{"id":38728,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-agreement-polo-ralph-lauren-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-agreement-polo-ralph-lauren-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-agreement-polo-ralph-lauren-corp-and.html","title":{"rendered":"Deferred Compensation Agreement &#8211; Polo Ralph Lauren Corp. and John D. Idol"},"content":{"rendered":"<pre>\n                         DEFERRED COMPENSATION AGREEMENT\n\n\n            AGREEMENT made as of the 3rd day of April, 1994, by and between Polo\nRalph Lauren Corporation, a corporation organized under the laws of the State of\nNew York (the 'Company'), and John D. Idol (the 'Executive').\n\n            The Board of Directors of the Company (the 'Board') recognizes that\nthe Executive's contribution to the growth and success of the Company has been\nsubstantial. The Board desires to assure itself of the continued employment of\nthe Executive by providing an incentive for him to continue his employment with\nthe Company.\n\n            In order to effect the foregoing, the Company and the Executive wish\nto enter into a Deferred Compensation Agreement on the terms and conditions set\nforth below.\n\n            Accordingly, in consideration of the premises and covenants\nhereinafter contained, the parties hereto agree as follows:\n\nSection 1. Deferred Compensation Account; Contributions to Trust.\n\n            (a) The Company shall credit to a book reserve (the 'Deferred\nCompensation Account') established for this purpose, commencing as of April 3,\n1994, and for each of the succeeding eleven months the sum of $20,833.33 and\ncommencing as of April 2, 1995 and for each month thereafter through and\nincluding March, 2014, an amount equal to 20% of the Executive's base salary for\nsuch month and of any incentive or bonus payment made to Executive during such\nmonth;\n\n\n\nprovided that the Executive is employed with the Company on the last business\nday of such month. The Deferred Compensation Account shall be debited or\ncredited with amounts representing all losses or earnings debited or credited to\nan account (the 'Account' established in respect of the Executive under the\nTrust (as hereinafter defined).\n\n            (b) Any amounts represented by credits made to the Deferred\nCompensation Account in accordance with the first sentence of paragraph (a)\nabove shall be contributed by the Company on the last business day of each month\nto the trust (the 'Trust') established under the Trust Agreement substantially\nin the form of Exhibit A annexed hereto (the 'Trust Agreement'). Amounts\ncontributed to the Trust and credited to the Executive's Account thereunder\nshall be invested and reinvested, at the direction of the Executive, in\naccordance with the provisions of the Trust Agreement.\n\n            (c) The Executive agrees on behalf of himself and his designated\nbeneficiary to assume all risk in connection with any debits or credits made to\nhis Account under the Trust by reason of losses or earnings on investments made\nin accordance with the provisions of the Trust Agreement.\n\nSection 2.  Benefit Payments.\n\n            (a) On the earlier of (i) April 1, 2004 and (ii) the earliest date\nreasonably practicable following the Executive's termination of employment with\nthe Company for any reason, the Company shall pay (or cause to be paid from the\nTrust) to the Executive or to the Executive's beneficiary or estate (in the\nevent of his death)\n\n\n                                        2\n\n\n\nin cash a lump sum amount equal to the vested amount (determined pursuant to\nSection 3 hereof) reflected in the Deferred Compensation Account as of the\napplicable date.\n\n            (b) If the Executive is still employed by the Company as of April 1,\n2004, crediting to the Deferred Compensation Account, and contributions to the\nTrust as provided in Section 1 hereof shall begin anew from zero and on the\nearlier of (i) April 1, 2014 and (ii) the earliest date reasonably practicable\nfollowing the Executive's termination of employment with the Company for any\nreason, the Company shall pay (or cause to be paid from the Trust) to the\nExecutive or to the Executive's beneficiary or estate (in the event of his\ndeath) in cash a lump sum amount equal to the vested amount (determined pursuant\nto Section 3 hereof) reflected in the Deferred Compensation Account as of the\napplicable date.\n\n            (c) The beneficiary referred to in paragraphs (a) and (b) above may\nbe designated or changed by the Executive (without the consent of any prior\nbeneficiary) on a form provided by the Company and delivered to the Company\nbefore his death. If no such beneficiary shall have been designated, or if no\ndesignated beneficiary shall survive the Executive, the lump sum payment\npayable under paragraphs (a) and (b) above shall be payable to the Executive's\nestate.