{"id":39466,"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-lauren2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-polo-ralph-lauren-corp-and-ralph-lauren2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-polo-ralph-lauren-corp-and-ralph-lauren2.html","title":{"rendered":"Employment Agreement &#8211; Polo Ralph Lauren Corp. and Ralph Lauren"},"content":{"rendered":"<pre>\n                              AMENDED AND RESTATED\n                              EMPLOYMENT AGREEMENT\n\n\n            AGREEMENT made effective as of the 4th day of April, 1999, between\nPolo Ralph Lauren Corporation, a Delaware corporation (the 'Company'), and Ralph\nLauren (the 'Executive').\n\n            The Executive is the founder of the predecessor entities of the\nCompany and has acted as Chief Executive Officer of such entities for more than\nthirty-one years.\n\n            The Executive has heretofore been employed by the Company pursuant\nto an employment agreement made effective as of June 9, 1997 (the 'Prior\nAgreement');\n\n            The Company recognizes that the Executive's talents and abilities\nare unique and have been integral to the success of the Company. The Company\nwishes to retain the services of the Executive and recognizes that the\nExecutive's contribution to the growth and success of the Company will be\nsubstantial. The Company desires to provide for the continued employment of the\nExecutive and to make employment arrangements that which will reinforce and\nencourage the attention and dedication to the Company of the Executive as a\nmember of the Company's senior management, in the best interest of the Company.\nThe Executive is willing to commit himself to serve the Company, on the terms\nand conditions herein provided.\n\n            The Company and the Executive wish to amend and restate the Prior\nAgreement as evidenced by this Agreement effective as of the date hereof in\norder to provide for the modification of certain provisions of the Prior\nAgreement;\n\n            In order to effect the foregoing, the Company and the Executive wish\nto enter into an Agreement on the terms and conditions set forth below.\nAccordingly, in consideration of the premises and the respective covenants and\nagreements of the parties herein contained, and intending to be legally bound\nhereby, the parties hereto agree as follows:\n\n      1. Employment. Effective as of April 4, 1999, the Executive's employment\nwith the Company shall be governed by this Agreement, which restates and\nsupercedes the Prior Agreement.\n\n      2. Term. The term of the Executive's employment hereunder shall commence\nas of the date hereof and shall continue until the close of business on June 17,\n2002, subject to earlier termination in accordance with the terms of this\nAgreement (the 'Term'). The Term shall be automatically extended for successive\none year periods thereafter unless either party notifies the other in writing of\nits intention not to so extend the Term at least ninety (90) days prior to the\ncommencement of the next scheduled one year extension.\n\n      3.    Position and Duties.\n\n      (a) Title and Duties. The Executive shall serve as Chief Executive Officer\nof the Company and Chairman of the Board of Directors of the Company (the\n'Board'), and shall have such duties, authority and responsibilities as are\nnormally associated with and appropriate for such positions. The Executive shall\nreport directly to the Board. The Executive shall devote substantially all of\nhis working time and efforts to the business and affairs of the Company.\n\n      (b) Office and Facilities. The Executive shall be provided with\nappropriate office and secretarial facilities in each of the Company's principal\nexecutive offices in New York City and any other location that the Executive\nreasonably deems necessary to have an office and support services in order for\nthe Executive to perform his duties to the Company. In addition, the Executive\nshall continue to be entitled to have certain employees of the Company perform\nservices for the Executive which are non-Company related in a manner consistent\nwith past practice; provided that the Executive reimburses the Company for the\nfull amount of salary, benefits and other expenses relating to such employees.\n\n      4.    Compensation.\n\n      (a) Base Salary. During the Term, the Company shall pay to the Executive\nan annual base salary of $1,000,000. The Executive's base salary shall be paid\nin substantially equal installments on a basis consistent with the Company's\npayroll practices and shall be subject to such increases, if any, as may be\ndetermined in the sole discretion of the Board. The Executive's base salary, as\nin effect at any time, is hereinafter referred to as the 'Base Salary.'