{"id":39458,"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-douglas-l.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-polo-ralph-lauren-corp-and-douglas-l","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-polo-ralph-lauren-corp-and-douglas-l.html","title":{"rendered":"Employment Agreement &#8211; Polo Ralph Lauren Corp. and Douglas L. Williams"},"content":{"rendered":"<pre>EMPLOYMENT AGREEMENT\n\n\n                  EMPLOYMENT AGREEMENT (the \"Agreement\") made effective as of\nthe 1st day of January, 2000, by and between Polo Ralph Lauren Corporation, a\nDelaware corporation (the \"Corporation\"), and Douglas L. Williams (the\n\"Executive\").\n\n                  WHEREAS, the Executive has been employed by the Corporation as\nits President, Global Licensing and New Business Development;\n\n                  WHEREAS, the Company has offered to Executive the position of\nGroup President, Global Business Development, and Executive wishes to accept\nsuch position; and\n\n                  WHEREAS, the Corporation and the Executive wish to enter into\nan employment agreement effective as of the date hereof and intend this\nAgreement to supersede all prior agreements between the Corporation and\nExecutive;\n\n                  NOW, THEREFORE, intending to be bound the parties hereby agree\nas follows with effect from the date first above written.\n\n                  1. Employment\/Prior Agreement. The Corporation hereby agrees\nto employ the Executive, and the Executive hereby agrees to serve the\nCorporation, on the terms and conditions set forth herein. From and after the\ndate hereof, the terms of this Agreement shall supersede in all respects the\nterms of any prior arrangement or agreement, if any, dealing with the matters\nherein.\n\n                  2. Term. The employment of the Executive by the Corporation as\nprovided in Section 1 pursuant to this Agreement will be effective on the date\nhereof. The term of the Executive's employment under this Employment Agreement\nshall continue until the close of business of the fifth anniversary of the date\nof this Agreement, subject to earlier termination in accordance with the terms\nof this Agreement (the \"Term\"). The Term shall be automatically extended for\nsuccessive one year periods thereafter unless either party notifies the other in\nwriting of its intention not to so extend the Term at least 180 days prior to\nthe commencement of the next scheduled one year extension.\n\n                  3. Position and Duties. The Executive shall serve as Group\nPresident, Global Business Development, with oversight responsibility for the\nCorporation's European operations, its product and international licensing group\nand for development of strategic business initiatives, along with such other\nresponsibilities and duties as may be assigned to Executive from time to time.\nThe Executive shall devote substantially all of Executive's working time and\nefforts to the business and affairs of the Corporation.\n\n                  4. Compensation and Related Matters.\n\n                           (a) Salary and Incentive Bonus\n\n                                       1\n   2\n                                    (i) Salary. For fiscal 2000, Executive's\nannual salary shall be at the rate of $500,000 until September 13, 1999 and\nthereafter during the term of this Agreement at a rate of not less than\n$700,000. Such salary shall be paid in substantially equal installments on a\nbasis consistent with the Corporation's payroll practices and shall be subject\nto annual increases, if any, as may be determined in the sole discretion of the\nCorporation.\n\n                                    (ii) Incentive Bonus. Executive shall\nparticipate in the Corporation's Executive Incentive Plan (the \"EIP\"), and any\nsubstitute therefor, and be eligible to earn an annual cash bonus for each\nfiscal year during the term of this Agreement (the \"Bonus\"). For fiscal year\n2000 Executive's Bonus opportunity shall range from 50% to 100% of Executive's\nannual salary based upon the extent to which corporate performance goals (and\nthose of the product licensing\/international division) established by the\nCompensation Committee (the \"Compensation Committee\") of the Corporation's Board\nof Directors (the \"Board\") are achieved. For fiscal 2001 and for each fiscal\nyear thereafter Executive's Bonus opportunity shall range from 75% to 150% of\nExecutive's annual salary. Executive's bonus in each year shall be subject to\nupward or downward adjustment based upon achievement of any strategic goals set\nor approved by the Compensation Committee for Executive's operating unit in\naccordance with the EIP. The Bonus, if any, payable to the Executive in respect\nof each fiscal year will be paid at the same time that bonuses are paid to other\nexecutives under the EIP. Notwithstanding any provision of this Agreement to the\ncontrary, Executive's entitlement to payment of an annual incentive bonus during\nany period when the compensation payable to the Executive pursuant to this\nAgreement is subject to the deduction limitations of section 162(m) of the\nInternal Revenue Code of 1986, as amended (the \"Code\"), shall be subject to\nshareholder approval of a plan or arrangement evidencing such annual incentive\nbonus opportunity that complies with the requirements of section 162(m) of the\nCode.