{"id":39472,"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-polo-ralph-lauren.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-polo-ralph-lauren-lp-polo-ralph-lauren","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-polo-ralph-lauren-lp-polo-ralph-lauren.html","title":{"rendered":"Employment Agreement &#8211; Polo Ralph Lauren LP, Polo Ralph Lauren Corp. and Michael J. Newman"},"content":{"rendered":"<pre>\n                              AMENDED AND RESTATED\n                              EMPLOYMENT AGREEMENT\n\n                  AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the 'Agreement')\nmade effective as of the 9th day of June, 1997, among Polo Ralph Lauren, L.P.\n(the 'Partnership'), Polo Ralph Lauren Corporation, a Delaware corporation (the\n'Company'), and Michael J. Newman (the 'Executive').\n\n                  WHEREAS, the Executive has heretofore been employed by the\nPartnership pursuant to an employment agreement dated as of October 23, 1993, as\npreviously amended by Amendment No.1 dated as of October 31, 1994 (the 'Prior\nAgreement');\n\n                  WHEREAS, the Company is currently contemplating a registered\ninitial public offering of its Class A Common Stock (the 'IPO'), prior to the\nconsummation of which the rights, duties and obligations of the Partnership\nunder this Agreement will be assigned to and assumed by the Company;\n\n                  WHEREAS, the Partnership, the Company and the Executive wish\nto amend and restate the Prior Agreement as evidenced by this Agreement\neffective as of the date hereof in order to provide for the modification of\ncertain provisions of the Prior Agreement relating to the Executive's annual and\nincentive compensation, equity opportunities and restrictive covenants in the\nevent the IPO is consummated;\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 Company hereby agrees to\nemploy the Executive, and the Executive hereby agrees to serve the Company, on\nthe terms and conditions set forth herein. From and after the date hereof, the\nterms of this Agreement shall supersede in all respects the terms of the Prior\nAgreement which shall cease to be of any further force and effect.\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. The Executive will serve at the direction and pleasure of the Board. In\nthe event a registered initial public offering of the equity securities of the\nCompany (or any entity which shall be assigned or otherwise assume the rights,\nduties or obligations of the Partnership hereunder) shall be consummated on or\nprior to December 31, 1997 (a 'Qualified Offering'), the term of the Executive's\nemployment under this Employment Agreement shall continue until the close of\nbusiness of the fifth anniversary of the consummation of the Qualified Offering,\nsubject to earlier termination in accordance with the terms of this Agreement\n(the 'Term'). The Term\n\nshall be automatically extended for successive one year periods thereafter\nunless either party notifies the other in writing of its intention not to so\nextend the Term at least twelve (12) months prior to the commencement of the\nnext scheduled one year extension.\n\n                  3. Position and Duties. The Executive shall serve as Vice\nChairman and Chief Operating Officer of the Company and shall have such\nresponsibilities, duties and authority as he may have as of the date hereof (or\nwhich arise from any comparable position as a key executive officer to which he\nmay be appointed after the date hereof) and as may from time to time be assigned\nto the 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 and Incentive Bonus\n\n                                    (i) Salary. During the period of the\nExecutive's employment hereunder, the Company shall pay to the Executive an\nannual salary of not less than $800,000. Such salary shall be paid in\nsubstantially equal installments on a basis consistent with the Company's\npayroll practices. This salary shall be subject to annual review by the Board.\nNotwithstanding the foregoing, in the event a Qualified Offering is consummated,\nthe Executive's salary for the period following the Qualified Offering shall not\nbe less than $900,000 per annum. From and after any Qualified Offering, the term\n'Company' as used in this Agreement shall be deemed to refer to the successor to\nrights, duties and obligations of the Partnership.\n\n                                    (ii) Incentive Bonus.\n\n                                    (A) During the period of the Executive's\nemployment prior to the consummation of a Qualified Offering, the Executive's\nentitlement to an annual incentive bonus shall continue to be governed by the\nletter agreement between the Partnership and the Executive dated as of April 10,\n1996 (the '1996 Bonus Letter').\n\n                                    (B) In the event a Qualified Offering is\nconsummated, the 1996 Bonus Letter shall cease to be effective with respect to\nthe then current fiscal year and with respect to such then current fiscal year\nand all future fiscal years that occur following the Qualified Offering the\nExecutive's annual incentive bonus will be a percentage of Income Before Taxes\n('IBT') of the Company as determined under the Bonus Schedule below; provided\nthat in no event will the annual incentive bonus with respect to any fiscal year\nexceed $3 million.