EX-10.4



 







AMENDMENT TO 1997 LONG-TERM STOCK INCENTIVE PLAN




     WHEREAS, the 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)
(the “Plan”);



     WHEREAS, the Board of Directors of the Company (the “Board”) desires to amend the Plan to
clarify that members of the Board who are not employees of the Company may receive awards under the
Plan, and to make conforming and other non-material changes to the Plan; and



     WHEREAS, the Board may amend the Plan in accordance with Section 12(a) of the Plan, subject to
stockholder approval to the extent necessary to comply with any tax or regulatory requirement
applicable to the Plan.



     NOW, THEREFORE, the Plan is hereby amended as follows, as of June 30, 2006, but subject to the
subsequent approval of the stockholders of the Company at the Company’s August 10, 2006 annual
stockholders meeting:




	 	1.	 	The first sentence of Section 1 of the Plan is hereby amended
to read in its entirety as follows:






The purposes of this Polo Ralph Lauren Corporation 1997
Long-Term Stock Incentive Plan are to promote the interests of Polo
Ralph Lauren Corporation and its stockholders by (i) attracting and
retaining exceptional directors, officers and other employees and
third party service providers of the Company and its Subsidiaries,
as defined below; (ii) motivating such individuals by means of
performance-related incentives to achieve longer-range performance
goals; and (iii) enabling such individuals to participate in the
long-term growth and financial success of the Company.




	 	2.	 	The definition of “Participant” in Section 2 of the Plan is hereby amended
to read in its entirety as follows:






“Participant” shall mean any person eligible to receive an
Award under Section 5 of the Plan and selected by the Committee to
receive an Award under the Plan.




	 	3.	 	The first sentence of Section 4(a) of the Plan is hereby amended by
inserting, immediately after the phrase “shall be 26,000,000;”, the following:






the maximum number of Shares with respect to which Awards may
be granted to any Participant who is a director of the Company but
not an employee of the Company in any fiscal year may not exceed
25,000;




	 	4.	 	The first sentence of Section 4(e) of the Plan is hereby amended by
replacing the word “shares” with the word “Shares”.




 









 






	 	5.	 	The last sentence of Section 4(e) of the Plan is hereby amended
to read in its entirety as follows:






Subject to the rights of any Participant under an Award
outstanding as of August 12, 2004, the vesting of Full Value Awards
may only be accelerated upon (i) death, disability, retirement or
other termination of employment or service of the Participant or
(ii) a Change of Control.




	 	6.	 	Section 5 of the Plan is hereby amended to read in its entirety as follows:






SECTION 5. Eligibility. Any director, officer or
employee of, or Third Party Service Provider to, the Company or any
of its Subsidiaries (including any prospective director, officer,
employee or Third Party Service Provider) shall be eligible to be
designated a Participant.




	 	7.	 	Clause (ii) of Section 8(d) of the Plan is hereby amended to read in its
entirety as follows:






subject to the rights of any Participant under an Award
outstanding as of August 12, 2004, the vesting of Awards of Shares
of Restricted Stock and/or Restricted Stock Units that are Full
Value Awards may only be accelerated upon (A) death, disability,
retirement or other termination of employment or service of the
Participant or (B) a Change of Control.




	 	8.	 	Clause (ii) of Section 9(d) of the Plan is hereby amended to read in its
entirety as follows:






subject to the rights of any Participant under an Award
outstanding as of August 12, 2004, the vesting of Performance Awards
that are Full Value Awards may only be accelerated upon (A) death,
disability, retirement or other termination of employment or service
of the Participant or (B) a Change of Control.




	 	9.	 	Clause (ii) of Section 10(c) of the Plan is hereby amended to read in its
entirety as follows:






subject to the rights of any Participant under an Award
outstanding as of August 12, 2004, the vesting of “Other Stock-Based
Awards” that are Full Value Awards may only be accelerated upon (A)
death, disability, retirement or other termination of employment or
service of the Participant or (B) a Change of Control.




	 	10.	 	Section 11(c) of the Plan is hereby amended by inserting the word “that”
immediately preceding the phrase “is (are) to apply to the Company”.
	 
	 	11.	 	Section 11(d)(vi)(i) of the Plan is hereby amended by inserting
the word “a” immediately preceding the phrase “Performance Compensation Award”.
	 
	 	12.	 	The first proviso of Section 12(b) of the Plan is hereby
amended by modifying the phrase “that would impair the rights of any
Participant or any holder or




 









 






	 	 	 	beneficiary of any Option theretofore granted” to read as follows: “that would
impair the rights of any Participant or any holder or beneficiary of any Award
theretofore granted”.
	 
	 	13.	 	Section 14(a)(iii) of the Plan is hereby amended by (a)
replacing the phrase “Incentive Options” with the phrase “Incentive Stock
Options”; (b) replacing “grantee” with “Grantee”; and (c) replacing “option”
each time it appears with “Option”.





     This Amendment shall not take effect unless and until it has been approved by the stockholders
of the Company at the Company’s August 10, 2006 annual stockholders meeting. 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.