SEPARATION AND DISTRIBUTION AGREEMENT by and between V.F. CORPORATION and KONTOOR BRANDS, INC. Dated as of May 22, 2019

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

V.F. CORPORATION

and

KONTOOR BRANDS, INC.

Dated as of May 22, 2019

TABLE OF CONTENTS


	PAGE
ARTICLE 1
Definitions
Section 1.01. Definitions		2
Section 1.02. Interpretation		11
ARTICLE 2
Prior to the Distribution
Section 2.01. Information Statement; Listing		12
Section 2.02. Restructuring and Other Actions prior to the Distribution Time		12
Section 2.03. Transfers of Certain Other Assets and Liabilities		12
Section 2.04. Restructuring Agreements		13
Section 2.05. Agreement Relating to Consents Necessary to Transfer Assets and Liabilities		13
Section 2.06. Intercompany Accounts		14
Section 2.07. Intercompany Agreements		14
Section 2.08. Bank Accounts; Cash Balances		15
Section 2.09. Replacement of Guarantees		15
Section 2.10. Further Assurances and Consents		15
ARTICLE 3
Distribution
Section 3.01. Conditions Precedent to Distribution		16
Section 3.02. The Distribution		17
Section 3.03. Fractional Shares		17
Section 3.04. NO REPRESENTATIONS OR WARRANTIES		18
ARTICLE 4
Covenants
Section 4.01. Books and Records; Access to Information		18
Section 4.02. Litigation Cooperation		19
Section 4.03. Reimbursement		20
Section 4.04. Ownership of Information		20
Section 4.05. Retention of Records		20
Section 4.06. Confidentiality		21
Section 4.07. Privileged Information		21
Section 4.08. Limitation of Liability		23
Section 4.09. Other Agreements Providing for Exchange of Information		23
Section 4.10. Conduct of Incidents Subject to VF Insurance		23


Section 4.11. Trademark Phase Out			25
Section 4.12. [Reserved]			25
Section 4.13. VF Option.			25
ARTICLE 5
Release; Indemnification
Section 5.01. Release of Pre-Distribution Claims			27
Section 5.02. Kontoor Brands Indemnification of the VF Group			29
Section 5.03. VF Indemnification of the Kontoor Brands Group			29
Section 5.04. Procedures			30
Section 5.05. Calculation of Indemnification Amount			30
Section 5.06. Contribution			31
Section 5.07. Non-Exclusivity of Remedies			31
Section 5.08. Survival of Indemnities			31
Section 5.09. Ancillary Agreements			31
ARTICLE 6
Miscellaneous
Section 6.01. Notices			31
Section 6.02. Amendments; No Waivers			32
Section 6.03. Expenses			32
Section 6.04. Successors and Assigns			33
Section 6.05. Governing Law			33
Section 6.06. Counterparts; Effectiveness; Third-Party Beneficiaries			33
Section 6.07. Entire Agreement			33
Section 6.08. Tax Matters			33
Section 6.09. Jurisdiction			33
Section 6.10. WAIVER OF JURY TRIAL			34
Section 6.11. Termination			34
Section 6.12. Severability			34
Section 6.13. Survival			34
Section 6.14. Captions			34
Section 6.15. Interpretation			34
Section 6.16. Specific Performance			34
Section 6.17. Performance			34


SCHEDULES

Schedule 1.01(a)		Jeanswear Brands
Schedule 1.01(b)		Kontoor Brands Real Property Interests
Schedule 1.01(c)		Kontoor Brands Intellectual Property
Schedule 1.01(d)		VF IT Assets
Schedule 1.01(e)		Kontoor Brands Contracts
Schedule 1.01(f)		Specified Kontoor Brands Assets
Schedule 1.01(g)		Specified Kontoor Brands Former Businesses
Schedule 1.01(h)		Members of the Kontoor Brands Group
Schedule 1.01(i)		Kontoor Brands Environmental Liabilities
Schedule 1.01(j)		Specified Kontoor Brands Liabilities
Schedule 1.01(k)		Post-Distribution Commercial Agreements
Schedule 1.01(l)		Shared Facilities Agreements
Schedule 1.01(m)		Specified VF Assets
Schedule 1.01(n)		Specified VF Former Businesses
Schedule 1.01(o)		Specified VF Liabilities
Schedule 2.07(b)		Intercompany Agreements
Schedule 2.09		Specified Warranty Matters
Schedule 4.02(a)		Kontoor Brands Assumed Actions
Schedule 4.02(b)		VF Assumed Actions
Schedule 4.13(a)		Option Subsidiary Business
Schedule 5.03(b)		VF Information
Schedule 6.03		Allocation of Certain Expenses

EXHIBITS

Exhibit A		Employee Matters Agreement
Exhibit B		Tax Matters Agreement
Exhibit C		Transition Services Agreement
Exhibit D		Amended and Restated Certificate of Incorporation
Exhibit E		Amended and Restated Bylaws
Exhibit F		VF License Agreement
Exhibit G		Kontoor Brands License Agreement

ANNEXES

Annex A		Restructuring Plan

SEPARATION AND DISTRIBUTION AGREEMENT

SEPARATION AND DISTRIBUTION AGREEMENT dated as of May 22, 2019 (as the same may be amended from time to time in accordance with its terms and together with the schedules and exhibits hereto, this “Agreement”) between V.F. Corporation, a Pennsylvania corporation (“VF”), and Kontoor Brands, Inc., a North Carolina corporation (“Kontoor Brands”).

W I T N E S S E T H:

WHEREAS, the Board of Directors of VF has determined that it is in the best interests of VF and its stockholders to separate the Jeanswear Business from the VF Business;

WHEREAS, Kontoor Brands is a wholly owned Subsidiary of VF that has been incorporated for the sole purpose of, and has not engaged in activities except in preparation for, the Distribution and the transactions contemplated by this Agreement;

WHEREAS, in furtherance of the foregoing, the Board of Directors of VF has determined that it is in the best interests of VF and its stockholders to distribute to the holders of the issued and outstanding shares of common stock, without par value and stated capital of $0.25 per share, of VF (the “VF Common Stock”) as of the Record Date, by means of a pro rata dividend, 100% of the issued and outstanding shares of common stock, without par value, of Kontoor Brands (the “Kontoor Brands Common Stock”), on the basis of one share of Kontoor Brands Common Stock for every seven then issued and outstanding shares of VF Common Stock (the “Distribution”);

WHEREAS, VF and Kontoor Brands have prepared, and Kontoor Brands has filed with the Commission, the Form 10, which includes the Information Statement, and which sets forth appropriate disclosure concerning Kontoor Brands and the Distribution, and the Form 10 has become effective under the Exchange Act;

WHEREAS, the Distribution will be preceded by, among other things, (a) the Restructuring, pursuant to which, among other things, all of the stock of the Kontoor Brands First-Tier Subsidiaries will be contributed to Kontoor Brands (the “Contribution”), (b) the entry by Kontoor Brands into the Kontoor Brands Financing Arrangements and (c) the Cash Contribution;

WHEREAS, for United States federal and state income tax purposes, it is intended that (i) the Contribution and the Distribution, taken together, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Distribution will qualify as a tax-free transaction under Sections 355(a) and 361(c) of the Code (in each case, qualifying for such treatment under the corresponding provisions of state law), and it is a condition to the Distribution that VF will have obtained the Tax Opinion to such effect as contemplated by Section 3.01(a)(x);

WHEREAS, this Agreement, together with the Ancillary Agreements and other documents implementing the Contribution and Distribution, is intended to be, and is hereby adopted as, a “plan of reorganization” within the meaning of Treas. Reg. Section 1.368-2(g); and

WHEREAS, the parties hereto have determined to set forth the principal actions required to effect the Distribution and to set forth certain agreements that will govern the relationship between those parties following the Distribution.

ACCORDINGLY, in consideration of the mutual covenants contained in this Agreement, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions. (a) As used in this Agreement, the following terms have the following meanings:

“Action” means any demand, claim, suit, action, arbitration, inquiry, investigation or other proceeding by or before any Governmental Authority or any arbitration or mediation tribunal.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such other Person. For the purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. Notwithstanding any provision of this Agreement to the contrary (except where the relevant provision states explicitly to the contrary), no member of the VF Group, on the one hand, and no member of the Kontoor Brands Group, on the other hand, shall be deemed to be an Affiliate of the other.

“Ancillary Agreement” means each of the Tax Matters Agreement, the Transition Services Agreement, the Employee Matters Agreement, the Restructuring Agreements, the Post-Distribution Commercial Agreements, the Shared Facilities Agreements, the VF License Agreement, the Kontoor Brands License Agreement and any other agreements, instruments, or certificates related thereto or to the transactions contemplated by this Agreement (in each case, together with the schedules, exhibits, annexes and other attachments thereto).

“Applicable Law” means, with respect to any Person, any federal, state, local or foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling, directive, guidance, instruction, direction, permission, waiver, notice, condition, limitation, restriction or prohibition or other similar requirement enacted, adopted, promulgated, imposed, issued or applied by a Governmental Authority that is binding upon or applicable to such Person, its properties or assets or its business or operations.

“Business” means, with respect to the VF Group, the VF Business and, with respect to the Kontoor Brands Group, the Jeanswear Business.

“Business Day” means any day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Applicable Law to close.

“Cash and Cash Equivalents” means cash or cash equivalents, certificates of deposit, banker’s acceptances and other investment securities of any form or maturity.

“Commercial Data” means any and all data and information relating to an identified or identifiable Person (whether the information is accurate or not), alone or in combination with other information, which Person is or was an actual or prospective customer of, or consumer of products offered by, the Jeanswear Business and/or VF Business, as applicable.

“Commission” means the United States Securities and Exchange Commission.

“Confidential Information” means, with respect to a Group, (i) any proprietary information that is competitively sensitive, material or otherwise of value to the members of such Group and not generally known to the public, including product planning information, marketing strategies, financial information, information

regarding operations, consumer and/or customer relationships, consumer and/or customer profiles, sales estimates, business plans and internal performance results relating to the past, present or future business activities of the members of such Group and the consumers, customers, clients and suppliers of the members of such Group, (ii) any proprietary scientific or technical information, design, invention, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords any member of such Group a competitive advantage over its competitors and (iii) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, information, and trade secrets, in the case of each of clauses (i), (ii) and (iii) of this definition, that are related primarily to such Group’s Business; provided that to the extent both the VF Business and the Jeanswear Business use or rely upon any of the information described in any of the foregoing clauses (i), (ii) and/or (iii), subject to Section 4.07, such information shall be deemed the Confidential Information of both the VF Group and the Kontoor Brands Group.

“Contract” means any written or oral commitment, contract, subcontract, agreement, lease, sublease, license, understanding, sales order, purchase order, instrument, indenture, note or any other legally binding commitment or undertaking.

“Cyber Event” means any actual unauthorized, accidental or unlawful access, use, exfiltration, theft, disablement, destruction, loss, alteration, disclosure, transmission of any IT Assets owned or used by or on behalf of either party or any member of its Group, or any information or data (including any personally identifiable information) stored therein or transmitted thereby.

