2000 NON-EMPLOYEE DIRECTOR STOCK PLAN
(Amended and Restated as of August 6, 2003)
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 August 6, 2003. 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-
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 N