Term of Option. This Option may be exercised on or before the Expiration Date stated in the Notice of Grant and may be exercised during the term solely in accordance with the Director Equity Plan and the terms of this Non-Qualified Stock Option Agreement.

The Option Closing shall take place upon the expiration of the applicable Notice Period. All transactions contemplated herein to occur on and as of the Option Closing shall be deemed to have occurred simultaneously and to be effective as of ​ New York City time on such date (the “Option Closing Date”).

Neither the Option nor any other rights granted under this Agreement may be exercised after the Expiration Date set forth on [Exhibit B] ; the Option may, however, be terminated at any time prior thereto as hereinafter provided.

Termination of Option. This Option may terminate prior to its Expiration Date and prior to the dates specified under [Section 5(a) and (b)])] above under certain circumstances as set forth in [Section 13] of the Plan.

Option. A right to purchase Company Stock granted under the Plan, at a price determined in accordance with the Plan.

Option. An option to purchase shares of Common Stock granted to a Participant pursuant to [Section 6].

Option. The Purchaser was granted an option (the “Option”) to purchase shares of Common Stock pursuant to the terms of the Plan and the Stock Option Agreement between the Company and the Purchaser dated ​, as follows:

Option. On the terms and conditions set forth in the 2005 Stock Option Plan (the “Plan”) and this Stock Option Agreement (“Agreement”), ​, a California corporation (the “Corporation”) grants to , ☐ an Employee or ☐ an Outside Director or ☐ a Consultant (the “Optionee”), on ,20 (the “Date of Grant”), the option to purchase ( ) shares of Common Stock (the “Option Shares”), at the Exercise Price per share of $ (the “Exercise Price”) (not to be less than eighty-five percent [85%] of Fair Market Value, or one hundred percent [100%] of Fair Market Value for Ten Percent Holders). This Option is intended to be ☐ an ISO (Employees only) or ☐ an NQSO. This Option will expire ☐ sixty (60) months after the Date of Grant (maximum for an ISO granted to a Ten Percent Holder) or ☐ one hundred twenty (120) months after the Date of Grant (maximum) or ☐ . Vesting of this grant shall commence on ,20 (“Initial Vest Date”).

Option. I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of ​ (the “Company”) pursuant to the Company’s (choose one) ☐ 2006 Equity Incentive Plan or ☐ 2004 Equity Incentive Plan or the ☐ Taxcient, Inc. 2005 Stock Option Plan (each, a “Plan”), my Stock Option Agreement (the “Option Agreement”) and/or my Notice of Grant of Stock Option (the “Notice”), as follows:

Option. This Option is a non-qualified stock option that is intended to conform in all respects with the Amended and Restated Coach, Inc. 2010 Stock Incentive Plan (the “Plan”), a copy of which will be supplied to you upon your request, and the provisions of which are incorporated herein by reference. This Option is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.