\nARTICLE I SEPARATION…………………………………………………………2
\n Section 1.1 Separation Date………………………………..2
\n Section 1.2 Closing of Transactions…………………………2
\n Section 1.3 Exchange of Secretary’s Certificates……………..2<\/p>\nARTICLE II DOCUMENTS AND ITEMS TO BE DELIVERED ON THE SEPARATION DATE ……………..2
\n Section 2.1 Documents to Be Delivered by Sara Lee…………….2
\n Section 2.2 Documents to Be Delivered by Coach……………….3<\/p>\n
ARTICLE III THE IPO AND ACTIONS PENDING THE IPO; DISTRIBUTION………………………4
\n Section 3.1 Transactions Prior to the IPO……………………4
\n Section 3.2 Cooperation……………………………………5
\n Section 3.3 Conditions Precedent to Consummation of the IPO……5
\n Section 3.4 Distribution…………………………………..6
\n Section 3.5 Further Assurances Regarding the Distribution……..6<\/p>\n
ARTICLE IV COVENANTS AND OTHER MATTERS………………………………………….7
\n Section 4.1 Other Agreements……………………………….7
\n Section 4.2 Further Instruments…………………………….7
\n Section 4.3 Agreement for Exchange of Information…………….8
\n Section 4.4 Auditors and Audits; Financial Statements;
\n Accounting Matters…………………………….10
\n Section 4.5 Confidentiality……………………………….13
\n Section 4.6 Privileged Matters…………………………….15
\n Section 4.7 Mail and Other Communications…………………..17
\n Section 4.8 Consistency with Past Practices…………………18
\n Section 4.9 Environmental and Safety Practices………………18
\n Section 4.10 Payment of Expenses……………………………18
\n Section 4.11 Dispute Resolution…………………………….19
\n Section 4.12 Governmental Approvals…………………………20
\n Section 4.13 No Representation or Warranty…………………..20
\n Section 4.14 Non-Solicitation of Employees…………………..21
\n Section 4.15 Cooperation in Obtaining New Agreements………….21<\/p>\n
-i-<\/p>\n
Section 4.16 Property Damage to Coach Assets Prior to
\n the Separation Date……………………………22
\n Section 4.17 Restrictions on Coach………………………….22
\n Section 4.18 Sara Lee Employee Discount on Coach Products……..23<\/p>\n
ARTICLE V REGISTRATION RIGHTS………………………………………………..23
\n Section 5.1 Demand Registration……………………………23
\n Section 5.2 Piggyback Registration…………………………26
\n Section 5.3 Expenses……………………………………..28
\n Section 5.4 Blackout Period……………………………….28
\n Section 5.5 Selection of Underwriters………………………29
\n Section 5.6 Registration and Qualification………………….29
\n Section 5.7 Underwriting; Due Diligence…………………….31
\n Section 5.8 Indemnification and Contribution………………..32
\n Section 5.9 Rule 144 and Form S-3………………………….37
\n Section 5.10 Holdback Agreement…………………………….37
\n Section 5.11 Term…………………………………………38<\/p>\n
ARTICLE VI MISCELLANEOUS……………………………………………………..38
\n Section 6.1 Limitation of Liability………………………..38
\n Section 6.2 Entire Agreement………………………………38
\n Section 6.3 Governing Law and Jurisdiction………………….39
\n Section 6.4 Termination…………………………………..39
\n Section 6.5 Notices………………………………………39
\n Section 6.6 Counterparts………………………………….40
\n Section 6.7 Binding Effect; Assignment……………………..40
\n Section 6.8 Severability………………………………….40
\n Section 6.9 Failure or Indulgence Not Waiver; Remedies
\n Cumulative……………………………………40
\n Section 6.10 Amendment…………………………………….41
\n Section 6.11 Authority…………………………………….41
\n Section 6.12 Interpretation………………………………..41
\n Section 6.13 Conflicting Agreements…………………………41<\/p>\n
ARTICLE VII DEFINITIONS……………………………………………………….41
\n Section 7.1 AAA………………………………………….41
\n Section 7.2 Affiliated Company…………………………….42
\n Section 7.3 Ancillary Agreements…………………………..42
\n Section 7.4 Assets……………………………………….42<\/p>\n
-ii-<\/p>\n
Section 7.5 Assignment Agreement…………………………..42
\n Section 7.6 Blackout Period……………………………….42
\n Section 7.7 Coach Affiliate……………………………….42
\n Section 7.8 Coach Assets………………………………….42
\n Section 7.9 Coach’s Auditors………………………………42
\n Section 7.10 Coach Business………………………………..42
\n Section 7.11 Coach Capital Stock……………………………42
\n Section 7.12 Coach Group…………………………………..42
\n Section 7.13 Coach Transfer Agent…………………………..43
\n Section 7.14 Code…………………………………………43
\n Section 7.15 Commission……………………………………43
\n Section 7.16 Common Stock………………………………….43
\n Section 7.17 Company Notice………………………………..43
\n Section 7.18 Company Securities…………………………….43
\n Section 7.19 Confidential Business Information……………….43
\n Section 7.20 Confidential Information……………………….43
\n Section 7.21 Confidential Operational Information…………….43
\n Section 7.22 Continuously Effective…………………………43
\n Section 7.23 Demand Registration……………………………43
\n Section 7.24 Demand Registration Statement…………………..44
\n Section 7.25 Dispute………………………………………44
\n Section 7.26 Dispute Resolution Commencement Date…………….44
\n Section 7.27 Distribution………………………………….44
\n Section 7.28 Distribution Date……………………………..44
\n Section 7.29 Exchange Act………………………………….44
\n Section 7.30 Governmental Approvals…………………………44
\n Section 7.31 Governmental Authority…………………………44
\n Section 7.32 Holders………………………………………44
\n Section 7.33 Information…………………………………..44
\n Section 7.34 IPO………………………………………….45
\n Section 7.35 IPO Closing Date………………………………45
\n Section 7.36 IPO Registration Statement……………………..45
\n Section 7.37 Maximum Number………………………………..45
\n Section 7.38 NYSE…………………………………………45
\n Section 7.39 Other Holders…………………………………45
\n Section 7.40 Other Securities………………………………45
\n Section 7.41 Person……………………………………….45
\n Section 7.42 Pre-Distribution Period………………………..46
\n Section 7.43 Privileged Information…………………………46<\/p>\n
-iii-<\/p>\n
Section 7.44 Privileges……………………………………46
\n Section 7.45 Products……………………………………..46
\n Section 7.46 Registrable Securities…………………………46
\n Section 7.47 Registration Expenses………………………….47
\n Section 7.48 Request………………………………………47
\n Section 7.49 Rule 144……………………………………..47
\n Section 7.50 Rule 415 Offering……………………………..47
\n Section 7.51 Sara Lee Affiliate…………………………….47
\n Section 7.52 Sara Lee Group………………………………..47
\n Section 7.53 Sara Lee Securities……………………………48
\n Section 7.54 Sara Lee’s Auditors……………………………48
\n Section 7.55 SASM&F……………………………………….48
\n Section 7.56 Securities Act………………………………..48
\n Section 7.57 Selling Holder………………………………..48
\n Section 7.58 Separation……………………………………48
\n Section 7.59 Separation Date……………………………….48
\n Section 7.60 Subsidiary……………………………………48
\n Section 7.61 Tax Control…………………………………..48
\n Section 7.62 Tax-Free Status of the Distribution……………..49
\n Section 7.63 Underwritten Offering………………………….49
\n Section 7.64 Underwriters………………………………….49
\n Section 7.65 Underwriters’ Representative……………………49
\n Section 7.66 Underwriting Agreement…………………………49
\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
-iv-<\/p>\n
EXHIBITS<\/p>\n
Exhibit A Certificate of Secretary of Sara Lee
\nExhibit B Certificate of Secretary of Coach
\nExhibit C General Assignment and Assumption Agreement
\nExhibit D Employee Matters Agreement
\nExhibit E Tax Sharing Agreement
\nExhibit F Master Transitional Services Agreement
\nExhibit G Real Estate Matters Agreement
\nExhibit H Indemnification and Insurance Matters Agreement
\nExhibit I Lease Indemnification and Reimbursement Agreement<\/p>\n
-v-<\/p>\n
MASTER SEPARATION AGREEMENT<\/p>\n
This Master Separation Agreement (this “Agreement”) is
\ndated as of August 24, 2000, between Sara Lee Corporation (“Sara Lee”),
\na Maryland corporation, and Coach, Inc. (“Coach”), a Maryland corporation.
\nCapitalized terms used herein and not otherwise defined shall have the
\nmeanings ascribed to such terms in Article VII hereof.<\/p>\n
RECITALS<\/p>\n
WHEREAS, Sara Lee currently owns all of the issued and
\noutstanding common stock of Coach;<\/p>\n
WHEREAS, Sara Lee, through its Coach division, is engaged in
\nthe business of producing, marketing and selling handbags, accessories,
\nbusiness cases, luggage and travel accessories, time management products,
\nouterwear, gloves, scarves, watches, footwear, eyewear, home furnishings and
\nfurniture as more completely described in the IPO Registration Statement (the
\n“Coach Business”);<\/p>\n
WHEREAS, the Boards of Directors of Sara Lee and Coach have
\neach determined that it would be appropriate and desirable for Sara Lee to
\ncontribute and transfer to Coach, and for Coach to receive and assume,
\ndirectly or indirectly, assets and liabilities currently held by Sara Lee and
\nassociated with the Coach Business (the “Separation”);<\/p>\n
WHEREAS, Sara Lee and Coach currently contemplate that,
\nfollowing the contribution and assumption of assets and liabilities, Coach
\nwill make an initial public offering (“IPO”) of an amount of its common stock
\npursuant to a registration statement on Form S-1 pursuant to the Securities
\nAct of 1933, as amended (the “IPO Registration Statement”), that will reduce
\nSara Lee’s ownership of Coach to not less than 80.5%; and<\/p>\n
WHEREAS, the parties intend in this Agreement, including the
\nExhibits hereto, to set forth the principal arrangements between them
\nregarding the separation of the Coach Business.<\/p>\n
NOW, THEREFORE, in consideration of the foregoing and the
\nterms, conditions, covenants and provisions of this Agreement, Sara Lee and
\nCoach mutually covenant and agree as follows:<\/p>\n
1<\/p>\n
ARTICLE I<\/p>\n
SEPARATION<\/p>\n
Section 1.1 SEPARATION DATE. Unless otherwise provided in this
\nAgreement, or in any agreement to be executed in connection with this
\nAgreement, the effective time and date of each transfer of property,
\nassumption of liability, license, undertaking, or agreement in connection
\nwith the Separation shall be 12:01 a.m., Central Time, on the date that is
\ntwo days prior to the date on which the IPO Registration Statement is
\ndeclared effective, or such other date as may be fixed by the Board of
\nDirectors of Sara Lee (the “Separation Date”).<\/p>\n
Section 1.2 CLOSING OF TRANSACTIONS. Unless otherwise provided
\nherein, the closing of the transactions contemplated in Article II shall
\noccur by the delivery of each of the executed instruments of transfer,
\nassumptions of liability, undertakings, agreements, instruments or other
\ndocuments executed or to be executed to Skadden, Arps, Slate, Meagher & Flom
\n(Illinois) (“SASM&F”), 333 West Wacker Drive, Suite 2300, Chicago, Illinois
\n60606, to be held in escrow for delivery as provided in Section 1.3.<\/p>\n
Section 1.3 EXCHANGE OF SECRETARY’S CERTIFICATES. Upon receipt
\nof a certificate of the Secretary or an Assistant Secretary of Sara Lee in
\nthe form attached to this Agreement as Exhibit A, SASM&F shall deliver to
\nCoach on behalf of Sara Lee all of the items required to be delivered by Sara
\nLee hereunder pursuant to Section 2.1 and each such item shall be deemed to
\nbe delivered to Coach as of the Separation Date upon delivery of such
\ncertificate. Upon receipt of a certificate of the Secretary or an Assistant
\nSecretary of Coach in the form attached to this Agreement as Exhibit B,
\nSASM&F shall deliver to Sara Lee on behalf of Coach all of the items required
\nto be delivered by Coach pursuant to Section 2.2 hereunder and each such item
\nshall be deemed to be delivered to Sara Lee as of the Separation Date upon
\nreceipt of such certificate.<\/p>\n
ARTICLE II<\/p>\n
DOCUMENTS AND ITEMS TO BE
\n DELIVERED ON THE SEPARATION DATE<\/p>\n
Section 2.1 DOCUMENTS TO BE DELIVERED BY SARA LEE. On the
\nSeparation Date Sara Lee will deliver, or will cause its appropriate
\nSubsidiaries to deliver, to Coach all of the following items and agreements
\n(collectively, together <\/p>\n
2<\/p>\n
with all agreements and documents contemplated by such agreements, the
\n“Ancillary Agreements”):<\/p>\n
(a) A duly executed General Assignment and Assumption
\nAgreement (the “Assignment Agreement”) substantially in the form attached hereto
\nas Exhibit C;<\/p>\n
(b) A duly executed Employee Matters Agreement
\nsubstantially in the form attached hereto as Exhibit D;<\/p>\n
(c) A duly executed Tax Sharing Agreement substantially in
\nthe form attached hereto as Exhibit E;<\/p>\n
(d) A duly executed Master Transitional Services Agreement
\nsubstantially in the form attached hereto as Exhibit F;<\/p>\n
(e) A duly executed Real Estate Matters Agreement
\nsubstantially in the form attached hereto as Exhibit G;<\/p>\n
(f) A duly executed Indemnification and Insurance Matters
\nAgreement substantially in the form attached hereto as Exhibit H;<\/p>\n
(g) A duly executed Lease Indemnification and Reimbursement
\nAgreement substantially in the form attached hereto as Exhibit I;<\/p>\n
(h) Resignations of each person who is an officer or
\ndirector of Sara Lee or its Subsidiaries, immediately prior to the Separation
\nDate, and who will be employees of Coach from and after the Separation Date from
\nsuch office of Sara Lee or its Subsidiaries; PROVIDED, HOWEVER, that Lew
\nFrankfort shall continue to hold the position of Senior Vice President of Sara
\nLee and Carole P. Sadler shall continue to hold the position of Assistant
\nSecretary of Sara Lee until the IPO Closing Date; and<\/p>\n
(i) Such other agreements, documents or instruments as the
\nparties may agree are necessary or desirable in order to achieve the purposes
\nhereof.<\/p>\n
Section 2.2 DOCUMENTS TO BE DELIVERED BY COACH. As of the
\nSeparation Date, Coach will deliver to Sara Lee all of the following:<\/p>\n
3<\/p>\n
(a) In each case where Coach is a party to any agreement
\nor instrument referred to in Section 2.1, a duly executed counterpart of such
\nagreement or instrument; and<\/p>\n
(b) Resignations of each person who is an officer or
\ndirector of Coach, immediately prior to the Separation Date from such offices
\nof Coach; PROVIDED, HOWEVER, that the foregoing shall not apply to those
\nofficers of Sara Lee who serve as directors of Coach as nominees of Sara Lee.<\/p>\n
ARTICLE III<\/p>\n
THE IPO AND ACTIONS PENDING THE IPO; DISTRIBUTION<\/p>\n
Section 3.1 TRANSACTIONS PRIOR TO THE IPO. Subject to the
\nconditions specified in Section 3.3, Sara Lee and Coach shall use their
\nreasonable efforts to consummate the IPO. Such efforts shall include, without
\nlimitation, those specified in this Section 3.1.<\/p>\n
(a) REGISTRATION STATEMENT. Coach shall file the IPO
\nRegistration Statement, and such amendments or supplements thereto as may be
\nnecessary in order to cause the same to become and remain effective as
\nrequired by law or by the managing underwriters for the IPO (the
\n“Underwriters”), including, without limitation, filing such amendments or
\nsupplements to the IPO Registration Statement as may be required by the
\nunderwriting agreement to be entered into among Sara Lee, Coach and the
\nUnderwriters (the “Underwriting Agreement”), the Securities and Exchange
\nCommission (the “Commission”) or federal, state or foreign securities laws.