“Distribution Agent” means Computershare Trust Company, N.A.

“Distribution Date” means May 22, 2019, the date on which the Distribution shall be effected.

“Distribution Documents” means this Agreement, the Ancillary Agreements and the Restructuring Agreements.

“Distribution Time” means the time at which the Distribution is effective on the Distribution Date, which shall be deemed to be 11:59 p.m., Eastern Daylight Time, on the Distribution Date.

“Employee Matters Agreement” means the Employee Matters Agreement dated as of the date hereof between VF and Kontoor Brands substantially in the form of Exhibit A, as such agreement may be amended from time to time in accordance with its terms.

“Environmental Law” means any Applicable Law relating to (A) human or occupational health and safety; (B) pollution or protection of the environment (including ambient air, indoor air, water vapor, surface water, groundwater, wetlands, drinking water supply, land surface or subsurface strata, biota and other natural resources); or (C) Hazardous Materials including any Applicable Law relating to exposure to, or use, generation, manufacture, processing, management, treatment, recycling, storage, disposal, emission, discharge, transport, distribution, labeling, presence, possession, handling, Release or threatened Release of, any Hazardous Material and any Applicable Law relating to recordkeeping, notification, disclosure, registration and reporting requirements respecting Hazardous Materials.

“Environmental Liabilities” means all Liabilities (including all removal, remediation, reclamation, cleanup or monitoring costs, investigatory costs, response costs, natural resources damages, property damages, personal injury damages, costs of compliance with any settlement, judgment or other determination of Liability and indemnity, contribution or similar obligations and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith) relating to, arising out of or resulting from any (a) (i) Environmental Law, (ii) actual or alleged generation, use, storage, manufacture, processing, recycling, labeling, handling, possession, management, treatment, transportation, distribution, emission, discharge or disposal, or arrangement for the transportation or disposal, of any Hazardous Material, or (iii) actual or alleged presence, Release or

threatened Release of, or exposure to, any Hazardous Material (including to the extent relating to the actual or alleged exposure to Hazardous Material, any claims that arise under, or are covered by, workers’ compensation laws and/or workers’ compensation, disability or other insurance providing medical care and/or compensation to injured workers) or (b) Contract or other consensual arrangement pursuant to which Liability is assumed or imposed with respect to any of the foregoing, in each case including the Liabilities set forth on Schedule 1.01(i), and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith.

“Equity Compensation Registration Statement” means the Registration Statement on Form S-8 or such other form or forms as may be appropriate, as amended and supplemented, including all documents incorporated by reference therein, to effect the registration under the Securities Act of Kontoor Brands Common Stock subject to certain equity awards granted to current and former officers, employees, directors and consultants of the VF Group to be assumed or replaced by Kontoor Brands pursuant to the Employee Matters Agreement.

“Escheat Payment” means any payment required to be made to a Governmental Authority pursuant to an abandoned property, escheat or similar law.

“Exchange Act” means the Securities Exchange Act of 1934.

“Form 10” means the registration statement on Form 10 filed by Kontoor Brands with the Commission to effect the registration of Kontoor Brands Common Stock pursuant to the Exchange Act in connection with the Distribution, as such registration statement may be amended or supplemented from time to time.

“Former Business” means any corporation, partnership, entity, division, business unit, business or set of business operations that has been sold, conveyed, assigned, transferred or otherwise disposed of or divested (other than solely in connection with the Restructuring), in whole or in part, or the operations, activities or production of which has been discontinued, abandoned, liquidated, completed or otherwise terminated, in whole or in part, in each case, by either Group prior to the Distribution Time.

“Governmental Authority” means any multinational, foreign, federal, state, local or other governmental, statutory or administrative authority, regulatory body or commission or any court, tribunal or judicial or arbitral authority which has any jurisdiction or control over either party (or any of their Affiliates).

“Group” means, as the context requires, the Kontoor Brands Group, the VF Group or either or both of them.

“Hazardous Material” means (a) any petroleum or petroleum products, radioactive materials, toxic mold, radon, asbestos or asbestos-containing materials in any form, lead-based paint, urea formaldehyde foam insulation, Per- and Polyfluoroalkyl Substances (PFAs) or polychlorinated biphenyls (PCBs); and (b) any chemicals, materials, substances, compounds, mixtures, products or byproducts, biological agents, living or genetically modified materials, pollutants, contaminants or wastes that are now or hereafter become defined or characterized as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “special waste,” “toxic substances,” “pollutants,” “contaminants,” “toxic,” “dangerous,” “corrosive,” “flammable,” “reactive,” “radioactive,” or words of similar import, under any Applicable Law pertaining to the environment.

“Indemnitees” means, as the context requires, the VF Indemnitees or the Kontoor Brands Indemnitees.

“Information Statement” means the Information Statement to be sent to each holder of VF Common Stock in connection with the Distribution.

“Intellectual Property” means any and all intellectual property throughout the world, including any and all U.S. and foreign (i) patents, invention disclosures, and all related continuations, continuations-in-part, divisionals, provisionals, renewals, reissues, re-examinations, additions, extensions (including all supplementary protection certificates), and all applications and registrations therefor (collectively, “Patent Rights”),

(ii) trademarks, service marks, names, corporate names, trade names, domain names, social media identifiers, logos, slogans, trade dress, design rights, and other similar business identifiers or designations of source or origin and all applications and registrations therefor, together with the goodwill symbolized by any of the foregoing (collectively, “Trademarks”), (iii) copyrights, works of authorship and copyrightable subject matter and all applications and registrations therefor, (iv) trade secrets, know-how, confidential data and information, technical information, including practices, techniques, methods, processes, inventions, developments, specifications, formulations, manufacturing processes, structures, chemical or biological manufacturing control data, analytical and quality control information and procedures, pharmacological, toxicological and clinical test data and results, stability data, studies and procedures and regulatory information, (v) computer software (including source code, object code, firmware, operating systems and specifications), (vi) databases and data collections and (vii) all rights to xxx or recover and retain damages and costs and attorneys’ fees for the past, present or future infringement, misappropriation or other violation of any of the foregoing.

“IRS” means the Internal Revenue Service.

“IT Assets” means computers, software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology assets or other equipment storing or processing information, including all associated documentation related to any of the foregoing.

“Jeanswear Business” means the businesses and operations of (i) the VF Jeanswear coalition, which comprises the design, manufacture and sale of denim, apparel, accessories, footwear and related products marketed under the principal brand names listed on Schedule 1.01(a) (the “Jeanswear Brands”), and (ii) the VF Outlet business, which operates the VF Outlet stores located in the United States, in each case as more fully described in the Form 10 and the Information Statement.

“Kontoor Brands Assets” means, except as expressly otherwise contemplated in this Agreement or any Ancillary Agreement, the following assets of VF and its Subsidiaries (as determined by VF in its sole discretion) :

(a) all interests of whatever nature in the real property listed on Schedule 1.01(b), together with all buildings, fixtures and improvements erected thereon (the “Kontoor Brands Facilities”);

(b) all interests in personal property, fixtures, machinery, furniture, office equipment, automobiles, motor vehicles and other transportation equipment, special and general tools, test devices, prototypes and models, and other tangible personal property (other than any Intellectual Property) located at the Kontoor Brands Facilities;

(c) all inventories of materials, supplies, goods in transit, customer returns, and work-in-process and finished goods and products, in each case of whatever kind, nature or description, in each case solely to the extent primarily related to or primarily used or primarily held for use in connection with the Jeanswear Business;

(d) all interests in any capital stock or other equity securities or interests of or in any member of the Kontoor Brands Group;

(e) all deposits, letters of credit, and performance and surety bonds, in each case solely to the extent primarily related to or primarily used or primarily held for use in connection with the Jeanswear Business;

(f) all prepaid expenses, trade accounts, and other accounts and notes receivable, in each case solely to the extent primarily related to or primarily used or primarily held for use in connection with the Jeanswear Business;

(g) the Patent Rights listed on Schedule 1.01(c) and all other Intellectual Property (other than Patent Rights) owned by VF or any of its Subsidiaries solely to the extent primarily used or primarily held for use in connection with the Jeanswear Business (other than any Trademarks that use, contain or include “VF”, either alone or in combination with other words, phrases or logos), including such other Intellectual Property listed on Schedule 1.01(c);

(h) all IT Assets solely to the extent exclusively related to or exclusively used or exclusively held for use in connection with the Jeanswear Business (other than the IT Assets set forth on Schedule 1.01(d));

(i) all Contracts (including Contracts related to Intellectual Property and IT Assets) and any rights thereunder, in each case solely to the extent primarily related to or primarily used or primarily held for use in connection with the Jeanswear Business, including the Contracts set forth on Schedule 1.01(e);

(j) all claims, causes of action and similar rights, whether accrued or contingent, in each case solely to the extent primarily related to the Jeanswear Business;

(k) all employee Contracts with any Kontoor Brands Participants, including the right thereunder to restrict any Kontoor Brands Participant from competing in certain respects;

(l) all Permits primarily related to or primarily used or primarily held for use in connection with the Jeanswear Business;

(m) Cash and Cash Equivalents solely to the extent (i) located at the Kontoor Brands Facilities or (ii) primarily related to or primarily used or primarily held for use in connection with the Jeanswear Business;

(n) subject to the foregoing clause (m), all bank accounts, lock boxes and other deposit arrangements, and all brokerage accounts, in each case solely to the extent (i) located at the Kontoor Brands Facilities or (ii) primarily related to or primarily used or primarily held for use in connection with the Jeanswear Business;

(o) all accounting and other legal and business books, records, minute books, corporate documents, ledgers and files and all personnel records, in each case, whether printed, electronic, contained on storage media or written, or in any other form, in each case solely to the extent primarily related to or primarily used or primarily held for use in connection with the Jeanswear Business;

(p) (x) all Confidential Information, (y) all cost information, sales and pricing data, supplier records, supplier lists, vendor data, correspondence and lists, and (z) all product data and literature, brochures, marketing and sales literature, advertising catalogues, photographs, display materials, media materials, packaging materials, artwork, designs, formulations and specifications, quality records and reports (other than any Intellectual Property in any of the foregoing and excluding any Commercial Data), in each case solely to the extent primarily related to or primarily used or primarily held for use in connection with the Jeanswear Business;

(q) all Commercial Data to the extent exclusively related to or exclusively used or exclusively held for use in connection with the Jeanswear Business;

(r) all goodwill associated with the Jeanswear Business or the Kontoor Brands Assets; and

(s) any other assets, of whatever sort, nature or description, that are exclusively related to or exclusively used or exclusively held for use in connection with the Jeanswear Business, including the assets set forth on Schedule 1.01(f).

“Kontoor Brands Credit Facility” means that certain credit agreement to be dated on or around May 17, 2019 by and among Kontoor Brands, Xxx Wrangler International Sagl, a Delaware corporation and a Subsidiary of Kontoor Brands, any other Subsidiary Borrowers (as defined therein) from time to time parties thereto, the several banks and other financial institutions or entities from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent.

