{"id":39457,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-polo-ralph-lauren-corp-and-cheryl-l4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-polo-ralph-lauren-corp-and-cheryl-l4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-polo-ralph-lauren-corp-and-cheryl-l4.html","title":{"rendered":"Employment Agreement &#8211; Polo Ralph Lauren Corp. and Cheryl L. Sterling"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n        AGREEMENT made as of the 26th day of October, 1993, between Polo Ralph\nLauren Corporation, a New York corporation (the 'Company'), and Cheryl L.\nSterling (the 'Executive').\n\n        The Executive is presently employed by the Company as the President of\nits Polo Ralph Lauren Retail and Licensing Co. division.\n\n        The Board of Directors of the Company (the 'Board') recognizes that the\nExecutive's contribution to the growth and success of the Company will be\nsubstantial. The Board desires to provide for the continued employment of the\nExecutive and to make employment arrangements with the Company which the board\nhas determined will reinforce and encourage the attention and dedication to the\nCompany of the Executive as a member of the Company's management, in the best\ninterest of the Company. The Executive is willing to commit herself to serve\nthe Company, on the terms and conditions herein provided.\n\n        In order to effect the foregoing, the Company and the Executive wish to\nenter into an employment agreement on the terms and conditions set forth below.\nAccordingly, in consideration of the premises and the respective covenants and\nagreements of the parties herein contained, and intending to be legally bound\nhereby, the parties hereto agree as follows:\n\n        1.      Employment. The Company hereby agrees to employ the Executive,\nand the Executive hereby agrees to serve the Company, on the terms and\nconditions set forth herein.\n\n        2.      Term. The employment of the Executive by the Company as\nprovided in Section 1 pursuant to this Agreement will be effective on the date\nhereof. Executive will serve at the direction and pleasure of the Board.\n\n        3.      Position and Duties. The Executive shall serve in the capacity\ndescribed above and shall have such responsibilities, duties and authority as\nshe may have as of the date hereof (or which arise from any comparable position\nas a key executive officer to which she may be appointed after the date hereof)\nand as may from time to time be assigned to the Executive by the Board that are\nconsistent with such responsibilities, duties and authority. The Executive\nshall devote substantially all her working time and efforts to the business and\naffairs of the Company.\n\n        4.      Compensation and Related Matters.\n\n                (a)     Salary. During the period of the Executive's employment\nhereunder, the Company shall pay to the Executive an annual salary determined\nby the Board. Such salary shall be paid in substantially equal installments on\na basis consistent with the Company's payroll practices. This salary shall be\nsubject to annual review by the Board.\n\n\n        (b)     Expenses. During the term of the Executive's employment\nhereunder, the Executive shall be entitled to receive prompt reimbursement for\nall reasonable and customary expenses incurred by the Executive in performing\nservices hereunder, including all expenses of travel and living expenses while\naway from home on business or at the request of and in the service of the\nCompany, provided that such expenses are incurred and accounted for in\naccordance with the policies and procedures established by the Company.\n\n        (c)     Other Benefits. During the term of Executive's employment\nhereunder, Executive shall be entitled to participate in or receive benefits\nunder any medical, pension, profit sharing or other employee benefit plan or\narrangement generally made available by the Company now or in the future to its\nexecutives and key management employees (or to their family members), subject\nto and on a basis consistent with the terms, conditions and overall\nadministration of such plans and arrangements. Nothing paid to the Executive\nunder any plan or arrangement presently in effect or made available in the\nfuture shall be deemed to be in lieu of the salary payable to the Executive\npursuant to paragraph (a) of this Section.\n\n        (d)     Vacations. The Executive shall be entitled to reasonable\nvacations consistent with past practice.\n\n        5.      Termination.\n\n        (a)     Termination by Company. The Executive's employment hereunder\nmay be terminated by the Board at any time with or without cause.