{"id":39464,"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-john-d-idol4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-polo-ralph-lauren-corp-and-john-d-idol4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-polo-ralph-lauren-corp-and-john-d-idol4.html","title":{"rendered":"Employment Agreement &#8211; Polo Ralph Lauren Corp. And John D. Idol"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n\n      AGREEMENT made as of the 31st day of March, 1994, between Polo Ralph\nLauren Corporation, a New York corporation (the 'Company'), and John D. Idol\n(the 'Executive').\n\n      The Executive is presently employed by the Company as the President of its\nRalph Lauren Home Collection 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 himself to serve the\nCompany, on the terms and conditions herein provided.\n\n      NOW THEREFORE, in consideration of the premises and the respective\ncovenants and agreements of the parties herein contained, and intending to be\nlegally bound hereby, the parties hereto agree as follows:\n\n      1. Employment. The Company hereby agrees to employ the Executive, and the\nExecutive hereby agrees to serve the Company, on the terms and conditions set\nforth herein.\n\n      2. Term. The employment of the Executive by the Company as provided in\nSection 1 pursuant to this Agreement will be effective on the date hereof.\nExecutive 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 he\nmay have as of the date hereof (or which arise from any comparable position as a\nkey executive officer to which he may be appointed after the date hereof) and as\nmay from time to time be assigned to the Executive by the Board that are\nconsistent with such responsibilities, duties and authority. The Executive shall\ndevote substantially all his working time and efforts to the business and\naffairs of the Company.\n\n\n\n      4. Compensation and Related Matters.\n\n      (a) Salary. During the period of the Executive's employment hereunder, the\nCompany shall pay to the Executive an annual salary determined by the Board.\nSuch salary shall be paid in substantially equal installments on a basis\nconsistent with the Company's payroll practices. This salary shall be subject to\nannual review by the Board.\n\n      (b) Incentive Compensation. The Board may in its discretion include as\npart of Executive's compensation in any fiscal year a bonus or incentive\ncompensation program.\n\n      (c) Expenses. During the term of the Executive's employment hereunder, the\nExecutive shall be entitled to receive prompt reimbursement for all reasonable\nand customary expenses incurred by the Executive in performing services\nhereunder, including all expenses of travel and living expenses while away from\nhome on business or at the request of and in the service of the Company,\nprovided that such expenses are incurred and accounted for in accordance with\nthe policies and procedures established by the Company.\n\n      (d) Other Benefits. During the term of Executive's employment hereunder,\nExecutive shall be entitled to participate in or receive benefits under any\nmedical, pension, profit sharing or other employee benefit plan or arrangement\ngenerally made available by the Company now or in the future to its executives\nand key management employees (or to their family members), subject to and on a\nbasis consistent with the terms, conditions and overall administration of such\nplans and arrangements. Nothing paid to the Executive under any plan or\narrangement presently in effect or made available in the future shall be deemed\nto be in lieu of the salary payable to the Executive pursuant to paragraph (a)\nof this Section.\n\n      (e) Vacations. The Executive shall be entitled to reasonable vacations\nconsistent with past practice.\n\n      5. Termination.\n\n      (a) Termination by Company. The Executive's employment hereunder may be\nterminated by the Board at any time with or without cause.\n\n      (b) Termination by the Executive. The Executive may terminate his\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 by\nthe Board of the Executive's salary and\/or a termination or substantial\nreduction of an incentive or bonus program in effect for Executive which\ntermination or reduction eliminates any\n\n\n                                        2\n\n\n\nmeaningful opportunity for Executive to earn the combined salary and target\nminimum bonus for the prior year; (C) the permanent and involuntary relocation\nof Executive's office to a site outside the New York City metropolitan area; or\n(D) a failure by the Company to comply with any material provision of this\nAgreement which has not been cured within thirty (30) days after notice of such\nnoncompliance has been given by the Executive to the Company. Any exercise of\nrights pursuant to clauses (A), (B) or (C) of this paragraph 5(b) shall be\nexercised within sixty (60) days of the date Executive becomes aware of the\naction giving rise to such rights.\n\n      (c) Any termination of the Executive's employment by the Company or by the\nExecutive (other than termination pursuant to Section 6(d)(i) hereof) shall be\ncommunicated by written Notice of Termination to the other party hereto in\naccordance with Section 11 hereof. If termination is pursuant to Sections\n6(d)(ii)-(iii) or 5(b) hereof, the 'Notice of Termination' shall mean a notice\nwhich shall indicate the specific termination provision in this Agreement relied\nupon and shall set forth in reasonable detail the facts and circumstances\nclaimed to provide a basis for termination of the Executive's employment under\nthe provision so indicated.