voting securities
\nor other interests, by contract or otherwise.<\/p>\n
Section 4.4 ANCILLARY AGREEMENT. “Ancillary Agreement” has the
\nmeaning set forth in the Separation Agreement.<\/p>\n
Section 4.5 ASSETS. “Assets” means assets, properties and rights
\n(including goodwill), wherever located (including in the possession of
\nvendors or other third parties or elsewhere), whether real, personal or
\nmixed, tangible, intangible or contingent, in each case whether or not
\nrecorded or reflected or required to be recorded or reflected on the books
\nand records or financial statements of any Person, including the following:<\/p>\n
(i) all accounting and other books, records and files
\n whether in paper, microfilm, microfiche, computer tape or disc, magnetic
\n tape or any other form;<\/p>\n
(ii) all computers and other electronic data processing
\n equipment, fixtures, machinery, equipment, furniture, office equipment,
\n motor vehicles and other transportation equipment, special and general
\n tools, prototypes and models and other tangible personal property;<\/p>\n
(iii) all inventories of materials, parts, raw materials,
\n supplies, work-in-process and finished goods and products;<\/p>\n
(iv) all interests in real property of whatever nature,
\n including easements, whether as owner, mortgagee or holder of a Security
\n Interest, lessor, sublessor, lessee, sublessee or otherwise;<\/p>\n
(v) all interests in any capital stock or other equity
\n interests of any Subsidiary or any other Person; all bonds, notes,
\n debentures or other securities issued by any Subsidiary or any other
\n Person; all loans, advances or other extensions of credit or capital
\n contributions to any Subsidiary or any other Person; and all other
\n investments in securities of any Person;<\/p>\n
18<\/p>\n
(vi) all license agreements, leases of personal property,
\n open purchase orders for raw materials, supplies, parts or services,
\n unfilled orders for the manufacture and sale of products and other
\n contracts, agreements or commitments;<\/p>\n
(vii) all deposits, letters of credit and performance and
\n surety bonds;<\/p>\n
(viii) all written technical information, data, specifica
\n tions, research and development information, engineering drawings,
\n operating and maintenance manuals, and materials and analyses prepared
\n by consultants and other third parties;<\/p>\n
(ix) all Intellectual Property and licenses from third
\n Persons granting the right to use any Intellectual Property;<\/p>\n
(x) all computer applications, programs and other
\n software, including operating software, network software, firmware,
\n middleware, design software, design tools, systems documentation and
\n instructions;<\/p>\n
(xi) all cost information, sales and pricing data,
\n customer prospect lists, supplier records, customer and supplier lists,
\n customer and vendor data, correspondence and lists, product literature,
\n artwork, design, development and manufacturing files, vendor and
\n customer drawings, formulations and specifications, quality records and
\n reports and other books, records, studies, surveys, reports, plans and
\n documents;<\/p>\n
(xii) all prepaid expenses, trade accounts and other
\n accounts and notes receivables;<\/p>\n
(xiii) all rights under contracts or agreements, all
\n claims or rights against any Person arising from the ownership of any
\n Asset, all rights in connection with any bids or offers and all claims,
\n choses in action or similar rights, whether accrued or contingent;<\/p>\n
(xiv) all rights under insurance policies and all rights
\n in the nature of insurance, indemnification or contribution;<\/p>\n
19<\/p>\n
(xv) all licenses (including radio and similar licenses),
\n permits, approvals and authorizations which have been issued by any
\n Governmental Authority;<\/p>\n
(xvi) cash or cash equivalents, bank accounts, lock boxes
\n and other deposit arrangements; and<\/p>\n
20<\/p>\n
(xvii) interest rate, currency, commodity or other swap,
\n collar, cap or other hedging or similar agreements or arrangements.<\/p>\n
Section 4.6 COACH AFFILIATE. “Coach Affiliate” means any corporation
\nor other entity directly or indirectly Controlled by Coach.<\/p>\n
Section 4.7 COACH ASSETS. “Coach Assets” has the meaning set forth
\nin Section 1.2(a) of this Agreement.<\/p>\n
Section 4.8 COACH BALANCE SHEET. “Coach Balance Sheet” means the
\naudited balance sheet (including the notes thereto) of the Coach Business as
\nof July 1, 2000 that is included in the IPO Registration Statement.<\/p>\n
Section 4.9 COACH BUSINESS. “Coach Business” means the business and
\noperations of the business of Coach as described in the IPO Registration
\nStatement and, except as otherwise expressly provided herein, any terminated,
\ndivested or discontinued businesses or operations that at the time of