“Kontoor Brands Financing Arrangements” means (i) the Kontoor Brands Credit Facility and (ii) the Loan Documents (as defined in the Kontoor Brands Credit Facility).

“Kontoor Brands First-Tier Subsidiaries” means each of HD Xxx Company, Wrangler Apparel Corp., VF Jeanswear Sales, Inc., Retail Productivity Management, Inc., VF Outlet, Inc., and R&R Apparel Company, LLC.

“Kontoor Brands Former Business” means each Former Business previously owned, in whole or in part, or previously operated, in whole or in part, by VF or any of its Subsidiaries and, as determined by VF and in its sole discretion, primarily related to the Jeanswear Business or that would have comprised part of the Jeanswear

Business had such Former Business not been terminated, divested or discontinued prior to the Distribution Time, including the Former Businesses set forth on Schedule 1.01(g), but excluding, for the avoidance of doubt, all VF Former Businesses.

“Kontoor Brands Group” means Kontoor Brands and its Subsidiaries as set forth on Schedule 1.01(h), including all predecessors and successors to such Persons.

“Kontoor Brands Liabilities” means (without duplication) all of the following (as determined by VF in its sole discretion):

(a) any and all Liabilities to the extent relating to, arising out of or in connection with or resulting from the Jeanswear Business, the business and operation of the Kontoor Brands Assets, as currently or formerly operated (including as conducted or operated by any predecessor of any member of the VF Group or the Kontoor Brands Group), including the following Liabilities:

(i) all Liabilities relating to, arising out of or in connection with or resulting from the Kontoor Brands Financing Arrangements;

(ii) any and all Environmental Liabilities to the extent relating to, arising out of or in connection with or resulting from the Kontoor Brands Assets or the Jeanswear Business, as currently or formerly operated (including as conducted or operated by any predecessor of any member of the VF Group or the Kontoor Brands Group), and any currently or formerly owned, leased or operated real property, outlet or retail stores, facilities, factories or manufacturing sites of the foregoing, including the Environmental Liabilities set forth on Schedule 1.01(i);

(iii) all Liabilities set forth on Schedule 1.01(j);

(b) all Liabilities of the VF Group and/or the Kontoor Brands Group to the extent relating to, arising out of or in connection with or resulting from any Kontoor Brands Former Business or any disposition thereof; and

(c) all Liabilities that are expressly contemplated by this Agreement or any other Ancillary Agreement as Liabilities to be retained or assumed by Kontoor Brands or any other member of the Kontoor Brands Group, and all agreements, obligations and other Liabilities of Kontoor Brands or any member of the Kontoor Brands Group under this Agreement or any of the other Ancillary Agreements;

provided that, notwithstanding the foregoing, the Kontoor Brands Liabilities shall not include (i) any Liabilities for Taxes, which shall be governed by the Tax Matters Agreement or (ii) any Liabilities for the employment, employee benefits and employee compensation matters expressly covered by the Employee Matters Agreement, all of which shall be governed by the Employee Matters Agreement.

“Kontoor Brands License Agreement” means the Intellectual Property Agreement dated as of May 17, 2019 between Kontoor Brands and VF, attached as Exhibit G hereto, as such agreement may be amended from time to time in accordance with its terms.

“Kontoor Brands Participants” has the meaning set forth in the Employee Matters Agreement.

“Liabilities” means any and all Claims, debts, liabilities, damages and/or obligations (including, but not limited to, any Escheat Payment) of any kind, character or description, whether absolute or contingent, matured or not matured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, including all costs and expenses (including attorneys’ fees and expenses and associated investigation costs) relating thereto, and including those Claims, debts, liabilities, damages and/or obligations arising under this Agreement, any Applicable Law, any Action or threatened Action, any order or consent decree of any Governmental Authority or any award of any arbitrator of any kind, and those arising under any agreement, commitment or undertaking, including in connection with the enforcement of rights hereunder or thereunder.

“NYSE” means The New York Stock Exchange, Inc.

“Permit” means any license, permit, approval, consent, certification, franchise, registration or authorization, including marketing authorizations for any products requiring such to be sold, which have been issued by or obtained from any Governmental Authority.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.

“Post-Distribution Commercial Agreements” means one or more commercial agreements or arrangements entered into between VF and LeeWrangler (or members of their respective Groups) set forth on Schedule 1.01(k), as each such agreement or arrangement may be amended from time to time in accordance with its terms, as more fully described in the Form 10 and the Information Statement.

“Record Date” means the close of business on May 10, 2019, the date determined by the Board of Directors of VF as the record date for the Distribution.

“Release” means any release, spill, emission, leaking, dumping, pumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into, onto, within or through the indoor or outdoor environment (including ambient air, surface water, groundwater, land surface or subsurface strata, soil and sediments) or into, through, or within any property, building, structure, fixture or equipment.

“Restructuring” means the reorganization of certain businesses, assets and liabilities of the VF Group and the Kontoor Brands Group to be completed before the Distribution Time in accordance with the Restructuring Plan.

“Restructuring Plan” means that certain Project Phoenix Global Macro Step Plan, dated as of May 20, 2019, attached hereto as Annex A.

“Securities Act” means the Securities Act of 1933.

“Shared Facilities Agreement” means each of the lease, sub-lease or temporary service agreements or arrangements entered into between VF and LeeWrangler (or members of their respective Groups) prior to the date hereof with respect to the occupancy or use by Kontoor Brands (or members of its Group) of certain owned or leased facilities of VF set forth on Schedule 1.01(l), as each such agreement or arrangement may be amended from time to time in accordance with its terms.

“Subsidiary” means, with respect to any Person, any other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

“Tax” or “Taxes” has the meaning set forth in the Tax Matters Agreement.

“Tax Benefit” has the meaning set forth in the Tax Matters Agreement.

“Tax Matters Agreement” means the Tax Matters Agreement dated as of the date hereof between VF and Kontoor Brands substantially in the form of Exhibit B, as such agreement may be amended from time to time in accordance with its terms.

“Tax Opinion” has the meaning set forth in the Tax Matters Agreement.

“Third Party” means any Person that is not a member or an Affiliate of the Kontoor Brands Group or the VF Group.

“Transition Services Agreement” means the Transition Services Agreement dated as of the date hereof between VF and Kontoor Brands substantially in the form of Exhibit C, as such agreement may be amended from time to time in accordance with its terms.

“VF Assets” means all assets, of whatever sort, nature or description, of VF or any of its Subsidiaries (including any member of the Kontoor Brands Group) other than the Kontoor Brands Assets, including, for the avoidance of doubt, (i) any Trademarks that use, contain or include “VF”, either alone or in combination with other words, phrases or logos and (ii) the assets set forth on Schedule 1.01(m).

“VF Business”means all of the businesses conducted by VF and its Subsidiaries from time to time, whether before, on or after the Distribution, other than the Jeanswear Business and any Kontoor Brands Former Business. For the avoidance of doubt, the Kontoor Brands Assets (and all assets and properties owned, directly or indirectly, by entities forming all or part of such assets) will not be considered part of the VF Business.

“VF Former Business” means the Former Businesses previously owned, in whole or in part, or previously operated, in whole or in part, by VF or any of its Subsidiaries and, as determined by VF in its sole discretion, primarily related to the VF Business or that would have comprised part of the VF Business had they not been terminated, divested or discontinued prior to the Distribution Time, including the Former Business set forth on Schedule 1.01(n), but excluding, for the avoidance of doubt, the Kontoor Brands Former Businesses.

“VF Group” means VF and its Subsidiaries (other than any member of the Kontoor Brands Group) and, where applicable, the VF Former Businesses, including all predecessors and successors to such Persons (excluding, for the avoidance of doubt, all Kontoor Brands Former Businesses).

“VF Liabilities” means (without duplication) all of the following (as determined by VF in its sole discretion):

(a) all Liabilities solely to the extent relating to, arising out of or in connection with or resulting from the VF Business or the business and operation of the VF Assets, as currently or formerly operated (including as conducted or operated by any predecessor of any member of the VF Group or the Kontoor Brands Group), including those Liabilities set forth on Schedule 1.01(o);

(b) all Liabilities of the VF Group and/or the Kontoor Brands Group to the extent relating to, arising out of or in connection with or resulting from any VF Former Business or any disposition thereof; and

(c) all Liabilities that are expressly contemplated by this Agreement or any other Ancillary Agreement as Liabilities to be retained or assumed by VF or any other member of the VF Group, and all agreements, obligations and other Liabilities of VF or any member of the VF Group under this Agreement or any of the other Ancillary Agreements;

provided that, notwithstanding the foregoing, the VF Liabilities shall not include (i) any Liabilities for Taxes, which shall be governed by the Tax Matters Agreement or (ii) any Liabilities for the employment, employee benefits and employee compensation matters expressly covered by the Employee Matters Agreement, all of which shall be governed by the Employee Matters Agreement.

“VF License Agreement” means the Intellectual Property Agreement dated as of May 17, 2019 between VF and Kontoor Brands, attached as Exhibit F hereto, as such agreement may be amended from time to time in accordance with its terms.

“VF Names and Marks” means any and all Trademarks of VF or any of its Affiliates (other than any Trademark included in the Kontoor Brands Assets), including, for the avoidance of doubt, any that use, contain or include “VF”, in each case either alone or in combination with other words, phrases or logos, and any and all Trademarks derived therefrom or confusingly similar thereto.

“VF Participants” has the meaning set forth in the Employee Matters Agreement.

(b) Each of the following terms is defined in the Section set forth opposite such term:


Term		Section
Agreement		Preamble
Amended and Restated Bylaws		2.02(c)
Amended and Restated Certificate of Incorporation		2.02(c)
Cash Contribution		2.02(b)
Claim		5.04(a)
Code		Recitals
Cyber Insurance Event		4.10(c)
Cyber Policies		4.10(c)
Disposing Party		4.05
Distribution		Recitals
Exercise Date		4.13(c)
Exercise Notice		4.13(c)
Existing VF Inventory		4.11(a)
Fair Market Value		4.13(f)
Guarantee		2.09
Indemnified Party		5.04(a)
Indemnifying Party		5.04(a)
Intercompany Accounts		2.06
Jeanswear Brands		1.01
LBI		2.02(b)
Kontoor Brands		Preamble
Kontoor Brands Assumed Actions		4.02(a)
Kontoor Brands Common Stock		Recitals
Kontoor Brands Designee		2.03(a)
Kontoor Brands Financing Transactions		2.02(b)
Kontoor Brands Indemnitees		5.03
Option Appraiser		4.13(f)
Option Subsidiary		4.13(a)
Option Subsidiary Assets		4.13(a)
Option Subsidiary Business		4.13(a)
Option Subsidiary Stock		4.13(a)
Option Subsidiary Transfer Documents		4.13(e)
Option Subsidiary Valuation Methodology		4.13(f)
Patent Rights		1.01
Pre-Distribution Time Communications		4.07(e)
Prior Company Counsel		4.07(c)
Privilege		4.07(a)
Privileged Information		4.07(a)
Post-Distribution Insurance Arrangements		4.10(a)
Receiving Party		4.05
Released Parties		5.01(a)
Representatives		4.06
Restructuring Agreements		2.04
Specified Facility		4.13(a)


