EX-10.10: 2000 STOCK INCENTIVE PLAN




EXHIBIT 10.10


COACH, INC.

2000 STOCK INCENTIVE PLAN

(Amended and Restated as of September 4, 2001)



         The Coach, Inc. 2000 Stock Incentive Plan was originally approved by the
Board of Directors of Coach, Inc. on June 23, 2000 and was originally approved
by the stockholders of Coach, Inc. on June 29, 2000. 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 September
4, 2001. This amendment and restatement constitutes a complete amendment,
restatement and continuation of the Coach, Inc. 2000 Stock Incentive Plan.



ARTICLE I — PURPOSES



         The purposes of the Coach, Inc. 2000 Stock Incentive Plan are to promote
the interests of the Company and its stockholders by strengthening the
Company’s ability to attract and retain highly competent officers and
employees, and to provide a means to encourage stock ownership and proprietary
interest in the Company. The Stock Incentive Plan is intended to provide Plan
participants with stock-based incentive compensation which is not subject to
the deduction limitation rules prescribed under Section 162(m) of the Internal
Revenue Code of 1986, as amended (the “Code”), and, when applicable should be
construed to the extent possible as providing for remuneration which is
“performance-based compensation” within the meaning of Section 162(m) of the
Code and the regulations promulgated thereunder.



ARTICLE II — DEFINITIONS



         Unless the context clearly indicates otherwise, the following terms shall
have the following meanings:



         (a) 
“Award ” means, individually or in the aggregate, an award granted to a
Participant under the Plan in the form of an Option, a Stock Award, or an SAR,
or any combination of the foregoing.



         (b) 
“Board ” means the Board of Directors of Coach, Inc.



         (c) 
“Change of Control ” has the meaning set forth in Article X.



         (d) 
“Committee ”  means the Compensation and Employee Benefits Committee of
the Board, a subcommittee thereof, or such other committee as may be appointed
by the Board. The Committee shall be comprised of three (3) or more members of
the Board, each of whom is both a “non-employee director” under Rule 16b-3 of
the Exchange Act and an “outside director” under Section 162(m) of the Code.



         (e) 
“Company ” means Coach, Inc., a Maryland corporation, or any entity
that is directly or indirectly controlled by Coach, Inc. and its subsidiaries.



         (f)
“Exchange Act ” means the Securities Exchange Act of 1934, as amended.



 





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P>         (g) 
“Fair Market Value ” means the average of the highest and lowest sale
prices of a Share on the New York Stock Exchange Composite Transactions Tape on
the date of determination, provided that if there should be no sales of Shares
reported on such date, the Fair Market Value of a Share on such date shall be
the average of the highest and lowest sale prices of a Share on such Composite
Tape for the last preceding date on which sales of Shares were reported and,
provided further, that the Fair Market Value of Shares on the date on which the
Company first issues Shares to the public that are required to be registered
under the Exchange Act (the “IPO”) shall be the initial offering price of
Shares on such date. In the event that Shares are not traded on the New York
Stock Exchange as of a given date, the Fair Market Value of a Share as of such
date shall be established by the Committee acting in good faith.



         (h) 
“Incentive Stock Option ” means a stock option that complies with
Section 422 of the Code, or any successor law.



         (i) 
“Non-Qualified Stock Option ” means a stock option that does not meet
the requirements of Section 422 of the Code, or any successor law.



         (j) 
“Option ” means an option awarded under Article VI to purchase Shares.
An option may be either an Incentive Stock Option or a Non-Qualified Stock
Option, as determined by the Committee in its sole discretion.



