Document

EXHIBIT 10.2



AMENDMENT NO. l
to the
AMENDED AND RESTATED EMPLOYMENT AGREEMENT






AMENDMENT (“Amendment No.1”) made effective as of the April 10th, 2022 (the “Effective Date”), by and between Ralph Lauren Corporation, a Delaware corporation (the “Corporation”), and Halide Alagoz (the “Executive”).
WHEREAS, the Executive and the Company entered into an amended and restated employment agreement made effective as of February 14th, 2021 (the "Employment Agreement"); and
WHEREAS, the Company and the Executive wish to amend the Employment Agreement in certain respects.
NOW, THEREFORE, intending to be bound, the parties hereby agree as follows.


1.Section l.4(a) is amended in its entirety to read as follows, effective as of the Effective Date.
"Base Compensation. In consideration of her services during the Term, the Corporation shall pay the Executive cash compensation at an annual rate of not less than nine hundred and fifty thousand dollars ($950,000) (as may be increased from time to time, "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 pursuant to the Corporation's normal payroll practices, in installments not less frequently than monthly, and at the same rate for any fraction of a month unexpired at the end of the Tenn."
2.Section 2.3 (a)(i)(c) is amended in its entirety to read as follows, effective as the Effective Date:
"pay to the Executive, on the last business day of the Severance Period, an amount equal to her Target Bonus, as in effect immediately prior to such termination of employment."


3.The Section entitled 'Base Salary" in the Term Sheet attached to the Employment Agreement and incorporated therein by reference (the 'Term Sheet"), is amended to read in its entirety as follows. effective as of the Effective Date:
''Base Salary: $950,000 annually (less all applicable local, state and federal taxes and other deductions).”
4.The Section entitled "Long Term Incentive Plan" in the Tenn Sheet is amended in its entirety to read as follows. effective as of the Effective Date:
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"You will be eligible to participate in the Ralph Lauren Corporation 2019 Long Term Stock Incentive Plan ("LTSIP") or any successor plan. Stock awards are subject to ratification by the Talent, Culture & Total Rewards Committee of the Board of Directors ("Talent Committee"). In accordance with the terms of the LTSIP, you will continue to be eligible to receive an annual stock award at the same time as other executives receive their annual grant, with a target grant value of $1,200,000 with the Fiscal 2023 grant cycle, anticipated to be in summer 2022."
5.All references in the Employment Agreement to the Compensation and Organizational Development Committee shall now refer to the Talent Committee.
6.Except as amended and/or modified by this Amendment No. 1, the Employment Agreement is hereby ratified and confirmed and all other terms of the Employment Agreement shall remain in full force and effect, unaltered and unchanged by this Amendment No. 1. Capitalized terms used and not defined herein shall have the meanings given to them in the Employment Agreement.


IN WITNESS WHEREOF, the Company has caused this Amendment No. 1, made effective as of the Effective Date, to be duly executed and the Executive has hereunto set her hand on the date first set forth below.


															
			RALPH LAUREN CORPORATION	
					
			By:	/s/ Roseann Lynch	
				Name: Roseann Lynch	
				Chief People Officer and Head of the RL Foundation
	
					
			Date:	8/3/2022	
					
			EXECUTIVE	
			By:	/s/ Halide Alagoz	
				Name: Halide Alagoz	
					
			Date:	8/2/2022	
					


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