{"id":39469,"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-victor-cohen.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-polo-ralph-lauren-corp-and-victor-cohen","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-polo-ralph-lauren-corp-and-victor-cohen.html","title":{"rendered":"Employment Agreement &#8211; Polo Ralph Lauren Corp. and Victor Cohen"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n\n                  EMPLOYMENT AGREEMENT (the \"Agreement\") made effective as of\nthe 1st day of April, 2000, by and between Polo Ralph Lauren Corporation, a\nDelaware corporation (the \"Corporation\"), and Victor Cohen (the \"Executive\").\n\n                  WHEREAS, the Executive has been employed by the Corporation as\nits Executive Vice President, General Counsel, Secretary and Chief Legal\nOfficer;\n\n                  WHEREAS, the Corporation would like to continue the Executive\nin such positions, and Executive wishes to remain employed in such positions;\nand\n\n                  WHEREAS, the Corporation and the Executive wish to enter into\nan employment agreement effective as of the date hereof and intend this\nAgreement to supersede all prior agreements between the Corporation and\nExecutive;\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 third 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 the\nCorporation's Executive Vice President, General Counsel, Secretary and Chief\nLegal Officer. The Executive shall report to the Office of the Chairman, and\nshall have such responsibilities and duties as may be assigned to Executive from\ntime to time, which are not inconsistent with Executive's positions. The\nExecutive shall devote substantially all of Executive's working time and efforts\nto the business and affairs 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\n                                        annual\n\n\n                                       1\n   2\nsalary shall be determined prior to the beginning of each year by the\nCompensation Committee of the Corporation; provided that such salary may not be\ndecreased from the level set at any time by the Compensation Committee. Such\nsalary shall be paid in substantially equal installments on a basis consistent\nwith the Corporation's payroll practices. Executive's salary as in effect from\ntime 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 50% of Executive's\nSalary (the \"Target Bonus Opportunity\") at target performance to 100% 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,\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                           (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\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. Nothing paid to the\nExecutive under any plan or arrangement presently in effect or made available in\nthe future shall be deemed to be in lieu of the Salary or Annual Incentive\nBonuses payable to the Executive pursuant 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) Options. Executive shall be entitled to annual\ngrants of stock options to purchase shares of the Corporation's Class A Common\nStock,\n\n\n                                       2\n   3\npursuant to the terms of the Corporation's 1997 Long-Term Stock Incentive Plan,\non the same basis as grants generally are made available to the Corporation's\nexecutives at the level of Group President\/President. The determination whether\nto make such grants, individually and\/or as a group, and the amount thereof\nshall be in the sole discretion of the Compensation Committee. Options granted\nto the Executive pursuant to the foregoing will vest and become exercisable\nratably over three (3) years on each of the first three anniversaries of the\ndate of grant, subject to the Executive's continued employment through each\nvesting date, and will have an exercise price equal to the fair market value per\nshare as of the date of grant.\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 Executive's title, positions or duties as set forth in Section 3\nherein, (B) a reduction in the Executive's Salary or Annual Incentive Bonus\nopportunity or the Corporation's electing to eliminate the EIP without\nsubstituting therefor a plan which provides for a reasonably comparable Annual\nIncentive Bonus opportunity or the Executive's ceasing to be entitled to the\npayment of an Annual Incentive Bonus as a result of the failure of the\nCorporation's shareholders to approve a plan or arrangement evidencing such\nAnnual Incentive Bonus in a manner that complies with the requirements of\nsection 162(m) of the Code, (C) the relocation of Executive's principal office\noutside of the area which comprises a fifty (50) mile radius from New York City\nor (D) a failure of the Corporation to comply with any material provision of\nthis Agreement; provided that the events described in clauses (A), (B), (C) and\n(D) above shall not constitute Good Reason unless and until such diminution,\nchange, reduction or failure (as applicable) has not been cured within thirty\n(30) days after notice of such noncompliance has been given by the Executive to\nthe 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 hereunder upon\ntermination of employment with the Corporation and its affiliates; provided that\nthe nothing in this Agreement shall adversely affect the Executive's rights, if\nany, following such termination of employment under the Corporation's employee\nbenefit plans and policies.\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\n\n\n                                       3\n   4\n6(d) hereof and other than due to the Corporation's election not to extend the\nTerm of this Agreement by delivery of a NonExtension Notice as contemplated by\nSection 2, or if the Executive resigns for Good Reason pursuant to Section 5(b)\nhereof, then so long as the Executive complies with Section 8 hereof the\nExecutive shall be entitled to the following:\n\n                           (i) an amount equal to the greater of:\n\n                                            (A) the sum of (I) two (2) times the\n                  Executive's Salary at the rate in effect on such date (unless\n                  employment is terminated by the Executive for Good Reason\n                  pursuant to Section 5(b) hereof as a result of a Salary\n                  reduction, in which case, at the rate in effect prior to such\n                  reduction), plus (II) one (1) times the \"Average Annual\n                  Incentive Bonus\" (which term shall mean the average of the\n                  Annual Incentive Bonuses paid to the Executive over the\n                  preceding two fiscal years or, if the Executive was not\n                  eligible to earn an Annual Incentive Bonus hereunder