{"id":39468,"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-farah2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-polo-ralph-lauren-corp-and-roger-n-farah2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-polo-ralph-lauren-corp-and-roger-n-farah2.html","title":{"rendered":"Employment Agreement &#8211; Polo Ralph Lauren Corp. and Roger N. Farah"},"content":{"rendered":"<pre>                                                                               1\n\n                              AMENDED AND RESTATED\n                              EMPLOYMENT AGREEMENT\n\n         AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the \"Agreement\") made\neffective as of the 23rd day of July 2002, by and between Polo Ralph Lauren\nCorporation, a Delaware corporation (the \"Corporation\"), and Roger N. Farah (the\n\"Executive\").\n\n         WHEREAS, the Executive has served as President and Chief Operating\nOfficer of the Corporation since April 12th, 2000, pursuant to an Employment\nAgreement of that date (the \"2000 Employment Agreement\"); and\n\n         WHEREAS, the Corporation and the Executive wish to amend and restate\nsuch 2000 Employment Agreement effective as of the date hereof;\n\n         NOW, THEREFORE, intending to be bound the parties hereby agree as\nfollows with effect from the date first above written.\n\n         1.       Employment\/Prior Agreement. The Corporation hereby agrees to\nemploy the Executive, and the Executive hereby agrees to serve the Corporation,\non the terms and conditions set forth herein. From and after the date hereof,\nthe terms of this Agreement shall supersede in all respects the terms of any\nprior arrangement or agreement, if any, dealing with the matters herein.\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 Agreement shall\ncontinue until the close of business of December 31, 2007, subject to earlier\ntermination in accordance with the terms of this Agreement (the \"Term\"). The\nTerm shall be automatically extended for successive one year periods thereafter\nunless either party notifies the other in writing of its intention not to so\nextend the Term at least 180 days prior to the commencement of the next\nscheduled one-year extension (a \"NonExtension Notice\").\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 Board of Directors of the\nCorporation (the \"Board\"), and shall have responsibilities and duties for the\noversight of the Corporation's retail operations and corporate finance\nadministration, corporate acquisitions and human resources, and such other\nresponsibilities and duties, that are not inconsistent with the usual duties of\na president and chief operating officer of an enterprise such as the\nCorporation, as may be assigned to Executive from time to time. The Executive\nshall devote all of Executive's working time and efforts to the business and\naffairs of the Corporation; provided, however, that the Executive may serve on\nsuch boards of directors as he may be asked to serve on from time to time, with\nthe Corporation's approval. It is further understood and agreed that nothing\nherein shall prevent the Executive from managing his personal investments so\nlong as such activities do not interfere in more than\n\n                                                                               2\n\nan insignificant manner with the Executive's performance of his duties hereunder\nand do not conflict with the provisions of Section 8.\n\n         4.       Compensation and Related Matters.\n\n                  (a)      Salary and Incentive Bonus\n\n                           (i)      Salary. During the Term, Executive's annual\nsalary 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 participate\nin the Corporation's Executive Incentive Plan (the \"EIP\"), and any substitute\ntherefor, and be eligible to earn an annual cash bonus for each fiscal year\nduring the term of this Agreement (the \"Annual Incentive Bonus\"). During the\nTerm with respect to each fiscal year commencing with the Company's 2003 fiscal\nyear (i.e., commencing April 1, 2002), Executive's Annual Incentive Bonus\nopportunity shall range, subject to achieving pre-established performance goals,\nfrom 100% of Executive's Salary upon obtaining threshold performance targets\nestablished by the Compensation Committee (the \"Compensation Committee\") of the\nBoard (e.g., the EIP bonus schedule threshold) to a maximum of 300% of\nExecutive's Salary upon obtaining maximum performance targets established by the\nCompensation Committee (e.g., the EIP bonus schedule maximum) based upon the\nextent to which corporate or other performance goals established by the\nCompensation Committee are achieved. At target performance (e.g., the EIP bonus\nschedule target), Executive's Annual Incentive Bonus shall be 200% of\nExecutive's Salary (the \"Target Annual Incentive Bonus\"). The Annual Incentive\nBonus, if any, payable to the Executive in respect of each fiscal year will be\npaid at the same time that annual bonuses are paid to other executives under the\nEIP. Notwithstanding any provision of this Agreement to the contrary, the\nExecutive'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)    Deferred Compensation. Executive shall\nreceive an aggregate of $250,000 per year for the fiscal years 2003 through 2008\n(the \"Deferred Compensation\") in the form of deferred bonus compensation, which\nshall be credited to a Corporation deferred compensation account in monthly\ninstallments in a manner substantially consistent with the Corporation's\ndeferred compensation agreements with other senior executives, which generally\nprovide for vesting (subject to Executive's continued employment) over five\nyears and accelerated vesting upon termination by the Corporation without Cause,\nby Executive for Good Reason or by reason of Executive's death or Disability.