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COACH INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 5, 2014, the Board of Directors of Coach, Inc. ("Coach" or the "Company") appointed Gebhard Rainer, age 52, President and Chief Operating Officer of the Company, effective September 29, 2014. Mr. Rainer joins Coach from Hyatt Hotels Corporation ("Hyatt"), where he was Executive Vice President and Chief Financial Officer, a position he had held since August 2012. Prior to this position, Mr. Rainer held successively senior roles with Hyatt, having joined the company in 1988, including Managing Director for Hyatt International Europe, Africa and Middle East (EAME) LLC from January 2007 to August 2012, where he oversaw all aspects of Hyatt's business in the region. Under the terms of his offer letter (the "Offer Letter"), Mr. Rainer will receive an initial base salary of $750,000 per year, with a target bonus opportunity pursuant to Coach's Performance-Based Annual Incentive Plan equal to 100% of his base salary actually paid during each fiscal year (with payment ranging from 0 - 200% of target subject to performance). The actual amount of this bonus will be based on Coach's attaining pre-set financial or other operating criteria determined by Coach's Board of Directors in accordance with the terms of the Performance-Based Annual Incentive Plan. All of his salary and bonuses are subject to his continued employment with the Company through the time that such salary and bonuses would normally be paid. Further, all performance-based compensation paid to Mr. Rainer is subject to Coach's incentive repayment policy applicable in the event of a material restatement of the Company's financial results. Mr. Rainer will receive an annual equity grant of $1,500,000; one-third of the value will be in performance restricted stock units ("PRSUs") (at target), one-third of the value will be in the form of stock options (using the Black-Scholes valuation model), and one-third of that value will be in the form of restricted stock units ("RSUs"). The PRSUs and RSUs are eligible to cliff vest on the third anniversary of the Grant Date, with the number of PRSUs vesting varying from 0 - 170% of target subject to the performance conditions set forth in the grant agreement, which are expected to be based on Coach's fiscal year 2015 - 2017 long-range plan. The options will become exercisable in equal installments on the first, second and third anniversaries of the Grant Date. All equity vestings are subject to Mr. Rainer's continued employment with the Company. Primarily in consideration of certain compensation and benefits Mr. Rainer will forfeit in connection with his departure from Hyatt and pursuant to the terms of his Offer Letter, Mr. Rainer will receive a one-time, sign-on package valued at $1,500,000; $500,000 of which will be payable in cash. Mr. Rainer will receive the remaining value of the sign-on package as a grant of PRSUs valued at $1,000,000 (at target) on the date of grant. These units will be eligible to vest, and convert into shares of Coach common stock, on the third anniversary of the grant date, with the number of PRSUs vesting varying from 0 - 170% of target subject to the performance conditions set forth in the grant agreement (which will be the same performance conditions as Mr. Rainer's annual PRSU award), subject to Mr. Rainer's continued employment with the Company. -------------------------------------------------------------------------------- The foregoing does not constitute a complete summary of the terms of the Offer Letter, which will be filed as an exhibit to Coach's next quarterly report on Form 10-Q. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibit is being furnished herewith: 99.1 Text of Press Release, dated September 9, 2014 -------------------------------------------------------------------------------- |