{"id":38282,"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-stock-option-plan-for-non-employee-directors-polo-ralph.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1997-stock-option-plan-for-non-employee-directors-polo-ralph","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1997-stock-option-plan-for-non-employee-directors-polo-ralph.html","title":{"rendered":"1997 Stock Option Plan For Non-Employee Directors &#8211; Polo Ralph Lauren Corp."},"content":{"rendered":"<pre>\n                          POLO RALPH LAUREN CORPORATION\n\n                1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS\n\n\n                  Polo Ralph Lauren Corporation., a Delaware corporation (the\n'Company'), hereby formulates and adopts the following Stock Option Plan (the\n'Plan') for non-employee directors of the Company.\n\n         1.       Purpose. The purpose of the Plan is to secure for the Company\nthe benefits of the additional incentive inherent in the ownership of Class A\nCommon Stock, par value $.01 per share, of the Company ('Common Stock') by\nnon-employee directors of the Company and to help the Company secure and retain\nthe services of such non-employee directors.\n\n         2.       Administration.\n\n                  (a) The Plan is intended to be self-governing formula plan. To\nthis end, the Plan requires minimal discretionary action by any administrative\nbody with regard to any transaction under the Plan. To the extent, if any, that\nquestions of administration arise, these shall be resolved by the Board of\nDirectors of the Company (the 'Board of Directors').\n\n                  (b) Subject to the express provisions of the Plan, the Board\nof Directors shall have plenary authority to interpret the Plan, to prescribe,\namend and rescind the rules and regulations relating to it and to make all other\ndeterminations deemed necessary and advisable for the administration of the\nPlan. The determination of the Board of Directors shall be conclusive.\n\n         3.       Common Stock Subject to Options.\n\n                  (a) Subject to the adjustment provisions of Paragraph 23\nbelow, a maximum of 500,000 shares of Common Stock may be made subject to\noptions granted under the Plan (each an 'Option'). If, and to the extent that,\nOptions granted under the Plan shall terminate, expire or be canceled for any\nreason without having been exercised, new Options may be granted in respect of\nthe shares covered by such terminated, expired or canceled Options. The granting\nand terms of such new Options shall comply in all respects with the provisions\nof the Plan.\n\n                  (b) Shares issued upon the exercise of any Option granted\nunder the Plan may be shares of authorized and unissued Common Stock, shares of\nissued Common Stock held in the Company's treasury or both. There shall be\nreserved at all times for sale under the Plan a number of shares, of either\nauthorized and unissued shares of Common Stock, shares of Common Stock held in\nthe\n\n\n\n                                                                               2\n\n\nCompany's treasury, or both, equal to the maximum number of shares which may be\npurchased pursuant to Options granted or that may be granted under the Plan.\n\n         4.       Individuals Eligible. Only directors of the Company who are\nnot employees of the Company or any affiliate of the Company ('Outside\nDirectors') shall participate in the Plan.\n\n         5.       Grant of Options. A director receiving an Option pursuant to\nthe Plan is hereinafter referred to as an 'Optionee.'\n\n                  (a) Each person who first becomes elected an Outside Director\nafter the commencement date of the initial public offering of the shares of\nCommon Stock pursuant to an effective registration statement under the\nSecurities Act of 1933 (the 'IPO Effective Date') will receive an Option to\npurchase 7,500 shares of Common Stock on the date of their initial election as\nan Outside Director.\n\n                  (b) Each person who is an Outside Director on April 1 of each\nyear occurring after the IPO Effective Date and during the term of the Plan and\nwho first became an Outside Director prior to October 1 of the preceding year\nwill receive, on such April 1, an Option to purchase 3,000 shares of Common\nstock.\n\n         6.       Type of Options. All Options granted under the Plan shall be\n'nonqualified' stock options subject to the provisions of section 83 of the\nInternal Revenue Code of 1986, as amended (the 'Code').\n\n         7.       Form of Agreements with Optionees. Each Option granted\npursuant to the Plan shall be evidenced by a written option agreement (an\n'Option Agreement') and shall have such form, terms and provisions, not\ninconsistent with the provisions of the Plan, as the Board of Directors shall\nprovide for in such Option Agreement.\n\n         8.       Price.