{"id":39467,"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-roger-n-farah.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-polo-ralph-lauren-corp-and-roger-n-farah","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-polo-ralph-lauren-corp-and-roger-n-farah.html","title":{"rendered":"Employment Agreement &#8211; Polo Ralph Lauren Corp. and Roger N. Farah"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n\n                  EMPLOYMENT AGREEMENT (the \"Agreement\") made effective as of\nthe 12th day of April, 2000, by and between Polo Ralph Lauren Corporation, a\nDelaware corporation (the \"Corporation\"), and Roger N. Farah (the \"Executive\").\n\n                  WHEREAS, the Corporation has offered to the Executive the\nposition of President and Chief Operating Officer, and the Executive wishes to\naccept such position; and\n\n                  WHEREAS, the Corporation and the Executive wish to enter into\nan employment agreement effective as of the date hereof;\n\n                  NOW, THEREFORE, intending to be bound the parties hereby agree\nas follows with effect from the date first above written.\n\n                  1. Employment\/Prior Agreement. The Corporation hereby agrees\nto employ the Executive, and the Executive hereby agrees to serve the\nCorporation, on the terms and conditions set forth herein. From and after the\ndate hereof, the terms of this Agreement shall supersede in all respects the\nterms of any prior arrangement or agreement, if any, dealing with the matters\nherein.\n\n                  2. Term. The employment of the Executive by the Corporation as\nprovided in Section 1 pursuant to this Agreement will be effective on the date\nhereof. The term of the Executive's employment under this Employment Agreement\nshall continue until the close of business of the fifth anniversary of the date\nof this Agreement, subject to earlier termination in accordance with the terms\nof this Agreement (the \"Term\"). The Term shall be automatically extended for\nsuccessive one year periods thereafter unless either party notifies the other in\nwriting of its intention not to so extend the Term at least 180 days prior to\nthe commencement of the next scheduled one year extension (a \"NonExtension\nNotice\").\n\n                  3. Position and Duties. The Executive shall serve as President\nand Chief Operating Officer. The Executive shall report to the Chairman and\nChief Executive Officer of the Corporation and the executive Vice Chairman of\nthe Corporation, and shall have responsibilities and duties for the oversight of\nthe Corporation's retail operations and corporate finance administration,\ncorporate acquisitions and human resources, and such other responsibilities and\nduties, that are not inconsistent with the usual duties of a president and chief\noperating officer of an enterprise such as the Corporation, as may be assigned\nto Executive from time to time. The Executive shall devote all of Executive's\nworking time and efforts to the business and affairs of the Corporation;\nprovided, however, that the Executive may serve on the board of Venator Group,\nInc. through December 31, 2000 and such other boards of directors as he may be\nasked to serve on from time to time, with the Corporation's approval. It is\nfurther understood and agreed that nothing herein shall prevent the Executive\nfrom managing his personal investments so long as such activities do not\ninterfere in more than an insignificant manner with the Executive's performance\nof his duties hereunder and do not conflict with the provisions of Section\n\n\n                                       1\n   2\n8. Within 12 months of the execution of this Agreement, the Corporation shall\ntake whatever commercially reasonable steps it is empowered to take that may be\nnecessary to cause the Executive to be nominated for a seat on the Board of\nDirectors of the Corporation.\n\n                  4.       Compensation and Related Matters.\n\n                           (a)      Salary and Incentive Bonus\n\n                                    (i) Salary. During the Term, Executive's\nannual salary shall be at the rate of $900,000. Such salary shall be paid in\nsubstantially equal installments on a basis consistent with the Corporation's\npayroll practices and shall be subject to annual increases, if any, as may be\ndetermined in the sole discretion of the Corporation. Executive's salary as in\neffect from time to time is hereinafter referred to as the \"Salary\".\n\n                                    (ii) Incentive Bonus. Executive shall\nparticipate in the Corporation's Executive Incentive Plan (the \"EIP\"), and any\nsubstitute therefor, and be eligible to earn an annual cash bonus for each\nfiscal year during the term of this Agreement (the \"Annual Incentive Bonus\").\nDuring the Term, Executive's Annual Incentive Bonus opportunity shall range,\nsubject to achieving pre-established performance goals, from 115% of Executive's\nSalary (the \"Target Annual Incentive Bonus\") at target performance to 230% of\nExecutive's Salary based upon the extent to which corporate or other performance\ngoals established by the Compensation Committee (the \"Compensation Committee\")\nof the Corporation's Board of Directors (the \"Board\") are achieved. The Annual\nIncentive Bonus, if any, payable to the Executive in respect of each fiscal year\nwill be paid at the same time that annual bonuses are paid to other executives\nunder the EIP. Notwithstanding any provision of this Agreement to the contrary,\nthe Executive's entitlement to payment of an Annual Incentive Bonus during any\nperiod when the compensation payable to the Executive pursuant to this Agreement\nis subject to the deduction limitations of section 162(m) of the Internal\nRevenue Code of 1986, as amended (the \"Code\"), shall be subject to shareholder\napproval of a plan or arrangement evidencing such Annual Incentive Bonus\nopportunity that complies with the requirements of section 162(m) of the Code.