EX-10.13: 2000 NON-EMPLOYEE DIRECTOR STOCK PLAN




EXHIBIT 10.13



COACH, INC.

2000 NON-EMPLOYEE DIRECTOR STOCK PLAN

(Amended and Restated as of May 3, 2001)



         The Coach, Inc. 2000 Non-Employee Director Stock Plan was originally
approved by the Board of Directors of Coach, Inc. on June 23, 2000 and was
originally approved by the stockholders of the 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 May 3, 2001. This amendment and restatement constitutes a
complete amendment, restatement and continuation of the Coach, Inc. 2000
Non-Employee Director Stock Plan.


ARTICLE I — PURPOSE OF THE PLAN



         The purpose of the Plan is to promote the long-term growth of the Company
by increasing the proprietary interest of Non-Employee Directors in the Company
and to attract and retain highly qualified and capable Non-Employee Directors.


ARTICLE II — DEFINITIONS



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


         2.1 “Annual Cash Retainer” means that portion of the annual retainer fee
payable in cash by the Company to a Non-Employee Director for services as a
director of the Company, as such amount may be changed from time to time.


         2.2 “Annual Option Retainer” means that portion of the annual retainer fee
payable in the form of Options by the Company to a Non-Employee Director for
services as a director of the Company, as such amount may be changed from time
to time.


         2.3 “Award” means an award granted to a Non-Employee Director under the
Plan in the form of Options or Shares, or any combination thereof.


         2.4 “Board” means the Board of Directors of the Company.


         2.5 “Code” means the United States Internal Revenue Code of 1986, as
amended, or any successor law.


         2.6 “Company” means Coach, Inc., a Maryland corporation.


         2.7 “Fair Market Value” means, with respect to any date, the average
between the highest and lowest sale prices per Share on the New York Stock
Exchange Composite Transactions Tape on such date, provided that if there shall
be no sales of Shares reported on such date, the Fair Market Value of a Share
on such date shall be deemed to be equal to the average between the highest and
lowest sale prices per 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 a Share on the date the Company
first offers Shares to the public in an initial public offering 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 Board acting in
good faith.


         2.8 “Option” means an option to purchase Shares awarded under Article
VIII, which option shall not be an “incentive stock option” within the meaning
of Section 422 of the Code.


         2.9 “Option Grant Date” means the date upon which an Option is granted to
a Non-Employee Director.


         2.10 “Optionee” means a Non-Employee Director of the Company to whom an
Option has been granted or, in the event of such Non-Employee Director’s death
prior to the expiration of an Option, such Non-Employee Director’s executor,
administrator, beneficiary or similar person, or, in the event of a transfer
permitted by Article VII hereof, such permitted transferee.


         2.11 “Non-Employee Director” means a director of the Company who is not an
employee of the Company or any subsidiary of the Company.


         2.12 “Plan” means the Coach, Inc. 2000 Non-Employee Director Stock Plan,
as amended and restated effective as of May 3, 2001, and as may be further
amended from time to time.


         2.13 “Shares” means shares of the Company’s common stock, par value $0.01
per share.


         2.14 “Stock Award Date” means the date on which Shares are awarded to a
Non-Employee Director.


         2.15 “Stock Option Agreement” means a written agreement between a
Non-Employee Director and the Company evidencing an Option.


ARTICLE III — ADMINISTRATION OF THE PLAN



         3.1 Administrator of the Plan. The Plan shall be administered by the
Board.


         3.2 Authority of the Board. The Board shall have full power and authority
to: (a) interpret and construe the Plan and adopt such rules and regulations
as it shall deem necessary and advisable to implement and administer the Plan
and (b) designate persons other than members of the Board to carry out its
responsibilities, subject to such limitations, restrictions and conditions as
it may prescribe, such determinations to be made in accordance with the Board’s
best business judgment as to the best interests of the Company


-2-








and its stockholders and in accordance with the purposes of the Plan. The
Board may delegate administrative duties under the Plan to one or more agents
as it shall deem necessary or advisable.