\nThe Deferred Compensation will be payable to Executive, to the extent vested,\nupon the earlier of January 1, 2012 and Executive's termination of employment.\n\n                                                                               3\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 Corporation; provided that such expenses are incurred and\naccounted for in accordance with the policies and procedures established by the\nCorporation.\n\n                  (c)      Other Benefits. During the term of the Executive's\nemployment hereunder, the Executive shall be entitled to participate in or\nreceive benefits under any medical, pension, profit sharing or other employee\nbenefit plan or arrangement generally made available by the Corporation now or\nin the future to its executives and key management employees (or to their family\nmembers), subject to and on a basis consistent with the terms, conditions and\noverall 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 Deferred Compensation, 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.\n\n                           (i)      The Executive was granted a number of\nrestricted shares of the Corporation's Class A Common Stock with a fair market\nvalue equal to $2 million as of April 12, 2000, based upon the mean between the\nhigh and low sales price per share for such stock on such date as reported on\nthe Composite tape for securities traded on the New York Stock Exchange (the\n\"Initial Restricted Shares\"); provided that any fractional share was paid to the\nExecutive in cash. The Initial Restricted Shares (to the extent not previously\nvested) will continue to vest with respect to one fourth (1\/4) of the aggregate\nnumber of Initial Restricted Shares so granted on each of the second, third,\nfourth and fifth anniversaries of the date of grant subject to the Executive's\ncontinued employment through each vesting date, except as otherwise provided\nherein.\n\n                           (ii)     As soon as practicable after the date hereof\nand subject to the approval of the Compensation Committee, the Executive shall\nbe granted 300,000 restricted shares of the Corporation's Class A Common Stock\n(the \"Additional Restricted Shares\", collectively with the Initial Restricted\nShares, the \"Restricted Shares\"). The Additional Restricted Shares will vest\nwith respect to one fifth (1\/5) of the aggregate number of Additional Restricted\nShares so granted on each of the first five anniversaries of the date of grant\n(each, a \"Restricted Share Vesting Date\") subject to the Executive's continued\nemployment through each such Restricted Share Vesting Date, except as otherwise\nprovided herein.\n\n                                                                               4\n\n                  (f)      Options.\n\n                           (i)      As of April 12, 2000, the Executive was\ngranted options to purchase 250,000 shares of the Corporation's Class A Common\nStock pursuant to the terms of the Corporation's 1997 Long-Term Stock Incentive\nPlan. The Executive was also granted with effect from each of June 2000, June\n2001, and June 2002 additional options to purchase 100,000 shares. Options\ngranted to the Executive pursuant to the foregoing (hereinafter, the \"Initial\nOptions\") (to the extent not previously vested) will continue to vest and become\nexercisable ratably over three (3) years on each of the first three\nanniversaries of the date of grant, subject to the Executive's continued\nemployment through each vesting date.\n\n                           (ii)     As soon as practicable after the date hereof\nand subject to the approval of the Compensation Committee, the Executive shall\nalso be granted a special grant of options to purchase 400,000 shares of the\nCorporation's Class A Common Stock pursuant to the terms of the Corporation's\n1997 Long-Term Stock Incentive Plan (the \"Special Options\"). The Executive shall\nthereafter 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 preceding two sentences\n(hereinafter collectively, the \"Additional Options\") will vest and become\nexercisable ratably over three (3) years on each of the second, third and fourth\nanniversaries of the date of grant (each, an \"Option Vesting Date\"), subject to\nthe Executive's continued employment through each such Option Vesting Date, and\nwill have an exercise price equal to the fair market value per share as of the\ndate of grant based upon the mean between the high and low sales price per share\nfor such stock on the date of grant as reported on the Composite tape for\nsecurities traded 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\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 opportunity\nor Deferred Compensation 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, (D) a failure of the Corporation to comply with\nany material provision of this Agreement or (E) the Corporation requires\nExecutive to report to other than Ralph Lauren and\/or the Board; provided that\nthe events described in clauses (A), (B), (C), (D)\n\n                                                                               5\n\nand (E) above shall not constitute Good Reason unless and until such diminution,\nchange, reduction, failure or requirement (as applicable) has not been cured\nwithin thirty (30) days after notice of such noncompliance has been given by the\nExecutive to the Corporation.