\n\n                                    (iii) Additional Bonus. Executive shall be\nentitled to an additional bonus (the \"Additional Bonus\") in the amount of\n$180,000 per year with respect to each of the first five fiscal years occurring\nduring the Term, which shall be paid to the Executive in respect of each such\nfiscal year of the Corporation at the same time that annual bonuses would be\npaid under the EIP; provided, however, that if the Corporation reinstitutes or\nadopts any plan for the deferral of executive compensation, any such Additional\nBonus may be deferred, at the election of the Executive, subject to such terms\nand conditions as are set forth in such plan.\n\n                           (b) Expenses. During the term of the Executive's\nemployment hereunder, the Executive shall be entitled to receive prompt\nreimbursement for all reasonable and customary expenses incurred by the\nExecutive in performing services hereunder, including all expenses of travel and\nliving expenses while away from home on business or at the request of and in the\nservice of the\n\n\n                                       2\n   3\nCorporation; provided that such expenses are incurred and accounted for in\naccordance with the policies and procedures established by the Corporation.\n\n                           (c) Other Benefits. During the term of the\nExecutive's employment hereunder, the Executive shall be entitled to participate\nin or receive benefits under any medical, pension, profit sharing or other\nemployee benefit plan or arrangement generally made available by the Corporation\nnow or in the future to its executives and key management employees (or to their\nfamily members), subject to and on a basis consistent with the terms, conditions\nand overall administration of such plans and arrangements. Moreover, during such\nterm, the Executive shall be entitled to a monthly car allowance of $1,500.\nNothing paid to the Executive under any plan or arrangement presently in effect\nor made available in the future shall be deemed to be in lieu of the Salary,\nAnnual Incentive Bonuses or Additional Bonuses, payable to the Executive\npursuant to paragraph (a) of this Section.\n\n                           (d) Vacations. The Executive shall be entitled to\nreasonable vacations consistent with the Corporation's past practice.\n\n                           (e) Restricted Stock. The Executive shall be granted\na number of restricted shares of the Corporation's Class A Common Stock with a\nfair market value equal to $2 million as of the date hereof, based upon the mean\nbetween the high and low sales price per share for such stock on the date hereof\nas reported on the Composite tape for securities traded on the New York Stock\nExchange (the \"Restricted Shares\"); provided that any fractional share will be\npaid to the Executive in cash. The Restricted Shares will vest with respect to\none fourth (1\/4) of the aggregate number of Restricted Shares so granted on each\nof the second, third, fourth and fifth anniversaries of the date hereof subject\nto the Executive's continued employment through each vesting date, except as\notherwise provided herein.\n\n                           (f) Options. As of the date hereof, the Executive\nwill also be granted options to purchase 250,000 shares of the Corporation's\nClass A Common Stock pursuant to the terms of the Corporation's 1997 Long-Term\nStock Incentive Plan. The Executive will also be granted with effect from the\nJune 2000 grant additional options to purchase 100,000 shares. The Executive\nshall thereafter be eligible to receive grants of additional options, the\ndetermination whether to make such grants, individually and\/or as a group, and\nthe amount thereof being in the sole discretion of the Compensation Committee.\nOptions granted to the Executive pursuant to the foregoing (hereinafter, the\n\"Options\") will vest and become exercisable ratably over three (3) years on each\nof the first three anniversaries of the date of grant, subject to the\nExecutive's continued employment through each vesting date, and will have an\nexercise price equal to the fair market value per share as of the date of grant\nbased upon the mean between the high and low sales price per share for such\nstock on the date of grant as reported on the Composite tape for securities\ntraded on the New York Stock Exchange.\n\n                  5.       Termination.\n\n                           (a) Termination by Corporation. The Executive's\nemployment hereunder may be terminated at any time with or without Cause.