{"id":39461,"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-hamilton-south.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-polo-ralph-lauren-corp-and-hamilton-south","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-polo-ralph-lauren-corp-and-hamilton-south.html","title":{"rendered":"Employment Agreement &#8211; Polo Ralph Lauren Corp. and Hamilton South"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n\n         EMPLOYMENT AGREEMENT (the 'Agreement') made effective as of the 10th\nday of November, 1998, by and between Polo Ralph Lauren Corporation, a Delaware\ncorporation (the 'Corporation'), and Hamilton South (the 'Executive').\n\n         WHEREAS, the Executive is currently employed by the Corporation as its\nSenior Vice President of Worldwide Communications and Special Projects;\n\n         WHEREAS, the Corporation has appointed Executive, effective as of this\ndate, to be its Group President and Chief Marketing Officer;\n\n         WHEREAS, the Corporation and the Executive wish to enter into an\nemployment agreement effective as of the date hereof and intend this Agreement\nto supersede all prior agreements between the Corporation and Executive;\n\n         NOW, THEREFORE, intending to be bound the parties hereby agree as\nfollows with effect from the date first above written.\n\n         1. Employment\/Prior Agreement. The Corporation hereby agrees to employ\nthe Executive, and the Executive hereby agrees to serve the Corporation, on the\nterms and conditions set forth herein. From and after the date hereof, the terms\nof this Agreement shall supersede in all respects the terms of any prior\narrangement or agreement, if any, dealing with the matters herein.\n\n         2. Term. The employment of the Executive by the Corporation as provided\nin Section 1 pursuant to this Agreement will be effective on the date hereof.\nThe term of the Executive's employment under this Employment Agreement shall\ncontinue until the close of business of the third anniversary of the date of\nthis Agreement, subject to earlier termination in accordance with the terms of\nthis 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 twelve (12) months\nprior to the commencement of the next scheduled one year extension.\n\n         3. Position and Duties. The Executive shall serve as a Group President\nand Chief Marketing Officer of the Corporation with responsibilities for the\nCorporation's advertising, public and investor relations and marketing\nactivities and such other related responsibilities and duties as may be assigned\nto him from time to time by the Chairman and Chief Executive Officer or the Vice\nChairman and Chief Operating Officer (who comprise the Office of the Chairman)\nof\n\nthe Corporation, to whom Executive shall report jointly. The Executive shall\ndevote substantially all his working time and efforts to the business and\naffairs of the Corporation.\n\n         4.       Compensation and Related Matters.\n\n                  (a)       Salary and Incentive Bonus\n\n                           (i) Salary. From and after the date of this Agreement\n                  the Corporation shall pay to the Executive an annual salary of\n                  not less than $500,000. Such salary shall be paid in\n                  substantially equal installments on a basis consistent with\n                  the Corporation's payroll practices and shall be subject to\n                  annual increases, if any, as may be determined in the sole\n                  discretion of the Corporation.\n\n                           (ii) Incentive Bonus. Executive shall participate in\n                  the Corporation's Executive Incentive Plan (the 'EIP'), and\n                  any substitute therefor, and be eligible to earn an annual\n                  cash bonus for each fiscal year during the term of this\n                  Agreement (the 'Bonus'). For fiscal year 1999, Executive's\n                  Bonus opportunity shall be prorated, with the applicable Bonus\n                  opportunity percentages referred to in the following sentence\n                  multiplied against base salary earned during the period from\n                  the date of this Agreement to the end of the fiscal year.\n                  Beginning with fiscal year 2000 and for each fiscal year\n                  thereafter Executive's Bonus opportunity shall range from 50%\n                  to 100% of Executive's annual salary based upon the extent to\n                  which corporate performance goals established by the\n                  Compensation Committee (the 'Compensation Committee') of the\n                  Corporation's Board of Directors (the 'Board') are achieved.\n                  The Bonus, if any, payable to the Executive in respect of each\n                  fiscal year will be paid at the same time that bonuses are\n                  paid to other executives under the EIP. Notwithstanding any\n                  provision of this Agreement to the contrary, the Executive's\n                  entitlement to payment of an annual incentive bonus during any\n                  period when the compensation payable to the Executive pursuant\n                  to this Agreement is subject to the deduction limitations of\n                  section 162(m) of the Internal Revenue Code of 1986, as\n                  amended (the 'Code'), shall be subject to shareholder approval\n                  of a plan or arrangement evidencing such annual incentive\n                  bonus opportunity that complies with the requirements of\n                  section 162(m) of the Code.