March
      11,
      2008

     

    Mr.
      Reed
      Krakoff

    37
      Beekman Place

    New
      York,
      NY 10022

    


    
      	
            	Re:	
              Employment
                Agreement Amendment

            


    

    


    Dear
      Reed:

     

    This
      Letter Agreement confirms the understanding reached between you and Coach,
      Inc.,
      a Maryland corporation (the “Company”),
      regarding the terms of your continued employment with the Company. This Letter
      Agreement constitutes an amendment to that certain Employment Agreement by
      and
      between you and the Company dated as of June 1, 2003 (the “2003
      Employment Agreement”),
      as
      subsequently amended by that certain Letter Agreement between you and the
      Company dated August 22, 2005 (the “2005
      Letter Agreement”
      and, collectively with the 2003 Employment Agreement, the “Employment
      Agreement”).
      Capitalized terms used in this Letter Agreement and not defined herein shall
      have the meaning given such terms in the Employment Agreement.

     

    
      	 	
              1.

            	
              Employment
                Agreement Term.
                You and the Company acknowledge and agree that, notwithstanding anything
                to the contrary in the Employment Agreement, the Initial Term shall
                end on
                June 28, 2014 unless earlier terminated as provided in Section 6
                of the
                2003 Employment Agreement.

            


    

     

    
      	 	
              2.

            	
              Annual
                Base Salary.
                Effective as of June 29, 2008, your Annual Base Salary shall be payable
                at
                a rate of $2,500,000 per year, which rate of Annual Base Salary shall
                increase by not less than 5% as of the first day of each fiscal year
                of
                the Company commencing on or after June 27, 2009 during the Term.
                

            


    

     

    
      	 	
              3.

            	
              Annual
                Bonus.
                With respect to each fiscal year of the Company commencing on and
                after
                June 29, 2008 during the Term, your Maximum Bonus shall be equal
                to at
                least 200% of your Annual Base Salary. Such Annual Bonus shall be
                paid at
                the time bonuses are paid generally under the Bonus Plan but, in
                any
                event, no later than 90 days after the end of the applicable Contract
                Year.

            


    

     

    
      	 	
              4.

            	
              Contract
                Extension Bonuses.
                During the Term, in addition to any other Annual Bonuses, Retention
                Bonuses or other bonuses that may be payable to you pursuant to the
                2003
                Employment Agreement or the 2005 Letter Agreement, subject to the
                terms
                and conditions set forth below you shall be eligible to receive the
                following supplemental bonuses:

            


    

     

    
      	 	
              (a)

            	
              Extension
                Signing Bonus:
                Subject to your continued employment with the Company, as provided
                below
                (i) through June 28, 2008, you shall be paid a supplemental bonus
                in the
                amount of $3,500,000; (ii) through June 26, 2009, you shall be paid
                a
                supplemental bonus in the amount of $3,500,000; (iii) through July
                3,
                2010, you shall be paid a supplemental bonus in the amount of $3,000,000.
                Such amounts shall be paid within 45 days following each of the specified
                dates. If, prior to July 2, 2011, you are terminated by the Company
                for
                Cause or resign your employment with the Company other than for Good
                Reason you shall repay to the Company the full amount of all of the
                Extension Signing Bonuses previously paid to you pursuant to this
                Section
                4(a). If, during the period beginning on July 3, 2011 and ending
                on June
                28, 2014, you are terminated by the Company for Cause or resign your
                employment with the Company other than for Good Reason you shall
                repay to
                the Company an amount equal to the product of (x) $10 million and
                (y) the
                ratio of (i) the number of days that have expired between July 3,
                2011 and
                the date of your termination of employment and (ii) 1092. Notwithstanding
                the above, if your employment with the Company is terminated by the
                Company without Cause or you resign your employment for Good Reason
                (including, without limitation, separation from employment due to
                a Change
                in Control) prior to June 28, 2014, the Company shall pay you the
                full
                amount of each Extension Signing Bonus set forth in this paragraph
                (to the
                extent not already paid) at the time such bonus would have been
                paid.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              (b)

            	
              Service
                Bonuses:
                Subject to your continued employment with the Company, as provided
                below
                (i) through June 30, 2012, you shall be paid a supplemental bonus
                in the
                amount of $1,101,475; (ii) through June 29, 2013, you shall be paid
                a
                supplemental bonus in the amount of $1,101,475; (iii) through June
                28,
                2014, you shall be paid a supplemental bonus in the amount of $3,202,950.
                Such amounts shall be paid within 45 days following each of the specified
                dates. Notwithstanding the above, if your employment with the Company
                is
                terminated by the Company without Cause or you resign your employment
                for
                Good Reason (including, without limitation, separation from employment
                due
                to a Change in Control) prior to June 28, 2014, the Company shall
                pay you
                the full amount of each Service Bonus set forth in this paragraph
                (to the
                extent not already paid) at the time such bonus would have been
                paid.