\n\n\n                                        3\n\n\n\n\nSection 3.  Vesting.\n\n            (a) Except as provided in paragraph (b) below, the Executive's\ninterest in the Deferred Compensation Account shall be 60% vested as of April 1,\n1995 and thereafter shall vest at the rate of 10% on each of the following four\nanniversaries thereof, thereby becoming 100% vested on April 1, 1999, but only\nif the Executive is actively employed by the Company and has remained\ncontinuously so employed from the date hereof to and including the applicable\nvesting date. The Executive shall not be deemed to be actively employed for a\nperiod during which the Executive remains on the payroll for the purpose of\ncollecting salary pursuant to a severance or similar termination arrangement.\n\n            (b) In the event that (i) the Executive dies, (ii) the Executive's\nemployment is terminated by reason of Disability (as hereinafter defined) or\nExecutive becomes permanently disabled, (iii) the Executive's employment is\nterminated by the Company for other than Cause (as hereinafter defined) or (iv)\nthe Executive terminates employment for Good Reason (as hereinafter defined),\nthen the Executive's Deferred Compensation Account shall be 100% vested.\n\n            For purposes of this Agreement:\n\n            Termination of employment by reason of 'Disability' shall mean, if,\nas a result of the Executive's incapacity due to physical or mental illness, the\nExecutive shall have been absent from his duties hereunder on a full-time basis\nfor the entire period of twelve consecutive months.\n\n\n                                        4\n\n\n\n            'Cause' shall mean (i) the willful and continued failure by the\nExecutive to substantially perform his duties hereunder after demand for\nsubstantial performance is delivered by the Company that specifically identifies\nthe manner in which the Company believes the Executive has not substantially\nperformed his duties, or (ii) the Executive's conviction of any crime (whether\nor not involving the Company) constituting a felony or (iii) the willful\nengaging by the Executive in misconduct that is materially injurious to the\nCompany, monetarily or otherwise (including, but not limited to, conduct that\nconstitutes competitive activity). For purposes of this paragraph, no act, or\nfailure to act, on the Executive's part shall be considered 'willful' unless\ndone, or omitted to be done, by him not in good faith and without reasonable\nbelief that his action or omission was in the best interest of the Company.\nNotwithstanding the foregoing, the Executive shall not be deemed to have been\nterminated for Cause without (x) reasonable written notice to the Executive\nsetting forth the reasons for the Company's intention to terminate for Cause,\n(y) an opportunity for the Executive, together with his counsel, to be heard\nbefore the Board and (z) delivery to the Executive of a notice of termination\nfrom the Board finding that in the good faith opinion of the Board the Executive\nwas guilty of the conduct set forth above in clauses (i) - (iii) hereof, and\nspecifying the particulars thereof in detail.\n\n            'Good Reason' shall mean (i) the assignment to the Executive of a\ntitle or duties inconsistent with those of a senior executive of the Company or\n(ii) a reduction by the Board of the Executive's salary and\/or a termination or\nsubstantial reduction of an incentive or bonus plan in effect for Executive\nwhich termination or reduction eliminates any meaningful opportunity for\nExecutive to earn the combined\n\n\n                                        5\n\n\n\nsalary and target minimum bonus for the prior year or (iii) the permanent and\ninvoluntary relocation of Executive's office to a site outside the New York City\nmetropolitan area.\n\nSection 4.  Unfunded Arrangement.\n\n            It is the intention of the parties hereto that the arrangement\ndescribed in this Agreement be unfunded for tax purposes and for purposes of\nTitle I of the Employee Retirement Income Security Act of 1974, as amended.