{"id":39470,"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-lp-and-david-j-hare.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-polo-ralph-lauren-lp-and-david-j-hare","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-polo-ralph-lauren-lp-and-david-j-hare.html","title":{"rendered":"Employment Agreement &#8211; Polo Ralph Lauren LP and David J. Hare"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n                  AGREEMENT made as of the 1st day of April, 1997, between Polo\nRalph Lauren, L.P., a Delaware limited partnership (the 'Company'), and David J.\nHare (the 'Executive').\n\n                  The Executive is presently employed as President of Polo\nRetail Corporation ('PRC'), a Delaware corporation, in which the Company's\nsubsidiary presently owns a 50% interest.\n\n                  The Company or its successor will assume ownership of the\nremaining 50% interest in PRC as a result of a series of related transactions\nincluding among them, those referred to in those certain Stock Purchase\nAgreements, dated as of March 21, 1997, by and between Polo Ralph Lauren Retail\nCorp. and Polo Ralph Lauren Retail Corporation on the one hand and Executive on\nthe other.\n\n                  The Company wishes to retain the services of Executive in\nconnection with its Retail Group and the Company recognizes that the Executive's\ncontribution to the growth and success of the Company will be substantial. The\nCompany desires to provide for the continued employment of the Executive and to\nmake employment arrangements which will reinforce and encourage the attention\nand dedication to the Company of the Executive as a member of the Company's\nmanagement, in the best interest of the Company. The Executive is willing to\ncommit himself to serve the Company, on the terms and conditions herein\nprovided.\n\n                  In order to effect the foregoing, the Company and the\nExecutive wish to enter into an employment agreement on the terms and conditions\nset forth below. Accordingly, in consideration of the premises and the\nrespective covenants and agreements of the parties herein contained, and\nintending to be legally bound hereby, the parties hereto agree as follows:\n\n                  1. Employment. The Company hereby agrees to employ the\nExecutive, and the Executive hereby agrees to serve the Company, on the terms\nand conditions set forth herein.\n\n                  2. Term. The employment of the Executive by the Company as\nprovided in Section 1 pursuant to this Agreement will be effective on the date\nhereof. Executive will serve at the direction and pleasure of the board of\ndirectors of the Company's General Partner (such board or such other managing\nboard or committee as is vested with authority to hire and\/or discharge\nexecutive officers of the Company hereinafter referred to as the 'Board').\n\n                                                                               2\n\n\n                  3. Position; Place of Business.\n\n                           (a) Title and Duties. The Executive shall serve as\nPresident and Chief Operating Officer of PRC and shall have responsibilities as\nGroup President of the Company's domestic free-standing Polo Ralph Lauren and\nPolo Sport Stores and such other responsibilities as may from time to time be\nassigned to the Executive by the Board or the Chairman or Vice Chairman that are\nconsistent with the responsibilities, duties and authority of the Group\nPresident. All employees in the Group will directly or indirectly report to\nExecutive; provided that Executive acknowledges that certain individuals in the\ncreative area or others with dual corporate functions may have additional\nreporting responsibilities outside the Group. The Executive shall devote\nsubstantially all his working time and efforts to the business of the Company.\n\n                           (b) Place of Business. The Executive shall, within a\nreasonable time period, relocate to and be based in the metropolitan New York\nCity area and his offices shall be located in New York City unless Executive\notherwise agrees. Company shall reimburse the Executive for his relocation\nexpenses from Denver, Colorado as provided in Schedule I attached hereto.\nExecutive shall travel as required from time to time in performance of his\nemployment.\n\n                  4. Compensation and Related Matters.\n\n                           (a) Base Salary. During the period of the Executive's\nemployment hereunder, the Company shall pay to the Executive an annual base\nsalary ('Base Salary') of $750,000. Such salary shall be paid in substantially\nequal installments on a basis consistent with the Company's payroll practices\nand shall be subject to review by the Board in accordance with the Company's\npolicies for executive officers.\n\n                           (b) Incentive Compensation. Executive shall\nparticipate as a Group President in the Company's Executive Incentive Plan as in\neffect from time to time and any plan substituted therefor.\n\n                           (c) 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 Company, provided that such expenses are incurred and accounted\nfor in accordance with the policies and procedures established by the Company.