{"id":39465,"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-ralph-lauren.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-polo-ralph-lauren-corp-and-ralph-lauren","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-polo-ralph-lauren-corp-and-ralph-lauren.html","title":{"rendered":"Employment Agreement &#8211; Polo Ralph Lauren Corp. and Ralph Lauren"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n\n                  AGREEMENT made effective as of the 9th day of June, 1997,\nbetween Polo Ralph Lauren Corporation, a Delaware corporation (the 'Company'),\nand Ralph Lauren (the 'Executive').\n\n                  The Executive is the founder of the predecessor entities of\nthe Company and has acted as Chief Executive Officer of such entities for more\nthan twenty-nine years.\n\n                  The Company recognizes that the Executive's talents and\nabilities are unique and have been integral to the success of such predecessor\nentities.\n\n                  The Company wishes to retain the services of the Executive and\nrecognizes that the Executive's contribution to the growth and success of the\nCompany will be substantial. The Company desires to provide for the continued\nemployment of the Executive and to make employment arrangements which will\nreinforce and encourage the attention and dedication to the Company of the\nExecutive as a member of the Company's senior management, in the best interest\nof the Company. The Executive is willing to commit himself to serve the Company,\non the terms and conditions herein provided.\n\n                  In order to effect the foregoing, the Company and the\nExecutive wish to enter into an employment agreement on the terms and conditions\nset forth below. Accordingly, in consideration of the premises and the\nrespective covenants and agreements of the parties herein contained, and\nintending to be legally bound hereby, the parties hereto agree as follows:\n\n                  1. Employment. The Company hereby agrees to employ the\nExecutive, and the Executive hereby agrees to be employed by the Company, on the\nterms and conditions set forth herein.\n\n                  2. Term. The term of the Executive's employment hereunder\nshall commence as of the date hereof and shall continue until the close of\nbusiness on the fifth anniversary of the consummation of the registered initial\npublic offering of the Company's Class A Common Stock or, if such offering is\nnot consummated on or prior to December 31, 1997, until the close of business on\nMarch 31, 2002, 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 ninety (90) days\nprior to the commencement of the next scheduled one year extension.\n\n                  3. Position and Duties.\n\n                           (a) Title and Duties. The Executive shall serve as\nChief Executive Officer of the Company and Chairman of the Board of Directors of\nthe Company (the 'Board'), and shall have such duties, authority and\nresponsibilities as are normally associated with and appropriate for such\npositions. The Executive shall report directly to the Board. The Executive shall\ndevote substantially all of his working time and efforts to the business and\naffairs of the Company.\n\n                           (b) Office and Facilities. The Executive shall be\nprovided with appropriate office and secretarial facilities in each of the\nCompany's principal executive offices in New York City and any other location\nthat the Executive reasonably deems necessary to have an office and support\nservices in order for the Executive to perform his duties to the Company. In\naddition, the Executive shall continue to be entitled to have certain employees\nof the Company perform services for the Executive which are non-Company related\nin a manner consistent with past practice; provided that the Executive\nreimburses the Company for the full amount of salary, benefits and other\nexpenses relating to such employees.\n\n                  4. Compensation.\n\n                           (a) Base Salary. During the Term, the Company shall\npay to the Executive an annual base salary of $1,000,000. The Executive's base\nsalary shall be paid in substantially equal installments on a basis consistent\nwith the Company's payroll practices and shall be subject to such increases, if\nany, as may be determined in the sole discretion of the Board. The Executive's\nbase salary, as in effect at any time, is hereinafter referred to as the 'Base\nSalary.'\n\n                           (b) Annual Bonus. For each fiscal year of the Company\nthat occurs during the Term (including the fiscal year beginning on April 1,\n1997 and ending March 31, 1998), the Executive shall be eligible to earn an\nannual cash bonus (the 'Bonus') based upon the achievement by the Company and\nits subsidiaries of performance goals for each such fiscal year established by\nthe Compensation Committee of the Board of Directors (the 'Compensation\nCommittee'). The Compensation Committee shall establish objective criteria to be\nused to determine the extent to which such performance goals have been\nsatisfied. The range of the Bonus opportunity for each fiscal year will be\n$2,000,000 to $5,000,000 based upon the extent to which such performance goals\nare achieved, with a Bonus of $3,500,000 payable if the Company achieves 100% of\nits targeted performance goal for the fiscal year. The Bonus, if any, payable to\nthe Executive in respect of each such fiscal year will be paid at the same time\nthat bonuses are paid to other executives of the Company, but in any event\nwithin seventy-five days after the conclusion of each applicable fiscal year.