COACH
                            2000 Stock Incentive Plan
                     Stock Option Grant Notice and Agreement

     [Name of Grantee]

     Coach,  Inc.  (the  "Company")  is pleased  to  confirm  that you have been
granted a stock option (an  "Option"),  effective as of [Grant Date] (the "Grant
Date"), as provided in this agreement (the "Agreement"):

     1.   Option Right. Your Option is to purchase,  on the terms and conditions
set forth below,  the  following  number of shares (the "Option  Shares") of the
Company's Common Stock,  par value $.01 per share (the "Common  Stock"),  at the
exercise price specified below (the "Exercise Price").

                       Number of Option Shares   Exercise Price Per Option Share
     Shares Granted      [# Options Granted]            [Exercise Price]

     2.   Option.  This Option is a non-qualified  stock option that is intended
to conform in all respects with the  Company's  2000 Stock  Incentive  Plan (the
"Plan"),  a copy of which will be  supplied  to you upon your  request,  and the
provisions of which are  incorporated  herein by  reference.  This Option is not
intended to qualify as an incentive  stock option  within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended.

     3.   Expiration  Date. This Option expires on the tenth (10th)  anniversary
of the Grant Date (the "Expiration  Date"),  subject to earlier  expiration upon
your death, disability or other termination of employment, as provided below.

     4.   Vesting.  This  Option  may be  exercised  only to the  extent  it has
vested.  Subject to sections 5 and 6 below, if you are continuously  employed by
the Company or any of its affiliates (collectively,  the "Coach Companies") from
the Grant Date until the first  anniversary of the Grant Date,  this Option will
vest  with  respect  to  one-third  (1/3)  of the  Option  Shares,  and on  each
subsequent anniversary of the Grant Date on which you continue to be employed by
the  Coach  Companies,  your  Option  will vest with  respect  to an  additional
one-third (1/3) of the Option Shares.

     In the event of a sale, closing or spin-off of a division, business unit or
other  component  of the Company  affecting  you,  all  Options of the  affected
employees will vest as of the closing date of the transaction,  unless otherwise
determined  by the  Committee,  as  defined  in  Article  II of the  Plan.  This
provision  does not cover or include a  transaction  that would be  considered a
Change of Control as defined in Article X of the Plan.


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     Immediately  prior to a Change of  Control  as  defined in Article X of the
Plan this  Option will fully vest with  respect to all of the Option  Shares not
otherwise vested.

     5.   Death, Total Disability or Retirement.  If you cease active employment
with the Coach Companies because of your death or Permanent and Total Disability
(as  defined  below),  this Option will vest as of the date of death or the date
you are  determined to be Permanently  and Totally  Disabled and the last day on
which this Option may be exercised is the earlier of (a) the Expiration Date, or
(b)  five (5)  years  after  the  date of your  death  or  Permanent  and  Total
Disability.  For purposes of the  foregoing,  "Permanent  and Total  Disability"
means  that you are  unable to engage in any  substantial  gainful  activity  by
reason of any medically  determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a
continuous period of not less than twelve months.

     In the  case of your  Retirement  (as  defined  below),  this  Option  will
continue to vest in  accordance  with the  schedule  set forth in section 4, and
will be exercisable  until the  Expiration  Date. For purposes of the foregoing,
"Retirement" shall mean your voluntary  departure from employment with the Coach
Companies if either: (1) you have attained age 65 and five years of service with
the Coach  Companies  or (2) you have  attained  age 55 and ten years of service
with the Coach Companies.

     6.   Involuntary Termination, Voluntary Termination and Non-Severance Event
Termination.

          (a)  Involuntary  and  Constructive  Terminations.  If your employment
     with the Coach  Companies  is  terminated  and you are  eligible to receive
     severance  benefits under any written severance plan of the Coach Companies
     (collectively, a "Severance Event Termination"),  this Option will continue
     to  vest  during  your  severance  period  as  defined  in  your  severance
     agreement,  and the last day on which this Option may be  exercised  is the
     earlier of (i) the Expiration Date, or (ii) ninety (90) days after the last
     day of your severance  period;  provided,  that if your employment with the
     Coach Companies is terminated due to poor performance, as determined in the
     sole  discretion of the Committee,  the portion of this Option that has not
     yet vested on the date your employment terminates will be forfeited and the
     last day on which the vested portion of this Option may be exercised is the
     earlier of (i) the Expiration  Date, or (ii) the last day of your severance
     period.

