{"id":38732,"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-lp-and-f.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-agreement-polo-ralph-lauren-lp-and-f","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-agreement-polo-ralph-lauren-lp-and-f.html","title":{"rendered":"Deferred Compensation Agreement &#8211; Polo Ralph Lauren LP and F. Lance Isham"},"content":{"rendered":"<pre>\n                         DEFERRED COMPENSATION AGREEMENT\n\n            AGREEMENT made as of the 2nd day of April, 1995, by and between Polo\nRalph Lauren, L.P., a limited partnership organized under the laws of the State\nof Delaware (the 'Company'), and F. Lance Isham (the 'Executive').\n\n            The Company recognizes that the Executive's contribution to the\ngrowth and success of the Company has been substantial. The Company desires to\nassure itself of the continued employment of the Executive by providing an\nincentive for him to continue his employment with the 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,\n1995, and for each month thereafter through and including March, 2005, an amount\nequal to 20% of the Executive's base salary for such month and of any incentive\nor bonus payment made to Executive during such month; provided that the\nExecutive is employed with the Company on the last business day of such month.\nThe Deferred Compensation Account shall be debited or credited with amounts\nrepresenting all losses or earnings debited or credited to an account (the\n'Account') established in respect of the Executive under the Trust (as\nhereinafter defined). No credit shall be\n\n\n\nmade with respect to salary, incentive or bonus payments for any period prior to\nApril 2, 1995, irrespective of when such payments were actually made.\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 annexed as\nExhibit A hereto (such agreement as amended or supplemented and any successor\nagreement hereinafter referred to as the 'Trust Agreement'). Amounts contributed\nto the Trust and credited to the Executive's Account thereunder shall be\ninvested and reinvested, at the direction of the Executive, in accordance with\nthe 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, 2005 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) in cash a lump sum amount equal to the vested amount\n(determined pursuant to\n\n\n                                        2\n\n\n\nSection 3 hereof) reflected in the Deferred Compensation Account as of the date\nof such termination.\n\n            (b) The beneficiary referred to in paragraph (a) above may be\ndesignated 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 payable\nunder paragraph (a) above shall be payable to the Executive's estate.\n\nSection 3.  Vesting.\n\n            (a) Except as provided in paragraph (b) below, the Executive's\ninterest in the Deferred Compensation Account shall vest at the rate of 20% per\nyear, commencing on the first anniversary of April 2, 1995, and on each of the\nfollowing four anniversaries thereof, thereby becoming 100% vested on April 2,\n2000, but only if the Executive is actively employed by the Company and has\nremained continuously so employed from the date hereof to and including the\napplicable anniversary date. The Executive shall not be deemed to be actively\nemployed for a period during which the Executive remains on the payroll for the\npurpose of collecting salary pursuant to a severance or similar termination\narrangement.\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), (iii)\nthe Executive's employment is terminated by the Company for other than Cause (as\nhereinafter defined) or (iv) the Executive terminates employment for Good Reason\n(as\n\n\n                                        3\n\n\n\nhereinafter defined), then the Executive's Deferred Compensation Account shall\nbe 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 six consecutive months.\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) or that subjects, or if generally known, would\nsubject the Company to public ridicule or embarrassment. For purposes of this\nparagraph, no act, or failure to act, on the Executive's part shall be\nconsidered 'willful' unless done, or omitted to be done, by him not in good\nfaith and without reasonable belief that his action or omission was in the best\ninterest of the Company. Notwithstanding the foregoing, the Executive shall not\nbe deemed to have been terminated for Cause without (x) reasonable written\nnotice to the Executive setting forth the reasons for the Company's intention to\nterminate for Cause, (y) an opportunity for the Executive, together with his\ncounsel,\n\n\n                                        4\n\n\n\nto be heard before the Board (as hereinafter defined) and (z) delivery to the\nExecutive of a notice of termination from the Board finding that in the good\nfaith opinion of the Board the Executive was guilty of the conduct set forth\nabove in clauses (i) - (iii) hereof, and specifying the particulars thereof in\ndetail.\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. 'Board' shall mean the\nboard of directors of the Company's general partner or such other managing board\nor committee as is vested with authority to hire and\/or discharge executive\nofficers of the Company.\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,\n\n\n                                        5\n\n\n\nsuch right shall be no greater than the right of any unsecured general creditor\nof the Company. This Agreement constitutes a mere promise by the Company to make\na benefit payment in the 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, encumbrance, attachment or garnishment by creditors of the Executive or\nthe Executive'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\n\n                                        6\n\n\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\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. Fees and expenses payable to the American Arbitration Association\nand the\n\n\n                                        7\n\n\n\narbitration - arbitrator shall be shared equally by the Company and by the\nExecutive, but the parties shall otherwise bear their own costs in connection\nwith the arbitration; provided that the arbitrator shall be entitled to include\nas part of the award to the prevailing party the reasonable legal fees and\nexpenses incurred by such party in an amount not to exceed $25,000.\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            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, L.P.\n\n                                    By    \/s\/ Michael J. Newman\n                                       -----------------------------------\n\n                                    EXECUTIVE:\n\n                                          \/s\/  F. Lance Isham\n                                    --------------------------------------\n                                    F. Lance Isham\n\n\n                                        8\n\n\n\n\n                                                                       EXHIBIT A\n\n                                   TRUST UNDER\n                          POLO RALPH LAUREN CORPORATION\n\n                        DEFERRED COMPENSATION AGREEMENTS\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 herein\ndefined, until paid to the Executives and their respective beneficiaries in such\nmanner and at such times as specified in the Deferred Compensation Agreements;\n\n\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 1. 