\n\n        (b)     Termination by the Executive. The Executive may terminate her\nemployment hereunder for Good Reason. For purposes of this Agreement, 'Good\nReason' shall mean (A) the assignment to the Executive of a title or duties\ninconsistent with those of a senior executive of the Company; (B) a reduction\nby the Board of the Executive's salary; or (C) a failure by the Company to\ncomply with any material provision of this Agreement which has not been cured\nwithin thirty (30) days after notice of such noncompliance has been given by\nthe Executive to the Company.\n\n        (c)     Any termination of the Executive's employment by the Company or\nby the Executive (other than termination pursuant to section 6(d)(i) hereof)\nshall be communicated by written Notice of Termination to the other party\nhereto in accordance with Section 11 hereof. If termination is pursuant to\nSections 6(d)(ii)-(iii) or 5(b) hereof, the 'Notice of Termination' shall mean\na notice which shall indicate the specific termination provision in this\nAgreement relied upon and shall set forth in reasonable detail the facts and\ncircumstances claimed to provide a basis for termination of the Executive's\nemployment under the provision so indicated.\n\n        6.      Compensation Upon Termination\n\n        (a)     If Company shall terminate Executive's employment for any reason\nother than an Enumerated Reason as set forth in Section 6(d) hereof or if\n\n                                       2\n\nExecutive resigns for Good Reason pursuant to Section 5(b) hereof, then so long\nas Executive complies with Section 8 hereof Executive shall be entitled to the\nfollowing: \n\n                (i) Continued salary payments (less applicable withholdings) for\n        a period of thirty-six (36) months from the date of termination at the\n        rate and in the manner in effect on such date (unless employment is\n        terminated by Executive for Good Reason pursuant to Section 5(b) hereof\n        as a result of a salary reduction in which case salary payments shall\n        continue at the rate in effect prior to such reduction).\n\n                (ii) Continued participation in the Company's health benefit\n        plans during the severance period, provided if Executive is provided\n        with similar coverage by a successor employer, any such coverage by the\n        Company shall cease;\n\n                (iii) Continued use of Company automobile until the then\n        existing auto lease term expires; and\n\n                (iv) Waiver of collateral interest securing return to Company of\n        premium for Executive's existing Split Dollar Life Insurance Policy.\n\n        If a Change of Control shall have occurred prior to the date of\ntermination, Executive shall be entitled at her option, exercisable in writing\nwithin fifteen days of the date of termination, to receive the equivalent of the\nthirty-six (36) months' salary continuation pursuant to subsection (i) above in\ntwo equal lump sum installments, the first payable within 30 days of the date of\ntermination and the second on the first anniversary of the date of termination.\nAs used herein, the term 'Change of Control' shall mean Ralph Lauren or members\nof his family (or trusts created for their benefit) no longer control 50% or\nmore of the voting power of the then outstanding securities of the Company\nentitled to vote for the election of the Company's Directors.\n\n        (b) If the Executive's employment is terminated by her death, the\nCompany shall pay any amounts due to the Executive through the date of her\ndeath. \n\n        (c) If the Executive's employment shall be terminated by the Company\npursuant to Section 6(d)(ii) or (iii) for an Enumerated Reason or by the\nExecutive for other than Good Reason, the Company shall pay the Executive her\nfull salary through the date of termination at the rate in effect at the time\nNotice of Termination is given and the Company shall have no further\nobligations to the Executive under this Agreement but Executive shall be bound\nby Section 8 hereof.\n\n        (d) The term 'Enumerated reason' with respect to termination by the\nCompany of Executive's employment shall mean any one of the following reasons: \n\n\n                                       3\n\n                (i) Death. The Executive's employment hereunder shall terminate\n        upon her death.\n\n                (ii) Disability. If, as a result of the Executive's incapacity\n        due to physical or mental illness, the Executive shall have been absent\n        from her duties hereunder on a full-time basis for the entire period of\n        six consecutive months, and within thirty (30) days after written Notice\n        of Termination is given (which may occur before or after the end of such\n        six month period) shall not have returned to the performance of her\n        duties hereunder on a full-time basis, the Company may terminate the\n        Executive's employment hereunder.