Form 10-Q RALPH LAUREN CORP For: Sep 28

November 7, 2019 11:12 AM

EXHIBIT 10.1

AMENDMENT NO. 1

to the

EMPLOYMENT SEPARATION AGREEMENT AND RELEASE

AMENDMENT ("Amendment No. 1"), effective as of the 6^th day of November 2019, by and between Ralph Lauren Corporation, a Delaware corporation (the "Corporation"), and Valérie Hermann (the "Executive").

WHEREAS, the Executive is party to an Employment Separation Agreement and Release by and between the Corporation and the Executive dated July 19^th, 2019 (the "Separation Agreement"); and

WHEREAS, the Corporation and the Executive wish to amend the Separation Agreement in certain respects;

NOW, THEREFORE, intending to be bound, the parties hereby agree as follows.


	1. Section 1(h) of the Separation Agreement is amended in its entirety to read as follows, effective as of the date set forth above:

"As soon as practicable after the date this Amendment No. 1 is fully executed, the Corporation shall pay Executive an additional lump sum amount of two hundred and twenty-five thousand dollars ($225,000), less applicable withholdings. Further, the Corporation shall pay the legal fees and expenses, upon the presentation of bills, invoices, receipts or other supporting documentation, which Executive incurs in connection with this Agreement, up to a maximum amount of $10,000."

2. Except as amended and/or modified by this Amendment No. 1, the Separation Agreement is hereby ratified and confirmed and all other terms of the Separation Agreement shall remain in full force and effect, unaltered and unchanged by this Amendment No. 1.

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

RALPH LAUREN CORPORATION

By: _/s/ Roseann Lynch

Roseann Lynch

Title: Executive Vice President, Chief People Practices

Date: November 6, 2019

EXECUTIVE

/s/ Valérie Hermann

Valérie Hermann

Date: November 6, 2019

EXHIBIT 10.2

Performance Share Unit Awards

Fiscal 2020 - Overview

[DATE]



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	Fiscal 2020 PSU Overview	1

This Overview is qualified in its entirety by reference to the On-Line Grant Agreements that were distributed to eligible participants on [DATE] (the “On-Line Grant Agreements”), the Memorandum to Participants in the Ralph Lauren Corporation 2019 Long-Term Stock Incentive Planand to the Plan itself. Copies of the Memorandum and the Plan are available from your People and Development Department.

OVERVIEW

The Ralph Lauren Corporation (the “Company”) 2019 Long-Term Stock Incentive Plan (the “Plan”) authorizes the Compensation & Organizational Development Committee of the Board of Directors (the “Compensation Committee”) to grant equity awards to officers and other employees of the Company and its Subsidiaries and Affiliates.

As determined by the Compensation Committee, the Company may grant one or more types of stock awards. This Overview describes one type of stock award - Performance Share Units (PSU).

A PSU award provides the participant with the opportunity to receive shares of the Company’s Class A Common Stock (traded on the New York Stock Exchange under the symbol RL) at a later date contingent upon continued service with the Company.

AWARD OBJECTIVES

Objectives of PSUs are to:


1.	Attract and retain exceptional individuals of superior talent


2.	Motivate such individuals to achieve longer-range performance


3.	Enable such individuals to participate in the long-term growth and financial success of the Company

PLAN ADMINISTRATION

The Company’s People and Development Department administers the program and Merrill Lynch Wealth Management (“Merrill Lynch”) is the recordkeeper. Participants must have an open brokerage account at Merrill Lynch in order to facilitate distribution of shares of the Company’s Class A Common Stock upon the vesting of PSUs. To open a brokerage account, or for questions regarding your account and account transactions, contact Merrill Lynch at (212) 236-5574 or (877) 765-7656.

The Company’s Board of Directors reserves the right to amend, modify or terminate the Plan at any time, subject to stockholder approval, if required. No such amendment to the Plan would adversely affect any PSU awards then outstanding.

Nothing contained herein may be construed as creating a promise of future benefits or a binding contract with the Company. Further, an individual’s employment continues to be at will, subject to any applicable employment agreement.

For questions regarding the Plan and its provisions, contact People and Development.

ELIGIBILITY FOR GRANT

Equity awards, including PSU awards, may be granted annually to designated, key executives who have a significant impact on the strategic direction and business results of the Company, and who are actively employed on April 1 of the year when the grant is made.

Guidelines have been established for the number and type of equity awards that eligible participants may receive. The guidelines reflect a position’s scope, accountability and impact on the organization, and may also reflect changes in the value of the Company’s Class A Common Stock.



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	Fiscal 2020 PSU Overview	2

Please note that the guidelines do not constitute a guarantee that any specific individual will receive an equity award in any given or subsequent year, or guarantee the type or the size of any grant, if a grant is made.



An eligible employee who receives an Unsatisfactory (U) rating
on their annual performance appraisal is not eligible for an equity award
in the fiscal year following that performance appraisal period. An employee who receives a Below
Expectations (B) performance rating will be eligible for an equity award based on manager discretion.

