{"id":39471,"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-f-lance-isham.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-polo-ralph-lauren-lp-and-f-lance-isham","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-polo-ralph-lauren-lp-and-f-lance-isham.html","title":{"rendered":"Employment Agreement &#8211; Polo Ralph Lauren LP and F. Lance Isham"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n        AGREEMENT made as of the 2nd day of April, 1995, between Polo Ralph\nLauren, L.P., a Delaware limited partnership (the 'Company'), and F. Lance Isham\n(the 'Executive').\n\n        The Executive is presently employed by the Company as President of its\nPolo Ralph Lauren Menswear Co. division.\n\n        The Company recognizes that the Executive's contribution to the growth\nand success of the company will be substantial. The Company desires to provide\nfor the continued employment of the Executive and to make employment\narrangements which will reinforce and encourage the attention and dedication to\nthe Company of the Executive as a member of the Company's management, in the\nbest interest of the Company. The Executive is willing to commit himself to\nserve the Company, on the terms and conditions herein provided.\n\n        In order to effect the foregoing, the Company and the Executive wish to\nenter into an employment agreement on the terms and conditions set forth below.\nAccordingly, in consideration of the premises and the respective covenants and\nagreements of the parties herein contained, and intending to be legally bound\nhereby, the parties hereto agree as follows:\n\n        1. Employment. The Company hereby agrees to employ the Executive, and\nthe Executive hereby agrees to serve the Company, on the terms and conditions\nset forth herein.\n\n        2. Term. The employment of the Executive by the company as provided in\nSection 1 pursuant to this Agreement will be effective on the date hereof.\nExecutive will serve at the direction and pleasure of the board of directors of\nthe Company's General Partner (such board or such other managing board or\ncommittee as is vested with authority to hire and\/or discharge executive\nofficers of the Company hereinafter referred to as the 'Board').\n\n        3. Position and Duties. The Executive shall serve in the capacity\ndescribed above and shall have such responsibilities, duties and authority as he\nmay have as of the date hereof (or which arise from any position to which he may\nbe appointed after the date hereof) and as may from time to time be assigned to\nthe Executive by the Board that are consistent with such responsibilities,\nduties and authority. The Executive shall devote substantially all his working\ntime and efforts to the business and affairs of the Company.\n\n        4. Compensation and Related Matters.\n\n        (a) Salary. During the period of the Executive's employment hereunder,\nthe company shall pay to the Executive an annual salary determined by the Board.\nSuch salary shall be paid in substantially equal installments on a basis\nconsistent with\n\n\n\n\nthe Company's payroll practices. This salary shall be subject to annual review\nby the Board.\n\n        (b) Incentive Compensation. The Board may in its discretion include as\npart of the Executive's compensation in any fiscal year a bonus or incentive\ncompensation program.\n\n        (c) Expenses. During the term of the Executive's employment hereunder,\nthe Executive shall be entitled to receive prompt reimbursement for all\nreasonable and customary expenses incurred by the Executive in performing\nservices hereunder, including all expenses of travel and living expenses while\naway from home on business or at the request of and in the service of the\nCompany, provided that such expenses are incurred and accounted for in\naccordance with the policies and procedures established by the Company.\n\n        (d) Other Benefits. During the term of Executive's employment hereunder,\nExecutive shall be entitled to participate in or receive benefits under any\nmedical, pension, profit sharing or other employee benefit plan or arrangement\ngenerally made available by the Company now or in the future to its executives\nand key management employees (or to their family members), subject to and on a\nbasis consistent with the terms, conditions and overall administration of such\nplans and arrangements. Nothing paid to the Executive under any plan or\narrangement presently in effect or made available in the future shall be deemed\nto be in lieu of the salary payable to the Executive pursuant to paragraph (a)\nof this Section .\n\n        (e) Vacations. The Executive shall be entitled to reasonable vacations\nconsistent with past practice.\n\n        5. Termination.\n\n        (a) Termination by Company. The Executive's employment hereunder may be\nterminated by the Board at any time with or without cause.\n\n        (b) Termination by the Executive. The Executive may terminate his\nemployment hereunder for Good Reason. For purposes of this Agreement, 'Good\nReason' shall mean (A) the assignment to the Executive of a title or duties\ninconsistent with those of a senior executive of the Company; (B) a reduction by\nthe Board of the Executive's salary; or (C) a failure by the Company to comply\nwith any material provision of this Agreement which has not been cured within\nthirty (30) days after notice of such noncompliance has been given by the\nExecutive to the Company. Any exercise of rights pursuant to clauses (A), (B),\nor (C) of this paragraph 5(b) shall be exercised within sixty (60) days of the\ndate Executive becomes aware of the action giving rise to such rights.\n\n\n                                        2\n\n\n\n        (c) Any termination of the Executive's employment by the Company or by\nthe Executive (other than termination pursuant to Section 6(d) (i) hereof) shall\nbe communicated by written Notice of Termination to the other party hereto in\naccordance with Section 11 hereof. If termination is pursuant to Sections 6(d)\n(ii) - (iii) or 5(b) hereof, the 'Notice of Termination' shall mean a notice\nwhich shall indicate the specific termination provision in this Agreement relied\nupon and shall set forth in reasonable detail the facts and circumstances\nclaimed to provide a basis for termination of the Executive's employment under\nthe provision so indicated.