\nSara Lee and Coach shall also cooperate in preparing, filing with the
\nCommission and causing to become effective a registration statement
\nregistering the common stock of Coach under the Securities and Exchange Act
\nof 1934, as amended (the “Exchange Act”), and any registration statements or
\namendments thereof which are required to reflect the establishment of, or
\namendments to, any employee benefit and other plans necessary or appropriate
\nin connection with the IPO, the Separation, the Distribution or the other
\ntransactions contemplated by this Agreement.<\/p>\n
(b) UNDERWRITING AGREEMENT. Sara Lee and Coach shall
\nenter into the Underwriting Agreement, in form and substance reasonably
\nsatisfactory to Sara Lee and Coach, respectively and shall comply with its
\nobligations thereunder.<\/p>\n
4<\/p>\n
(c) NYSE LISTING. Coach shall prepare, file and use
\nreasonable efforts to seek to make effective, an application for listing of
\nthe common stock of Coach issued in the IPO on the New York Stock Exchange
\n(“NYSE”), subject to official notice of issuance.<\/p>\n
Section 3.2 COOPERATION. Coach shall consult with, and
\ncooperate in all respects with, Sara Lee in connection with the pricing of
\nthe common stock of Coach to be offered in the IPO and shall, at Sara Lee’s
\ndirection, promptly take any and all actions necessary or desirable to
\nconsummate the IPO as contemplated by the IPO Registration Statement and the
\nUnderwriting Agreement.<\/p>\n
Section 3.3 CONDITIONS PRECEDENT TO CONSUMMATION OF THE IPO.
\nThe obligations of the parties to use their reasonable efforts to consummate
\nthe IPO (the date of such consummation referred to as the “IPO Closing Date”)
\nshall be conditioned on the satisfaction of the following conditions:<\/p>\n
(a) REGISTRATION STATEMENT. The IPO Registration
\nStatement shall have been filed and declared effective by the Commission, and
\nthere shall be no stop-order in effect with respect thereto.<\/p>\n
(b) BLUE SKY. The actions and filings with regard to
\napplicable securities and blue sky laws of any state (and any comparable laws
\nunder any foreign jurisdictions) shall have been taken and, where applicable,
\nhave become effective or been accepted.<\/p>\n
(c) NYSE LISTING. The common stock of Coach to be issued
\nin the IPO shall have been accepted for listing on the NYSE, on official
\nnotice of issuance.<\/p>\n
(d) UNDERWRITING AGREEMENT. Sara Lee and Coach shall
\nhave entered into the Underwriting Agreement and all conditions to the
\nobligations of Sara Lee, Coach and the Underwriters shall have been satisfied
\nor waived.<\/p>\n
(e) STOCK OWNERSHIP. Sara Lee shall be satisfied, in its
\nsole discretion, that Sara Lee will own at least 80.5% of the outstanding
\ncommon stock of Coach and that Coach will have no class of equity other than
\ncommon stock outstanding, immediately following the IPO.<\/p>\n
5<\/p>\n
(f) NO LEGAL RESTRAINTS. No order, injunction or decree
\nissued by any court or agency of competent jurisdiction or other legal
\nrestraint or prohibition preventing the consummation of the Separation or the
\nIPO or any of the other transactions contemplated by this Agreement shall be
\nin effect.<\/p>\n
(g) SEPARATION. The Separation shall have become
\neffective by execution of this Agreement and the Ancillary Agreements.<\/p>\n
(h) OTHER ACTIONS. Such other actions as the parties
\nhereto may, based upon the advice of counsel, reasonably request to be taken
\nprior to the IPO in order to assure the successful completion of the IPO,
\nshall have been taken.<\/p>\n
(i) NO TERMINATION. This Agreement shall not have been
\nterminated; PROVIDED, HOWEVER, that the condition listed in subparagraph (e)
\nabove must be satisfied.<\/p>\n
Section 3.4 DISTRIBUTION.<\/p>\n
(a) DISTRIBUTION GENERALLY. At any time after the
\nSeparation Date, if Sara Lee, in its sole and absolute discretion, advises
\nCoach that Sara Lee intends to pursue a Distribution, Coach agrees to take
\nall action reasonably requested by Sara Lee to facilitate a Distribution.<\/p>\n
(b) SARA LEE’S SOLE DISCRETION. Sara Lee shall, in its
\nsole and absolute discretion, determine whether to proceed with all or part
\nof the Distribution or any Distribution, the date of the consummation of any
\nDistribution and all terms of any Distribution, including, without
\nlimitation, the form, structure and terms of any transaction(s) and\/or
\noffering(s) to effect the Distribution and the timing of and conditions to
\nthe consummation of the Distribution. In addition, Sara Lee may at any time
\nand from time to time until the completion of the Distribution, modify or
\nchange the terms of the Distribution, including, without limitation, by
\naccelerating or delaying the timing of the consummation of all or part of the
\nDistribution. Coach shall cooperate with Sara Lee in all respects to
\naccomplish a Distribution and shall, at Sara Lee’s direction, promptly take
\nany and all actions reasonably necessary or desirable to effect the
\nDistribution, including, without limitation, the registration under the
\nSecurities Act of the common stock of Coach on an appropriate registration
\nform or forms to be designated by Sara Lee. Sara Lee shall select any
\ninvestment banker(s) and manager(s) in connection with a Distribution, as
\nwell as any financial printer, solicitation and\/or exchange agent and outside
\ncounsel for Sara Lee; <\/p>\n
6<\/p>\n
PROVIDED, HOWEVER, that nothing herein shall prohibit Coach from engaging (at
\nits own expense) its own financial, legal, accounting and other advisors in
\nconnection with the Distribution.<\/p>\n
Section 3.5 FURTHER ASSURANCES REGARDING THE DISTRIBUTION. In
\naddition to the actions specifically provided for elsewhere in this
\nAgreement, if Sara Lee decides to proceed with the Distribution, Coach shall,
\nat Sara Lee’s direction, use all commercially reasonable efforts to take, or
\ncause to be taken, all actions, and to do, or cause to be done, all things
\ncommercially reasonably necessary, proper or expeditious under applicable
\nlaws, regulations and agreements in order to consummate and make effective
\nthe Distribution as promptly as reasonably practicable. Without limiting the
\ngenerality of the foregoing, Coach shall, at Sara Lee’s direction, cooperate
\nwith Sara Lee, and execute and deliver, or use all commercially reasonable
\nefforts to cause to have executed and delivered, all instruments, including
\ninstruments of conveyance, assignment and transfer, and to make all filings
\nwith, and to obtain all consents, approvals or authorizations of, any
\ndomestic or foreign governmental or regulatory authority requested by Sara
\nLee in order to consummate and make effective the Distribution.<\/p>\n
ARTICLE IV<\/p>\n
COVENANTS AND OTHER MATTERS<\/p>\n
Section 4.1 OTHER AGREEMENTS. Sara Lee and Coach agree to
\nexecute or cause to be executed by the appropriate parties and deliver, as
\nappropriate, such other agreements, instruments and other documents as may
\nbe necessary or desirable in order to effect the purposes of this Agreement
\nand the Ancillary Agreements.<\/p>\n
Section 4.2 FURTHER INSTRUMENTS. At the request of Coach, and
\nwithout further consideration, Sara Lee will execute and deliver, and will
\ncause its applicable Subsidiaries to execute and deliver, to Coach and its
\nSubsidiaries such other instruments of transfer, conveyance, assignment,
\nsubstitution and confirmation and take such action as Coach may reasonably
\ndeem necessary or desirable in order to more effectively transfer, convey and
\nassign to Coach and its Subsidiaries and confirm Coach’s and its
\nSubsidiaries’ title to all of the assets, rights and other things of value
\ncontemplated to be transferred to Coach and its Subsidiaries pursuant to this
\nAgreement, the Ancillary Agreements, and any documents referred to therein,
\nto put Coach and its Subsidiaries in actual possession and operating control
\nthereof and to <\/p>\n
7<\/p>\n
permit Coach and its Subsidiaries to exercise all rights with respect thereto
\n(including, without limitation, rights under contracts and other arrangements
\nas to which the consent of any third party to the transfer thereof shall not
\nhave previously been obtained). At the request of Sara Lee and without
\nfurther consideration, Coach will execute and deliver, and will cause its
\napplicable Subsidiaries to execute and deliver, to Sara Lee and its
\nSubsidiaries all instruments, assumptions, novations, undertakings,
\nsubstitutions or other documents and take such other action as Sara Lee may
\nreasonably deem necessary or desirable in order to have Coach fully and
\nunconditionally assume and discharge the liabilities contemplated to be
\nassumed by Coach under this Agreement or any document in connection herewith
\nand to relieve the Sara Lee Group of any liability or obligation with respect
\nthereto and evidence the same to third parties. Neither Sara Lee nor Coach
\nshall be obligated, in connection with the foregoing, to expend money other
\nthan reasonable out-of-pocket expenses, attorneys’ fees and recording or
\nsimilar fees, unless reimbursed by the other party. Furthermore, each party,
\nat the request of the other party hereto, shall execute and deliver such
\nother instruments and do and perform such other acts and things as may be
\nnecessary or desirable for effecting completely the consummation of the
\ntransactions contemplated hereby.<\/p>\n
Section 4.3 AGREEMENT FOR EXCHANGE OF INFORMATION.<\/p>\n
(a) GENERALLY. Each of Sara Lee and Coach agrees to
\nprovide, or cause to be provided, to the other, at any time, as soon as
\nreasonably practicable after written request therefor, all reports and other
\nInformation regularly provided by Coach to Sara Lee prior to the Separation
\nDate and any Information in the possession or under the control of such party
\nthat the requesting party reasonably needs (i) to comply with reporting,
\ndisclosure, filing or other requirements imposed on the requesting party
\n(including under applicable securities laws) by a Governmental Authority
\nhaving jurisdiction over the requesting party, (ii) for use in any other
\njudicial, regulatory, administrative or other proceeding or in order to
\nsatisfy audit, accounting, claims, regulatory, litigation or other similar
\nrequirements, (iii) to comply with its obligations under this Agreement or
\nany Ancillary Agreement or (iv) during the Pre-Distribution Period and
\nthereafter to the extent such Information and cooperation is necessary to
\ncomply with such reporting, filing and disclosure obligations, for the
\npreparation of financial statements or completing an audit, and as reasonably
\nnecessary to conduct the ongoing businesses of Sara Lee or Coach, as the case
\nmay be; PROVIDED, HOWEVER, that in the event that any party determines that
\nany such provision of Information could be commercially detrimental, violate
\nany law or agreement, or waive any attorney-client privilege, the parties
\nshall take all reasonable <\/p>\n
8<\/p>\n
measures to permit the compliance with such obligations in a manner that
\navoids any such harm or consequence. Each of Sara Lee and Coach agree to make
\ntheir respective personnel available to discuss the Information exchanged
\npursuant to this Section 4.3.<\/p>\n
(b) INTERNAL ACCOUNTING CONTROLS; FINANCIAL INFORMATION.
\nAfter the Separation Date, (i) each party shall maintain in effect at its own
\ncost and expense adequate systems and controls for its business to the extent
\nnecessary to enable the other party to satisfy its reporting, tax return,
\naccounting, audit and other obligations, and (ii) each party shall provide,
\nor cause to be provided, to the other party and its Subsidiaries in such form
\nas such requesting party shall request, at no charge to the requesting party,
\nall financial and other data and information as the requesting party
\ndetermines necessary or advisable in order to prepare its financial
\nstatements and reports or filings with any Governmental Authority.<\/p>\n
(c) OWNERSHIP OF INFORMATION. Any Information owned by a
\nparty that is provided to a requesting party pursuant to this Section 4.3
\nshall be deemed to remain the property of the providing party. Unless
\nspecifically set forth herein, nothing contained in this Agreement shall be
\nconstrued as granting or conferring rights of license or otherwise in any
\nsuch Information.<\/p>\n
(d) RECORD RETENTION. To facilitate the possible
\nexchange of Information pursuant to this Section 4.3 and other provisions of
\nthis Agreement after the Distribution Date, each party agrees to use its
\ncommercially reasonable efforts until the Distribution Date to retain all
\nInformation in its respective possession or control substantially in
\naccordance with the policies of Sara Lee as in effect on the Separation Date.
\nHowever, except as set forth in the Tax Sharing Agreement, at any time after
\nthe Distribution Date, each party may amend its respective record retention
\npolicies at such party’s discretion; PROVIDED, HOWEVER, that if a party
\ndesires to effect the amendment within three (3) years after the Distribution
\nDate, the amending party must give thirty (30) days prior written notice of
\nsuch change in the policy to the other party to this Agreement. No party will
\ndestroy, or permit any of its Subsidiaries to destroy, any Information that
\nexists on the Separation Date (other than Information that is permitted to be
\ndestroyed under the current record retention policies of Sara Lee) and that
\nfalls under the categories listed in Section 4.3(a), without first using its
\ncommercially reasonable efforts to notify the other party of the proposed
\ndestruction and giving the other party the opportunity to take possession or
\nmake copies of such Information prior to such destruction.<\/p>\n
9<\/p>\n
(e) LIMITATION OF LIABILITY. Each party will use its
\ngood faith efforts to ensure that Information provided to the other party
\nhereunder is accurate and complete; PROVIDED, HOWEVER, no party shall have
\nany liability to any other party in the event that any Information exchanged
\nor provided pursuant to this Section 4.3 is found to be inaccurate, in the
\nabsence of gross negligence or willful misconduct by the party providing such
\nInformation. No party shall have any liability to any other party if any
\nInformation is destroyed or lost after commercially reasonable efforts by
\nsuch party to comply with the provisions of Section 4.3(d).<\/p>\n
(f) OTHER AGREEMENTS PROVIDING FOR EXCHANGE OF
\nINFORMATION. The rights and obligations granted under this Section 4.3 are
\nsubject to any specific limitations, qualifications or additional provisions
\non the sharing, exchange or confidential treatment of Information set forth
\nin this Agreement and any Ancillary Agreement.<\/p>\n
(g) PRODUCTION OF WITNESSES; RECORDS; COOPERATION. After
\nthe Separation Date, except in the case of a legal or other proceeding by one
\nparty against another party, each party hereto shall use its commercially
\nreasonable efforts to make available to each other party, upon written
\nrequest, the former, current and future directors, officers, employees, other
\npersonnel and agents of such party as witnesses and any books, records or
\nother documents within its control or which it otherwise has the ability to
\nmake available, to the extent that any such person (giving consideration to
\nbusiness demands of such directors, officers, employees, other personnel and
\nagents) or books, records or other documents may reasonably be required in
\nconnection with any legal, administrative or other proceeding in which the
\nrequesting party may from time to time be involved, regardless of whether
\nsuch legal, administrative or other proceeding is a matter with respect to
\nwhich indemnification may be sought hereunder. The requesting party shall
\nbear all costs and expenses in connection therewith.<\/p>\n
Section 4.4 AUDITORS AND AUDITS; FINANCIAL STATEMENTS;
\nACCOUNTING MATTERS. Each party agrees that:<\/p>\n
(a) SELECTION OF AUDITORS. Until the Distribution Date,
\nCoach shall not use a different accounting firm from the accounting firm that
\nis used by Sara Lee to serve as its (and its Subsidiaries’) independent
\ncertified public accountants (“Coach’s Auditors”) for purposes of providing
\nan opinion on its consolidated financial statements without Sara Lee’s prior
\nwritten consent; PROVIDED, HOWEVER, that Coach’s audit committee shall be
\nentitled to select its own representative<\/p>\n
10<\/p>\n
and team of accountants from such accounting firm to serve Coach, which may
\nbe different from the representative and team of accountants that serve Sara
\nLee, and for so long as such accounting firm is willing and permitted by
\napplicable legal or accounting standards to serve as Coach’s Auditors.<\/p>\n
(b) DATE OF AUDITORS’ OPINION AND QUARTERLY REVIEWS.
