{"id":40822,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/indemnification-agreement-polo-ralph-lauren-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"indemnification-agreement-polo-ralph-lauren-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/indemnification-agreement-polo-ralph-lauren-corp.html","title":{"rendered":"Indemnification Agreement &#8211; Polo Ralph Lauren Corp."},"content":{"rendered":"<pre>\n                        FORM OF INDEMNIFICATION AGREEMENT\n\n\n                  AGREEMENT, made this      day of          , between Polo \nRalph Lauren Corporation, a Delaware corporation (the 'Company'), and (the \n'Indemnitee').\n\n                  WHEREAS, it is essential to the Company and its stockholders\nto attract and retain qualified and capable directors, officers, employees,\nagents and fiduciaries; and\n\n                  WHEREAS, the Amended and Restated Certificate of Incorporation\nof the Company (the 'Restated Certificate of Incorporation') requires the\nCompany to indemnify and advance expenses to its directors and officers to the\nfullest extent authorized by law and allows the Company to indemnify employees\nand agents to the fullest extent authorized by law; and\n\n                  WHEREAS, it is the policy of the Company to indemnify its\ndirectors and officers so as to provide them with the maximum possible\nprotection permitted by law; and\n\n                  WHEREAS, in recognition of Indemnitee's need for protection\nagainst personal liability in order to induce Indemnitee to serve or continue to\nserve the Company in an effective manner, and, in the case of directors and\nofficers, to supplement or replace the Company's directors' and officers'\nliability insurance coverage, and in part to provide Indemnitee with specific\ncontractual assurance that the protection promised by the Restated Certificate\nof Incorporation will be available to Indemnitee (regardless of, among other\nthings, any amendment to or revocation of the Restated Certificate of\nIncorporation or any change in the composition of the Company's Board of\nDirectors or any acquisition transaction relating to the Company), the Company,\nwith the prior approval of the Company's stockholders, wishes to provide the\nIndemnitee with the benefits contemplated by this Agreement; and\n\n                  WHEREAS, as a result of the provision of such benefits\nIndemnitee has agreed to serve or to continue to serve the Company;\n\n                  NOW, THEREFORE, the parties hereto do hereby agree as follows:\n\n                  1. Definitions. The following terms, as used herein, shall\nhave the following respective meanings:\n\n\n\n\n                                                                               2\n\n\n\n\n                  (a) An Affiliate: of a specified Person is a Person who\ndirectly, or indirectly through one or more intermediaries, controls or is\ncontrolled by, or is under common control with, the Person specified. The term\nAssociate used to indicate a relationship with any Person shall mean (i) any\ncorporation or organization (other than the Company or a Subsidiary) of which\nsuch Person is an officer or partner or is, directly, or indirectly, the\nBeneficial Owner of ten (10) percent or more of any class of Equity Securities,\n(ii) any trust or other estate in which such Person has a substantial beneficial\ninterest or as to which such Person serves as trustee or in a similar fiduciary\ncapacity (other than an Employee Plan Trustee), (iii) any Relative of such\nPerson, or (iv) any officer or director of any corporation controlling or\ncontrolled by such Person.\n\n                  (b) Beneficial Ownership: shall be determined, and a Person\nshall be the Beneficial Owner of all securities which such Person is deemed to\nown beneficially, pursuant to Rule 13d-3 of the General Rules and Regulations\nunder the Securities Exchange Act of 1934, as amended (or any successor rule or\nstatutory provision), or, if said Rule 13d-3 shall be rescinded and there shall\nbe no successor rule or statutory provision thereto, pursuant to said Rule 13d-3\nas in effect on the date hereof; provided, however, that a Person shall, in any\nevent, also be deemed to be the Beneficial Owner of any Voting Shares: (A) of\nwhich such Person or any of its Affiliates or Associates is, directly or\nindirectly, the Beneficial Owner, or (B) of which such Person or any of its\nAffiliates or Associates has (i) the right to acquire (whether such right is\nexercisable immediately or only after the