{"id":38278,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1997-long-term-stock-incentive-plan-polo-ralph-lauren-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1997-long-term-stock-incentive-plan-polo-ralph-lauren-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1997-long-term-stock-incentive-plan-polo-ralph-lauren-corp.html","title":{"rendered":"1997 Long-Term Stock Incentive Plan &#8211; Polo Ralph Lauren Corp."},"content":{"rendered":"<pre>\n                          POLO RALPH LAUREN CORPORATION\n\n                       1997 LONG-TERM STOCK INCENTIVE PLAN\n\n\n                  SECTION 1. Purpose. The purposes of this Polo Ralph Lauren\nCorporation 1997 Long-Term Stock Incentive Plan are to promote the interests of\nPolo Ralph Lauren Corporation and its stockholders by (i) attracting and\nretaining exceptional officers and other employees, directors and consultants of\nthe Company and its Subsidiaries, as defined below; (ii) motivating such\nindividuals by means of performance-related incentives to achieve longer-range\nperformance goals; and (iii) enabling such individuals to participate in the\nlong-term growth and financial success of the Company.\n\n                  SECTION 2. Definitions. As used in the Plan, the following\nterms shall have the meanings set forth below:\n\n                  'Affiliate' shall mean (i) any entity that, directly or\nindirectly, is controlled by, or controls or is under common control with, the\nCompany and (ii) any entity in which the Company has a significant equity\ninterest, in either case as determined by the Committee.\n\n                  'Award' shall mean any Option, Stock Appreciation Right,\nRestricted Stock Award, Restricted Stock Unit Award, Performance Award, Other\nStock-Based Award or Performance Compensation Award.\n\n                  'Award Agreement' shall mean any written agreement, contract,\nor other instrument or document evidencing any Award, which may, but need not,\nbe executed or acknowledged by a Participant.\n\n                  'Board' shall mean the Board of Directors of the Company.\n\n                  'Change of Control' shall mean the occurrence of any of the\nfollowing: (i) the sale, lease, transfer, conveyance or other disposition, in\none or a series of related transactions, of all or substantially all of the\nassets of the Company to any 'person' or 'group' (as such terms are used in\nSections 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Permitted\nHolders, (ii) any person or group, other than the Permitted Holders, is or\nbecomes the 'beneficial owner' (as defined in Rules 13d-3 and 13d-5 under the\nExchange Act, except that a person shall be deemed to have 'beneficial\nownership' of all shares that any such person has the right to acquire, whether\nsuch right is exercisable immediately or only after the passage of time),\ndirectly or indirectly, of more than 50% of the total voting power of the voting\nstock of the Company, including by way of merger, consolidation or otherwise or\n(iii) during any period of two consecutive years, individuals who at the\nbeginning of such period constituted the Board (together with any new directors\nwhose election by such Board or whose nomination for election by the\nshareholders of the Company was\n\n\n\n                                                                               2\n\n\napproved by a vote of a majority of the directors of the Company, then still in\noffice, who were either directors at the beginning of such period or whose\nelection or nomination for election was previously so approved) cease for any\nreason to constitute a majority of the Board, then in office.\n\n                  'Code' shall mean the Internal Revenue Code of 1986, as\namended from time to time.\n\n                  'Committee' shall mean either (i) the Board or (ii) a\ncommittee of the Board designated by the Board to administer the Plan and\ncomposed of not less two directors, each of whom is expected, but not required,\nto be a 'Non-Employee Director' (within the meaning of Rule 16b-3) and an\n'outside director' (within the meaning of Code section 162(m)) to the extent\nRule 16b-3 and Code section 162(m), respectively, are applicable to the Company\nand the Plan. If at any time such a committee has not been so designated, the\nBoard shall constitute the Committee.\n\n                  'Company' shall mean Polo Ralph Lauren Corporation, together\nwith any successor thereto.\n\n                  'Exchange Act' shall mean the Securities Exchange Act of 1934,\nas amended.\n\n                  'Fair Market Value' shall mean, (A) with respect to any\nproperty other than Shares, the fair market value of such property determined by\nsuch methods or procedures as shall be established from time to time by the\nCommittee and (B) with respect to the Shares, as of any date, (i) the mean\nbetween the high and low sales prices of the Shares as reported on the composite\ntape for securities traded on the New York Stock Exchange for such date (or if\nnot then trading on the New York Stock Exchange, the mean between the high and\nlow sales price of the Shares on the stock exchange or over-the-counter market\non which the Shares are principally trading on such date), or if, there were no\nsales on such date, on the closest preceding date on which there were sales of\nShares or (ii) in the event there shall be no public market for the Shares on\nsuch date, the fair market value of the Shares as determined in good faith by\nthe Committee.\n\n                  'Incentive Stock Option' shall mean a right to purchase Shares\nfrom the Company that is granted under Section 6 of the Plan and that is\nintended to meet the requirements of Section 422 of the Code or any successor\nprovision thereto.\n\n                  'Negative Discretion' shall mean the discretion authorized by\nthe Plan to be applied by the Committee to eliminate or reduce the size of a\nPerformance Compensation Award; provided that the exercise of such discretion\nwould not cause the Performance Compensation Award to fail to qualify as\n'performance-based compensation' under section 162(m) of the Code. By way of\nexample and not by way of limitation, in no event shall any discretionary\nauthority granted to the Committee by the Plan including, but not limited to,\nNegative Discretion, be used to\n\n\n\n\n\n                                                                               3\n\n\n(a) grant or provide payment in respect of Performance Compensation Awards for a\nPerformance Period if the Performance Goals for such Performance Period have not\nbeen attained; or (b) increase a Performance Compensation Award above the\nmaximum amount payable under Sections 4(a) or 11(d)(vi) of the Plan.\nNotwithstanding anything herein to the contrary, in no event shall Negative\nDiscretion be exercised by the Committee with respect to any Option or Stock\nAppreciation Right (other than an Option or Stock Appreciation Right that is\nintended to be a Performance Compensation Award under Section 11 of the Plan).