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AGREEMENT AND RELEASE
This Agreement is made and entered into between VF Corporation (the "Company"),
and Xxxxxx X. XxxXxxxxx ("Employee");
WHEREAS, the Parties acknowledge that Employee is currently employed by the
Company in the position of Vice President and Chairman - Playwear and Intimate
Apparel Coalitions in an at-will employment relationship; and
WHEREAS, the Parties agree that Employee will separate from his employment with
the Company on October 31, 2000.
NOW, THEREFORE, in consideration of the mutual agreements and promises set forth
within this Agreement, the Company and Employee voluntarily agree to the
following terms, each of which is material.
1. CASH CONSIDERATION. As valuable and sufficient consideration for
each and all of the Employee's obligations and promises set forth
below, the Company will provide the following:
1.1 The Company shall pay Employee $ 41,383.34
(salary/car allowance) per month for the 26 month
period beginning November 1, 2000 and running through
December 31, 2002, subject to applicable federal,
state and local taxes. It is agreed these payments
also compensate Employee for all unused vacation. If
Employee remains in compliance with his obligations
pursuant to this Agreement, payments made pursuant to
this section shall not be rescinded, regardless of
future earnings. In the event of the death of
Employee before December 31, 2002, the balance of
such payments shall be paid to Employee's estate.
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Severance Agreement and Release for Xxxxxx X. XxxXxxxxx
December 8, 2000
1.2 Employee will be eligible to receive a 2000 bonus
under the Company's Executive Incentive Compensation
Plan and a cash equivalent of a Mid-Term Incentive
Plan award as determined by the Company's Board of
Directors in its discretion in February, 2001.
1.3 In accordance with and subject to the provisions of
the Company's 1996 Stock Compensation Plan (the
"Stock Compensation Plan"), Employee will be eligible
to exercise outstanding stock options, which are
otherwise exercisable in accordance with the Stock
Compensation Plan, up to and including December 31,
2002. Subject to the VF Board of Directors
Compensation and Organization Committee approval, the
30,000 shares which are eligible to vest on February
8, 2003 shall vest on February 8, 2002.
1.4 Pursuant to the Stock Compensation Plan, the
Company's Organization and Compensation Committee has
modified and amended each award of Restricted Stock
previously granted to Employee to provide that such
stock shall be converted to restricted stock units
which will become fully vested and non-forfeitable at
December 31, 2002, but will remain subject to
forfeiture if Employee fails to satisfy the terms and
conditions of any severance agreement entered into
between the Company and Employee. The Parties agree
that they shall execute the Restricted Stock Units
Agreement, attached as Exhibit A, contemporaneously
with this Agreement.
1.5 The Parties agree that the Company has no prior legal
obligation to make the payments or provide the
benefits agreed to in sections 1.1 through 1.4.
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Severance Agreement and Release for Xxxxxx X. XxxXxxxxx
December 8, 2000
2. OTHER EMPLOYEE BENEFITS. As valuable and sufficient consideration
for each and all of the Employee's obligations and promises set
forth below, the Company will also provide the following:
2.1 Employee shall be eligible for participation in the
VF Executive Deferred Savings Plan through December
31, 2002 on the same basis as then provided to active
eligible plan participants.
2.2 Employee shall be eligible for continued coverage
under the Company's medical, dental and life
insurance plans through December 31, 2002.
Thereafter, he will be entitled to coverage as
required by law under COBRA.
2.3 Employee shall be eligible for Company sponsored
financial counseling through December 31, 2002.
2.4 Employee's retirement benefits shall be determined
under the benefit formula of the Corporation's
Pension Plan with the following modifications
approved by the Company's Organization and
Compensation Committee:
2.4.1 Employee's last day worked shall be deemed
December 31, 2000, and he shall be credited
with two additional Years of Service in
determining his Accrued Benefit under the
Pension Plan;
2.4.2 Any severance payments made by the Company
to Employee pursuant to this Agreement or
otherwise shall not be considered in
determining his Accrued Benefit under the
Pension Plan; and
2.4.3 Employee's Compensation under the Pension
Plan shall be computed without reduction
for any compensation deferred under the
Company's Executive Deferred Savings Plan
or Deferred Compensation Plan, and without
application of the annual compensation
limit under the Internal Revenue Code.