\n\n                           (b) Expenses. During the term of the Executive's\nemployment hereunder, the Executive shall be entitled to receive prompt\nreimbursement for all reasonable and customary expenses incurred by the\nExecutive in performing services hereunder, including all expenses of travel and\nliving expenses while away from home on business or at the request of and in the\nservice of the Corporation, provided that such expenses are incurred and\naccounted for in accordance with the policies and procedures established by the\nCorporation.\n\n                           (c) Other Benefits. During the term of the\nExecutive's employment hereunder, the Executive shall be entitled to participate\nin or receive benefits under any medical, pension, profit sharing or other\nemployee benefit plan or arrangement generally made available by the Corporation\nnow or in the future to its executives and key management employees (or to their\nfamily members), subject to and on a basis consistent with the terms, conditions\nand overall administration of such plans and arrangements. Nothing paid to the\nExecutive under any plan or arrangement presently in effect or made available in\nthe future 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\nreasonable vacations consistent with past practice.\n\n                                       2\n   3\n                           (e) Options. For fiscal 2000, Executive has been\ngranted in June 1999 options to purchase 142,000 shares of the Corporation's\nClass A Common Stock pursuant to the terms of the Corporation's 1997 Long-Term\nStock Incentive Plan. Executive was also granted with effect from October 1,\n1999 additional options to purchase 58,000 shares. Executive shall thereafter,\nduring at least fiscal year 2001, be eligible to receive grants of additional\noptions at the level of a Group President, the determination whether to make\nsuch grants, individually and\/or as a group, and the amount thereof being in the\nsole discretion of the Compensation Committee. Options granted to the Executive\npursuant to the foregoing will vest and become exercisable ratably over three\n(3) years on each of the first three anniversaries of the date of grant, subject\nto the Executive's continued employment through each vesting date, and will have\nan exercise price equal to the fair market value per share as of the date of\ngrant.\n\n                  5. Termination.\n\n                           (a) Termination by Corporation. The Executive's\nemployment hereunder may be terminated at any time with or without Cause.\n\n                           (b) Termination by the Executive. The Executive may\nterminate his employment hereunder with or without Good Reason. For purposes of\nthis Agreement, \"Good Reason\" shall mean (A) a material diminution in or adverse\nalteration to Executive's title, position or duties, (B) a reduction in the\nExecutive's salary or annual incentive bonus opportunity or the Corporation's\nelecting to eliminate the EIP without substituting therefor a plan which\nprovides for a reasonably comparable annual incentive bonus opportunity or the\nExecutives ceasing to be entitled to the payment of an annual incentive bonus as\na result of the failure of the Corporation's shareholders to approve a plan or\narrangement evidencing such annual incentive bonus in a manner that complies\nwith the requirements of section 162(m) of the Code, (C) the relocation of\nExecutive's principal office outside of the area which comprises a fifty (50)\nmile radius from New York City or (D) a failure of the Corporation to comply\nwith any material provision of this Agreement; provided that the events\ndescribed in clauses (A), (B), (C) and (D) above shall not constitute Good\nReason unless and until such diminution, change, reduction or failure (as\napplicable) has not been cured within thirty (30) days after notice of such\nnoncompliance has been given by the Executive to the Corporation.\n\n                           (c) Any termination of the Executive's employment by\nthe Corporation or by the Executive (other than termination pursuant to Section\n6(d)(i) hereof) shall be communicated by written Notice of Termination to the\nother party hereto in accordance with Section 10 hereof. If termination is\npursuant to Sections 6(d)(ii)-(iii) or 5(b) hereof, the \"Notice of Termination\"\nshall mean a notice which shall indicate the specific termination provision in\nthis Agreement relied upon and shall set forth in reasonable detail the facts\nand circumstances 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 the Corporation shall terminate the\nExecutive's\n\n\n                                       3\n   4\nemployment for any reason other than an Enumerated Reason as set forth in\nSection 6(d) hereof and other than due to the Corporation's election not to\nextend the Term of this Agreement as contemplated by Section 2, or if the\nExecutive resigns for Good