COACH INC
EX-10.11 EXECUTIVE DEFERRED COMPENSATION PLAN
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<FILENAME>y64070exv10w11.txt
<DESCRIPTION>EX-10.11 EXECUTIVE DEFERRED COMPENSATION PLAN
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                                                                   Exhibit 10.11

                                   COACH, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                    (Amended and Restated as of May 2, 2002)

                                    ARTICLE I
                                  INTRODUCTION

                  1.1 The Plan and Its Effective Date. The Coach, Inc. Executive
Deferred Compensation Plan was originally established as of June 1, 2000 (the
"Effective Date"). In furtherance of the purposes of said plan and in order to
amend said plan in certain respects, the plan has been amended and restated in
its entirety, effective as of May 2, 2002. Such amendment and restatement
constitutes a complete amendment, restatement and continuation of the Coach,
Inc. Executive Deferred Compensation Plan (as amended and restated, the "Plan").

                  1.2 Purpose. The Plan is established by Coach, Inc., a
Maryland corporation (the "Company"), to enable Eligible Employees (as defined
in Section 2.1) to defer future compensation from the Company or an Employer (as
defined in Section 6) and to permit such employees to elect to transfer all
amounts deferred and not yet paid under the Sara Lee Corporation Executive
Deferred Compensation Plan (the "Prior Plan") to the Plan. To the extent that an
Eligible Employee elects a transfer of all amounts deferred and not yet paid
under the Prior Plan to the Plan, the provisions of the Plan amend and supercede
the provisions of the Prior Plan; provided, that elections and beneficiary
designations made by such Eligible Employee under the Prior Plan shall remain in
effect under the Plan, except as specifically provided in subsection 2.2(i)
below. The Plan is intended to be a top-hat plan described in Section 201(2) of
the Employee Retirement Income Security Act of 1974 ("ERISA").

                  1.3 Administration. The Plan shall be administered by the
Company's Board of Directors (the "Board") or such committee or subcommittee of
the Board to whom the Board may delegate its authority to administer the Plan
(the Board, or such committee or subcommittee shall be referred to herein as the
"Administrator"). Unless otherwise determined by the Board, the Administrator
shall be the Compensation and Employee Benefits Committee of the Board. The
Administrator shall have the powers set forth in the Plan and the power to
interpret its provisions. Any decisions of the Administrator shall be final and
binding on all persons with regard to the Plan. The Administrator may delegate
its authority hereunder to any officer or officers of the Company as it may deem
appropriate.

                  1.4 Plan Year. The Plan shall be administered on the basis of
the calendar year (the "Plan Year"). The first Plan Year shall be a short Plan
Year beginning on the Effective Date and ending on the next following December
31st.



                                   ARTICLE II
                      PARTICIPATION AND DEFERRAL ELECTIONS

                  2.1 Eligibility and Participation. Subject to the conditions
and limitations of the Plan, all officers and other key employees of the Company
designated by the Administrator shall be eligible to participate in the Plan
("Eligible Employees"). Any Eligible Employee who makes a Deferral Election as
described in Section 2.2 below shall become a participant in the
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Plan ("Participant") and shall remain a Participant until the entire balance of
his Deferral Account (defined in Section 3.1 below) is distributed to him.

                  2.2 Rules for Deferral Elections. Any Eligible Employee may
make irrevocable elections to defer receipt of the amounts described in Section
2.3 below (each such election shall be referred to as a "Deferral Election" and
the amount deferred pursuant to such an election the "Deferral") for a Plan Year
in accordance with the rules set forth below.

                  (a) An Eligible Employee shall be eligible to make a Deferral
Election only if he is an active, regular, full-time employee of an Employer on
the date such election is made.

                  (b) For each Plan Year, an Eligible Employee may make no more
than one Deferral Election for the Eligible Employee's Annual Bonus and such
number of Deferral Elections with respect to the Eligible Employee's Annual Base
Salary as the Administrator may prescribe.

                  (c) Subject to the following, all Deferral Elections must be
made in such manner as the Administrator may prescribe and must be received by
the Administrator or its delegate no later than the date specified by the
Administrator:

                           (i) In no event will the date specified by the
Administrator with respect to an Eligible Employee's Annual Bonus be later than:
(A) for the first Plan Year, the thirtieth (30th) day following the Effective
Date, (B) for each Plan Year thereafter (other than the Plan Year in which an
individual first becomes an Eligible Employee), the end of the Plan Year
preceding the Plan Year in which the Annual Bonus is anticipated to be paid, or
(C) for the Plan Year in which an individual first becomes an Eligible Employee,
the thirtieth (30th) day following the date such individual first becomes an
Eligible Employee.