\n\n                  (a) The exercise price per share of Common Stock purchasable\nunder all other Options granted pursuant to the Plan shall be the Fair Market\nValue (as defined below) of a share of Common Stock on the date the Option is\ngranted. For purposes of the Plan, 'Fair Market Value' of a share of Common\nStock as of any grant date shall mean:\n\n\n                      (i) the mean between the high and low sales prices of the\nshares of Common Stock as reported on the composite tape for securities traded\non the New York Stock Exchange for such date (or if not then trading on the New\nYork Stock Exchange, the mean between the high and low sales price of the shares\nof Common Stock on the stock exchange or over-the-counter market on which the\nshares\n\n\n\n\n\n                                                                               3\n\n\nof Common Stock 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 of Common Stock; or\n\n                        (ii) in the event there shall be no public market for \nthe shares of Common Stock on such date, the fair market value of the shares of\nCommon Stock as determined in good faith by Board of Directors.\n\n         9.       Vesting of Options. Each Option granted to an Optionee\nhereunder shall vest and become exercisable with respect to fifty percent (50%)\nof the shares of Common Stock initially subject to the Option on each of the\nfirst and second anniversaries of the date of grant; provided that the Optionee\ncontinues in the service of the Company as a director until such date.\n\n         10.      Duration of Options. Notwithstanding any provision of the Plan\nto the contrary, the unexercised portion of any Option granted under the Plan\nshall automatically and without notice terminate and become null and void at the\ntime of the earliest to occur of the following:\n\n                  (a) The expiration of ten years from the date on which such\nOption was granted;\n\n                  (b) The expiration of two years from the date the Optionee's\nservice as an Outside Director shall terminate for any reason.\n\n         11.      Exercise of Options.\n\n                  (a) No shares shall be delivered pursuant to any exercise of\nan Option until payment in full of the aggregate exercise price therefor is\nreceived by the Company. Such payment may be made in cash, or its equivalent or\n(i) by exchanging shares of Common Stock owned by the Optionee (which are not\nthe subject of any pledge or other security interest and which have been owned\nby such Optionee for at least 6 months), (ii) subject to such rules as may be\nestablished by the Board of Directors, through delivery of irrevocable\ninstructions to a broker to sell the shares deliverable upon the exercise of the\nOption and to deliver promptly to the Company an amount equal to the aggregate\nexercise price, (iii) with the consent of the Board of Directors in its sole\ndiscretion, by the promissory note and agreement of an Optionee providing for\nthe payment with interest of the unpaid balance accruing at a rate not less than\nneeded to avoid the imputation of income under Code section 7872 and upon such\nterms and conditions (including the security, if any therefor) as the Board of\nDirectors may determine, or by a combination of the foregoing, provided that the\ncombined value of all cash and cash equivalents and the Fair Market Value of any\nsuch shares of Common Stock so tendered to the Company as of the date of such\ntender is at least equal to such aggregate exercise price.\n\n\n\n\n\n                                                                               4\n\n\n                  (b) Wherever in this Plan or any Award Agreement a Optionee is\npermitted to pay the exercise price of an Option or taxes relating to the\nexercise of an Option by delivering shares of Common Stock, the Optionee may,\nsubject to procedures satisfactory to the Board of Directors, satisfy such\ndelivery requirement by presenting proof of beneficial ownership of such shares\nof Common Stock, in which case the Company shall treat the Option as exercised\nwithout further payment and shall withhold such number of shares of Common Stock\nfrom the shares of Common Stock acquired by the exercise of the Option.\n\n         12.      Nontransferability of Options.\n\n                  (a) Each Option, and each right under any Option, shall be\nexercisable only by the Optionee during the Optionee's lifetime, or, if\npermissible under applicable law, by the Optionee's legal guardian or\nrepresentative.\n\n                  (b) No Option may be assigned, alienated, pledged, attached,\nsold or otherwise transferred or encumbered by a Optionee otherwise than by will\nor by the laws of descent and distribution, and any such purported assignment,\nalienation, pledge, attachment, sale, transfer or encumbrance shall be void and\nunenforceable against the Company or any of its affiliates; provided that the\ndesignation of a beneficiary shall not constitute an assignment, alienation,\npledge, attachment, sale, transfer or encumbrance.