\n\n                  (c)      Any termination of the Executive's employment by the\nCorporation 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 Section\n6 shall exclusively govern the Executive's rights upon termination of employment\nwith the Corporation and its affiliates. Upon termination of the Executive's\nemployment for any reason, the Executive agrees to resign, as of the date of\nsuch 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 Executive's\nemployment for any reason other than an Enumerated Reason as set forth in\nSection 6(d) hereof and other than due to the Corporation's election not to\nextend 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) the\nSeverance Multiplier (as defined below) times the Executive's Salary at the rate\nin effect on such date (unless employment is terminated by the Executive for\nGood Reason pursuant to Section 5(b) hereof as a result of a Salary reduction,\nin which case, at the rate in effect prior to such reduction), plus (II) the\nSeverance Multiplier times the amount of the Target Annual Incentive Bonus\ndescribed herein; plus (III) a pro rata Annual Incentive Bonus for the year of\ntermination (equal to the Target Annual Incentive Bonus times the percentage of\nthe calendar year in which such termination occurs that shall have elapsed\nthrough the date of termination (a \"Pro Rata Annual Incentive Bonus\"));\n\n                  The \"Severance Multiplier\" shall be the greater of (x) the\nnumber of years remaining in the Term (including fractions thereof), up to a\nmaximum of three, as of the Executive's termination of employment pursuant to\nthis Section 6(a) (determined without regard to any future extensions thereof)\nand (y) two. Any amounts paid pursuant to this subsection (i) shall be paid in\nequal monthly installments from the date of termination over the period equal to\nthe number of months in the Severance Multiplier (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                                                                               6\n\n                           (ii)     Executive shall vest in the greater of (x)\nthe percentage of Special Options that otherwise would have vested on the next\nOption Vesting Date and (y) the percentage of Special Options so that, in the\naggregate, he shall be 50% vested in such Special Options. Executive shall be\nentitled to exercise any vested Additional Options during the remaining Term\n(determined without regard to any earlier termination or further extensions\nhereunder) or during the one-year period commencing on the date of such\ntermination, whichever period is longer. Executive shall be entitled to exercise\nany vested Initial Options until the later of April 12, 2005 or the first\nanniversary of the date of such termination.\n\n                           (iii)    Executive shall vest in the greater of (x)\nthe percentage of Additional Restricted Shares that otherwise would have vested\non the next Restricted Share Vesting Date and (y) the percentage of the\nAdditional Restricted Shares so that, in the aggregate, he shall be 50% vested\nin such Additional Restricted Shares.\n\n                           (iv)     Continued participation in the Corporation's\nhealth benefit plans during the Severance Period; provided that if the Executive\nis provided with coverage by a successor employer, any such coverage by the\nCorporation shall cease;\n\n                           (v)      Continued payment of Executive's automobile\nallowance until expiration of the Severance Period or until Executive secures\nnew employment, whichever first occurs;\n\n                           (vi)     If a Change of Control shall have occurred\nprior to the date of termination, subject to Section 6(g) below, the Executive\nshall (A) be entitled at his option, exercisable in writing within fifteen days\nof the date of termination, to receive the equivalent of the Salary and Annual\nIncentive Bonus payments pursuant to subsection (i) above in two equal lump sum\ninstallments, the first payable within 30 days of the date of termination and\nthe second on the first anniversary of the date of termination; and (B)\nimmediately be 100% vested in all Initial Options, Additional Options and\nRestricted Shares awarded to the Executive, and such Initial Options shall be\nexercisable until the later of April 12, 2005 or the first anniversary of the\ndate of such termination, and such Additional Options shall be exercisable\nduring the remaining