Employment Agreement - Polo Ralph Lauren Corp. and Douglas L. Williams
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement") made effective as of
the 1st day of January, 2000, by and between Polo Ralph Lauren Corporation, a
Delaware corporation (the "Corporation"), and Douglas L. Williams (the
"Executive").
WHEREAS, the Executive has been employed by the Corporation as
its President, Global Licensing and New Business Development;
WHEREAS, the Company has offered to Executive the position of
Group President, Global Business Development, and Executive wishes to accept
such position; and
WHEREAS, the Corporation and the Executive wish to enter into
an employment agreement effective as of the date hereof and intend this
Agreement to supersede all prior agreements between the Corporation and
Executive;
NOW, THEREFORE, intending to be bound the parties hereby agree
as follows with effect from the date first above written.
1. Employment/Prior Agreement. 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. From and after the
date hereof, the terms of this Agreement shall supersede in all respects the
terms of any prior arrangement or agreement, if any, dealing with the matters
herein.
2. Term. The employment of the Executive by the Corporation as
provided in Section 1 pursuant to this Agreement will be effective on the date
hereof. The term of the Executive's employment under this Employment Agreement
shall continue until the close of business of the fifth anniversary of the date
of this Agreement, subject to earlier termination in accordance with the terms
of this Agreement (the "Term"). The Term shall be automatically extended for
successive one year periods thereafter unless either party notifies the other in
writing of its intention not to so extend the Term at least 180 days prior to
the commencement of the next scheduled one year extension.
3. Position and Duties. The Executive shall serve as Group
President, Global Business Development, with oversight responsibility for the
Corporation's European operations, its product and international licensing group
and for development of strategic business initiatives, along with such other
responsibilities and duties as may be assigned to Executive from time to time.
The Executive shall devote substantially all of Executive's working time and
efforts to the business and affairs of the Corporation.
4. Compensation and Related Matters.
(a) Salary and Incentive Bonus
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(i) Salary. For fiscal 2000, Executive's
annual salary shall be at the rate of $500,000 until September 13, 1999 and
thereafter during the term of this Agreement at a rate of not less than
$700,000. Such salary shall be paid in substantially equal installments on a
basis consistent with the Corporation's payroll practices and shall be subject
to annual increases, if any, as may be determined in the sole discretion of the
Corporation.
(ii) Incentive Bonus. Executive shall
participate in the Corporation's Executive Incentive Plan (the "EIP"), and any
substitute therefor, and be eligible to earn an annual cash bonus for each
fiscal year during the term of this Agreement (the "Bonus"). For fiscal year
2000 Executive's Bonus opportunity shall range from 50% to 100% of Executive's
annual salary based upon the extent to which corporate performance goals (and
those of the product licensing/international division) established by the
Compensation Committee (the "Compensation Committee") of the Corporation's Board
of Directors (the "Board") are achieved. For fiscal 2001 and for each fiscal
year thereafter Executive's Bonus opportunity shall range from 75% to 150% of
Executive's annual salary. Executive's bonus in each year shall be subject to
upward or downward adjustment based upon achievement of any strategic goals set
or approved by the Compensation Committee for Executive's operating unit in
accordance with the EIP. The Bonus, if any, payable to the Executive in respect
of each fiscal year will be paid at the same time that bonuses are paid to other
executives under the EIP. Notwithstanding any provision of this Agreement to the
contrary, Executive's entitlement to payment of an annual incentive bonus during
any period when the compensation payable to the Executive pursuant to this
Agreement is subject to the deduction limitations of section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"), shall be subject to
shareholder approval of a plan or arrangement evidencing such annual incentive
bonus opportunity that complies with the requirements of section 162(m) of the
Code.
(b) Expenses. During the term of the Executive's
employment hereunder, the Executive shall be entitled to receive prompt
reimbursement for all reasonable and customary expenses incurred by the
Executive in performing services hereunder, including all expenses of travel and
living expenses while away from home on business or at the request of and in the
service of the Corporation, provided that such expenses are incurred and
accounted for in accordance with the policies and procedures established by the
Corporation.