                           (ii) Any Deferral Election with respect to an
Eligible Employee's Annual Base Salary shall only apply to that portion of the
Eligible Employee's Annual Base Salary remaining to be earned for service during
the Plan Year after the date the Deferral Election is made.

                  (d) As part of each Deferral Election, the Eligible Employee
must specify the date on which the Deferral will be paid (the "Distribution
Date"). The Distribution Dates specified in an Eligible Employee's Deferral
Elections may, but need not necessarily, be the same for all Deferrals. Except
as provided in subsection (f) and Section 4.12 below, each Distribution Date is
irrevocable and shall apply only to that portion of the Participant's Deferral
Account which is attributable to the Deferral.

                  (e) The Distribution Date selected by an Eligible Employee
shall not be earlier than the January 1 immediately following the first
anniversary of the date on which the Deferral Election is made.

                  (f) A Participant may make an irrevocable election to extend a
Distribution Date (a "Re-Deferral Election"); provided, that no Re-Deferral
Election shall be effective unless (i) the Administrator receives the election
prior to the December 1 of the Plan Year preceding the Plan Year in which the
Distribution Date to be changed occurs, and (ii) the new Distribution Date is
not earlier than the January 1 immediately following the first anniversary of
the date the


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Re-Deferral Election is made. All Re-Deferral Elections must be made in such
manner and pursuant to such rules as the Administrator may prescribe.

                  (g) As part of each Deferral Election, an Eligible Employee
must elect the manner in which the Deferral will be paid beginning on the
selected Distribution Date. The Deferral may be paid in a single lump sum or in
substantially equal annual installments over a period not exceeding ten (10)
years as provided under Section 4.1. Except as provided in Section 4.1, an
Eligible Employee's election as to the manner of payment shall be irrevocable.
If the Participant elects an installment method of payment the Distribution Date
must be as of January 1.

                  (h) A Deferral Election shall be irrevocable; provided, that
if the Administrator determines that a Participant has an Unforeseeable
Financial Emergency (as defined in Section 4.7), then the Participant's Deferral
Elections then in effect shall be revoked with respect to all amounts not
previously deferred.

                  (i) Any Eligible Employee who was a participant in the Prior
Plan on the Effective Date may elect to transfer his or her Prior Plan Deferral
Account to the Plan at such time and in accordance with such rules as may be
established by the Administrator. Amounts transferred under this subsection
shall be subject to the Deferral Election and any beneficiary designation made
under the Prior Plan and shall be treated as a separate Deferral for all
purposes of this Plan.

                  2.3 Amounts Deferred. An Eligible Employee may make a Deferral
Election to defer receipt of the following amounts:

                  (a) All or any portion of the Eligible Employee's annual bonus
for a year due under an annual bonus plan or any other short-term incentive plan
of the Company or an Employer (an "Annual Bonus").

                  (b) All or any portion of the Eligible Employee's Annual Base
Salary. "Annual Base Salary" shall mean the regular rate of compensation to be
paid to the Eligible Employee for services rendered during the Plan Year
excluding severance or termination payments, commissions, foreign service
payments, payments for consulting services and such other unusual or
extraordinary payments as the Administrator may determine.

                  (c) Such other bonuses and incentive payments (including
without limitation the award or vesting of any Restricted Stock Units or similar
awards) under any plan or arrangement established by the Company or an Employer
as the Administrator may designate as compensation eligible for deferral under
this Plan in such increments and subject to such limitations and restrictions as
the Administrator may establish.

                                   ARTICLE III
                                DEFERRAL ACCOUNTS

                  3.1 Deferral Accounts. All amounts deferred pursuant to a
Participant's Deferral Elections under the Plan shall be allocated to a
bookkeeping account in the name of the Participant ("Deferral Account") and the
Administrator shall maintain a separate subaccount under a Participant's
Deferral Account for each Deferral. Deferrals shall be credited to the


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Deferral Account as of the Deferral Crediting Date coinciding with or next
following the date on which, in the absence of a Deferral Election, the
Participant would otherwise have received the Deferral. A "Deferral Crediting
Date" shall mean (1) in the case of deferrals of annual or other periodic bonus
payments, the business day on which such bonus payments are made, and (2) in the
case of deferrals of all other types of payments, the business day coinciding
with or next following the 15th day of each calendar month and the business day
coinciding with or next following the last day of each calendar month.