          (b)  Voluntary  Termination and Non-Severance  Event  Termination.  If
     your employment terminates (i) for reasons other than your death, permanent
     and total  disability,  or retirement  (as described in section 5) and (ii)
     such  termination  is not a Constructive  Termination or a Severance  Event
     Termination (i.e., you voluntarily terminate your employment with the Coach
     Companies  or  your  employment  is  terminated  by  Coach  and you are not
     eligible for severance pay under the Company's  written  severance  plans),
     then the  portion of this  Option  that has not yet vested on the date your
     employment  terminates  will be  forfeited  and the vested  portion of this


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     Option  shall  terminate  ninety  (90)  days  following  the  date  of your
     termination  of  employment;  provided,  that  if your  termination  by the
     Company is for Cause,  then this Option  shall  terminate  on the date your
     employment terminates.  For purposes of this Agreement,  "Cause" shall mean
     fraud,  misappropriation,  embezzlement or other act of material misconduct
     against the Coach  Companies;  substantial  and  willful  failure to render
     services  in  accordance  with the  terms of your  duties  as an  employee,
     provided that (A) a demand for  performance  of services had been delivered
     to you at least thirty (30) days prior to your termination  identifying the
     manner in which you have failed to perform and (B)  thereafter  you fail to
     remedy  such  failure to perform;  conviction  of or plea of guilty or nolo
     contendere to a felony; or violation of any business standards  established
     by the Company.

     7.   Exercise.  This Option may be exercised  (subject to the  restrictions
contained  in this  Agreement)  in  whole or in part for the  number  of  shares
specified  (which in all cases  must be at least the lesser of  two-hundred  and
fifty (250) or the total  number of shares  outstanding  under this Option) in a
verbal or written  notice that is  delivered  to the  Company or its  designated
agent and is  accompanied  by full payment of the Exercise Price for such number
of Option  Shares in cash.  Subject  to  section 1 above,  this  Option  will be
considered  exercised on the date on which (a) your verbal or written  notice of
exercise and (b) your payment of the Exercise Price,  have both been received by
the Company or its designated agent.

     8.   Forfeiture.  Notwithstanding  anything  contained in this Agreement to
the contrary,  if your employment with the Company is terminated for Cause or if
you engage in any activity inimical, contrary or harmful to the interests of the
Coach  Companies  during your employment with the Coach Companies or at any time
during the period  ending  one (1) year  after  your  employment  with the Coach
Companies  terminates,  including but not limited to: (a) competing  directly or
indirectly  (either as owner,  employee or agent of a  Competitive  Business (as
defined below)) with any of the businesses of the Coach  Companies,  (b) making,
directly or indirectly,  a five percent (5%) or more investment in a Competitive
Business, or any new luxury accessories business that competes directly with the
existing or planned  product  lines of the Coach  Companies,  (c)  violating any
business  standards  established  by the Company,  (d) soliciting any present or
future  employees  or  customers  of  the  Coach  Companies  to  terminate  such
employment or business  relationship(s) with the Coach Companies, (e) disclosing
or misusing any confidential  information regarding the Coach Companies,  or (f)
participating  in any activity  not approved by the Board of Directors  which is
reasonably likely to contribute to or result in a Change of Control,  as defined
in Article X of the Plan (such  activities  to be  collectively  referred  to as
"Wrongful Conduct"), then (i) this Option, to the extent it remains unexercised,
shall  terminate  automatically  on the date on which you first  engaged in such
Wrongful Conduct or the date your employment terminates for Cause,  whichever is
applicable, and (ii) you shall pay to the Company in cash any Financial Gain (as
defined  below) you  realize  from  exercising  all or a portion of this  Option
within the six (6) month period  immediately  preceding such Wrongful Conduct or
termination.  For the two (2) year  period  following  a Change of  Control,  as
defined in Article X of the Plan,  items (a),  (b) and (f) shall not  constitute
Wrongful Conduct.


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     For purposes of this section:  (a)  "Financial  Gain" shall equal,  on each
date of exercise  during the six (6) month  period  immediately  preceding  such
Wrongful Conduct or termination, the difference between the fair market value of
the Common Stock on the date of exercise and the Exercise  Price,  multiplied by
the number of shares Common Stock  purchased  pursuant to the exercise  (without
reduction  for any shares of Common Stock  surrendered  or attested to); and (b)
"Competitive  Business"  means any entity that the  Committee  designates in its
sole  discretion as an entity that  competes  with any of the  businesses of the
Coach Companies; provided, that only twenty (20) entities shall be designated as
Competitive  Businesses at one time;  provided  further,  that the Committee may
change its  designation of Competitive  Businesses at any time but any change in
Competitive  Businesses  shall  not  be  effective  after  your  termination  of
employment. The following entities, together with their respective subsidiaries,
parent entities and other  affiliates,  have been designated by the Committee as
Competitive  Businesses:   Burberry  Limited;  Cole  Hahn;  Dooney  and  Bourke;
Ferragamo; GAP, Inc.; Gucci Group; Hermes International;  J. Crew; Jones Apparel
Group;  Kate  Spade;  Kenneth  Cole  Productions;   Limited  Brands,  Inc.;  Liz
Claiborne;  LVMH;  Prada;  Polo Ralph Lauren;  Timberland;  Tod's S.p.A.;  Tommy
Hilfiger; Tumi.