\n\n      (b) Annual Bonus. For each fiscal year of the Company that occurs during\nthe Term (including the fiscal year beginning on April 4, 1999 and ending April\n1, 2000), the Executive shall be eligible to earn an annual cash bonus (the\n'Bonus') based upon the achievement by the Company and its subsidiaries of\nperformance goals for each such fiscal year established by the Compensation\nCommittee of the Board of Directors (the 'Compensation Committee'). The\nCompensation Committee shall establish objective criteria to be used to\ndetermine the extent to which such performance goals have been satisfied. The\nrange of the Bonus opportunity for each fiscal year will be $0 to $8,000,000\nbased upon the extent to which such performance goals are achieved. The Bonus,\nif any, payable to the Executive in respect of each such fiscal year will be\npaid at the same time that bonuses are paid to other executives of the Company,\nbut in any event within seventy-five days after the conclusion of each\napplicable fiscal year. Notwithstanding any provision of this Agreement to the\ncontrary, the Executive's entitlement to payment of a Bonus during any period\nwhen the compensation payable to the Executive pursuant to this Agreement is\nsubject to the deduction limitations of section 162(m) of the Internal Revenue\nCode of 1986, as amended (the 'Code'), shall be subject to shareholder approval\nof a plan or arrangement evidencing such Bonus opportunity that complies with\nthe requirements of section 162(m) of the Code.\n\n\n                                        2\n\n      5.    Stock Options.\n\n      (a) For at least each of the fiscal year ending April 1, 2000 and the\nfiscal year ending March 31, 2001, as of a date no later than June 11 of each\nfiscal year (or the first business day thereafter if June 11 falls on a\nholiday), the Executive will be granted options (the 'Annual Options') to\npurchase 250,000 shares of the Class A Common Stock of the Company (the 'Common\nShares') pursuant to the terms of the Company's 1997 Long-Term Stock Incentive\nPlan (the 'Option Plan'). The Annual Options will have a term of ten (10) years\n(subject to earlier termination as described below and in Section 7) and will be\ntransferable by the Executive to family members (or trusts for their benefit)\npursuant to the terms of the Option Plan.\n\n      (b) The Annual Options will vest and become exercisable ratably over three\n(3) years on each of the first three anniversaries of the date of grant, subject\nto the Executive's continued employment through each vesting date and subject to\nthe provisions of Section 7, and will have an exercise price per Common Share\nequal to 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 participate in all\nexisting employee benefit plans, perquisite and fringe benefit arrangements of\nthe Company or its affiliates in which he is currently participating and shall\nbe entitled to participate in any future employee benefit plans, perquisite and\nfringe benefit arrangements of the Company or its affiliates that are provided\nto other officers of the Company on terms no less favorable than are provided to\nany other senior executive of the Company.\n\n      (b) Life Insurance. The Company shall, until fully funded in accordance\nwith applicable insurance projections, continue to maintain, and make premium\ncontributions with respect to, those certain split dollar and other life\ninsurance arrangements between the Company and the Executive, his family members\nand\/or life insurance trusts for the benefit of any of them, that are currently\nmaintained or contributed to by the Company or its affiliates or predecessor\nentities.\n\n      (c) Expenses. The Executive shall be entitled to receive prompt\nreimbursement for all reasonable and customary expenses incurred by the\nExecutive in performing services hereunder, including all expenses of travel and\nliving expenses while away from home on business or at the request of and in the\nservice of the Company (including hotel, travel and meal expenses for the\nExecutive'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\n                                        3\n\n      (d) Perquisites. The Company shall (i) provide the Executive with a car\nand driver for his use during the term of his employment with the Company and\n(ii) reimburse the Executive for club dues and initiation fees at a social club\nor country club of the Executive's choosing.\n\n      (e) Corporate Aircraft. For security purposes, the Executive and his\nfamily members shall be required to use the Company's or other acceptable\nprivate aircraft for any travel; provided that in connection with any use which\nis solely for personal non-business reasons, the Executive shall reimburse the\nCompany at swap rates charged to owners of airplanes, which rates are set by an\nindependent management company.\n\n      (f) Vacations. The Executive shall be entitled to vacations and holidays\non a basis consistent with that offered to other senior executive officers of\nthe Company.\n\n      (g) Indemnification. The Company shall indemnify the Executive to the\nfullest extent permitted by applicable law against damages and expenses\n(including fees and disbursements of counsel) in connection with his status or\nperformance 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 may each\nterminate the Executive's employment hereunder and the Term for any reason.