\n\n                           (b) Termination by the Executive. The Executive may\n\n\n                                       3\n   4\nterminate his employment hereunder with or without Good Reason. For purposes of\nthis Agreement, \"Good Reason\" shall mean (A) a material diminution in or adverse\nalteration to the Executive's title or duties as set forth in Section 3 herein,\n(B) a reduction in the Executive's Salary or Annual Incentive Bonus or\nAdditional Bonus opportunities from those provided herein or the Corporation's\nelecting to eliminate the EIP without substituting therefor a plan which\nprovides for a reasonably comparable Annual Incentive Bonus opportunity or the\nExecutive's ceasing to be entitled to the payment of an Annual Incentive Bonus\nas a result of the failure of the Corporation's shareholders to approve a plan\nor arrangement evidencing such Annual Incentive Bonus in a manner that complies\nwith the requirements of section 162(m) of the Code, (C) the relocation of the\nExecutive's principal office outside of the area which comprises a fifty (50)\nmile radius from New York City or (D) a failure of the Corporation to comply\nwith any material provision of this Agreement; provided that the events\ndescribed in clauses (A), (B), (C) and (D) above shall not constitute Good\nReason unless and until such diminution, change, reduction or failure (as\napplicable) has not been cured within thirty (30) days after notice of such\nnoncompliance has been given by the Executive to the Corporation.\n\n                           (c) Any termination of the Executive's employment by\nthe Corporation or by the Executive (other than termination pursuant to Section\n6(d)(i) hereof) shall be communicated by written Notice of Termination to the\nother party hereto in accordance with Section 10 hereof. A \"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                  6. Compensation Upon Termination. The provisions of this\nSection 6 shall exclusively govern the Executive's rights upon termination of\nemployment with the Corporation and its affiliates. Upon termination of the\nExecutive's employment for any reason, the Executive agrees to resign, as of the\ndate of such termination of employment, from the Board and any committees of the\nCorporation or its affiliates on which he serves.\n\n                           (a) If the Corporation shall terminate the\nExecutive's employment for any reason other than an Enumerated Reason as set\nforth in Section 6(d) hereof and other than due to the Corporation's election\nnot to extend the Term of this Agreement by delivery of a NonExtension Notice as\ncontemplated by Section 2, or if the Executive resigns for Good Reason pursuant\nto Section 5(b) hereof, subject to the provisions of Section 8 hereof, the\nExecutive shall be entitled to the following:\n\n                                    (i) an amount equal to the sum of (I) two\n         (2) times the Executive's Salary at the rate in effect on such date\n         (unless employment is terminated by the Executive for Good Reason\n         pursuant to Section 5(b) hereof as a result of a Salary reduction, in\n         which case, at the rate in effect prior to such reduction), plus (II)\n         two (2) times the amount of the Target Annual Incentive Bonus described\n         herein; plus (III) a pro rata Annual Incentive Bonus for the year of\n         termination (equal to the Target Annual Incentive Bonus times the\n         percentage of the calendar year in which such termination occurs that\n         shall have elapsed through the date of termination (a \"Pro Rata Annual\n         Incentive Bonus\"));\n\n\n                                       4\n   5\n                           Any amounts paid pursuant to this subsection (i)\nshall be paid in equal monthly installments from the\ndate of termination for a period of two (2) years (such period hereinafter\nreferred to as the \"Severance Period\"), except that the Pro Rata Annual\nIncentive Bonus shall be paid in a lump sum in cash within thirty (30) days\nfollowing the date of the Executive's termination of employment.\n\n                                    (ii) Executive shall be entitled to exercise\n         any vested Options during the remaining Term (determined without regard\n         to any earlier termination or further extensions hereunder) or during\n         the one-year period commencing on the date of such termination,\n         whichever period is longer.\n\n                                    (iii) If such termination occurs before any\n         of the Restricted Shares shall have vested, the Executive shall vest in\n         twenty-five percent (25%) of the Restricted Shares.\n\n                                    (iv) Continued participation in the\n         Corporation's health benefit plans during the Severance Period;\n         provided that if the Executive is provided with coverage by a successor\n         employer, any such coverage by the Corporation shall cease;\n\n                                    (v) Continued payment of Executive's\n         automobile allowance until expiration of the Severance Period or until\n         Executive secures new employment, whichever first occurs;\n\n                                    (vi) If a Change of Control shall have\n         occurred prior to the date of termination, subject to Section 6(h)\n         below, the Executive shall (A) be entitled at his option, exercisable\n         in writing within fifteen days of the date of termination, to receive\n         the equivalent of the Salary and Annual Incentive Bonus payments\n         pursuant to subsection (i) above in two equal lump sum installments,\n         the first payable within 30 days of the date of termination and the\n         second on the first anniversary of the date of termination; and (B)\n         immediately be 100% vested in all Options and Restricted Shares awarded\n         to the Executive whether pursuant to this Agreement or other agreement\n         and such Options shall be exercisable during the remaining Term\n         (determined without regard to any earlier termination or further\n         extensions hereunder) or during