exv10w4






Exhibit 10.4




Portions of this exhibit marked [*] have been omitted and are the subject of a request for

confidential treatment filed separately with the SEC.




POLO RALPH LAUREN CORPORATION



EMPLOYMENT AGREEMENT



          THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of the 14th day of October,
2009 (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 April 30, 2007 (the “2007 Employment Agreement”); and




          WHEREAS, the Corporation and Executive wish to amend and restate such 2007 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 and any Committee
thereof (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 receives written approval in advance from Management for 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.







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          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 of not less than six
hundred seventy-five thousand dollars ($675,000) (“Base Compensation”), less applicable
withholdings. 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.



               (c) Stock Awards. During the Term, the Executive shall be eligible to participate in
the Polo Ralph Lauren Corporation 1997 Long-Term Stock Incentive Plan (the “Incentive Plan”). All
grants to the Executive of stock options and restricted performance share units (“RPSUs”), if any,
are governed by the terms of the Incentive Plan and are subject, in all cases, to approval by the
Compensation Committee of the Board of Directors in its sole discretion.



               (d) Car Allowance. During the Term, the Corporation shall pay Executive a car
allowance in the amount of one thousand five hundred dollars ($1,500) per month, less applicable
withholdings.



               (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 fiscal 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 life insurance plan, medical
insurance plan, dental care plan, accidental death and disability plan, financial counseling
program and sick/personal leave program. 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 plan or program applicable to other similarly



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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 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
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) failure by the Executive to perform the duties of the Executive hereunder (other than due
to disability as defined in 2.1(c)), provided that the conduct described in this Section 2.1(d)(i)
shall not constitute Cause unless and until such failure by Executive to perform his duties
hereunder has not been cured to the satisfaction of the Corporation, in its sole discretion, within
fifteen (15) days after notice of such failure has been given by the Corporation to Executive; or



                    (ii) an act of fraud, embezzlement, theft, breach of fiduciary duty, dishonesty, or any other
misconduct or any violation of law (other than a traffic violation) committed by the Executive; or



                    (iii) any action by the Executive causing damage to or misappropriation of Corporation
assets; or



                    (iv) the Executive’s wrongful disclosure of confidential information of the Corporation or any
of its affiliates; or



                    (v) the Executive’s breach of Section 5.7 herein or the Executive’s engagement in any
competitive activity which would constitute a breach of this Agreement and/or of the Executive’s
duty of loyalty; or



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                    (vi) the Executive’s breach of any employment policy of the Corporation, including, but not
limited to, conduct relating to falsification of business records, violation of the Corporation’s
code of business conduct & ethics, harassment, creation of a hostile work environment, excessive
absenteeism, insubordination, violation of the Corporation’s policy on drug & alcohol use, or
violent acts or threats of violence; or



                    (vii) performance by the Executive of his employment duties in a manner deemed by the
Corporation, in its sole discretion, to be grossly negligent; or



                    (viii) the commission of any act by the Executive, whether or not performed in the workplace,
which subjects or, if publicly known, would be likely to subject the Corporation to public ridicule
or embarrassment, or would likely be detrimental or damaging to the Corporation’s reputation,
goodwill, or relationships with its customers, suppliers, vendors, licensees or employees.



               (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 termination of employment by the Executive within sixty (60)
days following the occurrence of (A) a material diminution in or adverse alteration to Executive’s
title, base salary, position or duties, including no longer reporting to the Chairman & Chief
Executive Officer, or the President & 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 (1) until the Executive provides written notice to the Corporation of the
existence of such diminution, change, reduction, relocation or failure within thirty (30) days of
its occurrence and (2) unless such diminution, change, reduction or failure (as applicable) has not
been cured within thirty (30) days after written 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 pursuant
to Section 2.1(c) 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:



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                    (i) Severance. Subject to Section 2.3(a)(v) and Section 4.1(a) hereof, the
Corporation shall: (a) beginning with the first payroll period following the 30th day
following the date of termination of Executive’s employment, 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”), provided that the initial payment shall
include Base Compensation amounts for all payroll periods from the date of termination through the
date of such initial payment; 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 most recently
completed fiscal year prior to the fiscal year in which his employment is terminated. If the
Corporation has not paid any such bonus to the Executive in such prior fiscal year, then the
Corporation shall not be obligated to make any bonus payment to the Executive. Under no
circumstances shall the Executive be entitled to any bonus payment for the fiscal 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 on or prior to the 30th day following the date of
termination of Executive’s employment.