\n\n      (a) Termination by the Company without Cause, Non-Extension of Term or by\nthe Executive for Good Reason. If the Company shall terminate the Executive's\nemployment without 'Cause' (as defined in Section 7(e)), if the Company elects\nnot to extend the Term, or if the Executive resigns for Good Reason (as defined\nin Section 7(e)) then, the Executive shall be entitled to the following:\n\n            (i)   A lump sum cash payment equal to the sum of:\n\n                        (1) The Executive's Base Salary that would be payable\n                  through the later of (A) June 11, 2002, or (B) three years\n                  from the date of the Executive's termination of employment\n                  (the 'Severance Period');\n\n                        (2) Any accrued but unpaid compensation as of the date\n                  of termination of employment; and\n\n                        (3) A Bonus for each full or partial fiscal year that\n                  occurs during the Severance Period equal to the average annual\n                  bonus paid to the \n\n\n                                        4\n\n                  Executive in each of the immediately preceding two fiscal\n                  years prior to the Executive's termination of employment,\n                  provided, however, that the amount of the Bonus for any\n                  partial fiscal year beyond the third fiscal year following the\n                  date of the Executive's termination of employment will be\n                  prorated; and\n\n            (ii) During the Severance Period, the Company shall (A) continue to\n      provide the Executive with office facilities and secretarial assistance in\n      New York City and any other location that the Executive maintained an\n      office during the term of his employment that the Executive reasonably\n      deems necessary, (B) permit the Executive to continue to participate in\n      all welfare and medical plans on the same terms as active officers of the\n      Company, and (C) continue to provide the Executive with the use of a car\n      and driver; and\n\n            (iii) Any unvested options granted pursuant to Section 5 will of\n      this Agreement and Section 5 of the Prior Agreement continue to vest on\n      their scheduled vesting dates, subject to and conditioned upon the\n      Executive's compliance with Section 9 hereof. In addition, subject to, and\n      conditioned upon, the Executive's compliance with Section 9 hereof, any\n      vested options (and any options that continue to vest as described above)\n      will remain exercisable until the latest to occur of (A) June 11, 2002,\n      (B) one (1) year from the date of the Executive's termination of\n      employment and (C) thirty (30) days from the date the option becomes\n      vested and exercisable.\n\n            (iv) Except as expressly provided above and for the Company's\n      obligations under Sections 6(b) and (6)g hereof, the Company will have no\n      further obligations to the Executive hereunder following the Executive's\n      termination of employment under the circumstances described in this\n      Section 7(a).\n\n      (b) Termination due to Death or Disability. If the Executive's employment\nis terminated due to his death or 'Disability' (as defined in Section 7(e)), the\nExecutive (or his estate) shall be entitled to the following:\n\n            (i)   A lump sum cash payment equal to the sum of:\n\n                  (1) the Executive's Base Salary through the date on which his\n            termination due to death or Disability occurred;\n\n                  (2) any accrued and unpaid compensation for any prior fiscal\n            year; and\n\n                  (3) a pro-rata portion of the Bonus he would otherwise have\n            received for the fiscal year in which his termination due to death\n            or Disability occurred; and\n\n\n                                       5\n\n            (ii) Any unvested options granted pursuant to Section 5 of this\n      Agreement and Section 5 of the Prior Agreement will vest immediately and\n      options held by the Executive, or his estate, will remain exercisable for\n      three (3) years from the date of the Executive's death or termination due\n      to Disability.\n\n            (iii) Except as expressly provided above and for the Company's\n      obligations under Sections 6(b) and 6(g) hereof, the Company will have no\n      further obligations to the Executive hereunder following the Executive's\n      termination of employment under the circumstances described in this\n      Section 7(b).