Reason pursuant to Section 5(b) hereof, then so long\nas the Executive complies with Section 8 hereof the Executive shall be entitled\nto the following:\n\n                           (i) an amount equal to the greater of:\n\n                                    (A) the sum of (I) two (2) times the\n         Executive's salary at the rate in effect on such date (unless\n         employment is terminated by the Executive for Good Reason pursuant to\n         Section 5(b) hereof as a result of a salary reduction, in which case,\n         at the rate in effect prior to such reduction), plus (II) the average\n         of the annual incentive bonuses paid to the Executive over the\n         preceding two years; plus a pro rata annual incentive bonus for the\n         year of termination (based on the average of the annual incentive\n         bonuses paid to the Executive over the preceding two years and based\n         upon the percentage of the calendar year in which such termination\n         occurs that shall have elapsed through the date of termination (a \"Pro\n         Rata Annual Incentive Bonus\")); and\n\n                                    (B) the sum of (I) (five (5) minus the\n         number of years (including fractions thereof) that shall have elapsed\n         from the date of this Agreement times the Executive's salary at the\n         rate in effect on such date (unless employment is terminated by the\n         Executive for Good Reason pursuant to Section 5(b) hereof as a result\n         of a salary reduction, in which case, at the rate in effect prior to\n         such reduction), plus (II) the average of the annual incentive bonuses\n         paid to the Executive over the preceding two (2) years; plus a Pro Rata\n         Annual Incentive Bonus for the year of termination.\n\n                  Any amounts paid pursuant to either clause (A) or clause (B)\n         above shall be paid in equal monthly installments from the date of\n         termination for a period two (2) years in the case of clause (A) above\n         and for a period of up to five (5) years less the fraction of a year\n         which shall have elapsed from the date of this Agreement in the case of\n         clause (B) above (such periods, whichever is applicable, hereinafter\n         referred to as the \"Severance Period\"), except that the Pro Rata Annual\n         Incentive Bonus shall be paid in a lump sum in cash within thirty (30)\n         days following the date of the Executive's termination of employment.\n\n                                    (ii) Continued participation in the\n         Corporation's health benefit plans during the Severance Period;\n         provided that if the Executive is provided with coverage by a successor\n         employer, any such coverage by the Corporation shall cease;\n\n                                    (iii) Continued use of the Corporation\n         automobile or payment of Executive's automobile allowance, as\n         applicable, until expiration of the Severance Period or until Executive\n         secures new employment, whichever first occurs;\n\n                                    (iv) Waiver of collateral interest securing\n         return to the Corporation of premiums paid by the Corporation for the\n         Executive's\n\n\n                                       4\n   5\n         existing split dollar life insurance policy;\n\n                                    (v) If a Change of Control shall have\n         occurred prior to the date of termination, the Executive shall be\n         entitled at his option, exercisable in writing within fifteen days of\n         the date of termination, to receive the equivalent of the salary and\n         bonus payments pursuant to subsection (i) above in two equal lump sum\n         installments, the first payable within 30 days of the date of\n         termination and the second on the first anniversary of the date of\n         termination. As used herein, the term \"Change of Control\" shall mean\n         Ralph Lauren or members of his family (or trusts or entities created\n         for their benefit) no longer control 50% or more of the voting power of\n         the then outstanding securities of the Corporation entitled to vote for\n         the election of the Corporation's directors; and\n\n                                    (vi) Except as provided above, the\n         Corporation will have no further obligations to the Executive under\n         this Agreement following the Executive's termination of employment\n         under the circumstances described in this Section 6(a). The Corporation\n         anticipates that health benefits made available pursuant to clause (ii)\n         above will be provided in accordance with applicable COBRA provisions.\n         The Corporation shall waive or pay for any COBRA premiums otherwise\n         payable by Executive. In the event COBRA coverage expires, Corporation\n         shall in lieu of such coverage at its option provide alternative\n         coverage or reimburse Executive for the actual costs incurred by\n         Executive for alternative coverage, for the remaining portion of the\n         Severance Period during which Executive would otherwise be entitled to\n         continued health benefits.