                  3.2 Investment of Deferral Account.

                  (a) Pre-Initial Public Offering. Prior to the date of the
Company's initial public offering (the "IPO Date"), interest will be credited to
the Participant's Deferral Account as of (i) each business day coinciding with
or next following the last day of each month and (ii) the business day
immediately preceding the IPO Date. The rate of interest to be credited shall be
equal to 7.5 percent, compounded annually.

                  (b) Post-Initial Public Offering. On and after the IPO Date,
the Participant must make an investment election at the time of each Deferral
Election. The investment election must be made in writing on such forms and
pursuant to such rules as the Administrator may prescribe, subject to paragraph
3.3, and shall designate the portion of the Deferral which is to be treated as
invested in each investment alternative. The two investment alternatives shall
be as follows:

                           (i) Stock Equivalent Account. Under the Stock
Equivalent Account, the Participant's Deferral Account shall be invested in
"Deferred Stock Units" under which each Deferred Stock Unit represents the right
to receive one share of Coach, Inc. common stock, par value $0.01 per share
("Common Stock"), on the Distribution Date (subject to Sections 4.1, 4.11 and
4.12 below). The number of Coach, Inc. Deferred Stock Units to be credited to
the Participant's Deferral Account and appropriate subaccounts on each Deferral
Crediting Date shall be determined by dividing the Deferral to be "invested" on
that date by the average of the high and low quotes of a share of Common Stock
on the applicable day on the New York Stock Exchange Composite Transaction Tape
("Market Value"). Fractional Deferred Stock Units will be computed to two
decimal places. On any Common Stock dividend record date, an amount equal to the
number of Deferred Stock Units held as of such dividend record date multiplied
by the dividend paid on Common Stock on the applicable dividend payment date
shall either (A) be credited to the Participant's Deferral Account and
appropriate subaccount as of the March 31st, June 30th, September 30th or
December 31st coincident with or next following the dividend payment date and
"invested" in additional Deferred Stock Units as though such dividend credits
were a Deferral or (B) at the election of the Participant at such time and in
accordance with such rules as established by the Administrator, be paid in cash
to the Participant as of the March 31st, June 30th, September 30th or December
31st coincident with or next following the dividend payment date. In the event
of any stock dividend, stock split, combination or exchange of securities,
merger, consolidation, recapitalization, spin-off or other distribution (other
than normal cash dividends) of any or all of the assets of the Company to
stockholders, or any other similar change or event effected without receipt of
consideration, such proportionate adjustments, if any, as the Administrator in
its discretion may deem appropriate to reflect such change or event shall be
made with respect to the number of Deferred Stock Units credited to a
Participant's Deferral Account. Subject to Sections 4.1 and 4.11, the number of
shares of Common Stock to be paid to a Participant on a Distribution Date shall
be equal to the number of


                                      -4-
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Deferred Stock Units accumulated in the Deferral Account on such date divided by
the total of the payments to be made. Deferred Stock Units shall not have voting
rights.

                           (ii) Interest Account. Under the Interest Account,
interest will be credited to the Participant's Deferral Account as of the
business day coinciding with or next following each June 30 and December 31 (a
"Valuation Date") and on the date the final payment of a Deferral is to be made
based on the balance in the Participant's Deferral Account "invested" in the
Interest Account on the Valuation Date or such final payment date. The rate of
interest to be credited for a Plan Year will be set at the beginning of each
Plan Year based upon the U.S. Prime Rate in effect as of such date as reported
in the Wall Street Journal or such other source as may be designated by the
Administrator. If installment payments are elected, the amount to be paid to the
Participant on a Distribution Date shall be determined as follows: the amount of
the principal payment of each installment shall be determined by dividing the
current principal balance by the number of remaining installment payments and
the amount of the interest payment shall be determined by dividing the current
interest balance by the number of remaining installment payments. All payments
from the Interest Account shall be made in cash.

                  3.3 Investment Elections and Changes. A Participant's
investment election shall be subject to the following rules:

                  (a) If the Participant fails to make an investment election
with respect to a Deferral, the Deferral shall be deemed to be invested in the
Interest Account.