\nNotwithstanding any provision of this Agreement to the contrary, the Executive's\nentitlement to payment of a Bonus during any period when the compensation\npayable to the Executive pursuant to this Agreement is subject to\n\n                                        2\n\nthe deduction limitations of section 162(m) of the Internal Revenue Code of\n1986, as amended (the 'Code'), shall be subject to shareholder approval of a\nplan or arrangement evidencing such Bonus opportunity that complies with the\nrequirements of section 162(m) of the Code.\n\n                  5. Stock Options.\n\n                           (a) In the event a registered initial public offering\nof the Class A Common Stock of the Company ('Common Shares') shall be\nconsummated on or prior to December 31, 1997 (a 'Qualified Offering'), then\neffective as of the date of commencement of the Qualified Offering the Executive\nwill be granted an option (the 'Initial Option') to purchase 500,000 Common\nShares pursuant to the terms of the Company's 1997 Long-Term Stock Incentive\nPlan (the 'Option Plan'). In addition, with respect to at least each of the\nfirst three fiscal years occurring after the Qualified Offering, as of a date no\nlater than each anniversary of the commencement of the Qualified Offering, the\nExecutive will be granted options (the 'Annual Options') to purchase 250,000\nCommon Shares. The Initial Option and the Annual Options will have a term of ten\n(10) years (subject to earlier termination as described below and in Section 7)\nand will be transferable by the Executive to family members (or trusts for their\nbenefit) pursuant to the terms of the Option Plan.\n\n                           (b) The Initial Option will be fully vested as of the\ndate of grant and will have an exercise price per Common Share equal to the\noffering price per share on the commencement date of the Qualified Offering. The\nAnnual Options will vest and become exercisable ratably over three (3) years on\neach of the first three anniversaries of the date of grant, subject to the\nExecutive's continued employment through each vesting date and subject to the\nprovisions of Section 7, and will have an exercise price per Common Share equal\nto the fair market value per Common Share as of the date of grant.\n\n                  6. Employee Benefits.\n\n                           (a) Benefit Plans. The Executive shall continue to\nparticipate in all existing employee benefit plans, perquisite and fringe\nbenefit arrangements of the Company or its affiliates in which he is currently\nparticipating and shall be entitled to participate in any future employee\nbenefit plans, perquisite and fringe benefit arrangements of the Company or its\naffiliates that are provided to other officers of the Company on terms no less\nfavorable than are provided to any other senior executive of the Company.\n\n                           (b) Life Insurance. The Company shall continue to\nmaintain, and make premium contributions with respect to, those certain split\ndollar and other life insurance arrangements between the Company and the\nExecutive, his family members and\/or life insurance trusts for the benefit of\nany of them, that are\n\n                                        3\n\ncurrently maintained or contributed to by the Company or its affiliates or\npredecessor entities.\n\n                           (c) Expenses. The Executive shall be entitled to\nreceive prompt reimbursement for all reasonable and customary expenses incurred\nby the Executive in performing services hereunder, including all expenses of\ntravel and living expenses while away from home on business or at the request of\nand in the service of the Company (including hotel, travel and meal expenses for\nthe Executive's spouse should the Executive's spouse elect to travel with\nExecutive), provided that such expenses are incurred and accounted for in\naccordance with the policies and procedures established by the Company.\n\n                           (d) Perquisites. The Company shall (i) provide the\nExecutive with a car and driver for his use during the term of his employment\nwith the Company and (ii) reimburse the Executive for club dues and initiation\nfees at a social club or country club of the Executive's choosing.\n\n                           (e) Corporate Aircraft. For security purposes, the\nExecutive and his family members shall be required to use the Company's or other\nacceptable private aircraft for any travel; provided that in connection with any\nuse which is solely for personal non-business reasons, the Executive shall\nreimburse the Company at swap rates charged to owners of airplanes, which rates\nare set by an independent management company.\n\n                           (f) Vacations. The Executive shall be entitled to\nvacations and holidays on a basis consistent with that offered to other senior\nexecutive officers of the Company.\n\n                           (g) Indemnification. The Company shall indemnify the\nExecutive to the fullest extent permitted by applicable law against damages and\nexpenses (including fees and disbursements of counsel) in connection with his\nstatus or performance of duties as an officer or director of the Company and its\naffiliates (including any predecessor entities) and shall use reasonable\ncommercial efforts to maintain customary and appropriate directors and officers\nliability insurance for the benefit of the Executive's protection. The Company's\nobligations under this Section 6(g) shall survive any termination of the\nExecutive's employment hereunder.