(c) Other Benefits. During the term of the
Executive's employment hereunder, the Executive shall be entitled to participate
in or receive benefits under any medical, pension, profit sharing or other
employee benefit plan or arrangement generally made available by the Corporation
now or in the future to its executives and key management employees (or to their
family members), subject to and on a basis consistent with the terms, conditions
and overall administration of such plans and arrangements. Nothing paid to the
Executive under any plan or arrangement presently in effect or made available in
the future shall be deemed to be in lieu of the salary payable to the Executive
pursuant to paragraph (a) of this Section.
(d) Vacations. The Executive shall be entitled to
reasonable vacations consistent with past practice.
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(e) Options. For fiscal 2000, Executive has been
granted in June 1999 options to purchase 142,000 shares of the Corporation's
Class A Common Stock pursuant to the terms of the Corporation's 1997 Long-Term
Stock Incentive Plan. Executive was also granted with effect from October 1,
1999 additional options to purchase 58,000 shares. Executive shall thereafter,
during at least fiscal year 2001, be eligible to receive grants of additional
options at the level of a Group President, the determination whether to make
such grants, individually and/or as a group, and the amount thereof being in the
sole discretion of the Compensation Committee. Options granted to the Executive
pursuant to the foregoing will vest and become exercisable ratably over three
(3) years on each of the first three anniversaries of the date of grant, subject
to the Executive's continued employment through each vesting date, and will have
an exercise price equal to the fair market value per share as of the date of
grant.
5. Termination.
(a) Termination by Corporation. The Executive's
employment hereunder may be terminated at any time with or without Cause.
(b) Termination by the Executive. The Executive may
terminate his employment hereunder with or without Good Reason. For purposes of
this Agreement, "Good Reason" shall mean (A) a material diminution in or adverse
alteration to Executive's title, position or duties, (B) a reduction in the
Executive's salary or annual incentive bonus opportunity or the Corporation's
electing to eliminate the EIP without substituting therefor a plan which
provides for a reasonably comparable annual incentive bonus opportunity or the
Executives ceasing to be entitled to the payment of an annual incentive bonus as
a result of the failure of the Corporation's shareholders to approve a plan or
arrangement evidencing such annual incentive bonus in a manner that complies
with the requirements of section 162(m) of the Code, (C) the relocation of
Executive's principal office outside of the area which comprises a fifty (50)
mile radius from New York City or (D) a failure of the Corporation to comply
with any material provision of this Agreement; provided that the events
described in clauses (A), (B), (C) and (D) above shall not constitute Good
Reason unless and until such diminution, change, reduction or failure (as
applicable) has not been cured within thirty (30) days after notice of such
noncompliance has been given by the Executive to the Corporation.
(c) Any termination of the Executive's employment by
the Corporation or by the Executive (other than termination pursuant to Section
6(d)(i) hereof) shall be communicated by written Notice of Termination to the
other party hereto in accordance with Section 10 hereof. If termination is
pursuant to Sections 6(d)(ii)-(iii) or 5(b) hereof, the "Notice of Termination"
shall mean a notice which shall indicate the specific termination provision in
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated.
6. Compensation Upon Termination.
(a) If the Corporation shall terminate the
Executive's
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employment for any reason other than an Enumerated Reason as set forth in
Section 6(d) hereof and other than due to the Corporation's election not to
extend the Term of this Agreement as contemplated by Section 2, or if the
Executive resigns for Good Reason pursuant to Section 5(b) hereof, then so long
as the Executive complies with Section 8 hereof the Executive shall be entitled
to the following:
(i) an amount equal to the greater of:
(A) the sum of (I) two (2) times the
Executive's salary at the rate in effect on such date (unless
employment is terminated by the Executive for Good Reason pursuant to
Section 5(b) hereof as a result of a salary reduction, in which case,
at the rate in effect prior to such reduction), plus (II) the average
of the annual incentive bonuses paid to the Executive over the
preceding two years; plus a pro rata annual incentive bonus for the
year of termination (based on the average of the annual incentive
bonuses paid to the Executive over the preceding two years and based
upon the percentage of the calendar year in which such termination
occurs that shall have elapsed through the date of termination (a "Pro
Rata Annual Incentive Bonus")); and
(B) the sum of (I) (five (5) minus the
number of years (including fractions thereof) that shall have elapsed
from the date of this Agreement times the Executive's salary at the
rate in effect on such date (unless employment is terminated by the
Executive for Good Reason pursuant to Section 5(b) hereof as a result
of a salary reduction, in which case, at the rate in effect prior to
such reduction), plus (II) the average of the annual incentive bonuses
paid to the Executive over the preceding two (2) years; plus a Pro Rata
Annual Incentive Bonus for the year of termination.