\n\n                           (d) Other Benefits. During the term of Executive's\nemployment hereunder, Executive shall be entitled to participate in or receive\nbenefits at the level of a Group President under any medical, pension, profit\nsharing or other\n\n                                                                               3\n\n\nemployee benefit plan or arrangement generally made available by the Company now\nor 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. Executive\nacknowledges that unless directed by the Board or made available pursuant to a\nfuture plan which specifically applies to Executive by naming him individually\nor which specifically applies to a class of officer or employee which includes\nExecutive, his benefits do not include the supplemental deferred compensation\narrangements which the Company makes available to certain other key executives\ncurrently. Nothing paid to the Executive under any plan or arrangement presently\nin effect or made available in the future shall be deemed to be in lieu of the\nBase Salary payable to the Executive pursuant to paragraph (a) of this Section .\n\n                           (e) Vacations. The Executive shall be entitled to\nvacations and holidays on a basis consistent with that offered to executive\nofficers of the Company.\n\n                           (f) Automobile. Company shall provide Executive with\nuse of a leased automobile and the cost of repairs and insurance therefor in\naccordance with its automobile policy for executive officers. The lease rate for\nsuch automobile initially shall not exceed $1,250 per month. Executive may elect\nto receive $1,250 monthly in lieu of the foregoing.\n\n                  5.       Termination.\n\n                           (a) Termination by Company. The Executive's\nemployment hereunder may be terminated by the Board at any time with or without\ncause.\n\n                           (b) Termination by the Executive. The Executive may\nterminate his employment hereunder at any time for Good Reason or otherwise. For\npurposes of this Agreement, 'Good Reason' shall mean (A) a diminution of\nExecutive's title or duties such that they become inconsistent with those of the\nsenior operating officer of the Company's domestic Polo Ralph Lauren and Polo\nSport free-standing store group; (B) a reduction by the Board of the Executive's\nBase Salary; (C) Executive shall no longer report to the Company's Chairman or\nVice Chairman or the person (irrespective of title) who succeeds to the\nprincipal responsibilities currently assumed by the Vice Chairman and to whom\nthe Company's Group Presidents report; or (D) a failure by the Company to comply\nwith any material provision of this Agreement which has not been cured within\nfifteen (15) days after notice of such noncompliance has been given by the\nExecutive to the Company. A Group President under the Company's current\nstructure is the senior operating officer of a significant business unit who\nreports to the Company's chief operating officer. Any exercise of rights\npursuant to clauses (A), (B), (C) or (D) of this paragraph 5(b) shall be\nexercised within one hundred eighty (180) days of the date Executive becomes\naware of the action giving rise to such rights.\n\n                                                                               4\n\n\n                           (c) Any termination of the Executive's employment by\nthe Company 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 11 hereof. If termination is\npursuant to Sections 6(d)(ii)-(iii) or 5(b) hereof, the 'Notice of Termination'\nshall mean a notice which shall indicate the specific termination provision in\nthis Agreement relied upon and shall set forth in reasonable detail the facts\nand circumstances claimed to provide a basis for termination of the Executive's\nemployment under the provision so indicated.\n\n                  6. Compensation Upon Termination.\n\n                           (a) If Company shall terminate Executive's employment\nfor any reason other than an Enumerated Reason as set forth in Section 6(d)\nhereof or if Executive resigns for Good Reason pursuant to Section 5(b) hereof,\nthen so long as Executive complies with Sections 8(b) and (c) hereof Executive\nshall be entitled to the following:\n\n                                  (i) Continued Base Salary payments through\n         March 31, 2002 (less applicable withholdings) or for a period of\n         twenty-four (24) months from the date of termination, whichever is\n         later (the 'Severance Period'), at the rate and in the manner in effect\n         on the date of termination (provided, if Executive terminates his\n         employment for Good Reason because of a reduction in his Base Salary,\n         then the rate payable shall be that in effect prior to the reduction);\n\n                                  (ii) Payment (less applicable withholdings),\n         in the manner then in effect and through the end of the then current\n         fiscal year, of any incentive or bonus program in effect for Executive\n         on the date of termination notwithstanding any contrary provisions\n         within any such plan or program;\n\n                                  (iii) Continued participation in the Company's\n         health benefit plans, during the Severance Period, if permitted under\n         the terms of such plans provided if Executive is provided with similar\n         coverage by a successor employer, any such coverage by the Company\n         shall cease;\n\n                                  (iv) Continued use of his Company automobile\n         until the then existing auto lease term expires; and\n\n                                  (v) Waiver of the collateral interest securing\n         return to the Company of premiums for Executive's existing Split Dollar\n         Life Insurance Policy.