Term (determined without regard to any earlier termination\nor further extensions hereunder) or during the one-year period commencing on the\ndate of such Change of Control, whichever period is longer. As used herein, the\nterm \"Change of Control\" shall mean Ralph Lauren or members of his family (or\ntrusts or entities created for their benefit) no longer control 50% or more of\nthe voting power of the then outstanding securities of the Corporation entitled\nto vote for the election of the Corporation's directors; and\n\n                           (vii)    Except as provided in this Section 6(a), 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(a). The Corporation anticipates that\nhealth benefits made available pursuant to clause (iv) above will be provided in\naccordance with applicable COBRA provisions. The Corporation shall waive or pay\nfor any COBRA premiums otherwise payable by the Executive. In the event COBRA\ncoverage expires, the Corporation shall in lieu of such coverage either provide\nalternative coverage or\n\n                                                                               7\n\nreimburse the Executive for the actual costs incurred by the Executive for\nalternative coverage, for the remaining portion of the Severance Period during\nwhich the Executive would otherwise be entitled to continued health benefits.\n\n                  (b)      If the Executive's employment is terminated by his\ndeath or by the Corporation due to the Executive's Disability (as defined\nbelow), the Corporation shall pay any amounts due to the Executive through the\ndate of his death or the date of his termination due to Disability, including a\nPro Rata Annual Incentive Bonus for the year of termination. Except as provided\nin this Section 6(b), the Corporation will have no further obligations to the\nExecutive under this Agreement following the Executive's termination of\nemployment under the circumstances described in this Section 6(b).\n\n                  (c)      If the Executive's employment shall be terminated by\nthe Corporation pursuant to Section 6(d)(iii) for Cause or by the Executive for\nother than Good Reason, the Corporation shall pay the Executive his full Salary\nthrough the date of termination at the rate in effect prior to such termination\nand except as provided in this Section 6(c), the Corporation will have no\nfurther obligations to the Executive under this Agreement following the\nExecutive's termination of employment under the circumstances described in this\nSection 6(c).\n\n                  (d)      The term \"Enumerated Reason\" with respect to\ntermination by the Corporation of the Executive's employment shall mean any one\nof the following reasons:\n\n                           (i)      Death. The Executive's employment hereunder\nshall terminate upon his death.\n\n                           (ii)     Disability. If, as a result of the\nExecutive's incapacity due to physical or mental illness, the Executive shall\nhave been absent from his duties hereunder on a full-time basis for the entire\nperiod of six consecutive months, and within thirty (30) days after written\nNotice of Termination is given (which Notice of Termination may be given before\nor after the end of such six month period; provided that the termination would\nnot be effective until the end of such six month period) shall not have returned\nto the performance of his duties hereunder on a full-time basis (a\n\"Disability\"), the Corporation may terminate the Executive's employment\nhereunder.\n\n                           (iii)    Cause. The Corporation shall have \"Cause\" to\nterminate the Executive's employment hereunder upon (1) the willful and\ncontinued failure by the Executive to substantially perform his duties hereunder\nafter demand for substantial performance is delivered to him by the Corporation\nthat specifically identifies the manner in which the Corporation believes the\nExecutive has not substantially performed his duties, (2) Executive's conviction\nof, or plea of nolo contendere to, a crime (whether or not involving the\nCorporation) constituting any felony or (3) the willful engaging by the\nExecutive in gross misconduct relating to the Executive's employment that is\nmaterially injurious to the Corporation, monetarily or otherwise (including, but\nnot limited to, conduct that constitutes competitive activity, in violation of\nSection 8) or which subjects, or if generally known would subject, the\nCorporation to public ridicule. For purposes of this paragraph, no act, or\nfailure to act, on the Executive's part shall be\n\n                                                                               8\n\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 Corporation. Notwithstanding the foregoing, the Executive's\nemployment may be terminated for Cause only by act of the Board of Directors of\nthe Corporation and, in any event, the Executive's employment shall not be\ndeemed to have been terminated for Cause without (x) reasonable written notice\nto the Executive setting forth the reasons for the Corporation's intention to\nterminate for Cause, (y) the opportunity to cure (if curable) within 30 days of\nsuch written notice of the event(s) giving rise to such notice and (z) an\nopportunity for the Executive, together with his counsel, to be heard by the\nBoard of Directors of the Corporation.