         (k) 
“Participant ” means any of the following individuals designated by the
Committee as eligible to receive an Award or Awards under the Plan: (i) an
officer or key employee of the Company at or above the “director” level, (ii)
all other employees of the Company, including, but not limited to, Regional
Managers, District Managers, Area Managers and Store Managers in the Company’s
Retail Division, (iii) a person expected to become an employee of the Company,
or (iv) a former officer or employee of the Company for the purposes of
adjustments to Awards pursuant to Article V(b) of the Plan. Notwithstanding
the foregoing, an employee of the Company who terminated employment prior to
the Company’s IPO shall not be eligible to receive new Awards under the Plan,
except to the extent such employee is subsequently rehired by the Company and
is eligible to become a Participant in the Plan under (i), (ii) or (iii) above.



         (l) 
“Plan ” means this Coach, Inc. 2000 Stock Incentive Plan, as amended
and restated effective as of September 4, 2001, and as may be further amended
from time to time.



         (m) 
“Prior Plans ” means the Sara Lee Corporation 1989 Incentive Stock
Plan, the Sara Lee Corporation 1995 Long-Term Incentive Stock Plan, the Sara
Lee Corporation 1998 Long-Term Incentive Plan and the Sara Lee Corporation
Share 2000 Global Stock Plan, as they may be amended and restated from time to
time.



         (n) 
“SAR” means a stock appreciation right.



         (o) 
“Shares ” means shares of Coach, Inc. common stock, par value $0.01 per
share.



         (p) 
“Stock Award ” means an Award made under Article VI(a)(iii).


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ARTICLE III — EFFECTIVE DATE AND DURATION



         The Plan became effective on June 29, 2000, the date it was approved by
the sole stockholder of the Company, and was amended and restated in its
entirety effective as of September 4, 2001. Unless sooner terminated by the
Board, the Plan shall expire when Shares are no longer available for the grant,
exercise or settlement of Awards.


ARTICLE IV — ADMINISTRATION



         The Committee shall be responsible for administering the Plan, and shall
have full power to interpret the Plan and to adopt such rules, regulations and
guidelines for carrying out the Plan as it may deem necessary or appropriate.
This power includes, but is not limited to, selecting Award recipients,
establishing all Award terms and conditions, adopting procedures and
regulations governing Awards, and making all other determinations necessary or
advisable for the administration of the Plan. In no event, however, shall the
Committee have the power to cancel outstanding Options or SARs for the purpose
of replacing or regranting such Options or SARs with a purchase price that is
less than the purchase price of the original Option or SAR. All decisions made
by the Committee shall be final and binding on all persons.


         The Committee may delegate some or all of its power to the Chairman and
Chief Executive Officer or other executive officer of the Company as the
Committee deems appropriate; provided, that (i) the Committee may not delegate
its power with regard to the grant of an Award to any person who is a “covered
employee” within the meaning of Section 162(m) of the Code or who, in the
Committee’s judgment, is likely to be a covered employee at any time during the
period an Award to such employee would be outstanding and (ii) the Committee
may not delegate its power with regard to the selection for participation in
the Plan of an officer or other person subject to Section 16 of the Exchange
Act or decisions concerning the timing, pricing or amount of an Award to such
an officer or other person.


ARTICLE V — AVAILABLE SHARES



         (a)  Limitations - Subject to Article V(b) of the Plan, the aggregate
number of Shares which may be delivered to participants under the Plan shall be
seven-million four-hundred thousand seven-hundred and ninety-two (7,400,792)
Shares, reduced by the aggregate number of Shares which become subject to
outstanding Awards; provided, that the number of Shares subject to Awards that
are granted in substitution of an option or other award (a “Substitute Award”)
issued under the Prior Plans or by an entity acquired by (or whose assets are
acquired by) the Company shall not reduce the number of Shares available under
the Plan. To the extent that Shares subject to an outstanding Award are not
delivered to a participant by reason of the expiration, termination,
cancellation or forfeiture of such award or by reason of the tendering or
withholding of Shares to satisfy all or a portion the tax withholding
obligations relating to an Award, and to the extent Shares are purchased by the
Company with the amount of cash obtained upon the exercise of Options, then
such Shares shall not be deemed to have been delivered for purposes of
determining the maximum number of Shares available for delivery under the Plan.
If the exercise price of any Option granted under the Plan or any Prior Plan
is satisfied by tendering Shares (by actual delivery or attestation), only the
number of Shares issued to the


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 participant net of the Shares tendered shall be deemed to be delivered for
purposes of determining the maximum number of Shares available for delivery
under the Plan.