\n\n                           (b) If the Executive's employment is terminated by\nhis death, the Company shall pay Base Salary due to the Executive through the\ndate of\n\n                                                                               5\n\n\nhis death plus any incentive or bonus payment payable upon death pursuant to the\nprovisions of the plan or program therefor.\n\n                           (c) If the Executive's employment shall be terminated\nby the Company pursuant to Section 6(d)(ii) or (iii) for an Enumerated Reason or\nby the Executive for other than Good Reason, the Company shall pay the Executive\nhis full Base Salary through the Date of Termination at the rate in effect at\nthe time Notice of Termination is given and the Company shall have no further\nobligations to the Executive under this Agreement but Executive shall be bound\nby Sections 8(b) and (c) hereof. Notwithstanding the foregoing, at any time\nprior to March 31, 1998, Executive may resign for any reason (other than in\nconnection with the events described in clause (2) of Sections 6(d)(iii) hereof)\nand Executive shall be entitled to receive continued base salary payments for a\nperiod of twenty-four (24) months from the date of termination. Except as\nprovided in Sections 6(a), (b) and (c), Executive shall have no further rights\nto compensation or benefits upon termination.\n\n                           (d) The term 'Enumerated Reason' with respect to\ntermination by the Company of Executive's employment shall mean any one of the\nfollowing reasons:\n\n                           (i) Death. The Executive's employment hereunder shall\n         terminate upon his death.\n\n                           (ii) Disability. If, as a result of the Executive's\n         incapacity due to physical or mental illness, the Executive shall have\n         been absent from his duties hereunder on a full-time basis for the\n         entire period of six consecutive months, and within thirty (30) days\n         after written Notice of Termination is given (which may occur before or\n         after the end of such six month period) shall not have returned to the\n         performance of his duties hereunder on a full-time basis, the Company\n         may terminate the Executive's employment hereunder.\n\n                           (iii) Cause. The Company shall have 'Cause' to\n         terminate the Executive's employment hereunder upon (1) the willful and\n         continued failure by the Executive for ten (10) consecutive days to\n         substantially perform his duties hereunder after demand for substantial\n         performance is delivered by the Company that specifically identifies\n         the manner in which the Company believes the Executive has willfully\n         not substantially performed his duties, or (2) Executive's conviction\n         of, or plea of guilty or nolo contendere to, any crime (whether or not\n         involving the Company) constituting a felony or (3) the willful\n         engaging by the Executive in misconduct which is materially injurious\n         to the Company, monetarily or otherwise (including, but not limited to,\n         conduct that constitutes competitive activity, as defined in Section\n         8). For purposes of this paragraph, no act, or failure to act, on the\n         Executive's part shall be considered 'willful' unless done, or omitted\n         to be done, by him not in\n\n                                                                               6\n\n\n         good faith and without reasonable belief that his action or omission\n         was in or not opposed to the best interest of the Company.\n         Notwithstanding the foregoing, the Executive shall not be deemed to\n         have been terminated for Cause without (x) reasonable written notice to\n         the Executive setting forth the reasons for the Company's intention to\n         terminate for Cause, (y) an opportunity for the Executive, together\n         with his counsel, to be heard before the Board, and (z) delivery to the\n         Executive of a Notice of Termination, as defined in Section 5(c)\n         hereof, from the Board finding that in the good faith opinion of the\n         Board the Executive was guilty of any of the conduct set forth above in\n         clauses (1)-(3) hereof, and specifying the particulars thereof in\n         detail.\n\n                  7. Mitigation. Except as provided in Section 6(a)(iii),\nExecutive shall have no duty to mitigate the payments provided for in Section 6\nby seeking other employment or otherwise and such payments shall not be subject\nto reduction for any compensation received by Executive from employment in any\ncapacity following the termination of Executive's employment with the Company.