\nNothing contained in this Agreement or the Trust Agreement and no action taken\npursuant to the provisions of this Agreement or the Trust Agreement shall create\nor be construed to create a fiduciary relationship between the Company and the\nExecutive, his designated beneficiary or any other person. Any funds that may be\ninvested under the provisions of the Trust Agreement shall continue for all\npurposes to be a part of the general funds of the Company and no person other\nthan the Company shall by virtue of the provisions of this Agreement have any\ninterest in such funds. To the extent that any person acquires a right to\nreceive payments from the Company under this Agreement, such right shall be no\ngreater than the right of any unsecured general creditor of the Company. This\nAgreement constitutes a mere promise by the Company to make a benefit payment in\nthe future.\n\nSection 5.  Nonalienation of Benefits.\n\n            The right of the Executive or any other person to the payment of\ndeferred compensation or other benefits under this Agreement shall not be\nsubject in any manner to anticipation, alienation, sale, transfer, assignment,\npledge,\n\n\n                                        6\n\n\n\nencumbrance, attachment or garnishment by creditors of the Executive or the\nExecutive's beneficiary or estate.\n\nSection 6.  No Right to Employment.\n\n            Nothing contained herein shall be construed as conferring upon the\nExecutive the right to continue in the employ of the Company as an executive or\nin any other capacity.\n\nSection 7.  Effect on Other Benefits.\n\n            Any deferred compensation payable under this Agreement shall not be\ndeemed salary or other compensation to the Executive for the purpose of\ncomputing benefits to which he may be entitled under any pension plan or other\narrangement of the Company for the benefit of its employees.\n\nSection 8.  Binding Agreement.\n\n            This Agreement shall be binding upon and inure to the benefit of the\nCompany, its successors and assigns and the Executive and his heirs, executors,\nadministrators and legal representatives.\n\nSection 9.  Governing Law.\n\n            This Agreement shall be construed in accordance with and governed by\nthe laws of the State of New York without regard to its conflict of laws\nprinciples.\n\n\n                                        7\n\n\n\n\nSection 10. Validity.\n\n            The invalidity or unenforceability of any provision or provisions of\nthis Agreement shall not affect the validity or enforceability of any other\nprovision of this Agreement, which shall remain in full force and effect.\n\nSection 11. Counterparts.\n\n            This Agreement may be executed in one or more counterparts, each of\nwhich shall be deemed to be an original but all of which together will\nconstitute one and the same instrument.\n\nSection 12. Arbitration.\n\n            Any dispute or controversy arising under or in connection with this\nAgreement shall be settled exclusively by arbitration in the City of New York in\naccordance with the rules of the American Arbitration Association then in\neffect. Judgment may be entered on the arbitrator's award in any court having\njurisdiction. The expense of such arbitration shall be shared equally by the\nCompany and by the Executive; provided that the arbitrator shall be entitled to\ninclude as part of the award to the prevailing party the reasonable legal fees\nand expenses incurred by such party in an amount not to exceed $25,000 in\nconnection with enforcing its rights hereunder.\n\nSection 13. Amendment.\n\n            The Agreement may be amended in whole or in part by a written\ninstrument executed by both parties hereto.\n\n\n                                        8\n\n\n\n            IN WITNESS WHEREOF, the Company has caused this Agreement to be\nexecuted by its duly authorized officers and the Executive has hereunto set his\nhand and seal as of the date first above written.\n\n                              POLO RALPH LAUREN CORPORATION\n\n\n                              By     \/s\/ Cheryl L. Sterling\n                                 ------------------------------------------\n\n                                \/s\/ John D. Idol\n                              ---------------------------------------------\n                              JOHN D. IDOL\n\n\n                                        9\n\n\n\n                                                                       EXHIBIT A\n\n\n\n                                   TRUST UNDER\n                          POLO RALPH LAUREN CORPORATION\n                        DEFERRED COMPENSATION AGREEMENTS\n\n\n            (a) This Trust Agreement made this _____ day of ___________, 1993,\nby and between Polo Ralph Lauren Corporation (the 'Company') and\n______________________ (the 'Trustee');\n\n            (b) WHEREAS, the Company has entered into deferred compensation\nagreements (the 'Deferred Compensation Agreements') effective as of April 4,\n1993, with certain executives of the Company listed on Appendix 1 