Term		Section
Specified Facility Lease		4.13(a)
Third Party Claim		5.04(b)
Trademarks		1.01
VF		Preamble
VF Assumed Actions		4.02(b)
VF Claims-Made Policies		4.10(b)
VF Common Stock		Recitals
VF Designee		2.03(a)
VF Group Privileged Materials		4.07(e)
VF Indemnitees		5.02(a)
VF Insurance Policies		4.10(a)
VF Loss-Discovered Policies		4.10(b)
VF Occurrence-Based Policy		4.10(b)
VF Option		4.13(a)
VF Option Closing		4.13(d)
VF Option Closing Date		4.13(d)
VF Option Period		4.13(c)
VF Shared Policies		4.10(b)

Section 1.02. Interpretation. (a) In this Agreement, unless the context clearly indicates otherwise:

(i) words used in the singular include the plural and words used in the plural include the singular;

(ii) references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement;

(iii) except as otherwise clearly indicated, reference to any gender includes the other gender;

(iv) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(v) reference to any Article, Section, Exhibit or Schedule means such Article or Section of, or such Exhibit or Schedule to, this Agreement, as the case may be, and references in any Section or definition to any clause means such clause of such Section or definition;

(vi) the words “herein,” “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or other provision hereof;

(vii) reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(viii) reference to any law (including statutes and ordinances) means such law (including all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(ix) relative to the determination of any period of time, “from” means “from and including,” “to” means “to and including” and “through” means “through and including”;

(x) the titles to Articles and headings of Sections contained in this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of or to affect the meaning or interpretation of this Agreement;

(xi) unless otherwise specified in this Agreement, all references to dollar amounts herein shall be in respect of lawful currency of the United States; and

(xii) any capitalized term used in an Exhibit or Schedule but not otherwise defined therein shall have the meaning set forth in this Agreement.

ARTICLE 2

PRIOR TO THE DISTRIBUTION

On or prior to the Distribution Date:

Section 2.01. Information Statement; Listing. VF shall mail (or shall have mailed) the Information Statement to the holders of VF Common Stock as of the Record Date. VF and Kontoor Brands shall take (or shall have taken) all such actions as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States and shall use commercially reasonable efforts to comply with all applicable foreign securities laws in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. Kontoor Brands shall prepare, file and pursue (or shall have prepared, filed and pursued) an application to permit listing of the Kontoor Brands Common Stock on the NYSE.

Section 2.02. Restructuring and Other Actions prior to the Distribution Time.

(a) Restructuring. The Restructuring shall have been consummated on or prior to the Distribution Time.

(b) Kontoor Brands Financing Arrangements. In connection with the Restructuring, Kontoor Brands shall enter into (or shall have entered into) the Kontoor Brands Financing Arrangements and related financing transactions described in the Information Statement as occurring prior to the Distribution Date (the “Kontoor Brands Financing Transactions”). Prior to the Distribution Time, (x) Kontoor Brands shall contribute all or a portion of the proceeds of the Kontoor Brands Financing Transactions to Xxx Xxxx, Inc., a Delaware corporation and a wholly owned subsidiary of Kontoor Brands (after giving effect to the preceding transactions contemplated by the Restructuring Plan) (“LBI”), as determined by VF in its sole and absolute discretion, which determination shall be conclusive (the “Cash Contribution”), and (y) Kontoor Brands shall, immediately following the Cash Contribution, distribute to VF all of the outstanding equity securities of LBI.

(c) Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. (i) VF and Kontoor Brands shall each take (or shall have taken) all necessary action that may be required to provide for the adoption by Kontoor Brands of an amended and restated certificate of incorporation of Kontoor Brands, substantially in the form of Exhibit D (the “Amended and Restated Certificate of Incorporation”), and amended and restated bylaws of Kontoor Brands, substantially in the form of Exhibit E (the “Amended and Restated Bylaws”), and (ii) Kontoor Brands shall file (or shall have filed) the Amended and Restated Certificate of Incorporation of Kontoor Brands with the Secretary of State of the State of North Carolina.

(d) The Distribution Agent. VF shall enter (or shall have entered) into a distribution agent agreement with the Distribution Agent or otherwise provide instructions to the Distribution Agent regarding the Distribution.

(e) Satisfying Conditions to the Distribution. VF and Kontoor Brands shall cooperate (or shall have cooperated) to cause the conditions to the Distribution set forth in Section 3.01 to be satisfied (or waived by VF) and to effect the Distribution at the Distribution Time upon such satisfaction (or waiver by VF).

Section 2.03. Transfers of Certain Other Assets and Liabilities. Unless otherwise provided in this Agreement or in any Ancillary Agreement and to the extent not previously effected in accordance with Section 2.02(a), effective as of the Distribution Time:

(a) VF hereby agrees, and hereby causes the relevant member of the VF Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to Kontoor Brands or any member of the Kontoor Brands Group as of the Distribution Time designated by Kontoor Brands (a “Kontoor Brands Designee”) all of the right, title and interest of VF or such member of the VF Group in and to all of the Kontoor Brands Assets, if any, held by any member of the VF Group, and VF and Kontoor Brands hereby agree, and hereby cause the relevant member of the Kontoor Brands Group, to assign, contribute, convey,

transfer and deliver to VF or any member of the VF Group as of the Distribution Time designated by VF (a “VF Designee”) all of the right, title and interest of Kontoor Brands or such member of the Kontoor Brands Group in and to all of the VF Assets, if any, held by any member of the Kontoor Brands Group; and

(b) VF hereby agrees, and hereby causes the relevant member of the VF Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to Kontoor Brands, and Kontoor Brands, on behalf of itself or such Kontoor Brands Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the Kontoor Brands Liabilities, if any, to the extent such Kontoor Brands Liabilities would otherwise remain obligations of any member of the VF Group, and VF and Kontoor Brands hereby agree, and hereby cause the relevant member of the Kontoor Brands Group, to assign, contribute, convey, transfer and deliver (or shall have assigned, contributed, conveyed, transferred and delivered) to VF, and VF, on behalf of itself or such VF Designee, hereby accepts, assumes and agrees to perform, discharge and fulfill, all of the VF Liabilities, if any, to the extent such VF Liabilities would otherwise remain obligations of any member of the Kontoor Brands Group.

(c) To the extent any assignment, contribution, conveyance, transfer, delivery or assumption of any asset or Liability of either Group as of the Distribution Time is not effected in accordance with this Section 2.03 as of the Distribution Time for any reason (including as a result of the failure of the parties to identify it as being required to be transferred pursuant to this Section 2.03, but subject to Section 2.04), the relevant party shall use all commercially reasonable efforts to effect such transfer as promptly thereafter as practicable.

Section 2.04. Restructuring Agreements. The transfers of the various entities and the contribution, assignment, transfer, conveyance and delivery of the assets and the acceptance and assumption of the Liabilities contemplated by Section 2.03 and the Restructuring Plan will be effected, in certain cases, pursuant to one or more asset transfer agreements, share transfer agreements, business transfer agreements, certificates of demerger and merger and other agreements and instruments (the “Restructuring Agreements”); provided that, in each case, it is intended that the Restructuring Agreements shall serve purely to effect (x) the legal transfer of the Kontoor Brands Assets or VF Assets to the Kontoor Brands Group or the VF Group, as applicable, in accordance with the Restructuring Plan or as contemplated pursuant to Section 2.03 and (y) the acceptance and assumption of the Kontoor Brands Liabilities or the VF Liabilities by a member of the Kontoor Brands Group or the VF Group, as applicable, in each case, in accordance with the Restructuring Plan or as contemplated pursuant to Section 2.03. In the event of any conflict between any Restructuring Agreement and this Agreement, the terms of such Restructuring Agreement shall control solely with respect to any applicable purchase price adjustment or cash adjustment set forth in any such Restructuring Agreement and this Agreement shall control in all other respects; provided that, notwithstanding anything in any Restructuring Agreement to the contrary, in the event any Restructuring Agreement provides for a purchase price adjustment or cash adjustment, whether based upon a calculation of fair market value or otherwise, or any similar adjustment provision, any purchase price adjustment or cash adjustment determination under such Restructuring Agreement, including as to the amount, if any, of any such adjustment, shall be determined by VF in its sole discretion. Notwithstanding anything in any Restructuring Agreement to the contrary, neither VF nor any member of the VF Group, on the one hand, nor Kontoor Brands nor any member of the Kontoor Brands Group, on the other hand, shall commence, bring or otherwise initiate any Action under any Restructuring Agreement.

Section 2.05. Agreement Relating to Consents Necessary to Transfer Assets and Liabilities. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to transfer or assign any asset (including any Contract) or any claim or right or any benefit arising thereunder or resulting therefrom, or to assume any Liability, if such transfer, assignment, or assumption without the consent of a Third Party or a Governmental Authority, would result in a breach, or constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default), under any Contract or would otherwise adversely affect the rights of a member of the VF Group or the Kontoor Brands Group thereunder. VF and Kontoor Brands will use their respective commercially reasonable efforts to obtain the consent of any Third Party (including any Governmental Authority), if any, required in connection with the transfer, assignment or assumption pursuant to Section 2.03 of any such asset or any such claim or right or benefit arising thereunder or

to the assumption of any Liability; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consent. If and when such consent is obtained, such transfer, assignment and/or assumption shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. During the period in which any transfer, assignment or assumption is delayed pursuant to this Section 2.05 as a result of the absence of a required consent, the party (or relevant member in its Group) retaining such asset, claim or right shall thereafter hold (or shall cause such member in its Group to hold) such asset, claim or right for the use and benefit of the party (or relevant member in its Group) entitled thereto (at the expense of the Person entitled thereto) and the party intended to assume an such Liability shall, or shall cause the applicable member of its Group to, pay, hold harmless or reimburse the party (or the relevant member of its Group) retaining such Liability for all amounts paid, incurred in connection with or arising out of the retention of such Liability. In addition, the party retaining such asset, claim or right, or such Liability (or relevant member of its Group) shall (or shall cause such member in its Group to) treat, insofar as reasonably possible and to the extent permitted by Applicable Law, such asset, claim or right, or such Liability, in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the party to which such asset, claim or right, or such Liability, is to be transferred or assumed in order to place such party, insofar as reasonably possible, in the same position as if such asset, claim or right, or such Liability, had been transferred or assumed on or prior to the Distribution Time as contemplated hereby and so that all the benefits and burdens relating to such asset, claim or right, or such Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such asset, claim or right, or such Liability, are to inure from and after the Distribution Time to the relevant member of the VF Group or the Kontoor Brands Group, as the case may be, entitled to the receipt of such asset, claim or right, or required to assume such Liability.