                    (ii) Stock Awards. The Executive’s rights with respect to any stock options and RPSUs
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 awards
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 or dental 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 or dental insurance plan shall only
continue for as long as permitted under COBRA and further, shall correspondingly cease at such time
as the Executive (a) becomes eligible for a future employer’s medical and/or dental 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 in its sole discretion.
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.



                    (v) Section 409A. Notwithstanding any provision in this Agreement to the contrary, no
amounts shall be payable pursuant to Section 2.3(a) or Section 4.1(a) unless the Executive’s
termination of employment constitutes a “separation from service” within the meaning of Section
1.409A-1(h) of the Department of Treasury Regulations. If the Executive is determined to be a
“specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Internal Revenue Code, as
amended, and the rules and regulations issued thereunder (the



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“Code”), then no payment that is payable under Sections 2.3(a)(i) or 4.1(a) hereof (the
“Severance Payment”) on account of Executive’s “separation from service” shall be made before the
date that is at least six months after the Executive’s “separation from service” (or if earlier,
the date of the Executive’s death) if and to the extent that the Severance Payment constitutes
deferred compensation (or may be nonqualified deferred compensation) under Section 409A of the Code
and such deferral is required to comply with the requirements of Section 409A of the Code. For the
avoidance of doubt, no portion of the Severance Payment shall be delayed for six months after the
Executive’s “separation from service” if such portion (x) constitutes a “short term deferral”
within the meaning of Section 1.409A-1(a)(4) of the Department of Treasury Regulations, or (y) (A)
it is being paid due to the Corporation’s termination of the Executive’s employment without Cause
or the Executive’s termination of employment for Good Reason; (B) it does not exceed two times the
lesser of (1) the Executive’s annualized compensation from the Corporation for the calendar year
prior to the calendar year in which the termination of the Executive’s employment occurs, or (2)
the maximum amount that may be taken into account under a qualified plan pursuant to Section
401(a)(17) of the Code for the year in which the Executive’s employment terminates; and (C) the
payment is required under this Agreement to be paid no later than the last day of the second
calendar year following the calendar year in which the Executive incurs a “separation from
service.” For purposes of Section 409A of the Code, the Executive’s right to receive installment
payments pursuant to Section 2.3(a) shall be treated as a right to receive a series of separate and
distinct payments. To the extent that any reimbursement of any expense under Section 1.4(e) or
in-kind benefits provided under this Agreement are deemed to constitute taxable compensation to the
Executive, such amounts will be reimbursed or provided no later than December 31 of the year
following the year in which the expense was incurred. The amount of any such expenses reimbursed
or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible
for reimbursement or payment in any subsequent year, and the Executive’s right to such
reimbursement or payment of any such expenses will not be subject to liquidation or exchange for
any other benefit. The determination of whether the Executive is a “specified employee” for
purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of the Executive’s separation from
service shall made by the Corporation in accordance with the terms of Section 409A of the Code and
applicable guidance thereunder (including without limitation Treasury Regulation Section
1.409A-1(i) and any successor provision thereto).




               (b) If the Executive’s employment is terminated by reason of the Executive’s death or
disability, pursuant to Sections 2.1(b) or 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 the Corporation for Cause or by the
Executive without Good Reason (as defined in Section 2.1(e)), 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



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Corporation’s Incentive Plan and the respective award agreements, if any, under which such
stock awards were provided.




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 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, consultant, 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 or any of its subsidiaries,
affiliates or licensees 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) or if the Corporation elects in its sole discretion not to extend the Term for any
reason other than for Cause.



               (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) or if the Corporation elects
in its sole discretion not to extend the Term for any reason other than for Cause. 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 and/or RPSUs 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.