\n\n                  'Non-Qualified Stock Option' shall mean a right to purchase\nShares from the Company that is granted under Section 6 of the Plan and that is\nnot intended to be an Incentive Stock Option.\n\n                  'Option' shall mean an Incentive Stock Option or a\nNon-Qualified Stock Option.\n\n                  'Other Stock-Based Award' shall mean any right granted under\nSection 10 of the Plan.\n\n                  'Participant' shall mean any officer or other employee,\ndirector or consultant of the Company or its Subsidiaries eligible for an Award\nunder Section 5 and selected by the Committee to receive an Award under the\nPlan.\n\n                  'Performance Award' shall mean any right granted under Section\n9 of the Plan.\n\n                  'Performance Compensation Award' shall mean any Award\ndesignated by the Committee as a Performance Compensation Award pursuant to\nSection 11 of the Plan.\n\n                  'Performance Criteria' shall mean the criterion or criteria\nthat the Committee shall select for purposes of establishing the Performance\nGoal(s) for a Performance Period with respect to any Performance Compensation\nAward under the Plan. The Performance Criteria that will be used to establish\nthe Performance Goal(s) shall be based on the attainment of specific levels of\nperformance of the Company (or Subsidiary, Affiliate, division or operational\nunit of the Company) and shall be limited to the following: Return on net\nassets, return on stockholders' equity, return on assets, return on capital,\nstockholder returns, profit margin, earnings per Share, net earnings, operating\nearnings, price per Share, earnings before interest and taxes and sales or\nmarket share. To the extent required under section 162(m) of the Code, the\nCommittee shall, within the first 90 days of a Performance Period (or, if\nlonger, within the maximum period allowed under section 162(m) of the Code),\ndefine in an objective fashion the manner of calculating the Performance\nCriteria it selects to use for such Performance Period.\n\n\n\n\n\n                                                                               4\n\n\n                  'Performance Formula' shall mean, for a Performance Period,\nthe one or more objective formulas applied against the relevant Performance Goal\nto determine, with regard to the Performance Compensation Award of a particular\nParticipant, whether all, some portion but less than all, or none of the\nPerformance Compensation Award has been earned for the Performance Period.\n\n                  'Performance Goals' shall mean, for a Performance Period, the\none or more goals established by the Committee for the Performance Period based\nupon the Performance Criteria. The Committee is authorized at any time during\nthe first 90 days of a Performance Period, or at any time thereafter (but only\nto the extent the exercise of such authority after the first 90 days of a\nPerformance Period would not cause the Performance Compensation Awards granted\nto any Participant for the Performance Period to fail to qualify as\n'performance-based compensation' under section 162(m) of the Code), in its sole\nand absolute discretion, to adjust or modify the calculation of a Performance\nGoal for such Performance Period to the extent permitted under section 162(m) of\nthe Code in order to prevent the dilution or enlargement of the rights of\nParticipants, (a) in the event of, or in anticipation of, any unusual or\nextraordinary corporate item, transaction, event or development affecting the\nCompany; or (b) in recognition of, or in anticipation of, any other unusual or\nnonrecurring events affecting the Company, or the financial statements of the\nCompany, or in response to, or in anticipation of, changes in applicable laws,\nregulations, accounting principles, or business conditions.\n\n                  'Performance Period' shall mean the one or more periods of\ntime of at least one year in duration, as the Committee may select, over which\nthe attainment of one or more Performance Goals will be measured for the purpose\nof determining a Participant's right to and the payment of a Performance\nCompensation Award.\n\n                  'Permitted Holders' shall mean, as of the date of\ndetermination, (i) any and all of Ralph Lauren, his spouse, his siblings and\ntheir spouses, and descendants of any of them (whether natural or adopted)\n(collectively, the 'Lauren Group') and (ii) any trust established and maintained\nprimarily for the benefit of any member of the Lauren Group and any entity\ncontrolled by any member of the Lauren Group.\n\n                  'Person' shall mean any individual, corporation, partnership,\nassociation, joint-stock company, trust, unincorporated organization, government\nor political subdivision thereof or other entity.\n\n                  'Plan' shall mean this Polo Ralph Lauren Corporation 1997\nLong-Term Stock Incentive Plan.\n\n                  'Restricted Stock' shall mean any Share granted under Section\n8 of the Plan.\n\n                  'Restricted Stock Unit' shall mean any unit granted under\nSection 8 of the Plan.\n\n\n\n\n\n                                                                               5\n\n\n                  'Rule 16b-3' shall mean Rule 16b-3 as promulgated and\ninterpreted by the SEC under the Exchange Act, or any successor rule or\nregulation thereto as in effect from time to time.\n\n                  'SEC' shall mean the Securities and Exchange Commission or any\nsuccessor thereto and shall include the Staff thereof.\n\n                  'Shares' shall mean the shares of Class A Common Stock of the\nCompany, $.01 par value, or such other securities of the Company (i) into which\nsuch common shares shall be changed by reason of a recapitalization, merger,\nconsolidation, split-up, combination, exchange of shares or other similar\ntransaction or (ii) as may be determined by the Committee pursuant to Section\n4(b).\n\n                  'Stock Appreciation Right' shall mean any right granted under\nSection 7 of the Plan.\n\n                  'Subsidiary' shall mean (i) any entity that, directly or\nindirectly, is controlled by the Company and (ii) any entity in which the\nCompany has a significant equity interest, in either case as determined by the\nCommittee\n\n                  'Substitute Awards' shall have the meaning specified in\nSection 4(c).