         The aggregate number of Shares that may be used in settlement or payment
of Stock Awards is one-million four hundred eighty-thousand one-hundred and
fifty-eight (1,480,158) Shares. The number of Shares for which Awards may be
granted to any person over the term of the Plan shall not exceed one-
one-million four hundred eighty-thousand one-hundred and fifty-eight
(1,480,158) Shares; provided, that such limit shall be five-hundred thousand
(500,000) Shares with respect to the calendar year in which such person begins
service as the Chief Executive Officer of the Company; and provided, further,
that neither limit shall include any Restoration Options and the number of
Shares for which Restoration Options may be granted to any person in any
calendar year shall not exceed five-hundred thousand (500,000) Shares. Issued
Shares shall consist of authorized and unissued Shares, or treasury Shares, and
no fractional Shares shall be issued. Cash may be paid in lieu of any
fractional Shares in settlement of Awards.


         (b)  Adjustments - 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, such proportionate adjustments, if any, as the Committee in its
discretion may deem appropriate to reflect such change or event shall be made
with respect to the number and class of securities available under the Plan,
the limits under Article V(a), the number and class of securities subject to
each outstanding Option and the purchase price per security, the terms of each
outstanding SAR, and the number and class of securities subject to each
outstanding Stock Award shall be appropriately adjusted by the Committee, such
adjustments to be made in the case of outstanding Options without an increase
in the aggregate purchase price. If any such adjustment would result in a
fractional security being (a) available under the Plan, such fractional
security shall be disregarded, or (b) subject to an Award, the Company shall
pay the holder of such Award, in connection with the first vesting, exercise or
settlement of such award in whole or in part occurring after such adjustment,
an amount in cash determined by multiplying (i) the fraction of such security
(rounded to the nearest hundredth) by (ii) the excess, if any, of (A) the Fair
Market Value on the vesting, exercise or settlement date over (B) the exercise
price, if any, of such Award.


ARTICLE VI — AWARDS



         (a)  General - The Committee shall determine the type or types of Award(s)
to be made to each Participant. Awards may be granted singly, in combination
or in tandem, and either individually or on the basis of designated groups or
categories. In the sole discretion of the Committee, Awards also may be made
in combination or in tandem with, in replacement of, as alternatives to, or as
the payment form for grants or rights under the Prior Plans or any other
compensation plan of the Company, including a plan of any entity acquired by
(or whose assets are acquired by) the Company. The types of Awards that may be
granted under the Plan are:


                  (i) Options - An Option shall represent the right to purchase a specified
number of Shares during a specified period up to ten (10) years as determined
by the Committee. The purchase price per Share for each Option shall not be
less than one-hundred


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 percent (100%) of the Fair Market Value on the date of grant; provided,
that a Substitute Award may be granted with a purchase price per Share that is
intended to preserve the economic value of the award being replaced. If an
Option is granted retroactively in substitution for an SAR, the Fair Market
Value in the Award agreement may be the Fair Market Value on the grant date of
the SAR. An Option may be in the form of an Incentive Stock Option, or a
Non-Qualified Stock Option, as determined by the Committee; provided that
Founders’ Grants shall always be Non-Qualified Stock Options. The Shares
covered by an Option may be purchased, in accordance with the applicable Award
agreement, by cash payment or such other method permitted by the Committee,
including (i) tendering (either actually or by attestation) Shares owned at
least six (6) months, valued at the Fair Market Value at the date of exercise;
(ii) authorizing a third party to sell the Shares (or a sufficient portion
thereof) acquired upon exercise of an Option, and assigning the delivery to the
Company of a sufficient amount of the sale proceeds to pay for all the Shares
acquired through such exercise and any tax withholding obligation resulting
from such exercise, or (iii) any combination of the above. The Committee may
grant Options that provide for the grant of a restoration option (“Restoration
Options”) if the exercise price and tax withholding obligations are satisfied
by tendering (either actually or by attestation) Shares to, or having Shares
withheld by, the Company. The Restoration Option would cover the number of
Shares tendered or withheld, would have an option purchase price per Share set
at the market price of the shares tendered or withheld as described in the
previous sentence (determined, if applicable, as the price at which such shares
are sold into the market), and would have a term equal to the remaining term of
the original Option. No person may be granted Restoration Options more than
twice in any calendar year.


