GOVERNANCE AND NOMINATIONS COMMITTEE

Purpose: Coach’s Governance Committee and Nominations Committee is comprised of non-management Directors. The Governance and Nominations Committee assists and reports to the Board of Directors on matters relating to corporate governance and the identification and nomination of new directors; these duties include succession planning for Company executive positions and conducting annual performance evaluations of the Board and the Committee itself. The Committee will consider all candidates recommended by stockholders in accordance with the procedure established in Coach’s Bylaws. Such recommendations should include the name and address and other pertinent information about the candidate that Coach would be required to include in Coach’s proxy statement. Recommendations should be submitted to the Secretary of Coach, who will then forward them to the Committee for consideration.

Governance and Nominations Committee Charter