\ntermination, divestiture or discontinuation primarily related to the Coach
\nBusiness as then conducted.<\/p>\n
Section 4.10 COACH CONTINGENT GAIN. “Coach Contingent Gain” means
\nany claim or other right of a member of the Sara Lee Group or the Coach Group
\nthat substantially or exclusively relates to the Coach Business, whenever
\narising, against any Person other than a member of the Sara Lee Group or the
\nCoach Group, if and to the extent that (i) such claim or right arises out of
\nthe events, acts or omissions occurring as of or before the Separation Date
\n(based on then existing law) and (ii) the existence or scope of the
\nobligation of such other Person as of the Separation Date was not
\nacknowledged, fixed or determined in any material respect, due to a dispute
\nor other uncertainty as of the Separation Date or as a result of the failure
\nof such claim or other right to have been discovered or asserted as of the
\nSeparation Date. A claim or right meeting the foregoing definition shall be
\nconsidered a Coach Contingent Gain regardless of whether there was any Action
\npending, threatened or contemplated as of the Separation Date with respect
\nthereto. In the case of any claim or right a portion of which arises out of
\nevents, acts or omissions occurring prior to the Separation Date and a
\nportion of which arises out of events, acts or omissions occurring on or
\nafter the Separation Date, only that portion that arises out of events, acts
\nor omissions occurring prior to the Separation Date shall be considered a
\nCoach Contingent Gain. For purposes of the foregoing, a claim or right shall
\nbe deemed to have accrued as of the Separation Date if all the elements of
\nthe claim necessary for its assertion shall have occurred on <\/p>\n
21<\/p>\n
or prior to the Separation Date, such that the claim or right, were it
\nasserted in an Action on or prior to the Separation Date, would not be
\ndismissed by a court on ripeness or similar grounds. Notwithstanding the
\nforegoing, none of (i) any Insurance Proceeds, (ii) any Excluded Assets,
\n(iii) any reversal of any litigation or other reserve, except to the extent
\nthat such reversal or reserve directly relates to Coach Liabilities, or (iv)
\nany matters relating to Taxes (which are governed solely by the Tax Sharing
\nAgreement) shall be deemed to be a Coach Contingent Gain.<\/p>\n
Section 4.11 COACH CONTINGENT LIABILITY. “Coach Contingent
\nLiability” means any Liability, other than Liabilities for Taxes (which are
\ngoverned solely by the Tax Sharing Agreement), of a member of the Sara Lee
\nGroup or the Coach Group that substantially or exclusively relates to the
\nCoach Business, whenever arising, to any Person other than a member of the
\nSara Lee Group or the Coach Group, if and to the extent that (i) such
\nLiability arises out of the events, acts or omissions occurring as of or
\nbefore the Separation Date and (ii) the existence or scope of the obligation
\nof a member of the Sara Lee Group or the Coach Group as of the Separation
\nDate with respect to such Liability was not acknowledged, fixed or determined
\nin any material respect, due to a dispute or other uncertainty as of the
\nSeparation Date or as a result of the failure of such Liability to have been
\ndiscovered or asserted as of the Separation Date (it being understood that
\nthe existence of a litigation or other reserve with respect to any Liability
\nshall not be sufficient for such Liability to be considered acknowledged,
\nfixed or determined). In the case of any Liability a portion of which arises
\nout of events, acts or omissions occurring prior to the Separation Date and a
\nportion of which arises out of events, acts or omissions occurring on or
\nafter the Separation Date, only that portion that arises out of events, acts
\nor omissions occurring prior to the Separation Date shall be considered a
\nCoach Contingent Liability. For purposes of the foregoing, a Liability shall
\nbe deemed to have arisen out of events, acts or omissions occurring prior to
\nthe Separation Date if all the elements necessary for the assertion of a
\nclaim with respect to such Liability shall have occurred on or prior to the
\nSeparation Date, such that the claim, were it asserted in an Action on or
\nprior to the Separation Date, would not be dismissed by a court on ripeness
\nor similar grounds. For purposes of clarification of the foregoing, the
\nparties agree that no Liability relating to, arising out of or resulting from
\nany obligation of any Person to perform the executory portion of any contract
\nor agreement existing as of the Separation Date, or to satisfy any obligation
\naccrued under any Plan (as defined in the Employee Matters Agreement) as of
\nthe Separation Date, shall be deemed to be a Coach Contingent Liability.<\/p>\n
Section 4.12 COACH CONTRACTS. “Coach Contracts” means the following