PERFORMANCE MEASURES FOR PSU VESTING

The Company’s performance measure(s) are set by the Compensation Committee at the time of grant from a list of performance criteria set forth in the Plan. Such measure(s) may include, for example, one or more of the following:


▪	Net Earnings or Net Income (before or after taxes)


▪	Basic or Diluted Earnings Per Share (before or after taxes)


▪	Net Operating Profit (before or after taxes)


▪	Net Revenue or Net Revenue Growth


▪	Gross Profit or Gross Profit Growth


▪	Return Measures (including but not limited to Return on Assets, Investments, Capital)


▪	Other measures of economic value added or other value creation metrics

FISCAL 2020 GRANT PERFORMANCE MEASURES, PERFORMANCE LEVELS AND VESTING

The Company performance measures for fiscal 2020 PSU awards are Cumulative Return on Invested Capital (ROIC) for fiscal years 2020-2022 and Relative Total Shareholder Return (TSR) for fiscal years 2020-2022. Half of your PSU award value will be in the form of PSUs with the ROIC measure and half of your PSU award value will be in the form of PSUs with the Relative TSR measure. Vesting of PSUs, and the distribution of the Company’s Class A Common Stock, will occur after the end of Fiscal 2022, as soon as administratively practical following certification of achievement of the performance goals by the Compensation Committee. The vesting date typically occurs in June of each year, but may be earlier or later.

Below is the three-year cumulative ROIC target and payout range.



Performance Level	% of Goal Achieved	Goal	% of Target PSUs Vested
Threshold	90%	[ ]%	50%
Target	100%	[ ]%	100%
Maximum	110%	[ ]%	200%

Note: The number of PSUs earned are interpolated on a linear basis for performance between Threshold and Target and between Target and Maximum. No payout will be earned for performance below Threshold.



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	Fiscal 2020 PSU Overview	3

The Relative TSR comparator group and payout range are outlined below.



Comparator Group for TSR
Capri Holdings Limited (formerly Michael Kors Holdings Limited)	Nordstrom, Inc.	Tiffany & Co.
Dillard’s, Inc.	PVH Corp.	Under Armour, Inc.
The Gap, Inc.	RH (Restoration Hardware, Inc.)	Urban Outfitters, Inc.
L Brands, Inc.	Tapestry, Inc.	V.F. Corporation
Macy’s, Inc.	The TJX Companies, Inc.	Williams-Sonoma, Inc.
Nike, Inc.



Performance Level	Relative TSR Performance	% of Target PSUs Vested
Below Threshold	<30^th Percentile	0%
Threshold	30^th Percentile	50%
Target	50^th Percentile	100%
Stretch	70^th Percentile	150%
Maximum	90^th Percentile	200%

Note: The number of PSUs earned are interpolated on a linear basis for performance between Threshold and Target, between Target and Stretch, and between Stretch and Maximum

If Threshold or better performance is achieved, and the participant has had continuous service with the Company through the vesting date, shares of the Company’s Class A Common Stock will be distributed to participants upon the vesting of PSUs. Upon vesting, the participant will own the shares and as a shareholder of the Company’s Class A Common Stock, will have voting rights and will receive dividends, if applicable, on such shares. Prior to the vesting date, dividends are not earned on PSUs and the participant does not have voting rights. If performance is below Threshold at the end of the performance period, all PSUs granted for that award will be forfeited.

PSUs granted in fiscal 2020 are scheduled to vest after fiscal 2022, subject to the Company’s achievement of the cumulative performance goals specified, and the participant’s continuous service with the Company.

A participant is awarded a target number of PSUs on grant date. Applicable Threshold, Target and Maximum levels of Company financial performance are established at the beginning of the performance period for each PSU award.

Once a PSU award is granted, the performance measure(s), performance goals, vesting and payout schedule will not be modified during the term for that particular award. However, in determining performance against the goals, the Company’s results may be adjusted to exclude the effects of certain events and transactions as specified by the Compensation Committee at the time of grant. For any future awards, the Compensation Committee may change the performance measure(s), goals, vesting, and payout schedule(s).



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	Fiscal 2020 PSU Overview	4

EXAMPLE OF PERFORMANCE LEVEL, VESTING AND PAYOUT FOR PSU WITH ROIC MEASURE



Grant Date	# PSUs Granted	Performance Period	Vesting Date¹	Performance Level ²	Vested Percentage²	# Shares Vested
FY20 (August 2019)	1,500	FY20 - FY22	FY22 (June 2022)	110%	200%	3,000
				100%	100%	1,500
				90%	50%	750

¹Vesting typically occurs in June, but may be earlier or later

² Example is hypothetical and is not a forecast of future performance and payout percentages

EXAMPLE OF PERFORMANCE LEVEL, VESTING AND PAYOUT FOR PSU WITH RELATIVE TSR MEASURE



Grant Date	# PSUs Granted	Performance Period	Vesting Date¹	Performance Level ²	Vested Percentage²	# Shares Vested
FY20 (August 2019)	1,000	FY20 - FY22	FY22 (June 2022)	90^th Percentile	200%	2,000
				50^th Percentile	100%	1,000
				30^th Percentile	50%	500

¹Vesting typically occurs in June, but may be earlier or later

² Example is hypothetical and is not a forecast of future performance and payout percentages

In the U.S. and in many other jurisdictions, vesting of PSUs and the delivery of shares of Class A Common Stock is a taxable event. When shares are distributed, a portion of the shares are withheld to satisfy withholding requirements, and the net shares are delivered to participants in their Merrill Lynch account.

VALUE OF PERFORMANCE SHARE UNITS

If Threshold or better performance against the applicable goal is achieved, PSUs can provide participants with ownership of the Company’s Class A Common Stock and offer the opportunity to recognize value in several ways:


▪	Receive shares of RL Class A Common Stock without paying any exercise price


▪	The number of PSUs vesting can range from 50% (Threshold) to 200% (Maximum) of the target shares granted


▪	Any increases in the Company’s Class A Common Stock price above the price on the grant date increases the value of the award



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	Fiscal 2020 PSU Overview	5

The example below illustrates the opportunity for gains in the value of the award at various Company Class A Common Stock prices.

