EX-10.11: EXECUTIVE DEFERRED COMPENSATION PLAN




EXHIBIT 10.11



COACH, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

(Amended and Restated as of August      , 2001)



Article I

Introduction



         1.1 The Plan and Its Effective Date. The Coach, Inc. Executive Deferred
Compensation Plan was originally established as of June 1, 2000 (the “Effective
Date”). In furtherance of the purposes of said plan and in order to amend said
plan in certain respects, the plan has been amended and restated in its
entirety, effective as of August      , 2001. Such amendment and restatement
constitutes a complete amendment, restatement and continuation of the Coach,
Inc. Executive Deferred Compensation Plan (as amended and restated, the
“Plan”).


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


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


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


Article II

Participation and Deferral Elections



         2.1 Eligibility and Participation. Subject to the conditions and
limitations of the Plan, all officers and other key employees of the Company
designated by the Administrator shall be eligible to participate in the Plan
(“Eligible Employees”). Any Eligible Employee who makes a Deferral Election as
described in Section 2.2 below shall become a participant in the


 








 Plan (“Participant”) and shall remain a Participant until the entire
balance of his Deferral Account (defined in Section 3.1 below) is distributed
to him.


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


Article III

Deferral Accounts



         3.1 Deferral Accounts. All amounts deferred pursuant to a Participant’s
Deferral Elections under the Plan shall be allocated to a bookkeeping account
in the name of the Participant (“Deferral Account”) and the Administrator shall
maintain a separate subaccount under a Participant’s Deferral Account for each
Deferral. Deferrals shall be credited to the Deferral Account as of the
Deferral Crediting Date coinciding with or next following the date on which, in
the absence of a Deferral Election, the Participant would otherwise have
received the Deferral. A “Deferral Crediting Date” shall mean (1) in the case
of deferrals of annual or other


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 periodic bonus payments, the business day on which such bonus payments are
made, and (2) in the case of deferrals of all other types of payments, the
business day coinciding with or next following the 15th day of each calendar
month and the business day coinciding with or next following the last day of
each calendar month.


         3.2 Investment of Deferral Account.


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


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


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


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 such date divided by the total of the payments to be made. Deferred Stock
Units shall not have voting rights.


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


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


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


         (b)  All investments in the Stock Equivalent Account shall be irrevocable.


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


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


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


Article IV

Payment of Benefits



         4.1 Time and Method of Payment. Payment of a Participant’s Deferral shall
be made in a single lump sum or shall commence in installments as elected by
the Participant in the Deferral Election. A Participant may make a one-time
election after the original Deferral Election to change the method of payment
elected by the Participant; provided, that such election shall not be effective
unless the election to change the method of payment is received by the


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


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


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


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


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


         (a)  the Participant’s spouse;


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

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         (c)  the Participant’s estate.


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


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


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


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


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


         4.11 Payment Upon Bankruptcy Liquidation. Notwithstanding anything
contained in the Plan to the contrary, in the event that the Company is
liquidated in bankruptcy, (a) no distributions from the Plan shall be made in
shares of Common Stock and (b) distributions to a Participant shall be made in
cash in an amount determined by multiplying each Deferred Stock Unit in the
Participant’s Deferral Account by the Market Value of Common Stock on the date
such Deferred Stock Unit was first credited to the Participant’s Deferral
Account.


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Article V

Miscellaneous



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


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


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


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


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


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


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


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


Article VI

Employer Participation



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


Article VII

Amendment and Termination



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


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


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


* * * * *




	 	 	I hereby certify that the Plan was originally established effective as of
June 1, 2000. I hereby certify that the Plan, as amended and restated in its
entirety, was approved by the Board of Directors of Coach, Inc., effective as
of August      , 2001.



         Executed on this       day of August, 2001.



	 	

Carole P. Sadler, Secretary




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