EX-10.1



 




EXHIBIT 10.1




POLO RALPH LAUREN CORPORATION




EMPLOYMENT AGREEMENT




     AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made effective as of the
3rd day of April, 2005 (the “Effective Date”), by and between POLO RALPH LAUREN
CORPORATION, a Delaware corporation (the “Corporation”), and Mitchell Kosh (the “Executive”).



     WHEREAS, the Executive has been employed with the Corporation pursuant to an Employment
Agreement dated September 8, 2003 (the “2003 Employment Agreement”); and



     WHEREAS, the Corporation and Executive wish to amend and restate such 2003 Employment
Agreement effective as of the date hereof;



     NOW THEREFORE, in consideration of the mutual covenants and premises contained herein, the
parties hereby agree as follows:



ARTICLE I

EMPLOYMENT




     1.1 Employment Term. The Corporation hereby agrees to employ the Executive, and the
Executive hereby agrees to serve the Corporation, on the terms and conditions set forth herein.
The employment of the Executive by the Corporation shall be effective as of the date hereof and
continue until the close of business on the third anniversary of the Effective Date of this
Agreement (the “Term”), unless terminated earlier in accordance with Article II hereof.



     1.2 Position and Duties. During the Term the Executive shall faithfully, and in
conformity with the directions of the Board of Directors of the Corporation (the “Board”) or the
management of the Corporation (“Management”), perform the duties of his employment, and shall
devote to the performance of such duties his full time and attention. During the Term the
Executive shall serve in such position as the Board or Management may from time to time direct.
During the Term, the Executive may engage in outside activities provided those activities do not
conflict with the duties and responsibilities enumerated hereunder, and provided further that the
Executive gives written notice to the Board of any outside business activity that may require
significant expenditure of the Executive’s time in which the Executive plans to become involved,
whether or not such activity is pursued for profit. The Executive shall be excused from performing
any services hereunder during periods of temporary incapacity and during vacations in accordance
with the Corporation’s disability and vacation policies.



     1.3 Place of Performance. The Executive shall be employed at the principal offices of
the Corporation located in New York, New York, except for required travel on the Corporation’s
business. 



 









 





     1.4 Compensation and Related Matters.



          (a) Base Compensation. In consideration of his services during the Term, the
Corporation shall pay the Executive cash compensation at an annual rate not less than $600,000
(“Base Compensation”) upon the Effective Date. Executive’s Base Compensation shall be subject to
such increases as may be approved by the Board or Management. The Base Compensation shall be
payable as current salary, in installments not less frequently than monthly, and at the same rate
for any fraction of a month unexpired at the end of the Term.



          (b) Bonus. During the Term, the Executive shall have the opportunity to earn an
annual bonus in accordance with any annual bonus program the Corporation maintains that would be
applicable to the Executive as specified in Executive’s Terms of Employment Sheet dated April 14,
2005 (“Term Sheet”).



          (c) Stock Awards. During the Term, the Executive shall be eligible to participate in
the Polo Ralph Lauren Long-Term Stock Incentive Plan (the “Incentive Plan”). Stock awards are
normally granted annually in June of each year. All grants of stock options and Restricted
Performance Share Units (“RPSU”) are governed by the terms of the Incentive Plan and subject to
approval by the Compensation Committee of the Board of Directors.



          (d) Car Allowance. During the Term, the Corporation shall pay Executive a car
allowance of $1,500 per month.



          (e) Expenses. During the Term, the Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the Executive in performing services
hereunder, including all reasonable expenses of travel and living while away from home,
provided that such expenses are incurred and accounted for in accordance with the policies
and procedures established by the Corporation.



          (f) Vacations. During the Term, the Executive shall be entitled to the number of
vacation days in each calendar year, and to compensation in respect of earned but unused vacation
days, determined in accordance with the Corporation’s vacation program. The Executive shall also
be entitled to all paid holidays given by the Corporation to its employees.



          (g) Other Benefits. The Executive shall be entitled to participate in all of the
Corporation’s employee benefit plans and programs in effect during the Term as would by their terms
be applicable to the Executive, including, without limitation, any pension and retirement plan,
supplemental pension and retirement plan, deferred compensation plan, incentive plan, stock option
plan, life insurance plan, medical insurance plan, dental care plan, accidental death and
disability plan, and vacation, sick leave or personal leave program. After the Executive becomes
employed, the Corporation shall not make any changes in such plans or programs that would adversely
affect the Executive’s benefits thereunder, unless such change occurs pursuant to a program
applicable to other similarly situated employees of the Corporation and does not result in a
proportionately greater reduction in the rights or benefits of the Executive as compared with other
similarly situated employees of the Corporation. Except as otherwise specifically provided herein, nothing paid to the Executive under any plan or
program



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presently in effect or made available in the future shall be in lieu of the Base
Compensation or any bonus payable under Sections 1.4(a) and 1.4(b) hereof.