\n\n                  (e)      If the Executive's employment with the Corporation\nshall terminate due to either the Corporation's or Executive's election not to\nextend the Term of this Agreement by delivery of a NonExtension Notice as\ncontemplated by Section 2, then Executive shall be entitled to receive his full\nSalary through the date of termination plus the Annual Incentive Bonus, if any,\nthat Executive would have been entitled to receive had he remained in the\nCorporation'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)      As a condition precedent to receipt of the payments\nprovided for Sections 6(a) and 6(e), Executive shall be required to execute a\ngeneral release in favor of the Corporation, excluding only the payments\nremaining to be made pursuant to such Sections.\n\n                  (g)      Notwithstanding the foregoing, (A) in the event the\nCorporation (or its successor) and the Executive both determine, based upon the\nadvice of the independent public accountants for the Corporation, that part or\nall of the consideration, compensation or benefits to be paid to the Executive\nunder this Agreement constitute \"parachute payments\" under Section 280G(b)(2) of\nthe Internal Revenue Code of 1986, as amended, then, if the aggregate present\nvalue of such parachute payments, singularly or together with the aggregate\npresent value of any consideration, compensation or benefits to be paid to the\nExecutive under any other plan, arrangement or agreement which constitute\n\"parachute payments\" (collectively, the \"Parachute Amount\") exceeds 2.99 times\nthe Executive's \"base amount\", as defined in Section 280G(b)(3) of the Code (the\n\"Executive Base Amount\"), the amounts constituting \"parachute payments\" which\nwould otherwise be payable to or for the benefit of the Executive shall be\nreduced to the extent necessary so that the Parachute Amount is equal to 2.99\ntimes the Executive Base Amount (the \"Reduced Amount\"); provided that such\namounts shall not be so reduced if the Executive determines, based upon the\nadvice of an independent nationally recognized public accounting firm (which\nmay, but need not be the independent public accountants of the Corporation),\nthat\n\n                                                                               9\n\nwithout such reduction the Executive would be entitled to receive and retain, on\na net after tax basis (including, without limitation, any excise taxes payable\nunder Section 4999 of the Code), an amount which is greater than the amount, on\na net after tax basis, that the Executive would be entitled to retain upon his\nreceipt of the Reduced Amount.\n\n                           (B)      If the determination made pursuant to clause\n(A) above results in a reduction of the payments that would otherwise be paid to\nthe Executive except for the application of this Section 6(g), then the\nExecutive 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 the\napplication 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(g) (\"Overpayment\")\nor that additional payments which are not made by the Corporation pursuant to\nclause (A) of this Section 6(g) 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 Internal\nRevenue Service, a final determination by a court of competent jurisdiction or a\nchange in the provisions of the Code or regulations pursuant to which an\nUnderpayment arises under this Agreement, any such Underpayment shall be\npromptly paid by the Corporation to or for the benefit of the Executive,\ntogether with interest at the applicable Federal rate provided for in Section\n7872(f)(2) of the Code.\n\n         7.       Mitigation. The Executive shall have no duty to mitigate the\npayments provided for in Section 6 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 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\n\n                                                                              10\n\nencourage to leave the employ of the Corporation or its subsidiaries, affiliates\nor licensees any person who is an 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\" shall\nmean a business which competes in any material respects with the Corporation or\nits subsidiaries, affiliates or licensees, and shall include, without\nlimitation, those brands and companies identified on Exhibit A hereto. The term\nCompetitive Business is not intended to include the business of a competitor of\na licensee whose business does not involve or compete with the licensed\nbusinesses of the Corporation or its subsidiaries and affiliates.