Any amounts paid pursuant to either clause (A) or clause (B)
above shall be paid in equal monthly installments from the date of
termination for a period two (2) years in the case of clause (A) above
and for a period of up to five (5) years less the fraction of a year
which shall have elapsed from the date of this Agreement in the case of
clause (B) above (such periods, whichever is applicable, hereinafter
referred to as the "Severance Period"), except that the Pro Rata Annual
Incentive Bonus shall be paid in a lump sum in cash within thirty (30)
days following the date of the Executive's termination of employment.
(ii) Continued participation in the
Corporation's health benefit plans during the Severance Period;
provided that if the Executive is provided with coverage by a successor
employer, any such coverage by the Corporation shall cease;
(iii) Continued use of the Corporation
automobile or payment of Executive's automobile allowance, as
applicable, until expiration of the Severance Period or until Executive
secures new employment, whichever first occurs;
(iv) Waiver of collateral interest securing
return to the Corporation of premiums paid by the Corporation for the
Executive's
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existing split dollar life insurance policy;
(v) If a Change of Control shall have
occurred prior to the date of termination, the Executive shall be
entitled at his option, exercisable in writing within fifteen days of
the date of termination, to receive the equivalent of the salary and
bonus payments pursuant to subsection (i) above in two equal lump sum
installments, the first payable within 30 days of the date of
termination and the second on the first anniversary of the date of
termination. As used herein, the term "Change of Control" shall mean
Ralph Lauren or members of his family (or trusts or entities created
for their benefit) no longer control 50% or more of the voting power of
the then outstanding securities of the Corporation entitled to vote for
the election of the Corporation's directors; and
(vi) Except as provided above, the
Corporation will have no further obligations to the Executive under
this Agreement following the Executive's termination of employment
under the circumstances described in this Section 6(a). The Corporation
anticipates that health benefits made available pursuant to clause (ii)
above will be provided in accordance with applicable COBRA provisions.
The Corporation shall waive or pay for any COBRA premiums otherwise
payable by Executive. In the event COBRA coverage expires, Corporation
shall in lieu of such coverage at its option provide alternative
coverage or reimburse Executive for the actual costs incurred by
Executive for alternative coverage, for the remaining portion of the
Severance Period during which Executive would otherwise be entitled to
continued health benefits.
(b) If the Executive's employment is terminated by
his death or by the Corporation due to the Executive's Disability (as defined
below), the Corporation shall pay any amounts due to the Executive through the
date of his death or the date of his termination due to Disability, including a
Pro Rata Annual Incentive Bonus for the year of termination. The Corporation
will have no further obligations to the Executive under this Agreement.
(c) If the Executive's employment shall be terminated
by the Corporation pursuant to Section 6(d) (iii) for Cause or by the Executive
for other than Good Reason, the Corporation shall pay the Executive his full
salary through the date of termination at the rate in effect prior to such
termination and the Corporation shall have no further obligations to the
Executive under Section 6 of this Agreement or otherwise but the Executive shall
be bound by Section 8 hereof as applicable.
(d) The term "Enumerated Reason" with respect to
termination by the Corporation of the Executive's employment shall mean any one
of the following reasons:
(i) Death. The Executive's employment
hereunder shall terminate upon his death.