\n\n                  8. Noncompetition.\n\n                           (a) Executive agrees not to accept other employment\nprior to the termination of Executive's employment with the Company without the\nwritten approval of the Board.\n\n                           (b) Executive agrees that for the duration of his\nemployment and for a period of twenty-four (24) months from the date of\ntermination thereof and any additional period while Executive is receiving\npayments hereunder, he will not, on his own behalf or on behalf of any other\nperson or entity, hire, solicit, or encourage to leave the employ of the Company\nor its subsidiaries or affiliates any person who is an employee of any of such\ncompanies.\n\n                           (c) Executive agrees that for the duration of his\nemployment and for a period of twenty-four (24) months from the date of\ntermination thereof and any additional period while Executive is receiving\npayments hereunder, Executive will take no action which is intended, or would\nreasonably be expected, to harm, the Company or any of its subsidiaries or\naffiliates or their reputation or which would reasonably be expected to lead to\ndisparaging publicity to the Company or any of its subsidiaries or affiliates.\n\n                  9. Successors: Binding Agreement.\n\n                           (a) The Company will require any successor (whether\ndirect or indirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of the business and\/or assets of the Company to expressly\nassume and agree to perform this Agreement in the same manner and to the same\nextent that the Company would be required to perform it if no such succession\nhad taken place. As used in\n\n                                                                               7\n\n\nthis Agreement, 'Company' shall mean the Company as herein before defined and\nany successor to its business and\/or assets as aforesaid which executes and\ndelivers the agreement provided for in this Section 9 or which otherwise becomes\nbound by all the terms and provisions of this Agreement by operation of law.\n\n                           (b) This Agreement and all rights of the Executive\nhereunder shall inure to the benefit of and be enforceable by the Executive's\npersonal or legal representatives, executors, administrators, successors, heirs,\ndistributees, devisees and legatees. If the Executive should die while any\namounts are payable to him hereunder all such amounts unless otherwise provided\nherein, shall be paid in accordance with the terms of this Agreement to the\nExecutive's devisee, legatee, or other designee or, if there be no such\ndesignee, to the Executive's estate.\n\n                  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, and faxed on the same day it is\nmailed return receipt requested, postage prepaid, addressed as follows:\n\n                  If to the Executive:\n\n                           Mr. David J. Hare\n                           476 Westwood Drive\n                           Denver, Colorado 80206\n                           Facsimile No.:  303-398-7588\n\n                  with a copy to:\n\n                           Richard I. Brown, Esq.\n                           Haligman and Lottner\n                           First Interstate Tower North\n                           633 Seventeenth Street\n                           Suite 2700\n                           Denver, Colorado 80202-3635\n                           Facsimile No.:  303-292-1300\n\n                  If to the Company:\n\n                           Polo Ralph Lauren, L.P.\n                           650 Madison Avenue\n                           New York, New York 10022\n                           Attention:  General Counsel\n                           Facsimile No.:  212-318-7183\n\n                                                                               8\n\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 Company as\nmay be specifically designated by the Board. No waiver by either party hereto at\nany time of any breach by the other party hereto of, or compliance with, any\ncondition or provision of this Agreement to be performed by such other party\nshall be deemed a waiver of similar or dissimilar provisions or conditions at\nthe same or at any prior or subsequent time. The validity, interpretation,\nconstruction and performance of this Agreement shall be governed by the laws of\nthe State of New York without regard to its conflicts of law principles.\n\n                  12. Validity. The invalidity or unenforceability of any\nprovision or provisions of this Agreement shall not affect the validity or\nenforceability of any other provision of this Agreement, which shall remain in\nfull force and effect.\n\n                  13. Counterparts. This Agreement may be executed in one or\nmore counterparts, each of which shall be deemed to be an original but all of\nwhich together will constitute one and the same instrument.