{"id":39893,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-officer-annual-incentive-plan-polo-ralph-lauren-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-officer-annual-incentive-plan-polo-ralph-lauren-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-officer-annual-incentive-plan-polo-ralph-lauren-corp.html","title":{"rendered":"Executive Officer Annual Incentive Plan &#8211; Polo Ralph Lauren Corp."},"content":{"rendered":"<pre>                          POLO RALPH LAUREN CORPORATION\n                     EXECUTIVE OFFICER ANNUAL INCENTIVE PLAN\n\n\n1.   Purpose.\n\n     The purposes of the Plan are to promote the success of the Company; to\nprovide designated Executive Officers with an opportunity to receive incentive\ncompensation dependent upon that success; to attract, retain and motivate such\nindividuals; and to provide Awards that are \"qualified performance-based\ncompensation\" under Section 162(m) of the Code.\n\n2.   Definitions.\n\n                     \"Award\" means an incentive award made pursuant to the Plan.\n\n     \"Award Formula\" means one or more objective formulas or standards\nestablished by the Committee for purposes of determining an Award based on the\nlevel of performance with respect to one or more Performance Goals. Award\nFormulas may vary from Performance Period to Performance Period and from\nParticipant to Participant and may be established on a stand-alone basis, in\ntandem or in the alternative.\n\n     \"Award Schedule\" means the Award Schedule established pursuant to Section\n4.1.\n\n     \"Beneficiary\" mean the person(s) designated by the Participant, in writing\non a form provided by the Committee, to receive payments under the Plan in the\nevent of his death while a Participant or, in the absence of such designation,\nthe Participant's estate.\n\n     \"Board of Directors\" means the Board of Directors of the Company.\n\n     \"Code\" means the Internal Revenue Code of 1986, as amended.\n\n     \"Committee\" means a committee or subcommittee of the Board of Directors\ndesignated by the Board of Directors to administer the Plan and composed of not\nless than two directors, each of whom is intended to be an \"outside director\"\n(within the meaning of Code Section 162(m)).\n\n     \"Company\" means Polo Ralph Lauren Corporation and its successors.\n\n     \"Covered Employee\" means a covered employee within the meaning of Code\nSection 162(m)(3).\n\n     \"Determination Period\" means, with respect to a Performance Period\napplicable\n\n                                       1\n   2\nto any Award under the Plan, the period commencing with the first day of such\nPerformance Period and ending on the earlier to occur of (i) 90 days after the\ncommencement of the Performance Period and (ii) the date upon which twenty-five\npercent (25%) of the Performance Period shall have elapsed.\n\n     \"Executive Officer\" means a person who is an executive officer of the\nCompany for purposes of the Securities Exchange Act of 1934, as amended.\n\n     \"Participant\" means an Executive Officer selected from time to time by the\nCommittee to participate in the Plan.\n\n     \"Performance Goal\" means the level of performance established by the\nCommittee as the Performance Goal with respect to a Performance Measure.\nPerformance Goals may vary from Performance Period to Performance Period and\nfrom Participant to Participant and may be established on a stand-alone basis,\nin tandem or in the alternative.\n\n     \"Performance Measure\" means one or more of the following selected by the\nCommittee to measure Company and\/or business unit performance for a Performance\nPeriod: basic or diluted earnings per share; net revenues; gross profit; income\nbefore income taxes; income before income taxes less a charge for capital;\nreturn on capital and return on equity; each as determined in accordance with\ngenerally accepted accounting principles as consistently applied by the Company\nand, if so determined by the Committee prior to the expiration of the\nDetermination Period, adjusted, to the extent permitted under Section 162(m) of\nthe Code, to omit the effects of extraordinary items, gain or loss on the\ndisposal of a business segment, unusual or infrequently occurring events and\ntransactions and cumulative effects of changes in accounting principles.\nPerformance Measures may vary from Performance Period to Performance Period and\nfrom Participant to Participant and may be established on a stand-alone basis,\nin tandem or in the alternative.\n\n     \"Performance Period\" means one or more periods of time, as the Committee\nmay designate, over which the attainment of one or more Performance Goals will\nbe measured for the purpose of determining a Participant's right to payment in\nrespect of an Award.\n\n     \"Plan\" means the Polo Ralph Lauren Corporation Executive Officer Annual\nIncentive Plan.\n\n     \"Plan Year\" means the Company's fiscal year.\n\n3.   Participation.\n\n     3.1 Participants shall be selected by the Committee from among the\nExecutive Officers. The selection of an Executive Officer as a Participant for a\nPerformance Period shall not entitle such individual to be selected as a\nParticipant with respect to any other Performance Period.\n\n4.   Awards.