\n\n                  7. Termination of Employment. The Company and the Executive\nmay each terminate the Executive's employment hereunder and the Term for any\nreason.\n\n                           (a) Termination by the Company without Cause,\nNon-Extension of Term or by the Executive for Good Reason. If the Company shall\nterminate the Executive's employment without 'Cause' (as defined in Section\n7(e)), if the Company elects not to extend the Term, or if the Executive resigns\nfor Good\n\n                                        4\n\nReason (as defined in Section 7(e)) then, the Executive shall be entitled to the\nfollowing:\n\n                                    (i) A lump sum cash payment equal to the sum\nof:\n\n                                            (1) The Executive's Base Salary that\nwould be payable through the later of (A) the fifth anniversary of the\ncommencement date of the Qualified Offering or (B) three years from the date of\nthe Executive's termination of employment (the 'Severance Period');\n\n                                            (2) Any accrued but unpaid\ncompensation as of the date of termination of employment; and\n\n                                            (3) A Bonus for each full or partial\nfiscal year that occurs during the Severance Period equal to the average annual\nbonus paid to the Executive in each of the immediately preceding two fiscal\nyears prior to the Executive's termination of employment, provided, however,\nthat the amount of the Bonus for any partial fiscal year beyond the third fiscal\nyear following the date of the Executive's termination of employment will be\nprorated; and\n\n                                    (ii) During the Severance Period, the\nCompany shall (A) continue to provide the Executive with office facilities and\nsecretarial assistance in New York City and any other location that the\nExecutive maintained an office during the term of his employment that the\nExecutive reasonably deems necessary, (B) continue to maintain and make premium\ncontributions with respect to those life insurance arrangements described in\nSection 6(b), (C) permit the Executive to continue to participate in all welfare\nand medical plans on the same terms as active officers of the Company and (D)\ncontinue to provide the Executive with the use of a car and driver; and\n\n                                    (iii) Any unvested options granted pursuant\nto Section 5 will continue to vest on their scheduled vesting dates, subject to\nand conditioned upon the Executive's compliance with Section 9 hereof. In\naddition, subject to, and conditioned upon, the Executive's compliance with\nSection 9 hereof, any vested options (and any options that continue to vest as\ndescribed above) will remain exercisable until the latest to occur of (A) five\n(5) years from the commencement date of the Qualified Offering, (B) one (1) year\nfrom the date of the Executive's termination of employment and (C) thirty (30)\ndays from the date the option becomes vested and exercisable.\n\n                                    (iv) Except as expressly provided above and\nfor the Company's indemnification obligation under Section 6(g), the Company\nwill have no further obligations to the Executive hereunder following the\nExecutive's termination of employment under the circumstances described in this\nSection 7(a).\n\n                                        5\n\n                           (b) Termination due to Death or Disability. If the\nExecutive's employment is terminated due to his death or 'Disability' (as\ndefined in Section 7(e)), the Executive (or his estate) shall be entitled to the\nfollowing:\n\n                                    (i) A lump sum cash payment equal to the sum\nof:\n\n                                            (1) the Executive's Base Salary\nthrough the date on which his termination due to death or Disability occurred;\n\n                                            (2) any accrued and unpaid\ncompensation for any prior fiscal year; and\n\n                                            (3) a pro-rata portion of the Bonus\nhe would otherwise have received for the fiscal year in which his termination\ndue to death or Disability occurred; and\n\n                                    (ii) Any unvested options granted pursuant\nto Section 5 will vest immediately and options held by the Executive, or his\nestate, will remain exercisable for three (3) years from the date of the\nExecutive's death or termination due to Disability.\n\n                                    (iii) Except as expressly provided above and\nfor the Company's indemnification obligation under Section 6(g), the Company\nwill have no further obligations to the Executive hereunder following the\nExecutive's termination of employment under the circumstances described in this\nSection 7(b).\n\n                           (c) Termination by the Company for Cause, by\nExecutive Other than for Good Reason or Due To The Executive's Election Not To\nExtend The Term. If the Executive's employment is terminated by the Company for\nCause, by the Executive other than for Good Reason or due to the Executive's\nelection not to extend the Term, the Executive shall be entitled to:\n\n                                    (i) an immediate lump sum cash payment equal\nto the sum of:\n\n                                            (1) his Base Salary through the\ndate of termination; and any accrued but unpaid compensation for any prior\nfiscal year; and\n\n                                            (2) a pro-rata portion of his Bonus\nfor the fiscal year in which the termination occurred, to be paid when bonuses\nare paid to other executives of the Company; and\n\n                                    (ii) Any options granted pursuant to Section\n5 that have not previously been exercised shall be forfeited.