\n\n                  14. Arbitration. Any dispute or controversy arising under or\nin connection with this Agreement shall be settled exclusively by arbitration in\nthe City of New York in accordance with the rules of the American Arbitration\nAssociation then in effect. Judgment may be entered on the arbitrator's award in\nany court having jurisdiction; provided, however, that the Company shall be\nentitled to seek a restraining order or injunction in any court of competent\njurisdiction to prevent any continuation of any violation of the provisions of\nSection 8 of this Agreement and the Executive hereby consents that such\nrestraining order or injunction may be granted without the necessity of the\nCompany's posting any bond, and provided further that the Executive shall be\nentitled to seek specific performance of his right to be paid until the date of\ntermination pursuant to Section 6 during the pendency of any dispute or\ncontroversy arising under or in connection with this Agreement. Fees and\nexpenses payable to the American Arbitration Association and the arbiter shall\nbe shared equally by the Company and by the Executive but the parties shall\notherwise bear their own costs in connection with the arbitration; provided that\nthe arbitrator shall be entitled to include as part of the award to the\nprevailing party the reasonable legal fees and expenses incurred by such party\nan amount not to exceed $25,000.\n\n                  15. Prior Agreement; Entire Agreement. Payments under the\nEmployment Agreement, dated as of February 1, 1993 between PRC and Executive\n(the 'Prior Agreement') shall continue to accrue through and including March 31,\n1997; provided, that in lieu of incentive compensation for the period beginning\n\n                                                                               9\n\n\nFebruary 1 through March 31, 1997 pursuant to Section 5(b) of such agreement,\nExecutive shall be entitled to 1\/6 the incentive compensation earned by him\nthereunder for the fiscal year ended January 1, 1997. Other than with respect to\npayments earned prior thereto, which shall be paid by PRC when payable,\nbeginning April 1, 1997 the Prior Agreement shall be terminated and all matters\nbetween the Company and PRC, on the one hand, and the Executive, on the other,\nshall be governed by this 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                  IN WITNESS WHEREOF, the Company has caused this Agreement to\nbe duly executed and the Executive has hereunto set his hand, as of the ____\nday of March, 1997.\n\n                               POLO RALPH LAUREN, L.P.\n\n                               By:   \/s\/ Michael J. Newman\n                                  ----------------------------------------\n\n                                      \/s\/ David J. Hare\n                               -------------------------------------------\n                               Executive:  David J. Hare\n\nAgreed:\n\nPolo Retail Corporation\n\nBy:  Richard I. Brown\n   ----------------------------------\n\n                                                                      Schedule I\n\n                      Relocation Expenses to be Reimbursed\n\n<font size=\"2\">         Reasonable and necessary costs of relocation as follows:\n\n         1.       Sale of Home\n\n                  -        Realtor\/broker commission\n                  -        Attorney's fees\n                  -        Recording fees, if any\n                  -        transfer taxes, if any\n                  -        other customary closing costs of Seller, if any\n\n         2.       Moving costs - Company will arrange and pay for the costs of\n                  moving household belongings, automobiles and pets.\n\n         3.       Purchase of home\n\n                  -        reasonable actual costs of home search and relocation\n                           including travel expenses for family\n                  -        inspection fee\n                  -        survey, appraisal, credit report\n                  -        attorney's fees\n                  -        title insurance\n\n<\/font>         Company will select and pay for up to two appraisers acceptable to\nExecutive to appraise the value of his Denver home. Executive will thereafter\nkeep Company fully apprised of the progress and details of the sale of his home\n(and Company may at its option assume responsibility for the sale) and Company\nwill reimburse Executive for any shortfall upon sale from the appraised value of\nhome (or, if more than one appraisal, the average of two appraisals). If\nExecutive is prepared to close on the purchase of a new home prior to the sale\nof the Denver home, Company will provide temporary financing (up to the\nappraised value of the Denver home less outstanding mortgage) to assist in the\npurchase. Company will also reimburse Executive for the Denver home costs of\ninterest, real estate taxes and home insurance pending sale.\n\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-39470","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\/39470","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=39470"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39470"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39470"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39470"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}