during\n                  one or both of the preceding two fiscal years, then based on\n                  the Annual Incentive Bonus paid in the prior fiscal year, if\n                  the Executive was so eligible, or if the Executive was not so\n                  eligible, then based on the Target Bonus Opportunity); plus\n                  (III) a pro rata Average Annual Incentive Bonus for the fiscal\n                  year of termination and based upon the percentage of the\n                  fiscal year in which such termination occurs that shall have\n                  elapsed through the date of termination (a \"Pro Rata Annual\n                  Incentive Bonus\")); and\n\n                                            (B) the sum of (I) three (3) minus\n                  the number of years (including fractions thereof) that shall\n                  have elapsed from the date of this Agreement times the\n                  Executive's Salary at the rate in effect on such date (unless\n                  employment is terminated by the Executive for Good Reason\n                  pursuant to Section 5(b) hereof as a result of a Salary\n                  reduction, in which case, at the rate in effect prior to such\n                  reduction), plus (II) one (1) times the Average Annual\n                  Incentive Bonus; plus (III) a Pro Rata Annual Incentive Bonus\n                  for the year of termination.\n\n                                            Any amounts paid pursuant to either\n                  clause (A) or clause (B) above shall be paid in equal monthly\n                  installments from the date of termination for a period of two\n                  (2) years in the case of clause (A) above and for a period of\n                  up to three (3) years less the number of years (including\n                  fractions thereof) which shall have elapsed from the date of\n                  this Agreement in the case of clause (B) above (such periods,\n                  whichever is applicable, hereinafter referred to as the\n                  \"Severance Period\"), except that the Pro Rata Annual Incentive\n                  Bonus shall be paid in a lump sum in cash within thirty (30)\n                  days following the date of the Executive's termination of\n                  employment.\n\n                                    (ii) Continued participation in the\n                  Corporation's health benefit plans during the Severance\n                  Period; provided that if the Executive is provided with\n                  coverage by a successor employer, any such coverage by the\n                  Corporation shall cease;\n\n                                    (iii) Continued use of the Corporation\n                  automobile or payment of Executive's automobile allowance, as\n                  applicable, until expiration of the Severance Period or until\n                  Executive secures new\n\n\n                                       4\n   5\n                  employment, whichever first occurs;\n\n                                    (iv) Waiver of collateral interest securing\n                  return to the Corporation of premiums paid by the Corporation\n                  for the Executive's existing split dollar life insurance\n                  policy;\n\n                                    (v) If a Change of Control shall have\n                  occurred prior to the date of termination, the Executive shall\n                  be entitled at his option, exercisable in writing within\n                  fifteen days of the date of termination, to receive the\n                  equivalent of the Salary and Annual Incentive Bonus payments\n                  pursuant to subsection (i) above in two equal lump sum\n                  installments, the first payable within 30 days of the date of\n                  termination and the second on the first anniversary of the\n                  date of termination. As used herein, the term \"Change of\n                  Control\" shall mean Ralph Lauren or members of his family (or\n                  trusts or entities created for their benefit) no longer\n                  control 50% or more of the voting power of the then\n                  outstanding securities of the Corporation entitled to vote for\n                  the election of the Corporation's directors; and\n\n                                    (vi) Except as provided in this Section\n                  6(a), the Corporation will have no further obligations to the\n                  Executive under this Agreement following the Executive's\n                  termination of employment under the circumstances described in\n                  this Section 6(a). In addition to the foregoing, the\n                  Corporation will provide to the Executive, at the Executive's\n                  request, reasonable outplacement services consistent with the\n                  Corporation's past practices for other former executives (the\n                  \"Outplacement Benefit\"). The Corporation anticipates that\n                  health benefits made available pursuant to clause (ii) above\n                  will be provided in accordance with applicable COBRA\n                  provisions. The Corporation shall waive or pay for any COBRA\n                  premiums otherwise payable by the Executive. In the event\n                  COBRA coverage expires, Corporation shall in lieu of such\n                  coverage at its option provide alternative coverage or\n                  reimburse the Executive for the actual costs incurred by\n                  Executive for alternative coverage, for the remaining portion\n                  of the Severance Period during which Executive would otherwise\n                  be entitled to continued health benefits.\n\n                           (b) If the Executive's employment is terminated by\nhis death 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\nby the Corporation pursuant to Section 6(d)(iii) for Cause or by the Executive\nfor other than Good Reason, the Corporation shall pay the Executive his full\nSalary through the date of termination at the rate in effect prior to such\ntermination and, except as provided in this Section 6(c), the Corporation shall\nhave no further 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\n                                       5\n   6\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\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\n                  Executive shall have been absent from his duties hereunder on\n                  a full-time basis for the entire period of six consecutive\n                  months, and within thirty (30) days after written Notice of\n                  Termination is given (which Notice of Termination may be given\n                  before or after the end of such six-month period; provided\n                  that the termination would not be effective until the end of\n                  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\n                  employment hereunder.