ARTICLE II

TERMINATION OF EMPLOYMENT




     2.1 Termination of Employment. The Executive’s employment may terminate prior to the
expiration of the Term under the following circumstances:



          (a) Without Cause. The Executive’s employment shall terminate upon the Corporation’s
notifying the Executive that his services will no longer be required.



          (b) Death. The Executive’s employment shall terminate upon the Executive’s death.



          (c) Disability. If, as a result of the Executive’s incapacity due to physical or
mental illness, the Executive shall have been absent and unable to perform the duties hereunder on
a full-time basis for an entire period of six consecutive months, the Executive’s employment may be
terminated by the Corporation following such six-month period.



          (d) Cause. The Corporation may terminate the Executive’s employment for Cause. For
purposes hereof, “Cause” shall mean:



               (i) deliberate or intentional failure by the Executive to substantially perform the material
duties of the Executive hereunder (other than due to Disability);



               (ii) an intentional act of fraud, embezzlement, theft or any other material violation of law;



               (iii) intentional wrongful damage to material assets of the Corporation;



               (iv) intentional wrongful disclosure of material confidential information of the Corporation;



               (v) intentional wrongful engagement in any competitive activity which would constitute a
breach of this Agreement and/or of the Executive’s duty of loyalty; or



               (vi) intentional breach of any material employment policy of the Corporation.


No act, or failure to act, on the part of the Executive shall be deemed “intentional” if it was due
primarily to an error in judgment or negligence, but shall be deemed “intentional” only if done, or
omitted to be done, by the Executive not in good faith and without reasonable belief that his
action or omission was in, or not opposed to, the best interest of the Corporation. Failure to meet


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performance standards or objectives of the Corporation shall not constitute Cause for purposes
hereof.




          (e) Voluntary Termination. The Executive may voluntarily terminate the Executive’s employment
with the Corporation at any time, with or without Good Reason. For purposes of this Agreement,
“Good Reason” shall mean (A) a material diminution in or adverse alteration to Executive’s title,
position or duties, including no longer reporting to Ralph Lauren, Chief Executive Officer, or
Roger Farah, Chief Operating Officer, (B) the relocation of the Executive’s principal office
outside the area which comprises a fifty (50) mile radius from New York City, or (C) a failure of
the Corporation to comply with any material provision of this Agreement provided that the events
described in clauses (A), (B), and (C) above shall not constitute Good Reason unless and until such
diminution, change, reduction or failure (as applicable) has not been cured within thirty (30) days
after notice of such noncompliance has been given by the Executive to the Corporation.



     2.2 Date of Termination. The date of termination shall be:



          (a) if the Executive’s employment is terminated by the Executive’s death, the date of the
Executive’s death;



          (b) if the Executive’s employment is terminated by reason of Executive’s Disability or by the
Corporation pursuant to Sections 2.1(a) or 2.1(d), the date specified by the Corporation; and



          (c) if the Executive’s employment is terminated by the Executive, the date on which the
Executive notifies the Corporation of his termination.



     2.3 Effect of Termination of Employment.



          (a) If the Executive’s employment is terminated by the Corporation, pursuant to Section
2.1(a), or if the Executive resigns for Good Reason pursuant to Section 2.1(e), the Executive shall
only be entitled to the following:



               (i) Severance. Subject to Section 4.1(a) hereof, the Corporation shall: (a) continue
to pay the Executive, in accordance with the Corporation’s normal payroll practice, his Base
Compensation, as in effect immediately prior to such termination of employment, for the longer of
the balance of the Term or the one-year period commencing on the date of such termination
(whichever period is applicable shall be referred to herein as the “Severance Period”); and (b) pay
to the Executive, on the last business day of the Severance Period, an amount equal to the bonus
paid to the Executive for the calendar year prior to the year in which his employment is
terminated. Notwithstanding the foregoing, in order to receive any severance benefits under this
Section 2.3(a)(i), the Executive must sign and not timely revoke a release and waiver of claims
against the Corporation, its successors, affiliates, and assigns, in a form acceptable to the
Corporation.