the one-year period commencing on the\n         date of such Change of Control, whichever period is longer. As used\n         herein, the term \"Change of Control\" shall mean Ralph Lauren or members\n         of his family (or trusts or entities created for their benefit) no\n         longer control 50% or more of the voting power of the then outstanding\n         securities of the Corporation entitled to vote for the election of the\n         Corporation's directors; and\n\n                                    (vii) Except as provided in this Section\n         6(a), the Corporation will have no further obligations to the Executive\n         under this Agreement following the Executive's termination of\n         employment under the circumstances described in this Section 6(a). The\n         Corporation anticipates that health benefits made available pursuant to\n         clause (iv) above will be provided in accordance with applicable COBRA\n         provisions. The Corporation shall waive or pay for any COBRA premiums\n         otherwise payable by the\n\n\n                                       5\n   6\n         Executive. In the event COBRA coverage expires, the Corporation shall\n         in lieu of such coverage either provide alternative coverage or\n         reimburse the Executive for the actual costs incurred by the Executive\n         for alternative coverage, for the remaining portion of the Severance\n         Period during which the Executive would otherwise be entitled to\n         continued health benefits.\n\n                                    (b) If the Executive's employment is\nterminated by his death or by the Corporation due to the Executive's Disability\n(as defined below), the Corporation shall pay any amounts due to the Executive\nthrough the date of his death or the date of his termination due to Disability,\nincluding a Pro Rata Annual Incentive Bonus for the year of termination. Except\nas provided in this Section 6(b), the Corporation will have no further\nobligations to the Executive under this Agreement following the Executive's\ntermination of employment under the circumstances described in this Section\n6(b).\n\n                                    (c) If the Executive's employment shall be\nterminated by the Corporation pursuant to Section 6(d)(iii) for Cause or by the\nExecutive for other than (x) Good Reason or (y) the occurrence of a \"Succession\nEvent\" (as defined in Section 6(f) below), the Corporation shall pay the\nExecutive his full Salary through the date of termination at the rate in effect\nprior to such termination and except as provided in this Section 6(c), the\nCorporation will have no further obligations to the Executive under this\nAgreement following the Executive's termination of employment under the\ncircumstances described in this Section 6(c).\n\n                                    (d) The term \"Enumerated Reason\" with\nrespect to termination by the Corporation of the Executive's employment shall\nmean any one of the following reasons:\n\n                                        (i) Death. The Executive's employment\n         hereunder shall terminate upon his death.\n\n                                        (ii) Disability. If, as a result of the\n         Executive's incapacity due to physical or mental illness, the Executive\n         shall have been absent from his duties hereunder on a full-time basis\n         for the entire period of six consecutive months, and within thirty (30)\n         days after written Notice of Termination is given (which Notice of\n         Termination may be given before or after the end of such six month\n         period; provided that the termination would not be effective until the\n         end of such six month period) shall not have returned to the\n         performance of his duties hereunder on a full-time basis (a\n         \"Disability\"), the Corporation may terminate the Executive's employment\n         hereunder.\n\n                                        (iii) Cause. The Corporation shall have\n         \"Cause\" to terminate the Executive's employment hereunder upon (1) the\n         willful and continued failure by the Executive to substantially perform\n         his duties hereunder after demand for substantial performance is\n         delivered to him by the Corporation that specifically identifies the\n         manner in which the Corporation believes the Executive has not\n         substantially performed his duties, or (2) Executive's conviction of,\n         or plea of nolo contendere to, a crime (whether or not involving the\n         Corporation) constituting any felony or (3) the willful engaging by the\n         Executive in gross misconduct relating to the Executive's\n\n\n                                       6\n   7\n         employment that is materially injurious to the Corporation, monetarily\n         or otherwise (including, but not limited to, conduct that constitutes\n         competitive activity, in violation of Section 8) or which subjects, or\n         if generally known would subject, the Corporation to public ridicule.\n         For purposes of this paragraph, no act, or failure to act, on the\n         Executive's part shall be considered \"willful\" unless done, or omitted\n         to be done, by him not in good faith and without reasonable belief that\n         his action or omission was in the best interest of the Corporation.