\ncontracts and agreements to which Sara Lee or any of its Subsidiaries is a
\nparty or by <\/p>\n
22<\/p>\n
which it or any of its Assets is bound, whether or not in writing, except for
\nany such contract or agreement that is contemplated to be retained by Sara
\nLee or any member of the Sara Lee Group pursuant to any provision of this
\nAgreement or any other Ancillary Agreement:<\/p>\n
(i) any contract or agreement entered into in the
\n name of, or expressly on behalf of, the Coach Business;<\/p>\n
(ii) any contract or agreement that relates substan tially
\n or exclusively to the Coach Business;<\/p>\n
(iii) any contract or agreement that is otherwise
\n expressly contemplated pursuant to this Agreement, the Separation
\n Agreement or any of the other Ancillary Agreements to be assigned to
\n Coach;<\/p>\n
(iv) any guarantee, indemnity, representation, warranty or
\n other Liability of any member of the Coach Group or the Sara Lee Group
\n in respect of any other Coach Contract, any Coach Liability or the Coach
\n Business (including guarantees of financing incurred by customers or
\n other third parties in connection with purchases of products or services
\n from the Coach Business); and<\/p>\n
(v) any Other Financial Liability exclusively for or on
\n behalf of the Coach Business.<\/p>\n
Section 4.13 COACH GROUP. “Coach Group” means the Affiliated Group,
\nor similar group of entities as defined under corresponding provisions of the
\nlaws of other jurisdictions, of which Coach will be the common parent
\ncorporation immediately after the Distribution, and any corporation or other
\nentity which may become a member of such group from time to time.<\/p>\n
Section 4.14 COACH LIABILITIES. “Coach Liabilities” has the meaning
\nset forth in Section 1.3(a) of this Agreement.<\/p>\n
Section 4.15 COACH PRO FORMA BALANCE SHEET. “Coach Pro Forma Balance
\nSheet” means the unaudited pro forma balance sheet (or, if applicable, the
\nunaudited pro forma as adjusted balance sheet) for the fiscal year ending
\nJuly 1, 2000 appearing in the IPO Registration Statement.<\/p>\n
23<\/p>\n
Section 4.16 CONSENTS. “Consents” means any consents, waivers or
\napprovals from, or notification requirements to, any third parties.<\/p>\n
24<\/p>\n
Section 4.17 CONTRACTS. “Contracts” means any contract, agreement,
\nlease, license, sales order, purchase order, instrument or other commitment
\nthat is binding on any Person or any part of its property under applicable
\nlaw.<\/p>\n
Section 4.18 DELAYED TRANSFER ASSETS. “Delayed Transfer Assets”
\nmeans any Coach Assets that are expressly provided in this Agreement, the
\nSeparation Agreement or any other Ancillary Agreement to be transferred after
\nthe date of this Agreement.<\/p>\n
Section 4.19 DELAYED TRANSFER LIABILITIES. “Delayed Transfer
\nLiabilities” means any Coach Liabilities that are expressly provided in this
\nAgreement, the Separation Agreement or any other Ancillary Agreement to be
\ntransferred after the date of this Agreement.<\/p>\n
Section 4.20 DISPUTE. “Dispute” has the meaning set forth in Section
\n3.14(a) of this Agreement.<\/p>\n
Section 4.21 DISPUTE RESOLUTION COMMENCEMENT DATE. “Dispute
\nResolution Commencement Date” has the meaning set forth in Section 3.14(a) of
\nthis Agreement.<\/p>\n
Section 4.22 DISTRIBUTION. A “Distribution” means the divestiture by
\nSara Lee of all or a significant portion of the shares of capital stock of
\nCoach owned by Sara Lee, which divestiture may be effected by Sara Lee as a
\ndividend, an exchange with existing Sara Lee stockholders for shares of Sara
\nLee capital stock, a spin-off or otherwise, as a result of which Sara Lee is
\nno longer required to consolidate Coach’s results of operations and financial
\nposition (determined in accordance with generally accepted accounting
\nprinciples consistently applied).<\/p>\n
Section 4.23 DISTRIBUTION DATE. “Distribution Date” means the date
\non which a Distribution is consummated.<\/p>\n
Section 4.24 EXCLUDED ASSETS. “Excluded Assets” has the meaning set
\nforth in Section 1.2(b) of this Agreement.<\/p>\n
Section 4.25 EXCLUDED LIABILITIES. “Excluded Liabilities” has the
\nmeaning set forth in Section 1.3(b) of this Agreement.<\/p>\n
Section 4.26 GOVERNMENTAL APPROVALS. “Governmental Approvals” means
\nany <\/p>\n
25<\/p>\n
notices, reports or other filings to be made, or any consents, registrations,
\napprovals, permits or authorizations to be obtained from, any Governmental
\nAuthority.<\/p>\n
Section 4.27 GOVERNMENTAL AUTHORITY. “Governmental Authority” means
\nany federal, state, local, foreign or international court, government,
\ndepartment, commis sion, board, bureau, agency, official or other regulatory,
\nadministrative or governmental authority.<\/p>\n
Section 4.28 INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT.