\n\n                  SECTION 3. Administration. (a) The Plan shall be administered\nby the Committee. Subject to the terms of the Plan and applicable law, and in\naddition to other express powers and authorizations conferred on the Committee\nby the Plan, the Committee shall have full power and authority to: (i) designate\nParticipants; (ii) determine the type or types of Awards to be granted to a\nParticipant and designate those Awards which shall constitute Performance\nCompensation Awards; (iii) determine the number of Shares to be covered by, or\nwith respect to which payments, rights, or other matters are to be calculated in\nconnection with, Awards; (iv) determine the terms and conditions of any Award;\n(v) determine whether, to what extent, and under what circumstances Awards may\nbe settled or exercised in cash, Shares, other securities, other Awards or other\nproperty, or canceled, forfeited, or suspended and the method or methods by\nwhich Awards may be settled, exercised, canceled, forfeited, or suspended; (vi)\ndetermine whether, to what extent, and under what circumstances cash, Shares,\nother securities, other Awards, other property, and other amounts payable with\nrespect to an Award (subject to section 162(m) of the Code with respect to\nPerformance Compensation Awards) shall be deferred either automatically or at\nthe election of the holder thereof or of the Committee; (vii) interpret,\nadminister reconcile any inconsistency, correct any default and\/or supply any\nomission in the Plan and any instrument or agreement relating to, or Award made\nunder, the Plan; (viii) establish, amend, suspend, or waive such rules and\nregulations and appoint such agents as it shall deem appropriate for the proper\nadministration of the Plan; (ix) establish and administer Performance Goals and\ncertify whether, and to what extent, they have been attained; and (x) make any\nother determination and take\n\n\n\n\n\n                                                                               6\n\n\nany other action that the Committee deems necessary or desirable for the\nadministration of the Plan.\n\n                  (b) Unless otherwise expressly provided in the Plan, all\ndesignations, determinations, interpretations, and other decisions under or with\nrespect to the Plan or any Award shall be within the sole discretion of the\nCommittee, may be made at any time and shall be final, conclusive, and binding\nupon all Persons, including the Company, any Affiliate, any Participant, any\nholder or beneficiary of any Award, and any shareholder.\n\n                  (c) The mere fact that a Committee member shall fail to\nqualify as a 'Non-Employee Director' or 'outside director' within the meaning of\nRule 16b-3 and Code section 162(m), respectively, shall not invalidate any award\nmade by the Committee which award is otherwise validly made under the Plan.\n\n                  (d) No member of the Committee shall be liable for any action\nor determination made in good faith with respect to the Plan or any Award\nhereunder.\n\n                  (e) With respect to any Performance Compensation Award granted\nunder the Plan, the Plan shall be interpreted and construed in accordance with\nsection 162(m) of the Code.\n\n                  (f) Notwithstanding the foregoing, the Committee may delegate\nto one or more officers of the Company the authority to grant awards to\nParticipants who are not officers or directors of the Company subject to Section\n16 of the Exchange Act or 'covered employees' within the meaning of Code section\n162(m).\n\n                  SECTION 4. Shares Available for Awards.\n\n                  (a) Shares Available. Subject to adjustment as provided in\nSection 4(b), the aggregate number of Shares with respect to which Awards may be\ngranted under the Plan shall be 10,000,000; the maximum number of Shares with\nrespect to which Options and Stock Appreciation Rights may be granted to any\nParticipant in any fiscal year shall be 600,000 and the maximum number of Shares\nwhich may be paid to a Participant in the Plan in connection with the settlement\nof any Award(s) designated as 'Performance Compensation Awards' in respect of a\nsingle Performance Period shall be 600,000 or, in the event such Performance\nCompensation Award is paid in cash, the equivalent cash value thereof. If, after\nthe effective date of the Plan, any Shares covered by an Award granted under the\nPlan, or to which such an Award relates, are forfeited, or if an Award has\nexpired, terminated or been canceled for any reason whatsoever (other than by\nreason of exercise or vesting), then the Shares covered by such Award shall\nagain be, or shall become, Shares with respect to which Awards may be granted\nhereunder.\n\n                  (b) Adjustments. Notwithstanding any provisions of the Plan to\nthe contrary, in the event that the Committee determines that any dividend or\nother\n\n\n\n\n\n                                                                               7\n\n\ndistribution (whether in the form of cash, Shares, other securities, or other\nproperty), recapitalization, stock split, reverse stock split, reorganization,\nmerger, consolidation, split-up, spin-off, combination, repurchase, or exchange\nof Shares or other securities of the Company, issuance of warrants or other\nrights to purchase Shares or other securities of the Company, or other similar\ncorporate transaction or event affects the Shares such that an adjustment is\ndetermined by the Committee in its discretion to be appropriate in order to\nprevent dilution or enlargement of the benefits or potential benefits intended\nto be made available under the Plan, then the Committee shall, in such manner as\nit may deem equitable, adjust any or all of (i) the number of Shares or other\nsecurities of the Company (or number and kind of other securities or property)\nwith respect to which Awards may be granted, (ii) the number of Shares or other\nsecurities of the Company (or number and kind of other securities or property)\nsubject to outstanding Awards, and (iii) the grant or exercise price with\nrespect to any Award or, if deemed appropriate, make provision for a cash\npayment to the holder of an outstanding Award in consideration for the\ncancellation of such Award which, in the case of Options and Stock Appreciation\nRights shall equal the excess if any, of the Fair Market Value of the Shares\nsubject to such Options or Stock Appreciation Rights over the aggregate exercise\nprice or grant price of such Options or Stock Appreciation Rights.\n\n                  (c) Substitute Awards. Awards may, in the discretion of the\nCommittee, be made under the Plan in assumption of, or in substitution for,\noutstanding awards previously granted by the Company or its Affiliates or a\ncompany acquired by the Company or with which the Company combines ('Substitute\nAwards'). The number of Shares underlying any Substitute Awards shall be counted\nagainst the aggregate number of Shares available for Awards under the Plan.\n\n                  (d) Sources of Shares Deliverable Under Awards. Any Shares\ndelivered pursuant to an Award may consist, in whole or in part, of authorized\nand unissued Shares or of treasury Shares.\n\n                  SECTION 5. Eligibility. Any officer or other employee,\ndirector or consultant to the Company or any of its Subsidiaries (including any\nprospective officer, employee, director or consultant) shall be eligible to be\ndesignated a Participant.\n\n                  SECTION 6. Stock Options.