\n\n         13.      Share Certificates. All certificates for shares of Common\nStock or other securities of the Company or any of its affiliates delivered\nunder the Plan pursuant to any Option or the exercise thereof shall be subject\nto such stop transfer orders and other restrictions as the Board of Directors\nmay deem advisable under the Plan or the rules, regulations, and other\nrequirements of the Securities and Exchange Commission, any stock exchange upon\nwhich such shares of Common Stock or other securities are then listed, and any\napplicable Federal or state laws, and the Board of Directors may cause a legend\nor legends to be put on any such certificates to make appropriate reference to\nsuch restrictions.\n\n         14.      No Limit on Other Compensation Arrangements. Nothing contained\nin the Plan shall prevent the Company or any of its affiliates from adopting or\ncontinuing in effect other compensation arrangements, which may, but need not,\nprovide for the grant of options, restricted stock, shares of Common Stock and\nother types of compensatory awards (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         15.      No Right to Continued Director Status. The grant of an Option\nshall not be construed as giving an Optionee the right to continue to serve as\nan Outside Director or otherwise be retained in the employ of, or in any\nconsulting relationship to, the Company or any of its affiliates. Further, the\nCompany or its\n\n\n\n\n\n                                                                               5\n\n\naffiliates may at any time dismiss an Optionee from such director status or\nemployment or discontinue any consulting relationship, free from any liability\nor any claim under the Plan, unless otherwise expressly provided in the Plan or\nin any Option Agreement.\n\n         16.      No Rights as Stockholder. Subject to the provisions of the\napplicable Option Agreement, no Optionee or holder or beneficiary of any Option\nshall have any rights as a stockholder with respect to any shares of Common\nStock or other securities to be distributed under the Plan until he or she has\nbecome the holder of such shares or other securities.\n\n         17.      Governing Law. The validity, construction, and effect of the\nPlan and any rules and regulations relating to the Plan and any Option Agreement\nshall be determined in accordance with the laws of the State of New York.\n\n         18.      Severability. If any provision of the Plan or any Option is or\nbecomes or is deemed to be invalid, illegal, or unenforceable in any\njurisdiction or as to any person, entity or Option, or would disqualify the Plan\nor any Option under any law deemed applicable by the Board of Directors, such\nprovision shall be construed or deemed amended to conform the applicable laws,\nor if it cannot be construed or deemed amended without, in the determination of\nthe Board of Directors, materially altering the intent of the Plan or the\nOption, such provision shall be stricken as to such jurisdiction, person, entity\nor Option and the remainder of the Plan and any such Option shall remain in full\nforce and effect.\n\n         19.      Other Laws. The Board of Directors may refuse to issue or\ntransfer any shares of Common Stock or other consideration under an Option if,\nacting in its sole discretion, it determines that the issuance or transfer of\nsuch shares of Common Stock or such other consideration might violate any\napplicable law or regulation or entitle the Company to recover the same under\nSection 16(b) of the Securities Exchange Act of 1934, and any payment tendered\nto the Company by an Optionee, other holder or beneficiary in connection with\nthe exercise of such Option shall be promptly refunded to the relevant Optionee,\nholder or beneficiary. Without limiting the generality of the foregoing, no\nOption granted hereunder shall be construed as an offer to sell securities of\nthe Company, and no such offer shall be outstanding, unless and until the Board\nof Directors in its sole discretion has determined that any such offer, if made,\nwould be in compliance with all applicable requirements of the U.S. federal\nsecurities laws.\n\n         20.      No Trust or Fund Created. Neither the Plan nor any Option\nshall create or be construed to create a trust or separate fund of any kind or a\nfiduciary relationship between the Company or any of its affiliates and an\nOptionee or any other person or entity. To the extent that any person acquires a\nright to receive payments from the Company or any of its affiliates pursuant to\nan Option, such right  \n\n\n\n\n\n                                                                               6\n\n\nshall be no greater than the right of any unsecured general creditor of the \nCompany or any of its affiliates.