\n\n                                        2\n\n                            Incentive Bonus Schedule\n\n                  For the first $0 to $75 million of IBT:\n                           0%;\n\n                  From $75 million to $150 million of IBT:\n                           1.75% of IBT in excess of $75 million;\n\n                  From $150 million to $200 million of IBT:\n                           1% of IBT in excess of $150 million;\n\n                  For amounts of IBT over $200 million:\n                           .5% of IBT in excess of $200 million.\n\n                                    (C) The annual incentive bonus, whether paid\npursuant to clause (A) or (B) above, will be payable in a lump sum within \nthirty days after the Company's year-end financial statements have been \ncertified by the Company's outside auditors and will not be included for any \npurposes under the Deferred Compensation Agreement currently in effect between \nthe Executive and the Partnership (or any successor agreement thereto).\n\n                                    (D) IBT for purposes of this Agreement will\nmean the amount reflected on the line with that term in the Company's financial\nstatements, prior to deducting the Executive's annual incentive bonus.\n\n                                    (E) Notwithstanding any provision of this\nAgreement to the contrary, the Executive's entitlement to payment of an annual\nincentive bonus during any period when the compensation payable to the Executive\npursuant to this Agreement is subject to the deduction limitations of section\n162(m) of the Internal Revenue Code of 1986, as amended (the 'Code'), shall be\nsubject to shareholder approval of a plan or arrangement evidencing such annual\nincentive bonus opportunity that complies with the requirements of section\n162(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 Company, provided that such expenses are incurred and accounted\nfor in accordance with the policies and procedures established by the Company.\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 Company now\nor in the future to its executives and key management employees (or to their\nfamily members), subject to\n\n                                        3\n\nand on a basis consistent with the terms, conditions and overall administration\nof such plans 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                           (d) Vacations. The Executive shall be entitled to\nreasonable vacations consistent with past practice.\n\n                           (e) Restricted Stock.\n\n                                    (i) If a Qualified Offering is consummated,\nthen effective as of the date of commencement of the Qualified Offering, the\nExecutive will be granted a number of restricted shares of Class A Common Stock\nof the issuer of securities in the Qualified Offering with a fair market value\nequal to $2 million (based upon the initial offering price per share in the\nQualified Offering); provided that any fractional share will be paid to the\nExecutive in cash. The restricted shares will vest with respect to one third\n(1\/3) of the aggregate number of restricted shares so granted on each of (x) the\ncommencement date of the Qualified Offering, (y) the second anniversary of the\ncommencement date of the Qualified Offering and (z) the third anniversary of the\ncommencement date of the Qualified Offering, subject to the Executive's\ncontinued employment through each vesting date.\n\n                                    (ii) In the event a Qualified Offering is\nnot consummated, the Executive shall receive a special cash bonus in respect of\nfiscal year 1997 in the amount of $666,667.00, payable in a lump sum, no later\nthan December 31, 1997.\n\n                           (f) Options.\n\n                                    (i) If a Qualified Offering is consummated,\nthen effective as of the date of commencement of the Qualified Offering, the\nExecutive will be granted options to purchase 350,000 shares of Class A Common\nStock of the issuer of securities in the Qualified Offering with an exercise\nprice equal to the initial offering price in the Qualified Offering. In\naddition, with respect to at least each of the first three fiscal years\noccurring after the Qualified Offering, as of a date no later than each\nanniversary of the commencement of the Qualified Offering, the Executive will be\ngranted options to purchase 150,000 shares of Class A Common Stock of the of the\nissuer of securities in the Qualified Offering with an exercise price equal to\nthe fair market value per shares as of the date of grant.\n\n                                    (ii) Any options granted to the Executive\npursuant to clause (i) above will vest and become exercisable ratably over three\n(3) years on each of the first three anniversaries of the date of grant, subject\nto the Executive's continued employment through each vesting date.