(ii) Disability. If, as a result of the
Executive's incapacity due to physical or mental illness, the Executive
shall have been absent from his duties hereunder on a full-time basis
for the entire period of
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six consecutive months, and within thirty (30) days after written
Notice of Termination is given (which may occur before or after the end
of such six month period) shall not have returned to the performance of
his duties hereunder on a full-time basis (a "Disability"), the
Corporation may terminate the Executive's employment hereunder.
(iii) Cause. The Corporation shall have
"Cause" to terminate the Executive's employment hereunder upon (1) the
willful and continued failure by the Executive to substantially perform
his duties hereunder after demand for substantial performance is
delivered by the Corporation that specifically identifies the manner in
which the Corporation believes the Executive has not substantially
performed his duties, or (2) Executive's conviction of, or plea of nolo
contendere to, a crime (whether or not involving the Corporation)
constituting any felony or (3) the willful engaging by the Executive in
gross misconduct relating to the Executive's employment that is
materially injurious to the Corporation, monetarily or otherwise
(including, but not limited to, conduct that constitutes competitive
activity, in violation of Section 8) or which subjects, or if generally
known, would subject the Corporation to public ridicule or
embarrassment. For purposes of this paragraph, no act, or failure to
act, on the Executive's part shall be considered ?willful? unless done,
or omitted to be done, by him not in good faith and without reasonable
belief that his action or omission was in the best interest of the
Corporation. Notwithstanding the foregoing, the Executive shall not be
deemed to have been terminated for Cause without (x) reasonable written
notice to the Executive setting forth the reasons for the Corporation's
intention to terminate for Cause, (y) the opportunity to cure (if
curable) within 10 days of such written notice of the event(s) giving
rise to such notice, and (z) an opportunity for the Executive, together
with his counsel, to be heard.
(e) If the Executive's employment with the
Corporation shall terminate due to the Corporation's election not to extend the
Term of this Agreement as contemplated by Section 2, Executive shall be entitled
to receive an amount, payable in equal monthly installments over a one year
period, equal to the sum of (x) his annual salary, plus (y) the average of the
annual incentive bonuses paid to Executive over the two years preceding the date
of termination. Except as provided in the foregoing sentence and in Section
6(f), the Corporation shall have no further obligations to the Executive under
this Agreement following the Executive's termination of employment under the
circumstances described in this Section 6(e).
(f) If the Executive's employment with the
Corporation shall terminate due to either the Corporation's or Executive's
election not to extend the Term of this Agreement as contemplated by Section 2,
Executive shall be entitled to receive his full salary through the date of
termination plus the Bonus, if any, that Executive would have been entitled to
receive had he remained in the Corporation's employment through the end of its
fiscal year, prorated to the date of termination. Such prorated Bonus shall be
payable at the same time as the Corporation pays bonuses to other executives
under the EIP.
(g) As a condition precedent to receipt of the
payments provided for in Sections 6(a) and 6(e), Executive shall be required to
execute a
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general release in favor of the Corporation, excluding only the payments
remaining to be made pursuant to such Sections.
7. Mitigation. The Executive shall have no duty to mitigate
the payments provided for in Section 6(a) or 6(e) by seeking other employment or
otherwise and such payment shall not be subject to reduction for any
compensation received by the Executive from employment in any capacity following
the termination of the Executive's employment with the Corporation.
8. Noncompetition.
(a) The Executive agrees that for the duration of his
employment and for a period two (2) years from the date of termination thereof
and during any Severance Period, he will not, on his own behalf or on behalf of
any other person or entity, hire, solicit, or encourage to leave the employ of
the Corporation or its subsidiaries, affiliates or licensees any person who is
an employee of any of such companies.
(b) The Executive agrees that for the duration of his
employment and for a period of two (2) years from the date of termination
thereof and during any Severance Period, the Executive will take no action which
is intended, or would reasonably be expected, to harm (e.g. making public
derogatory statements or misusing confidential Corporation information, it being
acknowledged that the Executive's employment with a competitor in and of itself
shall not be deemed to be harmful to the Corporation for purposes of this
Section 8(b)) the Corporation or any of its subsidiaries, affiliates or
licensees or their reputation.