\n“Indemnifica tion and Insurance Matters Agreement” means the Indemnification
\nand Insurance Matters Agreement attached as Exhibit J to the Separation
\nAgreement.<\/p>\n
Section 4.29 INSURANCE POLICIES. “Insurance Policies” means
\ninsurance policies pursuant to which a Person makes a true risk transfer to
\nan insurer.<\/p>\n
Section 4.30 INSURANCE PROCEEDS. “Insurance Proceeds” means those
\nmonies:<\/p>\n
(a) received by an insured from an insurance carrier; or<\/p>\n
(b) paid by an insurance carrier on behalf of the insured;<\/p>\n
(c) from Insurance Policies.<\/p>\n
Section 4.31 INSURED COACH LIABILITIES. “Insured Coach Liabilities”
\nmeans any Coach Liability to the extent that (i) it is covered under the terms
\nof Sara Lee’s Insurance Policies in effect prior to the Distribution Date and
\n(ii) Coach is not a named insured under, or otherwise entitled to the benefits
\nof, such Insurance Policies.<\/p>\n
Section 4.32 INTELLECTUAL PROPERTY. “Intellectual Property” means
\nall domestic and foreign patents and patent applications, together with any
\ncontinuations, continuations-in-part or divisional applications thereof, and
\nall patents issuing thereon (including reissues, renewals and re-examinations
\nof the foregoing); design patents, invention disclosures; mask works;
\ncopyrights, and copyright applications and registrations; Web addresses,
\ntrademarks, service marks, trade names, and trade dress, in each case
\ntogether with any applications and registrations therefor and all appurtenant
\ngoodwill relating thereto; trade secrets, commercial and technical
\ninformation, know-how, proprietary or confidential information, including
\nengineering, production and other designs, notebooks, processes, drawings,
\nspecifications, formulae, and technology; computer and electronic data
\nprocessing programs and software (object and source <\/p>\n
26<\/p>\n
code), data bases and documentation thereof; inventions (whether patented or
\nnot); utility models; registered designs, certificates of invention and all
\nother intellectual property under the laws of any country throughout the
\nworld.<\/p>\n
Section 4.33 IPO. “IPO” means Coach’s initial public offering of
\ncommon stock.<\/p>\n
Section 4.34 IPO CLOSING DATE. “IPO Closing Date” has the meaning
\nset forth in the Separation Agreement.<\/p>\n
Section 4.35 IPO REGISTRATION STATEMENT. “IPO Registration
\nStatement” means the registration statement on Form S-1 pursuant to the
\nSecurities Act of 1933, as amended, to be filed with the Securities and
\nExchange Commission registering the shares of common stock of Coach to be
\nissued in the initial public offering, together with all amendments thereto.<\/p>\n
Section 4.36 LIABILITIES. “Liabilities” means all debts,
\nliabilities, guarantees, assurances, commitments and obligations, whether
\nfixed, contingent or absolute, asserted or unasserted, matured or unmatured,
\nliquidated or unliquidated, accrued or not accrued, known or unknown, due or
\nto become due, whenever or however arising (including, without limitation,
\nwhether arising out of any Contract or tort based on negligence or strict
\nliability) and whether or not the same would be required by generally
\naccepted principles and accounting policies to be reflected in financial
\nstatements or disclosed in the notes thereto.<\/p>\n
Section 4.37 OTHER FINANCIAL LIABILITIES. “Other Financial
\nLiabilities” means all liabilities, obligations, contingencies, instruments
\nand other Liabilities of any member of the Sara Lee Group of a financial
\nnature with third parties existing on the date hereof or entered into or
\nestablished between the date hereof and the Separation Date, including any of
\nthe following:<\/p>\n
(a) foreign exchange contracts;<\/p>\n
(b) letters of credit;<\/p>\n
(c) guarantees of third party loans to customers;<\/p>\n
(d) surety bonds (excluding surety for workers’ compensation
\nself-insurance);<\/p>\n
27<\/p>\n
(e) interest support agreements on third party loans to
\ncustomers;<\/p>\n
(f) performance bonds or guarantees issued by third parties;<\/p>\n
(g) swaps or other derivatives contracts; and<\/p>\n
(h) recourse arrangements on the sale of receivables or
\nnotes.<\/p>\n
Section 4.38 PERSON. “Person” means an individual, a partnership, a
\ncorporation, a limited liability company, an association, a joint stock
\ncompany, a trust, a joint venture, an unincorporated organization and a
