Common use of Incentive and Bonus Compensation Clause in Contracts

Incentive and Bonus Compensation. The Executive shall be eligible to participate in the Company’s existing and future bonus and stock option plans and other incentive compensation programs for similarly situated executives (collectively, “Plans”), to the extent that the Executive is qualified to participate in any such Plan under the generally applicable provisions thereof in effect from time to time. Notwithstanding the foregoing, the Executive acknowledges and agrees that the Executive shall receive the equity awards described in Sections 2(e) and 2(f), and no other equity awards shall be made to the Executive during the Employment Period. The Executive further acknowledges and agrees that eligibility to participate in a Plan is not a guarantee of participation in or of the receipt of any award, payment or other compensation under any Plan. (i) To the extent the Executive does participate in a Plan and the Plan does not expressly provide otherwise, the Chief Executive Officer or the Board, as appropriate, may determine all terms of participation (including, without limitation, the type and size of any award, payment or other compensation and the timing and conditions of receipt thereof by the Executive) in the Chief Executive Officer’s or the Board’s sole and absolute discretion. Nothing herein shall be deemed to prohibit the Company or the Board from amending or terminating any and all Plans in its sole and absolute discretion. Except as otherwise provided herein, the terms of each Plan shall govern the Executive’s rights and obligations thereunder during the Executive’s employment and upon the termination thereof. Without limiting the generality of the foregoing, the definition of “Cause” hereunder shall not supersede the definition of “cause” in any Plan (unless the Plan expressly defers to the definition of “cause” under an executive’s employment agreement) and any rights of the Executive hereunder upon and subsequent to the termination of the Executive’s employment shall be in addition to, and not in lieu of, any right of the Executive under any Plan then in effect upon or subsequent to a termination of employment.

Incentive and Bonus Compensation. The Executive shall be eligible to participate in the Company’s existing and future bonus and stock option plans and other incentive compensation programs for similarly situated executives (collectively, “Plans”), to the extent that the Executive is qualified to participate in any such Plan under the generally applicable provisions thereof in effect from time to time. Notwithstanding the foregoing; provided, the Executive acknowledges however, that it is acknowledged, understood and agrees agreed that the Executive shall receive has received an equity award in PVH’s 2013 fiscal year (the “2013 Award”) and no further equity awards described in Sections 2(e) and 2(f), and no other equity awards shall will be made to him in PVH’s 2013, 2014, or 2015 fiscal years. For the avoidance of doubt, the parties acknowledge and agree that the Executive’s transition to the role of Executive during Chairman of PVH Europe, as contemplated in Section 1(c)(iii), shall not affect his rights with respect to the Employment Period2013 Award. The Executive further acknowledges and agrees that eligibility to participate in a Plan is not a guarantee of participation in or of the receipt of any award, payment or other compensation under any Plan. (i) Notwithstanding anything herein to the contrary, the Executive acknowledges and agrees that following the Transition Date, the Executive’s bonus opportunity under any such Plan shall be reduced by 50%; provided, however, that the Executive shall be eligible to receive with respect to the year in which the Transition Date occurs any bonus earned multiplied by a fraction, the numerator of which is equal to the sum of (A) the number of days during the year prior to the Transition Date plus (B) the product of (x) the number of days during such year from and after the Transition Date multiplied by (y) 0.5 and the denominator of which is 365. (ii) To the extent the Executive does participate in a Plan and the Plan does not expressly provide otherwise, the Chief Executive Officer or PVH’s CEO and/or the Board, as appropriate, may determine all terms of participation (including, without limitation, the type and size of any award, payment or other compensation and the timing and conditions of receipt thereof by the Executive) in the Chief Executive Officersole and absolute discretion of PVH’s CEO or the Board’s sole and absolute discretion. Nothing herein shall be deemed to prohibit the Company or the Board from amending or terminating any and all Plans in its sole and absolute discretion. Except as otherwise provided herein, the terms of each Plan shall govern the Executive’s rights and obligations thereunder during the Executive’s employment and upon the termination thereof. Without limiting the generality of the foregoing, the definition of “Cause” hereunder shall not supersede the definition of “cause” in any Plan (unless the Plan expressly defers to the definition of “cause” under an executive’s employment agreement) and any rights of the Executive hereunder upon and subsequent to the termination of the Executive’s employment shall be in addition to, and not in lieu of, any right of the Executive under any Plan then in effect upon or subsequent to a termination of employment.