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Severance Agreement and Release for Xxxxxx X. XxxXxxxxx
December 8, 2000
2.4.4 Employee shall be entitled to benefits
under the Company's Pension Plan in the
amount and payable at the time and in the
form provided for under the terms of the
Pension Plan, and the additional retirement
benefits granted to Employee pursuant to
this Agreement shall be paid to Employee
pursuant to the Company's Supplemental
Executive Retirement Plan.
2.5 The Parties agree that the Company has no prior legal
obligation to make the payments or provide the
benefits agreed to in sections 2.1 through 2.4
3. EMPLOYEE'S REPRESENTATIONS. Employee hereby represents and warrants
to and agrees with the Company as follows, with full knowledge that
the Company intends to rely thereon:
3.1 Confidential Information. Employee acknowledges that
as an employee of the Company he has had access to
and may be in possession of non-public information
about the Company and its business plans and
strategies. Therefore, Employee and each other person
controlling, controlled by or under common control
with Employee, shall not disclose directly or
indirectly to any person or entity outside the employ
of the Company, without the express written
authorization of the Company, unless required by
subpoena of a court of law, any business plans,
customer list, pricing strategies, customer files and
records, any proprietary data or trade secrets, or
any other confidential information of the Company, or
any financial information about the Company or its
business not in the public domain. For purposes of
this Section, the term "Company" shall include the
Company and its subsidiaries, related corporations
and affiliates.
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Severance Agreement and Release for Xxxxxx X. XxxXxxxxx
December 8, 2000
3.2 Covenant not to Compete. From the date of this
Agreement through December 31, 2002 Employee agrees
not to serve as an employee, director, consultant or
advisor to any of the following companies or their
subsidiaries or affiliates: Warnaco Group, Inc., Xxxx
Xxx Corporation, and Levi Xxxxxxx & Co. Employee
acknowledges and agrees that this covenant serves the
legitimate business interests of the Company to
protect its confidential information, trade secrets,
good will and customer contacts. Employee further
acknowledges and agrees that in the event that he
breaches this covenant not to compete the damage to
the Company would be irreparable and that money
damages will not adequately compensate the Company
for its injuries. Accordingly, Employee agrees that
in the event he breaches this covenant not to compete
the Company will be entitled to an immediate order
from a court of competent jurisdiction commanding
Employee to cease his violation and enjoining
Employee from further violation of the covenant not
to compete. Employee further agrees that the Company
would be entitled to recovery of its cost and
attorney fees incurred as a result of the violation.
In the event of a breach of the covenant not to
compete, the Company shall have no further obligation
under Sections 1 and 2 above. In the event that
injunctive relief is requested by and granted the
Company, the Company shall be obligated under
Sections 1 and 2 for the period of time during which
the injunction is in effect up to and including
December 31, 2002.
3.3 No Solicitation. From the date hereof through
December 31, 2002, Employee agrees not to directly or
indirectly solicit for hire any person who is
currently employed by the Company, its affiliates,
and its subsidiaries.
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Severance Agreement and Release for Xxxxxx X. XxxXxxxxx
December 8, 2000
3.4 Non-disparagement. Employee agrees never to disparage
the Company, its predecessors, successors, or
affiliates, or any employees or agents of the
Company. Disparage as used herein shall mean any
communication, oral or written, of false information
or the communication of information with reckless
disregard to its truth or falsity.
3.5 No Contact. From the date hereof through December 31,
2002, the Employee agrees not to initiate or maintain
contact with any officer, director, or employee of
the Company or its affiliates regarding the Company's
or any affiliate's business, prospects, operations,
or finances, except with the express written
permission of the Company.
3.6 Return of Company Property. Employee shall promptly
return any and all items in his possession which are
owned by or otherwise the property of the Company or
its affiliates.
3.7 Board Resignation. Employee agrees to resign from all
positions as an officer or director to which he has
been elected or appointed for the Company, and its
affiliates, subsidiaries, or related corporations.
3.8 Confidentiality. Employee will not reveal the terms
and understandings contained in this Agreement other
than to his legal and financial advisors, unless he
becomes legally compelled to do so, provided,
however, that, prior to any such disclosure, Employee
shall give prompt written notice to the Company so
that the Company may take any action that it deems
necessary or appropriate to seek a protective order
or other appropriate remedy. These restrictions do
not apply to Sections 3.1 through 3.8.