\n\n                (iii) Cause. The Company shall have 'Cause' to terminate the\n        Executive's employment hereunder upon (1) the willful and continued\n        failure by the Executive to substantially perform her duties hereunder\n        after demand for substantial performance is delivered by the Company\n        that specifically identifies the manner in which the Company believes\n        the Executive has not substantially performed her duties, or (2)\n        Executive's conviction of any crime (whether or not involving the\n        Company) constituting a felony or (3) the willful engaging by the\n        Executive in misconduct which is materially injurious to the Company,\n        monetarily or otherwise (including, but not limited to, conduct that\n        constitutes competitive activity, as defined in Section 8) or which\n        subjects, or if generally known, would subject the Company to public\n        ridicule or embarrassment. For purposes of this paragraph, no act, or\n        failure to act, on the Executive's part shall be considered 'willful'\n        unless done, or omitted to be done, by her not in good faith and without\n        reasonable belief that her action or omission was in the best interest\n        of the Company. Notwithstanding the foregoing, the Executive shall not\n        be deemed to have been terminated for Cause without (x) reasonable\n        written notice to the Executive setting forth the reasons for the\n        Company's intention to terminate for Cause, (y) an opportunity for the\n        Executive, together with her counsel, to be heard before the Board, and\n        (z) delivery to the Executive of a Notice of Termination, as defined in\n        Section 5(c) hereof, from the Board finding that in the good faith\n        opinion of the Board the Executive was guilty of conduct set forth above\n        in clauses (1)-(3) hereof, and specifying the particulars thereof in\n        detail.\n\n             7. Mitigation. Executive shall have no duty to mitigate the\npayments provided for in Section 6(a) by seeking other employment or otherwise\nand such payment shall not be subject to reduction for any compensation received\nby Executive from employment in any capacity following the termination of\nExecutive's employment with the Company.\n\n             8. Noncompetition.\n\n             (a) Executive agrees that for the duration of her employment and \nfor a period of three (3) years from the date of termination thereof, she will \nnot, on her own behalf or on behalf of any other person or entity, hire, \nsolicit, or encourage \n\n\n                                       4\n\nto leave the employ of the Company or its subsidiaries or affiliates any person\nwho is an employee of any of such companies.\n\n        (b)     Executive agrees that for the duration of her employment and\nfor a period of three (3) years from the date of termination thereof, Executive\nwill take no action which is intended, or would reasonably be expected, to harm\n(e.g., making public derogatory statements or misusing confidential Company\ninformation, it being acknowledged that Executive's employment with a competitor\nin and of itself shall not be deemed to be harmful to the Company) the Company\nor any of its subsidiaries or their reputation.\n\n        9.      Successors; Binding Agreement.\n\n        (a)     The Company will require any successor (whether direct or\nindirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business and\/or assets of the Company to expressly\nassume and agree to perform this Agreement in the same manner and to the same\nextent that the Company would be required to perform it if no such succession\nhad taken place. As used in this Agreement, the 'Company' shall mean the Company\nas hereinbefore defined and any successor to its business and\/or assets as\naforesaid which executes and delivers the agreement provided for in this Section\n9 or which otherwise becomes bound by all the terms and provisions of this\nAgreement by operation of law.\n\n        (b)     This Agreement and all rights of the Executive hereunder shall\ninure to the benefit of and be enforceable by the Executive's personal or\nlegal representatives, executors, administrators, successors, heirs,\ndistributees, devisees and legatees. If the Executive should die while any\namounts are payable to her hereunder all such amounts unless otherwise\nprovided herein, shall be paid in accordance with the terms of this Agreement to\nthe Executive's devisee, legatee, or other designee or, if there be no such\ndesignee, to the Executive's estate.\n\n       10.      