\n\n                  (b) Expenses. During the term of the Executive's employment\n         hereunder, the Executive shall be entitled to receive prompt\n         reimbursement for all reasonable and customary expenses incurred by the\n         Executive in performing services hereunder, including all expenses of\n         travel (at the standard established from time to time for Group\n         Presidents) and living expenses while away from home on business or at\n         the request of and in the service of the Corporation, provided that\n         such expenses are incurred and\n\n\n\n\n                                       2\n\n         accounted for in accordance with the policies and procedures\n         established by the Corporation.\n\n                  (c) Other Benefits. During the term of the Executive's\n         employment hereunder, the Executive shall be entitled to participate in\n         or receive benefits under any medical, pension, profit sharing or other\n         employee benefit plan or arrangement generally made available by the\n         Corporation now or in the future to its executives and key management\n         employees (or to their family members), subject to and on a basis\n         consistent with the terms, conditions and overall administration of\n         such plans and arrangements. Nothing paid to the Executive under any\n         plan or arrangement presently in effect or made available in the future\n         shall be deemed to be in lieu of the salary payable to the Executive\n         pursuant to paragraph (a) of this Section.\n\n                  (d) Vacations. The Executive shall be entitled to reasonable\n         vacations consistent with past practice.\n\n                  (e) Options. Effective on or prior to the end of the third\n         quarter of fiscal 1999, Executive shall be granted options to purchase\n         25,000 shares of the Corporation's Class A Common Stock pursuant to the\n         terms of the Corporation's 1997 Long-Term Stock Incentive Plan.\n         Executive shall thereafter, during at least fiscal years 2000 and 2001,\n         be eligible to receive grants of additional options at the level of a\n         Group President, the determination whether to make such grants,\n         individually and\/or as a group, and the amount thereof being in the\n         sole discretion of the Compensation Committee. Options granted to the\n         Executive pursuant to the foregoing will vest and become exercisable\n         ratably over three (3) years on each of the first three anniversaries\n         of the date of grant, subject to the Executive's continued employment\n         through each vesting date, and will have an exercise price equal to the\n         fair market value per shares as of the date of grant. Options\n         hereinafter granted to Executive shall provide that, to the extent\n         vested at or prior to the termination of Executive's employment with\n         the Corporation and unless they expire sooner, they shall remain\n         exercisable for a period of no less than 120 days from the date of such\n         termination; provided that if Executive's employment is terminated by\n         the Corporation pursuant to Section 6(d)(iii) for Cause or by the\n         Executive for other than Good Reason (excluding a Permitted Resignation\n         pursuant to Section 8(c) hereof) then such options shall only be\n         exercisable prior to the date of termination.\n\n         5.       Termination.\n\n                  (a) Termination by Corporation. The Executive's employment\n         hereunder may be terminated at any time with or without Cause.\n\n\n\n\n                                       3\n\n                  (b) Termination by The Executive. The Executive may terminate\n         his employment hereunder with or without Good Reason. For purposes of\n         this Agreement, 'Good Reason' shall mean (A) a material diminution in\n         the Executive's duties or the assignment to the Executive of a title or\n         duties inconsistent with his position as a Group President and Chief\n         Marketing Officer of the Corporation, (B) a material change in\n         Executive's reporting line (as hereinafter defined), (C) a reduction in\n         the Executive's salary or annual incentive bonus opportunity or the\n         Corporation's electing to eliminate the EIP without substituting\n         therefor a plan which provides for a reasonably comparable annual\n         incentive bonus opportunity or the Executive's ceasing to be entitled\n         to the payment of an annual incentive bonus as a result of the failure\n         of the Corporation's shareholders to approve a plan or arrangement\n         evidencing such annual incentive bonus in a manner that complies with\n         the requirements of Section 162(m) of the Code, or (D) a failure of the\n         Corporation to comply with any material provision of this