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          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, subsidiaries 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 subsidiaries, affiliates or licensees concerning trade secrets,
techniques, know-how (including designs, plans, procedures, processes and research records),
software, computer programs, innovations, discoveries, improvements, 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,



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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 the Term, Executive shall 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
shall be the sole and exclusive property of the Corporation and that Executive shall 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. As used herein, “solicit” shall include, without limitation, requesting, encouraging,
enticing, assisting, or causing, directly or indirectly.




          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 an 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 awards had been previously granted
to the Executive or could be awarded in the future to Executive, and notwithstanding the terms of
any stock award agreement, plan document, or other provision of this Agreement to the contrary, the
Corporation may in its sole discretion notify the Executive that all unexercised stock options,
RPSUs and restricted stock units that Executive has are forfeited. Further, the Executive shall
immediately forfeit the right to receive any further grants of or vest any further in any unvested
stock options, unvested restricted stock units or unvested RPSUs of the Corporation 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



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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 twelve (12) months following a 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 to him under Section 2.3(a) hereof, within fifteen (15) days of the Executive’s
termination of employment, or within the timeframe required by Section 2.3(a)(v) hereof if
applicable, a lump sum amount equal to two (2) times the sum of: (A) the Executive’s Base
Compensation, as in effect immediately prior to such termination of employment; and (B) the bonus
paid to the Executive for the most recently completed fiscal year prior to the fiscal year in which
his employment is terminated. Notwithstanding the foregoing, solely to the extent necessary to
comply with Section 409A of the Code, a portion of such lump sum payment will not be payable at
such time if the duration of the Severance Period that would have otherwise applied under Section
2.3(a)(i) (had a Change in Control not occurred during the twelve-month period prior to such
termination of employment) would have extended beyond the end of the second calendar year following
the calendar year in which such termination of employment occurs (any such period beyond the end of
such second calendar year is the “Extended Severance Payment Period”). In addition, such other
amounts that otherwise would have been payable to the Executive under Section 2.3(a)(i) had a
Change in Control not occurred during the twelve (12) month period prior to such termination of
employment, and that would have constituted nonqualified deferred compensation subject to Section
409A of the Code, will also not be included as part of such lump sum payment. In such event, an
amount equal to the aggregate installment payments that would have been payable during the Extended
Severance Payment Period, and the amounts described in the preceding sentence, shall be deducted
from the amount otherwise payable in a lump sum in accordance with the first sentence hereof. Such
deducted amount shall, instead, be payable at the same time that, and in the same manner as, such
payments would have been paid if the Executive’s employment had been terminated



10









 




pursuant to Section 2.3(a) hereof rather than within a twelve-month period following a Change
in Control.




                    (ii) Stock Awards. Subject to Section 2.3(a)(v), 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 (but in no event later than the expiration date of
such options). In addition, subject to Section 2.3(a)(v), any awards of RPSUs and restricted
shares 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 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; provided, however, that for purposes of this Agreement, the following acquisitions shall
not constitute a Change in Control: (I) any acquisition by the Corporation or any Affiliate, (II)
any acquisition by any employee benefit plan sponsored or maintained by the Corporation or any
Affiliate, (III) any acquisition by one or more of the Permitted Holders, or (IV) any acquisition
which complies with clauses (A), (B) and (C) of subsection (v) below;



                    (iii) during any period of twelve (12) consecutive months, Present and/or New Directors cease
for any reason to constitute a majority of the Board;



                    (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;



                    (v) the consummation of a reorganization, recapitalization, merger, consolidation, statutory
share exchange or similar form of corporate transaction involving the Corporation that requires the
approval of the Corporation’s stockholders, whether for such transaction or the issuance of
securities in the transaction (a “Business Combination”), unless immediately following such
Business Combination: (A) more than 50% of the total voting power of (x) the entity resulting from
such Business Combination (the “Surviving Company”), or (y) if applicable, the ultimate parent
entity that directly or indirectly has beneficial ownership of sufficient voting securities
eligible to elect a majority of the members of the board of directors