\n\n                                        4\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 with or without Good Reason. For purposes of\nthis Agreement, 'Good Reason' shall mean (A) a material diminution in the\nExecutive's duties or the assignment to the Executive of a title or duties\ninconsistent with his position as a Vice Chairman and Chief Operating Officer of\nthe Company, (B) a reduction in the Executive's salary or annual incentive bonus\nopportunity, (C) a failure of the Company to comply with any material provision\nof this Agreement or (D) the Executive's ceasing to be entitled to the payment\nof an annual incentive bonus as a result of the failure of the Company's\nshareholders to approve a plan or arrangement evidencing such annual incentive\nbonus in a manner that complies with the requirements of section 162(m) of the\nInternal Revenue Code of 1986; provided that the events described in clauses\n(A), (B) and (C) above shall not constitute Good Reason unless and until such\ndiminution, reduction or failure (as applicable) has not been cured within\nthirty (30) days after notice of such noncompliance has been given by the\nExecutive to the Company.\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 10 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 the Company shall terminate the Executive's\nemployment for any reason other than an Enumerated Reason as set forth in\nSection 6(d) hereof and other than due to the Company's election not to extend\nthe Term of this Agreement as contemplated by Section 2, or if the Executive\nresigns for Good Reason pursuant to Section 5(b) hereof, then so long as the\nExecutive complies with Section 8 hereof the Executive shall be entitled to the\nfollowing:\n\n                                    (i) (x) if such termination of employment\n         occurs prior to a Qualified Offering, continued salary payments for a\n         period of thirty-six (36) months from the date of termination (the\n         'Severance Period') at the rate and in the manner in effect on such\n         date (unless employment is terminated by the Executive for Good Reason\n         pursuant to Section 5(b) hereof as a result of a salary reduction, in\n         which case salary payments shall continue at the rate in\n\n                                        5\n\n         effect prior to such reduction); plus a pro rata annual incentive bonus\n         for the year of termination (based on the average annual incentive\n         bonus paid to the Executive over the preceding two years and based upon\n         the percentage of the calendar year in which such termination occurs\n         that shall have elapsed through the date of termination (a 'Pro Rata\n         Annual Incentive Bonus')); or\n\n                           (y) if such termination of employment occurs\n         following a Qualified Offering, an amount equal to the greater of:\n\n                           (A) the sum of (I) three (3) times the Executive's\n                  salary at the rate in effect on such date (unless employment\n                  is terminated by the Executive for Good Reason pursuant to\n                  Section 5(b) hereof as a result of a salary reduction, in\n                  which case, at the rate in effect prior to such reduction),\n                  plus (II) two (2) times the average annual incentive bonus\n                  paid to the Executive over the preceding two years; plus a Pro\n                  Rata Annual Incentive Bonus for the year of termination; and\n\n                           (B) the sum of (I) (five (5) minus the number of\n                  years (including fractions thereof) that shall have elapsed\n                  since the consummation of the Qualified Offering) 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) two (2) times the average annual\n                  incentive bonus paid to the Executive over the preceding two\n                  (2) years; plus a Pro Rata Annual Incentive Bonus for the year\n                  of termination.\n\n                  Any amounts paid pursuant to either clause (A) or clause (B)\n         above shall be paid in equal monthly installments for a period of\n         thirty-six (36) months from the date of termination, except that the\n         Pro Rata Annual Incentive Bonus shall be paid in a lump sum in cash\n         within thirty (30) days following the date of the Executive's\n         termination of employment. For purposes of clause (A) and clause (B)\n         above, the Executive's annual incentive bonus for fiscal years 1996 and\n         1997 shall be deemed to be $1,000,000 and $1,500,000, respectively,\n         irrespective of the actual bonuses paid to the Executive in respect of\n         fiscal years 1996 and 1997.