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AMENDMENT NO. 2
TO THE
POLO RALPH LAUREN CORPORATION
1997 LONG-TERM STOCK INCENTIVE PLAN
(AS AMENDED AND RESTATED AS OF AUGUST 12, 2004)
WHEREAS, Polo
Ralph Lauren Corporation (the “Company”) sponsors the
Polo Ralph Lauren Corporation 1997 Long-Term Stock Incentive Plan
(as Amended and Restated as of August 12, 2004), which was
previously amended effective June 30, 2006 (the
“Plan”);
WHEREAS, the Board
of Directors of the Company (the “Board”) desires to
further amend the Plan to allow the Company to seek repayment in
certain circumstances of stock-based and other compensation awards
that are granted pursuant to the Plan on or after May 21,
2009, to the Company’s named executive officers (as defined
for purposes of the executive compensation disclosure rules of the
Securities Exchange Act of 1934, as amended); and
WHEREAS, the Board
may amend the Plan in accordance with Section 12(a) of the Plan,
subject to stockholder approval under certain circumstances not
applicable hereto.
NOW, THEREFORE,
the Plan is hereby amended, effective as of May 21, 2009, to
add the following as new Section 12(d):
“
(d) Forfeiture Events. For purposes of this
Section 12(d), a “named executive officer” means a
Participant who is a named executive officer of the Company (as
defined for purposes of the executive compensation disclosure rules
of the Exchan
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