\n\n      6. Compensation Upon Termination.\n\n      (a) If Company shall terminate Executive's employment for any reason other\nthan an Enumerated Reason as set forth in Section 6(d) hereof or if Executive\nresigns for Good Reason pursuant to Section 5(b) hereof, then so long as\nExecutive complies with Section 8 hereof Executive shall be entitled to the\nfollowing:\n\n            (i) Continued salary payments (less applicable withholdings) for a\n      period of thirty-six (36) months from the date of termination at the rate\n      and in the manner in effect on such date;\n\n            (ii) Payment (less applicable withholdings), in the manner then in\n      effect and through the end of the current fiscal year, of any incentive or\n      bonus program in effect for Executive on the date of termination and,\n      thereafter, through the end of the thirty-six month period following the\n      date of termination a monthly payment equal to one-twelfth (1\/12) of the\n      incentive or bonus compensation earned in such current fiscal year. If\n      employment is terminated by Executive for Good Reason pursuant to Section\n      5(b) hereof as a result of a salary reduction and\/or termination or\n      reduction of an incentive or bonus program then salary payments and\n      incentive or bonus payments pursuant to subsections (i) and (ii) shall be\n      made at the level earned in the fiscal year prior to such reduction;\n\n            (iii) Continued participation in the Company's health benefit plans\n      during the severance period, provided if Executive is provided with\n      similar\n\n\n                                        3\n\n\n      coverage by a successor employer, any such coverage by the Company shall\n      cease;\n\n            (iv) Continued use of Company automobile until the then existing\n      auto lease term expires; and\n\n            (v) Waiver of collateral interest securing return to Company of the\n      portion of the premium paid by Company for Executive's existing Split\n      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 his option, exercisable in writing\nwithin fifteen (15) days of the date of termination, to receive the equivalent\nof the thirty-six (36) months' salary continuation and the incentive or bonus\npayments pursuant to subsections (i) and (ii) above in two substantially equal\nlump sum installments, the first payable within thirty (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 his death, the Company\nshall pay any amounts due to the Executive through the date of his death.\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 his\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 obligations\nto the Executive under this Agreement but Executive shall be bound by Section 8\nhereof.\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            (i) Death. The Executive's employment hereunder shall terminate upon\n      his death.\n\n            (ii) Disability. If, as a result of the Executive's incapacity due\n      to physical or mental illness, the Executive shall have been absent from\n      his duties hereunder on a full-time basis for the entire period of twelve\n      consecutive months, and within thirty (30) days after written Notice of\n      Termination is given (which may occur before or after the end of such\n      twelve month period) shall not have returned to the performance of his\n      duties hereunder on a full-time basis, the Company may terminate the\n      Executive's employment hereunder.\n\n\n                                        4\n\n\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 his duties hereunder\n      after demand for substantial performance is delivered by the Company that\n      specifically identifies the manner in which the Company believes the\n      Executive has not substantially performed his duties, or (2) Executive's\n      conviction of any crime (whether or not involving the Company)\n      constituting a felony or (3) the willful engaging by the Executive in\n      misconduct which is materially injurious to the Company, monetarily or\n      otherwise (including, but not limited to, conduct that constitutes\n      competitive activity, as defined in Section 8). For purposes of this\n      paragraph, no act, or failure to act, on the Executive's part shall be\n      considered 'willful' unless done, or omitted to be done, by him not in\n      good faith and without reasonable belief that his action or omission was\n      in the best interest of the Company. Notwithstanding the foregoing, the\n      Executive shall not be deemed to have been terminated for Cause without\n      (x) reasonable written notice to the Executive setting forth the reasons\n      for the Company's intention to terminate for Cause, (y) an opportunity for\n      the Executive, together with his counsel, to be heard before the Board,\n      and (z) delivery to the Executive of a Notice of Termination, as defined\n      in 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 payments\nprovided for in Section 6(a) by seeking other employment or otherwise and such\npayment shall not be subject to reduction for any compensation received by\nExecutive 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 his employment and for a\nperiod three (3) years from the date of termination thereof, he will not, on his\nown behalf or on behalf of any other person or entity, hire, solicit, or\nencourage to leave the employ of the Company or its subsidiaries or affiliates\nany person who is an employee of any of such companies.