Agreement\n         provided that the events described in clauses (A), (B), (C) and (D)\n         above shall not constitute Good Reason unless and until such\n         diminution, change, reduction or failure (as applicable) has not been\n         cured within thirty (30) days after notice of such noncompliance has\n         been given by the Executive to the Corporation. A material change in\n         Executive's reporting line shall mean Executive no longer reports to\n         the Office of the Chairman (as defined in Section 3 hereof), provided\n         that if such office no longer exists or no longer comprises the primary\n         functions of the Corporation's chief executive officer then a material\n         change in Executive's reporting function shall exist if Executive does\n         not report to the chief executive officer or to the chief executive\n         officer and chief operating officer jointly.\n\n                  (c) Any termination of the Executive's employment by the\n         Corporation or by the Executive (other than termination pursuant to\n         Section 6(d)(i) hereof) shall be communicated by written Notice of\n         Termination to the other party hereto in accordance with Section 10\n         hereof. If termination is pursuant to Sections 6(d)(ii)-(iii) or 5(b)\n         hereof, the 'Notice of Termination' shall mean a notice which shall\n         indicate the specific termination provision in this Agreement relied\n         upon and shall set forth in reasonable detail the facts and\n         circumstances claimed to provide a basis for termination of the\n         Executive's employment under the provision so indicated.\n\n         6.       Compensation Upon Termination.\n\n                  (a) If the Corporation shall terminate the Executive's\n         employment for any reason other than an Enumerated Reason as set forth\n         in Section 6(d) hereof and other than due to the Corporation's election\n         not to extend the Term of this Agreement as contemplated by Section 2,\n         or if the Executive resigns for Good Reason pursuant to Section 5(b)\n         hereof, then so long as the Executive complies with Section 8 hereof\n         the Executive shall be entitled to the following:\n\n\n\n                                       4\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\n                           (unless employment is terminated by the Executive for\n                           Good Reason pursuant to Section 5(b) hereof as a\n                           result of a salary reduction, in which case, at the\n                           rate in effect prior to such reduction), plus (II)\n                           one and one-half (1-1\/2) times the average annual\n                           incentive bonus paid to the Executive over the\n                           preceding two years; plus a pro rata annual incentive\n                           bonus for the year of termination (based on the\n                           average annual incentive bonus paid to the Executive\n                           over the preceding two years and based upon the\n                           percentage of the calendar year in which such\n                           termination occurs that shall have elapsed through\n                           the date of termination (a 'Pro Rata Annual Incentive\n                           Bonus')); and\n\n                                    (B) the sum of (I) (three (3) minus the\n                           number of years (including fractions thereof) that\n                           shall have elapsed from the date of this Agreement\n                           times the Executive's salary at the rate in effect on\n                           such date (unless employment is terminated by the\n                           Executive for Good Reason pursuant to Section 5(b)\n                           hereof as a result of a salary reduction, in which\n                           case, at the rate in effect prior to such reduction),\n                           plus (II) one and one-half (1-1\/2) times the average\n                           annual incentive bonus paid to the Executive over the\n                           preceding two (2) years; plus a Pro Rata Annual\n                           Incentive Bonus for the year of termination.\n\n         Any amounts paid pursuant to either clause (A) or clause (B) above\nshall be paid in equal monthly installments from the date of termination for a\nperiod two (2) years in the case of clause (A) above and for a period of up to\nthree (3) years less the fraction of a year which shall have elapsed from the\ndate of this Agreement in the case of clause (B) above (such periods, whichever\nis applicable, hereinafter referred to as the 'Severance Period'), except that\nthe Pro Rata Annual Incentive Bonus shall be paid in a lump sum in cash within\nthirty (30) days following the date of the Executive's termination of\nemployment.