Section 2.06. Intercompany Accounts. The parties shall use commercially reasonable efforts to settle on or prior to the Distribution Date (to the extent practicable), all intercompany receivables, payables and other balances, in each case, that arise prior to the Distribution Time between members of the VF Group, on the one hand, and members of the Kontoor Brands Group, on the other hand (“Intercompany Accounts”), by way of capitalization and/or one or more cash payments (whether or not on a net basis) in satisfaction of such amounts. From and after the Distribution Time, the parties shall use commercially reasonable efforts to settle any Intercompany Accounts that are not settled as of the Distribution Time within 90 days of the Distribution Date and in the manner set forth in the first sentence of this Section 2.06; provided that any claim by any member of either Group with respect to an Intercompany Account must be made in writing (which writing shall be provided in accordance with Section 6.01 and be reasonably specific as to the applicable Intercompany Account and the amount thereof) to the applicable member of the other Group within 90 days of the Distribution Date.

Section 2.07. Intercompany Agreements. (a) Except as set forth in Section 2.07(b), all Contracts between members of the VF Group, on the one hand, and members of the Kontoor Brands Group, on the other hand, in effect immediately prior to the Distribution are hereby agreed by VF (on behalf of itself and each member of the VF Group) and by Kontoor Brands (on behalf of itself and each member of the Kontoor Brands Group) to be terminated, cancelled and of no further force and effect from and after the Distribution Time (including any provision thereof that purports to survive termination) without any further Liability to any party thereto.

(b) The provisions of Section 2.07(a) shall not apply to any of the following Contracts: (i) this Agreement and the Ancillary Agreements (and each other Contract expressly contemplated by this Agreement or any Ancillary Agreement (A) to be entered into by any of the parties hereto or any of the members of their respective Groups or (B) to survive the Distribution Date); (ii) any Contract to which any Person, other than solely the parties hereto and the members of their respective Groups is a party; (iii) any Intercompany Accounts to the extent such Intercompany Accounts were not satisfied and/or settled in accordance with the first sentence of Section 2.06 (it being understood that such Intercompany Accounts shall be satisfied or settled in accordance with the second sentence of Section 2.06); and (iv) the Contracts set forth on Schedule 2.07(b).

Section 2.08. Bank Accounts; Cash Balances.

(a) VF and Kontoor Brands shall, and shall cause the members of their respective Group to, use commercially reasonable efforts such that, on or prior to the Distribution Time, the VF Group and the Kontoor Brands Group maintain separate bank accounts and separate cash management processes. Without limiting the generality of the foregoing, VF and Kontoor Brands shall use commercially reasonable efforts to, and shall cause the members of their respective Groups to use commercially reasonable efforts to, effective prior to the Distribution Time, (x) remove and replace the signatories of any bank or brokerage account owned by Kontoor Brands or any other member of the Kontoor Brands Group as of the Distribution Time with individuals designated by Kontoor Brands and (y) if requested by VF, remove and replace the signatories of any bank or brokerage account owned by VF or any other member of the VF Group as of the Distribution Time with individuals designated by VF.

(b) With respect to any outstanding payments initiated by VF, Kontoor Brands, or any of their respective Subsidiaries prior to the Distribution Time, such outstanding payments shall be honored following the Distribution by the Person or Group owning the account from which the payment was initiated.

(c) As between VF and Kontoor Brands (and the members of their respective Groups) all payments received after the Distribution Date by either party (or member of its Group) that relate to a business, asset or Liability of the other party (or member of its Group), shall be held by such party for the use and benefit and at the expense of the party entitled thereto. Each party shall maintain an accounting of any such payments, and the parties shall have a monthly reconciliation, whereby all such payments received by each party are calculated and the net amount owed to VF or Kontoor Brands, as applicable, shall be paid over with a mutual right of set-off. If at any time the net amount owed to either party exceeds $500,000, an interim payment of such net amount owed shall be made to the party entitled thereto within five (5) Business Days of such amount exceeding $500,000. Notwithstanding the foregoing, neither VF nor Kontoor Brands shall act as collection agent for the other party, nor shall either party act as surety or endorser with respect to non-sufficient funds checks or funds to be returned in a bankruptcy or fraudulent conveyance action.

Section 2.09. Replacement of Guarantees. VF and Kontoor Brands shall each use commercially reasonable efforts to, and shall cause the members of their respective Groups to use commercially reasonable efforts to, effective as of the Distribution Time, terminate or cause a member of the Kontoor Brands Group to be substituted in all respects for a member of the VF Group with respect to, and for the members of the VF Group, as applicable, to be otherwise removed or released from, all obligations of any member of the Kontoor Brands Group under any guarantee, surety bond, letter of credit, letter of comfort or similar credit or performance support arrangement (each, a “Guarantee”), given or obtained by any member of the VF Group for the benefit of any member of the Kontoor Brands Group or the Jeanswear Business (including any Guarantee of any Environmental Liability). If VF and Kontoor Brands have been unable to effect any such substitution, removal, release and termination with respect to any such Guarantee as of the Distribution Time, then, following the Distribution Time, subject to any applicable terms of Schedule 2.09, (a) the parties shall cooperate to effect such substitution, removal, release and termination as soon as reasonably practicable after the Distribution Time, (b) Kontoor Brands and the members of the Kontoor Brands Group shall, from and after the Distribution Time, indemnify against, hold harmless and promptly reimburse the members of the VF Group for any payments made by members of the VF Group and for any and all Liabilities of the members of the VF Group arising out of, or in performing, in whole or in part, any obligation under any such Guarantee, and (c) without the prior written consent of VF, no member of the Kontoor Brands Group may renew, extend the term of, increase any obligations under, or transfer to a third Person, any Liability for which any member of the VF Group is or might be liable pursuant to an applicable Guarantee unless such Guarantee, and all applicable obligations of the members of the VF Group with respect thereto, are thereupon terminated pursuant to documentation reasonably acceptable to VF.

Section 2.10. Further Assurances and Consents. In addition to the actions specifically provided for elsewhere in this Agreement, each of the parties hereto shall use its commercially reasonable efforts to take, or

cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under Applicable Laws and agreements or otherwise to consummate and make effective any transfers of assets, assignments and assumptions of Liabilities and any other transactions contemplated hereby (including, for the avoidance of doubt, pursuant to Section 4.13), including using its commercially reasonable efforts to obtain any consents and approvals and to make any filings and applications necessary or desirable in order to consummate the transactions contemplated by this Agreement (including, for the avoidance of doubt, pursuant to Section 4.13); provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such consent or approval.

ARTICLE 3

DISTRIBUTION

Section 3.01. Conditions Precedent to Distribution. (a) In no event shall the Distribution occur unless each of the following conditions shall have been satisfied (or waived by VF in its sole discretion):

(i) the Restructuring shall have been completed;

(ii) the Kontoor Brands Financing Transactions shall have been consummated and the Cash Contribution shall have occurred;

(iii) the Board of Directors of VF shall be satisfied that the Distribution will be made in a manner that does not cause VF to be unable to pay its debts in the usual course of its business or cause the total assets of VF to be less than the sum of its total liabilities plus the amount that would be needed, if VF were to be dissolved as of the Distribution Time, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution, if any, in each case in accordance with Section 1551 of the Corporations and Unincorporated Associations Law of the Commonwealth of Pennsylvania;

(iv) the Board of Directors of VF shall have approved the Distribution and shall not have abandoned the Distribution or terminated this Agreement at any time prior to the Distribution;

(v) the Form 10 shall have been filed with the Commission and declared effective by the Commission, no stop order suspending the effectiveness of the Form 10 shall be in effect, no proceedings for such purpose shall be pending before or threatened by the Commission, and the Information Statement shall have been mailed to holders of the VF Common Stock as of the Record Date;

(vi) all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted;

(vii) the Kontoor Brands Common Stock to be delivered in the Distribution shall have been approved for listing on the NYSE, subject to official notice of issuance;

(viii) the Board of Directors of Kontoor Brands, as named in the Information Statement, shall have been duly elected, and the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws, each in substantially the form filed as an exhibit to the Form 10, shall be in effect;

(ix) each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto;

(x) VF shall have received the Tax Opinion (which shall not have been revoked or modified in any material respect) that is reasonably satisfactory to VF confirming that (i) the Contribution and the Distribution, taken together, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code and (ii) the Distribution will qualify as a tax-free transaction under Sections 355(a) and 355(c) of the Code;

(xi) a nationally recognized valuation advisory firm acceptable to VF shall have delivered one or more opinions to the Board of Directors of VF concerning the solvency and capital adequacy matters relating to each of (A) VF and its Group and (B) Kontoor Brands and its Group after consummation of the Distribution, and such opinions shall be acceptable to the Board of Directors of VF in its sole and absolute discretion and such opinions shall not have been withdrawn or rescinded;

(xii) no Applicable Law shall have been adopted, promulgated or issued, and be in effect, that prohibits the consummation of the Distribution or any of the other transactions contemplated hereby;

(xiii) any material governmental approvals and consents and any material permits, registrations and consents from Third Parties, in each case, necessary to effect the Distribution and to permit the operation of the Jeanswear Business after the Distribution Date substantially as it is conducted at the date hereof shall have been obtained; and

(xiv) no event or development shall have occurred or exist that, in the judgment of the Board of Directors of VF, in its sole discretion, makes it inadvisable to effect the Distribution or the other transactions contemplated hereby.

(b) Each of the conditions set forth in this Section 3.01(a) is for the sole benefit of VF and shall not give rise to or create any duty on the part of VF or its Board of Directors to waive or not to waive any such condition or to effect the Distribution, or in any way limit VF’s rights of termination as set forth in Section 6.11 or alter the consequences of any termination from those specified in Section 6.11. Any determination made by VF on or prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 3.01 shall be conclusive and binding on the parties and all other affected Persons.

Section 3.02. The Distribution. (a) VF shall, in its sole discretion, determine the Distribution Date and all terms of the Distribution, including the timing of the consummation of all or part of the Distribution. VF may, at any time and from time to time until the consummation of the Distribution, modify or change the terms of the Distribution including by accelerating or delaying the timing of the consummation of all or part of the Distribution. For the avoidance of doubt, nothing in this Agreement shall in any way limit VF’s right to terminate this Agreement or the Distribution as set forth in Section 6.11 or alter the consequences of any such termination from those specified in Section 6.11.

(b) Subject to the terms and conditions set forth in this Agreement, (i) on or prior to the Distribution Date, VF shall take such steps as are reasonably necessary or appropriate to permit the Distribution by the Distribution Agent of validly issued, fully paid and non-assessable shares of Kontoor Brands Common Stock, registered in book-entry form through the registration system, (ii) the Distribution shall be effective at the Distribution Time, and (iii) subject to Section 3.03, VF shall instruct the Distribution Agent to distribute, on or as soon as practicable after the Distribution Date, to each holder of record of VF Common Stock as of the Record Date, by means of a pro rata dividend, one share of Kontoor Brands Common Stock for every seven shares of VF Common Stock so held. Following the Distribution Date, Kontoor Brands agrees to provide all book-entry transfer authorizations for shares of Kontoor Brands Common Stock that VF or the Distribution Agent shall require (after giving effect to Sections 3.03 and 3.04) in order to effect the Distribution.

