TRANSITION
      EMPLOYMENT AGREEMENT

     

    This
      Transition Employment Agreement (hereafter this “Agreement”),
      dated
      as of July 4, 2008, is hereby entered into by and between Keith Monda (the
      “Executive”),
      and
      Coach, Inc., a Maryland corporation (together with its subsidiaries and
      affiliates, the “Company”).

     

    WHEREAS,
      the Executive has been an employee of the Company prior to the execution of
      this
      agreement but has informed the Company of his intention to leave his full-time
      employment with the Company;

     

    WHEREAS,
      the Company wishes to engage the Executive on a part-time basis and to ensure
      that the Executive adheres to certain restrictive covenants in his employee
      stock option agreements and to extend the scope and duration of these covenants
      in exchange for additional consideration to the Executive;

     

    THEREFORE,
      in exchange for the good and valuable consideration set forth herein, the
      adequacy of which is specifically acknowledged, the Executive and Company hereby
      agree as follows:

     

    1.
       Transition
      of Employment.
      

     

    (a)
       The
      Executive shall resign his full-time employment with the Company, effective
      July
      4, 2008 (the “Transition
      Date”).
      Effective as of the end of business on the Transition Date, Executive’s status
      shall convert to that of a part-time employee, and he shall no longer serve
      as
      an Executive Officer of the Company. Notwithstanding anything contained herein
      to the contrary, after the Transition Date, the Executive shall remain a
      Director of the Board of Directors of Coach (the “Board”).
      The Executive, however, will not be deemed an Outside Director and shall not
      receive additional compensation for such service to the Board. From the
      Transition Date until August 31, 2009 (the “Term”),
      the Executive’s employment with the Company shall be governed by this Agreement.
      The Executive’s job duties shall consist of consulting on an as-needed basis to
      Lew Frankfort, Coach’s Chairman and Chief Executive Officer, or such other
      corporate officer(s) as Mr. Frankfort shall designate. As consideration for
      the
      services the Executive performs during the Term, the Executive shall receive
      a
      salary for these services of $14,819 per month. 

     

    The
      Executive is a party to an Employment Agreement, dated June 1, 2003 and amended
      by Letter Agreement, dated August 22, 2005 (collectively, the “Employment
      Agreement”).
      All terms not otherwise defined herein shall have the meaning set forth in
      the
      Employment Agreement. Upon the Transition Date, the Employment Agreement shall
      be deemed null and void except as provided for in this Agreement. Additionally,
      upon the Transition Date, Executive’s Extension Options shall be cancelled. As
      consideration for the services the Executive performs during the Term, the
      Executive shall remain eligible to receive continued vesting of all other stock
      options and restricted stock units during the period of his part-time
      employment, except for the Extension Options. Executive agrees that during
      the
      Term he shall not defer any compensation pursuant to Coach’s retirement or
      supplemental retirement plans for purposes of accruing additional benefits.
      This
      Agreement shall not effect the retirement benefits previously earned by the
      Executive (which includes, but is not limited to, all company matching and
      profit-sharing contributions with respect to fiscal year 2008 under Coach’s
      Savings and Profit Sharing Plan and Supplemental Retirement Plan, whether paid
      prior to or after the Transition Date). For the avoidance of doubt, the parties
      acknowledge and agree that, notwithstanding any provision of this Agreement,
      the
      Executive’s rights pursuant to Section 13 of the Employment Agreement shall
      survive in accordance with the terms thereof. Other than bonuses earned for
      fiscal year 2008, Executive shall not receive any bonus (including the
      make-whole special retirement bonus) for his part-time employment. Executive’s
      part-time employment shall terminate on the completion of the Term, or
      immediately upon Executive’s violation of any of the covenants set forth in this
      Agreement or by written agreement between Executive and Coach (either a
“Termination
      Date”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)
       During
      the Term, as an active employee, the Executive shall continue to participate
      in
      the Company’s group medical, dental, vision, long-term disability and executive
      life insurance plans. For the avoidance of doubt, any payments due during the
      Term with respect to the Executive’s coverage under the executive life insurance
      plan, including the December 2008 payment, shall be paid by the Company.
      Following the Termination Date, Executive shall continue to participate in
      the
      Company’s group medical plan through the date he becomes eligible for Medicare.
      The premium charged after the Transition Date shall be the same rate charged
      to
      other employees of the Company for similar coverage. After the Termination
      Date,
      participation in the medical plan will be on an after-tax basis and Executive
      shall make payment by check to the Company at the higher of (i) the same rate
      charged to other employees of the Company for similar coverage or (ii) the
      same
      rate charged other participants of any executive retiree medical plan then
      maintained by the Company. Executive acknowledges that he has received and
      read
      the summary plan description for the plan. Notwithstanding the foregoing, should
      the Company implement a Medicare supplement plan for retired employees or any
      other post-termination medical plan for executives subsequent to the Termination
      Date, Executive shall be considered eligible for such plan. 