\n\n                  (a) Grant. Subject to the provisions of the Plan, the\nCommittee shall have sole and complete authority to determine the Participants\nto whom Options shall be granted, the number of Shares to be covered by each\nOption, the exercise price therefor and the conditions and limitations\napplicable to the exercise of the Option. The Committee shall have the authority\nto grant Incentive Stock Options, or to grant Non-Qualified Stock Options, or to\ngrant both types of Options. In the case of Incentive Stock Options, the terms\nand conditions of such grants shall be subject to and comply with such rules as\nmay be prescribed by Section 422 of the Code, as from\n\n\n\n\n\n                                                                               8\n\n\ntime to time amended, and any regulations implementing such statute. All Options\nwhen granted under the Plan are intended to be Non-Qualified Stock Options,\nunless the applicable Award Agreement expressly states that the Option is\nintended to be an Incentive Stock Option. If an Option is intended to be an\nIncentive Stock Option, and if for any reason such Option (or any portion\nthereof) shall not qualify as an Incentive Stock Option, then, to the extent of\nsuch nonqualification, such Option (or portion thereof) shall be regarded as a\nNon-Qualified Stock Option appropriately granted under the Plan; provided that\nsuch Option (or portion thereof) otherwise complies with the Plan's requirements\nrelating to Non-Qualified Stock Options.\n\n                  (b) Exercise Price. The Committee shall establish the exercise\nprice at the time each Option is granted, which exercise price shall be set\nforth in the applicable Award Agreement.\n\n                  (c) Exercise. Each Option shall be exercisable at such times\nand subject to such terms and conditions as the Committee may, in its sole\ndiscretion, specify in the applicable Award Agreement or thereafter. The\nCommittee may impose such conditions with respect to the exercise of Options,\nincluding without limitation, any relating to the application of federal or\nstate securities laws, as it may deem necessary or advisable. Options with an\nexercise price equal to or greater than the Fair Market Value per Share as of\nthe date of grant are intended to qualify as 'performance-based compensation'\nunder section 162(m) of the Code. In the sole discretion of the Committee,\nOptions may be granted with an exercise price that is less than the Fair Market\nValue per Share and such Options may, but need not, be intended to qualify as\nperformance-based compensation in accordance with Section 11 hereof.\n\n                  (d) Payment.\n\n                         (i) No Shares shall be delivered pursuant to any\nexercise of an Option until payment in full of the aggregate exercise price\ntherefor is received by the Company. Such payment may be made in cash, or its\nequivalent or (x) by exchanging Shares owned by the optionee (which are not the\nsubject of any pledge or other security interest and which have been owned by\nsuch optionee for at least 6 months), (y) subject to such rules as may be\nestablished by the Committee, through delivery of irrevocable instructions to a\nbroker to sell the Shares otherwise deliverable upon the exercise of the Option\nand to deliver promptly to the Company an amount equal to the aggregate exercise\nprice, or (z) with the consent of the Committee in its sole discretion, by the\npromissory note and agreement of a Participant providing for the payment with\ninterest of the unpaid balance accruing at a rate not less than needed to avoid\nthe imputation of income under Code section 7872 and upon such terms and\nconditions (including the security, if any therefor) as the Committee may\ndetermine, or by a combination of the foregoing, provided that the combined\nvalue of all cash and cash equivalents and the Fair Market Value of any such\nShares so tendered to the Company as of the date of such tender is at least\nequal to such aggregate exercise price.\n\n\n\n\n\n                                                                               9\n\n\n                           (ii) Wherever in this Plan or any Award Agreement a\nParticipant is permitted to pay the exercise price of an Option or taxes\nrelating to the exercise of an Option by delivering Shares, the Participant may,\nsubject to procedures satisfactory to the Committee, satisfy such delivery\nrequirement by presenting proof of beneficial ownership of such Shares, in which\ncase the Company shall treat the Option as exercised without further payment and\nshall withhold such number of Shares from the Shares acquired by the exercise of\nthe Option.\n\n                  SECTION 7.  Stock Appreciation Rights.\n\n                  (a) Grant. Subject to the provisions of the Plan, the\nCommittee shall have sole and complete authority to determine the Participants\nto whom Stock Appreciation Rights shall be granted, the number of Shares to be\ncovered by each Stock Appreciation Right Award, the grant price thereof and the\nconditions and limitations applicable to the exercise thereof. Stock\nAppreciation Rights with a grant price equal to or greater than the Fair Market\nValue per Share as of the date of grant are intended to qualify as\n'performance-based compensation' under section 162(m) of the Code. In the sole\ndiscretion of the Committee, Stock Appreciation Rights may be granted with an\nexercise price that is less than the Fair Market Value per Share and such Stock\nAppreciation Rights may, but need not, be intended to qualify as\nperformance-based compensation in accordance with Section 11 hereof. Stock\nAppreciation Rights may be granted in tandem with another Award, in addition to\nanother Award, or freestanding and unrelated to another Award. Stock\nAppreciation Rights granted in tandem with or in addition to an Award may be\ngranted either at the same time as the Award or at a later time.\n\n                  (b) Exercise and Payment. A Stock Appreciation Right shall\nentitle the Participant to receive an amount equal to the excess of the Fair\nMarket Value of a Share on the date of exercise of the Stock Appreciation Right\nover the grant price thereof. The Committee shall determine whether a Stock\nAppreciation Right shall be settled in cash, Shares or a combination of cash and\nShares.\n\n                  (c) Other Terms and Conditions. Subject to the terms of the\nPlan and any applicable Award Agreement, the Committee shall determine, at or\nafter the grant of a Stock Appreciation Right, the term, methods of exercise,\nmethods and form of settlement, and any other terms and conditions of any Stock\nAppreciation Right. Any such determination by the Committee may be changed by\nthe Committee from time to time and may govern the exercise of Stock\nAppreciation Rights granted or exercised prior to such determination as well as\nStock Appreciation Rights granted or exercised thereafter. The Committee may\nimpose such conditions or restrictions on the exercise of any Stock Appreciation\nRight as it shall deem appropriate.