\n\n        6. Compensation Upon Termination.\n\n        (a) If Company shall terminate Executive's employment for any reason\nother than an Enumerated Reason as set forth in Section 6(d) hereof or if\nExecutive resigns for Good Reason pursuant to Section 5(b) hereof, then so long\nas Executive complies with Section 8 hereof Executive shall be entitled to the\nfollowing:\n\n               (i) Continued salary payments (less applicable withholdings) for\n        a period of thirty-six (36) months from the date of termination at the\n        rate and in the manner in effect on such date;\n\n               (ii) Payment (less applicable withholdings), in the manner then\n        in effect and through the end of the then current fiscal year, of any\n        incentive or bonus program in effect for Executive on the date of\n        termination and, thereafter, through the end of the thirty-six (36)\n        month period following the date of termination a monthly payment equal\n        to one-twelfth (1\/12) of the yearly average incentive or bonus\n        compensation earned during such current fiscal year and the preceding\n        fiscal year;\n\n               (iii) Continued participation in the Company's health benefit\n        plans, provided if Executive is provided with similar coverage by a\n        successor employer, any such coverage by the Company shall cease;\n\n                (iv) Continued use of his Company automobile until the then\n        existing auto lease term expires; and\n\n               (v) Waiver of the collateral interest securing return to the\n        Company of premiums for Executive's existing Split Dollar Life Insurance\n        Policy.\n\n        If a Change of Control shall have occurred prior to the date of\ntermination, Executive shall be entitled at his option, exercisable in writing\nwithin fifteen days of the date of termination, to receive the equivalent of the\nthirty-six (36) months' salary continuation and the incentive or bonus payments\npursuant to subsections (i) and (ii) above in two equal lump sum installments,\nthe first payable within 30 days of the date of termination and the second on\nthe first anniversary of the date of termination. As used herein, the term\n'Change of Control' shall mean Ralph Lauren or members of\n\n\n                                        3\n\n\n\nhis family (or trusts created for their benefit) no longer control 50% or more\nof the voting power of the then outstanding securities (or other equity\ninterests) of the Company entitled to vote for the election of members to the\nBoard.\n\n        (b) If the Executive's employment is terminated by his death, the\nCompany shall pay any amounts due to the Executive through the date of his\ndeath.\n\n        (c) If the Executive's employment shall be terminated by the Company\npursuant to Section 6(d) (ii) or (iii) for an Enumerated Reason or by the\nExecutive for other than Good Reason, the Company shall pay the Executive his\nfull salary through the Date of Termination at the rate in effect at the time\nNotice of Termination is given and the Company shall have no further obligations\nto the Executive under this Agreement but Executive shall be bound by Sections 8\n(b) and (c) hereof.\n\n        (d) The term 'Enumerated Reason' with respect to termination by the\nCompany of Executive's employment shall mean any one of the following reasons:\n\n                (i) Death. The Executive's employment hereunder shall terminate\n        upon his death.\n\n                (ii) Disability. If, as a result of the Executive's incapacity\n        due to physical or mental illness, the Executive shall have been absent\n        from his duties hereunder on a full-time basis for the entire period of\n        six consecutive months, and within thirty (30) days after written Notice\n        of Termination is given (which may occur before or after the end of such\n        six month period) shall not have returned to the performance of his\n        duties hereunder on a full-time basis, the Company may terminate the\n        Executive's employment hereunder.\n\n                (iii) Cause. The Company shall have 'Cause' to terminate the\n        Executive's employment hereunder upon (1) the willful and continued\n        failure by the Executive to substantially perform his duties hereunder\n        after demand for substantial performance is delivered by the Company\n        that specifically identifies the manner in which the Company believes\n        the Executive has not substantially performed his duties, or (2)\n        Executive's conviction of any crime (whether or not involving the\n        Company) constituting a felony or (3) the willful engaging by the\n        Executive in misconduct which is materially injurious to the Company,\n        monetarily or otherwise (including, but not limited to conduct that\n        constitutes competitive activity, as defined in Section 8) or which\n        subjects, or if generally known, would subject the Company to public\n        ridicule or embarrassment. For purposes of this paragraph, no act, or\n        failure to act, on the Executive's part shall be considered 'willful'\n        unless done, or omitted to be done, by him not in good faith and without\n        reasonable belief that his action or omission was in the best interest\n        of the Company. Notwithstanding the foregoing, the Executive shall not\n        be deemed to have been terminated for Cause without (x) reasonable\n        written notice to the Executive setting forth the reasons for the\n        Company's\n\n\n                                        4\n\n\n\n        intention to terminate for Cause, (y) and opportunity for the Executive,\n        together with his counsel, to be heard before the Board, and (z)\n        delivery to the Executive of a Notice of Termination, as defined in\n        Section 5(c) hereof, from the Board finding that in the good faith\n        opinion of the Board the Executive was guilty of conduct set forth above\n        in clauses (1)-(3) hereof, and specifying the particulars thereof in\n        detail.