\n\n                                    (ii) Continued participation in the\n         Company's health benefit plans during the Severance Period; provided\n         that if the Executive is provided with similar coverage by a successor\n         employer, any such coverage by the Company shall cease;\n\n                                    (iii) Continued use of the Company\n         automobile until the then existing auto lease term expires;\n\n                                        6\n\n                                    (iv) Waiver of collateral interest securing\n         return to the Company of premiums paid by the Company for the\n         Executive's existing split dollar life insurance policy;\n\n                                    (v) Any unvested restricted shares granted\nto the Executive pursuant to Section 4(e) will continue to vest on their\nscheduled vesting dates, subject to and conditioned upon the Executive's\ncompliance with Section 8 hereof;\n\n                                    (vi) Any unvested options granted to the\nExecutive pursuant to Section 4(f) will continue to vest on their scheduled\nvesting dates, subject to and conditioned upon the Executive's compliance with\nSection 8 hereof and subject to and conditioned upon the Executive's compliance\nwith Section 8, any vested options granted to the Executive pursuant to Section\n4(f) (including any options that continue to vest as described above) will\nremain exercisable until the latest to occur of (x) five (5) years from the\ncommencement of the Qualified Offering, (y) one (1) year from the date the\nExecutive's termination of employment and (z) thirty (30) days from the date the\noption becomes vested and exercisable;\n\n                                    (vii) If a Change of Control shall have\noccurred prior to the date of termination, the Executive shall be entitled at\nhis option, exercisable in writing within fifteen days of the date of\ntermination, to receive the equivalent of the salary and bonus payments pursuant\nto subsection (i) above in two equal lump sum installments, the first payable\nwithin 30 days of the date of termination and the second on the first\nanniversary of the date of termination. As used herein, the term 'Change of\nControl' shall mean Ralph Lauren or members of his family (or trusts or entities\ncreated for their benefit) no longer control 50% or more of the voting power of\nthe then outstanding securities of the Company entitled to vote for the election\nof the Company's directors; and\n\n                                    (viii) Except as provided above, the Company\nwill have no further obligations to the Executive under this Agreement following\nthe Executive's termination of employment under the circumstances described in\nthis Section 6(a).\n\n                           (b) If the Executive's employment is terminated by\nhis death or by the Company due to the Executive's Disability (as defined\nbelow):\n\n                                    (i) The Company shall pay any amounts due to\nthe Executive through the date of his death or the date of his termination due\nto Disability, including a Pro Rata Annual Incentive Bonus for the year of\ntermination;\n\n                                    (ii) Any unvested restricted shares granted\nto the Executive pursuant to Section 4(e) shall vest immediately;\n\n                                        7\n\n                                    (iii) Any unvested options granted to the\nExecutive pursuant to Section 4(f) will vest and all such options held by the\nExecutive, or his estate, will remain exercisable for three (3) years from the\ndate of the Executive's death or termination due to disability; and\n\n                                    (iv) Except as provided above, the Company\nwill have no further obligations to the Executive under this Agreement following\nthe Executive's termination of employment under the circumstances described in\nthis Section 6(b).\n\n                           (c) If the Executive's employment shall be terminated\nby the Company pursuant to section 6(d) (iii) for Cause or by the Executive for\nother than Good Reason (including due to the Executive's election not to extend\nthe Term as contemplated by Section 2), the Company shall pay the Executive his\nfull salary through the date of termination at the rate in effect prior to such\ntermination and the Company shall have no further obligations to the Executive\nunder this Agreement but the Executive shall be bound by Section 8 hereof.\nFollowing any such termination, any then unvested restricted shares granted to\nthe Executive pursuant to Section 4(e) shall be forfeited and any options\ngranted to the Executive pursuant to Section 4(f) that have not theretofore been\nexercised shall cease to be exercisable and shall terminate as of the date of\nsuch termination of employment.\n\n                           (d) The term 'Enumerated Reason' with respect to\ntermination by the Company of the Executive's employment shall mean any one of\nthe following reasons: \n\n                                     (i) Death. The Executive's employment \n         hereunder shall terminate upon his death.