passage of time), pursuant to any\nagreement, arrangement or understanding or upon the exercise of conversion\nrights, exchange rights, warrants, or options, or otherwise, or (ii) sole or\nshared voting or investment power with respect thereto pursuant to any\nagreement, arrangement, understanding, relationship or otherwise (but shall not\nbe deemed to be the Beneficial Owner of any Voting Shares solely by reason of a\nrevocable proxy granted for a particular meeting of stockholders, pursuant to a\npublic solicitation of proxies for such meeting, with respect to shares of which\nneither such Person nor any such Affiliate or Associate is otherwise deemed the\nBeneficial Owner), or (C) of which any other Person is, directly or indirectly,\nthe Beneficial Owner if such first mentioned Person or any of its Affiliates or\nAssociates acts with such other Person as a partnership, syndicate or other\ngroup pursuant to any agreement, arrangement or understanding for the purpose of\nacquiring, holding, voting or disposing of any shares of capital stock of the\nCompany; and provided further, however, that (i) no director or officer of the\nCompany, nor any Associate or Affiliate of any such director or officer, shall,\nsolely by reason of any or all of such directors and officers acting in their\ncapacities as such, be deemed for any purposes hereof, to be the Beneficial\nOwner of any Voting Shares of which any other such director or officer (or any\nAssociate or Affiliate thereof) is the Beneficial Owner and (ii) no trustee of\nan employee stock ownership or similar plan of the Company or any Subsidiary\n('Employee Plan Trustee') or any Associate or Affiliate of any such Trustee,\nshall,\n\n\n\n\n                                                                               3\n\n\n\n\nsolely by reason of being an Employee Plan Trustee or Associate or Affiliate of\nan Employee Plan Trustee, be deemed for any purposes hereof to be the Beneficial\nOwner of any Voting Shares held by or under any such plan.\n\n                  (c) A Change in Control: shall be deemed to have occurred if\n(A) any Person (other than (i) the Company or any Subsidiary, (ii) any pension,\nprofit sharing, employee stock ownership or other employee benefit plan of the\nCompany or any Subsidiary or any trustee of or fiduciary with respect to any\nsuch plan when acting in such capacity, or (iii) any Person who is as of [ ](1),\n1997 the Beneficial Owner of 20% or more of the total voting power of the Voting\nShares) is or becomes, after the date of this Agreement, the Beneficial Owner of\n20% or more of the total voting power of the Voting Shares, (B) during any\nperiod of two consecutive years, individuals who at the beginning of such period\nconstitute the Board of Directors of the Company and any new director whose\nelection or appointment by the Board of Directors or nomination or\nrecommendation for election by the Company's stockholders was approved by a vote\nof at least two-thirds (2\/3) of the directors then still in office who either\nwere directors at the beginning of the period or whose election or nomination\nfor election was previously so approved, cease for any reason to constitute a\nmajority thereof, (C) the stockholders of the Company approve a merger or\nconsolidation of the Company with any other corporation, other than a merger or\nconsolidation which would result in the Voting Shares of the Company outstanding\nimmediately prior thereto continuing to represent (either by remaining\noutstanding or by being converted into Voting Shares of the surviving entity) at\nleast 80% of the total voting power represented by the Voting Shares of the\nCompany or such surviving entity outstanding, or the stockholders of the Company\napprove a plan of complete liquidation of the Company or an agreement for the\nsale or disposition by the Company of all or substantially all of the Company's\nassets, or (D) a change in control of a nature that would be required to be\nreported in response to Item 5(f) of Schedule 14A of Regulation 14 promulgated\nunder the Securities Act of 1934, as amended, as in effect on the date hereof.\n\n                  (d) Claim: means any threatened, pending or completed action,\nsuit, arbitration or proceeding, or any inquiry or investigation, whether\nbrought by or in the right of the Company or otherwise, that Indemnitee in good\nfaith believes might lead to the institution of any such action, suit,\narbitration or proceeding, whether civil, criminal, administrative,\ninvestigative or other, or any appeal therefrom.