EXAMPLE: Potential Value

Award of 2,500 PSUs (includes both PSU awards)



		If Stock Price Reaches:
Value At:	# of Shares	$120	$130	$140	$150
Threshold Performance	1,250	$150,000	$162,500	$175,000	$187,500
Target Performance	2,500	$300,000	$325,000	$350,000	$375,000
Maximum Performance	5,000	$600,000	$650,000	$700,000	$750,000

Note: Value is before tax and a portion of the shares will be withheld to satisfy required tax withholding.

Example is hypothetical and is not a forecast of growth in the Company’s Class A Common Stock price.

If the performance calculation results in fractional shares, the fractional shares will be paid in cash.

SALE OF SHARES SUBSEQUENT TO DISTRIBUTION

Shares received from the vesting of a PSU award may be sold subject to the Company’s trading restrictions as set forth in the Company’s Securities Trading policy beginning on page 9. In certain circumstances, certain Executive Officers may sell shares pursuant to Rule 144 or another applicable exemption under the U.S. Securities Act of 1933, as amended.

In the U.S. and in many other jurisdictions, the sale of such shares after vesting has tax implications. Contact your financial advisor for important information about how a subsequent sale of shares impacts you. Once PSUs have vested and you receive shares of the Company’s Class A Common Stock from the vesting of a particular PSU award, you retain all rights to those shares, regardless of employment status with the Company.

ON-LINE GRANT AGREEMENT

All recipients are required to accept their grants on-line by electronically signing the On-Line Grant Agreements to ensure recipients understand the terms of their grants. Recipients must electronically accept the terms of the On-Line Grant Agreements for each PSU award by [DATE]. Awards not accepted by [DATE] will be forfeited. The stock agreements include post-employment obligation terms, including confidentiality, non-compete and non-solicitation provisions.



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	Fiscal 2020 PSU Overview	6

IF YOU LEAVE THE COMPANY



Termination as a result of:	Status of PSU Awards
Retirement ¹ Long-Term Disability (LTD) ² Death	Ÿ If retirement date is more than one year from the date of grant, participant is entitled to full award on the scheduled vesting date. Payout is based on performance achievement. Ÿ If retirement date is within the first year following the grant date, participant is entitled to one-third of award on the scheduled vesting date. Payout is based on performance achievement. All remaining PSUs are forfeited. Ÿ The above is subject to the terms and conditions in the On-Line Grant Agreement.
Voluntary Resignation Involuntary Termination	Ÿ All unvested PSUs are forfeited.

¹ Normal retirement (age 65 with no service requirement) and early retirement (age 55 with 7 years of service) are treated the same.

²For purposes hereof, “disability” shall, unless otherwise determined by the Committee, have the same meaning as such term or a similar term has under the long-term disability plan or policy maintained by the Company or a Subsidiary under which the Participant has coverage and which is in effect on the date of the onset of the Participant’s disability.



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	Fiscal 2020 PSU Overview	7

SECURITIES TRADING POLICY

INSIDER TRADING

As provided in the Company Employee Handbook, employees are prohibited by law from buying or selling securities if an employee has or is aware of any material, non-public information about the Company and its subsidiaries. This is commonly referred to as “insider information.” Material, non-public information is any information that has not been disclosed to the public that could affect the price of Company Common Stock -- either positively or negatively -- or affect a person’s decision to buy, hold or sell securities.

Examples of what might be considered “insider information” include, but are not limited to, the following:


▪	Earnings or other financial information


▪	Changes in dividend policy


▪	Stock splits


▪	Mergers and acquisitions


▪	Major new contracts or product-line introductions


▪	Litigation involving substantial amounts of money


▪	Changes in management

These insider-trading rules are applicable to employees of Ralph Lauren and its Subsidiaries and Affiliates, worldwide.

COMPANY BLACKOUT PERIODS

To avoid even the appearance of “insider trading,” our Company’s Securities Trading policy prohibits members of the Board of Directors, all employees and their “Related Parties” (as such term is defined in the Company’s Securities Trading Policy) from making trades involving stock of the Company during certain “blackout periods.” This prohibition covers all transactions in the Company’s securities, including buying or selling shares, including shares of Class A Common Stock received upon the vesting of PSUs. These blackout periods generally begin two weeks before the end of each of our fiscal quarters and continue through one trading day after the Company issues its earnings release for the fiscal quarter or year just ended. If the earnings release is issued before the opening of the market on a trading day, trading may begin the next day. The blackout periods are announced at the start of each year. The Company may prohibit trading of the Company’s stock at any time it deems such trading to be inappropriate, even outside the regular blackout periods. Individuals who receive a specific notification prohibiting them from trading the Company’s stock should note that such notification takes precedence over pre-announced blackout periods. In addition, members of the Board of Directors, any employee who is at the Senior Vice President level or above, and all employees in the Finance, Legal and People and Development departments must clear all trades with the Corporate and Securities Counsel, or their designee, at all times.

ADDITIONAL PROHIBITED TRANSACTIONS

Because we believe it is inappropriate for any Company personnel to engage in short-term or speculative transactions involving the Company’s Common Stock, it is Company policy that employees do not engage in any of the following activities with respect to the securities of the Company:

▪

“In and out” trading in securities of the Company. Any Company stock purchased in the market must be held for a minimum of six months and ideally longer. Note that the Securities and Exchange Commission (SEC) has a “short-swing profit recapture” rule that effectively prohibits Executive Officers and members of the Board of Directors from selling any Company stock within six months of a purchase. The Company has extended this prohibition to all employees. The receipt of shares pursuant to the vesting of PSU awards is not considered a purchase under the SEC’s rule.