\n\n                                    (ii) Disability. If, as a result of the\n         Executive's incapacity due to physical or mental illness, the Executive\n         shall have been absent from his duties hereunder on a full-time basis\n         for the entire period of six consecutive months, and within thirty (30)\n         days after written Notice of Termination is given (which may occur\n         before or after the end of such six month period) shall not have\n         returned to the performance of his duties hereunder on a full-time\n         basis (a 'Disability'), the Company may terminate the Executive's\n         employment hereunder.\n\n                                    (iii) Cause. The Company shall have 'Cause'\n         to terminate the Executive's employment hereunder upon (1) the willful\n         and continued failure by the Executive to substantially perform his\n         duties hereunder after demand for substantial performance is delivered\n         by the Company that specifically identifies the manner in which the\n         Company believes the Executive has not substantially performed his\n         duties, or (2) Executive's conviction of, or plea of nolo contendere\n         to, a crime (whether or not involving the Company) constituting any\n         felony or (3) the willful engaging by the Executive in gross misconduct\n         relating to the Executive's employment that is materially injurious\n\n                                        8\n\n         to the Company, monetarily or otherwise (including, but not limited to,\n         conduct that constitutes competitive activity, in violation of Section\n         8) or which subjects, or if generally known, would subject the Company\n         to public ridicule or embarrassment. For purposes of this paragraph, no\n         act, or failure to act, on the Executive's part shall be considered\n         'willful' unless done, or omitted to be done, by him not in good faith\n         and without reasonable belief that his action or omission was in the\n         best interest of the Company. Notwithstanding the forgoing, the\n         Executive shall not be deemed to have been terminated for Cause without\n         (x) reasonable written notice to the Executive setting forth the\n         reasons for the Company's intention to terminate for Cause, (y) an\n         opportunity for the Executive, together with his counsel, to be heard\n         before the Board, and (z) delivery to the Executive of a Notice of\n         Termination, as defined in Section 5(c) hereof, from the Board finding\n         that in the good faith opinion of the Board the Executive was guilty of\n         conduct set forth above in clauses (A) through (C) hereof, and\n         specifying the particulars thereof in detail.\n\n                           (e) If the 'Term' becomes effective following a\nQualified Offering pursuant to Section 2, and if the Executive's employment with\nthe Company shall terminate due to the Company's election not to extend the Term\nof this Agreement as contemplated by Section 2:\n\n                                    (i) The Executive shall be entitled to\nreceive an amount, payable in equal monthly installments over a one year period,\nequal to the sum of (x) his annual salary, plus (y) his average annual incentive\nbonus paid over the preceding two years;\n\n                                    (ii) Any unvested restricted shares granted\nto the Executive pursuant to Section 4(e) will continue to vest on their\nscheduled vesting dates, subject to and conditioned upon the Executive's\ncompliance with Section 8 hereof;\n\n                                    (iii) Any unvested options granted to the\nExecutive pursuant to Section 4(f) will continue to vest on their scheduled\nvesting dates, subject to and conditioned upon the Executive's compliance with\nSection 8 hereof and subject to and conditioned upon the Executive's compliance\nwith Section 8, any vested options granted to the Executive pursuant to Section\n4(f) (including any options that continue to vest as described above) will\nremain exercisable until the latest to occur of (x) five (5) years from the\neffectiveness of the Qualified Offering, (y) one (1) year from the date the\nExecutive's termination of employment and (z) thirty (30) days from the date the\noption becomes vested and exercisable; and\n\n                                    (iv) Except as provided above, the Company\nshall have no further obligations to the Executive under this Agreement\nfollowing the Executive's termination of employment under the circumstances\ndescribed in this Section 6(e).\n\n                                        9\n\n                  7. Mitigation. The Executive shall have no duty to mitigate\nthe payments provided for in Section 6(a) by seeking other employment or\notherwise and such payment shall not be subject to reduction for any\ncompensation received by the Executive from employment in any capacity following\nthe termination of the Executive's employment with the Company.\n\n                  8. Noncompetition.