(c) The Executive agrees that during the duration of
his employment and;
(i) in the event of the Executive's
termination of employment due to the Executive's resignation without
Good Reason, until the later of (x) three (3) years from the date of
this Agreement and (y) twelve (12) months from the date of such
termination of employment; and
(ii) in the event of the Executive's
termination of employment by the Corporation without Cause or the
Executive's resignation for Good Reason pursuant to Section 5(b), for
twelve (12) months from the date of such termination of employment; and
(iii) in the event of the Executive's
termination of employment by the Corporation for Cause, at the election
of the Corporation in consideration for the payment to the Executive of
an amount equal to one twelfth (1/12) the Executive's annual salary and
annual incentive bonus (equal to the average of the annual incentive
bonuses paid to the Executive over the preceding two years) for each
month within such period, for a period of up to twelve (12) months from
the date of such termination of employment,
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then, during the period specified in clause (i), (ii) or (iii) above, as
applicable, the Executive shall not, directly or indirectly, (A) engage in any
"Competitive Business" (as defined below) for his own account, (B) enter into
the employ of, or render any services to, any person engaged in a Competitive
Business, or (C) become interested in any entity engaged in a Competitive
Business, directly or indirectly as an individual, partner, shareholder,
officer, director, principal, agent, employee, trustee, consultant, or in any
other relationship or capacity; provided that the Executive may own, solely as
an investment, securities of any entity which are traded on a national
securities exchange if the Executive is not a controlling person of, or a member
of a group that controls such entity and does not, directly or indirectly, own
2% or more of any class of securities of such entity.
For purposes of this Agreement the term "Competitive Business"
shall mean a business which competes with the Corporation or 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 as being in competition with the Corporation as of
the date hereof. The term Competitive Business is not intended to include the
business of a competitor of a licensee whose business does not involve or
compete with the licensed businesses of the Corporation or its subsidiaries and
affiliates.
(d) The Executive will not at any time (whether
during or after his employment with the Corporation) disclose or use for his own
benefit or purposes or the benefit or purposes of any other person, entity or
enterprise, other than the Corporation or any of its subsidiaries or affiliates,
any trade secrets, information, data, or other confidential information relating
to customers, development programs, costs, marketing, trading, investment, sales
activities, promotion, credit and financial data, manufacturing processes,
financing methods, plans or the business and affairs of the Corporation
generally, or any subsidiary, affiliate or licensee of the Corporation; provided
that the foregoing shall not apply to information which is not unique to the
Corporation or which is generally known to the industry or the public other than
as a result of the Executive's breach of this covenant. The Executive agrees
that upon termination of his employment with the Corporation for any reason, he
will return to the Corporation immediately all memoranda, books, papers, plans,
information, letters and other data, and all copies thereof or therefrom, in any
way relating to the business of the Corporation or its subsidiaries or
affiliates or licensees.
(e) If the Executive breaches, or threatens to commit
a breach of, any of the provisions of this Section 8 (the "Restrictive
Covenants"), the Corporation shall have the following rights and remedies, each
of which rights and remedies shall be independent of the other and severally
enforceable, and all of which rights and remedies shall be in addition to, and
not in lieu of, any other rights and remedies available to the Corporation under
law or equity:
(i) The right and remedy to have the
Restrictive Covenants specifically enforced by any court having equity
jurisdiction, it being acknowledged and agreed that any such breach or
threatened breach will cause irreparable injury to the Corporation and
that money damages will not provide an adequate remedy to the
Corporation;
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(ii) The right and remedy to require the
Executive to account for and pay over to the Corporation all
compensation, profits, monies, accruals, increments or other benefits
(collectively, "Benefits") derived or received by the Executive as the
result of any transactions constituting a breach of any of the
Restrictive Covenants, and the Executive shall account for and pay over
such Benefits to the Corporation; and
(iii) The right to discontinue the payment
of any amounts owing to the Executive under the Agreement. To the
extent Executive disputes the discontinuance of any payments hereunder,
such payments shall be segregated and deposited in an interest bearing
account pending resolution of the dispute.
