UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 26, 2005
POLO RALPH LAUREN CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
001-13057 13-2622036
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(Commission File Number) (IRS Employer Identification No.)
650 MADISON AVENUE, NEW YORK, NEW YORK 10022
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(Address of Principal Executive Offices) (Zip Code)
(212) 318-7000
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 26, 2005, Polo Ralph Lauren Corporation (the "Company") and Mitchell A.
Kosh, the Company's Senior Vice President, Human Resources & Legal, entered into
an amendment and restatement, effective as of April 3, 2005, of Mr. Kosh's
employment agreement (the "Agreement"). The Agreement provides for Mr. Kosh's
employment through April 3, 2008 at an annual base salary of $600,000, and he is
entitled to participate in any annual bonus program maintained by the Company
and applicable to him. Kosh is also eligible to participate in the Company's
Long-Term Stock Incentive Plan, subject to approval by the Compensation
Committee, and the Company's other applicable employee benefit plans.
Additionally, Mr. Kosh receives a $1,500 monthly car allowance.
If the Company terminates Mr. Kosh's employment without cause (as defined in his
Agreement) or if Mr. Kosh terminates his employment for good reason (as defined
in his Agreement), Mr. Kosh will be entitled to continue to receive, in
accordance with the Company's normal payroll practices, an amount equal to his
base salary for a period of one year or the remaining term of his employment
agreement, whichever is longer (the "Severance Period"), plus an amount, payable
at the end of the Severance Period, equal to the bonus that Mr. Kosh received
for the year immediately preceding the year in which his employment was
terminated. In addition, Mr. Kosh will be entitled to continue his participation
in any group medical, dental or life insurance plans during the Severance Period
until such time as he becomes eligible to participate in another employer's
plans or breaches any post termination covenants.
If the Company terminates Mr. Kosh's employment for cause or if Mr. Kosh
voluntarily terminates his employment for other than good reason, Mr. Kosh shall
be entitled to any base salary payable to him through his termination date. In
the event of Mr. Kosh's termination due to his death or disability, Mr. Kosh or
his estate will be entitled to receive all payments due him through the date of
his death or termination due to disability. If the Company terminates Mr. Kosh's
employment without cause within 12 months following a change in control (as
defined in his Agreement), Mr. Kosh will be entitled to receive a lump sum
amount, payable within 15 days after the termination of his employment, equal to
twice the sum of his base annual salary and the bonus paid to him for the year
immediately preceding the year in which his employment was terminated, any
Restricted Performance Share Units granted to Mr. Kosh which are unvested will
be deemed vested immediately prior to the change of control and Mr. Kosh will
immediately become vested in any unvested options held by him and the options
will remain exercisable for six months. If any severance payments trigger a
"golden parachute" excise tax under the Internal Revenue Code, Mr. Kosh will be
entitled to a gross-up payment.
Mr. Kosh may not compete with the Company or solicit any of its employees during
the term of his employment and for the remainder of his employment agreement
term following his termination of employment. The post-termination non-compete
period will not apply, however, if the Company terminates Mr. Kosh's employment
agreement without cause or if Mr. Kosh voluntarily terminates his employment for
good reason. Mr. Kosh is also subject to a confidentiality and non-disparagement
covenant during and following his employment with the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
POLO RALPH LAUREN CORPORATION
Date: April 29, 2005 By: /s/ Roger N. Farah
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Name: Roger N. Farah
Title: President and Chief
Operating Officer