         3.3 Effect of Board Determinations. No member of the Board shall be
personally liable for any action or determination made in good faith with
respect to the Plan or any Award or to any settlement of any dispute between a
Non-Employee Director and the Company. Any decision or action taken by the
Board with respect to an Award or the administration or interpretation of the
Plan shall be conclusive and binding upon all persons.


         3.4 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.


ARTICLE IV — AWARDS UNDER THE PLAN



         Awards in the form of Options or Shares shall be granted to Non-Employee
Directors in accordance with Article VIII. Each Option granted under the Plan
shall be evidenced by a Stock Option Agreement. Except as may otherwise be
determined by the Board, each Option granted under the Plan shall provide for
the grant of a restoration Option if the purchase price of the Shares subject
to the original Option is satisfied by surrendering (or attesting to the
ownership of) Shares in accordance with Section 8.2. Each such restoration
Option shall (a) be an Option to purchase the number of Shares surrendered
(either actually or by attestation), plus the number of Shares that the
Optionee would have surrendered to pay withholding taxes, calculated as if such
Optionee had been obligated to pay such taxes and had surrendered Shares to
satisfy such obligation, (b) be fully exercisable (subject to the restrictions
contained herein and in the applicable restoration Stock Option Agreement) on
and after that date which is six (6) months after the Option Grant Date of the
restoration Option, (c) have a purchase price per Share equal to one-hundred
percent (100%) of the Fair Market Value per Share on the Option Grant Date of
the restoration Option and (d) have a term equal to the remaining term of the
original Option.


ARTICLE V — ELIGIBILITY



         Each Non-Employee Director of the Company shall be eligible to participate
in the Plan in accordance with Article VIII.


ARTICLE VI — SHARES SUBJECT TO THE PLAN



         Subject to adjustment as provided in Article XI, the aggregate number of
Shares available for all grants of Options and awards of Shares in any fiscal
year shall be two-tenths (2/10) of one (1) percent (.2%) of the outstanding
Shares as of the last day of the immediately preceding fiscal year.


-3-






ARTICLE VII — TRANSFERABILITY OF OPTIONS



         Options granted under the Plan shall not be transferable or assignable
other than by will or the laws of descent and distribution, except that the
Board may provide for the transferability of any particular Option in the
manner set forth in the related Stock Option Agreement.


ARTICLE VIII — ANNUAL RETAINER ELECTIONS



         Each Non-Employee Director shall be eligible to be granted Options or
Shares, or a combination thereof, subject to the following terms and
conditions:


         8.1 Grant of Options or Shares. Options and Shares shall be awarded to
Non-Employee Directors pursuant to the Plan as follows:


         (a)  An Option to purchase 5,000 Shares shall be granted to each
Non-Employee Director on the day that the Company first offers Shares to the
public in an initial public offering.


         (b)  On the day of the last regularly scheduled meeting of the Board held
in the second fiscal quarter of each fiscal year: (i) each Non-Employee
Director shall be granted the Annual Option Retainer, and (ii) each
Non-Employee Director who, at least ten (10) business days prior thereto, files
with the Board or its designee a written election to receive Options or Shares,
or a combination thereof, in lieu of all or a portion of such Non-Employee
Director’s Annual Cash Retainer for the one-year period beginning in the month
of November coincident with or next following such meeting date, shall be
granted such Options or Shares. In the event a Non-Employee Director does not
file a written election in accordance with the preceding sentence, Options or
Shares, or a combination thereof, shall be granted to such Non-Employee
Director on the tenth (10th) business day after the date such Non-Employee
Director files with the Board or its designee a written election to receive
Options or Shares, or a combination thereof, in lieu of all or a portion of
such Non-Employee Director’s Annual Cash Retainer. An election pursuant to
Section 8.1(b)(ii) shall be irrevocable on and after the tenth (10th) business
day prior to the date of grant of the Options or Shares, as the case may be.
An election pursuant to the second sentence of this Section 8.1(b) shall be
irrevocable.