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	Fiscal 2020 PSU Overview	8


▪	Purchases of stock of the Company on margin.


▪	Short sales (i.e., selling stock one does not own and then borrowing the shares to make delivery).

▪

“Hedging” and Pledging of Company Stock. No insider, including any director, officer or employee of the Company, shall purchase or sell, or make any offer to purchase or offer to sell derivative securities relating to the Company’s securities, whether or not issued by the Company, such as exchange traded options to purchase or sell the Company’s securities (so called “puts” and “calls”) or financial instruments that are designed to hedge or offset any decrease in the market value of the Company’s securities. In addition, no director or Section 16 Officer of the Company shall hold the Company’s securities in a margin account, or maintain or enter into any arrangement that, directly or indirectly, involves pledging the Company’s securities as collateral for a loan.

CLEARANCE OF ALL TRADES BY DIRECTORS, OFFICERS AND OTHER KEY PERSONNEL



For employees at the Senior Vice President level or above (“Officers”) and for all employees in the Finance,
Legal and People and Development departments, all transactions in the Company’s securities (including,
but not limited to purchases, sales, transfers, etc.) must be conducted during an open trading window and
pre-cleared with the Corporate Counsel, or their designee. If contemplating a transaction, please provide a
written request via e-mail to [email protected], specifying the number of shares you wish to
sell before contacting Merrill Lynch or any other broker, or taking any other step to initiate a transaction.



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	Fiscal 2020 PSU Overview	9

COMPLIANCE WITH SECTION 409A

To the extent applicable, the Plan shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986 and the Department of Treasury Regulations and other interpretive guidance issued hereunder (“Section 409A”). Notwithstanding any provision of the Plan to the contrary, it is intended that this Plan comply with Section 409A, and all provision of this Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with this Plan or any other plan maintained by the Company (including any taxes and penalties under Section 409A), and neither the Company nor any Affiliate shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties.

ACKNOWLEDGMENT

By participating in the Plan, the Participant understands and agrees that:


(a)	the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;


(b)	the grant of PSU awards is voluntary and occasional and does not create any contractual or other right to receive future PSU awards, or benefits in lieu of these awards, even if PSU awards have been granted in the past;


(c)	all decisions with respect to future PSU awards, if any, will be at the sole discretion of the Compensation Committee;


(d)	the Participant's participation in the Plan shall not create a right to further employment or service with the Company or, if different, the employing Subsidiary and shall not interfere with the ability of the Company or employing Subsidiary to terminate the Participant's employment or service relationship at any time with or without cause;


(e)	the Participant is voluntarily participating in the Plan;


(f)	any PSU awards and the Company's Class A Common Stock subject to awards, and the income and value of same, are not part of the Participant's normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; and

(g)

no claim or entitlement to compensation or damages shall arise from the forfeiture of a PSU award resulting from the Participant's termination of employment or service (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or rendering services or the terms of the Participant's employment or service agreement, if any), and in consideration of the grant of a PSU award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or any Subsidiary.



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	Fiscal 2020 PSU Overview	10

NON-U.S. GRANT PARTICIPANTS

Notwithstanding any provision of the Plan to the contrary, to comply with securities, exchange control, labor, tax, or other applicable laws, rules or regulations in countries outside of the United States in which the Company and its Subsidiaries operate or have Employees, Consultants, or directors, and/or for the purpose of taking advantage of tax favorable treatment for PSU Awards granted to Participants in such countries, the Committee, in its sole discretion, shall have the power and authority to (i) amend or modify the terms and conditions of any PSU awards granted to a Participant; (ii) establish, adopt, interpret, or revise any rules and procedures to the extent such actions may be necessary or advisable, including adoption of rules or procedures applicable to particular Subsidiaries or Participants residing in particular locations; and (iii) take any action, before or after a PSU award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules or procedures with provisions that limit or modify rights on eligibility to receive PSU awards under the Plan or on termination of service, available methods of vesting or settlement of a PSUs award, payment of tax-related items, the shifting of employer tax liability to the Participant, tax withholding procedures, restrictions on the sale of shares of Class A Common Stock of the Company, and the handling of stock certificates or other indicia of ownership. Notwithstanding the foregoing, the Committee may not take actions hereunder, and no PSU awards shall be granted, that would violate the U.S. Securities Act of 1933, as amended, the Exchange Act, the Code, any securities law or governing statute.

EXCHANGE RATES

Neither the Company nor any Subsidiary shall be liable to a Participant for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the Participant’s PSU award or of any amounts due to the Participant pursuant to the vesting or other settlement of the PSU award or, if applicable, the subsequent sale of Class A Common Stock acquired upon vesting.

_____________________________________________________________

In the event of any discrepancy between this PSU Overview and either the on-line Grant Agreement, the Plan or the provision under which the Plan is administered and governed by the Compensation Committee, the on-line Grant Agreement, the Plan and the determination of the Compensation Committee will govern, as applicable. This Overview is qualified in its entirety based on the determinations, interpretations and other decisions made within the sole discretion of the Compensation Committee.