3.9 Remedies for Breach by Employee. Employee understands
and agrees that the Company's obligation to perform
under this Agreement is
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Severance Agreement and Release for Xxxxxx X. XxxXxxxxx
December 8, 2000
conditioned upon Employee's covenants and promises to
the Company as set forth herein. In the event
Employee breaches any such covenants and promises, or
causes any such covenants or promises to be breached,
Employee acknowledges and agrees that the Company's
obligations to perform under this Agreement shall
automatically terminate and the Company shall have no
further liability or obligation to Employee, or
alternatively, that the Company may seek injunctive
relief to enforce the provisions of this Agreement.
Employee acknowledges and agrees that in the event
that he materially breaches any provision of this
Agreement, the damage to the Company would be
irreparable and that money damages will not
adequately compensate the Company for its injuries.
Accordingly, Employee agrees that in the event of a
material breach, the Company will be entitled to an
immediate order from a court of competent
jurisdiction commanding Employee to cease his
violation and enjoining Employee from further
violation. Employee further agrees that the Company
would be entitled to recovery of its cost and
attorney fees incurred as a result of the violation.
The remedies available to the Company as set out is
this section are not intended to be exclusive of any
other remedies to which the Company may be entitled
at law or equity, (including but not limited to
monetary damages, specific performance, and other
injunctive relief), due to breach or threatened
breach of any provision of this Agreement.
4. RELEASE.
4.1 IN PARTIAL CONSIDERATION OF THE PERFORMANCE BY THE
COMPANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND
OTHER GOOD AND VALUABLE CONSIDERATION, EMPLOYEE DOES
HEREBY FOR HIMSELF, HIS HEIRS, EXECUTORS,
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Severance Agreement and Release for Xxxxxx X. XxxXxxxxx
December 8, 2000
ADMINISTRATORS AND ASSIGNS, FOREVER RELEASE, REMISE
AND DISCHARGE THE COMPANY, ITS OFFICERS, DIRECTORS,
PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR OFFICERS
AND DIRECTORS AND THEIR SUCCESSORS AND ASSIGNS, FROM
AND AGAINST ANY CLAIMS AND CAUSES OF ACTION WHICH HE
HAS, HAD OR MAY HAVE EVER HAD, INCLUDING, BUT NOT
LIMITED TO, ANY CLAIMS WHICH EMPLOYEE HAS, HAD, OR
MAY HAVE HAD ARISING OUT OF HIS EMPLOYMENT WITH THE
COMPANY OR OTHERWISE RELATING TO OR ARISING OUT OF
ANY RELATIONSHIP OR STATUS HE MAY HAVE HAD IN THE
PAST WITH THE COMPANY, OR ANY OF ITS AFFILIATES OR
SUBSIDIARIES. THE PARTIES SPECIFICALLY CONTEMPLATE
THAT THIS RELEASE COVERS ANY POTENTIAL CLAIM BY
EMPLOYEE OF AGE DISCRIMINATION OR EMPLOYMENT
DISCRIMINATION AGAINST THE COMPANY UNDER THE AGE
DISCRIMINATION IN EMPLOYMENT ACT, THE CIVIL RIGHTS
ACT OF 1964, AND ANY OTHER FEDERAL, STATE OR LOCAL
LAWS OR ORDINANCES, AND ANY COMMON LAW CLAIMS UNDER
TORT, CONTRACT OR ANY OTHER THEORIES NOW OR HEREAFTER
RECOGNIZED.
4.2 Employee agrees that no other person (including but
not limited to attorneys, heirs, executors,
administrators, successors, and assigns) may assert
any claim that he has or might have against the
Company and further agrees that he will fully
cooperate with the Company in seeking dismissal of
any such claim that might be raised on his behalf.
4.3 The Parties agree that this Agreement may be treated
as a complete defense to any legal, equitable, or
administrative action that may be brought,
instituted, or taken by Employee, or on his behalf,
against the Company and shall forever be a complete
bar to the commencement or prosecution of any claim,
demand, lawsuit, charge, or other legal proceeding of
any kind against the Company, any related companies
and subsidiaries, and the directors, officers,
employees, and agents of them,
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Severance Agreement and Release for Xxxxxx X. XxxXxxxxx
December 8, 2000
including any successors and assigns, relating to
employment with the Company and/or the termination of
employment with the Company.