\nCoach shall use its commercially reasonable efforts to enable the Coach
\nAuditors to complete their audit such that they will date their opinion on
\nCoach’s audited annual financial statements on the same date that Sara Lee’s
\nindependent certified public accountants (“Sara Lee’s Auditors”) date their
\nopinion on Sara Lee’s audited annual financial statements, and to enable Sara
\nLee to meet its timetable for the printing, filing and public dissemination
\nof Sara Lee’s annual financial statements. Coach shall use its commercially
\nreasonable efforts to enable the Coach Auditors to complete their annual
\naudit and quarterly review procedures such that they will provide clearance
\non Coach’s annual and quarterly financial statements on the same date that
\nSara Lee’s Auditors provide clearance on Sara Lee’s annual and quarterly
\nfinancial statements.<\/p>\n
(c) ANNUAL AND QUARTERLY FINANCIAL STATEMENTS. Until the
\nDistribution Date, Coach shall not change its fiscal year and, until the Sara
\nLee fiscal year end first occurring after the Distribution Date and
\nthereafter to the extent necessary for the purpose of preparing financial
\nstatements or completing a financial statement audit, shall provide to Sara
\nLee on a timely basis all Information that Sara Lee reasonably requires to
\nmeet its schedule for the preparation, printing, filing, and public
\ndissemination of Sara Lee’s annual, quarterly and monthly financial
\nstatements. Without limiting the generality of the foregoing, Coach will
\nprovide all required financial Information with respect to Coach and its
\nSubsidiaries to Coach’s Auditors in a sufficient and reasonable time and in
\nsufficient detail to permit Coach’s Auditors to take all steps and perform
\nall reviews necessary to provide sufficient assistance to Sara Lee’s Auditors
\nwith respect to financial Information to be included or contained in Sara
\nLee’s annual, quarterly and monthly financial statements. Similarly, Sara Lee
\nshall provide to Coach on a timely basis all financial Information that Coach
\nreasonably requires to meet its schedule for the preparation, printing,
\nfiling, and public dissemination of Coach’s annual, quarterly and monthly
\nfinancial statements. Without limiting the generality of the foregoing, Sara
\nLee will provide all required financial Information with respect to Sara Lee
\nand its Subsidiaries to Coach’s Auditors in a sufficient and reasonable time
\nand in sufficient detail to permit Coach’s Auditors to take all steps and
\nperform all reviews necessary to provide <\/p>\n
11<\/p>\n
sufficient assistance to Coach’s Auditors with respect to Information to be
\nincluded or contained in Coach’s annual and quarterly financial statements.<\/p>\n
(d) COMPLIANCE WITH POLICIES. Until the Distribution
\nDate and thereafter to the extent necessary for the preparation of
\nconsolidated financial statements on a basis consistent with prior periods,
\nCoach shall comply with all financial accounting and reporting rules,
\npolicies and directives of Sara Lee, and fulfill all timing and reporting
\nrequirements, applicable to Sara Lee’s Subsidiaries that are consolidated
\nwith Sara Lee for financial statement purposes.<\/p>\n
(e) IDENTITY OF PERSONNEL PERFORMING THE ANNUAL AUDIT
\nAND QUARTERLY REVIEWS. Until the Distribution Date and thereafter to the
\nextent such information and cooperation is necessary for the preparation of
\nfinancial statements or completing a financial statements audit, Coach shall
\nauthorize Coach’s Auditors to make available to Sara Lee’s Auditors both the
\npersonnel who performed or will perform the annual audits and quarterly
\nreviews of Coach and work papers related to the annual audits and quarterly
\nreviews of Coach, in all cases within a reasonable time prior to Coach’s
\nAuditors’ opinion date, so that Sara Lee’s Auditors are able to perform the
\nprocedures they consider necessary to take responsibility for the work of
\nCoach’s Auditors as it relates to Sara Lee’s Auditors’ report on Sara Lee’s
\nfinancial statements, all within sufficient time to enable Sara Lee to meet
\nits timetable for the printing, filing and public dissemination of Sara Lee’s
\nannual and quarterly statements. Similarly, Sara Lee shall authorize Sara
\nLee’s Auditors to make available to Coach’s Auditors both the personnel who
\nperformed or will perform the annual audits and quarterly reviews of Sara Lee
\nand work papers related to the annual audits and quarterly reviews of Sara
\nLee, in all cases within a reasonable time prior to Sara Lee’s Auditors’
\nopinion date, so that Coach’s Auditors are able to perform the procedures
\nthey consider necessary to take responsibility for the work of Sara Lee’s
\nAuditors as it relates to Coach’s Auditors’ report on Coach’s statements, all
\nwithin sufficient time to enable Coach to meet its timetable for the
\nprinting, filing and public dissemination of Coach’s annual and quarterly
\nfinancial statements.<\/p>\n
(f) ACCESS TO BOOKS AND RECORDS. Until the Distribution
\nDate and thereafter to the extent such information and cooperation is
\nnecessary for the preparation of financial statements or completing a
\nfinancial statements audit, all governmental audits are complete and the
\napplicable statute of limitations for tax matters has expired, Coach shall
\nprovide Sara Lee’s internal auditors, counsel and other designated
\nrepresentatives of Sara Lee access during normal business hours to (i) the
\npremises of Coach and its Subsidiaries and all Information (and duplicating <\/p>\n
12<\/p>\n
rights) within the knowledge, possession or control of Coach and its
\nSubsidiaries and (ii) the officers and employees of Coach and its
\nSubsidiaries, so that Sara Lee may conduct reasonable audits relating to the
\nfinancial statements provided by Coach pursuant hereto as well as to the
\ninternal accounting controls and operations of Coach and its Subsidiaries.
\nSimilarly, Sara Lee shall provide Coach’s internal auditors, counsel and
\nother designated representatives of Coach access during normal business hours
\nto (i) the premises of Sara Lee and its Subsidiaries and all Information (and
\nduplicating rights with respect thereto) within the knowledge, possession or
\ncontrol of Sara Lee and its Subsidiaries and (ii) the officers and employees
\nof Sara Lee and its Subsidiaries, so that Coach may conduct reasonable audits
\nrelating to the financial statements provided by Sara Lee pursuant hereto as
\nwell as to the internal accounting controls and operations of Sara Lee and
\nits Subsidiaries.<\/p>\n
(g) NOTICE OF CHANGE IN ACCOUNTING PRINCIPLES. Until the
\nDistribution Date and thereafter if a change in accounting principles would
\naffect the historical financial statements of the other party, (i) Coach
\nshall not make or adopt any significant changes in its accounting estimates
\nor accounting principles from those in effect on the Separation Date without
\nSara Lee’s prior written consent, which shall not be unreasonably withheld,
\nand (ii) Coach will consult with Sara Lee and, if requested by Sara Lee,
\nCoach will consult with Sara Lee’s independent public accountants with
\nrespect thereto. Sara Lee shall give Coach as much prior notice as reasonably
\npractical of any proposed determination of, or any significant changes in,
\nits accounting estimates or accounting principles from those in effect on the
\nSeparation Date. Sara Lee will consult with Coach and, if requested by Coach,
\nSara Lee will consult with Coach’s independent public accountants with
\nrespect thereto.<\/p>\n
(h) CONFLICT WITH THIRD-PARTY AGREEMENTS. Nothing in
\nSections 4.3 and 4.4 shall require Coach to violate any agreement with any
\nthird party regarding the confidentiality of confidential and proprietary
\ninformation relating to that third party or its business; PROVIDED, HOWEVER,
\nthat in the event that Coach is required under Sections 4.3 and 4.4 to
\ndisclose any such Information, Coach shall use all commercially reasonable
\nefforts to seek to obtain such third party’s consent to the disclosure of
\nsuch information.<\/p>\n
Section 4.5 CONFIDENTIALITY.<\/p>\n
(a) For a period (i) in the case of Confidential
\nInformation that is Confidential Business Information, of ten years from the
\nSeparation Date and (ii) in the case of Confidential Information that is
\nConfidential Operational Information,<\/p>\n
13<\/p>\n
continuing into perpetuity, Sara Lee and Coach shall hold and shall cause
\neach of their respective Subsidiaries to hold, and shall each cause their
\nrespective officers, employees, agents, consultants and advisors to hold, in
\nstrict confidence and not to disclose or release without the prior written
\nconsent of the other party, any and all Confidential Information (as defined
\nherein) concerning the other party; PROVIDED, that the parties may disclose,
\nor may permit disclosure of, Confidential Information (i) to their respective
\nauditors, attorneys, financial advisors, bankers and other appropriate
\nconsultants and advisors who have a need to know such information and are
\ninformed of their obligation to hold such information confidential to the
\nsame extent as is applicable to the parties hereto and in respect of whose
\nfailure to comply with such obligations, Coach or Sara Lee, as the case may
\nbe, will be responsible or (ii) if the parties or any of their respective
\nSubsidiaries are compelled to disclose any such Confidential Information by
\njudicial or administrative process or, in the opinion of independent legal
\ncounsel, by other requirements of law. Notwithstanding the foregoing, in the
\nevent that any demand or request for disclosure of Confidential Information
\nis made pursuant to clause (ii) above, Sara Lee or Coach, as the case may be,
\nshall promptly notify the other of the existence of such request or demand
\nand shall provide the other a reasonable opportunity to seek an appropriate
\nprotective order or other remedy, which both parties will cooperate in
\nobtaining. In the event that such appropriate protective order or other
\nremedy is not obtained, the party whose Confidential Information is required
\nto be disclosed shall or shall cause the other party to furnish, or cause to
\nbe furnished, only that portion of the Confidential Information that is
\nlegally required to be disclosed. As used in this Section 4.5:<\/p>\n
(1) “Confidential Information” shall mean
\n Confidential Business Information and Confidential Operational
\n Information concerning one party which, prior to or following the
\n Separation Date, has been disclosed by Sara Lee or its Subsidiaries on
\n the one hand, or Coach or its Subsidiaries, on the other hand, in
\n written, oral (including by recording), electronic, or visual form to,
\n or otherwise has come into the possession of, the other, including
\n pursuant to the access provisions of Section 4.3 or 4.4 hereof or any
\n other provision of this Agreement (except to the extent that such
\n Information can be shown to have been (x) in the public domain through
\n no fault of such party (or any party’s Subsidiary) or (y) later lawfully
\n acquired from other sources by the party (or any party’s Subsidiary) to
\n which it was furnished; PROVIDED, HOWEVER, in the case of (y) that such
\n sources did not provide such Information in breach of any
\n confidentiality obligations).<\/p>\n
14<\/p>\n
(2) “Confidential Operational Information”
\n shall mean all proprietary, design or operational information, data or
\n material including, without limitation, (a) specifications, ideas and
\n concepts for products and services, (b) manufacturing specifications and
\n procedures, (c) design drawings and models, (d) materials and material
\n specifications, (e) quality assurance policies, procedures and
\n specifications, (f) customer information, (g) computer software and
\n derivatives thereof relating to design development or manufacture of
\n products, (h) training materials and information and (i) all other
\n know-how, methodology, procedures, techniques and trade secrets related
\n to design, development and manufacturing.<\/p>\n
(3) “Confidential Business Information” shall
\n mean all proprietary information, data or material other than
\n Confidential Operational Information, including, but not limited to (a)
\n proprietary earnings reports and forecasts, (b) proprietary macro-
\n economic reports and forecasts, (c) proprietary business plans, (d)
\n proprietary general market evaluations and surveys and (e) proprietary
\n financing and credit-related information.<\/p>\n
Notwithstanding the first sentence of this Section 4.5(a), with respect to
\nany Confidential Business Information that is disclosed after the Separation
\nDate (which shall be deemed to be Confidential Information for the purposes
\nof this Section), the obligations of this subsection shall terminate ten
\nyears after the date of the first disclosure of such Confidential Business
\nInformation to Sara Lee or its Subsidiaries, on the one hand, or Coach or its
\nSubsidiaries, on the other hand.<\/p>\n
(b) Notwithstanding anything to the contrary set forth
\nherein, (i) Sara Lee and its Subsidiaries, on the one hand, and Coach and its
\nSubsidiaries, on the other hand, shall be deemed to have satisfied their
\nobligations hereunder with respect to Confidential Information if they
\nexercise the same degree of care (but no less than a reasonable degree of
\ncare) as they take to preserve confidentiality for their own similar
\nInformation and (ii) confidentiality obligations provided for in any
\nagreement between Sara Lee or its Subsidiaries, or Coach or any of its
\nSubsidiaries, on the one hand, and any employee of Sara Lee or any of its
\nSubsidiaries, or Coach or any of its Subsidiaries, on the other hand shall
\nremain in full force and effect. Confidential Information of Sara Lee and its
\nSubsidiaries, on the one hand, or Coach and its Subsidiaries, on the other
\nhand, in the possession of and used by the <\/p>\n
15<\/p>\n
other as of the Separation Date may continue to be used by such Person in
\npossession of the Confidential Information in and only in the operation of
\nthe business of Sara Lee or the Coach Business, the case may be, and may be
\nused only so long as the Confidential Information is maintained in confidence
\nand not disclosed in violation of Section 4.5(a). Such continued right to use
\nmay not be transferred to any third party unless the third party purchases
\nall or substantially all of the business and Assets in one transaction or in
\na series of related transactions for which or in which the relevant
\nConfidential Information is used or employed. In the event that such right to
\nuse is transferred in accordance with the preceding sentence, the
\ntransferring party shall not disclose the source of the relevant Confidential
\nInformation.<\/p>\n
Section 4.6 PRIVILEGED MATTERS.<\/p>\n
(a) Sara Lee and Coach agree that their respective
\nrights and obligations to maintain, preserve, assert or waive any or all
\nprivileges belonging to either corporation or their Subsidiaries with respect
\nto the Coach Business or the business of Sara Lee, including but not limited
\nto the attorney-client and work product privileges (collectively,
\n“Privileges”), shall be governed by the provisions of this Section 4.6. With
\nrespect to Privileged Information of Sara Lee (as defined below), Sara Lee
\nshall have sole authority in perpetuity to determine whether to assert or
\nwaive any or all Privileges, and Coach shall take no action (nor permit any
\nof its Subsidiaries to take action) without the prior written consent of Sara
\nLee that could result in any waiver of any Privilege that could be asserted
\nby Sara Lee or any of its Subsidiaries under applicable law and this
\nAgreement. With respect to Privileged Information of Coach arising after the
\nSeparation, Coach shall have sole authority in perpetuity to determine
\nwhether to assert or waive any or all Privileges, and Sara Lee shall take no
\naction (nor permit any of its Subsidiaries to take action) without the prior
\nwritten consent of Coach that could result in any waiver of any Privilege
\nthat could be asserted by Coach or any of its Subsidiaries under applicable
\nlaw and this Agreement. The rights and obligations created by this Section
\n4.6 shall apply to all Information as to which Sara Lee or Coach or their
\nrespective Subsidiaries would be entitled to assert or has asserted a
\nPrivilege without regard to the effect, if any, of the Separation
\n(“Privileged Information”). Privileged Information of Sara Lee includes but
\nis not limited to (i) any and all Information regarding the business of Sara
\nLee and its Subsidiaries (other than the Coach Business; PROVIDED that Coach
\nhas assumed and will be liable on or after the Separation Date for any
\nliability or claim arising with respect to such Information), whether or not
\nit is in the possession of Coach or any of its Subsidiaries; (ii) all
\ncommunications subject to a Privilege between counsel for Sara Lee (including
\nin-house counsel) and any person who, at <\/p>\n
16<\/p>\n
the time of the communication, was an employee of Sara Lee, regardless of
\nwhether such employee is or becomes an employee of Coach or any of its
\nSubsidiaries and (iii) all Information generated, received or arising after
\nthe Separation Date that refers or relates to Privileged Information of Sara
\nLee generated, received or arising prior to the Separation Date. Privileged
\nInformation of Coach includes but is not limited to (x) any and all
\nInformation regarding the Coach Business, whether or not it is in the
\npossession of Sara Lee or any of its Subsidiaries; PROVIDED that Coach has
\nassumed and will be liable on or after the Separation Date for any liability
\nor claim arising with respect to such Information; (y) all communications
\nsubject to a Privilege occurring after the Separation between counsel for the
\nCoach Business (including in-house counsel and former in-house counsel who
\nare employees of Sara Lee) and any person who, at the time of the
\ncommunication, was an employee of Coach, regardless of whether such employee
\nwas, is or becomes an employee of Sara Lee or any of its Subsidiaries and (z)
\nall Information generated, received or arising after the Separation Date that
\nrefers or relates to Privileged Information of Coach generated, received or
\narising after the Separation Date.<\/p>\n
(b) Upon receipt by Sara Lee or Coach, as the case may
\nbe, of any subpoena, discovery or other request from any third party that
\nactually or arguably calls for the production or disclosure of Privileged
\nInformation of the other or if Sara Lee or Coach, as the case may be, obtains
\nknowledge that any current or former employee of Sara Lee or Coach, as the
\ncase may be, has received any subpoena, discovery or other request from any
\nthird party that actually or arguably calls for the production or disclosure
\nof Privileged Information of the other, Sara Lee or Coach, as the case may
\nbe, shall promptly notify the other of the existence of the request and shall
\nprovide the other a reasonable opportunity to review the Information and to
\nassert any rights it may have under this Section 4.6 or otherwise to prevent
\nthe production or disclosure of Privileged Information. Sara Lee or Coach, as
\nthe case may be, will not produce or disclose to any third party any of the
\nother’s Privileged Information under this Section 4.6 unless (a) the other
\nhas provided its express written consent to such production or disclosure or
\n(b) a court of competent jurisdiction has entered an order not subject to
\ninterlocutory appeal or review finding that the Information is not entitled
\nto protection from disclosure under any applicable privilege, doctrine or
\nrule.<\/p>\n
(c) Sara Lee’s transfer of books and records pertaining
\nto the Coach Business and other Information to Coach, Sara Lee’s agreement to
\npermit Coach to obtain Information existing prior to the Separation, Coach’s
\ntransfer of books and records pertaining to Sara Lee, if any, and other
\nInformation and Coach’s <\/p>\n
17<\/p>\n
agreement to permit Sara Lee to obtain Information existing prior to the
\nSeparation are made in reliance on Sara Lee’s and Coach’s respective
\nagreements, as set forth in Section 4.5 and this Section 4.6, to maintain the
\nconfidentiality of such Information and to take the steps provided herein for
\nthe preservation of all Privileges that may belong to or be asserted by Sara
\nLee or Coach, as the case may be. The access to Information, witnesses and
\nindividuals being granted pursuant to Sections 4.3 and 4.4 and the disclosure
\nto Coach and Sara Lee of Privileged Information relating to the Coach
\nBusiness or the business of Sara Lee pursuant to this Agreement in connection
\nwith the Separation shall not be asserted by Sara Lee or Coach to constitute,
\nor otherwise deemed, a waiver of any Privilege that has been or may be
\nasserted under this Section 4.6 or otherwise. Nothing in this Agreement shall
\noperate to reduce, minimize or condition the rights granted to Sara Lee and
\nCoach in, or the obligations imposed upon Sara Lee and Coach by, this Section
\n4.6.<\/p>\n
Section 4.7 MAIL AND OTHER COMMUNICATIONS. After the
\nSeparation Date, each of Sara Lee and Coach may receive mail, telegrams,
\npackages and other communications properly belonging to the other.