                  (b) All investments in the Stock Equivalent Account shall be
irrevocable, except as otherwise provided in Section 4.12.

                  (c) A Participant may elect to transfer amounts invested in
the Interest Account to the Stock Equivalent Account as of any Valuation Date by
filing an investment change election with the Administrator prior to the
Valuation Date the change is to become effective. The amount elected to be
transferred to the Stock Equivalent Account shall be treated as invested in
Deferred Stock Units as of the Valuation Date and the number of Deferred Stock
Units to be credited to the Participant's Deferral Account and appropriate
subaccounts as of the Valuation Date shall be determined by dividing the amount
to be transferred by the Market Value on such Valuation Date.

                  (d) Until invested as of the Deferral Crediting Date in either
the Interest Account or Stock Equivalent Account, a Participant's Deferral shall
be credited with interest in such amount, if any, as the Administrator may
determine.

                  3.4 Vesting. A Participant shall be fully vested at all times
in the balance of his Deferral Account.

                                   ARTICLE IV
                               PAYMENT OF BENEFITS

                  4.1 Time and Method of Payment. Payment of a Participant's
Deferral shall be made in a single lump sum or shall commence in installments as
elected by the Participant in the Deferral Election. A Participant may make a
one-time election after the original Deferral Election to change the method of
payment elected by the Participant; provided, that such election


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shall not be effective unless the election to change the method of payment is
received by the Administrator prior to the December 1 of the Plan Year preceding
the Plan Year in which the Distribution Date specified in the original Deferral
Election occurs. If a Participant's Deferral Account is payable in a single lump
sum, the payment shall be made as soon as practicable following the Distribution
Date but not later than thirty (30) days following the Distribution Date. If a
Participant's Deferral is payable in installment payments, then the
Participant's Deferral shall be paid in annual installments of substantially
equal shares over the period as elected by the Participant in the Deferral
Election commencing as soon as practicable following the Distribution Date but
not later than thirty (30) days following the Distribution Date.

                  4.2 Payment Upon Total Disability. In the event a Participant
becomes totally disabled before all amounts credited to his Deferral Account
have been paid, payment of the Participant's Deferral Account shall be made or
shall commence in the method of payment elected by the disabled Participant;
provided, that the disabled Participant requests payment in writing within
one-hundred eighty (180) days of becoming disabled. If such a request is not
made, the disabled Participant's Deferrals will be paid pursuant to the Deferral
Elections and the normal provisions of the Plan. A Participant will be
considered to be totally disabled for purposes of the Plan if the Participant is
determined to be totally disabled under the Company's disability plan applicable
to the Participant.

                  4.3 Payment Upon Retirement or Other Termination of
Employment. In the event the Participant retires or otherwise terminates
employment with the Company for any reason before the entire balance in the
Participant's Deferral Account has been paid, the Participant's Deferral Account
shall continue to be maintained for the benefit of the Participant and Deferrals
shall be paid pursuant to the Deferral Elections and the normal provisions of
the Plan; provided, that a Participant's Deferral Election may provide for the
immediate payment of the Participant's Deferral Account upon his retirement or
other termination of employment.

                  4.4 Payment Upon Death of a Participant. In the event a
Participant dies before all amounts credited to his Deferral Account have been
paid, payment of the Participant's Deferral Account shall be made or shall
commence in the method of payment elected by the Participant's Beneficiary (as
defined in Section 4.5) or the Executor/Executrix of the Participant's estate;
provided, that the request is made in writing within one-hundred eighty (180)
days of the Participant's death. If such a request is not made, the deceased
Participant's Deferrals will be paid pursuant to the Deferral Elections and the
normal provisions of the Plan.

                  4.5 Beneficiary. Each Participant shall designate one or more
individuals or entities (collectively, the "Beneficiary") to receive the balance
of the Participant's Deferral Account in the event of the Participant's death
prior to the payment of his entire Deferral Account. To be effective, any
Beneficiary designation shall be filed in writing with the Administrator. A
Participant may revoke an existing Beneficiary designation by filing another
written Beneficiary designation with the Administrator. The latest Beneficiary
designation received by the Administrator shall be controlling. If no
Beneficiary is named by a Participant or if he survives all of his named
Beneficiaries, the Deferral Account shall be paid in the following order of
precedence:

                  (a) the Participant's spouse;

                  (b) the Participant's children (including adopted children),
per stirpes; or


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                  (c) the Participant's estate.