     By accepting this Option,  you consent to and authorize the Coach Companies
to deduct from any amounts payable by the Coach Companies to you any amounts you
owe to the Company under this  section.  This right of set-off is in addition to
any other  remedies  the  Company  may have  against you for your breach of this
Agreement.  Your  obligations  under this section shall be  cumulative  (but not
duplicative)  of any  similar  obligations  you have  under  this  Agreement  or
pursuant to any other agreement with the Company.

     9.   Rights as a Stockholder.  You will have no right as a stockholder with
respect to any Option  Shares until and unless  ownership of such Option  Shares
has been transferred to you.

     10.  Options  Not  Transferable.  This  Option  will not be  assignable  or
transferable  by you, other than by a qualified  domestic  relations order or by
will or by the laws of descent and distribution,  and will be exercisable during
your lifetime only by you (or your legal  guardian or personal  representative).
If this Option remains  exercisable  after your death,  subject to sections 1, 5
and 7 above, it may be exercised by the personal  representative  of your estate
or by any person who  acquires  the right to  exercise  such  Option by bequest,
inheritance or otherwise by reason of your death.

     11.  Transferability  of Option Shares.  Option Shares generally are freely
tradable in the United  States.  However,  you may not offer,  sell or otherwise
dispose of any Option  Shares in a way which  would:  (a) require the Company to
file any registration  statement with the Securities and Exchange Commission (or
any similar filing under state law or the laws of any other country) or to amend


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or supplement any such filing or (b) violate or cause the Company to violate the
Securities  Act of 1933,  as  amended,  the  rules and  regulations  promulgated
thereunder,  any other state or federal  law, or the laws of any other  country.
The Company reserves the right to place  restrictions  required by law on Common
Stock received by you pursuant to this Option.

     12.  Conformity  with the Plan.  This  Option is intended to conform in all
respects  with,   and  is  subject  to  applicable   provisions  of,  the  Plan.
Inconsistencies  between  this  Agreement  and the  Plan  shall be  resolved  in
accordance with the terms of the Plan. By your acceptance of this Agreement, you
agree to be bound by all of the terms of this Agreement and the Plan.

     13.  No Rights to Continued  Employment.  Nothing in this Agreement confers
any right on you to continue in the employ of the Coach  Companies or affects in
any way the right of any of the Coach  Companies to terminate your employment at
any time with or without cause.

     14.  Miscellaneous.

          (a)  Amendment  or   Modifications.   The  grant  of  this  Option  is
     documented  by the minutes of the  Committee,  which  records are the final
     determinant  of the number of shares  granted  and the  conditions  of this
     grant.  The  Committee may amend or modify this Option in any manner to the
     extent  that the  Committee  would  have had the  authority  under the Plan
     initially  to  grant  such  Option,  provided  that  no such  amendment  or
     modification  shall  directly or indirectly  impair or otherwise  adversely
     affect your rights under this Agreement without your consent.  Except as in
     accordance with the two immediately preceding sentences, this Agreement may
     be  amended,  modified or  supplemented  only by an  instrument  in writing
     signed by both parties hereto.

          (b)  Governing   Law.  All  matters   regarding   or   affecting   the
     relationship of the Company and its  stockholders  shall be governed by the
     General Corporation Law of the State of Maryland. All other matters arising
     under this Agreement shall be governed by the internal laws of the State of
     New York,  including matters of validity,  construction and interpretation.
     You and the  Company  agree  that all  claims in  respect  of any action or
     proceeding  arising out of or relating to this Agreement  shall be heard or
     determined in any state or federal court sitting in New York,  New York and
     you and the Company agree to submit to the jurisdiction of such courts,  to
     bring all such  actions  or  proceedings  in such  courts  and to waive any
     defense  of  inconvenient  forum to such  actions or  proceedings.  A final
     judgment in any action or proceeding so brought shall be conclusive and may
     be enforced in any manner provided by law.

          (c)  Successors and Assigns. Except as otherwise provided herein, this
     Agreement will bind and inure to the benefit of the  respective  successors
     and permitted  assigns and heirs and legal  representatives  of the parties
     hereto whether so expressed or not.


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<PAGE>

          (d)  Severability. Whenever feasible, each provision of this Agreement
     will be  interpreted  in such  manner as to be  effective  and valid  under
     applicable  law,  but if any  provision  of  this  Agreement  is held to be
     prohibited  by or invalid under  applicable  law,  such  provision  will be
     ineffective only to the extent of such  prohibition or invalidity,  without
     invalidating the remainder of this Agreement.


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<PAGE>


     In witness  whereof,  the parties  hereto have executed and delivered  this
agreement.

                                        COACH, INC.


                                        By:
                                           -------------------------------------
                                        Felice Schulaner
                                        Senior Vice President of Human Resources

                                        Date:
                                             -----------------------------------



         I acknowledge that I have read and understand the terms and conditions
of this Agreement and of the Plan and I agree to be bound thereto.

                                        OPTIONEE:



                                        ----------------------------------------
                                        [Name of Grantee]

                                        SSN:
                                             -----------------------------------

                                        Date:
                                             -----------------------------------

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