\n\n--------\n(1) Use date immediately following date of restructuring.\n\n\n\n\n                                                                               4\n\n\n\n\n                  (e) Equity Security: shall have the meaning given to such term\nunder Rule 3a11-1 of the General Rules and Regulations under the Securities\nExchange Act of 1934, as in effect on the date hereof.\n\n                  (f) D&amp;O Insurance: means any valid directors' and officers'\nliability insurance policy maintained by the Company for the benefit of the\nIndemnitee, if any.\n\n                  (g) Determination: means a determination, and 'Determined'\nmeans a matter which has been determined based on the facts known at the time,\nby: (i) a majority vote of a quorum of disinterested directors, or (ii) if such\na quorum is not obtainable, or even if obtainable, if a quorum of disinterested\ndirectors so directs, by independent legal counsel in a written opinion, or, in\nthe event there has been a Change in Control, by the Special Independent Counsel\n(in a written opinion) selected by Indemnitee as set forth in Section 6, or\n(iii) a majority of the disinterested stockholders of the Company, or (iv) a\nfinal adjudication by a court of competent jurisdiction.\n\n                  (h) Excluded Claim: means any payment for Losses or Expenses\nin connection with any Claim: (i) based upon or attributable to Indemnitee\ngaining in fact any personal profit or advantage to which Indemnitee is not\nentitled; or (ii) for the return by Indemnitee of any remuneration paid to\nIndemnitee without the previous approval of the stockholders of the Company\nwhich is illegal; or (iii) for an accounting of profits in fact made from the\npurchase or sale by Indemnitee of securities of the Company within the meaning\nof Section 16 of the Securities Exchange Act of 1934, as amended, or similar\nprovisions of any state law; or (iv) resulting from Indemnitee's knowingly\nfraudulent, dishonest or willful misconduct; or (v) the payment of which by the\nCompany under this Agreement is not permitted by applicable law.\n\n                  (i) Expenses: means any reasonable expenses incurred by\nIndemnitee as a result of a Claim or Claims made against Indemnitee for\nIndemnifiable Events including, without limitation, attorneys' fees and all\nother costs, expenses and obligations paid or incurred in connection with\ninvestigating, defending, being a witness in or participating in (including on\nappeal), or preparing to defend, be a witness in or participate in any Claim\nrelating to any Indemnifiable Event.\n\n                  (j) Fines: means any fine, penalty or, with respect to an\nemployee benefit plan, any excise tax or penalty assessed with respect thereto.\n\n                  (k) Indemnifiable Event: means any event or occurrence,\noccurring prior to or after the date of this Agreement, related to the fact that\nIndemnitee is or was a director, officer, employee, trustee, agent or fiduciary\nof the\n\n\n\n\n                                                                               5\n\n\n\n\nCompany or its Predecessor Entities, or is or was serving at the request of the\nCompany or its Predecessor Entities as a director, officer, employee, trustee,\nagent or fiduciary of another corporation, partnership, joint venture, employee\nbenefit plan, trust or other enterprise, or by reason of anything done or not\ndone by Indemnitee, including, but not limited to, any breach of duty, neglect,\nerror, misstatement, misleading statement, omission, or other act done or\nwrongfully attempted by Indemnitee, or any of the foregoing alleged by any\nclaimant, in any such capacity.\n\n                  (l) Losses: means any amounts or sums which Indemnitee is\nlegally obligated to pay as a result of a Claim or Claims made against\nIndemnitee for Indemnifiable Events including, without limitation, damages,\njudgments and sums or amounts paid in settlement of a Claim or Claims, and\nFines.\n\n                  (m) Person: means any individual, partnership, corporation,\nbusiness trust, joint stock company, trust, unincorporated association, joint\nventure, governmental authority or other entity of whatever nature.