\n         Notwithstanding the foregoing, the Executive's employment may be\n         terminated for Cause only by act of the Board of Directors of the\n         Corporation and, in any event, the Executive's employment shall not be\n         deemed to have been terminated for Cause without (x) reasonable written\n         notice to the Executive setting forth the reasons for the Corporation's\n         intention to terminate for Cause, (y) the opportunity to cure (if\n         curable) within 30 days of such written notice of the event(s) giving\n         rise to such notice, and (z) an opportunity for the Executive, together\n         with his counsel, to be heard by the Board of Directors of the\n         Corporation.\n\n                                    (e) If the Executive's employment with the\nCorporation shall terminate due to either the Corporation's or Executive's\nelection not to extend the Term of this Agreement by delivery of a NonExtension\nNotice as contemplated by Section 2, then Executive shall be entitled to receive\nhis full Salary through the date of termination plus the Annual Incentive Bonus,\nif any, that Executive would have been entitled to receive had he remained in\nthe Corporation's employment through the end of its fiscal year, prorated to the\ndate of termination. Such prorated Annual Incentive Bonus shall be payable at\nthe same time as the Corporation pays annual bonuses to other executives under\nthe EIP. In addition, if the Corporation was the party that so elected not to\nextend the Term of this Agreement as described above, then the Executive shall\nalso be entitled to receive an amount, payable in equal monthly installments\nover a one year period, equal to the sum of (x) one times his Salary, plus (y)\none times the Target Annual Incentive Bonus. Except as provided in this Section\n6(e), the Corporation shall have no further obligations to the Executive under\nthis Agreement following the Executive's termination of employment under the\ncircumstances described in this Section 6(e).\n\n                                    (f) If the Executive's employment with the\nCorporation shall terminate due to Executive's resignation within 30 days\nfollowing a Succession Event, then the Executive shall receive an amount equal\nto the sum of (x) one (1) times the Executive's Salary and (ii) one (1) times\nthe Target Annual Incentive Bonus. Such amount shall be paid in two equal\npayments, one on the date of such termination and the second on the first\nanniversary of the date of termination. For purposes of this Agreement,\n\"Succession Event\" shall mean the appointment of a person other than Ralph\nLauren, Lance Isham or the Executive to the position of chief executive officer\nof the Corporation. Except as provided in this Section 6(f), the Corporation\nwill have no further obligations to the Executive under this Agreement following\nthe Executive's resignation under the circumstances described in this Section\n6(f).\n\n                                    (g) As a condition precedent to receipt of\nthe payments provided for Sections 6(a), 6(e) and 6(f), Executive shall be\nrequired to execute a general release in favor of the Corporation, excluding\nonly the payments remaining to be made pursuant to such Sections.\n\n\n                                       7\n   8\n                                    (h) Notwithstanding the foregoing, (A) in\nthe event the Corporation (or its successor) and the Executive both determine,\nbased upon the advice of the independent public accountants for the Corporation,\nthat part or all of the consideration, compensation or benefits to be paid to\nthe Executive under this Agreement constitute \"parachute payments\" under Section\n280G(b)(2) of the Internal Revenue Code of 1986, as amended, then, if the\naggregate present value of such parachute payments, singularly or together with\nthe aggregate present value of any consideration, compensation or benefits to be\npaid to the Executive under any other plan, arrangement or agreement which\nconstitute \"parachute payments\" (collectively, the \"Parachute Amount\") exceeds\n2.99 times the Executive's \"base amount\", as defined in Section 280G(b)(3) of\nthe Code (the \"Executive Base Amount\"), the amounts constituting \"parachute\npayments\" which would otherwise be payable to or for the benefit of the\nExecutive shall be reduced to the extent necessary so that the Parachute Amount\nis equal to 2.99 times the Executive Base Amount (the \"Reduced Amount\");\nprovided that such amounts shall not be so reduced if the Executive determines,\nbased upon the advice of an independent nationally recognized public accounting\nfirm (which may, but need not be the independent public accountants of the\nCorporation), that without such reduction the Executive would be entitled to\nreceive and retain, on a net after tax basis (including, without limitation, any\nexcise taxes payable under Section 4999 of the Code), an amount which is greater\nthan the amount, on a net after tax basis, that the Executive would be entitled\nto retain upon his receipt of the Reduced Amount.\n\n                                        (B) If the determination made pursuant\nto clause (A) above results in a reduction of the payments that would otherwise\nbe paid to the Executive except for the application of this Section 6(h), then\nthe Executive may then elect, in his sole discretion, which and how much of any\nparticular entitlement shall be eliminated or reduced and shall advise the\nCorporation in writing of his election within ten days of the determination of\nthe reduction in payments. If no such election is made by the Executive within\nsuch ten-day period, the Corporation may elect which and how much of any\nentitlement shall be eliminated or reduced and shall notify the Executive\npromptly of such election. Within ten days following such determination and the\nelections hereunder, the Corporation shall pay or distribute to or for the\nbenefit of the Executive such amounts as are then due to the Executive under\nthis Agreement and shall promptly pay or distribute to or for the benefit of the\nExecutive in the future such amounts as become due to the Executive under this\nAgreement.