Incentive and Bonus Compensation. The Executive shall be eligible to participate in the Company’s existing and future bonus and stock option plans and other incentive compensation programs for similarly situated executives executives, including, without limitation, the Company’s 1997, 2000 and 2003 Stock Option Plans, and subject to the approval thereof by the Company’s stockholders at the 2005 Annual Meeting of Stockholders, the Company’s Long-Term Incentive Plan and Performance Incentive Bonus Plan (collectively, “Plans”), to the extent that the Executive is qualified to participate in any such Plan under the generally applicable provisions thereof in effect from time to time. Notwithstanding the foregoing, the Executive acknowledges and agrees that the Executive shall receive the equity awards described in Sections 2(e) and 2(f), and no other equity awards shall be made to the Executive during the Employment Period. The Executive further acknowledges and agrees that Such eligibility to participate in a Plan is not a guarantee of participation in or of the receipt of any award, payment or other compensation under any Plan. (i) . To the extent the Executive does participate in a Plan and the Plan does not expressly provide otherwise, the Chief Executive Officer or the Board, as appropriate, Board may determine all terms of participation (including, without limitation, the type and size of any award, payment or other compensation and the timing and conditions of receipt thereof by the Executive) in the Chief Executive Officer’s or the Board’s its sole and absolute discretion; provided, that, with respect to each fiscal year ending during the Employment Period, the Executive’s target annual cash bonus opportunity under the Company’s Performance Incentive Bonus Plan (or any successor plan) shall be no less than 75% of his Base Salary and his maximum annual cash bonus opportunity under the Company’s Performance Incentive Bonus Plan (or any successor plan) shall be no less than 175% of his Base Salary. Nothing herein shall be deemed to prohibit the Company or the Board from amending or terminating any and all Plans in its sole and absolute discretion, provided, that, if the Company’s Long Term Incentive Plan is discontinued, it shall be replaced with a plan or program that provides the Executive with a comparable long-term incentive opportunity, which shall not be a guarantee of the terms or form of payment of the potential awards or benefits under any such replacement plan. Except as otherwise provided herein, the terms of each Plan shall govern the Executive’s rights and obligations thereunder during the Executive’s employment and upon the termination thereof. Without limiting the generality of the foregoing, the definition of “Cause” hereunder shall not supersede the definition of “cause” in any Plan (unless the Plan expressly defers to the definition of “cause” under an executive’s employment agreement) and any rights of the Executive hereunder upon and subsequent to the termination of the Executive’s employment shall be in addition to, and not in lieu of, any right of the Executive under any Plan then in effect upon or subsequent to a termination of employment.