\nAccordingly, at all times after the Separation Date, each of Sara Lee and
\nCoach authorizes the other to receive and open all mail, telegrams, packages
\nand other communications received by it and not unambiguously intended for
\nthe other party or any of the other party’s officers or directors, and to
\nretain the same to the extent that they relate to the business of the
\nreceiving party or, to the extent that they do not relate to the business of
\nthe receiving party, the receiving party shall promptly deliver such mail,
\ntelegrams, packages or other communications, including, without limitation,
\nnotices of any liens or encumbrances on any asset transferred to Coach in
\nconnection with the Separation, (or, in case the same relate to both
\nbusinesses, copies thereof) to the other party as provided for in Section 6.5
\nhereof. The provisions of this Section 4.7 are not intended to, and shall
\nnot, be deemed to constitute an authorization by either Sara Lee or Coach to
\npermit the other to accept service of process on its behalf and neither party
\nis or shall be deemed to be the agent of the other for service of process
\npurposes.<\/p>\n
Section 4.8 CONSISTENCY WITH PAST PRACTICES. At all times,
\nSara Lee and Coach will conduct the Coach Business before the Separation Date
\nand Coach will conduct the Coach Business before the Distribution Date in the
\nordinary course, consistent with past practices.<\/p>\n
Section 4.9 ENVIRONMENTAL AND SAFETY PRACTICES. Coach
\ncovenants that, from the Separation Date through the Distribution Date, the
\nfollowing: (i) all <\/p>\n
18<\/p>\n
handbags, men’s and women’s accessories, business cases, luggage and other
\nproducts sold by Coach in the ordinary course of the Coach Business
\n(“Products”) shall be manufactured in accordance with all applicable federal,
\nstate and local environmental, safety and other laws, regulations,
\nordinances, permits, licenses or any other binding legal obligation in effect
\nat the time and place of manufacture and sale of the Products; (ii) that
\nCoach will operate its facilities and conduct its operations, or cause its
\noperations to be conducted, in compliance with all applicable federal, state
\nand local environmental, safety and other laws, regulations, ordinances,
\npermits, licenses or any other binding legal obligation in effect now or in
\nthe future; (iii) that Coach will continue to maintain an environmental
\nmanagement system comparable to or better than Coach’s environmental
\nmanagement system, as that system exists on the Separation Date, or Sara
\nLee’s environmental management system as improved or updated thereafter,
\ncomparability to be determined by Sara Lee through Sara Lee’s right to
\nperiodically inspect and audit Coach’s environmental management systems and
\nfacilities and (iv) Coach will participate in Sara Lee’s periodic
\nenvironmental council meetings and training programs as part of Coach’s
\nefforts to maintain compliance with environmental laws and regulations and
\nmain tain an comparable environmental management system.<\/p>\n
Section 4.10 PAYMENT OF EXPENSES. Except as otherwise provided
\nin this Agreement, the Ancillary Agreements or any other agreement between
\nthe parties relating to the Separation, the IPO or a Distribution, (i) all
\ncosts and expenses of the parties hereto in connection with the IPO
\n(including costs associated with drafting this Agreement, the Ancillary
\nAgreements and the documents relating to the formation of Coach) shall be
\npaid by Coach, (ii) all costs and expenses of the parties hereto in
\nconnection with any Distribution shall be paid by Sara Lee; PROVIDED,
\nHOWEVER, that Coach will pay the fees and expenses of its independent
\naccountants with respect to services they otherwise would perform in order
\nfor Coach to comply with its SEC filings, bank facilities or other reporting
\nobligations, and Sara Lee will pay the incremental fees and expenses of
\nCoach’s independent accountants incurred in connection with the Distribution;
\nand (ii) all costs and expenses of the parties hereto in connection with the
\nSeparation shall be paid by the party which incurs such cost or expense.
\nCoach will instruct its independent accountants to segregate its fees and
\nexpenses between those incurred in connection with the Distribution and those
\nincurred in connection with other matters. Notwithstanding the foregoing,
\nCoach and Sara Lee shall each be responsible for their own internal fees,
\ncosts and expenses (e.g., salaries of personnel) incurred in connection with
\nthe Separation, the IPO and a Distribution.<\/p>\n
Section 4.11 DISPUTE RESOLUTION.<\/p>\n
(a) Any dispute, controversy or claim arising out of or
\nrelating to this Agreement or the Ancillary Agreements, other than the Tax
\nSharing Agreement, or the breach, termination or validity thereof (“Dispute”)
\nwhich arises <\/p>\n
19<\/p>\n
between the parties shall first be negotiated between appropriate senior
\nexecutives of each party who shall have the authority to resolve the matter.
\nSuch executives shall meet to attempt in good faith to negotiate a resolution
\nof the Dispute prior to pursuing other available remedies, within 10 days of
\nreceipt by a party of notice of a Dispute, which date of receipt shall be
\nreferred to herein as the “Dispute Resolution Commencement Date.” Discussions
\nand correspondence relating to trying to resolve such Dispute shall be
\ntreated as confidential information developed for the purpose of settlement
\nand shall be exempt from discovery or production and shall not be admissible
\nin any subsequent proceeding between the parties. If the senior executives
\nare unable to resolve the Dispute within thirty (30) days from the Dispute
\nResolution Commencement Date, then, on the request of any party, the Dispute
\nwill be mediated by a mediator appointed pursuant to the mediation rules of
\nthe American 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 Arbitration Rules of the AAA in Cook County,
\nIllinois. There shall be three (3) neutral arbitrators of whom Sara Lee shall
\nappoint one and Coach shall appoint one within 30 days of the receipt by the
\nrespondent of the demand for arbitration. The two arbitrators so appointed
\nshall select the chair of the arbitral tribunal within 30 days of the
\nappointment of the second arbitrator. If any arbitrator is not appointed
\nwithin the time limit provided herein, such arbitrator shall be appointed by
\nthe AAA by using a list striking and ranking procedure in accordance with its
\nrules. Any arbitrator appointed by the AAA shall be a retired judge or a
\npracticing attorney with no less than fifteen years of experience and an
\nexperienced arbitrator. The prevailing party in such arbitration shall be
\nentitled to be awarded its expenses, including its share of administrative
\nand arbitrator fees and expenses and reasonable attorneys’ and other
\nprofessional fees, incurred in connection with the arbitration (but excluding
\nany costs and fees associated with prior negotiation or mediation). The
\ndecision of the arbitrators shall be final and binding on the parties and may
\nbe enforced in any court of competent jurisdiction.<\/p>\n
20<\/p>\n
(c) By agreeing to arbitration, the parties do not
\nintend to deprive any court of its jurisdiction to issue a pre-arbitral
\ninjunction, pre-arbitral attachment, or other order in aid of arbitration
\nproceedings and the enforcement of any award. Without prejudice to such
\nprovisional remedies as may be available under the jurisdiction of a court,
\nthe arbitral tribunal shall have full authority to grant provisional remedies
\nor modify or vacate any temporary or preliminary relief issued by a court, to
\nissue an award for temporary or permanent injunctive relief (including
\nspecific performance) and to award damages for the failure of any party to
\nrespect the arbitral tribunal’s orders to that effect.<\/p>\n
(d) CONTINUITY OF SERVICE AND PERFORMANCE. Unless
\notherwise agreed in writing, the parties will continue to provide service and
\nhonor all other commitments under this Agreement and each Ancillary Agreement
\nduring the course of dispute resolution pursuant to the provisions of this
\nSection 4.11 with respect to all matters not subject to such dispute,
\ncontroversy or claim.<\/p>\n
Section 4.12 GOVERNMENTAL APPROVALS. To the extent that the
\nSeparation requires any Governmental Approvals, the parties will use their
\ncommercially reasonable efforts to obtain any such Governmental Approvals.<\/p>\n
Section 4.13 NO REPRESENTATION OR WARRANTY. Sara Lee does not,
\nin this Agreement or any other agreement, instrument or document contemplated
\nby this Agreement, make any representation as to, warranty of or covenant
\nwith respect to:<\/p>\n
(a) the value of any asset or thing of value to be
\ntransferred to Coach;<\/p>\n
(b) the freedom from encumbrance of any asset or thing
\nof value to be transferred to Coach; PROVIDED, HOWEVER, that Sara Lee agrees
\nto notify Coach promptly in the event Sara Lee receives any notice or claim
\nof any encumbrance on or against any asset or thing of value transferred to
\nCoach;<\/p>\n
(c) the absence of defenses or freedom from
\ncounterclaims with respect to any claim to be transferred to Coach; PROVIDED,
\nHOWEVER, that neither Sara Lee nor its Subsidiaries have any counterclaims
\nwith respect to any claim to be transferred to Coach; or<\/p>\n
21<\/p>\n
(d) the legal sufficiency of any assignment, document or
\ninstrument delivered hereunder to convey title to any asset or thing of value
\nupon its execution, deliver and filing.<\/p>\n
Except as may expressly be set forth herein or in any Ancillary Agreement,
\nall assets to be transferred to Coach shall be transferred “AS IS, WHERE IS”
\nand Coach shall bear the economic and legal risk that any conveyance shall
\nprove to be insufficient to vest in Coach good and marketable title, free and
\nclear of any lien, claim, equity or other encumbrance.<\/p>\n
Section 4.14 NON-SOLICITATION OF EMPLOYEES. Sara Lee and Coach
\neach agree not to solicit or recruit, without the other party’s express
\nwritten consent, the other party’s employees for a period of two (2) years
\nfollowing the Separation Date. To the extent this prohibition is waived, any
\nrecruitment efforts by either Sara Lee or Coach during the period of one (1)
\nyear after the Separation Date shall be coordinated with each party’s Senior
\nVice President of Human Resources or his or her designee and appropriate
\nmanagement. Notwithstanding the foregoing, this prohibition on solicitation
\ndoes not apply to actions taken by a party either: (a) solely as a result of
\nan employee’s affirmative response to a general recruitment effort carried
\nout through a public solicitation or general solicitation or (b) as a result
\nof an employee’s initiative.<\/p>\n
Section 4.15 COOPERATION IN OBTAINING NEW AGREEMENTS. Sara Lee
\nunderstands that, prior to the Separation Date, Coach has derived benefits
\nunder certain agreements and relationships between Sara Lee and third
\nparties, which agreements and relationships are not being assigned or
\ntransferred to Coach in connection with the Separation. Upon the request of
\nCoach, Sara Lee agrees to make introductions of appropriate Coach personnel
\nto Sara Lee’s contacts at such third parties, and agrees to provide
\nreasonable assistance to Coach, at Sara Lee’s own expense, so that Coach, to
\nthe extent possible, may enter into agreements or relationships with such
\nthird parties under substantially equivalent terms and conditions, including
\nfinancial terms and conditions, that apply to Sara Lee. Such assistance may
\ninclude, but is not limited to, (i) requesting and encouraging such third
\nparties to enter into such agreements or relationships with Coach, (ii)
\nattending meetings and negotiating sessions with Coach and such third parties
\nand (iii) participating in buying consortiums with Coach. Sara Lee also
\nunderstands that certain agreements between Sara Lee and third parties which
\nare being assigned to Coach in connection with the Separation may require the
\nconsent of the applicable third party. Sara Lee shall assist Coach in seeking
\nand obtaining the consent of such third parties to such <\/p>\n
22<\/p>\n
assignment. The parties expect that the activities contemplated by this
\nSection 4.15 will be substantially completed by the Distribution Date, but in
\nno event will Sara Lee have any obligations hereunder after the first
\nanniversary of the Distribution Date.<\/p>\n
Section 4.16 PROPERTY DAMAGE TO COACH ASSETS PRIOR TO THE
\nSEPARATION DATE. In the event of any property damage, other than ordinary
\nwear and tear, to any Coach Assets held by Sara Lee which occurs prior to the
\nSeparation Date, Sara Lee shall repair or otherwise address such damage in
\nthe ordinary course of business consistent with past practices; PROVIDED,
\nHOWEVER, that nothing in this clause shall restrict Sara Lee from disposing
\nof any Assets in the ordinary course of business consistent with past
\npractices.<\/p>\n
Section 4.17 RESTRICTIONS ON COACH. Notwithstanding any other
\nprovision of this Agreement or any of the Ancillary Agreements, for the
\nperiod from the Separation Date until the Distribution Date (the
\n“Pre-Distribution Period”), Coach shall not take any action (such action to
\ninclude, without limitation, the granting of restricted stock awards and the
\nissuance of Coach Capital Stock (whether upon the exercise by the holders of
\nany stock options or convertible securities issued by Coach or otherwise)
\nduring the Pre-Distribution Period without the prior written consent of Sara
\nLee if, as a result of such action, Sara Lee would or would reasonably be
\nexpected to cease to have Tax Control of Coach unless, prior to Coach taking
\nsuch action Sara Lee has determined, in its sole and absolute discretion,
\nwhich discretion shall be exercised in good faith solely to preserve both
\nSara Lee’s Tax Control of Coach and the Tax-Free Status of the Distribution,
\nthat such action will not jeopardize either Sara Lee’s Tax Control of Coach
\nor the Tax-Free Status of the Distribution. In furtherance of the foregoing
\nprovisions of this Section 4.17, Coach shall be permitted to grant stock
\noptions and restricted stock awards to its employees which have been approved
\nby the compensation and employee benefits committee of Coach only so long as
\n(i) Coach repurchases in the open market sufficient shares of issued and
\noutstanding Coach Capital Stock prior to the date such stock options are
\nexercised or become transferable or such restricted stock awards are granted
\n(or deemed granted) to ensure that Sara Lee will not cease to have Tax
\nControl of Coach at any time during the Pre-Distribution Period, (ii) Coach
\nprovides Sara Lee with prior written notification of the procedures taken by
\nCoach to comply with its obligations described in clause (i) above, including
\nsubstantiation that the appropriate number of Coach shares have been
\nrepurchased, and (iii) Sara Lee approves of such procedures in writing (which
\napproval shall not be unreasonably withheld). All of the restrictions on
\nCoach contained in this Section 4.17 shall apply to Coach <\/p>\n
23<\/p>\n
during the Pre-Distribution Period. In furtherance of Coach’s covenants under
\nthis Section 4.17, Coach shall instruct the Coach Transfer Agent not to issue
\nor deliver certificates representing, or other evidence of ownership of,
\nnewly issued shares of Coach Capital Stock during the Pre-Distribution Period
\nwithout the prior written consent of Sara Lee. Coach hereby agrees that
\nduring the Pre-Distribution Period, (i) the treasury department of Sara Lee
\nwill administer or oversee the administration of all issuances of shares of
\nCoach Capital Stock (whether pursuant to stock options exercises, the
\ngranting of restricted stock awards, or otherwise) to ensure that Sara Lee
\nwill not fail to have Tax Control of Coach at any time during the
\nPre-Distribution Period and (ii) all grants of options, restricted stock
\nawards and other issuances of similar instruments by Coach during the
\nPre-Distribution Period shall include provisions to the effect that the grant
\nor exercise of such option, award or other instrument shall be void AB INITIO
\nif the effect of such grant or exercise (whether alone or when aggregated
\nwith other issuances of Coach Capital Stock) would cause or would reasonably
\nbe expected to cause Sara Lee to fail to have Tax Control of Coach at any
\ntime during the Pre-Distribution Period.<\/p>\n
Section 4.18 SARA LEE EMPLOYEE DISCOUNT ON COACH PRODUCTS. For
\nthe period ending ten (10) years from the Distribution Date, Coach will
\ncontinue to offer all employees and directors of the Sara Lee Group on the
\ndate of purchase a discount on all Coach products purchased by such Sara Lee
\nGroup employees or directors, which discount shall be equivalent to the
\nemployee and director discount programs in effect with respect to Coach
\nproducts as of the Separation Date.<\/p>\n
ARTICLE V<\/p>\n
REGISTRATION RIGHTS<\/p>\n
Section 5.1 DEMAND REGISTRATION. (a) The Holders shall have
\nthe right after the IPO Closing Date to request in writing (a “Request”)
\n(which request shall specify the Registrable Securities intended to be
\ndisposed of by such Holders and the intended method of distribution thereof,
\nincluding in a Rule 415 Offering, if Coach is then eligible to register such
\nRegistrable Securities on Form S-3 (or a successor form) for such offering)
\nthat Coach register such portion of such Holders’ Registrable Securities as
\nshall be specified in the Request (a “Demand Registration”) by filing with
\nthe Commission, as soon as practicable thereafter, but not later than the
\n30th day (or the 45th day if the applicable registration form is other than
\nForm S- 3) after the receipt of such a Request by Coach, a registration
\nstatement (a “Demand Registration Statement”) covering such Registrable
\nSecurities, and Coach shall use <\/p>\n
24<\/p>\n
all commercially reasonable efforts to have such Demand Registration
\nStatement declared effective by the Commission as soon as practicable
\nthereafter, but in no event later than the 75th day (or the 90th day if the