\n\n                  (n) Potential Change in Control: shall be deemed to have\noccurred if (A) the Company enters into an agreement, the consummation of which\nwould result in the occurrence of a Change in Control; (B) any Person (including\nthe Company) publicly announces an intention to take or to consider taking\nactions which if consummated would constitute a Change in Control; (C) any\nPerson (other than (i) the Company or any Subsidiary, (ii) any pension, profit\nsharing, employee stock ownership or other employee benefit plan of the Company\nor any Subsidiary or any trustee of or fiduciary with respect to any such plan\nwhen acting in such capacity, or (iii) any Person who is as of [ ], 1997 the\nBeneficial Owner of 20% or more of the total voting power of the Voting Shares),\nwho is or becomes the Beneficial Owner of 9.5% or more of the total voting power\nof the Voting Shares, increases his Beneficial Ownership of such voting power by\n5% or more over the percentage so owned by such Person on the date hereof; or\n(D) the Board of Directors adopts a resolution to the effect that, for purposes\nof this Agreement, a Potential Change in Control has occurred.\n\n                  (o) Predecessor Entities: includes: Polo Ralph Lauren\nCorporation, Polo Ralph Lauren Womenswear, Inc., Polo Ralph Lauren, L.P., Polo\nRalph Lauren Enterprises, L.P., The Polo\/Lauren Company, L.P., The Ralph Lauren\nWomenswear Company, L.P. and all of their Affiliates.\n\n                  (p) Relative: means a Person's spouse, parents, children,\nsiblings, mothers- and father-in-law, sons- and daughters-in-law, and brothers-\nand sisters-in-law.\n\n\n\n\n\n                                                                               6\n\n\n\n\n                  (q) Reviewing Party: means any appropriate person or body\nconsisting of a member or members of the Company's Board of Directors or any\nother person or body appointed by the Board (including the Special Independent\nCounsel referred to in Section 6) who is not a party to the particular Claim for\nwhich Indemnitee is seeking indemnification.\n\n                  (r) Subsidiary: means any corporation of which fifty percent\nof any class of Equity Security is owned, directly or indirectly, by the\nCompany.\n\n                  (s) Trust: means the trust established pursuant to Section 7\nhereof.\n\n                  (t) Voting Shares: means any issued and outstanding shares of\ncapital stock of the Company entitled to vote generally in the election of\ndirectors.\n\n         2. Basic Indemnification Agreement. In consideration of, and as an\ninducement to, the Indemnitee rendering valuable services to the Company, the\nCompany agrees that in the event Indemnitee is or becomes a party to or witness\nor other participant in, or is threatened to be made a party to or witness or\nother participant in, a Claim by reason of (or arising in part out of) an\nIndemnifiable Event, the Company will indemnify Indemnitee to the fullest extent\nauthorized by law, against any and all Expenses and Losses (including all\ninterest, assessments and other charges paid or payable in connection with or in\nrespect of such Expenses and Losses) of such Claim, whether or not such Claim\nproceeds to judgment or is settled or otherwise is brought to a final\ndisposition, subject in each case, to the further provisions of this Agreement.\n\n         3. Limitations on Indemnification. Notwithstanding the provisions of\nSection 2, Indemnitee shall not be indemnified and held harmless from any Losses\nor Expenses (a) which have been Determined, as provided herein, to constitute an\nExcluded Claim; (b) to the extent Indemnitee is indemnified by the Company and\nhas actually received payment pursuant to the Restated Certificate of\nIncorporation, D&amp;O Insurance, or otherwise; or (c) other than pursuant to the\nlast sentence of Section 4(d) or Section 14, in connection with any Claim\ninitiated by Indemnitee, unless the Company has joined in or the Board of\nDirectors has authorized such Claim.\n\n         4. Indemnification Procedures.\n\n                  (a) Promptly after receipt by Indemnitee of notice of any\nClaim, Indemnitee shall, if indemnification with respect thereto may be sought\nfrom the Company under this Agreement, notify the Company of the commencement\nthereof and Indemnitee agrees further not to make any admission or effect any\n\n\n\n\n                                                                               7\n\n\n\n\nsettlement with respect to such Claim without the consent of the Company, except\nany Claim with respect to which the Indemnitee has undertaken the defense in\naccordance with the second to last sentence of Section 4(d).