\n\n                           (ii) Continued participation in the Corporation's\n                  health benefit plans during the Severance Period; provided\n                  that if the Executive is provided with similar coverage by a\n                  successor employer, any such coverage by the Corporation shall\n                  cease;\n\n                           (iii) Continued use of the Corporation automobile\n                  during the Severance Period or until the then existing auto\n                  lease term expires, whichever is shorter;\n\n\n\n                                       5\n\n                           (iv) Waiver of collateral interest securing return to\n                  the Corporation of premiums paid by the Corporation for the\n                  Executive's existing split dollar life insurance policy;\n\n                           (v) If a Change of Control shall have occurred prior\n                  to the date of termination, the Executive shall be entitled at\n                  his option, exercisable in writing within fifteen days of the\n                  date of termination, to receive the equivalent of the salary\n                  and bonus payments pursuant to subsection (i) above in two\n                  equal lump sum installments, the first payable within 30 days\n                  of the date of termination and the second on the first\n                  anniversary of the date of termination. As used herein, the\n                  term 'Change of Control' shall mean Ralph Lauren or members of\n                  his family (or trusts or entities created for their benefit)\n                  no longer control 50% or more of the voting power of the then\n                  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 Corporation will\n                  have no further obligations to the Executive under this\n                  Agreement following the Executive's termination of employment\n                  under the circumstances described in this Section 6(a).\n\n                  (b) If the Executive's employment is terminated by his death\n         or by the Corporation due to the Executive's Disability (as defined\n         below), the Corporation shall pay any amounts due to the Executive\n         through the date of his death or the date of his termination due to\n         Disability, including a Pro Rata Annual Incentive Bonus for the year of\n         termination. The Corporation will have no further obligations to the\n         Executive under this Agreement.\n\n                  (c) If the Executive's employment shall be terminated by the\n         Corporation pursuant to Section 6(d) (iii) for Cause or by the\n         Executive for other than Good Reason, the Corporation shall pay the\n         Executive his full salary through the date of termination at the rate\n         in effect prior to such termination and the Corporation shall have no\n         further obligations to the Executive under Section 6 of this Agreement\n         or otherwise but the Executive shall be bound by Section 8 hereof as\n         applicable.\n\n                  (d) The term 'Enumerated Reason' with respect to termination\n         by the Corporation of the Executive's employment shall mean any one of\n         the following reasons:\n\n                           (i) Death. The Executive's employment hereunder shall\n                  terminate upon his death.\n\n                           (ii) Disability. If, as a result of the Executive's\n                  incapacity due to physical or mental illness, the Executive\n                  shall have been absent from his duties\n\n\n\n\n                                       6\n\n                  hereunder on a full-time basis for the entire period of six\n                  consecutive months, and within thirty (30) days after written\n                  Notice of Termination is given (which may occur before or\n                  after the end of such six month period) shall not have\n                  returned to the performance of his duties hereunder on a\n                  full-time basis (a 'Disability'), the Corporation may\n                  terminate the Executive's employment hereunder.\n\n                           (iii) Cause. The Corporation shall have 'Cause' to\n                  terminate the Executive's employment hereunder upon (1) the\n                  willful and continued failure by the Executive to\n                  substantially perform his duties hereunder after demand for\n                  substantial performance is delivered by the Corporation that\n                  specifically identifies the manner in which the Corporation\n                  believes the Executive has not substantially performed his\n                  duties, or (2) Executive's conviction of, or plea of nolo\n                  contendere to, a crime (whether or not involving the\n                  Corporation) constituting any felony or (3) the willful\n                  engaging by the Executive in gross misconduct relating to the\n                  Executive's employment that is materially injurious to the\n                  Corporation, monetarily or otherwise (including, but not\n                  limited to, conduct that constitutes competitive activity, in\n                  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\n                  failure to act, on the Executive's part shall be considered\n                  'willful' unless done, or omitted to be done, by him not in\n                  good faith and without reasonable belief that his action or\n                  omission was in the best interest of the Corporation.