         (c)  The Board may, in its sole discretion, grant Options or award Shares
to any Non-Employee Director pursuant to such terms and conditions as the Board
shall determine, consistent with the terms of the Plan. The terms and
conditions of any such grant or award shall be set forth in a Stock Option
Agreement or other written agreement entered into between the Company and the
Non-Employee Director governing the award of Shares hereunder.


         8.2 Number and Terms of Options. The number of Shares subject to an Option
granted pursuant to Section 8.1(b)(ii) above shall be the number of whole
Shares equal to the ratio of (a) the product of (i) three and (ii) the portion
of the Annual Cash


-4-








Retainer (expressed as a dollar amount) which the Non-Employee Director has
elected pursuant to Section 8.1(b)(ii) to be payable in Options to (b) the Fair
Market Value per Share on the Option Grant Date. Any fraction of a Share shall
be disregarded and the remaining amount of such Annual Retainer shall be paid
in cash or Shares as the Non-Employee Director has elected. The purchase price
per Share under each Option granted pursuant to Section 8.1(a) or 8.1(b) shall
be equal to the Fair Market Value per Share on the Option Grant Date.


         Subject to Article IX and any restrictions contained in the applicable
Stock Option Agreement, each Option granted to a Non-Employee Director shall
become fully vested and exercisable with respect to all Shares covered by such
Option on the six month anniversary of the Option Grant Date. In no event
shall the period of time over which the Option may be exercised exceed ten (10)
years from the Option Grant Date. An Option, or portion thereof, may be
exercised in whole or in part only with respect to whole Shares.


         Shares shall be issued to the Optionee pursuant to the exercise of an
Option only upon receipt by the Company from the Optionee of payment in full
either in cash or by surrendering (or attesting to the ownership of) Shares
together with proof acceptable to the Board that such Shares have been owned by
the Optionee for at least six (6) months prior to the date of exercise of the
Option, or a combination of cash and Shares, in an amount or having a combined
value equal to the aggregate purchase price for the Shares subject to the
Option or portion thereof being exercised. The value of owned Shares submitted
(directly or by attestation) in full or partial payment for the Shares
purchased upon exercise of an Option shall be equal to the aggregate Fair
Market Value of such owned Shares on the date of the exercise of such Option.


         8.3 Number of Shares. The number of Shares granted pursuant to this
Article shall be the number of whole Shares equal to the ratio of (a) the
portion of the Annual Retainer which the Non-Employee Director has elected
pursuant to Section 8.1 to be payable in Shares (expressed as a dollar amount)
to (b) the Fair Market Value per Share on the Stock Award Date. Any fraction
of a Share shall be disregarded and the remaining amount of such Annual
Retainer shall be paid in cash or Options as the Non-Employee Director has
elected. Upon an Award of Shares to a Non-Employee Director, the stock
certificate representing such Shares shall be issued and transferred to the
Non-Employee Director, whereupon the Non-Employee Director shall become a
stockholder of the Company with respect to such Shares and shall be entitled to
vote the Shares; provided, however, subject to Article IX, any stock
certificates representing Shares awarded in respect of, and prior to, the
one-year period beginning on the date of grant of a Stock Award shall not be
transferred to the Non-Employee Director until immediately after the first
annual meeting of stockholders held after the date of grant of the Stock Award
and (x) an amount equal to the amount of dividends that would otherwise be paid
on such Shares on or after the date of the meeting at which such Shares are
granted and prior to such annual meeting of stockholders shall be held by the
Company until immediately after such annual meeting of stockholders and (y)
such Shares and dividend equivalents shall be forfeited in the event the
Non-Employee Director is not elected a director of the Company at such annual
meeting of stockholders.