Incentive and Bonus Compensation. The Executive shall be eligible to participate in the Company’s 's existing and future bonus and stock option plans and other incentive compensation programs for similarly situated executives (collectively, “"Plans”"), to the extent that the Executive is qualified to participate in any such Plan under the generally applicable provisions thereof in effect from time to time. Notwithstanding the foregoing, the Executive acknowledges and agrees that the Executive shall receive the equity awards described in Sections 2(e) and 2(f), and no other equity awards shall be made to the Executive during the Employment Period. The Executive further acknowledges and agrees that Such eligibility to participate in a Plan is not a guarantee of participation in or of the receipt of any award, payment or other compensation under any Plan. (i) . To the extent the Executive does participate in a Plan and the Plan does not expressly provide otherwise, the Chief Executive Officer or the Board, as appropriate, Board may determine all terms of participation (including, without limitation, the type and size of any award, payment or other compensation and the timing and conditions of receipt thereof by the Executive) in the Chief Executive Officer’s or the Board’s 's sole and absolute discretion. Nothing herein shall be deemed to prohibit the Company or the Board from amending or terminating any and all Plans in its sole and absolute discretion. Except as otherwise provided herein, the terms of each Plan shall govern the Executive’s 's rights and obligations thereunder during the Executive’s 's employment and upon the termination thereof. Without limiting the generality of the foregoing, the definition of “"Cause” " hereunder shall not supersede the definition of “"cause” " in any Plan (unless the Plan expressly defers to the definition of “"cause” " under an executive’s 's employment agreement) and any rights of the Executive hereunder upon and subsequent to the termination of the Executive’s 's employment shall be in addition to, and not in lieu of, any right of the Executive under any Plan then in effect upon or subsequent to a termination of employment. Notwithstanding anything herein to the contrary, if, prior to the End Date, the Executive transitions to the role of Executive Chairman of the Board, then the Executive's annual bonus in respect of the fiscal year during which such transition occurs shall be based on actual performance and subject to the same performance criteria and threshold, target and maximum payout levels (expressed as a percentage of base salary) that would have applied for such fiscal year had the Executive not transitioned to the role of Executive Chairman, and shall be calculated based on the sum of (i) the Executive's Base Salary for such fiscal year for the Executive's service as the Chief Executive Officer of the Company, pro rated for the number of days during such fiscal year that the Executive served as the Chief Executive Officer of the Company, plus (ii) the Executive's annual rate of base salary for such fiscal year for the Executive's service as the Executive Chairman of the Board, pro rated for the number of days during such fiscal year that the Executive served as the Executive Chairman of the Board. Notwithstanding anything herein to the contrary, if the Executive's employment with the Company, including, without limitation, as Chief Executive Officer or Executive Chairman of the Board, terminates for any reason, other than by reason of death or for Cause, such termination shall be treated as a Retirement (as defined in PVH's 2006 Stock Incentive Plan, as amended and restated effective April 30, 2015 (the "Stock Incentive Plan")) for purposes of the Executive's then-outstanding equity incentive awards granted under the Stock Incentive Plan (except to the extent any award, which shall not include any regular, annual equity award, is made on terms that expressly exempt it from vesting upon Retirement). The Executive acknowledges and agrees that, unless the Board determines otherwise, the Executive shall not be granted any equity incentive awards during calendar year 2024.

Incentive and Bonus Compensation. The Executive shall be eligible to participate in the Company’s 's existing and future bonus and stock option plans and other incentive compensation programs for similarly situated executives (collectively, “"Plans”"), to the extent that the Executive is qualified to participate in any such Plan under the generally applicable provisions thereof in effect from time to time. Notwithstanding the foregoing, the Executive acknowledges and agrees that the Executive shall receive the equity awards described in Sections 2(e) and 2(f), and no other equity awards shall be made to the Executive during the Employment Period. The Executive further acknowledges and agrees that Such eligibility to participate in a Plan is not a guarantee of participation in or of the receipt of any award, payment or other compensation under any Plan. (i) . To the extent the Executive does participate in a Plan and the Plan does not expressly provide otherwise, the Company's Chief Executive Officer or (the "Chief Executive Officer") and/or the Board, as appropriate, may determine all terms of participation (including, without limitation, the type and size of any award, payment or other compensation and the timing and conditions of receipt thereof by the Executive) in the Chief Executive Officer’s 's or the Board’s 's sole and absolute discretion. Nothing herein shall be deemed to prohibit the Company or the Board from amending or terminating