\ngovernmental entity or any department, agency or political subdivision
\nthereof.<\/p>\n
Section 4.39 REAL ESTATE MATTERS AGREEMENT. “Real Estate Matters
\nAgree ment” means the Real Estate Matters Agreement, attached as Exhibit G to
\nthe Separation Agreement.<\/p>\n
Section 4.40 SARA LEE AFFILIATE. “Sara Lee Affiliate” means any
\ncorporation or other entity directly or indirectly Controlled by Sara Lee,
\nbut excluding Coach and any Coach Affiliate.<\/p>\n
Section 4.41 SARA LEE GROUP. “Sara Lee Group” means the Affiliated
\nGroup, or similar group of entities as defined under corresponding provisions
\nof the laws of other jurisdictions, of which Sara Lee is the common parent
\ncorporation, and any corporation or other entity which may be, may have been
\nor may become a member of such group from time to time, but excluding any
\nmember of the Coach Group.<\/p>\n
Section 4.42 SECURITY INTEREST. “Security Interest” means any
\nmortgage, security interest, pledge, lien, charge, claim, option, right to
\nacquire, voting or other restriction, right-of-way, covenant, condition,
\neasement, encroachment, restriction on transfer, or other encumbrance of any
\nnature whatsoever.<\/p>\n
Section 4.43 SEPARATION. “Separation” has the meaning set forth in
\nthe preamble to the Separation Agreement.<\/p>\n
Section 4.44 SEPARATION AGREEMENT. “Separation Agreement” has the
\nmeaning set forth in the preamble to this Agreement.<\/p>\n
28<\/p>\n
Section 4.45 SEPARATION DATE. “Separation Date” means the effective
\ndate and time of each transfer of property, assumption of liability, license,
\nundertaking, or agreement in connection with the Separation, which shall be
\n12:01 a.m., Central Time, on the date that is two days prior to the date the
\nIPO Registration Statement is declared effective or such date as may be fixed
\nby the Board of Directors of Sara Lee.<\/p>\n
Section 4.46 SHARED CONTRACT. “Shared Contract” means Contracts with
\nthird parties which directly benefit both Sara Lee or a member of the Sara
\nLee Group or Coach or a member of the Coach Group.<\/p>\n
Section 4.47 SHARED CONTRACTUAL LIABILITIES. “Shared Contractual
\nLiabilities” means Liabilities with respect to Shared Contracts.<\/p>\n
Section 4.48 SUBSIDIARY. “Subsidiary” of any Person means any
\ncorporation or other organization whether incorporated or unincorporated of
\nwhich at least a majority of the securities or interest having by the terms
\nthereof ordinary voting power to elect at least a majority of the board of
\ndirectors or others performing similar functions with respect to such
\ncorporation or other organization is directly or indirectly owned or
\ncontrolled by such Person or by any one or more of its Subsidiaries, or by
\nsuch Person and one or more of its Subsidiaries; PROVIDED, HOWEVER that no
\nPerson that is not directly or indirectly wholly owned by any other Person
\nshall be a Subsidiary of such other Person unless such other Person controls,
\nor has the right, power or ability to control, that Person.<\/p>\n
Section 4.49 TAX SHARING AGREEMENT. “Tax Sharing Agreement” means
\nthe Tax Sharing Agreement, attached as Exhibit E to the Separation Agreement.<\/p>\n
Section 4.50 TAXES. “Taxes” has the meaning set forth in the Tax
\nSharing Agreement.<\/p>\n
* * *<\/p>\n
29<\/p>\n
WHEREFORE, the parties have signed this General Assignment and
\nAssumption Agreement effective as of the date first set forth above.<\/p>\n
SARA LEE CORPORATION<\/p>\n
————————-
\n Name:
\n Title:<\/p>\n
COACH, INC.<\/p>\n
————————-
\n Name:
\n Title:<\/p>\n
Schedule 1.1(c)
\n Delayed Transfer Assets and Liabilities<\/p>\n
1. VAT receivable of $200,000.<\/p>\n
2. All of the outstanding capital stock of Coach Europe Services S.r.l. and
\n Coach U.K. Ltd.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7133,8758],"corporate_contracts_industries":[9424,9401],"corporate_contracts_types":[9622,9628],"class_list":["post-43419","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-coach-inc","corporate_contracts_companies-sara-lee-corp","corporate_contracts_industries-food__diversified","corporate_contracts_industries-consumer__leather","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43419","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43419"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43419"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43419"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43419"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}