\n\n      (c) Termination by the Company for Cause, by Executive Other than for Good\nReason or Due To The Executive's Election Not To Extend The Term. If the\nExecutive's employment is terminated by the Company for Cause, by the Executive\nother than for Good Reason or due to the Executive's election not to extend the\nTerm, the Executive shall be entitled to:\n\n            (i)   an immediate lump sum cash payment equal to the sum of:\n\n                  (1) his Base Salary through the date of termination; and any\n            accrued but unpaid compensation for any prior fiscal year; and\n\n                  (2) a pro-rata portion of his Bonus for the fiscal year in\n            which the termination occurred, to be paid when bonuses are paid to\n            other executives of the Company; and\n\n            (ii) Any options granted pursuant to Section 5 of this Agreement and\n      Section 5 of the Prior Agreement that have not previously been exercised\n      shall be forfeited.\n\n            (iii) Except as expressly provided above and for the Company's\n      obligations under Sections 6(b) and 6(g) hereof, the Company will have no\n      further obligations to the Executive hereunder following the Executive's\n      termination of employment under the circumstances described in this\n      Section 7(c).\n\n      (d) Notice of Termination. Any termination of the Executive's employment\nby the Company or by the Executive (other than termination pursuant to the\nExecutive's death) shall be communicated by written Notice of Termination to the\nother party hereto in accordance with Section 11 hereof. If the Company\nterminates the Executive's employment for Cause or due to Disability or if the\nExecutive resigns for Good Reason, the 'Notice of Termination' shall mean a\nnotice which shall indicate the specific termination provision in this Agreement\nrelied upon 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\n                                       6\n\n      (e) Definitions. For purpose of this Agreement:\n\n            (i) 'Cause' shall mean (A) the willful and continued failure by the\n      Executive to substantially perform his duties hereunder after demand for\n      substantial performance is delivered by the Company that specifically\n      identifies the manner in which the Company believes the Executive has not\n      substantially performed his duties; or (B) the Executive's conviction of,\n      or plea of nolo contendre to, a crime (whether or not involving the\n      Company) constituting a felony; or (C) willful engaging by the Executive\n      in gross misconduct relating to the Executive's employment that is\n      materially injurious to the Company or subjects the Company, monetarily or\n      otherwise (including, but not limited to, conduct that constitutes\n      competitive activity, in violation of Section 9) or which subjects, or if\n      generally known, would subject the Company to public ridicule or\n      embarrassment. For purposes of this paragraph, no act, or failure to act,\n      on the Executive's part shall be considered 'willful' unless done, or\n      omitted to be done, by him not in good faith and without reasonable belief\n      that his action or omission was in the best interest of the Company.\n      Notwithstanding the forgoing, the Executive shall not be deemed to have\n      been terminated for Cause without (x) reasonable written notice to the\n      Executive setting forth the reasons for the Company's intention to\n      terminate for Cause, (y) an opportunity for the Executive, together with\n      his counsel, to be heard before the Board, and (z) delivery to the\n      Executive of a Notice of Termination, as defined in Section 7(d) hereof,\n      from the Board finding that in the good faith opinion of the Board the\n      Executive was guilty of conduct set forth above in clauses (A) through (C)\n      hereof, and specifying the particulars thereof in detail.\n\n            (ii) 'Good Reason' shall mean (A) a material diminution in the\n      Executive's duties or the assignment to the Executive of a title or duties\n      inconsistent with his position as Chairman of the Board and Chief\n      Executive Officer of the Company, (B) a reduction in the Executive's\n      salary or annual incentive bonus opportunity, (C) a failure of the Company\n      to comply with any material provision of this Agreement or (D) the\n      Executive's ceasing to be entitled to the payment of an annual incentive\n      bonus as a result of the failure of the Company's shareholders to approve\n      a plan or arrangement evidencing such annual incentive bonus in a manner\n      that complies with the requirements of section 162(m) of the Internal\n      Revenue Code of 1986; provided that the events described in clauses (A),\n      (B) and (C) above shall not constitute Good Reason unless and until such\n      diminution, reduction or failure (as applicable) has not been cured within\n      thirty (30) days after notice of such noncompliance has been given by the\n      Executive to the Company.\n\n            (iii) For purposes of this Agreement, 'Disability' shall mean that\n      as a result of the Executive's incapacity due to physical or mental\n      illness, the Executive shall have been absent from his duties hereunder on\n      a full-time basis for the entire period of six consecutive months, and\n      within thirty (30) days after written Notice of Termination is given by\n      the Company (which may occur before or after the end of such six month\n\n\n                                       7\n\n      period) the Executive shall not have returned to the performance of his\n      duties hereunder on a full-time basis.