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	Fiscal 2020 PSU Overview	11

EXHIBIT 10.3

[NAME] - Equity Award Notification

[DATE] Performance-Based Restricted Stock Unit (PRSU) Award

Target Grant Value: $[_____]

Number of Shares: Based on [DATE]



Award Type	Number of Shares
PRSUs	[_____]

Note: The terms of the [DATE] Annual Equity Award are in accordance with the terms and conditions of the Ralph Lauren Corporation 2019 Long-Term Incentive Plan as well as with the terms and conditions of executive’s employment agreement date [DATE]. These awards are contingent upon signing the PRSU Equity Agreement which will be presented for execution on [DATE].

Information concerning goals is strictly confidential

PRSUs:


•	Vest over a three‐year period in one‐third annual installments (tranches) beginning FY21 if the FY20 performance goal (ROIC of [__]%) is achieved and certified by the Compensation and Organizational Development Committee, and employment is continuous.

EXHIBIT 10.4

Restricted Stock Unit Award

Fiscal 2020 - Overview

[DATE]



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	Fiscal 2020 RSU Overview	1

This Overview is qualified in its entirety by reference to the On-Line Grant Agreement that was distributed to eligible participants on [DATE] (“On-Line Grant Agreement”), the Memorandum to Participants in the Ralph Lauren Corporation 2019 Long-Term Stock Incentive Plan and to the Plan itself. Copies of the Memorandum and the Plan are available from your People and Development Department.

OVERVIEW

As determined by the Compensation Committee, the Company may grant one or more types of stock awards. This Overview describes one type of stock award - Restricted Stock Units (RSU).

A RSU award provides the participant with the opportunity to receive shares of the Company’s Class A Common Stock (traded on the New York Stock Exchange under the symbol RL) at a later date contingent upon continued service with the Company.

AWARD OBJECTIVES

Objectives of RSUs, are to:

1.Attract and retain exceptional individuals of superior talent

2.Motivate such individuals to achieve longer-range performance

3.Enable such individuals to participate in the long-term growth and financial success of the Company

PLAN ADMINISTRATION

The Company’s People and Development Department administers the program and Merrill Lynch Wealth Management (“Merrill Lynch”) is the recordkeeper. Participants must have an open brokerage account at Merrill Lynch in order to facilitate distribution of shares of the Company’s Class A Common Stock upon the vesting of RSUs. To open a brokerage account, or for questions regarding your account and account transactions, contact Merrill Lynch at 877-765-7656 in the U.S. or Canada, or 609-818-8908 if calling from an international location.

For questions regarding the Plan and its provisions, contact People and Development.

ELIGIBILITY FOR GRANT

Equity awards, including RSU awards, may be granted annually to designated, key executives who have a significant impact on the strategic direction and business results of the Company, and who are actively employed on April 1 of the year when the grant is made.



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	Fiscal 2020 RSU Overview	2



An eligible employee who receives an Unsatisfactory (U) rating on their annual performance
appraisal is not eligible for an equity award in the fiscal year following that performance appraisal period.
An eligible employee who receives a Below Expectations (B) performance rating will be eligible for an
equity award based on manager discretion.

GRANT AMOUNT AND AWARD VESTING

The number of units in a RSU award is set on the grant date. The award will vest in equal, annual installments (tranches) over a three-year period. One-third of RSUs granted in fiscal 2020 will vest and be paid out on the first three anniversaries of the grant date based on the participant having continuous service through each vesting date - for awards granted on August 15, 2019, the first third vests on August 15, 2020, the second third vests on August 15, 2021, and the last third vests on August 15, 2022.

Once the RSUs are vested and distributed as Company Class A Common Stock, the participant owns the shares and as a shareholder, will have voting rights and will receive dividends, if applicable, on such shares. Prior to the vesting date, dividends are not earned on RSUs and the participant does not have voting rights.

VESTING EXAMPLES

These examples illustrate how a RSU award granted in fiscal 2020 would vest, in equal installments, over three fiscal years. Vesting is subject to the participant’s continuous service with the Company from the grant date to each vesting date.

EXAMPLE 1: Granted 210 RSUs on August 15, 2019



Grant Date	RSUs Eligible to Vest	Vesting Date
August 15, 2019	70	August 15, 2020
August 15, 2019	70	August 15, 2021
August 15, 2019	70	August 15, 2022
Total	210

Additionally, depending on any previous grants received, more than one RSU award may be eligible to vest each year, as shown below:

EXAMPLE 2: MULTIPLE PRIOR GRANTS WITH SHARES ELIGIBLE TO VEST



Year Granted	RSUs Granted	1/3 of RSUs Eligible to Vest
Year Granted	RSUs Granted	August 15, 2019	August 15, 2020	August 15, 2021
August 15, 2018	300	100	100	100
August 15, 2019	210	—	70	70
August 15, 2020	270	—	—	90
Total RSUs	780	100	170	260



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	Fiscal 2020 RSU Overview	3

In the U.S. and in many other jurisdictions, vesting of RSUs and delivery of shares of the Company’s Class A Common Stock is a taxable event. When shares are distributed, a portion of the shares are withheld to satisfy withholding requirements, and the net shares are delivered to participants in their Merrill Lynch account.

Shares received from the vesting of a RSU award may be sold subject to the Company’s trading restrictions as set forth in the Company’s Securities Trading policy beginning on page 7. In certain circumstances, certain Executive Officers may sell shares pursuant to Rule 144 or another applicable exemption under the U.S. Securities Act of 1933, as amended.

In the U.S. and in many other jurisdictions, sale of such shares after vesting has tax implications. Contact your financial advisor for important information about how a subsequent sale of shares impacts you.