\n\n                           (b) If the Executive's employment is terminated by\nhis death or by the Corporation due to the Executive's Disability (as defined\nbelow), the Corporation shall pay any amounts due to the Executive through the\ndate of his death or the date of his termination due to Disability, including a\nPro Rata Annual Incentive Bonus for the year of termination. The Corporation\nwill have no further obligations to the Executive under this Agreement.\n\n                           (c) If the Executive's employment shall be terminated\nby the Corporation pursuant to Section 6(d) (iii) for Cause or by the Executive\nfor other than Good Reason, the Corporation shall pay the Executive his full\nsalary through the date of termination at the rate in effect prior to such\ntermination and the Corporation shall have no further obligations to the\nExecutive under Section 6 of this Agreement or otherwise but the Executive shall\nbe bound by Section 8 hereof as applicable.\n\n                           (d) The term \"Enumerated Reason\" with respect to\ntermination by the Corporation of the Executive's employment shall mean any one\nof the following reasons:\n\n                                    (i) Death. The Executive's employment\n         hereunder shall terminate upon his death.\n\n                                    (ii) Disability. If, as a result of the\n         Executive's incapacity due to physical or mental illness, the Executive\n         shall have been absent from his duties hereunder on a full-time basis\n         for the entire period of\n\n\n                                       5\n   6\n         six consecutive months, and within thirty (30) days after written\n         Notice of Termination is given (which may occur before or after the end\n         of such six month period) shall not have returned to the performance of\n         his duties hereunder on a full-time basis (a \"Disability\"), the\n         Corporation may terminate the Executive's employment hereunder.\n\n                                    (iii) Cause. The Corporation shall have\n         \"Cause\" to terminate the Executive's employment hereunder upon (1) the\n         willful and continued failure by the Executive to substantially perform\n         his duties hereunder after demand for substantial performance is\n         delivered by the Corporation that specifically identifies the manner in\n         which the Corporation believes the Executive has not substantially\n         performed his duties, or (2) Executive's conviction of, or plea of nolo\n         contendere to, a crime (whether or not involving the Corporation)\n         constituting any felony or (3) the willful engaging by the Executive in\n         gross misconduct relating to the Executive's employment that is\n         materially injurious to the Corporation, monetarily or otherwise\n         (including, but not limited to, conduct that constitutes competitive\n         activity, in violation of Section 8) or which subjects, or if generally\n         known, would subject the Corporation to public ridicule or\n         embarrassment. For purposes of this paragraph, no act, or failure to\n         act, on the Executive's part shall be considered ?willful? unless done,\n         or omitted to be done, by him not in good faith and without reasonable\n         belief that his action or omission was in the best interest of the\n         Corporation. Notwithstanding the foregoing, the Executive shall not be\n         deemed to have been terminated for Cause without (x) reasonable written\n         notice to the Executive setting forth the reasons for the Corporation's\n         intention to terminate for Cause, (y) the opportunity to cure (if\n         curable) within 10 days of such written notice of the event(s) giving\n         rise to such notice, and (z) an opportunity for the Executive, together\n         with his counsel, to be heard.\n\n                           (e) If the Executive's employment with the\nCorporation shall terminate due to the Corporation's election not to extend the\nTerm of this Agreement as contemplated by Section 2, Executive shall be entitled\nto receive an amount, payable in equal monthly installments over a one year\nperiod, equal to the sum of (x) his annual salary, plus (y) the average of the\nannual incentive bonuses paid to Executive over the two years preceding the date\nof termination. Except as provided in the foregoing sentence and in Section\n6(f), the Corporation shall have no further obligations to the Executive under\nthis Agreement following the Executive's termination of employment under the\ncircumstances described in this Section 6(e).\n\n                           (f) If the Executive's employment with the\nCorporation shall terminate due to either the Corporation's or Executive's\nelection not to extend the Term of this Agreement as contemplated by Section 2,\nExecutive shall be entitled to receive his full salary through the date of\ntermination plus the Bonus, if any, that Executive would have been entitled to\nreceive had he remained in the Corporation's employment through the end of its\nfiscal year, prorated to the date of termination. Such prorated Bonus shall be\npayable at the same time as the Corporation pays bonuses to other executives\nunder the EIP.