\n\n                                        6\n\n                                    (iii) Except as expressly provided above and\nfor the Company's indemnification obligation under Section 6(g), the Company\nwill have no further obligations to the Executive hereunder following the\nExecutive's termination of employment under the circumstances described in this\nSection 7(c).\n\n                           (d) Notice of Termination. Any termination of the\nExecutive's employment by the Company or by the Executive (other than\ntermination pursuant to the Executive's death) shall be communicated by written\nNotice of Termination to the other party hereto in accordance with Section 11\nhereof. If the Company terminates the Executive's employment for Cause or due to\nDisability or if the Executive resigns for Good Reason, the 'Notice of\nTermination' shall mean a notice which shall indicate the specific termination\nprovision in this Agreement relied upon and shall set forth in reasonable detail\nthe facts and circumstances claimed to provide a basis for termination of the\nExecutive's employment under the provision so indicated.\n\n                           (e) Definitions. For purpose of this Agreement:\n\n                                    (i) 'Cause' shall mean (A) the willful and\ncontinued failure by the Executive to substantially perform his duties hereunder\nafter demand for substantial performance is delivered by the Company that\nspecifically identifies the manner in which the Company believes the Executive\nhas not substantially performed his duties; or (B) the Executive's conviction\nof, or plea of nolo contendere to, a crime (whether or not involving the\nCompany) constituting a felony; or (C) willful engaging by the Executive in\ngross misconduct relating to the Executive's employment that is materially\ninjurious to the Company or subjects the Company, monetarily or otherwise\n(including, but not limited to, conduct that constitutes competitive activity,\nin violation of Section 9) or which subjects, or if generally known, would\nsubject the Company to public ridicule or embarrassment. For purposes of this\nparagraph, no act, or failure to act, on the Executive's part shall be\nconsidered 'willful' unless done, or omitted to be done, by him not in good\nfaith and without reasonable belief that his action or omission was in the best\ninterest of the Company. Notwithstanding the forgoing, the Executive shall not\nbe deemed to have been terminated for Cause without (x) reasonable written\nnotice to the Executive setting forth the reasons for the Company's intention to\nterminate for Cause, (y) an opportunity for the Executive, together with his\ncounsel, to be heard before the Board, and (z) delivery to the Executive of a\nNotice of Termination, as defined in Section 7(d) hereof, from the Board finding\nthat in the good faith opinion of the Board the Executive was guilty of conduct\nset forth above in clauses (A) through (C) hereof, and specifying the\nparticulars thereof in detail.\n\n                                    (ii) 'Good Reason' shall mean (A) a material\ndiminution in the Executive's duties or the assignment to the Executive of a\ntitle or duties inconsistent with his position as Chairman of the Board and\nChief Executive Officer of the Company, (B) a reduction in the Executive's\nsalary or annual incentive\n\n                                        7\n\nbonus opportunity, (C) a failure of the Company to comply with any material\nprovision of this Agreement or (D) the Executive's ceasing to be entitled to the\npayment of an annual incentive bonus as a result of the failure of the Company's\nshareholders to approve a plan or arrangement evidencing such annual incentive\nbonus in a manner that complies with the requirements of section 162(m) of the\nInternal Revenue Code of 1986; provided that the events described in clauses\n(A), (B) and (C) above shall not constitute Good Reason unless and until such\ndiminution, reduction or failure (as applicable) has not been cured within\nthirty (30) days after notice of such noncompliance has been given by the\nExecutive to the Company.\n\n                                    (iii) For purposes of this Agreement,\n'Disability' shall mean that as a result of the Executive's incapacity due to\nphysical or mental illness, the Executive shall have been absent from his duties\nhereunder on a full-time basis for the entire period of six consecutive months,\nand within thirty (30) days after written Notice of Termination is given by the\nCompany (which may occur before or after the end of such six month period) the\nExecutive shall not have returned to the performance of his duties hereunder on\na full-time basis.\n\n                  8. No Mitigation. The Executive shall have no duty to mitigate\nthe payments provided for hereunder by seeking other employment or otherwise and\nsuch payment shall not be subject to reduction for any compensation received by\nthe Executive from employment in any capacity following the termination of the\nExecutive's employment with the Company.\n\n                  9. Non-Solicitation\/Non-Competition.