                  (ii) SARs - An SAR shall represent a right to receive a payment, in cash,
Shares or a combination, equal to the excess of the Fair Market Value of a
specified number of Shares on the date the SAR is exercised over the Fair
Market Value on the grant date of the SAR, as set forth in the Award agreement,
except that if an SAR is granted retroactively in substitution for an Option,
the designated Fair Market Value in the Award agreement may be the Fair Market
Value on the grant date of the Option.


                  (iii) Stock Awards - A Stock Award shall represent an Award made in or
valued in whole or in part by reference to Shares, such as performance shares
or units or phantom shares or units. Stock Awards may be payable in whole or
in part in Shares. All or part of any Stock Award may be subject to conditions
and restrictions established by the Committee and set forth in the Award
agreement or other plan or document, which may include, but are not limited to,
continuous service with the Company and/or the achievement of one or more
performance goals. The performance criteria that may be used by the Committee
in granting Stock Awards contingent on performance goals shall consist of total
stockholder return, appreciation in the fair market value of the Company’s
stock, net sales growth, net revenue, EBITDA, gross margin, cost reductions or
savings, funds from operations, operating income, income before income taxes,
net income, income per share (basic or diluted), earnings per share (basic or
diluted) profitability as measured by return ratios, including return on
invested capital, return on equity, return on sales and return on investment,
cash flows, market share or cost reduction goals. The Committee may select one
criterion or multiple criteria for measuring performance, and the measurement
may be based on Company or business unit performance, or based on comparative
performance with other companies.


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ARTICLE VII — DIVIDENDS AND DIVIDEND EQUIVALENTS



         The Committee may provide that any Awards under the Plan earn dividends or
dividend equivalents. Such dividends or dividend equivalents may be paid
currently or may be credited to a Participant’s account under a deferred
compensation plan maintained by the Company (to the extent permitted under such
deferred compensation plan). Any crediting of dividends or dividend
equivalents may be subject to such restrictions and conditions as the Committee
may establish, including reinvestment in additional Shares or Share
equivalents.


ARTICLE VIII — PAYMENTS AND PAYMENT DEFERRALS



         Payment of Awards may be in the form of cash, Shares, other Awards or
combinations thereof as the Committee shall determine, and with such
restrictions as it may impose. The Committee, either at the time of grant or
by subsequent amendment, may require or permit Participants to elect to defer
the issuance of Shares or the settlement of Awards in cash under such rules and
procedures as it may establish. It also may provide that deferred settlements
include the payment or crediting of interest on the deferral amounts, or the
payment or crediting of dividend equivalents where the deferral amounts are
denominated in Share equivalents.


ARTICLE IX — TRANSFERABILITY



         Unless otherwise specified in an Award agreement, Awards shall not be
transferable or assignable other than by will or the laws of descent and
distribution or pursuant to beneficiary designation procedures approved by the
Company. The interests of Participants under the Plan are not subject to their
debts or other obligations and, except as may be required by the tax
withholding provisions of the Code or any state’s income tax act, or pursuant
to an agreement between a Participant and the Company, may not be voluntarily
sold, transferred, alienated, assigned or encumbered.


ARTICLE X — CHANGE OF CONTROL



         Immediately prior to any Change of Control (as defined below) all Options
and SARs previously granted to any Participant shall become fully vested and
exercisable and all restrictions with respect to any Stock Awards previously
granted to any Participant shall lapse. 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 exercise all Options and SARs and to deal with the Shares underlying all
Stock Awards so that all Awards 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.