\n                  Notwithstanding the foregoing, the Executive shall not be\n                  deemed to have been terminated for Cause without (x)\n                  reasonable written notice to the Executive setting forth the\n                  reasons for the Corporation's intention to terminate for\n                  Cause, (y) the opportunity to cure (if curable) within 10 days\n                  of such written notice the event(s) giving rise to such\n                  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 Corporation shall\n         terminate due to the Corporation's election not to extend the Term of\n         this Agreement as contemplated by Section 2, Executive shall be\n         entitled to receive an amount, payable in equal monthly installments\n         over a one year period, equal to the sum of (x) his annual salary, plus\n         (y) his average annual incentive bonus paid over the two years\n         preceding the date of termination. Except as provided in the foregoing\n         sentence and in Section 6(f), the Corporation shall have no further\n         obligations to the Executive under this Agreement following the\n         Executive's termination of employment under the circumstances described\n         in this Section 6(e).\n\n                  (f) If the Executive's employment with the Corporation shall\n         terminate due to either the Corporation's or Executive's election not\n         to extend the Term of this Agreement as contemplated by Section 2,\n         Executive shall be entitled to receive his full salary through\n\n\n\n                                       7\n\n         the date of termination plus the Bonus, if any, that Executive would\n         have been entitled to receive had he remained in the Corporation's\n         employment through the end of its fiscal year, prorated to the date of\n         termination. Such prorated Bonus shall be payable at the same time as\n         the Corporation pays bonuses to other executives under the EIP.\n\n         7. Mitigation. The Executive shall have no duty to mitigate the\npayments provided for in Sections 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\n         employment and for a period two (2) years from the date of termination\n         thereof, he will not, on his own behalf or on behalf of any other\n         person or entity, hire, solicit, or encourage to leave the employ of\n         the Corporation or its subsidiaries, affiliates or licensees any person\n         who is an employee of any of such companies.\n\n                  (b) The Executive agrees that for the duration of his\n         employment and for a period of two (2) years from the date of\n         termination thereof, the Executive will take no action which is\n         intended, or would reasonably be expected, to harm (e.g. making public\n         derogatory statements or misusing confidential Corporation information,\n         it being acknowledged that the Executive's employment with a competitor\n         in and of itself shall not be deemed to be harmful to the Corporation\n         for purposes of this Section 8(b)) the Corporation or any of its\n         subsidiaries, affiliates or licensees or their reputation.\n\n                  (c) The Executive agrees that during the duration of his\n         employment and;\n\n                           (i) in the event of the Executive's termination of\n                  employment due to the Executive's resignation without Good\n                  Reason, until the later of (x) three (3) years from the date\n                  of this Agreement and (y) twelve (12) months from the date of\n                  such termination of employment; and\n\n                           (ii) in the event of the Executive's termination of\n                  employment by the Corporation without Cause or the Executive's\n                  resignation for Good Reason pursuant to Section 5(b), for\n                  twelve (12) months from the date of such termination of\n                  employment; and\n\n                           (iii) in the event of the Executive's termination of\n                  employment by the Corporation for Cause, at the election of\n                  the Corporation in consideration for the payment to the\n                  Executive of an amount equal to the Executive's salary and\n                  annual\n\n\n\n\n                                       8\n\n                  incentive bonus (equal to the average annual incentive bonus\n                  paid to the Executive over the preceding two years) for each\n                  year within such period, for a period of up to twelve (12)\n                  months from the date of such termination of employment, \n\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' shall\nmean any of the brands and companies that the Corporation and the Executive have\njointly designated in writing as being in competition with the Corporation or\nits subsidiaries, affiliates or licensees, and any modification thereto which\nthe parties may agree to in writing from time to time.