(f) If any court determines that any of the
Restrictive Covenants, or any part thereof, is invalid or unenforceable, the
remainder of the Restrictive Covenants shall not thereby be affected and shall
be given full effect, without regard to the invalid portion. In addition, if any
court construes any of the Restrictive Covenants, or any part thereof, to be
unenforceable because of the duration of such provision or the area covered
thereby, such court shall have the power to reduce the duration or area of such
provision and, in its reduced form, such provision shall then be enforceable and
shall be enforced.
9. Successors; Binding Agreement.
(a) The Corporation will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Corporation to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Corporation would be required to perform it if no such
succession had taken place. As used in this Agreement, "Corporation" shall mean
the Corporation as hereinbefore defined and any successor to its business and/or
assets as aforesaid which executes and delivers the agreement provided for in
this Section 9 or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law.
(b) This Agreement and all rights of the Executive
hereunder shall inure to the benefit of and be enforceable by the Executive's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive should die while any
amounts are payable to him hereunder all such amounts unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
Executive's devisee, legatee, or other designee or, if there be no such
designee, to the Executive's estate.
10. Notice. For the purposes of this Agreement, notices,
demands and all other communications provided for in this Agreement shall be in
writing and shall be deemed to have been duly given when personally delivered
with receipt acknowledged or five business days after having been mailed by
United States certified or registered mail, return receipt requested, postage
prepaid, addressed as follows:
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If to the Executive:
Douglas L. Williams
42 Pheasant Run Road
Wilton, Connecticut 06897
with a copy to:
Morrison Cohen Singer & Weinstein, LLP
750 Lexington Avenue
New York, New York 10022
Attention: Jeffrey P. Englander, Esq.
If to the Corporation:
Polo Ralph Lauren Corporation
650 Madison Avenue
New York, New York 10022
Attention: General Counsel
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.
11. Miscellaneous. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Executive and such officer of the Corporation
as may be specifically designated by the Board. No waiver by either party hereto
at any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of New York without regard to its conflicts of law principles.
12. Validity. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.
13. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.
14. Arbitration. Any dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively by arbitration in
the City of New York before a single arbitrator who shall be a retired federal
judge in accordance with the then obtaining National Rules for the Resolution of
Employment Disputes or, if such rules are no longer in effect the then obtaining
employment rules of the American Arbitration Association. Judgment may be
entered on the arbitrator's award in any court having jurisdiction; provided,
however, that the Corporation shall
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be entitled to seek a restraining order or injunction in any court of competent
jurisdiction to prevent any continuation of any violation of the provisions of
Section 8 of this Agreement and the Executive hereby consents that such
restraining order or injunction be granted without the necessity of the
Corporation's posting any bond, and provided further that the Executive shall be
entitled to seek specific performance of his right to be paid during the
pendency of any dispute or controversy arising under or in connection with this
Agreement. Fees and expenses payable to the American Arbitration Association and
the arbitrator shall be shared equally by the Corporation and by the Executive,
but the parties shall otherwise bear their own costs in connection with the
arbitration; provided that the arbitrator shall be entitled to include as part
of the award to the prevailing party the reasonable legal fees and expenses
incurred by such party in an amount not to exceed $50,000.
15. Withholding. The Corporation may withhold from any amounts
payable under this Agreement such federal, state and local taxes as may be
required to be withheld pursuant to applicable law or regulation.
16. Entire Agreement. This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto; and any prior agreement
of the parties hereto in respect of the subject matter contained herein is
hereby terminated and cancelled.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement
to be duly executed and the Executive has hereunto set his hand, effective as of
the first day written above.
POLO RALPH LAUREN CORPORATION
By: /s/ Lance Isham
-------------------------------------
Name: Lance Isham
Title: President and Chief Operating Officer
Date: February 2, 2000
/s/ Douglas L. Williams
-------------------------------------
Executive: Douglas L. Williams
Date: February 1, 2000_____________________