\napplicable registration form is other than Form S-3) after the receipt of
\nsuch a Request, and to keep such Demand Registration Statement Continuously
\nEffective for a period of at least twenty-four (24) months, in the case of a
\nRule 415 Offering, or, in all other cases, for a period of at least 180 days
\nfollowing the date on which such Demand Registration Statement is declared
\neffective (or for such shorter period which will terminate when all of the
\nRegistrable Securities covered by such Demand Registration Statement shall
\nhave been sold pursuant thereto), including, if necessary, by filing with the
\nCommission a post-effective amendment or a supplement to the Demand
\nRegistration Statement or the related prospectus or any document incorporated
\ntherein by reference or by filing any other required document or otherwise
\nsupplementing or amending the Demand Registration Statement, if required by
\nthe rules, regulations or instructions applicable to the registration form
\nused by Coach for such Demand Registration Statement or by the Securities
\nAct, the Exchange Act, any state securities or blue sky laws, or any rules
\nand regulations thereunder; PROVIDED that such period during which the Demand
\nRegistration Statement shall remain Continuously Effective shall, in the case
\nof an Underwritten Offering, be extended for such period (if any) as the
\nunderwriters shall reasonably require, including to satisfy, in the judgment
\nof counsel to the underwriters, any prospectus delivery requirements imposed
\nby applicable law.<\/p>\n
(b) Coach shall not be obligated to effect more than
\nthree (3) Demand Registrations pursuant to Requests, other than Requests with
\nrespect to a Rule 415 Offering which shall not reduce the number of Demand
\nRegistrations which may be Requested by Holders, and not more than one (1)
\nDemand Registration in any calendar year. For purposes of the preceding
\nsentence, a Demand Registration shall not be deemed to have been effected
\n(and, therefore, not requested for purposes of paragraph (a) above), (i)
\nunless a Demand Registration Statement with respect thereto has become
\neffective, (ii) if after such Demand Registration Statement has become
\neffective, the offer, sale or distribution of Registrable Securities
\nthereunder is prevented by any stop order, injunction or other order or
\nrequirement of the Commission or other governmental agency or court for any
\nreason not attributable to any Holder and such effect is not thereafter
\neliminated or (iii) if the conditions to closing specified in the purchase
\nagreement or underwriting agreement entered into in connection with such
\nregistration are not satisfied or waived other than by reason of a failure on
\nthe part of any Holder. If Coach shall have complied with its obligations
\nunder this Article V, a right to a Demand Registration pursuant to this
\nSection 5.1 shall be deemed to have been satisfied upon the earlier of (x)
\nthe date <\/p>\n
25<\/p>\n
as of which all of the Registrable Securities included therein shall have
\nbeen sold to the underwriters or distributed pursuant to the Demand
\nRegistration Statement and (y) the date as of which such Demand Registration
\nshall have been Continuously Effective for a period of at least twenty-four
\n(24) months, in the case of a Rule 415 Offering, or, in all other cases, for
\na period of at least 180 days following the effectiveness of such Demand
\nRegistration Statement.<\/p>\n
(c) Any request made pursuant to this Section 5.1 shall
\nbe addressed to the attention of the secretary of Coach, and shall specify
\n(i) the number of Registrable Securities to be registered (which shall be not
\nless than the lesser of (x) 5% of the total number of shares of Common Stock
\noutstanding or (y) the remaining balance of the Registrable Securities then
\nheld by the Holders, provided that the aggregate public offering price of the
\nRegistrable Securities to be registered (based on the closing sale price of
\nthe Common Stock on the last trading day prior to the delivery of a Request)
\nwould not be less than $20 million), (ii) the intended method of distribution
\nthereof and (iii) that the request is for a Demand Registration pursuant to
\nthis Section 5.1.<\/p>\n
(d) Coach may not include in a Demand Registration
\npursuant to Section 5.1 hereof shares of Common Stock for the account of
\nCoach or any subsidiary of Coach, but, if and to the extent required by a
\ncontractual obligation, may, subject to compliance with Section 5.1(e),
\ninclude shares of Common Stock for the account of any other Person who holds
\nshares of Common Stock entitled to be included therein; PROVIDED, HOWEVER,
\nthat if the Underwriters’ Representative of any offering described in this
\nSection 5.1 shall have informed Coach in writing that in its judgment there
\nis a Maximum Number of shares of Common Stock that all Holders and any other
\nPersons desiring to participate in such Registration may include in such
\noffering, then Coach shall include in such Demand Registration all
\nRegistrable Securities requested to be included in such registration by the
\nHolders together with up to such additional number of shares of Common Stock
\nthat any other Persons entitled to participate in such registration desire to
\ninclude in such registration up to the Maximum Number that the Underwriters’
\nRepresentative has informed Coach may be included in such registration
\nwithout materially and adversely affecting the success or pricing of such
\noffering; PROVIDED that the number of shares of Common Stock to be offered
\nfor the account of all such other Persons participating in such registration
\nshall be reduced in a manner determined by the Company in its sole discretion.<\/p>\n
26<\/p>\n
(e) No Holder may participate in any Underwritten
\nOffering under Section 5.1 hereof and no other Person shall be permitted to
\nparticipate in any such offering pursuant to Section 5.1 hereof unless it
\ncompletes and executes all customary questionnaires, powers of attorney,
\ncustody agreements, underwriting agreements and other customary documents
\nrequired under the customary terms of such underwriting arrangements. In
\nconnection with any Underwritten Offering under Section 5.1 hereof, each
\nparticipating Holder and Coach and, except in the case of a Rule 415 Offering
\nhereof, each other Person shall be a party to the underwriting agreement with
\nthe underwriters and may be required to make certain customary
\nrepresentations and warranties and provide certain customary indemnifications
\nfor the benefits of the underwriters; PROVIDED that the Holders shall not be
\nrequired to make representations and warranties with respect to Coach and its
\nSubsidiaries or their business and operations and shall not be required to
\nagree to any indemnity or contribution provisions less favorable to them than
\nas are set forth herein.<\/p>\n
Section 5.2 PIGGYBACK REGISTRATION. (a) In the event that
\nCoach at any time after the IPO Closing Date proposes to register any of its
\nCommon Stock, any other of its equity securities or securities convertible
\ninto or exchangeable for its equity securities (collectively, including
\nCommon Stock, “Other Securities”) under the Securities Act, either in
\nconnection with a primary offering for cash for the account of Coach, a
\nsecondary offering or a combined primary and secondary offering, Coach will
\neach time it intends to effect such a registration, give written notice (a
\n“Company Notice”) to all Holders of Registrable Securities at least ten (10)
\nbusiness days prior to the initial filing of a registration statement with
\nthe Commission pertaining thereto, informing such Holders of its intent to
\nfile such registration statement and of the Holders’ right to request the
\nregistration of the Registrable Securities held by the Holders. Upon the
\nwritten request of the Holders made within seven (7) business days after any
\nsuch Company Notice is given (which request shall specify the Registrable
\nSecurities intended to be disposed of by such Holder and, unless the
\napplicable registration is intended to effect a primary offering of Common
\nStock for cash for the account of Coach, the intended distribution thereof),
\nCoach will use all commercially reasonable efforts to effect the registration
\nunder the Securities Act of all Registrable Securities which Coach has been
\nso requested to register by the Holders to the extent required to permit the
\ndisposition (in accordance with the intended methods of distribution thereof
\nor, in the case of a registration which is intended to effect a primary
\noffering for cash for the account of Coach, in accordance with Coach’s
\nintended method of distribution) of the Registrable Securities so requested
\nto be registered, including, if necessary, by filing with the Commission<\/p>\n
27<\/p>\n
a post-effective amendment or a supplement to the registration statement
\nfiled by Coach or the related prospectus or any document incorporated therein
\nby reference or by filing any other required document or otherwise
\nsupplementing or amending the registration statement filed by Coach, if
\nrequired by the rules, regulations or instructions applicable to the
\nregistration form used by Coach for such registration statement or by the
\nSecurities Act, any state securities or blue sky laws, or any rules and
\nregulations thereunder; PROVIDED, HOWEVER, that if, at any time after giving
\nwritten notice of its intention to register any Other Securities and prior to
\nthe effective date of the registration statement filed in connection with
\nsuch registration, Coach shall determine for any reason not to register or to
\ndelay such registration of the Other Securities, Coach shall give written
\nnotice of such determination to each Holder of Registrable Securities and,
\nthereupon, (i) in the case of a determination not to register, Coach shall be
\nrelieved of its obligation to register any Registrable Securities in
\nconnection with such registration (but not from its obligation to pay the
\nRegistration Expenses incurred in connection therewith or from Coach’s
\nobligations with respect to any subsequent registration) and (ii) in the case
\nof a determination to delay such registration, Coach shall be permitted to
\ndelay registration of any Registrable Securities requested to be included in
\nsuch registration statement for the same period as the delay in registering
\nsuch Other Securities. The registration rights granted pursuant to the
\nprovisions of this Section 5.2 shall be in addition to the registration
\nrights granted pursuant to the other provisions of this Article V.<\/p>\n
(b) If, in connection with a Registration Statement
\npursuant to this Section 5.2, the Underwriters’ Representative of the
\noffering registered thereon shall inform Coach in writing that in its opinion
\nthere is a Maximum Number of shares of Common Stock that may be included
\ntherein and if such Registration Statement relates to an offering initiated
\nby Coach of Common Stock being offered for the account of Coach, Coach shall
\ninclude in such registration: (i) first, the number of shares Coach proposes
\nto offer (“Company Securities”), (ii) second, up to the full number of
\nRegistrable Securities held by Holders of Registrable Securities that are
\nrequested to be included in such registration (Registrable Securities that
\nare so held being sometimes referred to herein as “Sara Lee Securities”) to
\nthe extent necessary to reduce the respective total number of shares of
\nCommon Stock requested to be included in such offering to the Maximum Number
\nof shares of Common Stock recommended by such Underwriters’ Representative
\n(and in the event that such Underwriters’ Representative advises that less
\nthan all of such Sara Lee Securities may be included in such offering, the
\nHolders of Registrable Securities may withdraw their request for registration
\nof their Registrable Securities under this Section 5.2 and not less than 90
\ndays subsequent to the effective <\/p>\n
28<\/p>\n
date of the registration statement for the registration of such Other
\nSecurities request that such registration be effected as a registration under
\nSection 5.1 to the extent permitted thereunder) and (iii) third, up to the
\nfull number of the Other Securities (other than Company Securities), if any,
\nin excess of the number of Company Securities and Sara Lee Securities to be
\nsold in such offering to the extent necessary to reduce the respective total
\nnumber of shares of Common Stock requested to be included in such offering to
\nthe Maximum Number of shares of Common Stock recommended by such
\nUnderwriters’ Representative (and, if such number is less than the full
\nnumber of such Other Securities, such number shall be allocated pro rata
\namong the holders of such Other Securities (other than Company Securities) on
\nthe basis of the number of securities requested to be included therein by
\neach such holder).<\/p>\n
(c) If, in connection with a Registration Statement
\npursuant to this Section 5.2, the Underwriters’ Representative of the
\noffering registered thereon shall inform Coach in writing that in its opinion
\nthere is a Maxi mum Number of shares of Common Stock that may be included
\ntherein and if such Registration Statement relates to an offering initiated
\nby any Person other than Coach (the “Other Holders”), Coach shall include in
\nsuch registration the number of securities (including Registrable Securities)
\nthat such underwriters advise can be so sold without adversely affecting such
\noffering, allocated pro rata among the Other Holders and the Holders of
\nRegistrable Securities on the basis of the number of securities (including
\nRegistrable Securities) requested to be included therein by each Other Holder
\nand Holder of Registrable Securities.<\/p>\n
(d) Coach shall not be required to effect any
\nregistration of Registrable Securities under this Section 5.2 incidental to
\nthe registration of any of its securities in connection with Coach’s issuance
\nof registered shares of Common Stock in mergers, acquisitions, exchange
\noffers, subscription offers, dividend reinvestment plans or stock option or
\nother executive or employee benefit or compensation plans.<\/p>\n
(d) No registration of Registrable Securities effected
\nunder this Section 5.2 shall relieve Coach of its obligation to effect a
\nregistration of Registrable Securities pursuant to Section 5.1.<\/p>\n
Section 5.3 EXPENSES. Except as provided herein, Coach shall
\npay all Registration Expenses in connection with all registration of
\nRegistrable Securities. Notwithstanding the foregoing, each Holder of
\nRegistrable Securities and <\/p>\n
29<\/p>\n
Coach shall be responsible for its own internal administrative and similar
\ncosts, which shall not constitute Registration Expenses.<\/p>\n
Section 5.4 BLACKOUT PERIOD. Coach shall be entitled to elect
\nthat a Registration Statement not be usable, or that the filing thereof be
\ndelayed beyond the time otherwise required, for a reasonable period of time,
\nbut not in excess of 60 days (a “Blackout Period”), if Coach determines in
\ngood faith that the registration and distribution of Registrable Securities
\n(or the use or filing of the Registration Statement or related prospectus)
\nwould interfere with any pending material financing, acquisition, corporate
\nreorganization or any other material corporate development involving Coach or
\nany of its Subsidiaries or would require premature disclosure thereof that
\nwould be detrimental to Coach and promptly gives the Holders of Registrable
\nSecurities written notice of such determination, and if requested by Holders
\nand to the extent such action would not violate applicable law, Coach will
\npromptly deliver to the Holders a general statement of the reasons for such
\npostponement or restriction on use and to the extent practicable an
\napproximation of the anticipated delay; PROVIDED, HOWEVER, that the aggregate
\nnumber of days included in all Blackout Periods during any consecutive 12
\nmonths shall not exceed 90 days.<\/p>\n
Section 5.5 SELECTION OF UNDERWRITERS. If any Rule 145
\nOffering or any offering pursuant to a Demand Registration Statement is an
\nUnderwritten Offering, Sara Lee will select a managing underwriter or
\nunderwriters to administer the offering, which managing underwriter shall be
\nreasonably satisfactory to Coach.<\/p>\n
Section 5.6 REGISTRATION AND QUALIFICATION. If and whenever
\nCoach is required to effect the registration of any Registrable Securities
\nunder the Securities Act as provided in this Article V, Coach shall as
\npromptly as practicable:<\/p>\n
(a) prepare, file and use all commercially reasonable
\nefforts to cause to become effective a registration statement under the
\nSecurities Act relating to the Registrable Securities to be offered;<\/p>\n
(b) prepare and file with the Commission such amendments
\nand supplements to such registration statement and the prospectus used in
\nconnection therewith as may be necessary to keep such registration statement
\neffective and to comply with the provisions of the Securities Act with
\nrespect to the disposition of all Registrable Securities until the earlier of
\n(i) such time as all of such Registrable Securities have been disposed of in
\naccordance with the intended methods of disposition set forth in such
\nregistration statement and (ii) the expiration <\/p>\n
30<\/p>\n
of six-months after such registration statement becomes effective; PROVIDED,
\nthat such six-month period shall be extended for such number of days that
\nequals the number of days elapsing from (x) the date the written notice
\ncontemplated by paragraph (f) below is given by Coach to (y) the date on
\nwhich Coach delivers to Holders of Registrable Securities the supplement or
\namendment contemplated by paragraph (f) below;<\/p>\n
(c) furnish to Holders of Registrable Securities and to
\nany underwriter of such Registrable Securities such number of conformed
\ncopies of such registration statement and of each such amendment and
\nsupplement thereto (in each case including all exhibits), such number of
\ncopies of the prospectus included in such registration statement (including