Section 3.03. Fractional Shares. No fractional shares of Kontoor Brands Common Stock will be distributed in the Distribution. The Distribution Agent will be directed to determine (based on the aggregate number of shares held by each holder) the number of whole shares and the fractional share of Kontoor Brands Common Stock allocable to each holder of VF Common Stock as of the Record Date. Upon the determination by the Distribution Agent of such numbers of whole shares and fractional shares, as soon as practicable on or after the Distribution Date, the Distribution Agent, acting on behalf of the holders thereof, shall aggregate the fractional shares into whole shares and shall sell the whole shares obtained thereby for cash on the open market (with the Distribution Agent, in its sole discretion, determining when, how and through which broker-dealer(s) and at

which price(s) to make such sales) and shall thereafter promptly distribute to each such holder entitled thereto (pro rata based on the fractional share such holder would have been entitled to receive in the Distribution) the resulting aggregate cash proceeds, after making appropriate deductions of the amounts required to be withheld for United States federal income tax purposes, if any, and after deducting an amount equal to all brokerage fees and commissions, transfer taxes and other costs attributed to the sale of shares pursuant to this Section 3.03. Neither VF nor Kontoor Brands will be required to guarantee any minimum sale price for the fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payments made in lieu of fractional shares.

Section 3.04. NO REPRESENTATIONS OR WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER DISTRIBUTION DOCUMENT, NO MEMBER OF EITHER GROUP MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, TO ANY MEMBER OF THE OTHER GROUP OR ANY OTHER PERSON WITH RESPECT TO ANY OF THE TRANSACTIONS OR MATTERS CONTEMPLATED HEREBY (INCLUDING WITH RESPECT TO THE BUSINESS, ASSETS, LIABILITIES, CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, EITHER BUSINESS, OR THE SUFFICIENCY OF ANY ASSETS TRANSFERRED OR LICENSED TO THE APPLICABLE GROUP, OR THE TITLE TO ANY SUCH ASSETS, OR THAT ANY REQUIREMENTS OF APPLICABLE LAW ARE COMPLIED WITH RESPECT TO THE RESTRUCTURING OR THE DISTRIBUTION). EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER DISTRIBUTION DOCUMENT, EACH MEMBER OF EACH GROUP SHALL TAKE ALL OF THE BUSINESS, ASSETS AND LIABILITIES TRANSFERRED OR LICENSED TO OR ASSUMED BY IT PURSUANT TO THIS AGREEMENT OR ANY DISTRIBUTION DOCUMENT ON AN “AS IS, WHERE IS” BASIS, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED.

ARTICLE 4

COVENANTS

Section 4.01. Books and Records; Access to Information. (a) To the extent not previously transferred in accordance with Section 2.02(a) or Section 2.03, from and after the Distribution Date, VF shall, and shall cause the members of the VF Group to, deliver to Kontoor Brands or any Kontoor Brands Designee any books and records that are Kontoor Brands Assets (or copies of relevant portions thereof if such books and records contain information not related to the Jeanswear Business) found to be in the possession of VF or any member of the VF Group in accordance with the applicable terms of the Transition Services Agreement and the applicable schedules thereto; provided that without limiting any express delivery requirements under this Section 4.01(a) and the terms of the Transition Services Agreement, neither VF nor any member of the VF Group shall be required to conduct any general search or investigation of its files for such books and records other than with respect to Commercial Data.

(b) Without limiting the express delivery requirements of Section 4.01(a) or any Ancillary Agreement, for a period of six years after the Distribution Date, each Group shall afford promptly the other Group and its agents and, to the extent required by Applicable Law, authorized representatives of any Governmental Authority of competent jurisdiction, reasonable access (which shall include, to the extent reasonably requested, the right to make copies) during normal business hours to its books of account, financial and other records (including accountant’s work papers, to the extent any required consents have been obtained), information (excluding any Commercial Data), employees and auditors to the extent necessary or useful for such other Group in connection with any audit, investigation, dispute or litigation, complying with their obligations under this Agreement or any Ancillary Agreement, any regulatory proceeding, any regulatory filings, complying with reporting disclosure requirements or any other requirements imposed by any Governmental Authority or any other reasonable business purpose of the Group requesting such access; provided that (i) any such access shall not unreasonably interfere with the conduct of the business of the Group providing such access and (ii) if any party reasonably

determines that affording any such access to the other party would be commercially detrimental in any material respect or violate any Applicable Law or agreement to which such party or member of its Group is a party, or waive any legal privilege applicable to such party or any member of its Group, the parties shall use commercially reasonable efforts to permit the compliance with such request in a manner that avoids any such harm or consequence.

(c) Without limiting the express delivery requirements of Section 4.01(a) or any Ancillary Agreement, until the end of the first full Kontoor Brands fiscal year occurring after the Distribution Date (and for a reasonable period of time afterwards as required for each party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), each party shall use its commercially reasonable efforts to cooperate with the other party’s information requests (other than with respect to any Commercial Data) to enable (i) the other party to meet its timetable for dissemination of its earnings releases, financial statements and management’s assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K promulgated under the Exchange Act; and (ii) the other party’s auditors timely to complete their review of the quarterly financial statements and audit of the annual financial statements, including, to the extent applicable to such party, its auditor’s audit of its internal control over financial reporting and management’s assessment thereof in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, the SEC’s and Public Company Accounting Oversight Board’s rules and auditing standards thereunder and any other Applicable Laws.

Section 4.02. Litigation Cooperation. (a) Effective as of the Distribution Time, the applicable member of the Kontoor Brands Group shall assume and thereafter be responsible for all Liabilities of either Group that may result from the Kontoor Brands Assumed Actions and, subject to Section 5.04(c), all Liabilities and fees and costs relating to the defense of the Kontoor Brands Assumed Actions, including attorneys’, accountants’, consultants’ and other professionals’ fees and expenses that have been incurred prior to the Distribution Time and are unpaid as of the Distribution Time, or, that are incurred on or after the Distribution Time. “Kontoor Brands Assumed Actions” means (x) those Actions primarily relating to the Jeanswear Business, including those in which any member of the VF Group or any Affiliate of a member of the VF Group is a defendant or a party against whom the claim or investigation is directed that are primarily related to the Jeanswear Business and, including, for the avoidance of doubt, those Actions set forth on Schedule 4.02(a) and (y) all Actions that Kontoor Brands has elected to control the defense of as the Indemnifying Party pursuant to Section 5.04(b). If any member of the VF Group has any rights or claims against a Third Party insurer or other Third Party in connection with or relating to any Kontoor Brands Assumed Action, such member shall, subject to Section 2.05, transfer and assign to the applicable member of the Kontoor Brands Group all such rights or claims and cooperate with the Kontoor Brands Group in connection with the enforcement and collection thereof. For the avoidance of doubt, effective as of the Distribution Time, Kontoor Brands shall be entitled to all recovery, rights, claims, credits, causes of action, payments, awards and rights of set-off, in each case, with respect to the Kontoor Brands Assumed Actions. VF hereby agrees to transfer or pay, and to cause any applicable member of the VF Group to transfer or pay, to Kontoor Brands any such recovery, rights, claims, credits, causes of action, payments, awards and rights of set-off as promptly as possible.

(b) Effective as of the Distribution Time, the applicable member of the VF Group shall assume and thereafter be responsible for all Liabilities of either Group that may result from the VF Assumed Actions and, subject to Section 5.04(c), all fees and costs relating to the defense of the VF Assumed Actions, including attorneys’, accountants’, consultants’ and other professionals’ fees and expenses that have been incurred prior to the Distribution Time and are unpaid as of or after the Distribution Time, or, that are incurred on or after the Distribution Time. “VF Assumed Actions” means (x) those Actions primarily related to the VF Business, including those in which any member of the Kontoor Brands Group or any Affiliate of a member of the Kontoor Brands Group is a defendant or the party against whom the claim or investigation is directed that are primarily related to the VF Business and, including, for the avoidance of doubt, those Actions set forth on Schedule 4.02(b) and (y) all Actions that VF has elected to control the defense of as the Indemnifying Party pursuant to

Section 5.04(b). If any member of the Kontoor Brands Group has any rights or claims against a Third Party insurer or other Third Party in connection with or relating to any VF Assumed Action, such member shall, subject to Section 2.05, transfer and assign to the applicable member of the VF Group all such rights or claims and cooperate with the VF Group in connection with the enforcement and collection thereof. For the avoidance of doubt, effective as of the Distribution Time, VF shall be entitled to all recovery, rights, claims, credits, causes of action, payments, awards and rights of set-off, in each case, with respect to the VF Assumed Actions. Kontoor Brands hereby agrees to transfer or pay, and to cause any applicable member of the Kontoor Brands Group to transfer or pay, to VF any such recovery, rights, claims, credits, causes of action, payments, awards and rights of set-off as promptly as possible.

(c) Each party agrees that, at all times from and after the Distribution Time, if an Action relating primarily to its Business is commenced by a Third Party naming a member of each Group as defendants thereto, such action shall be deemed to be a Kontoor Brands Assumed Action (in the case of an Action primarily related to the Jeanswear Business) or a VF Assumed Action (in the case of an Action primarily related to the VF Business) and the party as to which the Action primarily relates shall use its commercially reasonable efforts to cause the other party or member of its Group to be removed from such Action.

(d) The parties agree, that at all times from and after the Distribution Time, if any Action is commenced by a Third Party naming a member of each Group as a defendant thereto and the parties are not able to reasonably determine whether such Action primarily relates to the Jeanswear Business or the VF Business, then the parties shall cooperate in good faith to determine which party and the members of its Group shall control and be responsible for such Action in accordance with the terms of this Section 4.02, and the parties will consult to the extent necessary or advisable with respect to such Action.

(e) Each Group shall use commercially reasonable efforts to make available to the other Group and its attorneys, accountants, consultants and other designated representatives, upon written request, its directors, officers, employees and representatives as witnesses, and shall otherwise cooperate with the other Group, to the extent reasonably requested in connection with any Action arising out of either Group’s Business prior to the Distribution Time in which the requesting Group may from time to time be involved.

(f) Notwithstanding the foregoing, this Section 4.02 shall not require the party to whom any request pursuant to Section 4.02(e) has been made to make available Persons or information if such party determines that doing so would, in the reasonable good faith judgment of such party, reasonably be expected to result in any violation of any Applicable Law or agreement or adversely affect its ability to successfully assert a claim of Privilege under Applicable Law; provided, that the parties shall use commercially reasonable efforts to cooperate in seeking to find a way to permit compliance with such obligations to the extent and in a manner that avoids such consequence.

Section 4.03. Reimbursement. Each Group providing information or witnesses to the other Group or otherwise incurring any out-of-pocket expense in connection with transferring books and records or otherwise cooperating under Section 4.01 or Section 4.02 shall be entitled to receive from the recipient thereof, upon the presentation of invoices therefor, payment for all reasonable and documented out-of-pocket costs and expenses (including attorney’s fees but excluding reimbursement for general overhead, salary and employee benefits) actually incurred in providing such access, information, witnesses or cooperation.