                  4.6 Form of Payment. The payment of a portion of a Deferral
deemed to be invested in the Investment Account shall be made in cash. The
distribution of that portion of a Deferral deemed to be invested in the Stock
Equivalent Account shall be distributed in whole shares of Common Stock with
fractional shares credited to federal income taxes withheld.

                  4.7 Unforeseeable Financial Emergency. If the Administrator or
its designee determines that a Participant has incurred an Unforeseeable
Financial Emergency (as defined below), the Participant may withdraw in cash
and/or stock the portion of the balance of his Deferral Account needed to
satisfy the Unforeseeable Financial Emergency, to the extent that the
Unforeseeable Financial Emergency may not be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Participant's
assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship. An "Unforeseeable Financial Emergency" is a severe
financial hardship to the Participant resulting from (a) a sudden and unexpected
illness or accident of the Participant or of a dependent of the Participant; (b)
loss of the Participant's property due to casualty; (c) the involuntary
termination of the Participant's employment by the Company which, in the
Administrator's good faith judgment, would necessitate or make advisable the
availability of all of the Participant's assets, or (d) such other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant as determined by the Administrator. A
withdrawal on account of an Unforeseeable Financial Emergency shall be paid as
soon as possible following the date on which the withdrawal is approved.

                  4.8 Early Withdrawal with Penalty. Notwithstanding the other
provisions of the Plan to the contrary, a Participant may request a withdrawal
from his Deferral Account by filing a request with the Administrator or its
designee in writing. Payment will be made to the Participant within thirty (30)
days of the approval of such a request. Any amount withdrawn under this
provision will be charged with a ten (10) percent early withdrawal penalty which
will be withheld from the amount withdrawn and forfeited as provided in Section
5.5.

                  4.9 Withholding of Taxes. The Company shall withhold any
applicable minimum statutory Federal, state or local income tax from payments
due under the Plan. The Company shall also withhold Social Security taxes,
including the Medicare portion of such taxes, and any other employment taxes as
necessary to comply with applicable laws.

                  4.10 Small Amounts. Notwithstanding any election by the
Participant regarding the timing and manner of payment of his Deferrals, in the
event of a Participant's retirement or other termination of employment, the
Employer may elect to pay the Participant a lump sum distribution of the entire
value of the Participant's Deferral Account; provided, that the value is less
than ten-thousand dollars ($10,000) determined as of the Valuation Date
coinciding with or immediately following the Participant's termination of
employment.

                  4.11 Payment Upon Bankruptcy Liquidation. Notwithstanding
anything contained in the Plan to the contrary, in the event that the Company is
liquidated in bankruptcy, (a) no distributions from the Plan shall be made in
shares of Common Stock and (b) distributions to a Participant shall be made in
cash in an amount determined by multiplying each Deferred


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Stock Unit in the Participant's Deferral Account by the Market Value of Common
Stock on the date such Deferred Stock Unit was first credited to the
Participant's Deferral Account.

                  4.12 Change of Control.

                  (a) Notwithstanding anything contained in the Plan to the
contrary, immediately prior to any Change of Control (as defined below):

                           (i) Each Participant may elect to transfer amounts
invested in the Stock Equivalent Account to the Interest Account as of the
effective time of the Change of Control by filing an investment change election
with the Administrator prior to the date the Change of Control is to become
effective. The amount to be credited to the Participant's Interest Account as of
the effective time of the Change of Control shall be determined by multiplying
the number of Deferred Stock Units to be transferred by the Market Value upon
the Change of Control. For purposes of the foregoing, Market Value shall be
equal to the consideration paid for a share of Common Stock in connection with
the Change of Control, as determined by the Administrator.

                           (ii) In addition, each Participant's Distribution
Date shall be accelerated to be the earlier to occur of (A) the Distribution
Date specified in the Participant's Deferral Election or (B) the first business
day of the first calendar year following the occurrence of the Change in
Control.

                           The phrase "immediately prior to any Change of
Control" shall be understood to mean sufficiently in advance of a Change of
Control to permit Participants to take all steps reasonably necessary to receive
full payment of each Participant's Deferral and to deal with the shares
underlying all Deferred Stock Units so that all Deferred Stock Units and shares
issuable with respect thereto may be treated in the same manner as the shares of
stock of other shareholders in connection with the Change of Control.