            


    

     

    
      	 	
              (c)

            	
              Additional
                Performance Bonuses:

            


    

     

    
      	 	
              (i)

            	
              With
                respect to the Contract Year ending on June 30, 2012, you shall be
                eligible to receive an additional bonus under the Bonus Plan or otherwise
                in the maximum amount of $2,188,000 on the basis of the Company’s
                attainment of objective financial or other operating criteria established
                by the Committee in its sole discretion and in accordance with Code
                Section 162(m) and the regulations promulgated thereunder, such additional
                bonus to be paid at the time bonuses under the Bonus Plan are paid
                generally but, in any event, no later than 90 days after the end
                of the
                applicable Contract Year.

            


    

     

    
      	 	
              (ii)

            	
              With
                respect to the Contract Year ending on June 29, 2013, you shall be
                eligible to receive an additional bonus under the Bonus Plan or otherwise
                in the maximum amount of $2,188,000 on the basis of the Company’s
                attainment of objective financial or other operating criteria established
                by the Committee in its sole discretion and in accordance with Code
                Section 162(m) and the regulations promulgated thereunder, such additional
                bonus to be paid at the time bonuses under the Bonus Plan are paid
                generally but, in any event, no later than 90 days after the end
                of the
                applicable Contract Year.

            


    

     

    
      	 	
              (iii)

            	
              With
                respect to the Contract Year ending on June 28, 2014, you shall be
                eligible to receive an additional bonus under the Bonus Plan or otherwise
                in the maximum amount of $4,376,000 on the basis of the Company’s
                attainment of objective financial or other operating criteria established
                by the Committee in its sole discretion and in accordance with Code
                Section 162(m) and the regulations promulgated thereunder, such additional
                bonus to be paid at the time bonuses under the Bonus Plan are paid
                generally but, in any event, no later than 90 days after the end
                of the
                applicable Contract Year. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              5.

            	
              Employment
                Agreement.
                You and the Company acknowledge and agree that, except as provided
                by this
                Letter Agreement, the 2003 Employment Agreement and the 2005 Letter
                Agreement shall remain in full force and
                effect.

            


    

     

    
      	
              6.

            	
              Section
                409A.
                You and the Company acknowledge and agree that, to the extent applicable,
                this Letter Agreement shall be interpreted in accordance with, and
                you and
                the Company agree to use best efforts to achieve timely compliance
                with,
                Section 409A of the Internal Revenue Code and the Department of Treasury
                Regulations and other interpretive guidance issued thereunder
                (collectively, “Section
                409A”),
                including without limitation any such regulations or other guidance
                that
                may be issued after the date hereof. Notwithstanding any provision
                of this
                Letter Agreement to the contrary, in the event that the Company determines
                that any compensation or benefits payable or provided under this
                Letter
                Agreement may be subject to Section 409A, the Company may adopt (without
                any obligation to do so or to indemnify you for failure to do so)
                such
                limited amendments to this Letter Agreement and appropriate policies
                and
                procedures, including amendments and policies with retroactive effect,
                that the Company reasonably determines are necessary or appropriate
                to (a)
                exempt the compensation and benefits payable under this Letter Agreement
                from Section 409A and/or preserve the intended tax treatment of the
                compensation and benefits provided with respect to this Letter Agreement
                or (b) comply with the requirements of Section 409A; provided,
                however, that the foregoing shall not reduce the total compensation
                to
                which you are entitled hereunder. Notwithstanding anything herein
                to the
                contrary, if at the time of your termination of employment you are
                a
                “specified employee” as defined in Section 409A (and any related
                regulations or other pronouncements thereunder) and the deferral
                of any
                payments otherwise payable hereunder as a result of such termination
                of
                employment is necessary in order to prevent any accelerated or additional
                tax under Section 409A, then the Company shall defer such payments
                (without any reduction in such payments ultimately paid or provided
                to
                you) until the date that is six months following your termination
                of
                employment (or the earliest date as is permitted under Section
                409A).

            


    

     

    
      	
              7.

            	
              Severance
                Payments and Benefits.
                Section 7(b)(i) and 7(c)(i) of the 2003 Employment Agreement shall
                be
                amended to include as required severance payments (a) all Extension
                Signing Bonuses; (b) all Service Bonuses; and (c) all Additional
                Performance Bonuses, each as provided herein.


            


    

     

    


     

    [signature
      page follows]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Please
      indicate your acceptance of the terms and provisions of this Letter Agreement
      by
      signing both copies of this Letter Agreement and returning one copy to me.
      The
      other copy is for your files. By signing below, you acknowledge and agree that
      you have carefully read this Letter Agreement in its entirety; fully understand
      and agree to its terms and provisions; and intend and agree that it be final
      and
      legally binding on you and the Company. This Letter Agreement shall be governed
      and construed under the internal laws of the State of New York and may be
      executed in several counterparts.

     

    Very
      truly yours,

     

     

    ____________________________

    Lew
      Frankfort 

     

    Chairman
      and CEO

     

     

    Agreed
      and Accepted:

     

     

    ____________________________

    Reed
      Krakoff