     

    (c)
       Notwithstanding
      anything to the contrary in the Coach Supplemental Retirement Plan, the
      Executive’s vested account balance under such plan shall be distributed to the
      Executive on March 1, 2010. 

     

    (d)
       Executive
      shall retain his leased automobile during the period of his part-time
      employment, and the Company shall continue to provide insurance coverage on
      the
      automobile. Following the Termination Date, Executive may purchase his leased
      automobile or return it to the Company. 

     

    (e)
       The
      Company shall reimburse the Executive for his travel expenses incurred in
      accordance with the Company’s Travel and Entertainment Policy and for other
      reasonable and documented out-of-pocket expenses incurred in performing his
      duties under this Agreement. Executive shall retain his Company-provided cell
      phone, Blackberry and Portal access card for use during the term of his
      part-time employment.

     

    (f)
       Notwithstanding
      any other provision of this Section 1, all reimbursement of expenses pursuant
      to
      this Section 1 shall be made in accordance with the terms of Section
      7(c).

     

    2.
       Stock
      Options and Restricted Stock Units.

     

    (a)
       Subject
      to the Executive’s compliance with Section 2(b) of this Agreement, Stock Options
      (other than the Extension Options) held by the Executive (the “Options”)
      and Restricted Stock Units (“RSUs”)
      shall continue to vest during and subsequent to the period of the Executive’s
      part-time employment. The Company acknowledges that the Executive has achieved
      retirement status and all existing Options shall continue to vest according
      to
      their terms regardless of Executive’s status under this Agreement. 

     

    (b)
       Executive
      shall be permitted to exercise vested Options and/or sell the shares underlying
      those Options. Notwithstanding anything contained in this Agreement to the
      contrary, if Executive engages in any activity prohibited by Section 3 below
      (collectively, “Prohibited
      Conduct”)
      during the Non-Compete Period (as defined below), then (i) Executive’s
      unexercised stock options and RSUs shall be forfeited automatically on the
      date
      on which Executive first engaged in such Prohibited Conduct, and (ii) Executive
      shall pay to the Company in cash any Financial Gain (as defined in the
      applicable Option or RSU grant agreement) Executive realized from exercising
      all
      or a portion of Executive’s stock options or RSUs within the six (6) month
      period immediately preceding such Prohibited Conduct.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)
       The
      Executive agrees that after the Transition Date and until the Termination Date,
      he will not engage in any “stock swap” exercises of Coach stock options, and
      that if he does so the Company shall be permitted to cancel any restoration
      stock options he receives in such transactions.

     

    (d)
       In
      the event of any conflict between (i) the Option Plan and/or any grant agreement
      relating to any Option or (ii) and RSU grant agreement, on one hand, and this
      Agreement, on the other hand, this Agreement shall control.

     

    (e)
       Provided
      the Executive is not in material breach of this Agreement, he shall receive
      (i)
      the full benefit of RSUs vesting prior to the Termination Date and (ii) the
      pro
      rata benefit as of the Termination Date of any RSUs vesting after the
      Termination Date, which shall be distributed on the date such RSUs would have
      otherwise been issued to the Executive pursuant to the terms of the applicable
      RSU grant agreement.

     

    3.
       Non-Compete;
      Non-Solicitation; Confidentiality; etc.
      In exchange for the payments and other benefits set forth in this Agreement,
      which the Executive acknowledges is good, valuable and sufficient consideration
      for the covenants set forth in this Section 3, the parties agree as
      follows:

     

    (a)
       During
      the period beginning on the Transition Date and ending on August 10, 2010 (the
      “Non-Compete
      Period”),
      the Executive will comply with the provisions of Section 9(a) of the Employment
      Agreement. The Executive acknowledges that compliance with this Paragraph 3(a)
      is necessary to protect the business and good will of the Company and that
      a
      breach of any of these provisions will irreparably and continually damage the
      Company, for which money damages may not be adequate. 

