For purposes hereof, a “Change in Control” shall mean the occurrence of any of the following: (i) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Corporation to any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934 (“Act”)) other than Permitted Holders; (ii) any person or group, other than Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Act, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50 percent of the total voting power of the voting stock of the Corporation, including by way of merger, consolidation or otherwise; (iii) during any period of two consecutive years, Present and/or New Directors cease for any reason to constitute a majority of the Board; or (iv) the Permitted Holders’ beneficial ownership of the total voting power of the voting stock of the Corporation falls below 30 percent and either Ralph Lauren is not nominated for a position on the Board of Directors, or he stands for election to the Board of Directors and is not elected. For purposes of this Section 4.1(b), the following terms have the meanings indicated: “Permitted Holders” shall mean, as of the date of determination: (A) any and all of Ralph Lauren, his spouse, his siblings and their spouses, and descendants of them (whether natural or adopted) (collectively, the “Lauren Group”); and (B) any trust established and maintained primarily for the benefit of any member of the Lauren Group and any entity controlled by any member of the Lauren Group. “Present Directors” shall mean individuals who at the beginning of any such two consecutive year period were members of the Board. “New Directors” shall mean any directors whose election by the Board or whose nomination for election by the shareholders of the Corporation was approved by a vote of a majority of the directors of the Corporation who, at the time of such vote, were either Present Directors or New Directors.
FK Reading Ease
-29.5

FK Grade Level
Graduate School
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  • Tools of the Trade: Tools of the trade regard any item required for a person to do his or her job, such as hand tools for maintenance and construction or a chef’s knife for a caterer.

    FK Reading Ease
    59.8

    FK Grade Level
    College
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  • Bladed, Edged, or Sharp Weapons: 1. Saws, including cordless portable power saws; 2. Scissors, metal with pointed tips; 3. Screw drivers (except those in eyeglass repair kits); 4. Drills, including portable power drills; and 5. Tools including, but not limited to, wrenches, pliers, and folding, multi-purpose utility tools, etc.
    FK Reading Ease
    68.1

    FK Grade Level
    Elementary School
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  • FK Reading Ease
    87.7

    FK Grade Level
    Elementary School
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  • “Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.
    FK Reading Ease
    6.2

    FK Grade Level
    Graduate School
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  • Disabling Chemicals and Other Dangerous Items: 1. Chlorine and bleach; 2. Compressed gas cylinders, including fire extinguishers; and 3. Toxic industrial chemicals and/or materials.

    FK Reading Ease
    41.4

    FK Grade Level
    High School
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  • Club-like Items and Striking Devices: 1. Baseball bats, 2. Golf clubs, 3. Hockey sticks, 4. Lacrosse sticks, 5. Pool cues, and 6. Ski poles.

    FK Reading Ease
    111.8

    FK Grade Level
    Elementary School
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  • Appropriate Legal Authority: Individuals charged or permitted under code or regulation with the authority to control the admittance of items in certain buildings or parts of a building. Examples include the control of personal electronic devices in areas where secure compartmental information may be stored, the prohibition for cameras in certain areas, or a judge prohibiting electronic devices in a courtroom or where witnesses or jurors may be present.

    FK Reading Ease
    6.3

    FK Grade Level
    Graduate School
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  • Controlled Item: Potentially dangerous devices or items that are not prohibited in Federal facilities that may require advance notification for entry for Federal and contract employees only.
    FK Reading Ease
    -2.3

    FK Grade Level
    Graduate School
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  • Exception: Temporary in nature and granted for specific occurrences or a defined time period.

    FK Reading Ease
    17.4

    FK Grade Level
    College
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