EX-10.26






EXHIBIT 10.26




AMENDMENT NO. 2

TO THE

POLO RALPH LAUREN CORPORATION

1997 LONG-TERM STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED AS OF AUGUST 12, 2004)




     WHEREAS, Polo Ralph Lauren Corporation (the “Company”) sponsors the Polo Ralph Lauren
Corporation 1997 Long-Term Stock Incentive Plan (as Amended and Restated as of August 12, 2004),
which was previously amended effective June 30, 2006 (the “Plan”);



     WHEREAS, the Board of Directors of the Company (the “Board”) desires to further amend the Plan
to allow the Company to seek repayment in certain circumstances of stock-based and other
compensation awards that are granted pursuant to the Plan on or after May 21, 2009, to the
Company’s named executive officers (as defined for purposes of the executive compensation
disclosure rules of the Securities Exchange Act of 1934, as amended); and



     WHEREAS, the Board may amend the Plan in accordance with Section 12(a) of the Plan, subject to
stockholder approval under certain circumstances not applicable hereto.



     NOW, THEREFORE, the Plan is hereby amended, effective as of May 21, 2009, to add the following
as new Section 12(d):



     “(d) Forfeiture Events. For purposes of this Section 12(d), a “named executive
officer” means a Participant who is a named executive officer of the Company (as defined for
purposes of the executive compensation disclosure rules of the Exchange Act). The Committee may
specify in an Award granted after May 21, 2009, that a named executive officer’s rights, payments,
and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or
recoupment, in the reasonable discretion of the Committee, upon the occurrence of certain specified
events, in addition to any otherwise applicable vesting or performance conditions of an Award.
Such events may include, but shall not be limited to, termination of the named executive officer’s
employment for cause, material violation of material written policies of the Company, or breach of
noncompetition, confidentiality, or other restrictive covenants that may apply to the named
executive officer, as determined by the Committee in its reasonable discretion. In addition, with
respect to an Award granted after May 21, 2009, if, as a result of a named executive officer’s
intentional misconduct or gross negligence, as determined by the Committee in its reasonable
discretion, the Company is required to prepare an accounting restatement due to the material
noncompliance of the Company with any financial reporting requirement under the securities laws,
the Committee may, in its reasonable discretion, require the named executive officer to promptly
reimburse the Company for the amount of any payment (whether in cash, Shares, other securities or
other property) previously received by the named executive officer
pursuant to any Award (or otherwise forfeit to the Company any
outstanding Award) that was
earned or accrued (or exercised or settled) during the twelve (12) month period following the
earlier of the first public issuance or filing with the United States Securities and Exchange
Commission of any financial document embodying such financial reporting requirement that required
such accounting restatement.”



     Except as expressly amended hereby, the Plan shall continue in full force and effect in
accordance with the provisions thereof on the date hereof. The validity, construction and effect
of this Amendment shall be determined in accordance with the laws of the State of New York.