     

    (b)
       During
      the Non-Compete Period, the Executive will not (and will not permit any employee
      in his chain of command employed at a level equivalent to a director level
      employee of the Company or above) directly or indirectly, hire, recruit or
      otherwise solicit or induce any employee, consultant, director, wholesale
      customer, vendor, supplier, lessor or lessee of the Company to terminate its
      employment or arrangement with the Company, or, for employees only, establish
      any relationship with the Executive or employees in his chain of command for
      any
      business purpose.

     

    (c)
       Except
      as required in the good faith opinion of the Executive in connection with the
      performance of the Executive’s duties hereunder, the Executive shall maintain in
      confidence and shall not directly, indirectly or otherwise, use, disseminate,
      disclose or publish, or use for his benefit or the benefit of any person, firm,
      corporation or other entity any confidential or proprietary information or
      trade
      secrets of or relating to the Company (or which the Company has a right to
      use),
      including, without limitation, confidential or proprietary information with
      respect to the Company’s operations, processes, systems, access codes or
      passwords, security protocols, databases, products, inventions, business
      practices, finances, principals, vendors, suppliers, customers (including credit
      card information or other customer private information), potential customers,
      marketing methods, costs, prices, contractual relationships, regulatory status,
      compensation paid to employees, other terms of employment or employee
      confidential information, or deliver to any person, firm, corporation or other
      entity any document, record, notebook, computer program or similar repository
      of
      or containing any such confidential or proprietary information or trade secrets.
      The parties hereby stipulate and agree that as between them the foregoing
      matters are important, material and confidential proprietary information and
      trade secrets and affect the successful conduct of the businesses of the Company
      (and any successor or assignee of the Company). For purposes of this Agreement,
      confidential or proprietary information shall not include information which
      is
      or becomes generally available to the public other than by breach of this
      Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d)
       The
      Executive agrees that, upon the Termination Date, he will deliver to the Company
      all correspondence, drawings, manuals, letters, notes, notebooks, reports,
      programs, plans, proposals, financial documents, electronically stored data,
      computer equipment or software, access codes or disks and instructional manuals
      or any other documents concerning the Company’s customers, business plans,
      sourcing and operations, marketing strategies, products or processes and/or
      which contain proprietary information or trade secrets;
      provided
      that the Executive may retain his rolodex, address book and similar information
      and any non-proprietary documents he received as a director.

     

    (e)
       Notwithstanding
      Section 3(c), the Executive may respond to a lawful and valid subpoena or other
      legal process or other government or regulatory inquiry but shall give the
      Company prompt notice thereof (except to the extent legally prohibited), and
      shall, as much in advance of the return date as is reasonably practicable,
      make
      available to the Company and its counsel copies of any documents sought which
      are in the Executive’s possession or to which the Executive otherwise has
      reasonable access. In addition, the Executive shall reasonably cooperate with
      and assist the Company and its counsel at any time and in any manner reasonably
      requested by the Company or its counsel (with due regard for the Executive’s
      other commitments if he is not employed by the Company) in connection with
      any
      litigation or other legal process affecting the Company of which the Executive
      has knowledge as a result of his employment with the Company (other than any
      litigation with respect to this Agreement). In the event of such requested
      cooperation, the Company shall reimburse the Executive’s reasonable out of
      pocket expenses.

     

    (f)
       The
      Executive agrees that if he does not return all Company property or reimburse
      the Company for all personal expenses charged to the Company within
      30 days
      after the later of (i) the Termination Date and (ii) notification to the
      Executive, then the Company may reconcile or set off the value of the property
      or the amount of the personal charges against any Sale Proceeds to be paid
      to
      the Executive or other amount due hereunder, or against any amounts due to
      the
      Executive under any Company non-qualified plans except to the extent that an
      offset of any such amounts due to the Executive under any Company non-qualified
      plans would cause such amounts to not comply with Section 409A. For purposes
      of
      this paragraph, the value of any Company property shall be determined by the
      Company in its sole discretion. 