                  (b) A "Change of Control" shall occur when:

                           (i) A "Person" (which term, when used in this Section
4.12, shall have the meaning it has when it is used in Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), but shall not include the
Company, any underwriter temporarily holding securities pursuant to an offering
of such securities, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of Voting Stock (as defined below) of the
Company) is or becomes, without the prior consent of a majority of the
Continuing Directors (as defined below), the Beneficial Owner (as defined in
Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of
Voting Stock (as defined below) representing twenty percent (20%) or more of the
combined voting power of the Company's then outstanding securities; or

                           (ii) The stockholders of the Company approve and the
Company consummates a reorganization, merger or consolidation of the Company or
the Company sells, or otherwise disposes of, all or substantially all of the
Company's property and assets, or the Company liquidates or dissolves (other
than a reorganization, merger, consolidation or sale which would result in all
or substantially all of the beneficial owners of the Voting Stock of the


                                      -8-
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Company outstanding immediately prior thereto continuing to beneficially own,
directly or indirectly (either by remaining outstanding or by being converted
into voting securities of the resulting entity), more than fifty percent (50%)
of the combined voting power of the voting securities of the Company or such
entity resulting from the transaction (including, without limitation, an entity
which as a result of such transaction owns the Company or all or substantially
all of the Company's property or assets, directly or indirectly) outstanding
immediately after such transaction in substantially the same proportions
relative to each other as their ownership immediately prior to such
transaction); or

                           (iii) The individuals who are Continuing Directors of
the Company (as defined below) cease for any reason to constitute at least a
majority of the Board of the Company.

                           (iv) For purposes of this Section 4.12, (A) the term
"Continuing Director" means (I) any member of the Board who is a member of the
Board immediately after the issuance of any class of securities of the Company
that are required to be registered under Section 12 of the Exchange Act, or (II)
any person who subsequently becomes a member of the Board whose nomination for
election or election to the Board is recommended by a majority of the Continuing
Directors and (B) the term "Voting Stock" means all capital stock of the Company
which by its terms may be voted on all matters submitted to stockholders of the
Company generally.

                  (c) Immediately upon the consummation of a Change in Control,
the Company shall, or shall cause any acquirer or successor to, deposit into an
irrevocable grantor trust (the "Rabbi Trust") an amount of cash equal to the
then aggregate value of the Deferral Accounts. The trustee of the Rabbi Trust
and the terms and conditions of the agreement of trust establishing the Rabbi
Trust shall be determined by the Company prior to the consummation of the Change
in Control; provided, however, that the Rabbi Trust shall provide for the
distribution of its assets to Participants in accordance with the terms of this
Plan; provided, further, that the Rabbi Trust shall meet the requirements of
Revenue Procedure 92-64, 1992-2 C.B. 422, issued by the Internal Revenue
Service, such that Participants will not incur tax liability in connection with
the establishment of, or deposit of any assets in, the Rabbi Trust. From time to
time, the Company shall make such additional contributions to the Rabbi Trust as
the Administrator shall determine are necessary or appropriate in order to
continue to fully fund the Deferral Accounts of all Participants.

                                    ARTICLE V
                                  MISCELLANEOUS

                  5.1 Funding. Benefits payable under the Plan to any
Participant shall be paid directly by the Participant's Employer (including the
Company if the Participant is employed by the Company). The Company and the
Employers shall not be required to fund, or otherwise segregate assets to be
used for payment of benefits under the Plan.

                  5.2 Account Statements. As soon as practical after the end of
each Plan Year (or after such additional date or dates as the Administrator, in
its discretion, may designate), each Participant shall be provided with a
statement of the balance of his Deferral Account hereunder


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as of the last day of such Plan Year (or as of such other dates as the
Administrator, in its discretion, may designate).

                  5.3 No Employment Rights. Establishment of the Plan shall not
be construed to give any Eligible Employee the right to be retained in the
Company's service or to any benefits not specifically provided by the Plan.