\n\n                  (b) If, at the time of the receipt of such notice, the Company\nhas D&amp;O Insurance in effect, the Company shall give prompt notice of the\ncommencement of Claim to the insurers in accordance with the procedures set\nforth in the respective policies. The Company shall thereafter take all\nnecessary or desirable action to cause such insurers to pay, on behalf of\nIndemnitee, all Losses and Expenses payable as a result of such Claim.\n\n                  (c) To the extent the Company does not, at the time of the\nClaim have applicable D&amp;O Insurance, or if a Determination is made that any\nExpenses arising out of such Claim will not be payable under the D&amp;O Insurance\nthen in effect, the Company shall be obligated to pay the Expenses of any Claim\nin advance of the final disposition thereof and the Company, if appropriate,\nshall be entitled to assume the defense of such Claim, with counsel satisfactory\nto Indemnitee, upon the delivery to Indemnitee of written notice of its election\nso to do. After delivery of such notice, the Company will not be liable to\nIndemnitee under this Agreement for any legal or other Expenses subsequently\nincurred by the Indemnitee in connection with such defense other than reasonable\nExpenses of investigation; provided that Indemnitee shall have the right to\nemploy its counsel in such Claim but the fees and expenses of such counsel\nincurred after delivery of notice from the Company of its assumption of such\ndefense shall be at the Indemnitee's expense; provided further that if: (i) the\nemployment of counsel by Indemnitee has been previously authorized by the\nCompany; (ii) Indemnitee shall have reasonably concluded that there may be a\nconflict of interest between the Company and Indemnitee in the conduct of any\nsuch defense; or (iii) the Company shall not, in fact, have employed counsel to\nassume the defense of such action, the reasonable fees and expenses of counsel\nshall be at the expense of the Company.\n\n                  (d) All payments on account of the Company's indemnification\nobligations under this Agreement shall be made within sixty (60) days of\nIndemnitee's written request therefor unless a Determination is made that the\nClaims giving rise to Indemnitee's request are Excluded Claims or otherwise not\npayable under this Agreement, provided that all payments on account of the\nCompany's obligation to pay Expenses under Section 4(c) of this Agreement prior\nto the final disposition of any Claim shall be made within 20 days of\nIndemnitee's written request therefor and such obligation shall not be subject\nto any such Determination but shall be subject to Section 4(e) of this\nAgreement. In the event the Company takes the position that the Indemnitee is\nnot entitled to indemnification in connection with the proposed settlement of\nany Claim, the Indemnitee shall have the right at its own expense to undertake\ndefense of any such Claim, insofar as such\n\n\n\n\n                                                                               8\n\n\n\n\nproceeding involves Claims against the Indemnitee, by written notice given to\nthe Company within 10 days after the Company has notified the Indemnitee in\nwriting of its contention that the Indemnitee is not entitled to\nindemnification. If it is subsequently determined in connection with such\nproceeding that the Indemnifiable Events are not Excluded Claims and that the\nIndemnitee, therefore, is entitled to be indemnified under the provisions of\nSection 2 hereof, the Company shall promptly indemnify the Indemnitee.\n\n                  (e) Indemnitee hereby expressly undertakes and agrees to\nreimburse the Company for all Losses and Expenses paid by the Company in\nconnection with any Claim against Indemnitee in the event and only to the extent\nthat a Determination shall have been made by a court of competent jurisdiction\nin a decision from which there is no further right to appeal that Indemnitee is\nnot entitled to be indemnified by the Company for such Losses and Expenses\nbecause the Claim is an Excluded Claim or because Indemnitee is otherwise not\nentitled to payment under this Agreement.\n\n         5. Settlement. The Company shall have no obligation to indemnify\nIndemnitee under this Agreement for any amounts paid in settlement of any Claim\neffected without the Company's prior written consent. The Company shall not\nsettle any Claim in which it takes the position that Indemnitee is not entitled\nto indemnification in connection with such settlement without the consent of the\nIndemnitee, nor shall the Company settle any Claim in any manner which would\nimpose any Fine or any obligation on Indemnitee, without Indemnitee's written\nconsent. Neither the Company nor Indemnitee shall unreasonably withhold their\nconsent to any proposed settlement.