     

    (g)
       Each
      of
      the parties agrees that it will not disparage or denigrate to any person any
      aspect of his or its past relationship with the other, nor the character of
      the
      other or the other’s agents, representatives, products, or operating methods,
      whether past, present, or future, and whether or not based on or with reference
      to their past relationship; provided,
      however,
      that
      this paragraph shall have no application to any evidence or testimony requested
      of either party hereto by any court or government agency. In the event any
      government agency or any of the Company’s present or future labor unions,
      adverse parties in actual or potential litigation, suppliers, service providers,
      employees or customers initiate communications with the Executive that relate
      to
      the Company’s business, the Executive agrees that he will inform any such
      persons, consistent with this paragraph, of his change in status and direct
      such
      persons to an appropriate officer or current full-time employee of the
      Company.

     

    4.
       Release
      of Claims by the Executive.

     

    (a)
       The
      Executive agrees for the Executive, the Executive’s spouse and child or children
      (if any), the Executive’s heirs, beneficiaries, devisees, executors,
      administrators, attorneys, personal representatives, successors and assigns,
      hereby forever to release, discharge, and covenant not to sue the Company or
      any
      of its past, present, or future parent, affiliated, related, and/or subsidiary
      entities, and all of their past and present directors, shareholders, officers,
      general or limited partners, employees, agents, and attorneys, and agents and
      representatives of such entities, and employee benefit plans in which the
      Executive is or has been a participant by virtue of his employment with the
      Company, from any and all claims, debts, demands, accounts, judgments, rights,
      causes of action, equitable relief, damages, costs, charges, complaints,
      obligations, promises, agreements, controversies, suits, expenses, compensation,
      responsibility and liability of every kind and character whatsoever (including
      attorneys’ fees and costs), whether in law or equity, known or unknown, asserted
      or unasserted, suspected or unsuspected, which the Executive has or may have
      had
      against such entities based on any events or circumstances arising or occurring
      on or prior to the Transition Date (or, with respect to claims of disparagement,
      arising or occurring on or prior to the date this Agreement is executed),
      arising directly or indirectly out of, relating to, or in any other way
      involving in any manner whatsoever, (i) the Executive’s employment with the
      Company or the termination thereof or (ii) the Executive’s status at any time as
      a holder of any securities of the Company, and any and all claims arising under
      federal, state, or local laws relating to employment, or securities, including
      without limitation claims of wrongful discharge, breach of express or implied
      contract, fraud, misrepresentation, defamation, or liability in tort, claims
      of
      any kind that may be brought in any court or administrative agency, any claims
      arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination
      in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards
      Act, the Employee Retirement Income Security Act, the Family and Medical Leave
      Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and
      similar state or local statutes, ordinances, and regulations, provided, however,
      notwithstanding anything to the contrary set forth herein, that this General
      Release shall not extend to (x) benefit claims under employee pension benefit
      plans in which the Executive is a participant by virtue of his employment with
      the Company or to benefit claims under employee welfare benefit plans for
      occurrences (e.g., medical care, death, or onset of disability) arising after
      the execution of this Agreement by the Executive, (y) any obligation assumed
      under this Agreement by any party hereto and (z) any right to indemnification
      to
      which the Executive is entitled under Section 13 of the Employment Agreement
      with respect to director and officer liability insurance coverage.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)
       THE
      EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF CLAIMS ARISING
      UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT. THE EXECUTIVE UNDERSTANDS AND
      WARRANTS THAT HE HAS BEEN GIVEN A PERIOD OF TWENTY-ONE (21) DAYS TO REVIEW
      AND
      CONSIDER THIS AGREEMENT. THE EXECUTIVE IS HEREBY ADVISED TO CONSULT WITH AN
      ATTORNEY PRIOR TO EXECUTING THE AGREEMENT. BY HIS SIGNATURE BELOW, THE EXECUTIVE
      WARRANTS THAT HE HAS HAD THE OPPORTUNITY TO DO SO AND TO BE FULLY AND FAIRLY
      ADVISED BY THAT LEGAL COUNSEL AS TO THE TERMS OF THE AGREEMENT. THE EXECUTIVE
      FURTHER WARRANTS THAT HE UNDERSTANDS THAT HE MAY USE AS MUCH OR ALL OF HIS
      21-DAY PERIOD AS HE WISHES BEFORE SIGNING, AND WARRANTS THAT HE HAS DONE SO.
      THE
      EXECUTIVE FURTHER WARRANTS THAT HE UNDERSTANDS THAT HE HAS SEVEN (7) DAYS AFTER
      SIGNING THIS AGREEMENT TO REVOKE THE AGREEMENT BY NOTICE IN WRITING TO GENERAL
      COUNSEL, C/O COACH, 516 WEST 34TH STREET, NEW YORK, NY 10001. THIS AGREEMENT
      SHALL BE BINDING, EFFECTIVE, AND ENFORCEABLE UPON BOTH PARTIES UPON THE
      EXPIRATION OF THIS SEVEN-DAY REVOCATION PERIOD WITHOUT THE COMPANY’S GENERAL
      COUNSEL HAVING RECEIVED SUCH REVOCATION, BUT NOT BEFORE SUCH TIME.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    5.
       Condition
      on Certain Obligations of the Company; Further Assurances.
      