\n\n                           (a) The Executive agrees that for the duration of his\nemployment and for a period three (3) years from the date of termination\nthereof, he will not, on his own behalf or on behalf of any other person or\nentity, hire, solicit, or encourage to leave the employ of the Company or its\nsubsidiaries or affiliates any person who is an employee of any of such\ncompanies.\n\n                           (b) The Executive agrees that for the duration of his\nemployment and for a period of three (3) years from the date of termination\nthereof, the Executive will take no action which is intended, or would\nreasonably be expected, to harm (e.g. making public derogatory statements or\nmisusing confidential Company information, it being acknowledged that the\nExecutive's employment with a competitor in and of itself shall not be deemed to\nbe harmful to the Company for purposes of this Section 8(b)) the Company or any\nof its subsidiaries or affiliates or their reputation.\n\n                  The following paragraphs (c), (d), (e) and (f) shall only\napply following the consummation of a Qualified Offering:\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 without\n         Good Reason, until the later of (x) five (5) years from the\n         commencement of a Qualified Offering and (y) two (2) years from the\n         date of such termination of employment; and\n\n                                    (ii) in the event of the Executive's\n         termination of employment by the Company without Cause or the\n         Executive's resignation for Good Reason pursuant to Section 5(b), for\n         two (2) years from the date of such termination of employment; and\n\n                                    (iii) in the event of the Executive's\n         termination of employment by the Company for Cause, at the election of\n         the Company in consideration for the payment to the Executive of an\n         amount equal to the Executive's salary and annual incentive bonus\n         (equal to the average annual incentive bonus paid to the Executive over\n         the preceding two years) for each year within such period, for a period\n         of up to two (2) years from the date of such termination of employment,\n\n                                       10\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 the Executive may own, solely as\nan investment, securities of any entity which are traded on a national\nsecurities exchange if the Executive is not a controlling person of, or a member\nof a group that controls such entity and does not, directly or indirectly, own\n2% or more of any class of securities of such entity.\n\n                  For purposes of this Agreement the term 'Competitive Business'\nshall mean any of the brands and companies that the Company and the Executive\nmay agree to and acknowledge in writing in the future based upon a good faith\ndetermination that such brands or companies compete with the Company or its\naffiliates.\n\n                           (d) The Executive will not at any time (whether\nduring or after his employment with the Company) disclose or use for his own\nbenefit or purposes or the benefit or purposes of any other person, entity or\nenterprise, other than the Company or any of its affiliates, any trade secrets,\ninformation, data, or other confidential information relating to customers,\ndevelopment programs, costs, marketing, trading, investment, sales activities,\npromotion, credit and financial data, manufacturing processes, financing\nmethods, plans or the business and affairs of the Company generally, or any\naffiliate of the Company; provided that the foregoing shall not apply to\ninformation which is not unique to the Company or which is generally known to\nthe industry or the public other than as a result of the Executive's breach of\nthis covenant. The Executive agrees that upon termination of his employment with\nthe Company for any reason, he will return to the Company immediately all\nmemoranda, books, papers, plans, information, letters and other data, and all\ncopies thereof or therefrom, in any way relating to the business of the Company\nand its affiliates.\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 Company shall have the following rights and remedies, each of\nwhich 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 Company under law\nor equity:\n\n                                    (i) The right and remedy to have the\n         Restrictive Covenants specifically enforced by any court having equity\n         jurisdiction, it being acknowledged and agreed that any such breach or\n         threatened breach will cause irreparable injury to the Company and that\n         money damages will not provide an adequate remedy to the Company;\n\n                                       11\n\n                                    (ii) The right and remedy to require the\n         Executive to account for and pay over to the Company all compensation,\n         profits, monies, accruals, increments or other benefits (collectively,\n         'Benefits') derived or received by the Executive as the result of any\n         transactions constituting a breach of any of the Restrictive Covenants,\n         and the Executive shall account for and pay over such Benefits to the\n         Company; and\n\n                                    (iii) The right to discontinue the payment\n         of any amounts owing to the Executive under the Agreement.