Section 4.04. Ownership of Information. All information owned by one party (or a member of its Group) that is provided to the other party (or a member of its Group) under Section 4.01 or Section 4.02 shall be deemed to remain the property of the providing party. Unless specifically set forth herein or in any Ancillary Agreement, nothing contained in this Agreement shall be construed to grant or confer rights of license or otherwise in any such information.

Section 4.05. Retention of Records. Except as otherwise required by Applicable Law or agreed to in writing, for a period of two years following the Distribution Date, each party shall, and shall cause the members of its

Group to, retain any and all information in its possession or control relating to the other Group’s Business in accordance with the document retention practices of VF as in effect as of the date hereof. Neither party shall destroy, or permit the destruction, or otherwise dispose, or permit the disposal, of any such information, subject to such retention practice, unless, prior to such destruction or disposal, the party proposing (or whose Group member is proposing) such destruction or disposal (the “Disposing Party”) provides not less than 30 days’ prior written notice to the other party (the “Receiving Party”), specifying the information proposed to be destroyed or disposed of and the scheduled date for such destruction or disposal. If the Receiving Party shall request in writing prior to the scheduled date for such destruction or disposal that any of the information proposed to be destroyed or disposed of be delivered to the Receiving Party, the Disposing Party shall promptly arrange for the delivery of such of the information as was requested at the expense of the Receiving Party; provided that, if the Disposing Party reasonably determines that any such provision of information would violate any Applicable Law or agreement to which such party or member of its Group is a party, or waive any legal privilege applicable to such party or any member of its Group, the parties shall use commercially reasonable efforts to permit the prompt compliance with such request in a manner that avoids any such harm or consequence. Any records or documents that were subject to a litigation hold prior to the Distribution Date must be retained by the applicable party until such party or member of its Group is notified by the other party that the litigation hold is no longer in effect.

Section 4.06. Confidentiality. Each party acknowledges that it or a member of its Group may have in its possession, and, in connection with this Agreement and the Ancillary Agreements, may receive, Confidential Information of the other party or any member of its Group (including information in the possession of such other party relating to its clients or customers). Each party shall hold and shall cause its directors, officers, employees, agents, consultants and advisors (“Representatives”) and the members of its Group and their Representatives to hold in strict confidence and not to use, except as permitted by this Agreement, or any Ancillary Agreement all such Confidential Information concerning the other Group unless (a) such party or any of the members of its Group or its or their Representatives is compelled to disclose such Confidential Information by judicial or administrative process or by other requirements of Applicable Law or (b) such Confidential Information can be shown to have been (i) in the public domain through no fault of such party or any of the members of its Group or its or their Representatives, (ii) lawfully acquired after the Distribution Date on a non-confidential basis from other sources not known by such party to be under any legal obligation to keep such information confidential or (iii) developed by such party or any of the members of its Group or its or their Representatives without the use of any Confidential Information of the other Group. Notwithstanding the foregoing, such party or member of its Group or its or their Representatives may disclose such Confidential Information to the members of its Group and its or their Representatives so long as such Persons are informed by such party of the confidential nature of such Confidential Information and are directed by such party to treat such information confidentially. The obligation of each party and the members of its Group and its and their Representatives to hold any such Confidential Information in confidence shall be satisfied if they exercise the same level of care with respect to such Confidential Information as they would with respect to their own proprietary information. If such party or any of a member of its Group or any of its or their Representatives becomes legally compelled to disclose any documents or information subject to this Section 4.06, such party will promptly notify the other party and, upon request, use commercially reasonable efforts to cooperate with the other party’s efforts to seek a protective order or other remedy. If no such protective order or other remedy is obtained or if the other party waives in writing such party’s compliance with this Section 4.06, such party or the member of its Group or its or their Representatives may furnish only that portion of the information which it concludes, after consultation with counsel, is legally required to be disclosed and will exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information. Each party agrees to be responsible for any breach of this Section 4.06 by it, the members of its Group and its and their Representatives.

Section 4.07. Privileged Information. (a) The parties acknowledge that members of the VF Group, on the one hand, and members of the Kontoor Brands Group, on the other hand, may possess documents or other information regarding the other Group that is or may be subject to the attorney-client privilege, the work product doctrine or common interest privilege (collectively, “Privileges”; and such documents and other information collectively, the “Privileged Information”). Each party agrees to use commercially reasonable efforts to protect

and maintain, and to cause their respective Affiliates to protect and maintain, any applicable claim to Privilege in order to prevent any of the other Group’s Privileged Information from being disclosed or used in a manner inconsistent with such Privilege without the other party’s consent. Without limiting the generality of the foregoing, a party and its Affiliates shall not, without the other party’s prior written consent, (i) waive any Privilege with respect to any of the other party’s or any member of its Group’s Privileged Information, (ii) fail to defend any Privilege with respect to any such Privileged Information, or (iii) fail to take any other actions reasonably necessary to preserve any Privilege with respect to any such Privileged Information.

(b) Upon receipt by a party or any member of such party’s Group of any subpoena, discovery or other request that calls for the production or disclosure of Privileged Information of the other party or a member of its Group, such party shall promptly notify the other party of the existence of the request and shall provide the other party a reasonable opportunity to review the information and to assert any rights it or a member of its Group may have under this Section 4.07 or otherwise to prevent the production or disclosure of such Privileged Information. Each party agrees that neither it nor any member of its Group will produce or disclose any information that may be covered by a Privilege of the party or a member of its Group under this Section 4.07 unless (i) the other party has provided its written consent to such production or disclosure (which consent shall not be unreasonably withheld) or (ii) a court of competent jurisdiction has entered an order finding that the information is not entitled to protection under any applicable Privilege or otherwise requires disclosure of such information.

(c) In the event that any member of the VF Group and any member of the Kontoor Brands Group cooperate in the mutual defense of any Third Party Claim, such cooperation shall not constitute a waiver or qualification of such party’s right to assert and defend any applicable claim to Privilege.

(d) Each of the VF Group and the Kontoor Brands Group covenants and agrees that, following the Distribution Time, Xxxxx Xxxx & Xxxxxxxx LLP or any other internal or external legal counsel currently representing the Kontoor Brands Group (each a “Prior Company Counsel”) may serve as counsel to the VF Group and its Affiliates in connection with any matters arising under or related to this Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, including with respect to any litigation, Claim or obligation arising out of or related to this Agreement or any Ancillary Agreement or the transactions contemplated by this Agreement or any Ancillary Agreement, notwithstanding any representation by the Prior Company Counsel prior to the Distribution Time. The VF Group and the Kontoor Brands Group hereby irrevocably (i) waive any Claim they have or may have that a Prior Company Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) covenant and agree that, in the event that a dispute arises after the Distribution Time between the Kontoor Brands Group and the VF Group (together with its Affiliates), Prior Company Counsel may represent any member of the VF Group and any Affiliates thereof in such dispute even though the interests of such Person(s) may be directly adverse to the VF Group or the Kontoor Brands Group and even though Prior Company Counsel may have represented the Kontoor Brands Group in a matter substantially related to such dispute.

(e) All communications between members of the VF Group, on the one hand, and Prior Company Counsel, on the other hand, related to the transactions contemplated by this Agreement or any Ancillary Agreement shall be deemed to be attorney-client confidences that belong solely to such members of the VF Group or the Prior Company Counsel (the “Pre-Distribution Time Communications”). Accordingly, the Kontoor Brands Group shall not have access to any such Pre-Distribution Time Communications or to the files of Prior Company Counsel relating to such engagement related to the transactions contemplated hereby from and after the Distribution Time, and all books, records and other materials of the Kontoor Brands Group in any medium (including electronic copies) containing or reflecting any of the Pre-Distribution Time Communications or the work product of legal counsel with respect thereto, including any related summaries, drafts or analyses, and all rights with respect to any of the foregoing, are hereby assigned and transferred to the VF Group effective as of the Distribution Time (collectively, the “VF Group Privileged Materials”). The VF Group may cause all of the VF Group Privileged Materials to be distributed to the VF Group immediately prior to the Distribution Time with no copies thereof retained by the Kontoor Brands Group or its respective representatives, and all such distributed VF Group Privileged Materials shall be excluded from the transactions contemplated by this

Agreement and each Ancillary Agreement. From and after the Distribution Time, in the event that any member of the Kontoor Brands Group shall possess any VF Group Privileged Materials, such member of the Kontoor Brands Group shall promptly cause such VF Group Privileged Materials to be distributed to the VF Group in accordance with this Section 4.07(e) or destroyed, at the election of Kontoor Brands. In addition, from and after the Distribution Time, (i) the Kontoor Brands Group and its representatives shall maintain the confidentiality of the VF Group Privileged Materials and (ii) none of the members of the Kontoor Brands Group or their respective representatives shall access or in any way, directly or indirectly, use or rely upon any VF Group Privileged Materials (whether or not distributed to the VF Group prior to the Distribution Time in accordance with this Section 4.07(e)). To the extent that any VF Group Privileged Materials are not delivered to the VF Group, the Kontoor Brands Group agrees not to assert a waiver of any applicable privilege or protection with respect to such materials. Without limiting the generality of the foregoing, from and after the Distribution Time, (a) the VF Group shall be the sole holders of the Privileges with respect to the VF Group Privileged Materials, and no member of the Kontoor Brands Group shall be a holder thereof, (b) to the extent that files of Prior Company Counsel in respect of VF Group Privileged Materials constitute property of the client, only the VF Group shall hold such property rights, (c) Prior Company Counsel shall have no duty whatsoever to reveal or disclose any VF Group Privileged Materials to the Kontoor Brands Group by reason of any attorney-client relationship between Prior Company Counsel and the Kontoor Brands Group and (d) after the Distribution Date, all communications between members of the Kontoor Brands Group, on the one hand, and any attorneys retained by any member of the Kontoor Brands Group, on the other hand, shall be deemed to be attorney-client confidences that belong solely to such members of the Kontoor Brands Group or such attorneys. Each of the Kontoor Brands Group and the VF Group hereby acknowledges and confirms that it has had the opportunity to review and obtain adequate information regarding the significance and risks of the waivers and other terms and conditions of this Section 4.07(e), including the opportunity to discuss with counsel such matters and reasonable alternatives to such terms. This Section Section 4.07(e) is for the benefit of the VF Group and Prior Company Counsel, and the VF Group and Prior Company Counsel are intended third party beneficiaries of this Section 4.07(e). This Section 4.07(e) shall be irrevocable, and no term of this Section 4.07(e) may be amended, waived or modified, without the prior written consent of the VF Group and Prior Company Counsel. The covenants and obligations set forth in this Section 4.07(e) shall survive for ten (10) years following the Distribution Time.

Section 4.08. Limitation of Liability. Except as otherwise provided in this Agreement, no party shall have any liability to any other party in the event that any information, books or records exchanged or provided pursuant to this Agreement is found to be inaccurate or the requested information, books or records is not provided, in the absence of willful misconduct by the party requested to provide such information, books or records. No party shall have any liability to any other party if any information, books or records is destroyed after commercially reasonable efforts by such party to comply with the provisions of Section 4.05.

