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RALPH LAUREN : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

05/29/2014 | 05:14pm US/Eastern
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

           APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
           OFFICERS.


On May 27, 2014, Ralph Lauren Corporation (the "Company") and Roger N. Farah, the Company's Executive Vice Chairman, entered into an amendment (the "Amendment") to the Amended and Restated Employment Agreement, effective November 1, 2013, between Mr. Farah and the Company. Pursuant to the Amendment, Mr. Farah may elect to cancel the remaining portion of his outstanding vested restricted stock units that were granted him on July 1, 2004 ("RSUs") in exchange for a credit to his deferred compensation account equal to the product of the number of cancelled RSUs multiplied by the fair market value of a share of the Company's Class A common stock on the date of cancellation; provided, that such election to cancel the RSUs must be effective not later than May 30, 2014.

The foregoing description of the Amendment is qualified in its entirety by the Amendment which is attached hereto as Exhibit 10.1.



ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.



                                   (d) Exhibits.



  EXHIBIT NO. DESCRIPTION



  10.1 Amendment No. 1 to the Amended and Restated Employment Agreement, made
       effective as of May 27, 2014, between Ralph Lauren Corporation and Roger N.
       Farah.












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