\n\n                  SECTION 8.  Restricted Stock and Restricted Stock Units.\n\n                  (a) Grant. Subject to the provisions of the Plan, the\nCommittee shall have sole and complete authority to determine the Participants\nto whom Shares of\n\n\n\n\n\n                                                                              10\n\n\nRestricted Stock and Restricted Stock Units shall be granted, the number of\nShares of Restricted Stock and\/or the number of Restricted Stock Units to be\ngranted to each Participant, the duration of the period during which, and the\nconditions, if any, under which, the Restricted Stock and Restricted Stock Units\nmay be forfeited to the Company, and the other terms and conditions of such\nAwards.\n\n                  (b) Transfer Restrictions. Shares of Restricted Stock and\nRestricted Stock Units may not be sold, assigned, transferred, pledged or\notherwise encumbered, except, in the case of Restricted Stock, as provided in\nthe Plan or the applicable Award Agreements. Certificates issued in respect of\nShares of Restricted Stock shall be registered in the name of the Participant\nand deposited by such Participant, together with a stock power endorsed in\nblank, with the Company. Upon the lapse of the restrictions applicable to such\nShares of Restricted Stock, the Company shall deliver such certificates to the\nParticipant or the Participant's legal representative.\n\n                  (c) Payment. Each Restricted Stock Unit shall have a value\nequal to the Fair Market Value of a Share. Restricted Stock Units shall be paid\nin cash, Shares, other securities or other property, as determined in the sole\ndiscretion of the Committee, upon the lapse of the restrictions applicable\nthereto, or otherwise in accordance with the applicable Award Agreement.\nDividends paid on any Shares of Restricted Stock may be paid directly to the\nParticipant, withheld by the Company subject to vesting of the Restricted Shares\npursuant to the terms of the applicable Award Agreement, or may be reinvested in\nadditional Shares of Restricted Stock or in additional Restricted Stock Units,\nas determined by the Committee in its sole discretion.\n\n                  SECTION 9.  Performance Awards.\n\n                  (a) Grant. The Committee shall have sole and complete\nauthority to determine the Participants who shall receive a 'Performance Award',\nwhich shall consist of a right which is (i) denominated in cash or Shares, (ii)\nvalued, as determined by the Committee, in accordance with the achievement of\nsuch performance goals during such performance periods as the Committee shall\nestablish, and (iii) payable at such time and in such form as the Committee\nshall determine.\n\n                  (b) Terms and Conditions. Subject to the terms of the Plan and\nany applicable Award Agreement, the Committee shall determine the performance\ngoals to be achieved during any performance period, the length of any\nperformance period, the amount of any Performance Award and the amount and kind\nof any payment or transfer to be made pursuant to any Performance Award.\n\n                  (c) Payment of Performance Awards. Performance Awards may be\npaid in a lump sum or in installments following the close of the performance\nperiod or, in accordance with procedures established by the Committee, on a\ndeferred basis.\n\n                  SECTION 10.  Other Stock-Based Awards.\n\n\n\n\n\n                                                                              11\n\n\n                  (a) General. The Committee shall have authority to grant to\nParticipants an 'Other Stock-Based Award', which shall consist of any right\nwhich is (i) not an Award described in Sections 6 through 9 above and (ii) an\nAward of Shares or an Award denominated or payable in, valued in whole or in\npart by reference to, or otherwise based on or related to, Shares (including,\nwithout limitation, securities convertible into Shares), as deemed by the\nCommittee to be consistent with the purposes of the Plan; provided that any such\nrights must comply, to the extent deemed desirable by the Committee, with Rule\n16b-3 and applicable law. Subject to the terms of the Plan and any applicable\nAward Agreement, the Committee shall determine the terms and conditions of any\nsuch Other Stock-Based Award, including the price, if any, at which securities\nmay be purchased pursuant to any Other Stock-Based Award granted under this\nPlan.\n\n                  (b) Dividend Equivalents. In the sole and complete discretion\nof the Committee, an Award, whether made as an Other Stock-Based Award under\nthis Section 10 or as an Award granted pursuant to Sections 6 through 9 hereof,\nmay provide the Participant with dividends or dividend equivalents, payable in\ncash, Shares, other securities or other property on a current or deferred basis.\n\n                  SECTION 11.  Performance Compensation Awards.\n\n                  (a) General. The Committee shall have the authority, at the\ntime of grant of any Award described in Sections 6 through 10 (other than\nOptions and Stock Appreciation Rights granted with an exercise price or grant\nprice, as the case may be, equal to or greater than the Fair Market Value per\nShare on the date of grant), to designate such Award as a Performance\nCompensation Award in order to qualify such Award as 'performance-based\ncompensation' under section 162(m) of the Code.\n\n                  (b) Eligibility. The Committee will, in its sole discretion,\ndesignate within the first 90 days of a Performance Period (or, if longer,\nwithin the maximum period allowed under section 162(m) of the Code) which\nParticipants will be eligible to receive Performance Compensation Awards in\nrespect of such Performance Period. However, designation of a Participant\neligible to receive an Award hereunder for a Performance Period shall not in any\nmanner entitle the Participant to receive payment in respect of any Performance\nCompensation Award for such Performance Period. The determination as to whether\nor not such Participant becomes entitled to payment in respect of any\nPerformance Compensation Award shall be decided solely in accordance with the\nprovisions of this Section 11. Moreover, designation of a Participant eligible\nto receive an Award hereunder for a particular Performance Period shall not\nrequire designation of such Participant eligible to receive an Award hereunder\nin any subsequent Performance Period and designation of one person as a\nParticipant eligible to receive an Award hereunder shall not require designation\nof any other person as a Participant eligible to receive an Award hereunder in\nsuch period or in any other period.