               (ii) Stock Awards. The Executive’s rights with respect to any stock awards provided
to the Executive by the Corporation shall be governed by the provisions



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of the Corporation’s Incentive Plan and the respective award agreements, if any, under which
such stock options were granted, except as provided in Section 4.1(a).



               (iii) Welfare Plan Coverages. The Executive shall continue to participate during the
Severance Period in any group medical, dental or life insurance plan he participated in prior to
the date of his termination, under substantially similar terms and conditions as an active
employee; provided that participation in such group medical, dental and life insurance plan
shall correspondingly cease at such time as the Executive (a) becomes eligible for a future
employer’s medical, dental and/or life insurance coverage (or would become eligible if the
Executive did not waive coverage) or (b) violates any of the provisions of Article III as
determined by the Corporation. Notwithstanding the foregoing, the Executive may not continue to
participate in such plans on a pre-tax or tax-favored basis.



               (iv) Retirement Plans. Without limiting the generality of the foregoing, it is
specifically provided that the Executive shall not accrue additional benefits under any pension
plan of the Corporation (whether or not qualified under Section 401(a) of the Internal Revenue Code
of 1986, as amended) during the Severance Period.



          (b) If the Executive’s employment is terminated by reason of the Executive’s death or
Disability, pursuant to Sections 2.1(b) and 2.1(c), the Executive (or the Executive’s designee or
estate) shall only be entitled to whatever welfare plans benefits are available to the Executive
pursuant to the welfare plans the Executive participated in prior to such termination, and whatever
stock awards may have been provided to the Executive by the Corporation the terms of which shall be
governed by the provisions of the Corporation’s Incentive Plan and the respective award agreements,
if any, under which such stock awards were provided.



          (c) If the Executive’s employment is terminated by either the Corporation for Cause or by the
Executive for other than Good Reason pursuant to Section 2.1(e) hereof, the Executive shall receive
only that portion of the Executive’s then current Base Compensation payable through the Executive’s
termination date. The Executive’s rights with respect to any stock awards provided to the
Executive by the Corporation shall be governed by the provisions of the Corporation’s Incentive
Plan and the respective award agreements, if any, under which such stock awards were provided. The
Corporation shall have no further obligations to the Executive as a result of the termination of
the Executive’s employment.



ARTICLE III

COVENANTS OF THE EXECUTIVE 




     3.1 Non-Compete.



          (a) The Corporation and the Executive acknowledge that: (i) the Corporation has a special
interest in and derives significant benefit from the unique skills and experience of the Executive;
(ii) the Executive will use and have access to proprietary and valuable Confidential Information
(as defined in Section 3.2 hereof) during the course of the Executive’s employment; and (iii) the
agreements and covenants contained herein are essential to protect the business and goodwill of the
Corporation or any of its subsidiaries, affiliates or



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licensees. Accordingly, except as hereinafter noted, the Executive covenants and agrees that
during the Term, and for the remainder of such Term following the termination of Executive’s
employment, the Executive shall not provide any labor, work, services or assistance (whether as an
officer, director, employee, partner, agent, owner, independent contractor, stockholder or
otherwise) to a “Competing Business.” For purposes hereof, “Competing Business” shall mean any
business engaged in the designing, marketing or distribution of premium lifestyle products,
including but not limited to apparel, home, accessories and fragrance products, which competes in
any material respects with the Corporation or any of its subsidiaries, affiliates or licensees, and
shall include, without limitation, those brands and companies that the Corporation and the
Executive have jointly designated in writing on the date hereof, which is incorporated herein by
reference and which is attached as Schedule A, as being in competition with the Corporation as of
the date hereof. Thus, Executive specifically acknowledges that Executive understands that, except
as provided in Section 3.1(b) he may not become employed by any Competing Business in any capacity
during the Term.



          (b) The non-compete provisions of this Section shall no longer be applicable to Executive if
he has been notified pursuant to Section 2.1(a) hereof that his services will no longer be required
during the Term or if the Executive has terminated his employment for Good Reason pursuant to
Section 2.1(e).