any and all Plans in its sole and absolute discretion. Except as otherwise provided herein, the The terms of each Plan shall govern the Executive’s 's rights and obligations thereunder during the Executive’s 's employment and upon the termination thereof. Without limiting the generality of the foregoing, the definition of “"Cause” " hereunder shall not supersede the definition of “"cause” " in any Plan (unless the Plan expressly defers to the definition of “"cause” " under an executive’s 's employment agreement) and any rights of the Executive hereunder upon and subsequent to the termination of the Executive’s 's employment shall be in addition to, and not in lieu of, any right of the Executive under any Plan then in effect upon or subsequent to a termination of employment. (i) The Executive shall be eligible to participate in the Company's Performance Incentive Bonus Plan with respect to fiscal year 2019, with a threshold bonus opportunity equal to 75% of the Executive's Base Salary, a target bonus opportunity equal to 150% of the Executive's Base Salary and a maximum bonus opportunity equal to 300% of the Executive's Base Salary for such fiscal year, pro rated for the number of days during such fiscal year that the Executive was employed by the Company; provided, however, that the Executive's bonus amount for fiscal year 2019 shall be no less than the Executive's target bonus opportunity for such fiscal year, pro rated for the number of days during such fiscal year that the Executive was employed by the Company (the "Pro-Rated Target Amount"). The Company shall pay to the Executive the Pro-Rated Target Amount by no later than December 31, 2019. With respect to the Executive's annual bonus opportunity for fiscal year 2020, the Company shall pay to the Executive, by no later than December 31, 2020, an amount equal to 80% of the Company's good faith estimate of the bonus amount that the Executive shall earn for such fiscal year (the "Estimated Bonus Amount"); provided, however, that if the actual bonus amount earned by the Executive for fiscal year 2020 is less than the Estimated Bonus Amount, then the Executive shall promptly repay to the Company an amount equal to the difference between the Estimated Bonus Amount and the actual bonus amount earned by the Executive for fiscal year 2020. If the Executive is obligated to make a repayment to the Company pursuant to the immediately preceding sentence, then the Company may, in its discretion, offset all or part of such obligation against amounts otherwise due to the Executive from the Company.

Incentive and Bonus Compensation. The Executive shall be eligible to participate in the Company’s 's existing and future bonus and stock option plans and other incentive compensation programs for similarly situated executives (collectively, “Plans”), to the extent that the Executive is qualified to participate in any such Plan under the generally applicable provisions thereof in effect from time to time. Notwithstanding the foregoing; provided, the Executive acknowledges however, that it is acknowledged and agrees agreed that the Executive shall will receive an option to purchase shares of the equity awards Company's common stock in PVH's 2013 fiscal year as described in Sections Section 2(e) and 2(f), and no other equity further option awards shall will be made to the Executive during the Employment Periodhim in PVH's 2013, 2014 or 2015 fiscal years. The Executive further acknowledges and agrees that eligibility to participate in a Plan is not a guarantee of participation in or of the receipt of any award, payment or other compensation under any Plan. (i) Notwithstanding anything herein to the contrary, the Executive acknowledges and agrees that following the Transition Date, the Executive's bonus opportunity under any such Plan shall be reduced by 50%; provided, however, that the Executive shall be eligible to receive with respect to the year in which the Transition Date occurs any bonus earned multiplied by a fraction, the numerator of which is equal to the sum of (A) the number of days during the year prior to the Transition Date plus (B) the product of (x) the number of days during such year from and after the Transition Date multiplied by (y) 0.5 and the denominator of which is 365. (ii) To the extent the Executive does participate in a Plan and the Plan does not expressly provide otherwise, the Chief Executive Officer or PVH's CEO and/or the Board, as appropriate, may determine all terms of participation (including, without limitation, the type and size of any award, payment or other compensation and the timing and conditions of receipt thereof by the Executive) in the Chief Executive Officer’s PVH's CEO's or the Board’s 's sole and absolute discretion. Nothing herein shall be deemed to prohibit the Company or the Board from amending or terminating any and all Plans in its sole and absolute discretion. Except as otherwise provided herein, the terms of each Plan shall govern the Executive’s 's rights and obligations thereunder during the Executive’s 's employment and upon the termination thereof. Without limiting the generality of the foregoing, the definition of “Cause” hereunder shall not supersede the definition of “cause” in any Plan (unless the Plan expressly defers to the definition of “cause” under an executive’s 's employment agreement) and any rights of the Executive hereunder upon and subsequent to the termination of the Executive’s 's employment shall be in addition to, and not in lieu of, any right of the Executive under any Plan then in effect upon or subsequent to a termination of employment.