\n\n         6. Change in Control; Extraordinary Transactions. The Company and\nIndemnitee agree that if there is a Change in Control of the Company (other than\na Change in Control which has been approved by a majority of the Company's Board\nof Directors who were directors immediately prior to such Change in Control)\nthen all Determinations thereafter with respect to the rights of Indemnitee to\nbe paid Losses and Expenses under this Agreement shall be made only by a special\nindependent counsel (the 'Special Independent Counsel') selected by Indemnitee\nand approved by the Company (which approval shall not be unreasonably withheld)\nor by a court of competent jurisdiction. The Company shall pay the reasonable\nfees of such Special Independent Counsel and shall indemnify such Special\nIndependent Counsel against any and all reasonable expenses (including\nreasonable attorneys' fees), claims, liabilities and damages arising out of or\nrelating to this Agreement or its engagement pursuant hereto.\n\n         The Company covenants and agrees that, in the event of a Change in\nControl of the sort set forth in clause (B) of Section 1(c), the Company will\nuse its\n\n\n\n\n                                                                               9\n\n\n\n\nbest efforts (a) to have the obligations of the Company under this Agreement\nincluding, but not limited to those under Section 7, expressly assumed by the\nsurviving, purchasing or succeeding entity, or (b) otherwise to adequately\nprovide for the satisfaction of the Company's obligations under this Agreement,\nin a manner reasonably acceptable to the Indemnitee.\n\n         7. Establishment of Trust. In the event of a Potential Change in\nControl, the Company shall, upon written request by Indemnitee, create a trust\n(the 'Trust') for the benefit of the Indemnitee and from time to time upon\nwritten request of Indemnitee shall fund the Trust in an amount sufficient to\nsatisfy any and all Losses and Expenses which are actually paid or which\nIndemnitee reasonably determines from time to time may be payable by the Company\nunder this Agreement. The amount or amounts to be deposited in the Trust\npursuant to the foregoing funding obligation shall be determined by the\nReviewing Party, in any case in which the Special Independent Counsel is\ninvolved. The terms of the Trust shall provide that upon a Change in Control:\n(i) the Trust shall not be revoked or the principal thereof invaded without the\nwritten consent of the Indemnitee; (ii) the trustee of the Trust shall advance,\nwithin twenty days of a request by the Indemnitee, any and all Expenses to the\nIndemnitee (and the Indemnitee hereby agrees to reimburse the Trust under the\ncircumstances under which the Indemnitee would be required to reimburse the\nCompany under Section 4(e) of this Agreement); (iii) the Company shall continue\nto fund the Trust from time to time in accordance with the funding obligations\nset forth above; (iv) the trustee of the Trust shall promptly pay to the\nIndemnitee all Losses and Expenses for which the Indemnitee shall be entitled to\nindemnification pursuant to this Agreement; and (v) all unexpended funds in the\nTrust shall revert to the Company upon a final determination by a court of\ncompetent jurisdiction in a final decision from which there is no further right\nof appeal that the Indemnitee has been fully indemnified under the terms of this\nAgreement. The Trustee of the Trust shall be chosen by the Indemnitee.\n\n         8. No Presumption. For purposes of this Agreement, the termination of\nany Claim by judgment, order, settlement (whether with or without court\napproval) or conviction, or upon a plea of nolo contendere, or its equivalent,\nshall not, of itself, create a presumption that Indemnitee did not meet any\nparticular standard of conduct or have any particular belief or that a court has\ndetermined that indemnification is not permitted by applicable law.