          (c) It is acknowledged by the Executive that the Corporation has determined to relieve the
Executive from any obligation of non-competition for periods after the Term, and/or if the
Corporation terminates the Executive’s employment under Section 2.1(a) or if the Executive has
terminated his employment for Good Reason pursuant to Section 2.1(e). In consideration of that,
and in consideration of all of the compensation provisions in this Agreement (including the
potential for the award of stock options that may be made to the Executive), Executive agrees to
the provisions of Section 3.1 and also agrees that the non-competition obligations imposed herein,
are fair and reasonable under all the circumstances.



     3.2 Confidential Information.



          (a) The Corporation owns and has developed and compiled, and will own, develop and compile,
certain proprietary techniques and confidential information as described below which have great
value to its business (referred to in this Agreement, collectively, as “Confidential Information”).
Confidential Information includes not only information disclosed by the Corporation and/or its
affiliates and licensees to Executive, but also information developed or learned by Executive
during the course of, or as a result of, employment hereunder, which information Executive
acknowledges is and shall be the sole and exclusive property of the Corporation. Confidential
Information includes all proprietary information that has or could have commercial value or other
utility in the business in which the Corporation is engaged or contemplates engaging, and all
proprietary information the unauthorized disclosure of which could be detrimental to the interests
of the Corporation. Whether or not such information is specifically labeled as Confidential
Information by the Corporation is not determinative. By way of example and without limitation,
Confidential Information includes any and all information developed, obtained or owned by the
Corporation and/or its affiliates and licensees concerning trade secrets, techniques, know-how
(including designs, plans, procedures, processes and research records), software, computer
programs, innovations, discoveries, improvements,



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research, development, test results, reports, specifications, data, formats, marketing data
and plans, business plans, strategies, forecasts, unpublished financial information, orders,
agreements and other forms of documents, price and cost information, merchandising opportunities,
expansion plans, designs, store plans, budgets, projections, customer, supplier and subcontractor
identities, characteristics and agreements, and salary, staffing and employment information.
Notwithstanding the foregoing, Confidential Information shall not in any event include (A)
Executive’s personal knowledge and know-how relating to merchandising and business techniques which
Executive has developed over his career in the apparel business and of which Executive was aware
prior to his employment, or (B) information which (i) was generally known or generally available to
the public prior to its disclosure to Executive; (ii) becomes generally known or generally
available to the public subsequent to disclosure to Executive through no wrongful act of any person
or (iii) which Executive is required to disclose by applicable law or regulation (provided that
Executive provides the Corporation with prior notice of the contemplated disclosure and reasonably
cooperates with the Corporation at the Corporation’s expense in seeking a protective order or other
appropriate protection of such information).



          (b) Executive acknowledges and agrees that in the performance of his duties hereunder the
Corporation will from time to time disclose to Executive and entrust Executive with Confidential
Information. Executive also acknowledges and agrees that the unauthorized disclosure of
Confidential Information, among other things, may be prejudicial to the Corporation’s interests,
and an improper disclosure of trade secrets. Executive agrees that he shall not, directly or
indirectly, use, make available, sell, disclose or otherwise communicate to any corporation,
partnership, individual or other third party, other than in the course of his assigned duties and
for the benefit of the Corporation, any Confidential Information, either during his term of
employment or thereafter.



          (c) The Executive agrees that upon leaving the Corporation’s employ, the Executive shall not
take with the Executive any software, computer programs, disks, tapes, research, development,
strategies, designs, reports, study, memoranda, books, papers, plans, information, letters,
e-mails, or other documents or data reflecting any Confidential Information of the Corporation, its
subsidiaries, affiliates or licensees.



          (d) During Executive’s term of employment, Executive will disclose to the Corporation all
designs, inventions and business strategies or plans developed for the Corporation, including
without limitation any process, operation, product or improvement. Executive agrees that all of
the foregoing are and will be the sole and exclusive property of the Corporation and that Executive
will at the Corporation’s request and cost do whatever is necessary to secure the rights thereto,
by patent, copyright or otherwise, to the Corporation



     3.3 Non-Solicitation of Employees. The Executive covenants and agrees that during the
Term, and for the remainder of such Term following the termination of Executive’s employment for
any reason whatsoever hereunder, the Executive shall not directly or indirectly solicit or
influence any other employee of the Corporation, or any of its subsidiaries, affiliates or
licensees, to terminate such employee’s employment with the Corporation, or any of its
subsidiaries, affiliates or licensees, as the case may be, or to become employed by a Competing
Business.