\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 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 this Agreement, 'Company' shall mean the Company as\nhereinbefore defined and any successor to its business and\/or assets as\naforesaid which executes and delivers the agreement provided for in this Section\n9 or which otherwise becomes bound by all the terms and provisions of this\nAgreement by operation of law.\n\n                           (b) This Agreement and all rights of the Executive\nhereunder shall inure to the benefit of and be enforceable by the Executive's\npersonal or legal representatives, executors, administrators, successors, heirs,\ndistributees, devisees and legatees. If the Executive should die while any\namounts are payable to him hereunder all such amounts unless otherwise provided\nherein, shall be paid in accordance with the terms of this Agreement to the\nExecutive's devisee, legatee, or other designee or, if there be no such\ndesignee, to the Executive's estate.\n\n                  10. Notice. For the purposes of this Agreement, notices,\ndemands and all other communications provided for in this Agreement shall be in\nwriting and shall be deemed to have been duly given when personally delivered\nwith receipt acknowledged or five business days after having been mailed by\nUnited States certified or registered mail, return receipt requested, postage\nprepaid, addressed as follows:\n\n                                       12\n\n                  If to the Executive:\n\n                           Mr. Michael J. Newman\n                           40 Glenby Lane\n                           Brookville, New York  11545\n\n                           if to the Company:\n\n                           Polo Ralph Lauren Corporation\n                           650 Madison Avenue\n                           New York, New York  10022\n                           Attention:  General Counsel\n\nor to such other address as any party may have furnished to the other in writing\nin accordance herewith, except that notices of change of address shall be\neffective only 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 before a single arbitrator in accordance with the rules of\nthe American Arbitration Association then in effect. Judgment may be entered on\nthe arbitrator's award in any court having jurisdiction; provided, however, that\nthe Company shall be entitled to seek a restraining order or injunction in any\ncourt of competent jurisdiction to prevent any continuation of any violation of\nthe provisions of Section 8 of this Agreement and the Executive hereby consents\nthat such restraining order or injunction may be granted without the necessity\nof the Company's posting any bond, and provided further that the Executive shall\nbe entitled to seek specific performance of\n\n                                       13\n\nhis right to be paid until the date of termination during the pendency of any\ndispute or controversy arising under or in connection with this Agreement. Fees\nand expenses payable to the American Arbitration Association and the arbitrator\nshall be shared equally by the Company and by the Executive, but the parties\nshall otherwise bear their own costs in connection with the arbitration;\nprovided that the arbitrator shall be entitled to include as part of the award\nto the prevailing party the reasonable legal fees and expenses incurred by such\nparty in an amount not to exceed $25,000.\n\n                  15. Withholding. The Company 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                  IN WITNESS WHEREOF, the Company has caused this Agreement to\nbe duly executed and the Executive has hereunto set his hand, effective as of\nthe 9th day of June, 1997.\n\n                                   POLO RALPH LAUREN, L.P\n\n                                   By: POLO RALPH LAUREN CORPORATION\n                                         General Partner\n\n\n                                   By: \/s\/ Victor Cohen\n                                       ___________________________________\n\n\n                                   POLO RALPH LAUREN CORPORATION\n\n\n                                   By: \/s\/ Ralph Lauren\n                                       ___________________________________\n\n\n                                   \/s\/ Michael J. Newman\n                                   ______________________________________\n                                   Executive:  Michael J. Newman\n\n                                       14\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-39472","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\/39472","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=39472"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39472"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39472"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39472"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}