\n\n\n\n\n\n                                                                              12\n\n\n                  (c)   Discretion of Committee with Respect to Performance\nCompensation Awards. With regard to a particular Performance Period, the\nCommittee shall have full discretion to select the length of such Performance\nPeriod, the type(s) of Performance Compensation Awards to be issued, the\nPerformance Criteria that will be used to establish the Performance Goal(s), the\nkind(s) and\/or level(s) of the Performance Goals(s) is(are) to apply to the\nCompany and the Performance Formula. Within the first 90 days of a Performance\nPeriod (or, if longer, within the maximum period allowed under section 162(m) of\nthe Code), the Committee shall, with regard to the Performance Compensation\nAwards to be issued for such Performance Period, exercise its discretion with\nrespect to each of the matters enumerated in the immediately preceding sentence\nof this Section 11(c) and record the same in writing.\n\n                  (d)   Payment of Performance Compensation Awards\n\n                  (i)   Condition to Receipt of Payment. Unless otherwise \nprovided in the applicable Award Agreement, a Participant must be employed by\nthe Company on the last day of a Performance Period to be eligible for payment\nin respect of a Performance Compensation Award for such Performance Period.\n\n                  (ii)  Limitation. A Participant shall be eligible to receive\npayment in respect of a Performance Compensation Award only to the extent that:\n(1) the Performance Goals for such period are achieved; and (2) the Performance\nFormula as applied against such Performance Goals determines that all or some\nportion of such Participant's Performance Award has been earned for the\nPerformance Period.\n\n                  (iii) Certification. Following the completion of a Performance\nPeriod, the Committee shall meet to review and certify in writing whether, and\nto what extent, the Performance Goals for the Performance Period have been\nachieved and, if so, to calculate and certify in writing that amount of the\nPerformance Compensation Awards earned for the period based upon the Performance\nFormula. The Committee shall then determine the actual size of each\nParticipant's Performance Compensation Award for the Performance Period and, in\nso doing, may apply Negative Discretion, if and when it deems appropriate.\n\n                  (iv)  Negative Discretion In determining the actual size of an\nindividual Performance Award for a Performance Period, the Committee may reduce\nor eliminate the amount of the Performance Compensation Award earned under the\nPerformance Formula in the Performance Period through the use of Negative\nDiscretion if, in its sole judgement, such reduction or elimination is\nappropriate.\n\n                  (v)   Timing of Award Payments. The Awards granted for a\nPerformance Period shall be paid to Participants as soon as administratively\npossible following completion of the certifications required by this Section 11.\n\n\n\n\n\n                                                                              13\n\n\n                  (vi)  Maximum Award Payable. Notwithstanding any provision\ncontained in this Plan to the contrary, the maximum Performance Compensation\nAward payable to any one Participant under the Plan for a Performance Period is\n600,000 Shares or, in the event the Performance Compensation Award is paid in\ncash, the equivalent cash value thereof on the last day of the Performance\nPeriod to which such Award relates. Furthermore, any Performance Compensation\nAward that has been deferred shall not (between the date as of which the Award\nis deferred and the payment date) increase (i) with respect to Performance\nCompensation Award that is payable in cash, by a measuring factor for each\nfiscal year greater than a reasonable rate of interest set by the Committee or\n(ii) with respect to a Performance Compensation Award that is payable in Shares,\nby an amount greater than the appreciation of a Share from the date such Award\nis deferred to the payment date.\n\n                  SECTION 12.  Amendment and Termination.\n\n                  (a) Amendments to the Plan. The Board may amend, alter,\nsuspend, discontinue, or terminate the Plan or any portion thereof at any time;\nprovided that no such amendment, alteration, suspension, discontinuation or\ntermination shall be made without shareholder approval if such approval is\nnecessary to comply with any tax or regulatory requirement applicable to the\nPlan and provided further that any such amendment, alteration, suspension,\ndiscontinuance or termination that would impair the rights of any Participant or\nany holder or beneficiary of any Award theretofore granted shall not to that\nextent be effective without the consent of the affected Participant, holder or\nbeneficiary.\n\n                  (b) Amendments to Awards. The Committee may waive any\nconditions or rights under, amend any terms of, or alter, suspend, discontinue,\ncancel or terminate, any Award theretofore granted, prospectively or\nretroactively; provided that any such waiver, amendment, alteration, suspension,\ndiscontinuance, cancellation or termination that would impair the rights of any\nParticipant or any holder or beneficiary of any Award theretofore granted shall\nnot to that extent be effective without the consent of the affected Participant,\nholder or beneficiary.\n\n                  (c) Adjustment of Awards Upon the Occurrence of Certain\nUnusual or Nonrecurring Events. The Committee is hereby authorized to make\nadjustments in the terms and conditions of, and the criteria included in, Awards\nin recognition of unusual or nonrecurring events (including, without limitation,\nthe events described in Section 4(b) hereof) affecting the Company, any\nAffiliate, or the financial statements of the Company or any Affiliate, or of\nchanges in applicable laws, regulations, or accounting principles, whenever the\nCommittee determines that such adjustments are appropriate in order to prevent\ndilution or enlargement of the benefits or potential benefits intended to be\nmade available under the Plan; provided that no such adjustment shall be\nauthorized to the extent that such authority or adjustment would cause an Award\ndesignated by the Committee as a Performance Compensation Award under Section 11\nof the Plan to fail to qualify as 'performance-based compensation' under section\n162(m) of the Code.\n\n\n\n\n\n                                                                              14\n\n\n                  SECTION 13. Change of Control. In the event of a Change of\nControl after the date of the adoption of this Plan, any outstanding Awards then\nheld by Participants which are unexercisable or otherwise unvested shall\nautomatically be deemed exercisable or otherwise vested, as the case may be, as\nof immediately prior to such Change of Control.\n\n                  SECTION 14.  General Provisions.\n\n                  (a)   Nontransferability.\n\n                  (i)   Each Award, and each right under any Award, shall be\n         exercisable only by the Participant during the Participant's lifetime,\n         or, if permissible under applicable law, by the Participant's legal\n         guardian or representative.