Amendment No. 1 to Amended and Restated Employment Agreement between Ralph Lauren Corporation and Roger N. Farah

Summary

This amendment, effective May 27, 2014, modifies the employment agreement between Ralph Lauren Corporation and Roger N. Farah. It allows Mr. Farah to elect to cancel his remaining vested restricted stock units (RSUs) granted in 2004 in exchange for a credit to his deferred compensation account, provided he makes this election by May 30, 2014. The credited amount will be based on the fair market value of the company's stock at the time of cancellation and will be paid out on the same schedule as the original RSUs.

EX-10.1 2 eh1400688_ex1001.htm EXHIBIT 10.1 eh1400688_ex1001.htm

EXHIBIT 10.1

AMENDMENT NO. 1

to the

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

AMENDMENT (“Amendment No. 1”), effective as of the 27th day of May 2014, by and between Ralph Lauren Corporation, a Delaware corporation (the “Company”), and Roger N. Farah (the “Executive”).

WHEREAS, the Executive is party to an Amended and Restated Employment Agreement by and between the Company and the Executive dated November 1, 2013 (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 4(g) of the Employment Agreement is amended in its entirety to read as follows, effective as of the date set forth above:

“Effective November 1, 2013, Executive shall be permitted to elect to cancel 50% of the RSUs that were granted to the Executive on July 1, 2004 (the “Vested RSUs”) in exchange for a credit to the deferred compensation account described in Section 4(a)(iii) above. Effective May 27, 2014, Executive shall also be permitted to elect to cancel the remaining Vested RSUs in exchange for a credit to the deferred compensation account described in Section 4(a)(iii) above; provided, however, that such election to cancel must be effective not later than May 30, 2014. The amount of the credit in each case shall be equal to the product of the number of Vested RSUs so cancelled and the fair market value of a share of the Company’s Class A common stock on the date of such cancellation. Such amounts shall be treated in the same manner as all other amounts allocated to such account, except that such amounts shall be paid to the Executive on the same date on which the Vested RSUs would have been settled had they not been cancelled in accordance with this Section.”

IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be duly executed and the Executive has hereunto set his hand, effective as of the date first set forth above.



	RALPH LAUREN CORPORATION


	By:	/s/ Ralph Lauren
		Name: Ralph Lauren
		Title: Chairman and Chief Executive Officer

	Date: May 27, 2014


	EXECUTIVE

	/s/ Roger N. Farah
	Roger N. Farah

	Date: May 27, 2014