     

    (a)
       The
      Executive agrees that the Company is likely to suffer adverse financial and/or
      employee relations consequences in the event any of the above confidentiality
      or
      non-disparagement provisions is breached and that the Executive’s agreement to
      each is a material portion of the consideration received by the Company
      hereunder. The Executive therefore agrees that in the event the Executive
      commits such breach, the Company shall have all rights and remedies under law
      or
      equity including, without limitation, the right upon discovery of such breach
      to
      obtain an injunction against any further breaches. This paragraph is not
      intended to limit any other remedies, in damages or otherwise, that may be
      available to the Company for such breach. For the avoidance of doubt, this
      paragraph does not apply to Executive’s obligations under Sections 3(a) and 3(b)
      above, for which the Company does not claim a right to injunctive
      relief.

     

    (b)
       The
      Company and the Executive agree to execute and deliver such other documents,
      certificates, agreements and other writings and to take such other actions
      as
      may be necessary or desirable in order to consummate or implement expeditiously
      the terms of this Agreement.

     

    6.
       Taxes.
      To the
      extent any taxes may be due on the payments made to the Executive provided
      in
      this Agreement beyond any required to be withheld by the Company, the Executive
      agrees to pay them himself and to indemnify and hold the Company and other
      entities released by the Executive herein harmless for any tax claims or
      penalties resulting from such payments. The Executive further agrees to provide
      any and all information pertaining to the Executive upon request as reasonably
      necessary for the Company and other entities released herein to comply with
      applicable tax laws. The Executive shall make payments by check to the Company
      for any taxes due on calendar year 2008 or 2009 imputed income (including,
      but
      not limited to, imputed income from life insurance and automobile lease premiums
      paid by the Company).

     

    7.
       Section
      409A.
      

     

    (a)
       General.
      “Section
      409A”
shall
      mean Section 409A of the Internal Revenue Code of 1986, as amended, and the
      Department of Treasury Regulations and other interpretive guidance issued
      thereunder, including without limitation any such regulations or other guidance
      that may be issued after the date hereof. The parties acknowledge and agree
      that, to the extent applicable, this Agreement shall be interpreted in
      accordance with, and the parties agree to use their best efforts to achieve
      timely compliance with, Section 409A. Notwithstanding any provision of this
      Agreement to the contrary, in the event that the Company determines that any
      amounts payable hereunder would otherwise be taxable to the Executive under
      Section 409A, the Company may, provided it reasonably determines that any such
      amendments are likely to be effective, adopt such limited amendments to this
      Agreement and appropriate policies and procedures, including amendments and
      policies with retroactive effect, that the Company reasonably determines are
      necessary or appropriate to (i) exempt the compensation and benefits payable
      hereunder from Section 409A and/or preserve the intended tax treatment of the
      compensation and benefits provided hereunder or (ii) comply with the
      requirements of Section 409A and thereby avoid the application of penalty taxes
      under such Section. 

     

