AGREEMENT made as of the 2nd day of April, 1995, between Polo Ralph
Lauren, L.P., a Delaware limited partnership (the 'Company'), and F. Lance Isham
The Executive is presently employed by the Company as President of its
Polo Ralph Lauren Menswear Co. division.
The Company recognizes that the Executive's contribution to the growth
and success of the company will be substantial. The Company desires to provide
for the continued employment of the Executive and to make employment
arrangements which will reinforce and encourage the attention and dedication to
the Company of the Executive as a member of the Company's management, in the
best interest of the Company. The Executive is willing to commit himself to
serve the Company, on the terms and conditions herein provided.
In order to effect the foregoing, the Company and the Executive wish to
enter into an employment agreement on the terms and conditions set forth below.
Accordingly, in consideration of the premises and the respective covenants and
agreements of the parties herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Employment. The Company hereby agrees to employ the Executive, and
the Executive hereby agrees to serve the Company, on the terms and conditions
set forth herein.
2. Term. The employment of the Executive by the company as provided in
Section 1 pursuant to this Agreement will be effective on the date hereof.
Executive will serve at the direction and pleasure of the board of directors of
the Company's General Partner (such board or such other managing board or
committee as is vested with authority to hire and/or discharge executive
officers of the Company hereinafter referred to as the 'Board').
3. Position and Duties. The Executive shall serve in the capacity
described above and shall have such responsibilities, duties and authority as he
may have as of the date hereof (or which arise from any position to which he may
be appointed after the date hereof) and as may from time to time be assigned to
the Executive by the Board that are consistent with such responsibilities,
duties and authority. The Executive shall devote substantially all his working
time and efforts to the business and affairs of the Company.
4. Compensation and Related Matters.
(a) Salary. During the period of the Executive's employment hereunder,
the company shall pay to the Executive an annual salary determined by the Board.
Such salary shall be paid in substantially equal installments on a basis
the Company's payroll practices. This salary shall be subject to annual review
by the Board.
(b) Incentive Compensation. The Board may in its discretion include as
part of the Executive's compensation in any fiscal year a bonus or incentive
(c) Expenses. During the term of the Executive's employment hereunder,
the Executive shall be entitled to receive prompt reimbursement for all
reasonable and customary expenses incurred by the Executive in performing
services hereunder, including all expenses of travel and living expenses while
away from home on business or at the request of and in the service of the
Company, provided that such expenses are incurred and accounted for in
accordance with the policies and procedures established by the Company.
(d) Other Benefits. During the term of Executive's employment hereunder,
Executive shall be entitled to participate in or receive benefits under any
medical, pension, profit sharing or other employee benefit plan or arrangement
generally made available by the Company now or in the future to its executives
and key management employees (or to their family members), subject to and on a
basis consistent with the terms, conditions and overall administration of such
plans and arrangements. Nothing paid to the Executive under any plan or
arrangement presently in effect or made available in the future shall be deemed
to be in lieu of the salary payable to the Executive pursuant to paragraph (a)
of this Section .
(e) Vacations. The Executive shall be entitled to reasonable vacations
consistent with past practice.
(a) Termination by Company. The Executive's employment hereunder may be
terminated by the Board at any time with or without cause.
(b) Termination by the Executive. The Executive may terminate his
employment hereunder for Good Reason. For purposes of this Agreement, 'Good
Reason' shall mean (A) the assignment to the Executive of a title or duties
inconsistent with those of a senior executive of the Company; (B) a reduction by
the Board of the Executive's salary; or (C) a failure by the Company to comply
with any material provision of this Agreement which has not been cured within
thirty (30) days after notice of such noncompliance has been given by the
Executive to the Company. Any exercise of rights pursuant to clauses (A), (B),
or (C) of this paragraph 5(b) shall be exercised within sixty (60) days of the
date Executive becomes aware of the action giving rise to such rights.