Once RSUs have vested and you receive shares of the Company’s Class A Common Stock from the vesting of a particular RSU award, you retain all rights to those shares, regardless of employment status with the Company.

VALUE OF RESTRICTED STOCK UNITS

RSUs can provide participants with ownership of the Company’s Class A Common Stock and the opportunity to benefit from any appreciation in price above the price on grant date.

This example illustrates the opportunity for gains in the value of the award at various Company Class A Common Stock prices.

EXAMPLE: POTENTIAL VALUE

Award of 210 RSUs



		If Stock Price Reaches:
	# of Shares	$110	$120	$130	$140
Value (assumes shares vest)	210	$23,100	$25,200	$27,300	$29,400

Note: Value is before tax and a portion of the shares awarded would be withheld to satisfy required tax withholding.

Example is hypothetical and is not a forecast of growth in the Company’s Class A Common Stock price.

On-Line Grant Agreement

All recipients are required to accept their grant on-line by electronically signing the On-Line Grant Agreement to ensure recipients understand the terms of their grant. Recipients must electronically accept the terms of the On-Line Grant Agreement by [DATE]. Awards not accepted by [DATE] will be forfeited. For employees with the title Vice President and above, the Fiscal 2020 stock agreements include post-employment obligation terms, including confidentiality, non-compete and non-solicitation provisions.



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	Fiscal 2020 RSU Overview	4

IF YOU LEAVE THE COMPANY



Termination as a result of:	Status of RSU Awards
Retirement ¹ Long-Term Disability (LTD) ² Death	Ÿ If retirement date is more than one year from the date of grant, participant is entitled to full award on scheduled vesting dates. Ÿ If retirement date is within the first year following the Grant date, participant is entitled to one-third of award on the first scheduled vesting date. All remaining RSUs are forfeited. Ÿ The above is subject to the terms and conditions in the On-Line Grant Agreement.
Voluntary Resignation Involuntary Termination	Ÿ All unvested RSUs are forfeited.

¹ Normal retirement (age 65 with no service requirement) and early retirement (age 55 with 7 years of service) are treated the same.

² For purposes hereof, “disability” shall, unless otherwise determined by the Committee, have the same meaning as such term or a similar term has under the long-term disability plan or policy maintained by the Company or a Subsidiary under which the Participant has coverage and which is in effect on the date of the onset of the Participant’s disability.



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	Fiscal 2020 RSU Overview	5

SECURITIES TRADING POLICY

INSIDER TRADING

Examples of what might be considered “insider information” include, but are not limited to, the following:


▪	Earnings or other financial information


▪	Changes in dividend policy


▪	Stock splits


▪	Mergers and acquisitions


▪	Major new contracts or product-line introductions


▪	Litigation involving substantial amounts of money


▪	Changes in management

These insider-trading rules are applicable to employees of Ralph Lauren and its Subsidiaries and Affiliates, worldwide.

COMPANY BLACKOUT PERIODS

To avoid even the appearance of “insider trading,” our Company’s Securities Trading policy prohibits members of the Board of Directors, all employees and their “Related Parties” (as such term is defined in the Company’s Securities Trading Policy) from making trades involving stock of the Company during certain “blackout periods.” This prohibition covers all transactions in the Company’s securities, including buying or selling shares, including shares of Class A Common Stock received upon the vesting of RSUs. These blackout periods generally begin two weeks before the end of each of our fiscal quarters and continue through one trading day after the Company issues its earnings release for the fiscal quarter or year just ended. If the earnings release is issued before the opening of the market on a trading day, trading may begin the next day. The blackout periods are announced at the start of each year. The Company may prohibit trading of the Company’s stock at any time it deems such trading to be inappropriate, even outside the regular blackout periods. Individuals who receive a specific notification prohibiting them from trading the Company’s stock should note that such notification takes precedence over pre-announced blackout periods. In addition, members of the Board of Directors, any employee who is at the Senior Vice President level or above, and all employees in the Finance, Legal and People and Development departments must clear all trades with the Corporate and Securities Counsel, or their designee, at all times.

ADDITIONAL PROHIBITED TRANSACTIONS

▪

“In and out” trading in securities of the Company. Any Company stock purchased in the market must be held for a minimum of six months and ideally longer. Note that the Securities and Exchange Commission (SEC) has a “short-swing profit recapture” rule that effectively prohibits Executive Officers and members of the Board of Directors from selling any Company stock within six months of a purchase. The Company has extended this prohibition to all employees. The receipt of shares pursuant to the vesting of RSU awards is not considered a purchase under the SEC’s rule.



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	Fiscal 2020 RSU Overview	6


▪	Purchases of stock of the Company on margin.


▪	Short sales (i.e., selling stock one does not own and then borrowing the shares to make delivery).

▪

CLEARANCE OF ALL TRADES BY DIRECTORS, OFFICERS AND OTHER KEY PERSONNEL



For employees at the Senior Vice President level or above and for all employees in the Finance, Legal and
People and Development departments, all transactions in the Company’s securities (including, but not
limited to purchases, sales, transfers, etc.) must be conducted during an open trading window and pre-
cleared with the Corporate and Securities Counsel, or their designee. If contemplating a transaction,
please provide a written request via e-mail to [email protected], specifying the number of
shares you wish to sell before contacting Merrill Lynch or any other broker, or taking any other step to
initiate a transaction.