\n\n                                        (C) As a result of the uncertainty in\nthe application of Section 280G of the Code at the time of a determination\nhereunder, it is possible that payments will be made by the Corporation which\nshould not have been made under clause (A) of this Section 6(h) (\"Overpayment\")\nor that additional payments which are not made by the Corporation pursuant to\nclause (A) of this Section 6(h) should have been made (\"Underpayment\"). In the\nevent that there is a final determination by the Internal Revenue Service, a\nfinal determination by a court of competent jurisdiction or a change in the\nprovisions of the Code or regulations pursuant to which an Overpayment arises,\nany such Overpayment shall be treated for all purposes as a loan to the\nExecutive which the Executive shall repay to the Corporation together with\ninterest at the applicable Federal rate provided for in Section 7872(f)(2) of\nthe Code. In the event that there is a final determination by the\n\n\n                                       8\n   9\nInternal Revenue Service, a final determination by a court of competent\njurisdiction or a change in the provisions of the Code or regulations pursuant\nto which an Underpayment arises under this Agreement, any such Underpayment\nshall be promptly paid by the Corporation to or for the benefit of the\nExecutive, together with interest at the applicable Federal rate provided for in\nSection 7872(f)(2) of the Code.\n\n                  7. Mitigation. The Executive shall have no duty to mitigate\nthe payments provided for in Section 6 by seeking other employment or otherwise\nand such payment shall not be subject to reduction for any compensation received\nby the Executive from employment in any capacity following the termination of\nthe Executive's employment with the Corporation.\n\n                  8. Noncompetition.\n\n                     (a) The Executive agrees that for the duration of his\nemployment and for a period two (2) years from the date of termination thereof\nand during any Severance Period, he will not, on his own behalf or on behalf of\nany other person or entity, hire, solicit, or encourage to leave the employ of\nthe Corporation or its subsidiaries, affiliates or licensees any person who is\nan employee of any of such companies.\n\n                     (b) The Executive agrees that for the duration of his\nemployment and for a period of two (2) years from the date of termination\nthereof and during any Severance Period, the Executive will take no action which\nis intended, or would reasonably be expected, to harm (e.g. making public\nderogatory statements or misusing confidential Corporation information, it being\nacknowledged that the Executive's employment with a competitor in and of itself\nshall not be deemed to be harmful to the Corporation for purposes of this\nSection 8(b)) the Corporation or any of its subsidiaries, affiliates or\nlicensees or their reputation.\n\n                     (c) The Executive agrees that during the duration of his\nemployment and for twelve (12) months from the date of any termination of\nemployment, the Executive shall not, directly or indirectly, (A) engage in any\n\"Competitive Business\" (as defined below) for his own account, (B) enter into\nthe employ of, or render any services to, any person engaged in a Competitive\nBusiness, or (C) become interested in any entity engaged in a Competitive\nBusiness, directly or indirectly as an individual, partner, shareholder,\nofficer, director, principal, agent, employee, trustee, consultant, or in any\nother relationship or capacity; provided that the Executive may own, solely as\nan investment, securities of any entity which are traded on a national\nsecurities exchange if the Executive is not a controlling person of, or a member\nof a group that controls such entity and does not, directly or indirectly, own\n2% or more of any class of securities of such entity.\n\n                  For purposes of this Agreement the term \"Competitive Business\"\nshall mean a business which competes in any material respects with the\nCorporation or its subsidiaries, affiliates or licensees, and shall include,\nwithout limitation, those brands and companies that the Corporation and the\nExecutive have jointly designated in writing on the date hereof as being in\ncompetition with the Corporation as of the date hereof. The term Competitive\nBusiness is not intended to include the business of a competitor of a licensee\nwhose business does not involve or compete with the licensed businesses of the\nCorporation or its subsidiaries and affiliates.