Notice. For the purposes of this Agreement, notices, demands\nand all other communications provided for in this Agreement shall be in writing\nand shall be deemed to have been duly given when personally delivered with\nreceipt acknowledged or five business days after having been mailed by United\nStates certified or registered mail, return receipt requested, postage prepaid,\naddressed as follows:\n\n        If to the Executive:\n\n                Cheryl L. Sterling \n                106 Central Park South\n                Apartment 30E\n                New York, New York 10019\n\n\n                                       5\n\n        If to the Company:\n\n                Polo Ralph Lauren Corporation\n                650 Madison Avenue\n                New York, New York 10022\n                Attention: General Counsel\n\nor to such other address as any party may have furnished to the other in\nwriting in accordance herewith, except that notices of change of address shall\nbe effective only upon receipt.\n\n        11.     Miscellaneous. No provisions of this Agreement may be modified,\nwaived or discharged unless such waiver, modification or discharge is agreed to\nin writing signed by the Executive and such officer of the Company as may be\nspecifically designated by the Board. No waiver by either party hereto at any\ntime of any breach by the other party hereto of, or compliance with, any\ncondition or provision of this Agreement to be performed by such other party\nshall be deemed a waiver of similar or dissimilar provisions or conditions at\nthe same or at any prior or subsequent time. The validity, interpretation,\nconstruction and performance of this Agreement shall be governed by the laws of\nthe State of New York without regard to its conflicts of law principles. \n\n        12.     Validity. The invalidity or unenforceability of any provision\nor provisions of this Agreement shall not affect the validity or enforceability\nof any other provision of this Agreement, which shall remain in full force and\neffect. \n\n        13.     Counterparts. This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed to be an original but all of which\ntogether will constitute one and the same instrument.\n\n        14.     Arbitration. any dispute or controversy arising under or in\nconnection with this Agreement shall be settled exclusively by arbitration in\nthe City of New York before a single arbitrator in accordance with the rules of\nthe American Arbitration Association then in effect. Judgment may be entered on\nthe arbitrator's award in any court having jurisdiction; provided, however,\nthat the Company shall be entitled to seek a restraining order or injunction in\nany court of competent jurisdiction to prevent any continuation of any\nviolation of the provisions of Section 8 of this Agreement and the Executive\nhereby consents that such restraining order or injunction may be granted\nwithout the necessity of the Company's posting any bond, and provided further\nthat the Executive shall be entitled to seek specific performance of her right\nto be paid until the date of termination during the pendency of any dispute or\ncontroversy arising under or in connection with this Agreement. Fees and\nexpenses payable to the American Arbitration Association and the arbitrator\nshall be shared equally by the Company and by the Executive, but the parties\nshall otherwise bear their own costs in connection with the arbitration;\nprovided that the arbitrator shall be entitled to include as part of the award\nto the prevailing party the reasonable legal fees and expenses incurred by such\nparty in an amount not to exceed $25,000.\n\n                                       6\n\n        15.     Entire Agreement. This Agreement sets forth the entire\nagreement of the parties hereto in respect of the subject matter contained\nherein and supersedes all prior agreements, promises, covenants, arrangements,\ncommunications, representations or warranties, whether oral or written, by any\nofficer, employee or representative of any party hereto; and any prior\nagreement of the parties hereto in respect of the subject matter contained\nherein is hereby terminated and canceled.\n\n        IN WITNESS WHEREOF, the Company has caused this Agreement to be duly\nexecuted and the Executive has hereunto set her hand, effective as of the 26th\nday of October, 1993.\n\n                                        POLO RALPH LAUREN CORPORATION\n\n                                        By \/s\/ Peter Strom\n                                           --------------------------\n\n                                           \/s\/ Cheryl L. Sterling\n                                        -----------------------------\n                                        Executive: Cheryl L. Sterling\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-39457","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\/39457","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=39457"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39457"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39457"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39457"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}