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	Fiscal 2020 RSU Overview	7

COMPLIANCE WITH SECTION 409A

ACKNOWLEDGMENT

By participating in the Plan, the Participant understands and agrees that:


(a)	the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;


(b)	the grant of RSU awards is voluntary and occasional and does not create any contractual or other right to receive future RSU awards, or benefits in lieu of these awards, even if RSU awards have been granted in the past;


(c)	all decisions with respect to future RSU awards, if any, will be at the sole discretion of the Compensation Committee;


(d)	the Participant's participation in the Plan shall not create a right to further employment or service with the Company or, if different, the employing Subsidiary and shall not interfere with the ability of the Company or employing Subsidiary to terminate the Participant's employment or service relationship at any time with or without cause;


(e)	the Participant is voluntarily participating in the Plan;


(f)	any RSU awards and the Company's Class A Common Stock subject to awards, and the income and value of same, are not part of the Participant's normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments; and

(g)

no claim or entitlement to compensation or damages shall arise from the forfeiture of a RSU award resulting from the Participant's termination of employment or service (for any reason whatsoever and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or rendering services or the terms of the Participant's employment or service agreement, if any), and in consideration of the grant of a RSU award to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or any Subsidiary.



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	Fiscal 2020 RSU Overview	8

NON-U.S. GRANT PARTICIPANTS

Notwithstanding any provision of the Plan to the contrary, to comply with securities, exchange control, labor, tax, or other applicable laws, rules or regulations in countries outside of the United States in which the Company and its Subsidiaries operate or have Employees, Consultants, or directors, and/or for the purpose of taking advantage of tax favorable treatment for RSU Awards granted to Participants in such countries, the Committee, in its sole discretion, shall have the power and authority to (i) amend or modify the terms and conditions of any RSU awards granted to a Participant; (ii) establish, adopt, interpret, or revise any rules and procedures to the extent such actions may be necessary or advisable, including adoption of rules or procedures applicable to particular Subsidiaries or Participants residing in particular locations; and (iii) take any action, before or after a RSU award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals. Without limiting the generality of the foregoing, the Committee is specifically authorized to adopt rules or procedures with provisions that limit or modify rights on eligibility to receive RSU awards under the Plan or on termination of service, available methods of vesting or settlement of a RSUs award, payment of tax-related items, the shifting of employer tax liability to the Participant, tax withholding procedures, restrictions on the sale of shares of Class A Common Stock of the Company, and the handling of stock certificates or other indicia of ownership. Notwithstanding the foregoing, the Committee may not take actions hereunder, and no RSU awards shall be granted, that would violate the U.S. Securities Act of 1933, as amended, the Exchange Act, the Code, any securities law or governing statute.

EXCHANGE RATES

Neither the Company nor any Subsidiary shall be liable to a Participant for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the Participant’s RSU award or of any amounts due to the Participant pursuant to the vesting or other settlement of the RSU award or, if applicable, the subsequent sale of Class A Common Stock acquired upon vesting.

_____________________________________________________________

In the event of any discrepancy between this RSU Overview and either the on-line Grant Agreement, the Plan or the provision under which the Plan is administered and governed by the Compensation Committee, the on-line Grant Agreement, the Plan and the determination of the Compensation Committee will govern, as applicable. This Overview is qualified in its entirety based on the determinations, interpretations and other decisions made within the sole discretion of the Compensation Committee.



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	Fiscal 2020 RSU Overview	9

EXHIBIT 10.5

RALPH LAUREN CORPORATION

FORM OF NON-EMPLOYEE DIRECTOR

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS AGREEMENT (the “Agreement”), is made, effective as of the ___ day of ___________ (the “Grant Date”), between Ralph Lauren Corporation, a Delaware corporation (hereinafter called the “Company”), and _____________ (hereinafter called the “Participant”).

R E C I T A L S:

WHEREAS, the Company has adopted the Ralph Lauren Corporation 2019 Long-Term Stock Incentive Plan (the “Plan”) which Plan is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan; and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its stockholders to grant the restricted stock unit award provided for herein (the “Restricted Stock Unit Award” or “RSU Award”) to each director of the Company who is not an employee of either the Company or any Affiliate (each, an “Outside Director”) as a Participant pursuant to the Plan and the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Grant of the Restricted Stock Units. Subject to the terms and conditions of the Plan and the additional terms and conditions set forth in this Agreement, the Company hereby grants to the Participant a Restricted Stock Unit Award consisting of ___ Restricted Stock Units (hereinafter called the “RSUs”). The RSUs shall vest and become non-forfeitable in accordance with Section 2 hereof.

2. Vesting.


(a)	Subject to the Participant's continued service as an Outside Director of the Company, the RSUs shall fully vest and become non-forfeitable on the first anniversary of the Grant Date.


(b)	Once vested, the RSUs shall be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date.


(c)	Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, such fractional Shares shall be payable in cash.


(d)	The RSUs shall be settled exclusively in Class A Common Stock of the Company.


(e)	If the Participant’s service as an Outside Director of the Company is terminated for any reason other than due to the Participant’s death or Disability, the RSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. In the event of the death or disability of the Participant, unvested RSUs shall continue to vest according to the original vesting schedule.


(f)	Notwithstanding any other provision of this Agreement to the contrary, in the event of a Change of Control (as defined in the Plan), the RSUs shall, to the extent not then vested and not previously forfeited, immediately become fully vested as contemplated by Section 13 of the Plan.