hereto (the\n'Executives') and may enter into similar agreements with other executives in the\nfuture;\n\n            (c) WHEREAS, the Company may incur liability under the terms of such\nDeferred Compensation Agreements with respect to the Executives;\n\n            (d) WHEREAS, the Deferred Compensation Agreements contemplate the\nestablishment of this trust (hereinafter called the 'Trust') and the\ncontribution by the Company to the Trust of amounts that shall be held therein,\nin order to assist the Company in meeting its obligations under the Deferred\nCompensation Agreements;\n\n            (e) WHEREAS, the assets of this Trust shall be subject to the claims\nof the Company's creditors in the event of the Company's Insolvency, as\n\n\n\nherein defined, until paid to the Executives and their respective beneficiaries\nin such manner and at such times as specified in the Deferred Compensation\nAgreements;\n\n            (f) WHEREAS, it is the intention of the parties that this Trust\nshall constitute an unfunded arrangement and shall not affect the status of the\nDeferred Compensation Agreements as unfunded plans maintained for the purpose of\nproviding deferred compensation for a select group of management or highly\ncompensated employees for purposes of Title I of the Employee Retirement Income\nSecurity Act of 1974, as amended ('ERISA') ;\n\n            NOW, THEREFORE, the parties do hereby establish the Trust and agree\nthat the Trust shall be comprised, held and disposed of as follows:\n\n            Section 14. Establishment of Trust.\n\n            (a) The Company hereby deposits with the Trustee in trust the sum of\n[$__________], which shall become the principal of the Trust to be held,\nadministered and disposed of by the Trustee as provided in this Trust Agreement.\n\n            (b) The Trust hereby established shall be irrevocable, but is\nsubject to termination in accordance with Section 12 hereof.\n\n            (c) The Trust is intended to be a grantor trust, of which the\nCompany is the grantor, within the meaning of subpart E, part I, subchapter J,\nchapter 1, subtitle A of the Internal Revenue Code of 1986, an amended, and\nshall be construed accordingly.\n\n            (d) The principal of the Trust, and any earnings thereon, shall be\nheld separate and apart from other funds of the Company and shall be used\nexclusively for the purposes herein set forth. The Executives and their\nbeneficiaries\n\n\n                                        2\n\n\n\nshall have no preferred claim on, or any beneficial ownership interest in, any\nassets of the Trust. Any rights created under the Deferred Compensation\nAgreements and this Trust Agreement shall be mere unsecured contractual rights\nof the Executives and their beneficiaries against the Company. Any assets held\nby the Trust will be subject to the claims of the Company's general creditors\nunder federal and state law in the event that the Company is considered\nInsolvent, as defined in Section 3(a) herein.\n\n            (e) On the last business day of each month, or otherwise as required\npursuant to the Deferred Compensation Agreements, the Company shall contribute\nin cash to the Trustee hereunder an amount equal to the contributions required\nto be made pursuant to the terms of the Deferred Compensation Agreements. The\nTrustee shall not have any right to compel such contributions.\n\n            Section 15. Payments to Executives and their Beneficiaries.\n\n            (a) The Company shall deliver to the Trustee a schedule (the\n'Payment Schedule') that indicates the name of each Executive for whom\ncontributions are being made, the amounts contributed in respect of each\nExecutive, a formula or other instructions acceptable to the Trustee for\ndetermining the amounts payable in respect of each Executive, and the time of\ncommencement and conditions for payment of such amounts (as provided for under\nthe Deferred Compensation Agreements). Except as otherwise provided herein, the\nTrustee shall make payments to the Executives and their beneficiaries in\naccordance with such Payment Schedule. The Trustee shall make provision for the\nreporting and withholding of any federal, state or local taxes that may be\nrequired to be withheld with respect to the payment of benefits pursuant to the\nterms of the Deferred Compensation Agreements and shall\n\n\n                                        3\n\n\n\npay amounts withheld to the appropriate taxing authorities or determine that\nsuch amounts have been reported, withheld and paid by the Company.\n\n            (b) The entitlement of the Executives or their beneficiaries to\nbenefits shall be determined in accordance with the provisions of the Deferred\nCompensation Agreements.