\n\n         9. Non-exclusivity, Etc. The rights of the Indemnitee hereunder shall\nbe in addition to any other rights Indemnitee may have under the Restated\nCertificate of Incorporation, the Company's By-laws, the Delaware General\nCorporation Law, any vote of stockholders or disinterested directors or\notherwise, both as to action in the Indemnitee's official capacity and as to\naction in any other capacity by holding such office, and shall continue after\nthe Indemnitee ceases to\n\n\n\n\n                                                                              10\n\n\n\n\nserve the Company as a director, officer, employee, agent or fiduciary, for so\nlong as the Indemnitee shall be subject to any Claim by reason of (or arising in\npart out of) an Indemnifiable Event. To the extent that a change in the Delaware\nGeneral Corporation Law (whether by statute or judicial decision) permits\ngreater indemnification by agreement than would be afforded currently under the\nRestated Certificate of Incorporation and this Agreement, it is the intent of\nthe parties hereto that Indemnitee shall enjoy by this Agreement the greater\nbenefits so afforded by such change.\n\n                  10. Liability Insurance. To the extent the Company maintains\nan insurance policy or policies providing directors' and officers' liability\ninsurance, Indemnitee, if an officer or director of the Company, shall be\ncovered by such policy or policies, in accordance with its or their terms, to\nthe maximum extent of the coverage available for any director or officer of the\nCompany.\n\n                  11. Subrogation. In the event of payment under this Agreement,\nthe Company shall be subrogated to the extent of such payment to all of the\nrights of recovery of Indemnitee, who shall execute all papers required and\nshall do everything that may be necessary to secure such rights, including the\nexecution of such documents necessary to enable the Company effectively to bring\nsuit to enforce such rights.\n\n                  12. Partial Indemnity, Etc. If Indemnitee is entitled under\nany provision of this Agreement to indemnification by the Company for some or a\nportion of the Expenses and Losses of a Claim but not, however, for all of the\ntotal amount thereof, the Company shall nevertheless indemnify Indemnitee for\nthe portion thereof to which Indemnitee is entitled. Moreover, notwithstanding\nany other provision of this Agreement, to the extent that Indemnitee has been\nsuccessful on the merits or otherwise in defense of any or all Claims relating\nin whole or in part to any Indemnifiable Event or in defense of any issue or\nmatter therein, including dismissal without prejudice, Indemnitee shall be\nindemnified against all Expenses incurred in connection therewith. In connection\nwith any Determination as to whether Indemnitee is entitled to be indemnified\nhereunder the burden of proof shall be on the Company to establish that\nIndemnitee is not so entitled.\n\n                  13. Liability of Company. The Indemnitee agrees that neither\nthe stockholders nor the directors nor any officer, employee, representative or\nagent of the Company shall be personally liable for the satisfaction of the\nCompany's obligations under this Agreement and the Indemnitee shall look solely\nto the assets of the Company for satisfaction of any claims hereunder.\n\n\n\n\n\n                                                                              11\n\n\n\n\n         14. Enforcement.\n\n                  (a) Indemnitee's right to indemnification and other rights\nunder this Agreement shall be specifically enforceable by Indemnitee only in the\nstate or Federal courts of the States of Delaware or New York and shall be\nenforceable notwithstanding any adverse Determination by the Company's Board of\nDirectors, independent legal counsel, the Special Independent Counsel or the\nCompany's stockholders and no such Determination shall create a presumption that\nIndemnitee is not entitled to be indemnified hereunder. In any such action the\nCompany shall have the burden of proving that indemnification is not required\nunder this Agreement.\n\n                  (b) In the event that any action is instituted by Indemnitee\nunder this Agreement, or to enforce or interpret any of the terms of this\nAgreement, Indemnitee shall be entitled to be paid all court costs and\nreasonable expenses, including reasonable counsel fees, incurred by Indemnitee\nwith respect to such action, unless the court determines that each of the\nmaterial assertions made by Indemnitee as a basis for such action were not made\nin good faith or were frivolous.\n\n         15. Severability. In the event that any provision of this Agreement is\ndetermined by a court to require the Company to do or to fail to do an act which\nis in violation of applicable law, such provision (including any provision\nwithin a single section, paragraph or sentence) shall be limited or modified in\nits application to the minimum extent necessary to avoid a violation of law,\nand, as so limited or modified, such provision and the balance of this Agreement\nshall be enforceable in accordance with their terms to the fullest extent\npermitted by law.