\n\n     4.1 Award Schedules. With respect to each Performance Period with\n\n\n                                       2\n   3\nrespect to which an Award may be earned by a Participant under the Plan, prior\nto the expiration of the Determination Period the Committee shall establish in\nwriting for such Performance Period an Award Schedule for each Participant. The\nAward Schedule shall set forth the applicable Performance Period, Performance\nMeasure(s), Performance Goal(s), and Award Formula(s) and such other information\nas the Committee may determine. Once established for a Plan Year, such items\nshall not be amended or otherwise modified to the extent such amendment or\nmodification would cause the compensation payable pursuant to the Award to fail\nto constitute qualified performance based compensation under Code Section\n162(m). Award Schedules may vary from Performance Period to Performance Period\nand from Participant to Participant.\n\n     4.2 Determination of Awards. A Participant shall be eligible to receive\npayment in respect of an Award only to the extent that the Performance Goal(s)\nfor such Award are achieved and the Award Formula as applied against such\nPerformance Goal(s) determines that all of some portion of such Participant's\nAward has been earned for the Performance Period. As soon as practicable after\nthe close of each Performance Period, the Committee shall meet to review and\ncertify in writing whether, and to what extent, the Performance Goals for the\nPerformance Period have been achieved and, if so, to calculate and certify in\nwriting that amount of the Award earned by each Participant for such Performance\nPeriod based upon such Participant's Award Formula. The Committee shall then\ndetermine the actual amount of the Award to be paid to each Participant and, in\nso doing, may use negative discretion to decrease, but not increase, the amount\nof the Award otherwise payable to the Participant based upon such performance.\nAnything in this Plan to the contrary notwithstanding, the maximum Award payable\nto any Participant with respect to each Plan Year (or portion thereof) contained\nwithin a Performance Period shall be $10,000,000.\n\n     4.3 Payment of Awards. Awards shall be paid in a lump sum cash payment as\nsoon as practicable after the amount thereof has been determined and certified\nin accordance with Section 4.2. The Committee may, subject to such terms and\nconditions and within such limits as it may from time to time establish, permit\none or more Participants to defer the receipt of amounts due under the Plan in a\nmanner consistent with the requirements of Code Section 162(m) so that any\nincrease in the amount of an Award that is deferred shall be based either on a\nreasonable rate of interest or the performance of a predetermined investment in\naccordance with Treasury Regulation 1.162-27(e)(2)(iii)(B). If any Award which\nis earned pursuant to this Section 4 is paid prior to the time determined when\nthe Award was initially granted, the amount of such Award shall be reduced by an\nappropriate discount factor determined by the Committee.\n\n\n\n                                       3\n   4\n5.   Termination of Employment.\n\n     5.1 Termination of Employment Prior to the Last Day of the Performance\nPeriod. Except as otherwise determined by the Committee, no Award with respect\nto a Performance Period will be payable to any Participant who is not an\nemployee of the Company on the last day of such Performance Period.\n\n6.   Administration.\n\n     6.1 In General. The Committee shall have full and complete authority, in\nits sole and absolute discretion, (i) to exercise all of the powers granted to\nit under the Plan, (ii) to construe, interpret and implement the Plan and any\nrelated document, (iii) to prescribe, amend and rescind rules relating to the\nPlan, (iv) to make all determinations necessary or advisable in administering\nthe Plan, and (v) to correct any defect, supply any omission and reconcile any\ninconsistency in the Plan.\n\n     6.2 Determinations. The actions and determinations of the Committee or\nothers to whom authority is delegated under the Plan on all matters relating to\nthe Plan and any Awards shall be final and conclusive. Such determinations need\nnot be uniform and may be made selectively among persons who receive, or are\neligible to receive, Awards under the Plan, whether or not such persons are\nsimilarly situated.\n\n     6.3 Appointment of Experts. The Committee may appoint such accountants,\ncounsel, and other experts as it deems necessary or desirable in connection with\nthe administration of the Plan.\n\n     6.4 Delegation. The Committee may delegate to others the authority to\nexecute and deliver such instruments and documents, to do all such acts and\nthings, and to take all such other steps deemed necessary, advisable or\nconvenient for the effective administration of the Plan in accordance with its\nterms and purposes, except that the Committee shall not delegate any authority\nwith respect to decisions regarding Plan eligibility or the amount, timing or\nother material terms of Awards.\n\n     6.5 Books and Records. The Committee and others to whom the Committee has\ndelegated such duties shall keep a record of all their proceedings and actions\nand shall maintain all such books of account, records and other data as shall be\nnecessary for the proper administration of the Plan.\n\n     6.6 Payment of Expenses. The Company shall pay all reasonable expenses of\nadministering the Plan, including, but not limited to, the payment of\nprofessional and expert fees.