\n\n            (c) The Company may make payment of benefits directly to the\nExecutives or their beneficiaries as they become due under the terms of the\nDeferred Compensation Agreements. The Company shall notify the Trustee of its\ndecision to make payment of benefits directly prior to the time amounts payable\nto the Executives or their beneficiaries are due. In the event that the Company\npays the entire amount due to an Executive (or his beneficiary) pursuant to the\nterms of the Executive's Deferred Compensation Agreement, then the Trustee, upon\nreceipt of certification from the Company that such payment has been made, shall\nreturn to the Company all Trust assets that have been credited to such\nExecutive's Account (as defined in Section 5(a) hereof).\n\n            Section 16. Trustee Responsibility Regarding Payments to Trust\n                        Beneficiary When the Company Is Insolvent.\n\n            (a) The Trustee shall cease payment of benefits to the Executives\nand their beneficiaries if the Company is Insolvent. The Company shall be\nconsidered 'Insolvent' for purpose of this Trust Agreement if (i) the Company is\nunable to pay its debts as they become due, or (ii) the Company is subject to a\npending procedure as a debtor under the United States Bankruptcy Code.\n\n\n                                        4\n\n\n\n            (b) At all times during the continuance of this Trust, as provided\nin Section 1(d) hereof, the principal and income of the Trust shall be subject\nto claims of general creditors of the Company under federal and state law as set\nforth below.\n\n                  (1) The Board of Directors and the Chief Executive Officer of\n      the Company shall have the duty to inform the Trustee in writing of the\n      Company's becoming Insolvent. If a person claiming to be a creditor of the\n      Company alleges in writing to the Trustee that the Company has become\n      Insolvent, the Trustee shall determine whether the Company is Insolvent\n      and, pending such determination, the Trustee shall discontinue payment of\n      benefits to the Executives or their beneficiaries.\n\n                  (2) Unless the Trustee has actual knowledge of the Company's\n      becoming Insolvent, or has received notice from the Company or a person\n      claiming to be a creditor alleging that the Company is Insolvent, the\n      Trustee shall have no duty to inquire whether the Company is Insolvent.\n      The Trustee may in all events rely on such evidence concerning the\n      Company's solvency as may be furnished to the Trustee and that provides\n      the Trustee with a reasonable basis for making a determination concerning\n      the Company's solvency.\n\n                  (3) If at any time the Trustee has determined that the Company\n      is Insolvent, the Trustee shall discontinue payments to the Executives or\n      their beneficiaries and shall hold the assets of the Trust for the benefit\n      of the Company's general creditors. Nothing in this Trust Agreement shall\n      in any way diminish any rights of the Executives or their beneficiaries to\n\n\n                                        5\n\n\n\n      pursue their rights as general creditors of the Company with respect to\n      benefits due under the Deferred Compensation Agreements or otherwise.\n\n                  (4) The Trustee shall resume the payment of benefits to the\n      Executives or their beneficiaries in accordance with Section 2 of this\n      Trust Agreement only after the Trustee has determined that the Company is\n      not Insolvent (or is no longer Insolvent).\n\n            (c) Provided that there are sufficient assets, if the Trustee\ndiscontinues the payment of benefits from the Trust pursuant to Section 3(b)\nhereof and subsequently resumes such payments, the first payment following such\ndiscontinuance shall include the aggregate amount of all payments due to the\nExecutives or their beneficiaries under the terms of the Deferred Compensation\nAgreements for the period of such discontinuance, less the aggregate amount of\nany payments made to the Executives or their beneficiaries by the Company in\nlieu of the payments provided for hereunder during any such period of\ndiscontinuance.\n\n            Section 17. Payments to Company.\n\n            Except as provided in Sections 2(c) and 3 hereof, the Company shall\nhave no right or power to direct the Trustee to return to the Company or to\ndivert to others any of the Trust assets before all payments of benefits have\nbeen made to the Executives and their beneficiaries pursuant to the terms of the\nDeferred Compensation Agreements.