4.4 The release contained in Section 4.1 hereof is not
intended to relieve the Company of its obligations
under this Agreement to make the payments and provide
the benefits under Sections 1 and 2 hereof, but is
otherwise fully effective in accordance with its
terms as to all other rights, claims or causes of
action which Employee has, had or may have had as set
forth in Section 4.1 hereof.
4.5 The Company hereby forever releases and discharges
Employee, from and against any claims and causes of
action which Company has had, or may have ever had,
against Employee arising out of his employment with
the Company or otherwise relating to or arising out
of any relationship or status he may have had in the
past with the Company, or any of its affiliates or
subsidiaries. The foregoing shall not release
Employee from any of his obligations under Section 3
of this Agreement or from liability for fraud or
willful misconduct.
4.6 Employee received this Agreement on October 27, 2000
and had at least twenty-one (21) days to consider its
terms and conditions, including without limitation,
the release provisions of Section 4.1. By receipt of
the proposed Severance Agreement and Release,
Employee was advised by the Company to consult with
an attorney of Employee's choice before signing this
Agreement.
4.7 Employee's execution of this Agreement is knowing and
voluntary, without duress and after an opportunity to
consult with his attorney.
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Severance Agreement and Release for Xxxxxx X. XxxXxxxxx
December 8, 2000
5. WAIVER, DISCHARGE, ETC. This Agreement may not be released,
discharged, abandoned, changed or modified in any manner, except by
an instrument in writing signed on behalf of each of the parties
hereto. The failure of any party hereto to enforce at any time any
of the provisions of this Agreement shall in no way be construed as
a waiver of any such provision, nor in any way to affect the
validity of this Agreement or any part thereof or the right of any
party thereafter to enforce each and every such provision. No
waiver of any breach of this Agreement shall be held to be a waiver
of any other or subsequent breach.
6. RIGHTS OF PERSONS NOT PARTIES. Nothing contained in this Agreement
shall be deemed to create rights in persons not parties hereto,
other than the personal representatives or successors of the
parties hereto.
7. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding between the parties, and no other statements,
representations or understandings form a basis for the mutual
promises contained herein, and this Agreement supersedes any other
agreements between the parties with respect to the subject matter
hereof.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of North Carolina without regard to its
conflict of laws principles.
9. VENUE. The Company and Employee agree that any dispute arising out
of this Agreement shall be subject to the exclusive jurisdiction of
both the state and federal courts in North Carolina. For that
purpose, Employee irrevocably submits to the jurisdiction of the
state and federal courts of Guilford County, North Carolina.
10. SUCCESSORS, ASSIGNS, AND REPRESENTATIVES. This Agreement shall
inure to and be binding upon the parties hereto, their respective
heirs, legal representatives, successors, and assigns.
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Severance Agreement and Release for Xxxxxx X. XxxXxxxxx
December 8, 2000
11. PARTIAL INVALIDITY. The Parties agree that the provisions of this
Agreement shall be deemed severable and that the invalidity or
unenforceability of any portion or any provision shall not affect
the validity or enforceability of the other portions or provisions.
Such provisions shall be appropriately limited and given effect to
the extent that they may be enforceable. The Parties further agree
that in the event any provision of this Agreement shall be declared
invalid and unenforceable by a court of competent jurisdiction that
the entire Agreement may be declared voided, ab initio, at the
election of the Company.
12. REVOCATION. Employee understands that this Agreement may be revoked
by Employee within seven (7) days after the signing of the
Agreement. To revoke the Agreement, Employee understands that he
must notify in writing that he no longer wishes to be bound by this
Agreement and desires to revoke the Agreement immediately. This
Agreement shall not become effective and enforceable until seven
(7) days after it has been signed by Employee.
13. EMPLOYEE AFFIRMS THAT HE HAS CAREFULLY READ THIS ENTIRE AGREEMENT.
HE ATTESTS THAT HE POSSESSES SUFFICIENT EDUCATION AND/OR EXPERIENCE
TO FULLY UNDERSTAND THE EXTENT AND IMPACT OF ITS PROVISIONS.