    (b)
       Separation
      from Service.
      Notwithstanding any provision to the contrary in this Agreement, if the Company
      determines that the Executive is a “specified employee” for purposes of Section
      409A(a)(2)(B)(i) of the Code, which shall be determined as of the time of his
      separation from service in accordance with the terms of Section 409A of the
      Code
      and applicable guidance thereunder (including without limitation Section
      1.409A-1(i) of the Department of Treasury Regulations), to the extent the
      Company determines that delayed commencement of any portion of the termination
      benefits to which the Executive is entitled under this Agreement is required
      in
      order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of
      the
      Code, such portion of the Executive’s termination benefits shall not be provided
      to the Executive prior to the earlier of (i) the expiration of the six-month
      period measured from the date of the Executive’s “separation from service” with
      the Company (as such term is defined in the Department of Treasury Regulations
      issued under Section 409A of the Code) or (ii) the date of the Executive’s
      death. Upon the earlier of such dates, any payments deferred pursuant to this
      Section 7(b) shall be paid in a lump sum to the Executive, and any remaining
      payments due under the Agreement shall be paid as otherwise provided herein.
      For
      purposes of Section 409A, the Executive’s right to receive any installment
      payments shall be treated as a right to receive a series of separate and
      distinct payments. The parties acknowledge and agree that each payment made
      before the fifteenth day of the third month after the later of the end of the
      (x) calendar year, or (y) fiscal year, in which the Transition Date occurs
      shall
      be treated as a short term deferral for purposes of Section 409A to the extent
      such payment is deemed not to be consideration for services during the Term.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)
       Expense
      Reimbursement.
      The
      reimbursement of any expense hereunder shall be made no later than December
      31
      of the year following the year in which the expense was incurred. The amount
      of
      expenses reimbursed in one year shall not affect the amount eligible for
      reimbursement in any subsequent year.

     

    8.
       Severability.
      Except
      as otherwise specified below, should any portion of this Agreement be found
      void
      or unenforceable for any reason by a court of competent jurisdiction, the court
      should attempt to limit or otherwise modify such provision so as to make it
      enforceable, and if such portion cannot be modified to be enforceable, the
      unenforceable portion shall be deemed severed from the remaining portions of
      this Agreement, which shall otherwise remain in full force and effect. If any
      portion of this Agreement is so found to be void or unenforceable for any reason
      in regard to any one or more persons, entities, or subject matters, such portion
      shall remain in full force and effect with respect to all other persons,
      entities, and subject matters. This paragraph shall not operate, however, to
      sever either party’s obligation to provide the binding release to all entities
      intended to be released hereunder. In the event the Executive should in the
      future contend that the Executive’s release of claims is for any reason void,
      imperfect, or incomplete, the Executive may not pursue any claim against the
      Company (or any other party intended to be released herein) to establish the
      invalidity of the release or premised (in whole or in part) on the invalidity
      of
      the release before or without repaying to the Company the full amount of such
      cash payments he has received, less the reasonable value of services actually
      provided pursuant to this Agreement, and applicable statutes of limitations
      shall be deemed to run in regard to the Executive’s claims without regard to the
      parties’ entry into this Agreement.

     

    9.
       Entire
      Agreement.
      Except
      as otherwise noted herein, this Agreement sets forth the entire agreement and
      understanding of the parties hereto with respect to the matters covered hereby.
      This Agreement supersedes and replaces any prior agreement with respect to
      employment, compensation continuation and the matters contained in this
      Agreement, which Executive may have had with the Company, including, without
      limitation, the Employment Agreement.

     

    10.
       Applicable
      Law.
      This
      Agreement shall be governed, construed, interpreted and enforced in accordance
      with the substantive laws of the state of New York, without reference to the
      principles of conflicts of law of New York or any other jurisdiction, and where
      applicable, the laws of the United States.

     

    11. Counterparts.
      This Agreement may be executed in any number of counterparts, each of which
      shall be deemed an original, but all of which taken together shall constitute
      one and the same instrument.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    12. Successors
      and Assigns. This Agreement is binding upon and will inure to the benefit of
      the
      parties hereto and each of their respective parents, subsidiaries and affiliated
      companies, successors and assigns.

     

    13. Executive’s
      Understanding. Executive acknowledges by signing this Agreement that Executive
      has read and understands this Agreement, that Executive has conferred with
      or
      had opportunity to confer with Executive’s attorney regarding the terms and
      meaning of this Agreement, that Executive has had sufficient time to consider
      the terms provided for in this Agreement, that no representatives or inducements
      have been made to Executive except as set forth in this Agreement, and that
      Executive has signed the same knowingly and voluntarily.

     

    

      *
        * * * *



     

    [signature
      page follows]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF, and intending to be legally bound, the parties have executed
      the foregoing on the dates shown below.

     

    KEITH
      MONDA:

     

     

    ________________________

     

    ________________________

    Date

     

    COACH,
      INC.

     

    By:
      ________________________

    Lew
      Frankfort

    Chairman,
      Chief Executive Officer

     

    ________________________

    Date