         A “Change of Control” shall occur when:


                  (a) A “Person” (which term, when used in this Article X, shall have the
meaning it has when it is used in Section 13(d) of 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


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 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


                  (b) 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 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


                  (c) 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.


                  (d) For purposes of this Article X, (i) the term “Continuing Director”
means (A) 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 (B) 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 (ii) 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.


ARTICLE XI — AWARD AGREEMENTS



         Awards must be evidenced by an agreement (or rules, in the case of
Founders’ Grants or any “Employee Options” or “Executive Options” as defined in
the Written Consent of the Committee in Lieu of Special Meeting dated March 2,
2001) that sets forth the terms, conditions and limitations of such Award.
Such terms may include, but are not limited to, the term of the Award, the
provisions applicable in the event the Participant’s employment terminates, and
the Company’s authority to unilaterally or bilaterally amend, modify, suspend,
cancel or rescind any Award. The Committee need not require the execution of
any such agreement by a Participant, in which case acceptance of the Award by
the respective Participant shall constitute agreement by the Participant to the
terms of the Award.


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ARTICLE XII — AMENDMENTS



         The Board may amend the Plan at any time as it deems necessary or
appropriate, subject to any requirement of stockholder approval required by
applicable law, rule or regulation, including Section 162(m) and Section 422 of
the Code; provided, however, that no amendment shall be made without
stockholder approval if such amendment would increase the maximum number of
Shares available under the Plan (subject to Article V(b)), or effect any change
inconsistent with Section 422 of the Code. No amendment may impair the rights
of a holder of an outstanding Award without the consent of such holder. The
Board may suspend the Plan or discontinue the Plan at any time; provided, that
no such action shall adversely affect any outstanding Award.


ARTICLE XIII — MISCELLANEOUS PROVISIONS



         (a)  Employment Rights - The Plan does not constitute a contract of
employment and participation in the Plan will not give a Participant the right
to continue in the employ or service of the Company on a full-time, part-time,
or any other basis. Participation in the Plan will not give any Participant
any right or claim to any benefit under the Plan, unless such right or claim
has specifically accrued under the terms of the Plan.


         (b)  Governing Law - Except to the extent superseded by the laws of the
United States, the laws of the State of Maryland, without regard to its
conflict of laws principles, shall govern in all matters relating to the Plan.


         (c)  Severability - In the event any provision of the Plan shall be held to
be illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if such illegal or invalid provisions had never been contained in
the Plan.


         (d)  Withholding – The Company shall have the right to withhold from any
amounts payable under the Plan all federal, state, foreign, city and local
taxes as shall be legally required using statutory rates.


         (e)  Effect on Other Plans or Agreements - Payments or benefits provided to
a Participant under any stock, deferred compensation, savings, retirement or
other employee benefit plan are governed solely by the terms of such plan.


         (f)  Foreign Employees - Without amending the Plan, the Committee may grant
awards to eligible persons who are foreign nationals on such terms and
conditions different from those specified in the Plan as may, in the judgment
of the Committee, be necessary or desirable to foster and promote achievement
of the purposes of the Plan and, in furtherance of such purposes, the Committee
may make such modifications, amendments, procedures, subplans and the like as
may be necessary or advisable to comply with provisions of laws in other
countries or jurisdictions in which the Company or its subsidiaries operates or
has employees.


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* * * * *



         I hereby certify that the Plan was originally approved by the Board of
Directors of Coach, Inc. on June 23, 2000 and was originally approved by the
stockholders of Coach, Inc. on June 29, 2000.


         I hereby certify that the Plan, as amended and restated in its entirety,
was approved by the by the Board of Directors of Coach, Inc., effective as of
September 4, 2001.


         Executed on this fourth day of September, 2001.



	 	

Carole P. Sadler

Secretary




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