\n\n                           (g) As a condition precedent to receipt of the\npayments provided for in Sections 6(a) and 6(e), Executive shall be required to\nexecute a\n\n\n                                       6\n   7\ngeneral release in favor of the Corporation, excluding only the payments\nremaining to be made pursuant to such Sections.\n\n                  7. Mitigation. The Executive shall have no duty to mitigate\nthe payments provided for in Section 6(a) or 6(e) by seeking other employment or\notherwise and such payment shall not be subject to reduction for any\ncompensation received by the Executive from employment in any capacity following\nthe termination of the Executive's employment with the Corporation.\n\n                  8. Noncompetition.\n\n                           (a) The Executive agrees that for the duration of his\nemployment and for a period two (2) years from the date of termination thereof\nand during any Severance Period, he will not, on his own behalf or on behalf of\nany other person or entity, hire, solicit, or encourage to leave the employ of\nthe Corporation or its subsidiaries, affiliates or licensees any person who is\nan employee of any of such companies.\n\n                           (b) The Executive agrees that for the duration of his\nemployment and for a period of two (2) years from the date of termination\nthereof and during any Severance Period, the Executive will take no action which\nis intended, or would reasonably be expected, to harm (e.g. making public\nderogatory statements or misusing confidential Corporation information, it being\nacknowledged that the Executive's employment with a competitor in and of itself\nshall not be deemed to be harmful to the Corporation for purposes of this\nSection 8(b)) the Corporation or any of its subsidiaries, affiliates or\nlicensees or their reputation.\n\n                           (c) The Executive agrees that during the duration of\nhis employment and;\n\n                                    (i) in the event of the Executive's\n         termination of employment due to the Executive's resignation without\n         Good Reason, until the later of (x) three (3) years from the date of\n         this Agreement and (y) twelve (12) months from the date of such\n         termination of employment; and\n\n                                    (ii) in the event of the Executive's\n         termination of employment by the Corporation without Cause or the\n         Executive's resignation for Good Reason pursuant to Section 5(b), for\n         twelve (12) months from the date of such termination of employment; and\n\n                                    (iii) in the event of the Executive's\n         termination of employment by the Corporation for Cause, at the election\n         of the Corporation in consideration for the payment to the Executive of\n         an amount equal to one twelfth (1\/12) the Executive's annual salary and\n         annual incentive bonus (equal to the average of the annual incentive\n         bonuses paid to the Executive over the preceding two years) for each\n         month within such period, for a period of up to twelve (12) months from\n         the date of such termination of employment,\n\n\n                                       7\n   8\nthen, during the period specified in clause (i), (ii) or (iii) above, as\napplicable, the Executive shall not, directly or indirectly, (A) engage in any\n\"Competitive Business\" (as defined below) for his own account, (B) enter into\nthe employ of, or render any services to, any person engaged in a Competitive\nBusiness, or (C) become interested in any entity engaged in a Competitive\nBusiness, directly or indirectly as an individual, partner, shareholder,\nofficer, director, principal, agent, employee, trustee, consultant, or in any\nother relationship or capacity; provided that the Executive may own, solely as\nan investment, securities of any entity which are traded on a national\nsecurities exchange if the Executive is not a controlling person of, or a member\nof a group that controls such entity and does not, directly or indirectly, own\n2% or more of any class of securities of such entity.\n\n                  For purposes of this Agreement the term \"Competitive Business\"\nshall mean a business which competes with the Corporation or its subsidiaries,\naffiliates or licensees, and shall include, without limitation, those brands and\ncompanies that the Corporation and the Executive have jointly designated in\nwriting on the date hereof as being in competition with the Corporation as of\nthe date hereof. The term Competitive Business is not intended to include the\nbusiness of a competitor of a licensee whose business does not involve or\ncompete with the licensed businesses of the Corporation or its subsidiaries and\naffiliates.