\n\n\n                                       9\n   10\n                     (d) The Executive will not at any time (whether during or\nafter his employment with the Corporation) disclose or use for his own benefit\nor purposes or the benefit or purposes of any other person, entity or\nenterprise, other than the Corporation or any of its subsidiaries or affiliates,\nany trade secrets, information, data, or other confidential information relating\nto customers, development programs, costs, marketing, trading, investment, sales\nactivities, promotion, credit and financial data, manufacturing processes,\nfinancing methods, plans or the business and affairs of the Corporation\ngenerally, or any subsidiary, affiliate or licensee of the Corporation; provided\nthat the foregoing shall not apply to information which is not unique to the\nCorporation or which is generally known to the industry or the public other than\nas a result of the Executive's breach of this covenant. The Executive agrees\nthat upon termination of his employment with the Corporation for any reason, he\nwill return to the Corporation immediately all memoranda, books, papers, plans,\ninformation, letters and other data, and all copies thereof or therefrom, in any\nway relating to the business of the Corporation or its subsidiaries or\naffiliates or licensees.\n\n                     (e) If the Executive breaches, or threatens to commit a\nbreach of, any of the provisions of this Section 8 (the \"Restrictive\nCovenants\"), the Corporation shall have the following rights and remedies, each\nof which rights and remedies shall be independent of the other and severally\nenforceable, and all of which rights and remedies shall be in addition to, and\nnot in lieu of, any other rights and remedies available to the Corporation under\nlaw or equity:\n\n                         (i) The right and remedy to have the Restrictive\n         Covenants specifically enforced by any court having equity\n         jurisdiction, it being acknowledged and agreed that any such breach or\n         threatened breach of such Restrictive Covenants will cause irreparable\n         injury to the Corporation and that money damages will not provide an\n         adequate remedy to the Corporation; and\n\n                         (ii) The right to discontinue the payment of any\n         amounts owing to the Executive under the Agreement; provided that the\n         Corporation shall have secured a reasoned opinion of counsel that the\n         Executive's activities constitute a material breach of the Restrictive\n         Covenants and which shall have been provided to the Executive, the\n         delivery of which shall not be deemed to be a waiver of any applicable\n         privilege. To the extent Executive, by notice hereunder, disputes the\n         discontinuance of any payments hereunder, such payments shall be\n         segregated and deposited in an interest bearing account at a major\n         financial center bank in New York City pending resolution of the\n         dispute.\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\n                                       10\n   11\n                  9.       Successors; Binding Agreement.\n\n                           (a) The Corporation will require any successor\n(whether direct or indirect, by purchase, merger, consolidation or otherwise) to\nall or substantially all of the business and\/or assets of the Corporation to\nexpressly assume and agree to perform this Agreement in the same manner and to\nthe same extent that the Corporation would be required to perform it if no such\nsuccession had taken place. As used in this Agreement, \"Corporation\" shall mean\nthe Corporation as hereinbefore defined and any successor to its business and\/or\nassets as aforesaid which executes and delivers the agreement provided for in\nthis Section 9 or which otherwise becomes bound by all the terms and provisions\nof this Agreement by operation of law.\n\n                           (b) This Agreement and all rights of the Executive\nhereunder shall inure to the benefit of and be enforceable by the Executive's\npersonal or legal representatives, executors, administrators, successors, heirs,\ndistributees, devisees and legatees. If the Executive should die while any\namounts are payable to him hereunder all such amounts unless otherwise provided\nherein, shall be paid in accordance with the terms of this Agreement to the\nExecutive's devisee, legatee, or other designee or, if there be no such\ndesignee, to the Executive's estate.\n\n                  10. Notice. For the purposes of this Agreement, notices,\ndemands and all other communications provided for in this Agreement shall be in\nwriting and shall be deemed to have been duly given when personally delivered\nwith receipt acknowledged or five business days after having been mailed by\nUnited States certified or registered mail, return receipt requested, postage\nprepaid, addressed as follows:\n\n                  If to the Executive:\n\n                  Roger Farah\n                  35 Beverly Road\n                  Purchase, New York  10577\n\n                  with a copy to:\n\n                  John M. Callagy, Esq.\n                  Kelley Drye &amp; Warren LLP\n                  101 Park Avenue\n                  New York, N.Y. 10178\n\n                  If to the Corporation:\n\n                  Polo Ralph Lauren Corporation\n                  650 Madison Avenue\n                  New York, New York  10022\n                  Attention:  General Counsel\n\nor to such other address as any party may have furnished to the other in writing\nin accordance herewith, except that notices of change of address shall be\neffective only\n\n\n                                       11\n   12\nupon receipt.