\n\n     6.7 Code Section 162(m). It is the intent of the Company that this Plan and\nAwards satisfy the applicable requirements of Code Section 162(m) so that the\nCompany's tax deduction for remuneration in respect of this Plan for services\nperformed by Participants who are or may be Covered Employees is not disallowed\nin whole or in part by the operation of such Code Section. If any provision of\nthis Plan or if any Award would otherwise frustrate or conflict with such\nintent, that provision to the extent possible shall be interpreted and deemed\namended so as to avoid such conflict, and, to the extent of any remaining\nirreconcilable conflict with such intent, that provision shall be deemed void as\napplicable to such Covered Employees.\n\n\n                                       4\n   5\n7.   Miscellaneous.\n\n     7.1 Nonassignability. No Award shall be assignable or transferable\n(including pursuant to a pledge or security interest) other than by will or by\nlaws of descent and distribution.\n\n     7.2 Withholding Taxes. Whenever payments under the Plan are to be made or\ndeferred, the Company will withhold therefrom, or from any other amounts payable\nto or in respect of the Participant, an amount sufficient to satisfy any\napplicable governmental withholding tax requirements related thereto.\n\n     7.3 Amendment or Termination of the Plan. The Plan may be amended or\nterminated by the Board of Directors in any respect except that (i) no amendment\nmay be made after the date on which an Executive Officer is selected as a\nParticipant for a Performance Period that would adversely affect the rights of\nsuch Participant with respect to such Performance Period without the consent of\nthe affected Participant and (ii) no amendment shall be effective without the\napproval of the stockholders of the Company to increase the maximum Award\npayable under the Plan or if, in the opinion of counsel to the Company, such\napproval is necessary to satisfy the intent set forth in Section 6.7.\n\n     7.4 Other Payments or Awards. Nothing contained in the Plan will be deemed\nin any way to limit or restrict the Company from making any award or payment to\nany person under any other plan, arrangement or understanding, whether now\nexisting or hereafter in effect.\n\n     7.5 Payments to Other Persons. If payments are legally required to be made\nto any person other than the person to whom any amount is payable under the\nPlan, such payments will be made accordingly. Any such payment will be a\ncomplete discharge of the liability of the Company under the Plan.\n\n     7.6 Unfunded Plan. Nothing in this Plan will require the Company to\npurchase assets or place assets in a trust or other entity to which\ncontributions are made or otherwise to segregate any assets for the purpose of\nsatisfying any obligations under the Plan. Participants will have no rights\nunder the Plan other than as unsecured general creditors of the Company.\n\n     7.7 Limits of Liability. Neither the Company nor any other person\nparticipating in any determination of any question under the Plan, or in the\ninterpretation, administration or application of the Plan, will have any\nliability to any party for any action taken or not taken in good faith under the\nPlan.\n\n     7.8 No Right of Employment. Nothing in this Plan will be construed as\ncreating any contract of employment or conferring upon any Participant any right\nto continue in the employ or other service of the Company or limit in any way\nthe right of the Company to change such person's compensation or other benefits\nor to terminate the employment or other service of such person with or without\nCause.\n\n     7.9 Section Headings. The section headings contained herein are for\nconvenience only, and in the event of any conflict, the text of the Plan, rather\nthan the\n\n\n                                       5\n   6\nsection headings, will control.\n\n     7.10 Invalidity. If any term or provision contained herein is to any extent\ninvalid or unenforceable, such term or provision will be reformed so that it is\nvalid, and such invalidity or unenforceability will not affect any other\nprovision or part hereof.\n\n     7.11 Applicable Law. The Plan will be governed by the laws of the State of\nNew York, as determined without regard to the conflict of law principles\nthereof.\n\n     7.12 Effective Date\/Term. The Plan shall be effective only upon the\napproval by the shareholders of the Company in a manner consistent with the\nshareholder approval requirements of Code Section 162(m), and shall be effective\nfor the Plan Year in which such approval occurs and each of the next four\nsucceeding Plan Years unless sooner terminated by the Board of Directors in\naccordance with Section 7.3. For the fifth succeeding Plan Year, the Plan shall\nremain in effect in accordance with its terms unless amended or terminated by\nthe Board of Directors, and the Committee shall make the determinations required\nby Section 4 for such Plan Year, but the Plan shall be submitted for re-approval\nby the shareholders of the Company at the annual meeting of shareholders held\nduring such fifth Plan Year, and payment of all Awards under the Plan for such\nPlan Year and any future Plan Years shall be contingent upon such approval.\n\n\n\n                                       6\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":[9539,9546],"class_list":["post-39893","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__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39893","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=39893"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39893"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39893"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39893"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}