-5-






ARTICLE IX — CHANGE OF CONTROL



         9.1 Effect of Change of Control. Upon the occurrence of an event of
“Change of Control”, as defined below, any and all outstanding Options shall
become immediately vested and exercisable and any and all stock certificates
representing Shares awarded to a Non-Employee Director pursuant to the first
sentence of Section 8.1 and not transferred to such Non-Employee Director
pursuant to Section 8.3, and any and all dividend equivalents with respect
thereto held by the Company pursuant to Section 9.3, shall be transferred to
such Non-Employee Director.


         9.2 Definition of Change of Control. A “Change of Control” shall occur
when:


         (a)  A “Person” (which term, when used in this Section 9.2, 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
Company 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 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 Section 9.2, (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


-6-








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 X — AMENDMENT AND TERMINATION



         The Board may amend the Plan from time to time or terminate the Plan at
any time; provided, however, that no action authorized by this Article shall
adversely change the terms and conditions of an outstanding Award without the
Non-Employee Director’s consent.


ARTICLE XI — ADJUSTMENT PROVISIONS



         11.1 If the Company shall at any time change the number of issued Shares
without new consideration to the Company (such as by stock dividend, stock
split, recapitalization, reorganization, exchange of shares, liquidation,
combination or other change in corporate structure affecting the Shares) or
make a distribution of cash or property which has a substantial impact on the
value of issued Shares, the total number of Shares reserved for issuance under
the Plan shall be appropriately adjusted and the number of Shares covered by
each outstanding Option and the purchase price per Share under each outstanding
Option shall be adjusted so that the aggregate consideration payable to the
Company and the value of each such Option shall not be changed.


         11.2 Notwithstanding any other provision of the Plan, and without
affecting the number of Shares reserved or available hereunder, the Board shall
authorize the issuance, continuation or assumption of outstanding Options or
provide for other equitable adjustments after changes in the Shares resulting
from any merger, consolidation, sale of assets, acquisition of property or
stock, recapitalization, reorganization or similar occurrence in which the
Company is the continuing or surviving Company, upon such terms and conditions
as it may deem necessary to preserve the rights of Optionees and holders of
Shares that are subject to any restrictions under the Plan.


         11.3 In the case of any sale of assets, merger, consolidation or
combination of the Company with or into another Company other than a
transaction in which the Company is the continuing or surviving Company and
which does not result in the outstanding Shares being converted into or
exchanged for different securities, cash or other property, or any combination
thereof (an “Acquisition”), any Optionee who holds an outstanding Option shall
have the right (subject to the provisions of the Plan and any limitation
applicable to the Option) thereafter and during the term of the Option, to
receive upon exercise thereof the Acquisition Consideration (as defined below)
receivable upon the Acquisition by a holder of the number of Shares which would
have been obtained upon exercise of the Option or portion thereof, as the case
may be, immediately prior to the Acquisition. The term “Acquisition
Consideration” shall mean the kind and amount of Shares of the surviving or new
Company, cash, securities, evidence of indebtedness, other property or any


-7-








combination thereof receivable in respect of one Share of the Company upon
consummation of an Acquisition.


ARTICLE XIII — FOREIGN DIRECTORS



         Without amending the Plan, Awards granted to Non-Employee Directors who
are foreign nationals may have such terms and conditions different from those
specified in the Plan as may, in the judgment of the Board, be necessary or
desirable to foster and promote achievement of the purposes of the Plan and, in
furtherance of such purposes, the Board 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 operate or have Non-Employee Directors.


ARTICLE XIV — EFFECTIVE DATE AND TERM OF PLAN



         The Plan originally became effective on June 29, 2000, the date it was
approved by the stockholders of the Company, and shall terminate when
terminated by the Board.


* * * * *



         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
May 3, 2001.


         Executed on this third day of May, 2001.



	 	

Carole P. Sadler

Secretary




-8-