\n\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                                                                              11\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\nCovenants specifically enforced by any court having equity jurisdiction, it\nbeing acknowledged and agreed that any such breach or threatened breach of such\nRestrictive Covenants will cause irreparable injury to the Corporation and that\nmoney damages will not provide an adequate remedy to the Corporation; and\n\n                           (ii)     The right to discontinue the payment of any\namounts owing to the Executive under the Agreement; provided that the\nCorporation shall have secured a reasoned opinion of counsel that the\nExecutive's activities constitute a material breach of the Restrictive Covenants\nand which shall have been provided to the Executive, the delivery of which shall\nnot be deemed to be a waiver of any applicable privilege. To the extent\nExecutive, by notice hereunder, disputes the discontinuance of any payments\nhereunder, such payments shall be segregated and deposited in an interest\nbearing account at a major financial center bank in New York City pending\nresolution of the 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         9.       Successors; Binding Agreement.\n\n                  (a)      The Corporation 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 Corporation to expressly\nassume and agree to perform this Agreement in the same manner and to the same\nextent 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\n\n                                                                              12\n\nprovided herein, shall be paid in accordance with the terms of this Agreement to\nthe Executive'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, demands\nand all other communications provided for in this Agreement shall be in writing\nand shall be deemed to have been duly given when personally delivered with\nreceipt acknowledged or five business days after having been mailed by United\nStates certified or registered mail, return receipt requested, postage prepaid,\naddressed 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:  Senior Vice President, Human Resources\n\nor to such other address as any party may have furnished to the other in writing\nin accordance herewith, except that notices of change of address shall be\neffective only upon receipt.\n\n         11.      Miscellaneous. No provisions of this Agreement may be\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 provision\nor provisions of this Agreement shall not affect the validity or enforceability\nof any other provision of this Agreement, which shall remain in full force and\neffect.\n\n                                                                              13\n\n         13.      Counterparts. This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed to be an original but all of which\ntogether will constitute one and the same instrument.\n\n         14.      Arbitration. Any dispute or controversy arising under or in\nconnection with this Agreement and its enforcement shall be settled exclusively\nby arbitration in the City of New York before a single arbitrator who shall be a\nretired federal judge having sat in the United States District Court for the\nSouthern District of New York in accordance with the then obtaining National\nRules for the Resolution of Employment Disputes or, if such rules are no longer\nin effect the then obtaining employment rules of the American Arbitration\nAssociation. The arbitrator shall be required to permit reasonable discovery,\nincluding document production, deposition, contention interrogatories, damages\ninterrogatories, and requests to admit. Judgment may be entered on the\narbitrator's award in any New York court; provided, however, that the\nCorporation 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\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 (including, without limitation,\nthe 2000 Employment Agreement), whether oral or written, by any officer,\nemployee or representative of any party hereto, and any prior agreement of the\nparties hereto in respect of the subject matter contained herein is hereby\nterminated and cancelled.\n\n         17.      Executive Representation. The Executive hereby represents to\nthe 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                                                                              14\n\n         IN WITNESS WHEREOF, the Corporation has caused this Agreement to be\nduly executed and the Executive has hereunto set his hand, effective as of the\nfirst day written above.\n\n\n                              POLO RALPH LAUREN CORPORATION\n\n                                      \/s\/ RALPH LAUREN\n                              By:     ________________________________\n                              Name:   Ralph Lauren\n                              Title:  Chairman and CEO\n                                      July 23,2002\n                              Date:   ________________________________\n\n\n                                          \/s\/ ROGER N. FARAH\n                              ______________________________________\n                              Executive:  ROGER N. FARAH\n                                      July 23,2002\n                              Date:   ________________________________\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-39468","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\/39468","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=39468"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39468"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39468"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39468"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}