(c) Any termination of the Executive's employment by the Company or by
the Executive (other than termination pursuant to Section 6(d) (i) hereof) shall
be communicated by written Notice of Termination to the other party hereto in
accordance with Section 11 hereof. If termination is pursuant to Sections 6(d)
(ii) - (iii) or 5(b) hereof, the 'Notice of Termination' shall mean a notice
which shall indicate the specific termination provision in this Agreement relied
upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated.
6. Compensation Upon Termination.
(a) If Company shall terminate Executive's employment for any reason
other than an Enumerated Reason as set forth in Section 6(d) hereof or if
Executive resigns for Good Reason pursuant to Section 5(b) hereof, then so long
as Executive complies with Section 8 hereof Executive shall be entitled to the
(i) Continued salary payments (less applicable withholdings) for
a period of thirty-six (36) months from the date of termination at the
rate and in the manner in effect on such date;
(ii) Payment (less applicable withholdings), in the manner then
in effect and through the end of the then current fiscal year, of any
incentive or bonus program in effect for Executive on the date of
termination and, thereafter, through the end of the thirty-six (36)
month period following the date of termination a monthly payment equal
to one-twelfth (1/12) of the yearly average incentive or bonus
compensation earned during such current fiscal year and the preceding
(iii) Continued participation in the Company's health benefit
plans, provided if Executive is provided with similar coverage by a
successor employer, any such coverage by the Company shall cease;
(iv) Continued use of his Company automobile until the then
existing auto lease term expires; and
(v) Waiver of the collateral interest securing return to the
Company of premiums for Executive's existing Split Dollar Life Insurance
If a Change of Control shall have occurred prior to the date of
termination, Executive shall be entitled at his option, exercisable in writing
within fifteen days of the date of termination, to receive the equivalent of the
thirty-six (36) months' salary continuation and the incentive or bonus payments
pursuant to subsections (i) and (ii) above in two equal lump sum installments,
the first payable within 30 days of the date of termination and the second on
the first anniversary of the date of termination. As used herein, the term
'Change of Control' shall mean Ralph Lauren or members of
his family (or trusts created for their benefit) no longer control 50% or more
of the voting power of the then outstanding securities (or other equity
interests) of the Company entitled to vote for the election of members to the
(b) If the Executive's employment is terminated by his death, the
Company shall pay any amounts due to the Executive through the date of his
(c) If the Executive's employment shall be terminated by the Company
pursuant to Section 6(d) (ii) or (iii) for an Enumerated Reason or by the
Executive for other than Good Reason, the Company shall pay the Executive his
full salary through the Date of Termination at the rate in effect at the time
Notice of Termination is given and the Company shall have no further obligations
to the Executive under this Agreement but Executive shall be bound by Sections 8
(b) and (c) hereof.
(d) The term 'Enumerated Reason' with respect to termination by the
Company of Executive's employment shall mean any one of the following reasons:
(i) Death. The Executive's employment hereunder shall terminate
upon his death.
(ii) Disability. If, as a result of the Executive's incapacity
due to physical or mental illness, the Executive shall have been absent
from his duties hereunder on a full-time basis for the entire period of
six consecutive months, and within thirty (30) days after written Notice
of Termination is given (which may occur before or after the end of such
six month period) shall not have returned to the performance of his
duties hereunder on a full-time basis, the Company may terminate the
Executive's employment hereunder.
