EX-10.12: PERFORMANCE-BASED ANNUAL INCENTIVE PLAN




EXHIBIT 10.12



COACH, INC.

PERFORMANCE-BASED ANNUAL INCENTIVE PLAN



ARTICLE I — PURPOSE OF THE PLAN



         The purpose of the Coach, Inc. Performance-Based Annual Incentive Plan is
to advance the interests of Coach, Inc. and its stockholders by providing
certain of its key executives with annual incentive compensation which is tied
to the achievement of pre-established and objective performance goals. The
Plan is intended to provide participants with annual 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
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.     “Board” means the Board of Directors of Coach, Inc.


         b.     “Committee” means the Compensation and Employee Benefits Committee of
the Board of Directors, a subcommittee thereof, or such other committee as may
be appointed by the Board of Directors. The Committee shall be comprised of
two (2) or more non-employee members of the Board of Directors who shall
qualify to administer the Plan as “disinterested directors” under Rule 16b-3 of
the Securities Exchange Act of 1934, as amended, and as “outside directors”
under Section 162(m) of the Code.



         c.     “Corporation” means Coach, Inc., or any entity that is directly or
indirectly controlled by Coach, Inc.


         d.     “Plan” means the Coach, Inc. Performance-Based Annual Incentive Plan,
as may be amended and restated from time to time.


         e.     “Participant” means (i) a “covered employee” as defined in Section
162(m) of the Code and the regulations promulgated thereunder, who has been
selected by the Committee as a participant in the Plan during a Performance
Period and (ii) each other employee who has been selected by the Committee as a
participant in the Plan during a Performance Period.


         f.     “Performance Award” means an award granted pursuant to the terms of
Article IV of this Plan.


         g.     “Performance Goal” means the performance goal and payout schedules
established by the Committee for a Participant (or group of Participants) no
later than ninety (90)


 








 days after the commencement of each Performance Period which relates to
one or more of the following performance measures of the Corporation and/or its
affiliates: cash flow, net income, pre-tax income, net revenue, EBITDA,
operating income, diluted earnings per share, earnings per share, gross margin,
return on sales, return on equity, return on investment, cost reductions or
savings, funds from operations, and/or appreciation in the fair market value of
the Corporation’s stock.


         h.     “Performance Period” means the Corporation’s fiscal year, or such other
period as designated by the Committee.


ARTICLE III — PLAN ADMINISTRATION



         The Committee shall have full discretion, power and authority to
administer and interpret the Plan and to establish rules and procedures for its
administration as the Committee deems necessary and appropriate. Any
interpretation of the Plan or other act of the Committee in administering the
Plan shall be final and binding on all Participants.


ARTICLE IV — PERFORMANCE AWARDS



         For each Performance Period, the Committee shall determine the amount of a
Participant’s Performance Award as follows:


         a.     General - Each Participant shall be eligible to receive a Performance
Award if the Participant’s Performance Goal for the Performance Period has been
achieved. The maximum amount of a Participant’s Performance Award, expressed
as a percentage of base salary, shall be set by the Committee prior to each
Performance Period; provided, however, that in no event shall a Participant’s
Performance Award exceed two million dollars ($2,000,000). The actual amount
of a Participant’s Performance Award may be reduced or eliminated by the
Committee as set forth in paragraph (b) below.


         b.     Reduction or Elimination of Performance Award - The Performance Award
for each Participant may be reduced or eliminated by the Committee in its sole
discretion; provided, however, that under no circumstances may the amount of
any Performance Award to any Participant be increased. In determining whether
a Performance Award will be reduced or eliminated, the Committee shall consider
any extraordinary changes which may occur during the Performance Period, such
as changes in accounting practices or applicable law, extraordinary items of
gain or loss, discontinued operations, restructuring costs, sales or
dispositions of assets and acquisitions, and shall consider such individual or
business performance criteria that it deems appropriate, including, but not
limited to, the Corporation’s cash flow, net income, pre-tax income, net
revenue, EBITDA, operating income, diluted earnings per share, earnings per
share, gross margin, return on sales, return on equity, return on investment,
cost reductions or savings, funds from operations, appreciation in the fair
market value of the Corporation’s stock, and other relevant operating and
strategic business results applicable to an individual Participant. Once the
Committee has determined the amount of a Participant’s Performance award
pursuant this


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 Article IV, and upon the certification required under Article V, the
Committee shall grant the Participant’s Performance Award pursuant to such
terms and procedures as the Committee shall adopt under Article III.


ARTICLE V — PAYMENT OF PERFORMANCE AWARDS



         Subject to any stockholder approval required by law, payment of any
Performance Award to a Participant for any Performance Period shall be made in
cash after written certification by the Committee that the Performance Goal for
the Performance Period was achieved, and any other material terms of the
Performance Award were satisfied. Any Performance Award may be deferred
pursuant to the terms and conditions of the Coach, Inc. Executive Deferred
Compensation Plan or a successor thereto.


ARTICLE VI — PLAN AMENDMENT AND TERMINATION



         The Committee may amend or terminate the Plan by resolution at any time as
it shall deem advisable, subject to any stockholder approval required by law,
provided that the Committee may not amend the Plan to change the method for
determining Performance Awards or the individual award limit under Article IV
without the approval of the majority of votes cast by stockholders in a
separate vote. No amendment may impair the rights of a Participant to any
Performance Award already granted with respect to any Performance Period.


ARTICLE VII — 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 of the Corporation 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 been granted by the Committee under the terms of the Plan.


         b.     Committee’s Decision Final - Any interpretation of the Plan and any
decision on any matter pertaining to the Plan which is made by the Committee in
its discretion in good faith shall be binding on all persons.


         c.     Gender and Number - Where the context permits, words in the masculine
gender shall include the feminine and neuter genders, the plural form of a word
shall include the singular form, and the singular form of a word shall include
the plural form.


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


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         e.     Interests Not Transferable - Any interests of Participants under the
Plan may not be voluntarily sold, transferred, alienated, assigned or
encumbered, other than by will or pursuant to the laws of descent and
distribution.


         f.     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.


         g.     Withholding - The Corporation will withhold from any amounts payable
under this Plan all federal, state, foreign, city and local taxes as shall be
legally required.


         h.     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.


ARTICLE VIII — EFFECTIVE DATE



         This Plan is effective as of June 29, 2000, as approved by Sara Lee
Corporation as the sole shareholder of the Corporation. The Plan shall
automatically terminate as of the first meeting of shareholders on and after
the first anniversary of the date on which the Corporation first issues equity
securities of the Corporation that are required to be registered under Article
II of the Securities Exchange Act of 1934, as amended, unless resubmitted to
and approved by shareholders on or prior to that date.


* * *



         IN WITNESS WHEREOF, pursuant to resolutions of its Board of Directors
dated August 9, 2001, Coach, Inc. has caused this Plan document to be signed by
its duly authorized officer this ninth day of August, 2001.



	 	COACH, INC.




	 	By:                                                   




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