\n\n                                    (iii) Cause. The Corporation shall have\n                  \"Cause\" to terminate the Executive's employment hereunder upon\n                  (1) the willful and continued failure by the Executive to\n                  substantially perform his duties hereunder after demand for\n                  substantial performance is delivered to him by the Corporation\n                  that specifically identifies the manner in which the\n                  Corporation believes the Executive has not substantially\n                  performed his duties, or (2) Executive's conviction of, or\n                  plea of nolo contendere to, a crime (whether or not involving\n                  the Corporation) constituting any felony or (3) the willful\n                  engaging by the Executive in gross misconduct relating to the\n                  Executive's employment that is materially injurious to the\n                  Corporation, monetarily or otherwise (including, but not\n                  limited to, conduct that constitutes competitive activity, in\n                  violation of Section 8) or which subjects, or if generally\n                  known, would subject the Corporation to public ridicule or\n                  embarrassment. For purposes of this paragraph, no act, or\n                  failure to act, on the Executive's part shall be considered\n                  \"willful\" unless done, or omitted to be done, by him not in\n                  good faith and without reasonable belief that his action or\n                  omission was in the best interest of the Corporation.\n                  Notwithstanding the foregoing, the Executive's employment may\n                  be terminated for Cause only by act of the Board of Directors\n                  of the Corporation and, in any event, the Executive's\n                  employment shall not be deemed to have been terminated for\n                  Cause without (x) reasonable written notice to the Executive\n                  setting forth the reasons for the Corporation's intention to\n                  terminate for Cause, (y) the opportunity to cure (if curable)\n                  within 10 days of such written notice of the event(s) giving\n                  rise to such notice, and (z) an opportunity for the Executive,\n                  together with his counsel, to be heard by the Board of\n                  Directors of the Corporation.\n\n                           (e) If the Executive's employment with the\nCorporation shall terminate due to the Corporation's or the Executive's election\nnot to extend the Term of this Agreement by delivery of a NonExtension Notice as\ncontemplated by Section 2, then the Executive shall be entitled to receive his\nfull Salary through the date of termination plus the Annual Incentive Bonus, if\nany, that Executive would have been entitled to receive had he remained in the\nCorporation's employment\n\n\n                                       6\n   7\nthrough the end of its fiscal year, prorated to the date of termination. Such\nprorated Annual Incentive Bonus shall be payable at the same time as the\nCorporation pays annual bonuses to other executives under the EIP. In addition,\nif the Corporation was the party that so elected not to extend the Term of this\nAgreement as described above, then the Executive shall be entitled to receive\nthe Outplacement Benefit and an amount, payable in equal monthly installments\nover a one-year period, equal to the sum of (x) his Salary, plus (y) one (1)\ntimes the Average 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\npayments provided for Sections 6(a) and 6(e), Executive shall be required to\nexecute a general release in favor of the Corporation, excluding only the\npayments remaining to be made pursuant to such Sections.\n\n                           (g) Notwithstanding the foregoing, (A) in the event\nthe Corporation (or its successor) and the Executive both determine, based upon\nthe advice of the independent public accountants for the Corporation, that part\nor all of the consideration, compensation or benefits to be paid to the\nExecutive 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 to\nclause (A) above results in a reduction of the payments that would otherwise be\npaid to the 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\n\n\n                                       7\n   8\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\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\nhis employment and;\n\n                                    (i) in the event of the Executive's\n                  termination of employment due to the Executive's resignation\n                  without Good Reason, until the later of (x) three (3) years\n                  from the date of this Agreement and (y) twelve\n\n\n                                       8\n   9\n                  (12) months from the date of such termination of employment;\n                  and\n\n                                    (ii) in the event of the Executive's\n                  termination of employment by the Corporation without Cause or\n                  the Executive's resignation for Good Reason pursuant to\n                  Section 5(b), for twelve (12) months from the date of such\n                  termination of employment; and\n\n                                    (iii) in the event of the Executive's\n                  termination of employment by the Corporation for Cause, at the\n                  election of the Corporation in consideration for the payment\n                  to the Executive of an amount equal to one twelfth (1\/12) the\n                  Executive's Salary and Annual Incentive Bonus (equal to the\n                  average of the Annual Incentive Bonuses paid to the Executive\n                  over the preceding two years) for each month within such\n                  period, for a period of up to twelve (12) months from the date\n                  of such termination of employment,\n\nthen, during the period specified in clause (i), (ii) or (iii) above, as\napplicable, 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 nothing shall prevent the\nExecutive from providing legal services in private practice; provided, further,\nthat the Executive may own, solely as an investment, securities of any entity\nwhich are traded on a national securities exchange if the Executive is not a\ncontrolling person of, or a member of a group that controls such entity and does\nnot, directly or indirectly, own 2% or more of any class of securities of such\nentity.