\n\n                           (d) The Executive will not at any time (whether\nduring or after his employment with the Corporation) disclose or use for his own\nbenefit or purposes or the benefit or purposes of any other person, entity or\nenterprise, other than the Corporation or any of its subsidiaries or affiliates,\nany trade secrets, information, data, or other confidential information relating\nto customers, development programs, costs, marketing, trading, investment, sales\nactivities, promotion, credit and financial data, manufacturing processes,\nfinancing methods, plans or the business and affairs of the Corporation\ngenerally, or any subsidiary, affiliate or licensee of the Corporation; provided\nthat the foregoing shall not apply to information which is not unique to the\nCorporation or which is generally known to the industry or the public other than\nas a result of the Executive's breach of this covenant. The Executive agrees\nthat upon termination of his employment with the Corporation for any reason, he\nwill return to the Corporation immediately all memoranda, books, papers, plans,\ninformation, letters and other data, and all copies thereof or therefrom, in any\nway relating to the business of the Corporation or its subsidiaries or\naffiliates or licensees.\n\n                           (e) If the Executive breaches, or threatens to commit\na breach of, any of the provisions of this Section 8 (the \"Restrictive\nCovenants\"), the Corporation shall have the following rights and remedies, each\nof which rights and remedies shall be independent of the other and severally\nenforceable, and all of which rights and remedies shall be in addition to, and\nnot in lieu of, any other rights and remedies available to the Corporation under\nlaw or equity:\n\n                                    (i) The right and remedy to have the\n         Restrictive Covenants specifically enforced by any court having equity\n         jurisdiction, it being acknowledged and agreed that any such breach or\n         threatened breach will cause irreparable injury to the Corporation and\n         that money damages will not provide an adequate remedy to the\n         Corporation;\n\n\n                                       8\n   9\n                                    (ii) The right and remedy to require the\n         Executive to account for and pay over to the Corporation all\n         compensation, profits, monies, accruals, increments or other benefits\n         (collectively, \"Benefits\") derived or received by the Executive as the\n         result of any transactions constituting a breach of any of the\n         Restrictive Covenants, and the Executive shall account for and pay over\n         such Benefits to the Corporation; and\n\n                                    (iii) The right to discontinue the payment\n         of any amounts owing to the Executive under the Agreement. To the\n         extent Executive disputes the discontinuance of any payments hereunder,\n         such payments shall be segregated and deposited in an interest bearing\n         account pending resolution of the dispute.\n\n                           (f) If any court determines that any of the\nRestrictive Covenants, or any part thereof, is invalid or unenforceable, the\nremainder of the Restrictive Covenants shall not thereby be affected and shall\nbe given full effect, without regard to the invalid portion. In addition, if any\ncourt construes any of the Restrictive Covenants, or any part thereof, to be\nunenforceable because of the duration of such provision or the area covered\nthereby, such court shall have the power to reduce the duration or area of such\nprovision and, in its reduced form, such provision shall then be enforceable and\nshall be enforced.\n\n                  9. Successors; Binding Agreement.\n\n                           (a) The Corporation will require any successor\n(whether direct or indirect, by purchase, merger, consolidation or otherwise) to\nall or substantially all of the business and\/or assets of the Corporation to\nexpressly assume and agree to perform this Agreement in the same manner and to\nthe same extent that the Corporation would be required to perform it if no such\nsuccession had taken place. As used in this Agreement, \"Corporation\" shall mean\nthe Corporation as hereinbefore defined and any successor to its business and\/or\nassets as aforesaid which executes and delivers the agreement provided for in\nthis Section 9 or which otherwise becomes bound by all the terms and provisions\nof this Agreement by operation of law.