14. EMPLOYEE ATTESTS THAT HE HAS BEEN AFFORDED THE OPPORTUNITY TO
CONSIDER THIS AGREEMENT FOR A PERIOD OF TWENTY-ONE (21) DAYS.
EMPLOYEE FURTHER ATTESTS THAT HE HAS BEEN ADVISED BY THE COMPANY TO
DISCUSS THIS AGREEMENT WITH AN ATTORNEY OF CHOICE.
15. EMPLOYEE AFFIRMS THAT HE IS FULLY COMPETENT TO EXECUTE THIS
AGREEMENT AND THAT HE DOES SO VOLUNTARILY AND WITHOUT ANY COERCION,
UNDUE INFLUENCE, THREAT, OR INTIMIDATION OF ANY KIND OR TYPE.
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Severance Agreement and Release for Xxxxxx X. XxxXxxxxx
December 8, 2000
THE UNDERSIGNED HEREBY STATE THAT THEY HAVE CAREFULLY READ THE FOREGOING
AGREEMENT AND RELEASE AND KNOW THE CONTENTS THEREOF AND SIGN THE SAME OF THEIR
OWN FREE ACT.
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of
the date first above written.
VF CORPORATION
EMPLOYEE:
/S/ Xxxxx Xxxxxx Xxxxxxxx /S/ Xxxxxx X. XxxXxxxxx
--------------------------------- -------------------------------
Xxxxx Xxxxxx Xxxxxxxx Xxxxxx X. XxxXxxxxx
Vice President - Human Resources
Date: December 8, 2000 Date: December 22, 2000
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EXHIBIT A
VF CORPORATION
RESTRICTED STOCK UNITS AGREEMENT
This Restricted Stock Units Agreement (the "Agreement") is
made as of October 31, 2000 by and between VF Corporation, a Pennsylvania
corporation (the "Company"), and Xxxxxx X. XxxXxxxxx ("Employee") with respect
to the award of 12,838 Restricted Stock Units described below.
Background
I. At present, Employee holds 12,838 shares of Restricted Stock (the
"Restricted Stock") granted under the 1996 Stock Compensation Plan (the
"Plan"), consisting of 4,000 shares of Restricted Stock (adjusted for
stock splits) granted on each of February 10, 1997, February 10, 1998,
and February 9, 1999, together with 838 shares acquired upon
reinvestment of dividends in additional shares of Restricted Stock.
II. Section 9 of the Plan authorizes the Organization & Compensation
Committee of the Company's Board of Directors (the "Committee") to
grant Restricted Stock Units or Restricted Stock, and to specify the
terms and conditions thereof.
III. Employee desires to surrender the Restricted Stock in exchange for an
equivalent award of Restricted Stock Units, in order to secure the
benefits of tax deferral, and the Committee has authorized the grant of
Restricted Stock Units under the Plan in exchange for the Restricted
Stock in order to preserve the deferred tax status of Employee's Plan
award.
Agreement
In consideration of the foregoing, the mutual promises hereinafter set forth,
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Company and Employee, intending to be legally bound,
agree as follows:
1. Grant of Restricted Stock Units and Surrender of Restricted
Stock.
(a) The Company hereby confirms the grant, under and pursuant
to the Plan, to Employee on the date hereof of twelve thousand eight hundred
thirty eight (12,838) Restricted Stock Units (the "RSUs"). The RSUs are subject
to all of the terms and conditions set forth in the Plan and this Agreement. The
Company shall maintain a bookkeeping account for Employee (the "Account")
reflecting the number of RSUs then credited to Employee hereunder as a result of
such grant of RSUs and any crediting of additional RSUs to Employee pursuant to
payments equivalent to dividends paid on Common Stock under Section 5 ("Dividend
Equivalents").
(b) In consideration for the grant to Employee of the
Restricted Stock Units and as a condition to the grant and delivery of the
Restricted Stock Units by the Company, Employee hereby surrenders the Restricted
Stock to the Company, including the certificates evidencing 12,838 shares of
Common Stock issued as such Restricted Stock (the "Shares") and held by the
Secretary of the Company, in her official capacity, acting as escrow agent
pursuant to the Restricted Stock Agreement governing the Restricted Stock.