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(or the analogous governing body) of the Surviving Company (the “Parent Company”), is represented
by the shares of voting stock of the Corporation that were outstanding immediately prior to such
Business Combination (or, if applicable, is represented by shares into which the shares of voting
stock of the Corporation were converted pursuant to such Business Combination), and such voting
power among the holders thereof is in substantially the same proportion as the voting power was
among the holders of the shares of voting stock of the Corporation that were outstanding
immediately prior to the Business Combination, (B) no person (other than any employee benefit plan
sponsored or maintained by the Surviving Company or the Parent Company, or one or more Permitted
Holders), is or becomes the beneficial owner, directly or indirectly, of 50% or more of the total
voting power of the outstanding voting securities eligible to elect members of the board of
directors of the Parent Company (or the analogous governing body) (or, if there is no Parent
Company, the Surviving Company) and (C) at least a majority of the members of the board of
directors (or the analogous governing body) of the Parent Company (or, if there is no Parent
Company, the Surviving Company) following the consummation of the Business Combination were Board
members at the time of the Board’s approval of the execution of the initial agreement providing for
such Business Combination; or




                    (vi) the stockholders of the Corporation approve a plan of complete liquidation or dissolution
of the Corporation.


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 one 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 but excluding any such individual whose initial assumption of office occurs solely as a
result of an actual or threatened proxy contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by or on behalf of a
person other than the Board.




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
	 

	 	[*]






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	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; End of Term. 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,
constitutes the entire agreement between the parties regarding their employment relationship and
supersedes all prior agreements, promises, covenants, representations or warranties, including,
without limitation, the Executive’s 2007 Employment Agreement with the Corporation. To the extent
that this Agreement is in any way inconsistent with any prior or contemporaneous stock award
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. Any extensions or renewals of this Agreement must
be in writing and must be agreed to by both the Corporation and the Executive. Absent such
extensions or renewals, this Agreement and all of its terms and conditions, except for those
provisions in Article III as specified therein, shall expire upon the end of the Term. If
Executive continues to be employed by the Corporation beyond the Term, such employment shall be “at
will.”




          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 Manhattan 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 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,






13









 







contractual or otherwise, with any other party that in any way restricts or adversely affects
his ability to act for the Corporation in all of the respects contemplated hereby, including but
not limited to any obligations to comply with any non-compete or non-solicitation provisions.




          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.




          5.10 Meaning of Signing This Agreement. By signing this Agreement, Executive
expressly acknowledges and agrees that (a) he has carefully read it and fully understands what it
means; (b) he has been advised in writing to discuss this Agreement with an independent attorney of
his own choosing before signing it and has had a reasonable opportunity to confer with his attorney
and has discussed and reviewed this Agreement with his attorney prior to executing it and
delivering it to the Corporation; (c) he has had answered to his satisfaction any questions he has
with regard to the meaning and significance of any of the provisions of this Agreement; and (d) he
has agreed to this Agreement knowingly and voluntarily of his own free will and was not subjected
to any undue influence or duress, and assents to all the terms and conditions contained herein with
the intent to be bound hereby.




          5.11 Compliance with Section 409A. The parties acknowledge and agree that, to the
extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to
use their best efforts to achieve timely compliance with, Section 409A of the Code and






14









 







the Department of Treasury Regulations and other interpretive guidance issued thereunder
(“Section 409A”), including without limitation any such regulations or other guidance that may be
issued after the Effective Date. Notwithstanding any provision of this Agreement to the contrary,
in the event that the Corporation determines that any compensation or benefits payable or provided
hereunder may be subject to Section 409A, the Corporation reserves the right (without any
obligation to do so or to indemnify the Executive for failure to do so) to adopt such limited
amendments to this Agreement and appropriate policies and procedures, including amendments and
policies with retroactive effect, that the Corporation reasonably determines are necessary or
appropriate to (a) exempt the compensation and benefits payable under this Agreement from Section
409A and/or preserve the intended tax treatment of the compensation and benefits provided with
respect to this Agreement or (b) comply with the requirements of Section 409A.




          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
	 	 
	 
	 	 
	Date:
10/14/09

	 	Date: 10/14/09






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SCHEDULE A




[*]




16