\n\n                           (b) This Agreement and all rights of the Executive\nhereunder shall inure to the benefit of and be enforceable by the Executive's\npersonal or legal representatives, executors, administrators, successors, heirs,\ndistributees, devisees and legatees. If the Executive should die while any\namounts are payable to him hereunder all such amounts unless otherwise provided\nherein, shall be paid in accordance with the terms of this Agreement to the\nExecutive'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,\ndemands and all other communications provided for in this Agreement shall be in\nwriting and shall be deemed to have been duly given when personally delivered\nwith receipt acknowledged or five business days after having been mailed by\nUnited States certified or registered mail, return receipt requested, postage\nprepaid, addressed as follows:\n\n\n                                       9\n   10\n                  If to the Executive:\n\n                           Douglas L. Williams\n                           42 Pheasant Run Road\n                           Wilton, Connecticut 06897\n\n                  with a copy to:\n\n                           Morrison Cohen Singer &amp; Weinstein, LLP\n                           750 Lexington Avenue\n                           New York, New York 10022\n                           Attention:  Jeffrey P. Englander, Esq.\n\n                  If to the Corporation:\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 writing\nin accordance herewith, except that notices of change of address shall be\neffective only upon receipt.\n\n                  11. Miscellaneous. No provisions of this Agreement may be\nmodified, waived or discharged unless such waiver, modification or discharge is\nagreed to in writing signed by the Executive and such officer of the Corporation\nas may be specifically designated by the Board. No waiver by either party hereto\nat any time 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\nprovision or provisions of this Agreement shall not affect the validity or\nenforceability of any other provision of this Agreement, which shall remain in\nfull force and effect.\n\n                  13. Counterparts. This Agreement may be executed in one or\nmore counterparts, each of which shall be deemed to be an original but all of\nwhich together will constitute one and the same instrument.\n\n                  14. Arbitration. Any dispute or controversy arising under or\nin connection with this Agreement shall be settled exclusively by arbitration in\nthe City of New York before a single arbitrator who shall be a retired federal\njudge in accordance with the then obtaining National Rules for the Resolution of\nEmployment Disputes or, if such rules are no longer in effect the then obtaining\nemployment rules of the American Arbitration Association. Judgment may be\nentered on the arbitrator's award in any court having jurisdiction; provided,\nhowever, that the Corporation shall\n\n\n                                       10\n   11\nbe entitled to seek a restraining order or injunction in any court of competent\njurisdiction to prevent any continuation of any violation of the provisions of\nSection 8 of this Agreement and the Executive hereby consents that such\nrestraining order or injunction be granted without the necessity of the\nCorporation's posting any bond, and provided further that the Executive shall be\nentitled to seek specific performance of his right to be paid during the\npendency of any dispute or controversy arising under or in connection with this\nAgreement. Fees and expenses payable to the American Arbitration Association and\nthe arbitrator shall be shared equally by the Corporation and by the Executive,\nbut the parties shall otherwise bear their own costs in connection with the\narbitration; provided that the arbitrator shall be entitled to include as part\nof the award to the prevailing party the reasonable legal fees and expenses\nincurred by such party in an amount not to exceed $50,000.\n\n                  15. Withholding. The Corporation may withhold from any amounts\npayable under this Agreement such federal, state and local taxes as may be\nrequired to be withheld pursuant to applicable law or regulation.\n\n                  16. 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 agreement\nof the parties hereto in respect of the subject matter contained herein is\nhereby terminated and cancelled.\n\n\n                                       11\n   12\n                  IN WITNESS WHEREOF, the Corporation has caused this Agreement\nto be duly executed and the Executive has hereunto set his hand, effective as of\nthe first day written above.\n\n\n                          POLO RALPH LAUREN CORPORATION\n\n\n                                  By:      \/s\/ Lance Isham\n                                           -------------------------------------\n                                  Name:    Lance Isham\n                                  Title:   President and Chief Operating Officer\n                                  Date:    February 2, 2000\n\n\n                                  \/s\/ Douglas L. Williams\n                                  -------------------------------------\n                                  Executive:   Douglas L. Williams\n\n                                  Date:    February 1, 2000_____________________\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-39458","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\/39458","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=39458"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39458"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39458"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39458"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}