\n\n                  21. No Fractional Shares. No fractional Shares shall be issued\nor delivered pursuant to the Plan or any Option, and the Board of Directors\nshall determine whether cash, other securities, or other property shall be paid\nor transferred in lieu of any fractional shares of Common Stock or whether such\nfractional shares of Common Stock or any rights thereto shall be canceled,\nterminated, or otherwise eliminated.\n\n                  22. 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                  23. Adjustment Upon Changes in Capitalization, etc. In the\nevent that the Board of Directors determines that any dividend or other\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 of Common Stock or other securities of the Company, issuance of\nwarrants or other rights to purchase shares of Common Stock or other securities\nof the Company, or other similar corporate transaction or event affects the\nshares of Common Stock such that an adjustment is determined by the Board of\nDirectors in its discretion to be appropriate in order to prevent dilution or\nenlargement of the benefits or potential benefits intended to be made available\nunder the Plan, then the Board of Directors shall, in such manner as it may deem\nequitable, adjust any or all of (i) the number of shares of Common Stock or\nother securities of the Company (or number and kind of other securities or\nproperty) with respect to which Options may be granted, (ii) the number of\nshares of Common Stock or other securities of the Company (or number and kind of\nother securities or property) subject to outstanding Options, and (iii) the\ngrant or exercise price with respect to any Option or, if deemed appropriate,\nmake provision for a cash payment to the holder of an outstanding Option in\nconsideration for the cancellation of such Option which shall equal the excess,\nif any, of the Fair Market Value of the shares of Common Stock subject to the\nOption over the aggregate exercise price of the Option.\n\n                  24. Purchase for Investment. Whether or not the Options and\nshares covered by the Plan have been registered under the Securities Act of\n1933, as amended, each person exercising an Option under the Plan may be\nrequired by the Company to give a representation in writing that such person is\nacquiring such shares for investment and not with a view to, or for sale in\nconnection with, the distribution of any part thereof. The Company will endorse\nany necessary legend referring to the foregoing restriction upon the certificate\nor certificates representing any shares issued or transferred to the Optionee\nupon the exercise of any option granted under the Plan.\n\n\n\n\n\n                                                                               7\n\n\n         25.      Amendment\/Termination. The Plan may be terminated or amended\nat any time by the Board of Directors; provided, however, that (i) any such\namendment shall comply with all applicable laws and applicable stock exchange\nlisting requirements and (ii) no such termination or amendment shall be made\nwithout shareholder approval if such approval is necessary to comply with any\ntax or regulatory requirement applicable to the Plan and provided that no\ntermination or amendment of the Plan, without the consent of the Optionee, may\nadversely affect the rights of such person with respect to any Option previously\ngranted under the Plan.\n\n         26.      Withholding. An Optionee may be required to pay to the Company\nand the Company shall have the right and is hereby authorized to withhold from\nthe settlement of any Option granted hereunder or from any compensation or other\namount owing to an Optionee the amount (in cash, shares of Common Stock, other\nsecurities, or other property) of any applicable withholding taxes in respect of\nan Option or its exercise and to take such other action as may be necessary in\nthe opinion of the Company to satisfy all obligations for the payment of such\ntaxes.\n\n         27.      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 Option shall be granted under the Plan\nafter December 31, 2006. Unless otherwise expressly provided in the Plan or in\nan applicable Option Agreement, any Option granted hereunder may, and the\nauthority of the Board of Directors to amend, alter, adjust, suspend,\ndiscontinue, or terminate any such Option or to waive any conditions or rights\nunder any such Option shall, continue after December 31, 2006.\n\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":[9539,9543],"class_list":["post-38282","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__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38282","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=38282"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38282"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38282"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38282"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}