3. Dividend Equivalents.


(a)	The Participant shall be entitled to receive dividend equivalents on the RSUs in the event of an issuance of any cash or stock dividend on the Shares of the Company (a “Dividend”). The Participant shall be credited with an additional number of RSUs (each, a “Dividend RSU”), determined as follows:


i.	in the event of a cash dividend, equal to the quotient obtained by dividing: (a) the product of (i) the number of RSUs that the Participant holds at the time of the record date for such Dividend multiplied by (ii) the amount of the Dividend per Share, divided by (b) the fair market value per Share on the payment date for such Dividend; and


ii.	in the event of a stock dividend, equal to the number of Shares (including fractions thereof) issued with respect to each Share, multiplied by the number of RSUs.


(b)	Once credited, each Dividend RSU shall be treated as a RSU hereunder and shall be subject to the same terms and conditions as the RSU from which such Dividend RSU is derived, including, but not limited to, the applicable vesting schedule and rights to Dividend RSUs with respect to future Dividends.

4. Rights as a Stockholder. Neither the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a stockholder of the Company in respect of any RSUs unless and until the RSUs have vested and been issued as Shares in accordance with the Plan, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant. After such vesting, issuance, recordation, and delivery, the Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

5. No Right to Continued Service. Neither the Plan nor this Agreement shall be construed as giving the Participant the right to continue to serve as an Outside Director or to otherwise be retained in the employ of, or in any consulting relationship to, the Company or any Affiliate. Further, the Company may at any time for any reason terminate the Participant’s services as an Outside Director and the Company or an Affiliate may dismiss the Participant or discontinue any employment or consulting relationship with the Participant, in each case free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein.

6. Withholding. By accepting this RSU Award, the Participant agrees to make any appropriate arrangements with the Company for satisfaction of any applicable federal, state or local income tax, withholding requirements or like requirements, including any payment to the Company upon the vesting of the RSUs (or such earlier or later date as may be applicable under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”)), or other settlement in respect of, the RSUs of all such taxes and requirements and the Company shall be authorized to take such action as may be necessary in the opinion of the Company's counsel (including, without limitation, withholding vested Shares otherwise deliverable to Participant hereunder and/or withholding amounts from any compensation or other amount owing from the Company to the Participant ) to satisfy all obligations for the payment of such taxes.

7. No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or his or her acquisition or sale of the underlying RSUs. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

8. Securities Laws. Upon the vesting of any RSUs, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

9. Exchange Rates. Neither the Company nor any Affiliate shall be liable to a Participant for any foreign exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the Participant’s RSUs or of any amounts due to the Participant pursuant to the vesting or other settlement of the RSUs or, if applicable, the subsequent sale of Shares acquired upon vesting.

10. Compliance with Section 409A. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder (“Section 409A”), including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that anything provided hereunder may be subject to Section 409A, the Company reserves the right (without any obligation to do so or to indemnify the Participant for failure to do so) to adopt such limited amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company reasonably determines are necessary or appropriate to (a) exempt the RSU Award under this Agreement from Section 409A and/or preserve the intended tax treatment of the RSU Award provided with respect to this Agreement or (b) comply with the requirements of Section 409A.

11. Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the records of the Company with respect to such Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

12. Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflict of laws. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or the Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of New York and agree that such litigation shall be conducted only in the courts of New York County, New York, or the federal courts of the United States for the Southern District of New York, and no other courts.

13. Acknowledgements. By accepting this Agreement and the Award evidenced hereby, the Participant agrees and acknowledges that:

the Participant has received and read a copy of the Plan, that the Plan forms a part of this Agreement, and that if there is a conflict between this Agreement and either the Plan or the provision under which the Plan is administered and governed by the Committee, the Plan and/or the determination of the Committee will govern, as applicable. This Agreement is qualified in its entirety based on the determinations, interpretations and other decisions made within the sole discretion of the Committee;


b)	the grant of RSUs is voluntary and occasional and does not create any contractual or other right to receive future RSUs, or benefits in lieu of these awards, even if RSUs have been granted in the past;


c)	the Participant is subject to the Company’s Securities Trading Policy; and


d)	no claim or entitlement to compensation or damages shall arise from the forfeiture of the RSUs (either in whole or in part) resulting from the Participant’s termination of service, other than due to the Participant’s death or Disability.

RALPH LAUREN CORPORATION

By: ______________________________________

NAME

TITLE

This Non-Employee Director Restricted Stock Unit Award Agreement effective as of ___________ has been accepted by, and agreed to:

__________________________________

NAME

EXHIBIT 31.1

CERTIFICATION

I, Patrice Louvet, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Ralph Lauren Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



	/s/ PATRICE LOUVET
	Patrice Louvet
	President and Chief Executive Officer
	(Principal Executive Officer)

Date: November 7, 2019

EXHIBIT 31.2

CERTIFICATION

I, Jane Hamilton Nielsen, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Ralph Lauren Corporation;

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



	/s/ JANE HAMILTON NIELSEN
	Jane Hamilton Nielsen
	Chief Operating Officer and Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date: November 7, 2019

EXHIBIT 32.1

Certification of Patrice Louvet Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Ralph Lauren Corporation (the "Company") on Form 10-Q for the period ended September 28, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Patrice Louvet, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



	/s/ PATRICE LOUVET
	Patrice Louvet

Date: November 7, 2019

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Ralph Lauren Corporation and will be retained by Ralph Lauren Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

Certification of Jane Hamilton Nielsen Pursuant to 18 U.S.C. Section 1350,

as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Ralph Lauren Corporation (the "Company") on Form 10-Q for the period ended September 28, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jane Hamilton Nielsen, Chief Operating Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



	/s/ JANE HAMILTON NIELSEN
	Jane Hamilton Nielsen

Date: November 7, 2019

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Form 10-Q RALPH LAUREN CORP For: Sep 28

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