\neach preliminary prospectus and any summary prospectus), in conformity with
\nthe requirements of the Securities Act, such documents incorporated by
\nreference in such registration statement or prospectus, and such other
\ndocuments, as Holders of Registrable Securities or such underwriter may
\nreasonably request, and a copy of any and all transmittal letters or other
\ncorrespondence to or received from the Commission or any other governmental
\nagency or self-regulatory body or other body having jurisdiction (including
\nany domestic or foreign securities exchange) relating to such offering;<\/p>\n
(d) use all commercially reasonable efforts to register
\nor qualify all Registrable Securities covered by such registration statement
\nunder the securities or blue sky laws of such jurisdictions as the Holders of
\nsuch Registrable Securities or any underwriter to such Registrable Securities
\nshall request, and use all commercially reasonable efforts to obtain all
\nappropriate registrations, permits and consents in connection therewith, and
\ndo any and all other acts and things which may be necessary or advisable to
\nenable the Holders of Registrable Securities or any such underwriter to
\nconsummate the disposition in such jurisdictions of its Registrable
\nSecurities covered by such registration statement; PROVIDED, that Coach shall
\nnot for any such purpose be required to qualify generally to do business as a
\nforeign corporation in any such jurisdiction wherein it is not so qualified
\nor to consent to general service of process in any such jurisdiction;<\/p>\n
(e) (i) use all commercially reasonable efforts to
\nfurnish to each Holder of Registrable Securities included in such
\nregistration (each, a “Selling Holder”) and to any underwriter of such
\nRegistrable Securities an opinion of counsel for Coach addressed to each
\nSelling Holder and dated the date of the closing under the underwriting
\nagreement (if any) (or if such offering is not underwritten, dated the
\neffective date of the registration statement) and (ii) use all commercially
\nreasonable <\/p>\n
31<\/p>\n
efforts to furnish to each Selling Holder a “cold comfort” letter addressed
\nto each Selling Holder and signed by the independent public accountants who
\nhave audited the financial statements of Coach included in such registration
\nstatement, in each such case covering substantially the same matters with
\nrespect to such registration statement (and the prospectus included therein)
\nas are customarily covered in opinions of issuer’s counsel and in
\naccountants’ letters delivered to underwriters in underwritten public
\nofferings of securities and such other matters as the Selling Holders may
\nreasonably request and, in the case of such accountants’ letter, with respect
\nto events subsequent to the date of such financial statements;<\/p>\n
(f) as promptly as practicable, notify the Selling
\nHolders in writing (i) at any time when a prospectus relating to a
\nregistration made pursuant to Sections 5.1 or 5.2 contains an untrue
\nstatement of a material fact or omits to state any material fact required to
\nbe stated therein or necessary to make the statements therein, in light of
\nthe circumstances under which they were made, not misleading due to the
\noccurrence of any event and (ii) of any request by the Commission or any
\nother regulatory body or other body having jurisdiction for any amendment of
\nor supplement to any registration statement or other document relating to
\nsuch offering, and in either such case, at the request of the Selling Holders
\nprepare and furnish to the Selling Holders a reasonable number of copies of a
\nsupplement to or an amendment of such prospectus as may be necessary so that,
\nas thereafter delivered to the purchasers of such Registrable Securities,
\nsuch prospectus shall not include an untrue statement of a material fact or
\nomit to state a material fact required to be stated therein or necessary to
\nmake the statements therein, in light of the circumstances under which they
\nare made, not misleading;<\/p>\n
(g) if reasonably requested by the lead or managing
\nunderwriters, use its best efforts to list all such Registrable Securities
\ncovered by such registration on each securities exchange and automated
\ninter-dealer quotation system on which a class of common equity securities of
\nCoach is then listed;<\/p>\n
(h) to the extent reasonably requested by the lead or
\nmanaging underwriters, send appropriate officers of Coach to attend any “road
\nshows” scheduled in connection with any such registration, with all
\nout-of-pocket costs and expense incurred by Coach or such officers in
\nconnection with such attendance to be paid by Coach; and<\/p>\n
(i) furnish or cause to be furnished for delivery in
\nconnection with the closing of any offering of Registrable Securities pursuant
\nto a <\/p>\n
32<\/p>\n
registration effected pursuant to Sections 5.1 or 5.2 unlegended certificates
\nrepresenting ownership of the Registrable Securities being sold in such
\ndenominations as shall be requested by the Selling Holders or the
\nunderwriters.<\/p>\n
Section 5.7 UNDERWRITING; DUE DILIGENCE. (a) If requested by
\nthe underwriters for any Underwritten Offering of Registrable Securities
\npursuant to a registration requested under this Article V, Coach shall enter
\ninto an underwriting agreement in a form reasonably satisfactory to Coach
\nwith such underwriters for such offering, which agreement will contain such
\nrepresentations and warranties by Coach and such other terms and provisions
\nas are customarily contained in under writing agreements with respect to
\nsecondary distributions, including, without limitation, indemnification and
\ncontribution provisions substantially to the effect and to the extent
\nprovided in Section 5.8, and agreements as to the provision of opinions of
\ncounsel and accountants’ letters to the effect and to the extent provided in
\nSection 5.6(e). The Selling Holders on whose behalf the Registrable
\nSecurities are to be distributed by such underwriters shall be a party to any
\nsuch underwriting agreement and the representations and warranties by, and
\nthe other agreements on the part of, Coach to and for the benefit of such
\nunderwriters, shall also be made to and for the benefit of such Selling
\nHolders. Such underwriting agreement shall also contain such representations
\nand warranties by such Selling Holders and such other terms and provisions as
\nare customarily contained in underwriting agreements with respect to
\nsecondary distributions, including, without limitation, indemnification and
\ncontribution provisions substantially to the effect and to the extent
\nprovided in Section 5.8.<\/p>\n
(b) In connection with the preparation and filing of
\neach registration statement registering Registrable Securities under the
\nSecurities Act pursuant to this Article V, Coach shall give the Holders of
\nsuch Registrable Securities and the underwriters, if any, and their
\nrespective counsel and accountants, such reasonable and customary access to
\nits books and records and such opportunities to discuss the business of Coach
\nwith its officers and the independent public accountants who have certified
\nthe financial statements of Coach as shall be necessary, in the opinion of
\nsuch Holders and such underwriters or their respective counsel, to conduct a
\nreasonable investigation within the meaning of the Securities Act; provided,
\nthat such Holders and the underwriters and their respective counsel and
\naccountants shall use their reasonable best efforts to coordinate any such
\ninvestigation of the books and records of Coach and any such discussions with
\nCoach’s officers and accountants so that all such investigations occur at the
\nsame time and all such discussions occur at the same time.<\/p>\n
33<\/p>\n
Section 5.8 INDEMNIFICATION AND CONTRIBUTION. (a) In the case
\nof each offering of Registrable Securities made pursuant to this Article V,
\nCoach agrees to indemnify and hold harmless, to the extent permitted by law,
\neach Selling Holder, each underwriter of Registrable Securities so offered
\nand each Person, if any, who controls any of the foregoing Persons within the
\nmeaning of the Securities Act and the officers, directors, affiliates,
\nemployees and agents of each of the foregoing, against any and all losses,
\nliabilities, costs (including reasonable attorney’s fees and disbursements),
\nclaims and damages, joint or several, to which they or any of them may become
\nsubject, under the Securities Act or otherwise, including any amount paid in
\nsettlement of any litigation commenced or threatened, insofar as such losses,
\nliabilities, costs, claims and damages (or actions or proceedings in respect
\nthereof, whether or not such indemnified Person is a party thereto) arise out
\nof or are based upon any untrue statement by Coach or alleged untrue
\nstatement by Coach of a material fact contained in the registration statement
\n(or in any preliminary or final prospectus included therein) or in any
\noffering memorandum or other offering document relating to the offering and
\nsale of such Registrable Securities prepared by Coach or at its direction, or
\nany amendment thereof or supplement thereto, or in any document incorporated
\nby reference therein, or any omission by Coach or alleged omission by Coach
\nto state therein a material fact required to be stated therein or necessary
\nto make the statements therein not misleading; PROVIDED, that Coach shall not
\nbe liable to any Person in any such case to the extent that any such loss,
\nliability, cost, claim or damage arises out of or relates to any untrue
\nstatement or alleged untrue statement, or any omission, if such statement or
\nomission shall have been made in reliance upon and in conformity with
\ninformation relating to a Selling Holder or another holder of securities
\nincluded in such registration statement furnished to Coach by or on behalf of
\nsuch Selling Holder or underwriter, as the case may be, specifically for use
\nin the registration statement (or in any preliminary or final prospectus
\nincluded therein), offering memorandum or other offering document, or any
\namendment thereof or supplement thereto. Such indemnity shall remain in full
\nforce and effect regardless of any investigation made by or on behalf of any
\nSelling Holder or any other holder and shall survive the transfer of such
\nsecurities. The foregoing indemnity agreement is in addition to any liability
\nthat Coach may otherwise have to each Selling Holder, or other holder or
\nunderwriter of the Registrable Securities or any controlling person of the
\nforegoing and the officers, directors, affiliates, employees and agents of
\neach of the foregoing; PROVIDED, further, that, in the case of an offering
\nwith respect to which a Selling Holder has designated the lead or managing
\nunderwriters (or a Selling Holder is offering Registrable Securities
\ndirectly, without an underwriter), this indemnity does not apply to any <\/p>\n
34<\/p>\n
loss, liability, cost, claim or damage arising out of or relating to any
\nuntrue statement or alleged untrue statement or omission or alleged omission
\nin any preliminary prospectus or offering memorandum if a copy of a final
\nprospectus or offering memorandum was not sent or given by or on behalf of
\nany underwriter (or such Selling Holder or other holder, as the case may be)
\nto such Person asserting such loss, liability, cost, claim or damage at or
\nprior to the written confirmation of the sale of the Registrable Securities
\nas required by the Securities Act and such untrue statement or omission had
\nbeen corrected in such final prospectus or offering memorandum.<\/p>\n
(b) In the case of each offering made pursuant to this
\nAgreement, each Selling Holder, by exercising its registration rights
\nhereunder, agrees to indemnify and hold harmless, and to cause each
\nunderwriter of Registrable Securities included in such offering (in the same
\nmanner and to the same extent as set forth in Section 5.8(a)) to agree to
\nindemnify and hold harmless to the extent permitted by law, Coach, each other
\nunderwriter who participates in such offering, each other Selling Holder or
\nother holder with securities included in such offering and in the case of an
\nunderwriter, such Selling Holder or other holder, and each Person, if any,
\nwho controls any of the foregoing within the meaning of the Securities Act
\nand the officers, directors, affiliates, employees and agents of each of the
\nforegoing, against any and all losses, liabilities, costs, claims and damages
\nto which they or any of them may become subject, under the Securities Act or
\notherwise, including any amount paid in settlement of any litigation
\ncommenced or threatened, insofar as such losses, liabilities, costs, claims
\nand damages (or actions or proceedings in respect thereof, whether or not
\nsuch indemnified Person is a party thereto) arise out of or are based upon
\nany untrue statement or alleged untrue statement by such Selling Holder or
\nunderwriter, as the case may be, of a material fact contained in the
\nregistration statement (or in any preliminary or final prospectus included
\ntherein) or in any offering memorandum or other offering document relating to
\nthe offering and sale of such Registrable Securities prepared by Coach or at
\nits direction, or any amendment thereof or supplement thereto, or any
\nomission by such Selling Holder or underwriter, as the case may be, or
\nalleged omission by such Selling Holder or underwriter, as the case may be,
\nof a material fact required to be stated therein or necessary to make the
\nstatements therein not misleading, but in each case only to the extent that
\nsuch untrue statement of a material fact is contained in, or such material
\nfact is omitted from, information relating to such Selling Holder or
\nunderwriter, as the case may be, furnished to Coach by or on behalf of such
\nSelling Holder or underwriter, as the case may be, specifically for use in
\nsuch registration statement (or in any preliminary or final prospectus
\nincluded therein), offering <\/p>\n
35<\/p>\n
memorandum or other offering document. The foregoing indemnity is in addition
\nto any liability which such Selling Holder or underwriter, as the case may
\nbe, may otherwise have to Coach, or controlling persons and the officers,
\ndirectors, affiliates, employees, and agents of each of the foregoing;
\nPROVIDED, that, in the case of an offering made pursuant to this Agreement
\nwith respect to which Coach has designated the lead or managing underwriters
\n(or Coach is offering securities directly, without an underwriter), this
\nindemnity does not apply to any loss, liability, cost, claim, or damage
\narising out of or based upon any untrue statement or alleged untrue statement
\nor omission or alleged omission in any preliminary prospectus or offering
\nmemorandum if a copy of a final prospectus or offering memorandum was not
\nsent or given by or on behalf of any underwriter (or Coach, as the case may
\nbe) to such Person asserting such loss, liability, cost, claim or damage at
\nor prior to the written confirmation of the sale of the Registrable
\nSecurities as required by the Securities Act and such untrue statement or
\nomission had been corrected in such final prospectus or offering memorandum.<\/p>\n
(c) Each party indemnified under paragraph (a) or (b)
\nabove shall, promptly after receipt of notice of a claim or action against
\nsuch indemnified part in respect of which indemnity may be sought hereunder,
\nnotify the indemnifying party in writing of the claim or action; PROVIDED,
\nthat the failure to notify the indemnifying party shall not relieve it from
\nany liability that it may have to an indemnified party on account of the
\nindemnity agreement contained in para graph (a) or (b) above except to the
\nextent that the indemnifying party was actually prejudiced by such failure,
\nand in no event shall such failure relieve the indemnifying party from any
\nother liability that it may have to such indemnified party. If any such claim
\nor action shall be brought against an indemnified party, and it shall have
\nnotified the indemnifying party thereof, unless in such indemnified party’s
\nreason able judgment a conflict of interest between such indemnified party
\nand indemnifying parties may exist in respect of such claim, the indemnifying
\nparty shall be entitled to participate therein, and, to the extent that it
\nwishes, jointly with any other similarly notified indemnifying party, to
\nassume the defense thereof with counsel satisfactory to the indemnified
\nparty. After notice from the indemnifying party to the indemnified party of
\nits election to assume the defense of such claim or action, the indemnifying
\nparty shall not be liable to the indemnified party under this Section 5.8 for
\nany legal or other expenses subsequently incurred by the indemnified party in
\nconnection with the defense thereof other than reasonable costs of
\ninvestigation. Any indemnifying party against whom indemnity may be sought
\nunder this Section 5.8 shall not be liable to indemnify an indemnified party
\nif such indemnified party settles such claim or action without the consent of
\nthe indemnifying party. The indemnifying party <\/p>\n
36<\/p>\n
may not agree to any settlement of any such claim or action, other than
\nsolely for monetary damages for which the indemnifying party shall be
\nresponsible hereunder, the result of which any remedy or relief shall be
\napplied to or against the indemnified party, without the prior written
\nconsent of the indemnified party, which consent shall not be unreasonably
\nwithheld. In any action hereunder as to which the indemnifying party has
\nassumed the defense thereof with counsel satisfactory to the indemnified
\nparty, the indemnified party shall continue to be entitled to participate in
\nthe defense thereof, with counsel of its own choice, but the indemnifying
\nparty shall not be obligated hereunder to reimburse the indemnified party for
\nthe costs thereof.<\/p>\n
(d) If the indemnification provided for in this Section
\n5.8 shall for any reason be unavailable (other than in accordance with its