\n\n            Section 18. Accounts and Investment Authority.\n\n            (a) Contributions to the Trust on behalf of each Executive and any\ninterest and earnings thereon shall be separately credited to an account (the\n\n\n                                        6\n\n\n\n'Account') established and held by the Trustee for each such Executive. Each\nExecutive shall timely instruct the Trustee, in writing, as to the manner in\nwhich the assets held in his Account shall be invested. Assets may be invested\nin any one or more of the mutual funds managed by the Vanguard Group of\nInvestment Companies, subject to their rules. In the event that an Executive\nfails to timely instruct the Trustee, then the Trustee shall use its good faith\nefforts to invest and reinvest the assets credited to such Executive's Account\nin any such mutual fund or in cash or marketable securities or other investments\nas it deems prudent under the circumstances. Without limitation of and in\naddition to the foregoing, the term 'investments' as used in this Section shall\ninclude stocks of all kinds and classes (other than stocks of the Company or any\naffiliate), bonds, notes, debentures, savings bank accounts and other interest\nbearing deposits, mortgages and other obligations, insurance contracts and\nannuities, common trust funds, shares or participations in any investment\ncompany, fund or trust, and all other property, tangible and intangible, real,\npersonal and mixed of every kind and nature.\n\n            (b) In no event may the Trustee invest in securities (including\nstock or rights to acquire stock) or obligations issued by the Company or\naffiliates, other than a de minimis amount held in common investment vehicles in\nwhich the Trustee invests.\n\n            Section 19. Disposition of Income.\n\n            (a) During the term of this Trust, all income received by the Trust,\nnet of expenses, shall be accumulated and reinvested.\n\n\n                                        7\n\n\n\n            Section 20. Accounting by Trustee.\n\n            The Trustee shall separately keep accurate and detailed records of\nall investments, receipts, disbursements, and all other transactions required to\nbe made, with respect to the Account of each Executive, including such specific\nrecords as shall be agreed upon in writing between the Company and the Trustee.\nWithin 60 days following the close of each calendar quarter and within 120 days\nafter the removal or resignation of the Trustee, the Trustee shall deliver to\nthe Company a written account of its administration of the Trust during such\nquarter or during the period from the close of the last preceding quarter to the\ndate of such removal or resignation, setting forth separately with respect to\neach Account, all investments, receipts, disbursements and other transactions\neffected by it for each Executive, including a description of all securities and\ninvestments purchased and sold with the cost or net proceeds of such purchases\nor sales (accrued interest paid or receivable being shown separately), and\nshowing all cash, securities and other property held in the Trust for each\nExecutive at the end of such quarter or as of the date of such removal or\nresignation, as the case may be.\n\n            Section 21. Responsibility of Trustee.\n\n            (a) The Trustee shall act with the care, skill, prudence and\ndiligence under the circumstances then prevailing that a prudent person acting\nin like capacity and familiar with such matters would use in the conduct of an\nenterprise of a like character and with like aims; provided, however, that the\nTrustee shall incur no liability to any person for any action taken pursuant to\na direction, request or approval given by the Company or any of the Executives\nthat is contemplated by, and in\n\n\n                                        8\n\n\n\nconformity with, the terms of the Deferred Compensation Agreements or this\nTrust. In the event of a dispute between the Company and a party, the Trustee\nmay apply to a court of competent jurisdiction to resolve the dispute.\n\n            (b) If the Trustee undertakes or defends any litigation arising in\nconnection with this Trust, the Company agrees to indemnify the Trustee against\nthe Trustee's costs, expenses and liabilities (including, without limitation,\nattorneys' fees and expenses) relating thereto and to be primarily liable for\nsuch payments. If the Company does not pay such costs, expenses and liabilities\nin a reasonably timely manner, the Trustee may obtain payment from the Trust.\n\n            (c) The Trustee may consult with legal counsel (who may also be\ncounsel for the Company generally) with respect to any of its duties or\nobligations hereunder.