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     3.4 Nondisparagement. The Executive agrees that during the Term and thereafter whether
or not he is receiving any amounts pursuant to Sections 2.3 and 4.1, the Executive shall not make
any statements or comments that reasonably could be considered to shed an adverse light on the
business or reputation of the Corporation or any of its subsidiaries, affiliates or licensees, the
Board or any officer of the Corporation or any of its subsidiaries, affiliates or licensees;
provided, however, the foregoing limitation shall not apply to (i) compliance with legal process or
subpoena, or (ii) statements in response to inquiry from a court or regulatory body.



     3.5 Remedies.



          (a) The Executive acknowledges and agrees that in the event the Corporation reasonably
determines that the Executive has breached any provision of this Article III, that such conduct
will constitute a failure of the consideration for which stock options had been awarded, and
notwithstanding the terms of any stock option award agreement, plan document, or other provision of
this Agreement to the contrary, the Corporation may notify the Executive that he may not exercise
any unexercised stock options and the Executive shall immediately forfeit the right to exercise any
stock option of the Corporation that remains unexercised at the time of such notice and Executive
waives any right to assert that any such conduct by the Corporation violates any federal or state
statute, case law or policy.



          (b) If the Corporation reasonably determines that the Executive has breached any provision
contained in this Article III, the Corporation shall have no further obligation to make any payment
or provide any benefit whatsoever to the Executive pursuant to this Agreement, and may also recover
from the Executive all such damages as it may be entitled to at law or in equity. In addition, the
Executive acknowledges that any such breach is likely to result in immediate and irreparable harm
to the Corporation for which money damages are likely to be inadequate. Accordingly, the Executive
consents to injunctive and other appropriate equitable relief upon the institution of proceedings
therefor by the Corporation in order to protect the Corporation’s rights hereunder. Such relief
may include, without limitation, an injunction to prevent: (i) the breach or continuation of
Executive’s breach; (ii) the Executive from disclosing any trade secrets or Confidential
Information (as defined in Section 3.2); (iii) any Competing Business from receiving from the
Executive or using any such trade secrets or Confidential Information; and/or (iv) any such
Competing Business from retaining or seeking to retain any employees of the Corporation.



     3.6 The provisions of this Article III shall survive the termination of this Agreement and
Executive’s Term of employment.



ARTICLE IV

CHANGE IN CONTROL




     4.1 Change in Control.



          (a) Effect of a Change in Control. Notwithstanding anything contained herein to the
contrary, if the Executive’s employment is terminated within 12 months following a



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Change in Control (as defined in Section 4.1(b) hereof) during the Term by the Corporation for
any reason other than Cause, then:



               (i) Severance. The Corporation shall pay to the Executive, in lieu of any amounts
otherwise due him under Section 2.3(a) hereof, within 15 days of the Executive’s termination of
employment, a lump sum amount equal to two times the sum of: (A) the Executive’s Base Compensation,
as in effect immediately prior to such termination of employment; and (B) the bonus actually paid
to the Executive during the year prior to the Executive’s termination.



               (ii) Stock Awards. The Executive shall immediately become vested in any unvested
stock options granted to the Executive by the Corporation prior to the Change in Control and
Executive will have six (6) months from the date of termination under this circumstance to exercise
all vested options. Any RPSU awards which are unvested shall be deemed vested immediately prior to
such Change in Control.



          (b) Definition. For purposes hereof, a “Change in Control” shall mean the occurrence
of any of the following: (i) the sale, lease, transfer, conveyance or other disposition, in one or
a series of related transactions, of all or substantially all of the assets of the Corporation to
any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Securities
Exchange Act of 1934 (“Act”)) other than Permitted Holders; (ii) any person or group, other than
Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under
the Act, except that a person shall be deemed to have “beneficial ownership” of all shares that any
such person has the right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than 50 percent of the total voting power of
the voting stock of the Corporation, including by way of merger, consolidation or otherwise; (iii)
during any period of two consecutive years, Present and/or New Directors cease for any reason to
constitute a majority of the Board; or (iv) the Permitted Holders’ beneficial ownership of the
total voting power of the voting stock of the Corporation falls below 30 percent and either Ralph
Lauren is not nominated for a position on the Board of Directors, or he stands for election to the
Board of Directors and is not elected. For purposes of this Section 4.1(b), the following terms
have the meanings indicated: “Permitted Holders” shall mean, as of the date of determination: (A)
any and all of Ralph Lauren, his spouse, his siblings and their spouses, and descendants of them
(whether natural or adopted) (collectively, the “Lauren Group”); and (B) any trust established and
maintained primarily for the benefit of any member of the Lauren Group and any entity controlled by
any member of the Lauren Group. “Present Directors” shall mean individuals who at the beginning of
any such two consecutive year period were members of the Board. “New Directors” shall mean any
directors whose election by the Board or whose nomination for election by the shareholders of the
Corporation was approved by a vote of a majority of the directors of the Corporation who, at the
time of such vote, were either Present Directors or New Directors.