\nterms) to an indemnified party in respect of any loss, liability, cost, claim
\nor damage referred to therein, then each indemnifying party shall, in lieu of
\nindemnifying such indemnified party, contribute to the amount paid or payable
\nby such indemnified party as a result of such loss, liability, cost, claim or
\ndamage (i) as between Coach and the Selling Holders on the one hand and the
\nunderwriters on the other, in such proportion as shall be appropriate to
\nreflect the relative benefits received by Coach and the Selling Holders on
\nthe one hand and the underwriters on the other hand or, if such allocation is
\nnot permitted by applicable law, in such proportion as is appropriate to
\nreflect not only the relative benefits but also the relative fault of Coach
\nand the Selling Holders on the one hand and the underwriters on the other
\nwith respect to the statements or omissions which resulted in such loss,
\nliability, cost, claim or damage as well as any other relevant equitable
\nconsiderations and (ii) as between Coach on the one hand and each Selling
\nHolder on the other, in such proportion as is appropriate to reflect the
\nrelative fault of Coach and of each Selling Holder in connection with such
\nstatements or omissions as well as any other relevant equitable
\nconsiderations. The relative benefits received by Coach and the Selling
\nHolders on the one hand and the underwriters on the other shall be deemed to
\nbe in the same proportion as the total proceeds from the offering (net of
\nunderwriting discounts and commissions but before deducting expenses)
\nreceived by Coach and the Selling Holders bear to the total underwriting
\ndiscounts and commissions received by the underwriters, in each case as set
\nforth in the table on the cover page of the prospectus. The relative fault of
\nCoach and the Selling Holders on the one hand and of the underwriters on the
\nother shall be determined by reference to, among other things, whether the
\nuntrue or alleged untrue statement of a material fact or the omission to
\nstate a material fact relates to information supplied by Coach and the
\nSelling Holders or by the under writers. The relative fault of Coach on the
\none hand and of each Selling Holder on the other shall be determined by
\nreference to, among other things, whether the untrue <\/p>\n
37<\/p>\n
or alleged untrue statement of a material fact or the omission or alleged
\nomission to state a material fact relates to information supplied by such
\nparty, and the parties’ relative intent, knowledge, access to information and
\nopportunity to correct or prevent such statement or omission, but not by
\nreference to any indemnified party’s stock ownership in Coach. The amount
\npaid or payable by an indemnified party as a result of the loss, cost, claim,
\ndamage or liability, or action in respect thereof, referred to above in this
\nparagraph (d) shall be deemed to include, for purposes of this paragraph (d),
\nany legal or other expenses reasonably incurred by such indemnified party in
\nconnection with investigating or defending any such action or claim. Coach
\nand the Selling Holders agree that it would not be just and equitable if
\ncontribution pursuant to this Section 5.8 were determined by pro rata
\nallocation (even if the underwriters were treated as one entity for such
\npurpose) or by any other method of allocation which does not take account of
\nthe equitable considerations referred to in this paragraph. Notwithstanding
\nany other provision of this Section 5.8, no Selling Holder shall be required
\nto contribute any amount in excess of the amount by which the total price at
\nwhich the Registrable Securities of such Selling Holder were offered to the
\npublic exceeds the amount of any damages which such Selling Holder has
\notherwise been required to pay by reason of such untrue or alleged untrue
\nstatement or omission or alleged omission. No person guilty of fraudulent
\nmisrepresentation (within the meaning of Section 11(f) of the Securities Act)
\nshall be entitled to contribution from any person who was not guilty of such
\nfraudulent misrepresentation.<\/p>\n
(e) Indemnification and contribution similar to that
\nspecified in the preceding paragraphs of this Section 5.8 (with appropriate
\nmodifications) shall be given by Coach, the Selling Holders and underwriters
\nwith respect to any required registration or other qualification of
\nsecurities under any state law or regulation or governmental authority.<\/p>\n
(f) The obligations of the parties under this Section
\n5.8 shall be in addition to any liability which any party may otherwise have
\nto any other party.<\/p>\n
Section 5.9 RULE 144 AND FORM S-3. Commencing 90 days after
\nthe IPO Closing Date, Coach shall use all commercially reasonable efforts to
\nensure that the conditions to the availability of Rule 144 set forth in
\nparagraph (c) thereof shall be satisfied. Upon the request of any Holder of
\nRegistrable Securities, Coach will deliver to such Holder a written statement
\nas to whether it has complied with such requirements. Coach further agrees to
\nuse its reasonable efforts to cause all <\/p>\n
38<\/p>\n
conditions to the availability of Form S-3 (or any successor form) under the
\nSecurities Act of the filing of registration statements under this Agreement
\nto be met as soon as practicable after the IPO Closing Date. Notwithstanding
\nanything contained in this Section 5.9, Coach may deregister under Section 12
\nof the Securities Ex change Act of 1934, as amended, if it then is permitted
\nto do so pursuant to said Act and the rules and regulations thereunder.<\/p>\n
Section 5.10 HOLDBACK AGREEMENT. (a) If so requested by the
\nUnderwriters’ Representative in connection with an offering of securities
\ncovered by a registration statement filed by Coach, whether or not
\nRegistrable Securities of the Holders are included therein, each Holder shall
\nagree not to effect any sale or distribution of the Shares, including any
\nsale under Rule 144, without the prior written consent of the Underwriters’
\nRepresentative (otherwise than through the registered public offering then
\nbeing made), within 7 days prior to or 90 days (or such lesser period as the
\nUnderwriters’ Representative may permit) after the effective date of the
\nregistration statement (or the commencement of the offering to the public of
\nsuch Registrable Securities in the case of Rule 415 Offerings). The Holders
\nshall not be subject to the restrictions set forth in this Section 5.10 for
\nlonger than 97 days during any 12-month period and a Holder shall no longer
\nbe subject to such restrictions at such time as such Holder shall own less
\nthan 10% of the then-outstanding shares of Common Stock on a fully-diluted
\nbasis.<\/p>\n
(a) If so requested by the Underwriters’ Representative
\nin connection with an offering of any Registrable Securities, Coach shall
\nagree not to effect any sale or distribution of Common Stock, without the
\nprior written consent of the Underwriters’ Representative (otherwise than
\nthrough the registered public offering then being made or in connection with
\nany acquisition or business combination transaction and other than in
\nconnection with stock options and employee benefit plans and compensation),
\nwithin 7 days prior to or 90 days (or such lesser period as the Underwriters’
\nRepresentative may permit) after the effective date of the registration
\nstatement (or the commencement of the offering to the public of such
\nRegistrable Securities in the case of Rule 415 Offerings) and shall use its
\nbest efforts to obtain and enforce similar agreements from any other Persons
\nif requested by the Underwriters’ Representative; PROVIDED that Coach or such
\nPersons shall not be subject to the restrictions set forth in this Section
\n5.10 for longer than 97 days during any 12-month period.<\/p>\n
39<\/p>\n
(b) Notwithstanding anything else in this Section 5.10
\nto the contrary, no Holder shall be precluded from distributing to any or all
\nof its stockholders any or all of the Registrable Securities.<\/p>\n
Section 5.11 TERM. This Article V shall remain in effect until
\nall Registrable Securities held by Holders have been transferred by them to
\nother Persons.<\/p>\n
ARTICLE VI<\/p>\n
MISCELLANEOUS<\/p>\n
Section 6.1 LIMITATION OF LIABILITY. IN NO EVENT SHALL ANY
\nMEMBER OF THE SARA LEE GROUP OR COACH GROUP BE LIABLE TO ANY OTHER MEMBER OF
\nTHE SARA LEE GROUP OR COACH GROUP FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT,
\nINCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY
\nTHEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS
\nAGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
\nSUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT
\nLIMIT EACH PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES AS SET FORTH
\nIN THE INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT.<\/p>\n
Section 6.2 ENTIRE AGREEMENT. This Agreement, the Ancillary
\nAgreements and the Exhibits and Schedules referenced or attached hereto and
\nthereto, constitute the entire agreement between the parties with respect to
\nthe subject matter hereof and thereof and shall supersede all prior written
\nand oral and all contemporaneous oral agreements and understandings with
\nrespect to the subject matter hereof and thereof.<\/p>\n
Section 6.3 GOVERNING LAW AND JURISDICTION. This Agreement
\nshall be construed in accordance with and all Disputes hereunder shall be
\ngoverned by the laws of the State of Illinois, excluding its conflict of law
\nrules. The parties agree that the Circuit Court of Cook County, Illinois
\nand\/or the United States District Court for the Northern District of Illinois
\nshall have exclusive jurisdiction over all actions between the parties for
\npreliminary relief in aid of arbitration pursuant to <\/p>\n
40<\/p>\n
Section 4.11 herein, and non exclusive jurisdiction over any action for
\nenforcement of an arbitral award.<\/p>\n
Section 6.4 TERMINATION. This Agreement and all Ancillary
\nAgreements may be terminated at any time prior to the IPO Closing Date by and
\nin the sole discretion of Sara Lee without the approval of Coach and, if so
\nterminated, all transactions taken in connection therewith shall be void.
\nThis Agreement may be terminated at any time after the IPO Closing Date and
\nbefore the Distribution Date by mutual consent of Sara Lee and Coach. In the
\nevent of termination pursuant to this Section 6.4, no party shall have any
\nliability of any kind to the other party.<\/p>\n
Section 6.5 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:<\/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 Fax: (312) 345-5706<\/p>\n
if to Coach:<\/p>\n
Coach, Inc.
\n 516 W. 34th Street
\n New York, NY 10001
\n Attention: General Counsel
\n Fax: (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 <\/p>\n
41<\/p>\n
or similar electronic transmission method; one working day after it is sent,
\nif sent by recognized overnight courier; and three days after it is
\npostmarked, if mailed first class mail or certified mail, return receipt
\nrequested, with postage prepaid.<\/p>\n
Section 6.6 COUNTERPARTS. This Agreement, including the
\nAncillary Agreement and the Exhibits and Schedules hereto and thereto and the
\nother documents referred to herein or therein, may be executed in
\ncounterparts, each of which shall be deemed to be an original but all of
\nwhich shall constitute one and the same agreement.<\/p>\n
Section 6.7 BINDING EFFECT; ASSIGNMENT. This Agreement shall
\ninure to the benefit of and be binding upon the parties hereto and their
\nrespective 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. This Agreement may be enforced separately by each member of the
\nSara Lee Group and each member of the Coach Group. Neither party may assign
\nthis Agreement or any rights or obligations hereunder, without the prior
\nwritten consent of the other party, and any such assignment shall be void;
\nPROVIDED, HOWEVER, either party may assign this Agreement to a successor
\nentity in conjunction with such party’s reincorporation in another
\njurisdiction or into another business form.<\/p>\n
Section 6.8 SEVERABILITY. If any term or other provision of
\nthis Agreement or the Exhibits or Schedules attached hereto is determined by
\na court, administrative agency or arbitrator to be invalid, illegal or
\nincapable of being enforced by any rule of law or public policy, all other
\nconditions and provisions of this Agreement shall nevertheless remain in full
\nforce and effect so long as the economic or legal substance of the
\ntransactions contemplated hereby is not affected in any manner materially
\nadverse to either party. Upon such determination that any term or other
\nprovision is invalid, illegal or incapable of being enforced, the parties
\nhereto shall negotiate in good faith to modify this Agreement so as to effect
\nthe original intent of the parties as closely as possible in an acceptable
\nmanner to the end that transactions contemplated hereby are fulfilled to the
\nfullest extent possible.<\/p>\n
Section 6.9 FAILURE OR INDULGENCE NOT WAIVER; REMEDIES
\nCUMULATIVE. No failure or delay on the part of either party hereto in the
\nexercise of any right hereunder shall impair such right or be construed to be
\na waiver of, or acquiescence in, any breach of any representation, warranty
\nor agreement herein, nor shall any single or partial exercise of any such
\nright preclude other or further exercise thereof <\/p>\n
42<\/p>\n
or of any other right. All rights and remedies existing under this Agreement
\nor the Exhibits or Schedules attached hereto are cumulative to, and not
\nexclusive of, any rights or remedies otherwise available.<\/p>\n
Section 6.10 AMENDMENT. No change or amendment will be made to
\nthis Agreement or the Exhibits or Schedules attached hereto except by an
\ninstrument in writing signed on behalf of each of the parties to such
\nagreement.<\/p>\n
Section 6.11 AUTHORITY. Each of the parties hereto represents
\nto the other that (a) it has the corporate or other requisite power and
\nauthority to execute, deliver and perform this Agreement, (b) the execution,
\ndelivery and performance of this Agreement by it have been duly authorized by
\nall necessary corporate or other actions, (c) it has duly and validly
\nexecuted and delivered this Agreement, and (d) this Agreement is a legal,
\nvalid and binding obligation, enforceable against it in accordance with its
\nterms subject to applicable bankruptcy, insolvency, reorganization,
\nmoratorium or other similar laws affecting creditors’ rights generally and
\ngeneral equity principles.<\/p>\n
Section 6.12 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 Exhibit or Schedule 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 6.13 CONFLICTING AGREEMENTS. In the event of conflict
\nbetween this Agreement and any Ancillary Agreement or other agreement
\nexecuted in connection herewith, the provisions of such other agreement shall
\nprevail.<\/p>\n
ARTICLE VII<\/p>\n
DEFINITIONS<\/p>\n
Section 7.1 AAA. “AAA” has the meaning set forth in Section
\n4.11(a) of this Agreement.<\/p>\n
43<\/p>\n
Section 7.2 AFFILIATED COMPANY. “Affiliated Company” of any
\nPerson means any entity that controls, is controlled by, or is under common
\ncontrol with such Person. As used herein, “control” means the possession,
\ndirectly or indirectly, of the power to direct or cause the direction of the
\nmanagement and policies of such entity, whether through ownership of voting
\nsecurities or other interests, by contract or otherwise.<\/p>\n
Section 7.3 ANCILLARY AGREEMENTS. “Ancillary Agreements” shall
\nhave the meaning set forth in Section 2.1 of this Agreement.<\/p>\n
Section 7.4 ASSETS. “Assets” has the meaning set forth in
\nSection 4.5 of the Assignment Agreement.<\/p>\n
Section 7.5 ASSIGNMENT AGREEMENT. “Assignment Agreement shall
\nhave the meaning set forth in Section 2.1(a) of this Agreement.<\/p>\n
Section 7.6 BLACKOUT PERIOD. “Blackout Period” shall have the
\nmeaning set forth in Section 5.4 of this Agreement.<\/p>\n
Section 7.7 COACH AFFILIATE. “Coach Affiliate” means any
\ncorporation or other entity directly or indirectly Controlled by Coach.<\/p>\n
Section 7.8 COACH ASSETS. “Coach Assets” has the meaning set
\nforth in Section 1.2 of the Assignment Agreement.<\/p>\n
Section 7.9 COACH’S AUDITORS. “Coach’s Auditors” shall have
\nthe meaning set forth in Section 4.4(a) of this Agreement.<\/p>\n
Section 7.10 COACH BUSINESS. “Coach Business” shall have the
\nmeaning set forth in the preamble of this Agreement.<\/p>\n
Section 7.11 COACH CAPITAL STOCK. “Coach Capital Stock” means
\nall classes or series of capital stock of Coach.<\/p>\n
Section 7.12 COACH GROUP. “Coach Group” means the affiliated
\ngroup (within the meaning of Section 1504(a) of the Code), or similar group
\nof entities as defined under corresponding provisions of the laws of other
\njurisdictions, of which Coach will be the common parent corporation
\nimmediately after the <\/p>\n
44<\/p>\n
Distribution, and any corporation or other entity which may become a member
\nof such group from time to time.<\/p>\n
Section 7.13 COACH TRANSFER AGENT. “Coach Transfer Agent”
\nmeans ChaseMellon Shareholder Services.<\/p>\n
Section 7.14 CODE. “Code” means the Internal Revenue Code of
\n1986 (or any successor statute), as amended from time to time, and the
\nregulations promulgated thereunder.<\/p>\n
Section 7.15 COMMISSION. “Commission” shall have the meaning
\nset forth in Section 3.1(a) of this Agreement.<\/p>\n
Section 7.16 COMMON STOCK. “Common Stock” means shares of
\ncommon stock, par value $.01 per share, of Coach.<\/p>\n
Section 7.17 COMPANY NOTICE. “Company Notice shall have the
\nmeaning set forth in Section 5.2(a) of this Agreement.<\/p>\n
Section 7.18 COMPANY SECURITIES. “Company Securities” shall
\nhave the meaning set forth in Section 5.2(b) of this Agreement.<\/p>\n
Section 7.19 CONFIDENTIAL BUSINESS INFORMATION. “Confidential
\nBusiness Information” shall have the meaning set forth in Section 4.5(a)(3)
\nof this Agreement.<\/p>\n
Section 7.20 CONFIDENTIAL INFORMATION. “Confidential
\nInformation” shall have the meaning set forth in Section 4.5(a)(1) of this
\nAgreement.<\/p>\n
Section 7.21 CONFIDENTIAL OPERATIONAL INFORMATION.