\n\n                  For purposes of this Agreement the term \"Competitive Business\"\nshall mean a business which competes with the Corporation or its subsidiaries,\naffiliates or licensees, and shall include, without limitation, those brands and\ncompanies that the Corporation and the Executive have jointly designated in\nwriting on the date hereof as being in competition with the Corporation as of\nthe date hereof. The term Competitive Business is not intended to include the\nbusiness of a competitor of a licensee whose business does not involve or\ncompete with the licensed businesses of the Corporation or its subsidiaries and\naffiliates.\n\n                           (d) The Executive will not at any time (whether\nduring or after his employment with the Corporation) disclose or use for his own\nbenefit or 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\n\n\n                                       9\n   10\nthereof or therefrom, in any way relating to the business of the Corporation or\nits subsidiaries or affiliates or licensees.\n\n                           (e) If the Executive breaches, or threatens to commit\na breach 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\n                  Restrictive Covenants specifically enforced by any court\n                  having equity jurisdiction, it being acknowledged and agreed\n                  that any such breach or threatened breach will cause\n                  irreparable injury to the Corporation and that money damages\n                  will not provide an adequate remedy to the Corporation;\n\n                                    (ii) The right and remedy to require the\n                  Executive to account for and pay over to the Corporation all\n                  compensation, profits, monies, accruals, increments or other\n                  benefits (collectively, \"Benefits\") derived or received by the\n                  Executive as the result of any transactions constituting a\n                  breach of any of the Restrictive Covenants, and the Executive\n                  shall account for and pay over such Benefits to the\n                  Corporation; and\n\n                                    (iii) The right to discontinue the payment\n                  of any amounts owing to the Executive under the Agreement. To\n                  the extent Executive disputes the discontinuance of any\n                  payments hereunder, such payments shall be segregated and\n                  deposited in an interest bearing account pending resolution of\n                  the dispute.\n\n                           (f) If any court determines that any of the\nRestrictive Covenants, or any part thereof, is invalid or unenforceable, the\nremainder of the Restrictive Covenants shall not thereby be affected and shall\nbe given full effect, without regard to the invalid portion. In addition, if any\ncourt construes 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\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\n                                       10\n   11\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                           Victor Cohen\n                           1195 The Strand\n                           Teaneck, NJ  07666\n\n                  If to the Corporation:\n\n                           Polo Ralph Lauren Corporation\n                           650 Madison Avenue\n                           New York, New York  10022\n                           Attention:  President\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\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\n                                       11\n   12\n                  14. Arbitration. Any dispute or controversy arising under or\nin connection with this Agreement shall be settled exclusively by arbitration in\nthe City of New York before a single arbitrator who shall be a retired federal\njudge in accordance with the then obtaining National Rules for the Resolution of\nEmployment Disputes or, if such rules are no longer in effect the then obtaining\nemployment rules of the American Arbitration Association. Judgment may be\nentered on the arbitrator's award in any court having jurisdiction; provided,\nhowever, that the Corporation shall be entitled to seek a restraining order or\ninjunction in any court of competent jurisdiction to prevent any continuation of\nany violation of the provisions of Section 8 of this Agreement and the Executive\nhereby consents that such restraining order or injunction be granted without the\nnecessity of the Corporation's posting any bond, and provided further that the\nExecutive shall be entitled to seek specific performance of his right to be paid\nduring the pendency of any dispute or controversy arising under or in connection\nwith this Agreement. Fees and expenses payable to the American Arbitration\nAssociation and the arbitrator shall be shared equally by the Corporation and by\nthe Executive, but the parties shall otherwise bear their own costs in\nconnection with the arbitration; provided that the arbitrator shall be entitled\nto include as part of the award to the prevailing party the reasonable legal\nfees and expenses incurred by such party in an amount not to exceed $50,000.\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, 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\n                                       12\n   13\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\/ Lance Isham\n                                           -------------------------------------\n                                  Name:    Lance Isham\n                                  Title:   President and Chief Operating Officer\n                                  Date:    April 1, 2000\n\n\n                                           \/s\/ Victor Cohen\n                                           -------------------------------------\n                                  Executive:  VICTOR COHEN\n\n                                  Date:    April 1, 2000\n\n\n                                       13\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-39469","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\/39469","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=39469"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39469"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39469"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39469"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}