          (c) Excise Tax Gross-Up. If the Executive becomes entitled to one or more payments
(with a “payment” including the vesting of restricted stock, a stock option, or other non-cash
benefit or property), whether pursuant to the terms of this Agreement or any other plan or
agreement with the Corporation or any affiliated company (collectively, “Change of Control
Payments”), which are or become subject to the tax (“Excise Tax”) imposed by Section



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4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Corporation shall pay
to the Executive at the time specified below such amount (the “Gross-up Payment”) as may be
necessary to place the Executive in the same after-tax position as if no portion of the Change of
Control Payments and any amounts paid to the Executive pursuant to this paragraph 4(c) had been
subject to the Excise Tax. The Gross-up Payment shall include, without limitation, reimbursement
for any penalties and interest that may accrue in respect of such Excise Tax. For purposes of
determining the amount of the Gross-up Payment, the Executive shall be deemed: (A) to pay federal
income taxes at the highest marginal rate of federal income taxation for the year in which the
Gross-up Payment is to be made; and (B) to pay any applicable state and local income taxes at the
highest marginal rate of taxation for the calendar year in which the Gross-up Payment is to be
made, net of the maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes if paid in such year. If the Excise Tax is subsequently determined
to be less than the amount taken into account hereunder at the time the Gross-up Payment is made,
the Executive shall repay to the Corporation at the time that the amount of such reduction in
Excise Tax is finally determined (but, if previously paid to the taxing authorities, not prior to
the time the amount of such reduction is refunded to the Executive or otherwise realized as a
benefit by the Executive) the portion of the Gross-up Payment that would not have been paid if such
Excise Tax had been used in initially calculating the Gross-up Payment, plus interest on the amount
of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the
Excise Tax is determined to exceed the amount taken into account hereunder at the time the Gross-up
Payment is made, the Corporation shall make an additional Gross-up Payment in respect of such
excess (plus any interest and penalties payable with respect to such excess) at the time that the
amount of such excess is finally determined.



     The Gross-up Payment provided for above shall be paid on the 30th day (or such
earlier date as the Excise Tax becomes due and payable to the taxing authorities) after it has been
determined that the Change of Control Payments (or any portion thereof) are subject to the Excise
Tax; provided, however, that if the amount of such Gross-up Payment or portion
thereof cannot be finally determined on or before such day, the Corporation shall pay to the
Executive on such day an estimate, as determined by counsel or auditors selected by the Corporation
and reasonably acceptable to the Executive, of the minimum amount of such payments. The
Corporation shall pay to the Executive the remainder of such payments (together with interest at
the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be
determined. In the event that the amount of the estimated payments exceeds the amount subsequently
determined to have been due, such excess shall constitute a loan by the Corporation to the
Executive, payable on the fifth day after demand by the Corporation (together with interest at the
rate provided in Section 1274(b)(2)(B) of the Code). The Corporation shall have the right to
control all proceedings with the Internal Revenue Service that may arise in connection with the
determination and assessment of any Excise Tax and, at its sole option, the Corporation may pursue
or forego any and all administrative appeals, proceedings, hearings, and conferences with any
taxing authority in respect of such Excise Tax (including any interest or penalties thereon);
provided, however, that the Corporation’s control over any such proceedings shall
be limited to issues with respect to which a Gross-up Payment would be payable hereunder, and the
Executive shall be entitled to settle or contest any other issue raised by the Internal Revenue
Service or any other taxing authority. The Executive shall cooperate with the Corporation in any
proceedings relating to the determination and assessment of any Excise Tax and shall not take any
position or



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action that would materially increase the amount of any Gross-up Payment hereunder.