\n\n            (d) The Trustee may hire agents, accountants, actuaries, investment\nadvisors, financial consultants or other professionals to assist it in\nperforming any of its duties or obligations hereunder.\n\n            (e) The Trustee shall have, without exclusion, all powers conferred\non the Trustee by applicable law, unless expressly provided otherwise herein.\n\n            (f) Notwithstanding any power granted to the Trustee pursuant to\nthis Trust Agreement or to applicable law, the Trustee shall not have any power\nthat could give this Trust the objective of carrying on a business and dividing\nthe gains therefrom, within the meaning of section 301.7701-2 of the Procedure\nand Administrative Regulations promulgated pursuant to the Internal Revenue Code\nof 1986, as amended.\n\n\n                                        9\n\n\n\n            Section 22. Compensation and Expenses of Trustee.\n\n            The Company shall pay all administrative and Trustee's fees and\nexpenses.\n\n            Section 23. Resignation and Removal of Trustee.\n\n            (a) The Trustee may resign at any time by written notice to the\nCompany, which shall be effective 30 days after receipt of such notice unless\nthe Company and the Trustee agree otherwise.\n\n            (b) The Trustee may be removed by the Company on 30 days' notice or\nupon shorter notice accepted by Trustee.\n\n            (c) Upon resignation or removal of the Trustee and appointment of a\nsuccessor Trustee, all assets shall subsequently be transferred to the successor\nTrustee. The transfer shall be completed within 30 days after receipt of notice\nof resignation, removal or transfer, unless the Company extends the time limit.\n\n            (d) If the Trustee resigns or is removed, a successor shall be\nappointed, in accordance with Section 11 hereof, by the effective date of\nresignation or removal under paragraphs (a) or (b) of this section. If no such\nappointment has been made, the Trustee may apply to a court of competent\njurisdiction for appointment of a successor or for instructions. All expenses of\nthe Trustee in connection with the proceeding shall be allowed as administrative\nexpenses of the Trust.\n\n            Section 24. Appointment of Successor.\n\n            (a) If the Trustee resigns or is removed in accordance with Section\n10(a) or (b) hereof, the Company may appoint any third party, such as a bank\n\n\n                                       10\n\n\n\ntrust department or other party that may be granted corporate trustee powers\nunder state law, as a successor to replace the Trustee upon resignation or\nremoval. The appointment shall be effective when accepted in writing by the new\nTrustee, who shall have all of the rights and powers of the former Trustee,\nincluding ownership rights in the Trust assets. The former Trustee shall execute\nany instrument necessary or reasonably requested by the Company or the successor\nTrustee to evidence the transfer.\n\n            (b) The successor Trustee need not examine the records and acts of\nany prior Trustee and may retain or dispose of existing Trust assets, subject to\nSections 7 and 8 hereof. The successor Trustee shall not be responsible for and\nthe Company shall indemnify and defend the successor Trustee from any claim or\nliability resulting from any action or inaction of any prior Trustee or from any\nother past event, or any condition existing at the time it becomes successor\nTrustee.\n\n            Section 25. Amendment or Termination.\n\n            (a) This Trust Agreement may be amended by a written instrument\nexecuted by the Trustee and the Company; provided, however, that no amendment\nthat alters or impairs the rights of any Executive hereunder (including, but not\nlimited to an amendment that changes or eliminates any of the available\ninvestment options described in Section 5 hereof) may be made without the prior\nwritten consent of the affected Executive.\n\n            (b) The Trust shall not terminate until the date on which the\nExecutives and their beneficiaries are no longer entitled to benefits pursuant\nto the\n\n\n                                       11\n\n\n\nterms of the Deferred Compensation Agreements. Upon termination of the Trust any\nassets remaining in the Trust shall be returned to Company.\n\n            (c) Upon written approval of the Executives or their beneficiaries\nentitled to payment of benefits pursuant to the terms of the Deferred\nCompensation Agreements, the Company may terminate this Trust prior to the time\nall benefit payments under the Deferred Compensation Agreements have been made.