(iii) Cause. The Company shall have 'Cause' to terminate the
Executive's employment hereunder upon (1) the willful and continued
failure by the Executive to substantially perform his duties hereunder
after demand for substantial performance is delivered by the Company
that specifically identifies the manner in which the Company believes
the Executive has not substantially performed his duties, or (2)
Executive's conviction of any crime (whether or not involving the
Company) constituting a felony or (3) the willful engaging by the
Executive in misconduct which is materially injurious to the Company,
monetarily or otherwise (including, but not limited to conduct that
constitutes competitive activity, as defined in Section 8) or which
subjects, or if generally known, would subject the Company to public
ridicule or embarrassment. For purposes of this paragraph, no act, or
failure to act, on the Executive's part shall be considered 'willful'
unless done, or omitted to be done, by him not in good faith and without
reasonable belief that his action or omission was in the best interest
of the Company. Notwithstanding the foregoing, the Executive shall not
be deemed to have been terminated for Cause without (x) reasonable
written notice to the Executive setting forth the reasons for the
intention to terminate for Cause, (y) and opportunity for the Executive,
together with his counsel, to be heard before the Board, and (z)
delivery to the Executive of a Notice of Termination, as defined in
Section 5(c) hereof, from the Board finding that in the good faith
opinion of the Board the Executive was guilty of conduct set forth above
in clauses (1)-(3) hereof, and specifying the particulars thereof in
7. Mitigation. Executive shall have no duty to mitigate the payments
provided for in Section 6(a) by seeking other employment or otherwise and such
payment shall not be subject to reduction for any compensation received by
Executive from employment in any capacity following the termination of
Executive's employment with the Company.
(a) Executive agrees not to accept other employment during the term of
this Agreement without the written approval of the Board.
(b) Executive agrees that for the duration of his employment and for a
period of thirty-six (36) months from the date of termination thereof, he will
not, on his own behalf or on behalf of any other person or entity, hire,
solicit, or encourage to leave the employ of the Company or its subsidiaries or
affiliates any person who is an employee of any of such companies.
(c) Executive agrees that for the duration of his employment and for a
period of thirty-six (36) months from the date of termination thereof, Executive
will take no action which is intended, or would reasonably be expected, to harm
the Company or any of its subsidiaries or affiliates or their reputation or
which would reasonably be expected to lead to unwanted or unfavorable publicity
to the Company or any of its subsidiaries or affiliates.
9. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, 'Company' shall mean the Company as herein before
defined and any successor to its business and/or assets as aforesaid which
executes and delivers the agreement provided for in this Section 9 or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law.
(b) This Agreement and all rights of the Executive hereunder shall inure
to the benefit of and be enforceable by the Executive's personal or legal
executors, administrators, successors, heirs, distributees, devisees and
legatees. If the Executive should die while any amounts are payable to him
hereunder all such amounts unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to the Executive's devisee, legatee,
or other designee or, if there be no such designee, to the Executive's estate.
10. Notice. For the purposes of this Agreement, notices, demands and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when personally delivered with receipt
acknowledged or five business days after having been mailed by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive:
Mr. F. Lance Isham
205 East 78th Street
New York, New York 10021
If to the Company:
Polo Ralph Lauren, L.P.
650 Madison Avenue
New York, New York 10022
Attention: General Counsel
or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon request.
11. Miscellaneous. No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and such officer of the Company as may be
specifically designated by the Board. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement or be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of New York without regard to its conflicts of law principles.
12. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
14. Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by arbitration in
the City of New York in accordance with the rules of the American Arbitration
Association then in effect. Judgment may be entered on the arbitrator's award in
any court having jurisdiction; provided, however, that the Company shall be
entitled to seek a restraining order or injunction in any court of competent
jurisdiction to prevent any continuation of any violation of the provisions of
Section 8 of this Agreement and the Executive hereby consents that such
restraining order or injunction may be granted without the necessity of the
Company's posting any bond, and provided further that the Executive shall be
entitled to seek specific performance of his right to be paid until the date of
termination during the pendency of any dispute or controversy arising under or
in connection with this Agreement. Fees and expenses payable to the American
Arbitration Association and the arbitrator shall be shared equally by the
Company and by the Executive but the parties shall otherwise bear their own
costs in connection with the arbitration; provided that the arbitrator shall be
entitled to include as part of the award to the prevailing party the reasonable
legal fees and expenses incurred by such party an amount not to exceed $25,000.
15. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto; and any prior agreement
of the parties hereto in respect of the subject matter contained herein is
hereby terminated and cancelled.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed and the Executive has hereunto set his hand, as of the 2nd day April,
POLO RALPH LAUREN, L.P.
By: /s/ Michael J. Newman
/s/ F. Lance Isham
Executive: F. Lance Isham