\n\n      (b) Executive agrees that for the duration of his employment and for a\nperiod of three (3) years from the date of termination thereof, Executive will\ntake no action which is intended, or would reasonably be expected, to harm (e.g.\nmaking 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 affiliates or their reputation.\n\n\n                                        5\n\n\n\n      9. Successors; Binding Agreement.\n\n      (a) The Company will require any successor (whether direct or indirect, by\npurchase, merger, consolidation or otherwise) to all or substantially all of the\nbusiness and\/or assets of the Company to expressly assume and agree to perform\nthis Agreement in the same manner and to the same extent that the Company would\nbe required to perform it if no such succession had taken place. As used in this\nAgreement, 'Company' shall mean the Company as herein before defined and any\nsuccessor to its business and\/or assets as aforesaid which executes and delivers\nthe agreement provided for in this Section 9 or which otherwise becomes bound by\nall the terms and provisions of this Agreement by operation of law.\n\n      (b) This Agreement and all rights of the Executive hereunder shall inure\nto the benefit of and be enforceable by the Executive's personal or legal\nrepresentatives, executors, administrators, successors, heirs, distributees,\ndevisees and legatees. If the Executive should die while any amounts are payable\nto him hereunder all such amounts unless otherwise provided herein, shall be\npaid in accordance with the terms of this Agreement to the Executive's devisee,\nlegatee, or other designee or, if there be no such designee, to the Executive's\nestate.\n\n      10. Notice. For the purposes of this Agreement, notices, demands and all\nother 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. John D. Idol\n                  225 Elderfields Road\n                  Manhasset, New York  11030\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 writing\nin accordance herewith, except that notices of change of address shall be\neffective only upon receipt.\n\n\n                                        6\n\n\n\n      11. Miscellaneous. No provisions of this Agreement may be modified, waived\nor discharged unless such waiver, modification or discharge is agreed to in\nwriting 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 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 connection\nwith this Agreement shall be settled exclusively by arbitration in the City of\nNew York before a single arbitrator in accordance with the rules of the American\nArbitration Association then in effect. Judgment may be entered on the\narbitrator's award in any court having jurisdiction; provided, however, that the\nCompany shall be entitled to seek a restraining order or injunction in any court\nof competent jurisdiction to prevent any continuation of any violation of the\nprovisions of Section 8 of this Agreement and the Executive hereby consents that\nsuch restraining order or injunction may be granted without the necessity of the\nCompany's posting any bond, and provided further that the Executive shall be\nentitled to seek specific performance of his right to be paid until the date of\ntermination during the pendency of any dispute or controversy arising under or\nin connection with this Agreement. Fees and expenses payable to the American\nArbitration Association and the arbitrator shall be shared equally by the\nCompany and by the Executive, but the parties shall otherwise bear their own\ncosts in connection with the arbitration; provided that the arbitrator shall be\nentitled to include as part of the award to the prevailing party the reasonable\nlegal fees and expenses incurred by such party in an amount not to exceed\n$25,000.\n\n      15. 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\nagreement of the parties hereto in respect of the subject matter contained\nherein is hereby terminated and cancelled.\n\n\n                                        7\n\n\n      IN WITNESS WHEREOF, the Company has caused this Agreement to be duly\nexecuted and the Executive has hereunto set his hand, effective as of the 31st\nday of March, 1994.\n\n                              POLO RALPH LAUREN CORPORATION\n\n\n                              By:    \/s\/ Cheryl L. Sterling\n                                 -----------------------------------------------\n\n\n                                 \/s\/ John D. Idol\n                              --------------------------------------------------\n                              Executive:  John D. Idol\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-39464","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\/39464","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=39464"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39464"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39464"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39464"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}