\nAll assets in the Trust at termination shall be returned to the Company.\n\n            Section 26. Miscellaneous.\n\n            (a) Any provision of this Trust Agreement prohibited by law shall be\nineffective to the extent of any such prohibition, without invalidating the\nremaining provisions hereof.\n\n            (b) Benefits payable to the Executives and their beneficiaries under\nthis Trust Agreement may not be anticipated, assigned (either at law or in\nequity), alienated, pledged, encumbered or subjected to attachment, garnishment,\nlevy, execution or other legal or equitable process.\n\n            (c) This Trust Agreement shall be construed in accordance with and\ngoverned by the laws of New York without regard to its conflict of laws\nprinciples.\n\n\n                                       12\n\n\n\n            Section 27. Effective Date.\n\n            The effective date of this Trust Agreement shall be as ________ __,\nof 199_.\n\n            IN WITNESS WHEREOF, the parties hereto have executed the Trust as of\nthe date first above written.\n\n                          POLO RALPH LAUREN CORPORATION\n\n\n                          By:__________________________________\n\n\n                          [                            ], Trustee\n\n\n                          By:__________________________________\n\n\n\n                                       13\n\n\n                                   APPENDIX 1\n\n                               List of Executives\n\n                           AMENDMENT NO. 1 TO\n                     DEFERRED COMPENSATION AGREEMENT\n\n\n      Agreement dated as of October 31, 1994 between Ralph Lauren Corporation\n('Polo'), Polo Ralph Lauren, L.P. (the 'Partnership') and John D. Idol\n('Executive').\n\n      Polo and Executive are parties to a certain Deferred Compensation\nAgreement dated as of the 3rd day of April, 1994 (the 'Agreement').\n\n      Polo has transferred substantially all of its assets and liabilities and\nits business to the Partnership as of the date first written above.\n\n      The parties wish to confirm and acknowledge that Polo has assigned to the\nPartnership and the Partnership has assumed, all rights, duties and obligations\nof Polo under the Agreement.\n\n      NOW, THEREFORE, intending to be bound the parties hereby agree as follows\nwith effect from the first date written above.\n\n      1. All references to the Company under the Agreement shall refer to Polo\nRalph Lauren, L.P., a Delaware limited partnership, and all notices shall be\naddressed to that entity. The Partnership hereby agrees to fulfill all the\nduties and obligations of the Company under the Agreement and to be bound by the\nterms thereof.\n\n      2. Except where the context requires otherwise, references in the\nAgreement to the 'Board of Directors' of the Company or its 'Board' shall mean\nthe executive or managing board of the Company which is vested with the\nauthority to hire and dismiss the executive officers of the Company and if that\npower is vested in a general partner of the Company then such reference shall be\nto the Board of\n\n\n                                                                               2\n\n\n\nDirectors or the executive or managing board, as the case may be, of such\ngeneral partner.\n\n      3. The Agreement remains in full force and effect and unmodified except as\nherein provided.\n\n      IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as\nof the date first written above.\n\n                              POLO RALPH LAUREN CORPORATION, a\n                                 New York corporation\n\n\n                              By:    \/s\/ Michael J. Newman\n                                  ----------------------------------------------\n\n\n                              POLO RALPH LAUREN, L.P., a\n                                 Delaware limited partnership\n                              By: POLO RALPH LAUREN\n                                 CORPORATION, General Partner\n\n                              By:    \/s\/ Michael J. Newman\n                                  ----------------------------------------------\n\n                              EXECUTIVE:\n\n\n                              \/s\/ John D. Idol\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":[9539,9544],"class_list":["post-38728","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38728","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=38728"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38728"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38728"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38728"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}