\n\n      8. No Mitigation. The Executive shall have no duty to mitigate the\npayments 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 employment and for a\nperiod of three (3) years from the date of termination thereof, he will not, on\nhis own 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) The Executive agrees that for the duration of his employment and for a\nperiod of three (3) years from the date of termination thereof, the Executive\nwill take no action which is intended, or would reasonably be expected, to harm\n(e.g., making public derogatory statements or misusing confidential Company\ninformation, it being acknowledged that the Executive's employment with a\ncompetitor in and of itself shall not be deemed to be harmful to the Company for\npurposes of this Section 9(b)) the Company or any of its subsidiaries or\naffiliates of their reputation.\n\n      (c) The Executive agrees that during the duration of his employment and;\n\n                  (i) in the event of the Executive's termination of employment\n            due to the Executive's resignation without Good Reason, until the\n            later of (x) June 11, 2002 and (y) two (2) years from the date of\n            such termination of employment; and\n\n                  (ii) in the event of the Executive's termination of employment\n            by the Company without Cause or the Executive's resignation for Good\n            Reason pursuant to Section 7(a), for two (2) years from the date of\n            such termination of employment; and\n\n                  (iii) in the event of the Executive's termination of\n            employment by the Company for Cause, at the election of the Company\n            in consideration for the payment to the Executive of an amount equal\n            to the Executive's salary and Bonus (equal to the average Bonus paid\n            to the Executive over the preceding two years) for each year within\n            such period, for a period of up to two (2) years from the date of\n            such termination of employment,\n\n\n                                       8\n\n                  then, during the period specified in clause (i), (ii) or (iii)\n            above, as applicable, the Executive shall not, directly or\n            indirectly, (A) engage in any 'Competitive Business' (as defined\n            below) for his own account, (B) enter into the employ of, or render\n            any services to, any person engaged in a Competitive Business, or\n            (C) become interested in any entity engaged in a Competitive\n            Business, directly or indirectly as an individual, partner,\n            shareholder, officer, director, principal, agent, employee, trustee,\n            consultant, or in any other relationship or capacity; provided that\n            the Executive may own, solely as an investment, securities of any\n            entity which are traded on a national securities exchange if the\n            Executive is not a controlling person of, or a member of a group\n            that controls such entity and does not, directly or indirectly, own\n            2% or more of any class of securities of such entity.\n\n                  (iv) For purposes of this Agreement the term 'Competitive\n            Business' shall include the design, manufacture, sale, marketing or\n            distribution of branded or designer apparel and other products in\n            the categories of products sold by, or under license from, the\n            Company or its affiliates within the United States.\n\n      (d) The Executive will not at any time (whether during or after his\nemployment with the Company) disclose or use for his own benefit or purposes or\nthe benefit or purposes of any other person, entity or enterprise, other than\nthe Company or any of its affiliates, any trade secrets, information, data, or\nother confidential information relating to customers, development programs,\ncosts, marketing, trading, investment, sales activities, promotion, credit and\nfinancial data, manufacturing processes, financing methods, plans or the\nbusiness and affairs of the Company generally, or any affiliate of the Company;\nprovided that the foregoing shall not apply to information which is not unique\nto the Company or which is generally known to the industry or the public other\nthan as a result of the Executive's breach of this covenant. The Executive\nagrees that upon termination of his employment with the Company for any reason,\nhe will return to the Company immediately all memoranda, books, papers, plans,\ninformation, letters and other data, and all copies thereof or therefrom, in any\nway relating to the business of the Company and its affiliates.