\n\n                           (a) The Executive agrees that for the duration of his\nemployment and for a period of three (3) years from the date of termination\nthereof, he will not, on his own behalf or on behalf of any other person or\nentity, hire, solicit, or encourage to leave the employ of the Company or its\nsubsidiaries or affiliates any person who is an employee of any of such\ncompanies.\n\n                           (b) The Executive agrees that for the duration of his\nemployment and for a period of three (3) years from the date of termination\nthereof, the Executive will take no action which is intended, or would\nreasonably be expected, to harm (e.g., making public derogatory statements or\nmisusing confidential Company information, it being acknowledged that the\nExecutive's employment with a competitor in and of itself shall not be deemed to\nbe harmful to the Company for purposes of this Section 9(b)) the Company or any\nof its subsidiaries or affiliates of their reputation.\n\n                           (c) The Executive agrees that during the duration of\nhis employment and;\n\n                                        8\n\n                                    (i) in the event of the Executive's\ntermination of employment due to the Executive's resignation without Good\nReason, until the later of (x) five (5) years from the commencement of a\nQualified Offering and (y) two (2) years from the date of such termination of\nemployment; and\n\n                                    (ii) in the event of the Executive's\ntermination of employment by the Company without Cause or the Executive's\nresignation for Good Reason pursuant to Section 7(a), for two (2) years from the\ndate of such termination of employment; and\n\n                                    (iii) in the event of the Executive's\ntermination of employment by the Company for Cause, at the election of the\nCompany in consideration for the payment to the Executive of an amount equal to\nthe Executive's salary and Bonus (equal to the average Bonus paid to the\nExecutive over the preceding two years) for each year within such period, for a\nperiod of up to two (2) years from the date of such termination of employment,\n\n                  then, during the period specified in clause (i), (ii) or (iii)\n         above, as applicable, the Executive shall not, directly or indirectly,\n         (A) engage in any 'Competitive Business' (as defined below) for his own\n         account, (B) enter into the employ of, or render any services to, any\n         person engaged in a Competitive Business, or (C) become interested in\n         any entity engaged in a Competitive Business, directly or indirectly as\n         an individual, partner, shareholder, officer, director, principal,\n         agent, employee, trustee, consultant, or in any other relationship or\n         capacity; provided that the Executive may own, solely as an investment,\n         securities of any entity which are traded on a national securities\n         exchange if the Executive is not a controlling person of, or a member\n         of a group that controls such entity and does not, directly or\n         indirectly, own 2% or more of any class of securities of such entity.\n\n                                    (iv) For purposes of this Agreement the term\n'Competitive Business' shall include the design, manufacture, sale, marketing or\ndistribution of branded or designer apparel and other products in the categories\nof products sold by, or under licence from, the Company or its affiliates within\nthe United States.\n\n                  (d) The Executive will not at any time (whether during or\nafter his employment with the Company) disclose or use for his own benefit or\npurposes or the benefit or purposes of any other person, entity or enterprise,\nother than the Company or any of its affiliates, any trade secrets, information,\ndata, or other confidential information relating to customers, development\nprograms, costs, marketing, trading, investment, sales activities, promotion,\ncredit and financial data, manufacturing processes, financing methods, plans or\nthe business and affairs of the Company generally, or any affiliate of the\nCompany; provided that the foregoing shall not apply to information which is not\nunique to the Company or which is generally known to the industry or the public\nother than as a result of the Executive's breach of this\n\n                                        9\n\ncovenant. The Executive agrees that upon termination of his employment with the\nCompany for any reason, he will return to the Company immediately all memoranda,\nbooks, papers, plans, information, letters and other data, and all copies\nthereof or therefrom, in any way relating to the business of the Company and its\naffiliates.\n\n\n                  (e) If the Executive breaches, or threatens to commit a breach\nof, any of the provisions of this Section 9 (the 'Restrictive Covenants'), the\nCompany shall have the following rights and remedies, each of which rights and\nremedies shall be independent of the other and severally enforceable, and all of\nwhich rights and remedies shall be in addition to, and not in lieu of, any other\nrights and remedies available to the Company under law or equity:\n\n                           (i) The right and remedy to have the Restrictive\nCovenants specifically enforced by any court having equity jurisdiction, it\nbeing acknowledged and agreed that any such breach or threatened breach will\ncause irreparable injury to the Company and that money damages will not provide\nan adequate remedy to the Company;\n\n                           (ii) The right and remedy to require the Executive to\naccount for and pay over to the Company all compensation, profits, monies,\naccruals, increments or other benefits (collectively, 'Benefits') derived or\nreceived by the Executive as the result of any transactions constituting a\nbreach of any of the Restrictive Covenants, and the Executive shall account for\nand pay over such Benefits to the Company; and\n\n                           (iii) The right to discontinue the payment of any\namounts owing to the Executive under the Agreement.