Form 10-Q RALPH LAUREN CORP For: Jun 27
EXHIBIT 10.1
AMENDMENT NO. 1
to the
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
AMENDMENT (“Amendment No. 1”) dated June 16, 2020, and made effective as of the 29th day of March 2020 (the “Effective Date”), by and between Ralph Lauren Corporation, a Delaware corporation (the “Company”), and Ralph Lauren (the “Executive”).
WHEREAS, the Executive currently serves as the Chief Creative Officer of the Company and Executive Chairman of the Board of Directors of the Company pursuant to an Amended and Restated Employment Agreement by and between the Company and the Executive made effective as of April 2, 2017 (the “Employment Agreement”); and
WHEREAS, the Company and the Executive wish to amend the Employment Agreement in certain respects;
NOW, THEREFORE, intending to be bound, the parties hereby agree as follows.
1. Definitions. All capitalized terms in this Amendment No. 1 that are undefined shall have the same meaning as ascribed to them in the Employment Agreement.
2.Section 4(a) of the Employment Agreement is amended to add the following at the end of the Section, effective as of the Effective Date:
“Notwithstanding the foregoing, for the Company’s 2021 fiscal year, which is the fiscal year starting on March 29, 2020 and ending on March 27, 2021 (“FY21”), Executive shall not receive any Base Salary.”
3. Section 4(b) of the Employment Agreement is amended to add the following at the end of the Section, effective as of the Effective Date:
“Notwithstanding the foregoing, (i) for the Company’s 2020 fiscal year, which is the fiscal year starting on April 1, 2019 and ending on March 28, 2020 (“FY20”), Executive shall not receive a Bonus under the Bonus Plan and (ii) for the first two quarters of FY21, Executive’s Bonus shall be based on the same form and criteria approved by the Compensation Committee as the bonus received by the Company’s President and Chief Executive Officer under the Bonus Plan in respect of such portion of FY21, which bonus shall be determined by the Compensation Committee based on a quantitative or qualitative evaluation of achievement levels for a combination of Company goals and (iii) for the last two quarters of FY21, Executive’s Bonus shall be based on the same form and criteria approved by the Compensation Committee as the bonus received by the Company’s President and Chief Executive Officer under the Bonus Plan in respect of such portion of FY21, which bonus shall be determined by the Compensation
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Committee based on an evaluation of achievement levels for Company goals, which criteria and goals may be quantitative or qualitative, to be determined on a future date by the Compensation Committee. The Compensation Committee shall apply the aforementioned criteria, factors, or goals whether quantitative or qualitative, equally to all Company Named Executive Officers. For FY21, Executive’s Target Bonus shall remain $6 million and Executive’s maximum Bonus shall equal 125% of Executive’s Target Bonus, which shall be the same on a percentage basis of target as the maximum bonus for each of the Company’s other Named Executive Officers in FY21.”
4. A new Section 4(c)(6) shall be added to the Agreement, which shall read as follows, effective as of the Effective Date:
FY21 Award. Notwithstanding anything else in this Agreement to the contrary, for FY21, Executive’s annual equity award shall be in the form of time-vesting restricted share units (“RSUs”) having a grant date value of $11 million, which shall vest based on continued service, except as otherwise provided for in the Agreement, on the three-year anniversary of the grant date and be settled as soon as practicable thereafter (but in no event later than thirty (30) days after the vesting date). The FY21 annual equity award granted to the Company’s other Named Executive Officers shall be identical in all respects to Executive’s FY21 annual equity award, except that (i) the awards granted to the other Named Executive Officers may have different grant date values and (ii) up to 50% of the awards granted to the other Named Executive Officers may vest according to a different normal vesting schedule than is applicable to Executive as described above. Executive shall be entitled to Dividend RSUs for the FY21 Award under the same terms and conditions that apply to Dividend PSUs under the Agreement.
5. Each of Sections 7(a)(4), 7(b)(3), 7(c)(3), and 7(d)(3) of the Agreement (regarding treatment of outstanding equity awards upon Executive’s termination of employment) shall be amended, if applicable, to apply to RSUs in the same manner as they apply to the other forms of equity awards identified in each of those sections of the Employment Agreement, except that, as applicable, the RSUs will vest or be forfeited on the date of Executive’s termination and be settled (if applicable) as soon as practicable following the vesting that occurs upon any such termination of employment date (but in no event later than thirty (30) days thereafter).
6. In the event that Executive becomes entitled to receive severance payments pursuant to Section 7(a) of the Agreement upon any termination without Cause or termination for Good Reason, Executive and the Company acknowledge and agree that (i) the Base Salary portion of any such severance payments pursuant to Section 7(a)(1)(I) of the Agreement shall be determined by reference to Executive’s unreduced Base Salary rate as in effect immediate prior to the Effective Date and (ii) the portion of any such severance payments determined by reference to Executive’s average annual Bonus paid in respect of the immediately preceding two Fiscal Years pursuant to Section 7(a)(1)(III) of the Agreement shall be determined by reference to the average actual Bonus amounts paid in respect of the two most recent Fiscal Years unaffected by this Amendment No. 1 (i.e., excluding the Bonus amounts determined in respect of FY20 and FY21).