\n\n         16. Governing Law. This Agreement shall be governed by and construed in\naccordance with the laws of the State of Delaware applicable to agreements made\nand to be performed entirely within such State.\n\n         17. Consent to Jurisdiction. The Company and the Indemnitee each hereby\nirrevocably consent to the jurisdiction of the courts of the States of Delaware\nand New York for all purposes in connection with any action or proceeding which\narises out of or relates to this Agreement and agree that any action instituted\nunder this Agreement shall be brought only in the state and Federal courts of\nthe States of Delaware and New York.\n\n         18. Notices. All notices, or other communications required or permitted\nhereunder shall be sufficiently given for all purposes if in writing and\npersonally delivered, telegraphed, telexed, sent by facsimile transmission or\nsent by registered or certified mail, return receipt requested, with postage\nprepaid addressed as follows, or to such other address as the parties shall have\ngiven notice of pursuant hereto:\n\n\n\n\n                                                                              12\n\n\n\n\n                           (a)      If to the Company, to:\n\n                                    Victor Cohen, Esq.\n                                    Senior Vice President\n                                    and General Counsel\n                                    Polo Ralph Lauren Corporation\n                                    650 Madison Avenue\n                                    New York, New York 10022\n\n                           (b)      If to the Indemnitee, to:\n\n                                    ------------------------------\n                                    ------------------------------\n                                    ------------------------------\n                                    ------------------------------\n\n         19. Counterparts. This Agreement may be signed in counterparts, each of\nwhich shall be an original and all of which, when taken together, shall\nconstitute one and the same instrument.\n\n         20. Successors and Assigns. This Agreement shall be (i) binding upon\nall successors and assigns of the Company, including any direct or indirect\nsuccessor by purchase, merger, consolidation or otherwise to all or\nsubstantially all of the business and\/or assets of the Company, and (ii) shall\nbe binding upon and inure to the benefit of any successors and assigns, heirs,\nand personal or legal representatives of Indemnitee.\n\n         21. Amendment; Waiver. No amendment, modification, termination or\ncancellation of this Agreement shall be effective unless made in a writing\nsigned by each of the parties hereto. No waiver of any of the provisions of this\nAgreement shall be deemed or shall constitute a waiver of any other provision\nhereof (whether or not similar) nor shall such waiver constitute a continuing\nwaiver.\n\n\n\n\n                                                                        13\n\n\n\n\n                IN WITNESS WHEREOF, the Company and Indemnitee have executed\nthis Agreement as of the day and year first above written.\n\n\n\n                                        POLO RALPH LAUREN CORPORATION\n\n\n\n                                        By:\n                                            --------------------------\n                                        Name:\n                                        Title:\n\n\n\n                                        INDEMNITEE\n\n\n\n                                        ------------------------------\n                                        Name:\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":[9553,9557],"class_list":["post-40822","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-polo-ralph-lauren-corp","corporate_contracts_industries-consumer__clothing","corporate_contracts_types-corporate","corporate_contracts_types-corporate__indemn"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40822","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=40822"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40822"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40822"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40822"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}