Employee agrees that, for value received hereunder, Employee hereby
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sells, assigns and transfers unto the Company the Shares registered in the name
of Employee on the books and records of the Company, and does hereby irrevocably
constitute and appoint the Secretary and General Counsel of the Company,
attorney, to transfer the Shares on the books of the Company, with full power of
substitution. Employee further agrees the award of Restricted Stock shall be
cancelled and terminated as of the date of this Agreement, and that Employee
will deliver to the Company any executed copies of the Restricted Stock
Agreement in Employee's possession.
(c) Employee, by his execution of this Agreement, acknowledges
and agrees that, until an RSU has become vested in accordance with Section 2,
such RSU shall be subject to a risk of forfeiture to the extent provided in
Section 2 hereof, and such RSU shall be generally nontransferable as provided in
Section 3 hereof.
(d) All of the terms, conditions and other provisions of the
Plan are hereby incorporated by reference into this Agreement. Capitalized terms
used in this Agreement but not defined herein shall have the same meanings as in
the Plan. If there is any conflict between the provisions of this Agreement and
the provisions of the Plan, the provisions of the Plan shall govern. Employee
acknowledges receipt of a copy of the Plan and hereby agrees to be bound by the
Plan (as presently in effect or hereafter amended) and this Agreement, and by
all decisions and determinations of the Committee thereunder (for purposes of
this provision and other provisions of this Agreement, references to the
Committee include any persons or administrative body to whom the Committee has
delegated authority).
2. Vesting and Forfeiture. If, prior to December 31, 2002, Employee
fails to satisfy the terms and conditions of the Severance Agreement and Release
between the Company and Employee of even date herewith, all of the RSUs granted
hereunder, together with RSUs credited as a result of Dividend Equivalents,
shall be immediately forfeited. This risk of forfeiture shall lapse at December
31, 2002. It is understood that Employee will not be employed by the Company or
a subsidiary between the date hereof and December 31, 2002; such employment is
not a condition necessary for the vesting of the RSUs.
3. Nontransferability. Until RSUs become settleable under Section 4
hereof, RSUs shall not be transferable other than by will or by the laws of
descent and distribution or to a designated beneficiary in the event of
Employee's death, and no such transfer shall be effective to bind the Company
unless the Committee shall have been furnished with a copy of such will or such
other evidence as the Committee may deem necessary to establish the validity of
the transfer.
4. Settlement. RSUs granted hereunder, together with RSUs credited as a
result of Dividend Equivalents, shall be settled by delivery of one share of the
Company's Common Stock for each RSU being settled. Settlement of an RSU granted
hereunder shall occur upon the lapse of the risk of forfeiture of such RSU under
Section 2, and such settlement may not be deferred further by Employee unless
expressly permitted by the Committee. Settlement of RSUs that directly or
indirectly result from Dividend Equivalents on RSUs granted hereunder shall
occur at the time of settlement of the granted RSU.
5. Dividend Equivalents and Adjustments.
(a) Dividend Equivalents shall be credited on RSUs (other than
RSUs that, at the relevant record date, previously have been settled or
forfeited) and deemed reinvested in additional RSUs as follows:
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(i) Cash Dividends. If the Company declares and pays a dividend or
distribution on Common Stock in the form of cash, then, a
number of additional RSUs shall be credited to Employee's
Account as of the payment date for such dividend or
distribution equal to the number of RSUs credited to the
Account as of the record date for such dividend or
distribution multiplied by the amount of cash actually paid as
a dividend or distribution on each outstanding share of Common
Stock at such payment date, divided by the Fair Market Value
of a share of Common Stock at such payment date.
(ii) Non-Common Stock Dividends. If the Company declares and pays a
dividend or distribution on Common Stock in the form of
property other than shares of Common Stock, then a number of
additional RSUs shall be credited to Employee's Account as of
the payment date for such dividend or distribution equal to
the number of RSUs credited to the Account as of the record
date for such dividend or distribution multiplied by the Fair
Market Value of such property actually paid as a dividend or
distribution on each outstanding share of Common Stock at such
payment date, divided by the Fair Market Value of a share of
Common Stock at such payment date.