                  5.4 Interests Not Transferable. Except as (a) provided under
(i) Section 4.9 or (ii) an agreement between a Participant and the Company, or
(b) required for purposes of withholding of any tax under the laws of the United
States or any state or locality, no benefit payable at any time under the Plan
shall be subject in any manner to alienation, sale, transfer, assignment,
pledge, attachment, or other legal process, or encumbrance of any kind. Any
attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any
such benefits, whether currently or thereafter payable, shall be void. No person
shall, in any manner, be liable for or subject to the debts or liabilities of
any person entitled to such benefits. If any person shall attempt to, or shall
alienate, sell, transfer, assign, pledge or otherwise encumber his benefits
under the Plan, or if by any reason of his bankruptcy or other event happening
at any time, such benefits would devolve upon any other person or would not be
enjoyed by the person entitled thereto under the Plan, then the Administrator,
in its discretion, may terminate the interest in any such benefits of the person
entitled thereto under the Plan and hold or apply them for or to the benefit of
such person entitled thereto under the Plan or his spouse, children or other
dependents, or any of them, in such manner as the Administrator may deem proper.

                  5.5 Forfeitures and Unclaimed Amounts. Unclaimed amounts shall
consist of the amounts of the Deferral Account of a Participant that are not
distributed because of the Administrator's inability, after a reasonable search,
to locate a Participant or his Beneficiary, as applicable, within a period of
two (2) years after the date upon which the payment of any benefits becomes due
and the amount by which a Participant's Account is reduced under Section 4.8.
Unclaimed amounts shall be forfeited at the end of such two-year period. These
forfeitures will reduce the obligations of the Company under the Plan and the
Participant or Beneficiary, as applicable, shall have no further right to his
Deferral Account unless the Administrator determines otherwise in a particular
case.

                  5.6 Controlling Law. The law of the State of Maryland, except
its law with respect to choice of law, shall be controlling in all matters
relating to the Plan to the extent not preempted by ERISA.

                  5.7 Gender and Number. Words in the masculine gender shall
include the feminine, and the plural shall include the singular and the singular
shall include the plural.

                  5.8 Action by the Company. Except as otherwise specifically
provided herein, any action required of or permitted by the Company under the
Plan shall be by resolution of the Board of Directors of the Company or by
action of any committee or subcommittee of the Board or other person(s)
authorized by resolution of the Board.

                  5.9 Assumption of Plan. The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, whether pursuant to a Change in Control or otherwise, to expressly
assume and agree to perform the obligations under this Plan in the same


                                      -10-
<PAGE>
manner and to the same extent that the Company would be required to perform if
no such succession had taken place.

                                   ARTICLE VI
                             EMPLOYER PARTICIPATION

                  Any subsidiary or affiliate of the Company incorporated under
the laws of any state in the United States (an "Employer") may, with the
approval of the Administrator and under such terms and conditions as the
Administrator may prescribe, adopt the corresponding portions of the Plan. The
Administrator may amend the Plan as necessary or desirable to reflect the
adoption of the Plan by an Employer; provided, however, that an adopting
Employer shall not have the authority to amend or terminate the Plan under
Article VII.

                                   ARTICLE VII
                            AMENDMENT AND TERMINATION

                  The Company intends the Plan to be permanent, but reserves the
right at any time by action of its Board of Directors to modify, amend or
terminate the Plan; provided, however, that any amendment or termination of the
Plan shall not reduce or eliminate any Deferral Account accrued through the date
of such amendment or termination. The Administrator shall have the same
authority to adopt amendments to the Plan as the Board of Directors of the
Company in the following circumstances:

                  (a) to adopt amendments to the Plan which the Administrator
determines are necessary or desirable for the Plan to comply with or to obtain
benefits or advantages under the provisions of applicable law, regulations or
rulings or requirements of the Internal Revenue Service or other governmental or
administrative agency or changes in such law, regulations, rulings or
requirements; and

                  (b) to adopt any other procedural or cosmetic amendment that
the Administrator determines to be necessary or desirable that does not
materially change benefits to Participants or their Beneficiaries or materially
increase the Company's or adopting Employers' obligations under the Plan.

                                   * * * * *

                  I hereby certify that the Plan was originally established
effective as of June 1, 2000. I hereby certify that the Plan, as amended and
restated in its entirety, was approved by the Board of Directors of Coach, Inc.,
effective as of May 2, 2002.

                  Executed on this second day of May, 2002.

                                                     /s/ Carole P. Sadler
                                                     ---------------------------
                                                     Carole P. Sadler, Secretary


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</TEXT>
</DOCUMENT>