\n“Confidential Operational Information” shall have the meaning set forth in
\nSection 4.5(a)(2) of this Agreement.<\/p>\n
Section 7.22 CONTINUOUSLY EFFECTIVE. “Continuously Effective”
\nwith respect to a specified registration statement, means that such
\nregistration statement shall not cease to be effective and available for
\ntransfers of Registrable Securities in accordance with the method of
\ndistribution set forth therein for longer than five (5) business days during
\nthe period specified in the relevant provision of this Agreement.<\/p>\n
45<\/p>\n
Section 7.23 DEMAND REGISTRATION. “Demand Registration” shall
\nhave the meaning set forth in Section 5.1 of this Agreement.<\/p>\n
Section 7.24 DEMAND REGISTRATION STATEMENT. “Demand
\nRegistration Statement” shall have the meaning set forth in Section 5.1 of
\nthis Agreement.<\/p>\n
Section 7.25 DISPUTE. “Dispute” has the meaning set forth in
\nSection 4.11(a) of this Agreement.<\/p>\n
Section 7.26 DISPUTE RESOLUTION COMMENCEMENT DATE. “Dispute
\nResolution Commencement Date” has the meaning set forth in Section 4.11(a) of
\nthis Agreement.<\/p>\n
Section 7.27 DISTRIBUTION. A “Distribution” means the
\ndivestiture by Sara Lee of all or a significant portion of the shares of
\ncapital stock of Coach owned by Sara Lee, which divestiture may be effected
\nby Sara Lee as a dividend, an exchange with existing Sara Lee stockholders
\nfor shares of Sara Lee capital stock, a spin-off or otherwise, as a result of
\nwhich Sara Lee is no longer required to consolidate Coach’s results of
\noperations and financial position (determined in accordance with generally
\naccepted accounting principles consistently applied).<\/p>\n
Section 7.28 DISTRIBUTION DATE. “Distribution Date” means the
\ndate on which a Distribution is consummated.<\/p>\n
Section 7.29 EXCHANGE ACT. “Exchange Act” shall have the
\nmeaning set forth in Section 3.1(a) of this Agreement.<\/p>\n
Section 7.30 GOVERNMENTAL APPROVALS. “Governmental Approvals”
\nmeans any notices, reports or other filings to be made, or any consents,
\nregistrations, approvals, permits or authorizations to be obtained from, any
\nGovernmental Authority.<\/p>\n
Section 7.31 GOVERNMENTAL AUTHORITY. “Governmental Authority”
\nshall mean any federal, state, local, foreign or international court,
\ngovernment, department, commission, board, bureau, agency, official or other
\nregulatory, administrative or governmental authority.<\/p>\n
Section 7.32 HOLDERS. “Holders” shall mean, collectively, Sara
\nLee and its Affiliated Companies (other than Coach and after the Separation
\nDate, the <\/p>\n
46<\/p>\n
subsidiaries of Coach) who from time to time own Registrable Securities, each
\nof such entities separately is sometimes referred to herein as a “Holder.”<\/p>\n
Section 7.33 INFORMATION. “Information” means information,
\nwhether or not patentable or copyrightable, in written, oral, electronic or
\nother tangible or intangible forms, stored in any medium, including studies,
\nreports, records, books, contracts, instruments, surveys, discoveries, ideas,
\nconcepts, know-how, techniques, designs, specifications, drawings,
\nblueprints, diagrams, models, prototypes, samples, flow charts, data,
\ncomputer data, disks, diskettes, tapes, computer programs or other software,
\nmarketing plans, customer names, communications by or to attorneys (including
\nattorney-client privileged communications), memos and other materials
\nprepared by attorneys or under their direction (including attorney work
\nproduct), and other technical, financial, employee or business information or
\ndata.<\/p>\n
Section 7.34 IPO. “IPO” shall have the meaning set forth in
\nthe preamble of this Agreement.<\/p>\n
Section 7.35 IPO CLOSING DATE. “IPO Closing Date” has the
\nmeaning set forth in the Section 3.3 of this Agreement.<\/p>\n
Section 7.36 IPO REGISTRATION STATEMENT. “IPO Registration
\nStatement shall have the meaning set forth in the preamble of this Agreement.<\/p>\n
Section 7.37 MAXIMUM NUMBER. “Maximum Number” when used in
\nconnection with an Underwritten Offering, shall mean the maximum number of
\nshares of Common Stock (or amount of other Registrable Securities) that the
\nUnderwriters’ Representative has informed Coach may be included as part of
\nsuch offering without materially and adversely affecting the success or
\npricing of such offering.<\/p>\n
Section 7.38 NYSE. “NYSE” shall have the meaning set forth in
\nSection 3.1(c) of this Agreement.<\/p>\n
Section 7.39 OTHER HOLDERS. “Other Holders” shall have the
\nmeaning set forth in Section 5.2(c) of this Agreement.<\/p>\n
Section 7.40 OTHER SECURITIES. “Other Securities” shall have
\nthe meaning set forth in Section 5.2(a) of this Agreement.<\/p>\n
47<\/p>\n
Section 7.41 PERSON. “Person” means an individual, a
\npartnership, a corporation, a limited liability company, an association, a
\njoint stock company, a trust, a joint venture, an unincorporated organization
\nor a governmental entity or any department, agency or political subdivision
\nthereof.<\/p>\n
Section 7.42 PRE-DISTRIBUTION PERIOD. “Pre-Distribution
\nPeriod” shall have the meaning set forth in Section 4.17 of this Agreement.<\/p>\n
Section 7.43 PRIVILEGED INFORMATION. “Privileged Information”
\nshall have the meaning set forth in Section 4.6(a) of this Agreement.<\/p>\n
Section 7.44 PRIVILEGES. “Privileges” shall have the meaning
\nset forth in Section 4.6(a) of this Agreement.<\/p>\n
Section 7.45 PRODUCTS. “Products” shall have the meaning set
\nforth in Section 4.9 of this Agreement.<\/p>\n
Section 7.46 REGISTRABLE SECURITIES. “Registrable Securities”
\nmeans (i) the shares of Common Stock held by Sara Lee immediately following
\nthe IPO Closing Date (the “Shares”), (ii) and any stock or other securities
\nreceived by Sara Lee into which or for which the Shares may hereafter be
\nchanged, converted or exchanged and (iii) any other securities issued or
\ndistributed to Sara Lee in respect of the Shares by way of stock dividend or
\nstock split or in connection with a combination of shares, recapitalization,
\nreorganization, merger, consolidation or otherwise, (iv) any other securities
\nreceived by Sara Lee into which or for which shares of Common Stock are
\nconverted or exchanged or are convertible or exchangeable, (v) any other
\nshares of Common Stock acquired by Sara Lee prior to the Distribution Date,
\nand (vi) any other successor securities received by Sara Lee in respect of
\nany of the forgoing (i) through (v); PROVIDED that in the event that any
\nRegistrable Securities (as defined without giving effect to this proviso) are
\nbeing registered pursuant hereto, the Holder may include in such registration
\n(subject to the limitations of this Agreement otherwise applicable to the
\ninclusion of Registrable Securities) any shares of Common Stock or securities
\nacquired in respect thereof thereafter acquired by such Holder, which shall
\nalso be deemed to be “Shares” and accordingly Registrable Securities, for
\npurposes of such registration. As to any particular Registrable Securities,
\nsuch Registrable Securities shall cease to be Registrable Securities when (w)
\na registration statement with respect to the sale by Sara Lee shall have been
\ndeclared effective under the Securities Act and such Shares shall have been
\ndisposed <\/p>\n
48<\/p>\n
of in accordance with such registration statement, (x) they shall have been
\ndistributed to the public in accordance with Rule 144, (y) they shall have
\nbeen otherwise transferred by Sara Lee to an entity or Person that is not an
\nAffiliated Company of Sara Lee, new certificates for them not bearing a
\nlegend restricting further transfer shall have been delivered by Coach and
\nsubsequent disposition of them shall not require registration or
\nqualification of them under the Securities Act or any state securities or
\nblue sky law then in effect or (z) they shall have ceased to be outstanding.<\/p>\n
Section 7.47 REGISTRATION EXPENSES. “Registration Expenses”
\nmeans any and all out-of-pocket expenses incident to performance of or
\ncompliance with Article V of this Agreement, including, without limitation,
\n(i) all Commission and securities exchange registration and filing fees, (ii)
\nall fees and expenses of complying with securities or blue sky laws
\n(including fees and disbursements of counsel for any underwriters in
\nconnection with blue sky qualifications of the Registrable Securities) or
\nrelating to the National Association of Securities Dealers, Inc., (iii) all
\nprinting, messenger and delivery expenses, (iv) all fees and expenses
\nincurred in exchange, (v) the fees and disbursements of counsel for Coach and
\nof its independent public accountants, (vi) all expenses in connection with
\nthe preparation, printing and filing of the registration statement, any
\npreliminary prospectus or final prospectus and amendments and supplements
\nthereto and the mailing and delivering of copies thereof to any Holders,
\nunderwriters and dealers and all expenses incidental to delivery of the
\nRegistrable Securities, (vii) subject to the limitations set forth in 5.3,
\nthe reasonable fees and disbursements of one firm of counsel, other than
\nCoach’s counsel, selected by the Holders of Registrable Securities being
\nregistered, (viii) any fees and disbursements of underwriters customarily
\npaid by the issuers or sellers of securities, and the reasonable fees and
\nexpenses of any special experts retained in connection with the requested
\nregistration, but excluding underwriting discounts and commissions and
\ntransfer taxes, if any, and (ix) the expenses incurred in connection with
\nmaking “road show” presentations and holding meetings with potential
\ninvestors to facilitate the distribution and sale of Registrable Securities.<\/p>\n
Section 7.48 REQUEST. “Request” shall have the meaning set
\nforth in Section 5.1(a) of this Agreement.<\/p>\n
Section 7.49 RULE 144. “Rule 144” means Rule 144 (or any
\nsuccessor rule to similar effect) promulgated under the Securities Act.<\/p>\n
49<\/p>\n
Section 7.50 RULE 415 OFFERING. “Rule 415 Offering” means an
\noffering on a delayed or continuous basis pursuant to Rule 415 (or any
\nsuccessor rule to similar effect) promulgated under the Securities Act.<\/p>\n
Section 7.51 SARA LEE AFFILIATE. “Sara Lee Affiliate” means
\nany corporation or other entity directly or indirectly Controlled by Sara
\nLee, but excluding Coach and any Coach Affiliate.<\/p>\n
Section 7.52 SARA LEE GROUP. “Sara Lee Group” means the
\naffiliated group (within the meaning of Section 1504(a) of the Code), or
\nsimilar group of entities as defined under corresponding provisions of the
\nlaws 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 7.53 SARA LEE SECURITIES. “Sara Lee Securities” shall
\nhave the meaning set forth in Section 5.2(b) of this Agreement.<\/p>\n
Section 7.54 SARA LEE’S AUDITORS. “Sara Lee’s Auditors” shall
\nhave the meaning set forth in Section 4.4(b) of this Agreement.<\/p>\n
Section 7.55 SASM&F. “SASM&F” shall have the meaning set forth
\nin Section 1.2 of this Agreement.<\/p>\n
Section 7.56 SECURITIES ACT. “Securities Act” means the
\nSecurities Act of 1933, as amended.<\/p>\n
Section 7.57 SELLING HOLDER. “Selling Holder” shall have the
\nmeaning set forth in Section 5.6(e) of this Agreement.<\/p>\n
Section 7.58 SEPARATION. “Separation” shall have the meaning
\nset forth in the preamble of this Agreement.<\/p>\n
Section 7.59 SEPARATION DATE. “Separation Date” shall have the
\nmeaning set forth in Section 1.1 of this Agreement.<\/p>\n
Section 7.60 SUBSIDIARY. “Subsidiary” of any Person means a
\ncorporation or other organization whether incorporated or unincorporated of
\nwhich at least a majority of the securities or interests having by the terms
\nthereof ordinary <\/p>\n
50<\/p>\n
voting power to elect at least a majority of the board of directors or others
\nperforming similar functions with respect to such corporation or other
\norganization is directly or indirectly owned or controlled by such Person or
\nby any one or more of its Subsidiaries, or by such Person and one or more of
\nits Subsidiaries; PROVIDED, HOWEVER, that no Person that is not directly or
\nindirectly wholly-owned by any other Person shall be a Subsidiary of such
\nother Person unless such other Person controls, or has the right, power or
\nability to control, that Person.<\/p>\n
Section 7.61 TAX CONTROL. “Tax Control” means ownership of an
\namount of equity of a corporation that represents both (i) “control” of that
\ncorporation within the meaning of Section 368(c) of the Code and (ii) the
\n“80-percent voting and value test” set forth in Section 1504(a)(2) of the
\nCode.<\/p>\n
Section 7.62 TAX-FREE STATUS OF THE DISTRIBUTION. “Tax-Free
\nStatus of the Distribution” means the nonrecognition of taxable gain or loss
\nfor U.S. federal income tax purposes to Sara Lee, members of the affiliated
\ngroup (within the meaning of Section 1504(a) of the Code) of which Sara Lee
\nis the common parent corporation and Sara Lee’s stockholders in connection
\nwith a Distribution.<\/p>\n
Section 7.63 UNDERWRITTEN OFFERING. “Underwritten Offering”
\nshall mean a registration in which securities of Coach are sold to one or
\nmore underwriters for reoffering to the public.<\/p>\n
Section 7.64 UNDERWRITERS. “Underwriters” shall have the
\nmeaning set forth in Section 3.1(a) of this Agreement.<\/p>\n
Section 7.65 UNDERWRITERS’ REPRESENTATIVE. “Underwriters’
\nRepresentative” when used in connection with an Underwritten Offering, shall
\nmean the managing underwriter of such offering, or, in the case of a
\nco-managed underwriting, the managing underwriters designated as the
\nUnderwriters’ Representative by the co-managers.<\/p>\n
Section 7.66 UNDERWRITING AGREEMENT. “Underwriting Agreement”
\nshall have the meaning set forth in Section 3.1(a) of this Agreement.<\/p>\n
51<\/p>\n
WHEREFORE, the parties have signed this Master Separation
\nAgreement 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
_________________________________<\/p>\n
Name:
\n Title:<\/p>\n
EXHIBITS<\/p>\n
Exhibit A Certificate of Secretary of Sara Lee<\/p>\n
Exhibit B Certificate of Secretary of Coach<\/p>\n
Exhibit C General Assignment and Assumption Agreement<\/p>\n
Exhibit D Employee Matters Agreement<\/p>\n
Exhibit E Tax Sharing Agreement<\/p>\n
Exhibit F Master Transitional Services Agreement<\/p>\n
Exhibit G Real Estate Matters Agreement<\/p>\n
Exhibit H Indemnification and Insurance Matters Agreement<\/p>\n
Exhibit I Lease Indemnification and Reimbursement Agreement<\/p>\n
EXHIBIT A<\/p>\n
CERTIFICATE OF ASSISTANT SECRETARY OF
\n SARA LEE CORPORATION<\/p>\n
I, ____________________, Assistant Secretary of Sara Lee Corporation,
\na corporation organized and existing under the laws of the State of Maryland
\n(the “Company”), DO HEREBY CERTIFY that attached hereto are true and correct
\ncopies of certain resolutions adopted in a telephone meeting of the Company
\nBoard of Directors on _________, 2000, which resolutions have not been
\namended, modified, rescinded and remain in full force and effect on the date
\nhereof.<\/p>\n
IN WITNESS WHEREOF, I have hereunder set my hand and affixed the seal
\nof Sara Lee Corporation this __________________ day of ___________, 2000.<\/p>\n
_________________________________
\n Name: R. Henry Kleeman
\n Title: Assistant Secretary<\/p>\n
EXHIBIT B<\/p>\n
CERTIFICATE OF SECRETARY OF COACH, INC.<\/p>\n
I, ____________________, Secretary of Coach, Inc., a corporation
\norganized and existing under the laws of the State of Maryland (the
\n“Company”), DO HEREBY CERTIFY that attached hereto are true and correct
\ncopies of certain resolutions adopted in a meeting of the Company Board of
\nDirectors on __________, 2000, which resolutions have not been amended,
\nmodified, rescinded and remain in full force and effect on the date hereof.<\/p>\n
IN WITNESS WHEREOF, I have hereunder set my hand and affixed the seal
\nof Coach, Inc. this __________________ day of ___________, 2000.<\/p>\n
_________________________________
\n Name: Carole P. Sadler
\n Title: Secretary<\/p>\n
EXHIBIT C<\/p>\n
GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT<\/p>\n
EXHIBIT D<\/p>\n
EMPLOYEE MATTERS AGREEMENT<\/p>\n
EXHIBIT E<\/p>\n
TAX SHARING AGREEMENT<\/p>\n
EXHIBIT F<\/p>\n
MASTER TRANSITIONAL SERVICES AGREEMENT<\/p>\n
EXHIBIT G<\/p>\n
REAL ESTATE MATTERS AGREEMENT<\/p>\n
EXHIBIT H<\/p>\n
INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT<\/p>\n
EXHIBIT I<\/p>\n
LEASE INDEMNIFICATION AND REIMBURSEMENT AGREEMENT<\/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-43460","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\/43460","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=43460"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43460"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43460"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43460"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}