\n\n                  (f) If any court determines that any of the Restrictive\nCovenants, or any part thereof, is invalid or unenforceable, the remainder of\nthe Restrictive Covenants shall not thereby be affected and shall be given full\neffect, without regard to the invalid portion. In addition, if any court\nconstrues 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         10. Successors; Binding Agreement.\n\n                  (a) The Company will require any successor (whether\ndirect or indirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business and\/or assets of the Company to expressly\nassume and agree to perform this Agreement in the same manner and to the same\nextent that the Company would be required to perform it if no such succession\nhad taken place. As used in\n\n                                       10\n\nthis Agreement, 'Company' shall mean the Company as herein defined and any\nsuccessor to its business and\/or assets as aforesaid which executes and delivers\nthe agreement provided for in this Section 10 or which otherwise becomes bound\nby all the terms and provisions of 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                  11. 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                           If to the Executive:\n\n                                    Mr. Ralph Lauren\n                                    c\/o Polo Ralph Lauren Corporation\n                                    650 Madison Avenue\n                                    New York, New York 10022\n\n\n                           If to the Company:\n\n                                    Polo Ralph Lauren Corporation\n                                    650 Madison Avenue\n                                    New York, New York 10022\n\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                  12. 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 Company as\nmay be specifically designated by the Board. No waiver by either party hereto at\nany time of any breach by the other party hereto of, or compliance with, any\ncondition or\n\n                                       11\n\nprovision of this Agreement to be performed by such other party shall be deemed\na waiver of similar or dissimilar provisions or conditions at the same or at any\nprior or subsequent time. The validity, interpretation, construction and\nperformance of this Agreement shall be governed by the laws of the State of New\nYork without regard to its conflicts of law principles.\n\n                  13. 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                  14. 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                  15. 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 in accordance with the rules of the American Arbitration\nAssociation then in effect. Judgment may be entered on the arbitrator's award in\nany court having jurisdiction; provided, however, that the Company shall be\nentitled 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 9 of this Agreement and the Executive hereby consents that such\nrestraining 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.\n\n                  16. Withholding. The Company 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                  17. Prior Agreements; Entire Agreement. This Agreement sets\nforth the entire agreement of the parties hereto in respect of the subject\nmatter contained herein and supersedes all prior agreements, promises,\ncovenants, arrangements, communications, representations or warranties, whether\noral or written, by any officer, employee or representative of any party hereto;\nand any prior agreement of the parties hereto in respect of the subject matter\ncontained herein is hereby terminated and canceled.\n\n                                       12\n\n                  IN WITNESS WHEREOF, the Company has caused this Agreement to\nbe duly executed and the Executive has hereunto set his hand, effective as of\nthe 9th day of June, 1997.\n\n\n                                   POLO RALPH LAUREN CORPORATION\n\n\n                                   By: \/s\/ Victor Cohen\n                                      --------------------------------------\n\n                                       \/s\/ Ralph Lauren\n                                   -----------------------------------------    \n                                   Executive:  Ralph Lauren\n\n                                       13\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8547],"corporate_contracts_industries":[9396],"corporate_contracts_types":[9539,9544],"class_list":["post-39465","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\/39465","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=39465"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39465"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39465"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39465"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}