\n\n         The provisions of this Section 8(c) shall not apply if Executive elects\nto terminate his employment with the Corporation other than for Good Reason\nafter the date Ralph Lauren ceases to be chief executive officer of the\nCorporation, provided (i) Executive has remained in his position for a period of\nnine months following such date, (ii) Executive has given the Corporation no\nless than 90 days' prior written notice of such termination referring to the\nprovisions of this section and (iii) no more than 18 months shall have elapsed\nfrom the date of Ralph Lauren's ceasing to be the chief executive officer of the\nCorporation, prior to the giving of notice of termination hereunder by Executive\n(a 'Permitted Resignation').\n\n                  (d) The Executive will not at any time (whether during or\n         after his employment with the Corporation) disclose or use for his own\n         benefit or purposes or the benefit or purposes of any other person,\n         entity or enterprise, other than the Corporation or any of its\n         subsidiaries or affiliates, any trade secrets, information, data, or\n         other confidential information relating to customers, development\n         programs, costs, marketing, trading, investment, sales activities,\n         promotion, credit and financial data, manufacturing processes,\n         financing methods, plans or the business and affairs of the Corporation\n         generally, or any subsidiary, affiliate or licensee of the Corporation;\n         provided that the foregoing shall not apply to information which is not\n         unique to the Corporation or which is generally known to the industry\n         or the public other than as a result of the Executive's breach of this\n         covenant or to disclosure which is required by law or to enforce the\n         terms\n\n\n\n                                       9\n\n         of this Agreement upon reasonable notice to the Corporation and further\n         provided Executive may disclose to his attorneys and accountants\n         confidential information reasonably required in connection with their\n         services to Executive provided they sign and agree to be bound to the\n         terms of a confidentiality agreement with the Corporation. The\n         Executive agrees that upon termination of his employment with the\n         Corporation for any reason, he will return to the Corporation\n         immediately all memoranda, books, papers, plans, information, letters\n         and other data, and all copies thereof or therefrom, in any way\n         relating to the business of the Corporation or its subsidiaries or\n         affiliates or licensees.\n\n                  (e) If the Executive breaches, or threatens to commit a breach\n         of, any of the provisions of this Section 8 (the 'Restrictive\n         Covenants'), the Corporation shall have the following rights and\n         remedies, each of which rights and remedies shall be independent of the\n         other and severally enforceable, and all of which rights and remedies\n         shall be in addition to, and not in lieu of, any other rights and\n         remedies available to the Corporation under law or equity:\n\n                           (i) The right and remedy to have the Restrictive\n                  Covenants specifically enforced by any court having equity\n                  jurisdiction, it being acknowledged and agreed that any such\n                  breach or threatened breach will cause irreparable injury to\n                  the Corporation and that money damages will not provide an\n                  adequate remedy to the Corporation;\n\n                           (ii) The right and remedy to require the Executive to\n                  account for and pay over to the Corporation all compensation,\n                  profits, monies, accruals, increments or other benefits\n                  (collectively, 'Benefits') derived or received by the\n                  Executive as the result of any transactions constituting a\n                  breach of any of the Restrictive Covenants, and the Executive\n                  shall account for and pay over such Benefits to the\n                  Corporation; and\n\n                           (iii) The right to discontinue the payment of any\n                  amounts owing to the Executive under the Agreement.\n\n                  (f) If any court determines that any of the Restrictive\n         Covenants, or any part thereof, is invalid or unenforceable, the\n         remainder of the Restrictive Covenants shall not thereby be affected\n         and shall be given full effect, without regard to the invalid portion.\n         In addition, if any court construes any of the Restrictive Covenants,\n         or any part thereof, to be unenforceable because of the duration of\n         such provision or the area covered thereby, such court shall have the\n         power to reduce the duration or area of such provision and, in its\n         reduced form, such provision shall then be enforceable and shall be\n         enforced.\n\n\n\n                                       10\n\n         9.       Successors; Binding Agreement.