ARTICLE V

MISCELLANEOUS




     5.1 Notice. For the purposes of this Agreement, notices, demands and all other
communications provided for in the Agreement shall be in writing and shall be deemed to have been
duly given when delivered by hand or by facsimile or mailed by United States registered mail,
return receipt requested, postage prepaid, addressed as follows:



	 	 	 	 
	 	If to the Executive:

	 	Mitchell Kosh
	 	 

	 	14 Hemmelskamp Road
	 	 

	 	Wilton, CT 06897
	 	 
	 	 
	 	If to the Corporation:

	 	Polo Ralph Lauren Corporation
	 	 

	 	650 Madison Avenue
	 	 

	 	New York, New York 10022
	 	 

	 	Attn: Roger Farah
	 	 

	 	President & Chief Operating Officer
	 	 

	 	Fax: (212) 318-7529





or to such other address as any party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.




     5.2 Modification or Waiver; Entire Agreement. No provision of this Agreement may be
modified or waived except in a document signed by the Executive and the Corporation. This
Agreement, along with any documents incorporated herein by reference, including Executive’s Term
Sheet, constitute the entire agreement between the parties regarding their employment relationship
and supersede all prior agreements, promises, covenants, representations or warranties, including
the Executive’s 2003 Employment Agreement with the Corporation. To the extent that this Agreement
is in any way inconsistent with any prior or contemporaneous stock option agreements between the
parties, this Agreement shall control. No agreements or representations, oral or otherwise, with
respect to the subject matter hereof have been made by either party that are not set forth
expressly in this Agreement.



     5.3 Governing Law. The validity, interpretation, construction, performance, and
enforcement of this Agreement shall be governed by the laws of the State of New York without
reference to New York’s choice of law rules. In the event of any dispute, the Executive agrees to
submit to the jurisdiction of any court sitting in New York State.



     5.4 No Mitigation or Offset. In the event the Executive’s employment with the
Corporation terminates for any reason, the Executive shall not be obligated to seek other
employment following such termination and there shall be no offset of the payments or benefits set
forth herein.



     5.5 Withholding. All payments required to be made by the Corporation hereunder to the
Executive or the Executive’s estate or beneficiaries shall be subject to the withholding of



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such amounts as the Corporation may reasonably determine it should withhold pursuant to any
applicable law.



     5.6 Attorney’s Fees. Each party shall bear its own attorney’s fees and costs incurred
in any action or dispute arising out of this Agreement and/or the employment relationship.



     5.7 No Conflict. Executive represents and warrants that he is not party to any
agreement, contract, understanding, covenant, judgment or decree or under any obligation,
contractual or otherwise, in any way restricting or adversely affecting his ability to act for the
Corporation in all of the respects contemplated hereby.



     5.8 Enforceability. Each of the covenants and agreements set forth in this Agreement
are separate and independent covenants, each of which has been separately bargained for and the
parties hereto intend that the provisions of each such covenant shall be enforced to the fullest
extent permissible. Should the whole or any part or provision of any such separate covenant be
held or declared invalid, such invalidity shall not in any way affect the validity of any other
such covenant or of any part or provision of the same covenant not also held or declared invalid.
If any covenant shall be found to be invalid but would be valid if some part thereof were deleted
or the period or area of application reduced, then such covenant shall apply with such minimum
modification as may be necessary to make it valid and effective. The failure of either party at
any time to require performance by the other party of any provision hereunder will in no way affect
the right of that party thereafter to enforce the same, nor will it affect any other party’s right
to enforce the same, or to enforce any of the other provisions in this Agreement; nor will the
waiver by either party of the breach of any provision hereof be taken or held to be a waiver of any
prior or subsequent breach of such provision or as a waiver of the provision itself.



     5.9 Miscellaneous. No right or interest to, or in, any payments shall be assignable by
the Executive; provided, however, that this provision shall not preclude the
Executive from designating in writing one or more beneficiaries to receive any amount that may be
payable after the Executive’s death and shall not preclude the legal representative of the
Executive’s estate from assigning any right hereunder to the person or persons entitled thereto.
If the Executive should die while any amounts would still be payable to the Executive hereunder,
all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s
written designee or, if there be no such designee, to the Executive’s estate. This Agreement shall
be binding upon and shall inure to the benefit of, and shall be enforceable by, the Executive, the
Executive’s heirs and legal representatives and the Corporation and its successors. The section
headings shall not be taken into account for purposes of the construction of any provision of this
Agreement.



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     IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date and year
first above written.



POLO RALPH LAUREN CORPORATION




	 	 	 
	 /s/ Roger Farah

	 	/s/ Mitchell Kosh
	 

	 	 
	By: Roger Farah

	 	Mitchell Kosh
	 
	 	 
	Title: President & Chief Operating Officer
	 	 





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