\n\n                  (ii)  No Award may be assigned, alienated, pledged, attached,\n         sold or otherwise transferred or encumbered by a Participant otherwise\n         than by will or by the laws of descent and distribution, and any such\n         purported assignment, alienation, pledge, attachment, sale, transfer or\n         encumbrance shall be void and unenforceable against the Company or any\n         Affiliate; provided that the designation of a beneficiary shall not\n         constitute an assignment, alienation, pledge, attachment, sale,\n         transfer or encumbrance.\n\n                  (iii) Notwithstanding the foregoing, the Committee may in the\n         applicable Award Agreement evidencing an option granted under the Plan\n         or at any time thereafter in an amendment to an Award Agreement provide\n         that Options granted hereunder which are not intended to qualify as\n         Incentive Options may be transferred by the Participant to whom such\n         Option was granted (the 'Grantee') without consideration, subject to\n         such rules as the Committee may adopt to preserve the purposes of the\n         Plan, to:\n\n                           (A)      the Grantee's spouse, children or\n                                    grandchildren (including adopted and\n                                    stepchildren and grandchildren)\n                                    (collectively, the 'Immediate Family');\n\n                           (B)      a trust solely for the benefit of the\n                                    Grantee and his or her Immediate Family; or\n\n                           (C)      a partnership or limited liability company\n                                    whose only partners or shareholders are the\n                                    Grantee and his or her Immediate Family\n                                    members;\n\n                  (each transferee described in clauses (A), (B) and (C) above\n                  is hereinafter referred to as a 'Permitted Transferee');\n                  provided that the grantee gives the Committee advance written\n                  notice describing the terms and conditions of the proposed\n                  transfer and the Committee notifies the Grantee in writing\n                  that such a transfer would comply with\n\n\n\n\n\n                                                                              15\n\n\n                  the requirements of the Plan and any applicable Award\n                  Agreement evidencing the option.\n\n                  The terms of any option transferred in accordance with the\n                  immediately preceding sentence shall apply to the Permitted\n                  Transferee and any reference in the Plan or in an Award\n                  Agreement to an optionee, Grantee or Participant shall be\n                  deemed to refer to the Permitted Transferee, except that (a)\n                  Permitted Transferees shall not be entitled to transfer any\n                  Options, other than by will or the laws of descent and\n                  distribution; (b) Permitted Transferees shall not be entitled\n                  to exercise any transferred Options unless there shall be in\n                  effect a registration statement on an appropriate form\n                  covering the shares to be acquired pursuant to the exercise of\n                  such Option if the Committee determines that such a\n                  registration statement is necessary or appropriate, (c) the\n                  Committee or the Company shall not be required to provide any\n                  notice to a Permitted Transferee, whether or not such notice\n                  is or would otherwise have been required to be given to the\n                  Grantee under the Plan or otherwise and (d) the consequences\n                  of termination of the Grantee's employment by, or services to,\n                  the Company under the terms of the Plan and applicable Award\n                  Agreement shall continue to be applied with respect to the\n                  Grantee, following which the Options shall be exercisable by\n                  the Permitted Transferee only to the extent, and for the\n                  periods, specified in the Plan and the applicable Award\n                  Agreement.\n\n                  (b) No Rights to Awards. No Participant or other Person shall\nhave any claim to be granted any Award, and there is no obligation for\nuniformity of treatment of Participants, or holders or beneficiaries of Awards.\nThe terms and conditions of Awards and the Committee's determinations and\ninterpretations with respect thereto need not be the same with respect to each\nParticipant (whether or not such Participants are similarly situated).\n\n                  (c) Share Certificates. All certificates for Shares or other\nsecurities of the Company or any Affiliate delivered under the Plan pursuant to\nany Award or the exercise thereof shall be subject to such stop transfer orders\nand other restrictions as the Committee may deem advisable under the Plan or the\nrules, regulations, and other requirements of the Securities and Exchange\nCommission, any stock exchange upon which such Shares or other securities are\nthen listed, and any applicable Federal or state laws, and the Committee may\ncause a legend or legends to be put on any such certificates to make appropriate\nreference to such restrictions.\n\n                  (d)  Withholding.\n\n                  (i) A Participant may be required to pay to the Company or any\nAffiliate and the Company or any Affiliate shall have the right and is hereby\nauthorized to withhold from any Award, from any payment due or transfer made\nunder any Award or under the Plan or from any compensation or other amount owing\n\n\n\n\n\n                                                                              16\n\n\nto a Participant the amount (in cash, Shares, other securities, other Awards or\nother property) of any applicable withholding taxes in respect of an Award, its\nexercise, or any payment or transfer under an Award or under the Plan and to\ntake such other action as may be necessary in the opinion of the Company to\nsatisfy all obligations for the payment of such taxes. The Committee may provide\nfor additional cash payments to holders of Awards to defray or offset any tax\narising from the grant, vesting, exercise or payments of any Award.\n\n                  (ii)  Without limiting the generality of clause (i) above, a\nParticipant may satisfy, in whole or in part, the foregoing withholding\nliability by delivery of Shares owned by the Participant (which are not subject\nto any pledge or other security interest and which have been owned by the\nParticipant for at least 6 months) with a Fair Market Value equal to such\nwithholding liability or by having the Company withhold from the number of\nShares otherwise issuable pursuant to the exercise of the option a number of\nShares with a Fair Market Value equal to such withholding liability.