(iii) Common Stock Dividends and Splits. If the Company declares and
pays a dividend or distribution on Common Stock in the form of
additional shares of Common Stock, or there occurs a forward
split of Common Stock, then a number of additional RSUs shall
be credited to Employee's Account as of the payment date for
such dividend or distribution or forward split equal to the
number of RSUs credited to the Account as of the record date
for such dividend or distribution or split multiplied by the
number of additional shares of Common Stock actually paid as a
dividend or distribution or issued in such split in respect of
each outstanding share of Common Stock.
(b) The number of RSUs credited to Employee's Account shall be
appropriately adjusted, in order to prevent dilution or enlargement of
Employees' rights with respect to RSUs, to reflect any changes in the number of
outstanding shares of Common Stock resulting from any event referred to in
Section 11 of the Plan, taking into account any RSUs credited to Employee in
connection with such event under Section 5(a) hereof.
6. Other Terms Relating to RSUs.
(a) The number of RSUs credited to Employee's Account shall
include fractional RSUs calculated to at least three decimal places, unless
otherwise determined by the Committee. Upon settlement of RSUs, Employee shall
be paid, in cash, an amount equal to the value of any fractional share that
would have otherwise been deliverable in settlement of such RSUs.
(b) It shall be a condition to the obligation of the Company
to issue and deliver shares of Common Stock in settlement of the RSUs that
Employee (or any Beneficiary) pay to the Company or a Participating Company,
upon its demand, such amount as may be requested by the Company for the purpose
of satisfying any liability to withhold federal, state, or local income or other
taxes. If the amount requested is not paid, the Company may refuse to deliver
the shares in settlement of the RSUs until such amount is paid. Unless otherwise
determined by the Committee, Employee (or any Beneficiary of Employee) may pay
all or a portion of the amount required to be withheld by the Company for such
taxes by authorizing the Company to withhold from the shares to be delivered in
settlement, or by agreeing to surrender to the Company on or about the date such
tax liability is
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determinable, shares of Common Stock having a fair market value (as determined
by the Committee) equal to the amount of such tax liability or a specified
portion of such tax liability.
(c) An individual statement of each Employee's Account will be
issued to each Employee at such times as may be determined by the Company. Such
statements shall reflect the amount of RSUs credited to Employee's Account,
transactions therein during the period covered by the statement, and other
information deemed relevant by the Director of Human Resources. Such statement
may be combined with or include information regarding other plans and
compensatory arrangements for employees. Employee's Statements shall be deemed a
part of this Agreement, and shall evidence the Company's obligations in respect
of RSUs, including the number of RSUs credited as a result of Dividend
Equivalents (if any). Any Statement containing an error shall not, however,
represent a binding obligation to the extent of such error, notwithstanding the
inclusion of such Statement as part of this Agreement.
7. Miscellaneous.
(a) This Agreement shall be legally binding when executed by
both the Company and Employee.
(b) This Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties. This Agreement constitutes the
entire agreement between the parties with respect to the RSUs, and supersedes
any prior agreements or documents with respect to the RSUs. No amendment,
alteration, suspension, discontinuation or termination of this Agreement which
may impose any additional obligation upon the Company or impair the rights of
Employee with respect to the RSUs shall be valid unless in each instance such
amendment, alteration, suspension, discontinuation or termination is expressed
in a written instrument duly executed in the name and on behalf of the Company
and by Employee.
(c) Any provision for distribution in settlement of Employee's
Account hereunder shall be by means of bookkeeping entries on the books of the
Company and shall not create in Employee or any Beneficiary any right to, or
claim against any, specific assets of the Company, nor result in the creation of
any trust or escrow account for Employee or any Beneficiary. Employee or any
Beneficiary entitled to any distribution hereunder shall be a general creditor
of the Company.
(d) Any notice hereunder to the Company shall be in writing
and addressed to it at its office at 000 Xxxxx Xxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxxx, XX 00000, Attn: General Counsel and any notice to Employee shall be
in writing and addressed to him at his most recent address contained in the
Company's records, subject to the right of either party to designate in writing
another address at any time hereafter.
IN WITNESS WHEREOF, the Company and Employee have caused this
Agreement to be executed as of the day and year first above written.
VF Corporation
/S/ Xxxxxx X. XxxXxxxxx By:/S/ Xxxxx Xxxxxx Xxxxxxxx
------------------------ -----------------------------
Employee Name: Xxxxx Xxxxxx Xxxxxxxx
Title: Vice President - Human
Resources
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