\n\n                  11. Miscellaneous. No provisions of this Agreement may be\nmodified, waived or discharged unless such waiver, modification or discharge is\nagreed to in writing signed by the Executive and such officer of the Corporation\nas may be specifically designated by the Board. No waiver by either party hereto\nat any time of any breach by the other party hereto of, or compliance with, any\ncondition or provision of this Agreement to be performed by such other party\nshall be deemed a waiver of similar or dissimilar provisions or conditions at\nthe same or at any prior or subsequent time. The validity, interpretation,\nconstruction and performance of this Agreement shall be governed by the laws of\nthe State of New York without regard to its conflicts of law principles.\n\n                  12. Validity. The invalidity or unenforceability of any\nprovision or provisions of this Agreement shall not affect the validity or\nenforceability of any other provision of this Agreement, which shall remain in\nfull force and effect.\n\n                  13. Counterparts. This Agreement may be executed in one or\nmore counterparts, each of which shall be deemed to be an original but all of\nwhich together will constitute one and the same instrument.\n\n                  14. Arbitration. Any dispute or controversy arising under or\nin connection with this Agreement and its enforcement shall be settled\nexclusively by arbitration in the City of New York before a single arbitrator\nwho shall be a retired federal judge having sat in the United States District\nCourt for the Southern District of New York in accordance with the then\nobtaining National Rules for the Resolution of Employment Disputes or, if such\nrules are no longer in effect the then obtaining employment rules of the\nAmerican Arbitration Association. The arbitrator shall be required to permit\nreasonable discovery, including document production, deposition, contention\ninterrogatories, damages interrogatories, and requests to admit. Judgment may be\nentered on the arbitrator's award in any New York court; provided, however, that\nthe Corporation shall be entitled to seek a restraining order or injunction in\narbitration or in any court of competent jurisdiction to prevent any\ncontinuation of any violation of the provisions of Section 8 of this Agreement\nand the Executive hereby consents that such restraining order or injunction be\ngranted without the necessity of the Corporation's posting any bond; and\nprovided, further that, notwithstanding Section 8(e)(ii), the Executive shall be\nentitled to seek specific performance in arbitration or in any court of\ncompetent jurisdiction of his right to be paid during the pendency of any\ndispute or controversy arising under or in connection with this Agreement. Fees\nand expenses payable to the American Arbitration Association and the arbitrator\nshall be shared equally by the Corporation and by the Executive, but the parties\nshall otherwise bear their own costs in connection with the arbitration;\nprovided that the arbitrator must determine who is the prevailing party and\ninclude as part of the award to the prevailing party the reasonable legal fees\nand expenses incurred by such party.\n\n                  15. Withholding. The Corporation may withhold from any amounts\npayable under this Agreement such federal, state and local taxes as may be\nrequired to be withheld pursuant to applicable law or regulation.\n\n                  16. Entire Agreement. This Agreement sets forth the entire\n\n\n                                       12\n   13\nagreement of the parties hereto in respect of the subject matter contained\nherein and supersedes all prior agreements, promises, covenants, arrangements,\ncommunications, representations or warranties, whether oral or written, by any\nofficer, employee or representative of any party hereto; and any prior agreement\nof the parties hereto in respect of the subject matter contained herein is\nhereby terminated and cancelled.\n\n                  17. Executive Representation. The Executive hereby represents\nto the Corporation that the execution and delivery of this Agreement by the\nExecutive and the Corporation and the performance by the Executive of his duties\nhereunder shall not constitute a breach of, or otherwise contravene, the terms\nof any employment agreement or other agreement or policy to which Executive is a\nparty or otherwise bound.\n\n\n\n                                       13\n   14\n                  IN WITNESS WHEREOF, the Corporation has caused this Agreement\nto be duly executed and the Executive has hereunto set his hand, effective as of\nthe first day written above.\n\n\n                                            POLO RALPH LAUREN CORPORATION\n\n\n                                            By:      \/s\/ Ralph Lauren\n                                                     ---------------------------\n                                                     Name:    Ralph Lauren\n                                                     Title:   Chairman and CEO\n\n                                            Date:    April 12, 2000\n\n\n\n                                            \/s\/ Roger N. Farah\n                                            ---------------------------\n                                            Executive:  ROGER N. FARAH\n\n                                            Date:    April 12, 2000\n\n\n\n                                       14\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-39467","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\/39467","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=39467"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39467"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39467"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39467"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}