\n\n                  (a) The Corporation will require any successor (whether direct\n         or indirect, by purchase, merger, consolidation or otherwise) to all or\n         substantially all of the business and\/or assets of the Corporation to\n         expressly assume and agree to perform this Agreement in the same manner\n         and to the same extent that the Corporation would be required to\n         perform it if no such succession had taken place. As used in this\n         Agreement, 'Corporation' shall mean the Corporation as hereinbefore\n         defined and any successor to its business and\/or assets as aforesaid\n         which executes and delivers the agreement provided for in this Section\n         9 or which otherwise becomes bound by all the terms and provisions of\n         this Agreement by operation of law.\n\n                  (b) This Agreement and all rights of the Executive hereunder\n         shall inure to the benefit of and be enforceable by the Executive's\n         personal or legal representatives, executors, administrators,\n         successors, heirs, distributees, devisees and legatees. If the\n         Executive should die while any amounts are payable to him hereunder all\n         such amounts unless otherwise provided herein, shall be paid in\n         accordance with the terms of this Agreement to the Executive's devisee,\n         legatee, or other designee or, if there be no such designee, to the\n         Executive's estate.\n\n         10. Notice. For the purposes of this Agreement, notices, demands and\nall other communications provided for in this Agreement shall be in writing and\nshall be deemed to have been duly given when personally delivered with receipt\nacknowledged or five business days after having been mailed by United States\ncertified or registered mail, return receipt requested, postage prepaid,\naddressed as follows:\n\n                  If to the Executive:\n\n                           Mr. Hamilton South\n                           458 Greenwich Street, Apt. 3\n                           New York, New York  10013\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\n\n\n\n\n                                       11\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 modified,\nwaived or discharged unless such waiver, modification or discharge is agreed to\nin writing signed by the Executive and such officer of the Corporation 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 or\nprovisions of this Agreement shall not affect the validity or enforceability of\nany 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, that\nthe Corporation shall be entitled to seek a restraining order or injunction in\nany court of competent jurisdiction to prevent any continuation of any violation\nof the provisions of Section 8 of this Agreement and the Executive hereby\nconsents that such restraining order or injunction may be granted without the\nnecessity of the Corporation's posting any bond, and provided further that the\nExecutive shall be entitled to seek specific performance of his right to be paid\nuntil the date of termination during the pendency of any dispute or controversy\narising under or in connection with this Agreement. Fees and expenses payable to\nthe American Arbitration Association and the arbitrator shall be shared equally\nby the Corporation and by the Executive, but the parties shall otherwise bear\ntheir own costs in connection with the arbitration; provided that the arbitrator\nshall be entitled to include as part of the award to the prevailing party the\nreasonable legal fees and expenses incurred by such party in an amount not to\nexceed $25,000.\n\n\n\n\n\n                                       12\n\n         15. Withholding. The Corporation may withhold from any amounts payable\nunder this Agreement such federal, state and local taxes as may be required to\nbe withheld pursuant to applicable law or regulation.\n\n         16. Entire Agreement. This Agreement sets forth the entire agreement of\nthe parties hereto in respect of the subject matter contained herein and\nsupersedes 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         IN WITNESS WHEREOF, the Corporation has caused this Agreement to be\nduly executed and the Executive has hereunto set his hand, each on the date set\nforth below, but effective as of the 10th day of November, 1998.\n\n\n                          POLO RALPH LAUREN CORPORATION\n\n\n                                            By:      \/s\/ Michael J. Newman \n                                                     ---------------------- \n\n                                            Date:    March 29, 1999\n\n\n\n\n                                                     \/s\/ Hamilton South\n                                                     ---------------------- \n                                                     Executive: Hamilton South\n\n                                            Date:    March 25, 1999\n\n\n\n\n\n                                       13\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-39461","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\/39461","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=39461"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39461"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39461"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39461"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}