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, as 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 shall have no preferred claim on, or any beneficial ownership\ninterest in, any assets of the Trust. Any rights created under the Deferred\nCompensation Agreements and\n\n\n                                        2\n\n\n\nthis Trust Agreement shall be mere unsecured contractual rights of the\nExecutives and their beneficiaries against the Company. Any assets held by the\nTrust will be subject to the claims of the Company's general creditors under\nfederal and state law in the event that the Company is considered Insolvent, as\ndefined 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 2. 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 pay amounts withheld to\nthe appropriate taxing authorities or determine that such amounts have been\nreported, withheld and paid by the Company.\n\n\n                                        3\n\n\n\n            (b) The entitlement of the Executives of 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 3.  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 purposes of this Trust Agreement if (i) the Company\nis unable to pay its debts as they become due, or (ii) the Company is subject to\na pending procedure as a debtor under the United States Bankruptcy Code.\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\n                                        4\n\n\n\n                        (1) The Board of Directors and the Chief Executive\n      Officer of the Company shall have the duty to inform the Trustee in\n      writing of the Company's becoming Insolvent. If a person claiming to be a\n      creditor of the Company alleges in writing to the Trustee that the Company\n      has become Insolvent, the Trustee shall determine whether the Company is\n      Insolvent and, pending such determination, the Trustee shall discontinue\n      payment of benefits to the Executives or their beneficiaries.\n\n                        (2) Unless the Trustee has actual knowledge of the\n      Company's becoming Insolvent, or has received notice from the Company or a\n      person claiming to be a creditor alleging that the Company is Insolvent,\n      the Trustee shall have no duty to inquire whether the Company is\n      Insolvent. The Trustee may in all events rely on such evidence concerning\n      the Company's solvency as may be furnished to the Trustee and that\n      provides the Trustee with a reasonable basis for making a determination\n      concerning the Company's solvency.\n\n                        (3) If at any time the Trustee has determined that the\n      Company is Insolvent, the Trustee shall discontinue payments to the\n      Executives or their beneficiaries and shall hold the assets of the Trust\n      for the benefit of the Company's general creditors. Nothing in this Trust\n      Agreement shall in any way diminish any rights of the Executives or their\n      beneficiaries to pursue their rights as general creditors of the Company\n      with respect to benefits due under the Deferred Compensation Agreements or\n      otherwise.\n\n\n                                        5\n\n\n\n                        (4) The Trustee shall resume the payment of benefits to\n      the 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 4. 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 5. 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'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\n\n\n                                        6\n\n\n\nassets held in his Account shall be invested. Assets may be invested in any one\nor more of the mutual funds managed by the Vanguard Group of Investment\nCompanies, subject to their rules. In the event that an Executive fails to\ntimely instruct the Trustee, then the Trustee shall use its good faith efforts\nto invest and reinvest the assets credited to such Executive's Account in any\nsuch mutual fund or in cash or marketable securities or other investments as it\ndeems prudent under the circumstances. Without limitation of and in addition to\nthe foregoing, the term 'investments' as used in this Section shall include\nstocks 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\naffiliate, other than a de minimis amount held in common investment vehicles in\nwhich the Trustee invests.\n\n            Section 6. 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            Section 7. 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,\n\n\n                                        7\n\n\n\nwith respect to the Account of each Executive, including such specific records\nas shall be agreed upon in writing between the Company and the Trustee. Within\n60 days following the close of each calendar quarter and within 120 days after\nthe removal or resignation of the Trustee, the Trustee shall deliver to the\nCompany a written account of its administration of the Trust during such quarter\nor during the period from the close of the last preceding quarter to the date of\nsuch removal or resignation, setting forth separately with respect to each\nAccount, 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 8. 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 conformity with, the terms of the Deferred\nCompensation Agreements or this Trust. In the event of a dispute between the\nCompany and a party, the Trustee may apply to a court of competent jurisdiction\nto resolve the dispute.\n\n\n                                        8\n\n\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            Section 9. Compensation and Expenses of Trustee.\n\n            The Company shall pay all administrative and Trustee's fees and\nexpenses.\n\n\n                                        9\n\n\n\n            Section 10. 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 11. 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\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\n\n\n                                       10\n\n\n\nhave all of the rights and powers of the former Trustee, including ownership\nrights in the Trust assets. The former Trustee shall execute any instrument\nnecessary or reasonably requested by the Company or the successor Trustee to\nevidence 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 12. 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 terms of the Deferred Compensation Agreements. Upon termination of the\nTrust any assets 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\n\n\n                                       11\n\n\n\nAgreements, the Company may terminate this Trust prior to the time all benefit\npayments under the Deferred Compensation Agreements have been made. All assets\nin the Trust at termination shall be returned to the Company.\n\n            Section 13. 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            Section 14. Effective Date.\n\n            The effective date of this Trust Agreement shall be as of ________\n__, 1993.\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                          By:__________________________________\n\n                          [                          ],  Trustee\n\n                          By:__________________________________\n\n\n                                       12\n\n\n                                   APPENDIX 1\n\n                               List of Executives\n\n\n                                       13\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-38732","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\/38732","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=38732"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38732"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38732"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38732"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}