\n\n      (e) If the Executive breaches, or threatens to commit a breach of, any of\nthe provisions of this Section 9 (the 'Restrictive Covenants'), the Company\nshall have the following rights and remedies, each of which rights and remedies\nshall be independent of the other and severally enforceable, and all of which\nrights 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 Covenants\n      specifically enforced by any court having equity jurisdiction, it being\n      acknowledged and agreed that any such breach or threatened breach will\n      cause irreparable injury to the Company and that money damages will not\n      provide an adequate remedy to the Company;\n\n\n                                       9\n\n            (ii) The right and remedy to require the Executive to account for\n      and pay over to the Company all compensation, profits, monies, accruals,\n      increments or other benefits (collectively, 'Benefits') derived or\n      received by the Executive as the result of any transactions constituting a\n      breach of any of the Restrictive Covenants, and the Executive shall\n      account for and pay over such Benefits to the Company; and\n\n            (iii) The right to discontinue the payment of any amounts owing to\n      the Executive under the Agreement.\n\n      (f) If any court determines that any of the Restrictive Covenants, or any\npart thereof, is invalid or unenforceable, the remainder of the Restrictive\nCovenants shall not thereby be affected and shall be given full effect, without\nregard to the invalid portion. In addition, if any court construes any of the\nRestrictive Covenants, or any part thereof, to be unenforceable because of the\nduration of such provision or the area covered thereby, such court shall have\nthe power to reduce the duration or area of such provision and, in its reduced\nform, such provision shall then be enforceable and shall be enforced.\n\n      10.   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 defined and any successor\nto its business and\/or assets as aforesaid which executes and delivers the\nagreement provided for in this Section 10 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      11. 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\n                                       10\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                           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 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      13. 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      14. 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      15. 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 in accordance with the rules of the American Arbitration Association\nthen in effect. Judgment may be entered on the arbitrator's award in any court\nhaving jurisdiction; provided, however, that the Company shall be entitled to\nseek a restraining order or injunction in any court of competent jurisdiction to\nprevent \n\n\n                                       11\n\nany continuation of any violation of the provisions of Section 9 of this\nAgreement and the Executive hereby consents that such restraining order or\ninjunction may be granted without the necessity of the Company's posting any\nbond, and provided further that the Executive shall be entitled to seek specific\nperformance of his right to be paid until the date of termination during the\npendency of any dispute or controversy arising under or in connection with this\nAgreement.\n\n      16. Withholding. The Company may withhold from any amounts payable under\nthis Agreement such federal, state and local taxes as may be required to be\nwithheld pursuant to applicable law or regulation.\n\n      17. Prior Agreements; Entire Agreement. This Agreement sets forth the\nentire agreement of the parties hereto in respect of the subject matter\ncontained herein and supersedes all prior agreements, promises, covenants,\narrangements, communications, representations or warranties, whether oral or\nwritten, by any officer, employee or representative of any party hereto; and any\nprior agreement of the parties hereto in respect of the subject matter contained\nherein is hereby terminated and canceled.\n\n      IN WITNESS WHEREOF, the Company has caused this Agreement to be duly\nexecuted and the Executive has hereunto set his hand, effective as of the 4th\nday of April, 1999.\n\n\n                              POLO RALPH LAUREN CORPORATION\n\n\n                              By: \/s\/ Michael J. Newman\n                                  --------------------------------\n\n\n                              \/s\/ Ralph Lauren\n                              ------------------------------------\n                              Executive: Ralph Lauren\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-39466","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\/39466","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=39466"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39466"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39466"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39466"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}