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7. Section 11 of the Agreement shall be amended by removing the address identified for the Company for notice and replacing it with the following address:
Ralph Lauren Corporation
100 Metro Boulevard, 6th Floor
Nutley, NJ 07110
Attention: General Counsel
8. Except as specifically amended and/or modified by this Amendment No. 1, the Employment Agreement is hereby ratified and confirmed and all other terms of the Employment Agreement shall remain in full force and effect, unaltered and unchanged by this Amendment No. 1. The parties hereto acknowledge and agree that the changes to Executive’s compensation arrangements as described in this Amendment No. 1 are intended to be limited to the arrangements expressly described in this Amendment No. 1 and are not intended to adversely impact any other employee benefit arrangements covering Executive. In the event of a conflict between the Employment Agreement and this Amendment No. 1, this Amendment No. 1 shall govern.
IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be duly executed and the Executive has hereunto set his hand on the date first set forth above, as of the Effective Date.
RALPH LAUREN CORPORATION
By: /s/ MICHAEL A. GEORGE
Michael A. George,
Chairman of the Compensation & Organizational Development Committee
EXECUTIVE
/s/ RALPH LAUREN
Ralph Lauren
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EXHIBIT 10.2
AMENDMENT NO. 2
to the
EMPLOYMENT AGREEMENT
AMENDMENT (“Amendment No. 2”) dated June 17, 2020, and made effective as of March 29, 2020 (the “Effective Date”), by and between Ralph Lauren Corporation, a Delaware corporation (the “Company”), and Patrice Louvet (the “Executive”).
WHEREAS, the Executive serves as the President and Chief Executive Officer of the Company pursuant to an Employment Agreement by and between the Company and the Executive dated May 11, 2017, as amended (the “Employment Agreement”); and
WHEREAS, the Company and the Executive wish to amend the Employment Agreement in certain respects;
NOW, THEREFORE, intending to be bound, the parties hereby agree as follows.
1. The parenthetical paragraph at the bottom of the Section entitled “Executive Incentive Plan” in Exhibit 1 attached to the Employment Agreement is amended to read in its entirety as follows, effective as of the Effective Date:
“(At all times the bonus opportunity will be governed by the terms of the Company’s EOAIP and nothing contained herein restricts the Company’s rights to alter, amend or terminate the EOAIP at any time. Any reduction in the eligible opportunity to receive the bonus target percentage and/or the maximum percentage will nevertheless constitute Good Reason under Section 2.1(e)(A) of this Agreement, except with respect to the Company’s Fiscal 2021, during which a reduction in the maximum percentage shall not constitute Good Reason under Section 2.1(e)(A) of this Agreement).”
2. Except as amended and/or modified by this Amendment No. 2, the Employment Agreement is hereby ratified and confirmed and all other terms of the Employment Agreement shall remain in full force and effect, unaltered and unchanged by this Amendment No. 2.
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IN WITNESS WHEREOF, the Company has caused this Amendment No. 2 to be duly executed and the Executive has hereunto set his hand on the date first set forth above, as of the Effective Date.
RALPH LAUREN CORPORATION
By: /s/ MICHAEL A. GEORGE
Michael A. George,
Chairman of the Compensation & Organizational Development Committee
EXECUTIVE
/s/ PATRICE LOUVET
Patrice Louvet
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EXHIBIT 10.3
AMENDMENT NO. 1
to the
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
AMENDMENT (“Amendment No. 1”) dated June 17, 2020, and made effective as of the 29th day of March 2020 (the “Effective Date”), by and between Ralph Lauren Corporation, a Delaware corporation (the “Company”), and Jane Nielsen (the “Executive”).
WHEREAS, the Executive currently serves as the Executive Vice President, Chief Operating Office and Chief Financial Officer of the Company pursuant to an Amended and Restated Employment Agreement by and between the Company and the Executive made effective as of March 31, 2019 (the “Employment Agreement”); and
WHEREAS, the Company and the Executive wish to amend the Employment Agreement in certain respects;
NOW, THEREFORE, intending to be bound, the parties hereby agree as follows.
1.Section 2.1(e)(A) of the Employment Agreement is amended to add the following parenthetical after the words “annual bonus percentage” effective as of the Effective Date:
“(except with respect to a reduction in the maximum bonus percentage for the Company’s Fiscal 2021)”
2.Except as specifically amended and/or modified by this Amendment No.1, the Employment Agreement is hereby ratified and confirmed and all other terms of the Employment Agreement shall remain in full force and effect, unaltered and unchanged by this Amendment No. 1.
IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be duly executed and the Executive has hereunto set her hand on the date first set forth above, as of the Effective Date.
RALPH LAUREN CORPORATION
By: /s/ ROSEANN LYNCH
Roseann Lynch, Executive Vice President, Chief People Officer
EXECUTIVE
/s/ JANE HAMILTON NIELSEN
Jane Nielsen
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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: August 4, 2020 | |
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;
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/ JANE HAMILTON NIELSEN | |
Jane Hamilton Nielsen | |
Chief Operating Officer and Chief Financial Officer | |
(Principal Financial and Accounting Officer) | |
Date: August 4, 2020 | |
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 June 27, 2020, 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: August 4, 2020 | |
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 June 27, 2020, 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: August 4, 2020 | |
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.