\n\n        7. Mitigation. Executive shall have no duty to mitigate the payments\nprovided for in Section 6(a) by seeking other employment or otherwise and such\npayment shall not be subject to reduction for any compensation received by\nExecutive from employment in any capacity following the termination of\nExecutive's employment with the Company.\n\n        8. Noncompetition.\n\n        (a) Executive agrees not to accept other employment during the term of\nthis Agreement without the written approval of the Board.\n\n        (b) Executive agrees that for the duration of his employment and for a\nperiod of thirty-six (36) months from the date of termination thereof, he will\nnot, on his own behalf or on behalf of any other person or entity, hire,\nsolicit, or encourage to leave the employ of the Company or its subsidiaries or\naffiliates any person who is an employee of any of such companies.\n\n        (c) Executive agrees that for the duration of his employment and for a\nperiod of thirty-six (36) months from the date of termination thereof, Executive\nwill take no action which is intended, or would reasonably be expected, to harm\nthe Company or any of its subsidiaries or affiliates or their reputation or\nwhich would reasonably be expected to lead to unwanted or unfavorable publicity\nto 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 direct or indirect,\nby purchase, merger, consolidation or otherwise) to all or substantially all of\nthe business and\/or assets of the Company to expressly assume and agree to\nperform this Agreement in the same manner and to the same extent that the\nCompany would be required to perform it if no such succession had taken place.\nAs used in this Agreement, 'Company' shall mean the Company as herein before\ndefined and any successor to its business and\/or assets as aforesaid which\nexecutes and delivers the agreement provided for in this Section 9 or which\notherwise becomes bound by all the terms and provisions of this Agreement by\noperation of law.\n\n        (b) This Agreement and all rights of the Executive hereunder shall inure\nto the benefit of and be enforceable by the Executive's personal or legal\nrepresentatives,\n\n\n                                        5\n\n\n\nexecutors, administrators, successors, heirs, distributees, devisees and\nlegatees. If the Executive should die while any amounts are payable to him\nhereunder all such amounts unless otherwise provided herein, shall be paid in\naccordance with the terms of this Agreement to the Executive's devisee, legatee,\nor other designee or, if there be no such designee, to the Executive's estate.\n\n        10. Notice. For the purposes of this Agreement, notices, demands and all\nother communications provided for in this Agreement shall be in writing and\nshall be deemed to have been duly given when personally delivered with receipt\nacknowledged or five business days after having been mailed by United States\ncertified or registered mail, return receipt requested, postage prepaid,\naddressed as follows:\n\n               If to the Executive:\n\n                             Mr. F. Lance Isham\n                             205 East 78th Street\n                             New York, New York  10021\n\n               If to the Company:\n\n                             Polo Ralph Lauren, L.P.\n                             650 Madison Avenue\n                             New York, New York  10022\n\n                             Attention: General Counsel\n\nor to such other address as any party may have furnished to the other in writing\nin accordance herewith, except that notices of change of address shall be\neffective only upon request.\n\n        11. Miscellaneous. No provisions of this Agreement may be modified,\nwaived or discharged unless such waiver, modification or discharge is agreed to\nin writing signed by the Executive and such officer of the Company as may be\nspecifically designated by the Board. No waiver by either party hereto at any\ntime of any breach by the other party hereto of, or compliance with, any\ncondition or provision of this Agreement or 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 or\nprovisions of this Agreement shall not affect the validity or enforceability of\nany other provision of this Agreement, which shall remain in full force and\neffect.\n\n\n                                        6\n\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 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 during the pendency of any dispute or controversy arising under or\nin connection with this Agreement. Fees and expenses payable to the American\nArbitration Association and the arbitrator shall be shared equally by the\nCompany and by the Executive but the parties shall otherwise bear their own\ncosts in connection with the arbitration; provided that the arbitrator shall be\nentitled to include as part of the award to the prevailing party the reasonable\nlegal fees and expenses incurred by such party an amount not to exceed $25,000.\n\n        15. Entire Agreement. This Agreement sets forth the entire agreement of\nthe parties hereto in respect of the subject matter contained herein and\nsupersedes 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 be duly\nexecuted and the Executive has hereunto set his hand, as of the 2nd day April,\n1995.\n\n                                          POLO RALPH LAUREN, L.P.\n\n\n\n                                          By:    \/s\/ Michael J. Newman\n                                              ----------------------------------\n\n\n                                                 \/s\/  F. Lance Isham\n                                          --------------------------------------\n                                          Executive:     F. Lance Isham\n\n\n                                        7\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-39471","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\/39471","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=39471"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39471"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39471"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39471"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}