\n\n                  (iii) Notwithstanding any provision of this Plan to the\ncontrary, in connection with the transfer of an Option to a Permitted Transferee\npursuant to Section 14(a) of the Plan, the Grantee shall remain liable for any\nwithholding taxes required to be withheld upon the exercise of such Option by\nthe Permitted Transferee.\n\n                  (e)   Award Agreements. Each Award hereunder shall be \nevidenced by an Award Agreement which shall be delivered to the Participant and\nshall specify the terms and conditions of the Award and any rules applicable\nthereto, including but not limited to the effect on such Award of the death,\ndisability or termination of employment or service of a Participant and the\neffect, if any, of such other events as may be determined by the Committee.\n\n                  (f)   No Limit on Other Compensation Arrangements. Nothing\ncontained in the Plan shall prevent the Company or any Affiliate from adopting\nor continuing in effect other compensation arrangements, which may, but need\nnot, provide for the grant of options, restricted stock, Shares and other types\nof Awards provided for hereunder (subject to shareholder approval if such\napproval is required), and such arrangements may be either generally applicable\nor applicable only in specific cases.\n\n                  (g)   No Right to Employment. The grant of an Award shall not \nbe construed as giving a Participant the right to be retained in the employ of,\nor in any consulting relationship to, the Company or any Affiliate. Further, the\nCompany or an Affiliate may at any time dismiss a Participant from employment or\ndiscontinue any consulting relationship, free from any liability or any claim\nunder the Plan, unless otherwise expressly provided in the Plan or in any Award\nAgreement.\n\n                  (h)   No Rights as Stockholder.  Subject to the provisions of \nthe applicable Award, no Participant or holder or beneficiary of any Award shall\nhave\n\n\n\n\n\n                                                                              17\n\n\nany rights as a stockholder with respect to any Shares to be distributed under\nthe Plan until he or she has become the holder of such Shares. Notwithstanding\nthe foregoing, in connection with each grant of Restricted Stock hereunder, the\napplicable Award shall specify if and to what extent the Participant shall not\nbe entitled to the rights of a stockholder in respect of such Restricted Stock.\n\n                  (i) Governing Law. The validity, construction, and effect of\nthe Plan and any rules and regulations relating to the Plan and any Award\nAgreement shall be determined in accordance with the laws of the State of New\nYork.\n\n                  (j) Severability. If any provision of the Plan or any Award is\nor becomes or is deemed to be invalid, illegal, or unenforceable in any\njurisdiction or as to any Person or Award, or would disqualify the Plan or any\nAward under any law deemed applicable by the Committee, such provision shall be\nconstrued or deemed amended to conform the applicable laws, or if it cannot be\nconstrued or deemed amended without, in the determination of the Committee,\nmaterially altering the intent of the Plan or the Award, such provision shall be\nstricken as to such jurisdiction, Person or Award and the remainder of the Plan\nand any such Award shall remain in full force and effect.\n\n                  (k) Other Laws. The Committee may refuse to issue or transfer\nany Shares or other consideration under an Award if, acting in its sole\ndiscretion, it determines that the issuance or transfer of such Shares or such\nother consideration might violate any applicable law or regulation or entitle\nthe Company to recover the same under Section 16(b) of the Exchange Act, and any\npayment tendered to the Company by a Participant, other holder or beneficiary in\nconnection with the exercise of such Award shall be promptly refunded to the\nrelevant Participant, holder or beneficiary. Without limiting the generality of\nthe foregoing, no Award granted hereunder shall be construed as an offer to sell\nsecurities of the Company, and no such offer shall be outstanding, unless and\nuntil the Committee in its sole discretion has determined that any such offer,\nif made, would be in compliance with all applicable requirements of the U.S.\nfederal securities laws.\n\n                  (l) No Trust or Fund Created. Neither the Plan nor any Award\nshall create or be construed to create a trust or separate fund of any kind or a\nfiduciary relationship between the Company or any Affiliate and a Participant or\nany other Person. To the extent that any Person acquires a right to receive\npayments from the Company or any Affiliate pursuant to an Award, such right\nshall be no greater than the right of any unsecured general creditor of the\nCompany or any Affiliate.\n\n                  (m) No Fractional Shares. No fractional Shares shall be issued\nor delivered pursuant to the Plan or any Award, and the Committee shall\ndetermine whether cash, other securities, or other property shall be paid or\ntransferred in lieu of any fractional Shares or whether such fractional Shares\nor any rights thereto shall be canceled, terminated, or otherwise eliminated.\n\n\n\n\n\n                                                                              18\n\n\n                  (n) Headings. Headings are given to the Sections and\nsubsections of the Plan solely as a convenience to facilitate reference. Such\nheadings shall not be deemed in any way material or relevant to the construction\nor interpretation of the Plan or any provision thereof.\n\n                  SECTION 16.  Term of the Plan.\n\n                  (a) Effective Date. The Plan shall be effective as of the date\nof its approval by the Board.\n\n                  (b) Expiration Date. No Award shall be granted under the Plan\nafter December 31, 2006. Unless otherwise expressly provided in the Plan or in\nan applicable Award Agreement, any Award granted hereunder may, and the\nauthority of the Board or the Committee to amend, alter, adjust, suspend,\ndiscontinue, or terminate any such Award or to waive any conditions or rights\nunder any such Award shall, continue after December 31, 2006.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8547],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9539,9546],"class_list":["post-38278","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-polo-ralph-lauren-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38278","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38278"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38278"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38278"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38278"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}