Section 4.09. Other Agreements Providing for Exchange of Information. The rights and obligations granted under this Article 5 are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention, rights to use, or confidential treatment of Information set forth in any Ancillary Agreement. Notwithstanding anything in this Agreement to the contrary, (i) the Tax Matters Agreement shall govern the retention of Tax related records and the exchange of Tax related information and (ii) the Employee Matters Agreement shall govern the retention of employment and benefits related records.

Section 4.10. Conduct of Incidents Subject to VF Insurance. (a) Kontoor Brands, for itself and the members of its Group, acknowledges that coverage for the Jeanswear Business under the insurance policies of VF and the members of the VF Group (other than insurance policies, insurance contracts and claim administration contracts established in contemplation of the Distribution to cover only the Kontoor Brands Group after the Distribution Time (the “Post-Distribution Insurance Arrangements”)) (the “VF Insurance Policies”) will cease as of the Distribution Time, and that, except as set forth in this Section 4.10, neither VF nor any member of its Group will purchase any “tail” policy or other additional or substitute coverage for the benefit of Kontoor Brands or the members of the Kontoor Brands Group relating to the Jeanswear Business applicable in any period after the Distribution Time.

(b) Notwithstanding the foregoing, VF, for itself and the members of its Group, agrees that VF or a member of its Group shall, with respect to (x) any act, circumstance, occurrence or incident arising prior to the Distribution Time that relates to the Jeanswear Business that is potentially covered by an occurrence-based insurance policy of VF or any member of its Group (each, a “VF Occurrence-Based Policy”) in effect prior to the Distribution Time, (y) any act, circumstance, occurrence or incident arising or occurring prior to the Distribution Time that relates to the Jeanswear Business that is potentially covered by an insurance policy of VF or any member of its Group written on a “claims made” basis (“VF Claims-Made Policies”) in effect prior to the Distribution Time, or (z) any act, circumstance, occurrence or incident arising or occurring prior to the Distribution Time that relates to the Jeanswear Business that is potentially covered by an insurance policy of VF or any member of its Group written on a “loss discovered” basis (“VF Loss Discovered-Policies” and together with the VF Occurrence-Based Policies and the VF Claims-Made Policies, the “VF Shared Policies”) (i) not relinquish any of its rights, or take any actions (other than the making of claims under the VF Shared Policies) that could reasonably be expected to reduce or otherwise limit the available coverage for any claim or incident arising prior to the Distribution Time that relates to the Jeanswear Business, under any of the VF Shared Policies, (ii) upon request of Kontoor Brands or any member of its Group, report such claim or incident to the appropriate insurer as promptly as practicable and in accordance with the terms and conditions of the applicable VF Shared Policy and to use commercially reasonable efforts to administer such claims, (iii) include Kontoor Brands and the applicable member of its Group on material correspondence and possible litigation proceedings relating to such claim or incident and (iv) instruct that such proceeds are paid directly to the injured party in settlement of any claims, rather than to VF or the members of its Group, or, if such proceeds are received by VF or any member of its Group, pay such proceeds over to Kontoor Brands or the applicable member of its Group; provided that Kontoor Brands and the applicable members of its Group shall notify VF promptly of any potential claim, shall cooperate in the investigation and pursuit of any claim, shall have the right to effectively associate in the pursuit of any claim, including the ability to withhold its consent to any proposed claim settlement (such consent not to be unreasonably conditioned, withheld or delayed) and shall bear all out-of-pocket expenses incurred by VF or the members of its Group in connection with the foregoing; provided further that VF and the members of its Group shall be obligated to use only commercially reasonable efforts to pursue any claims that are potentially covered by available VF Shared Policies and shall not, for the avoidance of doubt, have any obligation to commence any litigation with respect to any matter potentially covered by any VF Shared Policy unless the costs of such litigation are borne by Kontoor Brands. Kontoor Brands shall bear responsibility for any deductible payments required to be made under the VF Shared Policies in respect of any such claims.

(c) Notwithstanding the foregoing Section 4.10(a), with respect to the VF Loss Discovered Policies providing cyber and privacy coverage to VF and the member of its Group, on the one hand, and the Post-Distribution Insurance Arrangements providing cyber and privacy coverage to Kontoor Brands and the members of its Group, on the other hand (collectively, the “Cyber Policies”), in the event of any Cyber Event arising or occurring at or following the Distribution Time that affects, impacts or relates to both VF (or any member of its Group) and Kontoor Brands (or any member of its Group) and that is potentially covered by such Cyber Policies (a “Cyber Insurance Event”), including any Cyber Event occurring in connection with services to be provided pursuant to the Transition Services Agreement, then VF and the members of its Group, on the one hand, and Kontoor Brands and the members of its Group, on the other hand, shall cooperate in good faith with respect to the making of any claims with respect to such Cyber Insurance Event with the respective Cyber Policies of the Kontoor Brands Group, on the one hand, and the VF Group, on the other hand; provided that neither VF and the members of its Group, on the one hand, nor Kontoor Brands and the members of its Group, on the other hand, will be covered by, or have any right to make any claim against or otherwise seek coverage under, any of the Cyber Policies of the other Group with respect to any such Cyber Insurance Event.

(d) If, after the Distribution Time, Kontoor Brands or any of the members of its Group reasonably requires any information regarding claims data for renewal purposes or other information pertaining to a claim or to any occurrence or alleged wrongful acts which occurred prior to the Distribution Time (regardless of when such occurrences or alleged wrongful acts may be reported) that could reasonably be expected to give rise to a claim (including any pre- Distribution claims under any VF Shared Policy) in order to give notice to or make filings

with insurance carriers or claims adjustors or administrators or to adjust, administer or otherwise manage a claim, then, subject to the provisos in Section 4.10, VF shall cause such information to be supplied to Kontoor Brands or the applicable member of its Group, to the extent such information is in its possession and control or can be reasonably obtained by VF (or the members of its Group), as applicable, reasonably promptly upon a written request therefore. In furtherance of the foregoing, if any Third Party requires the consent of VF or any of the members its Group to the disclosure of claims data or information maintained by an insurance company or other Third Party in respect of any claim (including any pre-Distribution claims under any VF Shared Policy), such consent shall not be unreasonably withheld, conditioned or delayed.

Section 4.11. Trademark Phase Out.

(a) Except as expressly provided in the VF License Agreement, as soon as reasonably practicable, but in any event within one hundred eighty (180) days, following the Distribution Time, Kontoor Brands shall, and shall cause its Subsidiaries to, cease any and all use of the VF Names and Marks and remove, conceal, cover, redact and/or replace the VF Names and Marks from any and all Kontoor Brands Assets and any other assets and materials under their possession or control bearing such VF Names and Marks.

(b) Kontoor Brands shall use commercially reasonable efforts to cause its Subsidiaries to adopt new corporate names that do not contain or consist of, in whole or in part, the VF Names and Marks (and provide VF with written evidence thereof) as soon as reasonably practicable following the Distribution Time, but in any event no later than twenty-four (24) months thereafter.

Section 4.12. [Reserved].

Section 4.13. VF Option.

(a) Grant of the VF Option. Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, Kontoor Brands, on behalf of itself and each of the members of the Kontoor Brands Group, hereby grants to VF, for itself and each of the members of the VF Group, the irrevocable right and option to acquire all of the issued and outstanding stock or other ownership interests (the “Option Subsidiary Stock”) of Czech Distribution Services s.r.o., a member of the Kontoor Brands Group formed in connection with the Restructuring and organized pursuant to the laws of the Czech Republic (the “Option Subsidiary”, and the foregoing option being referred to herein as the “VF Option”), which as of the Distribution Date shall own only the properties, assets and other rights listed or described on Schedule 4.13(a) and shall employ the employees or other service providers listed on Schedule 4.13(a) (collectively, the “Option Subsidiary Assets”) for use solely in conducting the supply chain, logistics and distribution operations that exclusively relate or pertain to the operation of the Jeanswear Business as conducted at the distribution center listed on Schedule 4.13(a) (the “Specified Facility”, and such business and operations, the “Option Subsidiary Business”), which Specified Facility shall be subject to a lease between VF, or a member of the VF Group, as landlord, and the Option Subsidiary, as tenant (the “Specified Facility Lease”).

(b) Conduct of the Option Subsidiary Business. From and after the Distribution Date until the earliest to occur of the VF Option Closing Date or the expiration of the VF Option Period, Kontoor Brands and the members of the Kontoor Brands Group shall cause the Option Subsidiary to (i) maintain its corporate existence and good standing in its jurisdiction of incorporation or organization, (ii) conduct the Option Subsidiary Business in the ordinary course and consistent with the past practices of the VF Group as conducted at the Specified Facility, and (iii) use its best efforts to preserve intact its business organization and relationships with third parties, including suppliers, vendors and employees. Without limiting the generality of the foregoing, from and after the Distribution Date until the earliest to occur of the VF Option Closing Date or the expiration of the VF Option Period Kontoor Brands shall not, and shall cause the members of the Kontoor Brands Group, including the Option Subsidiary, to not, without the prior written consent of VF:

(i) permit the Option Subsidiary to (A) operate any business other than the Option Subsidiary Business, (B) own, hold or acquire any properties, assets or other businesses other than the Option

Subsidiary Assets, or become liable for, assume or otherwise become obligated or liable for any Liabilities other than Liabilities that are relating to, arising out of or in connection with or resulting from the Option Subsidiary Business or the Option Subsidiary Assets;

(ii) sell, lease, assign or transfer, directly or indirectly, or create or incur any lien or encumbrance on, any of the Option Subsidiary Assets or the Option Subsidiary Stock (whether by merger, consolidation, share transfer or otherwise);

(iii) other than in the ordinary course of business and consistent with the past practices of the VF Group with respect to the Specified Facility, or as required by Applicable Law, (A) hire or otherwise retain the services of, or terminate the employment or services of, any employee, director or officer of the Option Subsidiary, (B) make or grant any bonus or any wage, severance or termination pay, salary or compensation increase to any employee, director or officer of the Option Subsidiary, (C) enter into, make, modify, amend or alter in any way any employee benefit plan, employment agreement or arrangement of the Option Subsidiary, or (D) make or grant any equity or equity-based compensation award to any employee, director or officer of the Option Subsidiary;

(iv) merge or consolidate the Option Subsidiary with or into any corporation or other entity,

(v) (A) authorize the issuance, issue or sell or agree or commit to issue or sell (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any equity or debt securities, or other interests in, the Option Subsidiary or (B) amend any term of any class or series of securities of the Option Subsidiary;

(vi) permit the Option Subsidiary to make any investment in or acquisition of equity or debt securities of any Person, or make loans, advances or capital contributions to, or otherwise acquire any capital stock or business of, any Person;

(vii) amend or modify the charter, constitution or applicable organizational documents (whether by merger, consolidation or otherwise) of the Option Subsidiary in any way, including taking, agreeing to take or authorizing any action to wind up its affairs or dissolve or change its corporate or other organizational form or amend any terms of its outstanding securities; or

(viii) make or change any Tax election of the Option Subsidiary or with respect to the Option Subsidiary Business.

(c) Exercise of the VF Option. VF shall be entitled to exercise the VF Option at any time during the ninety (90)-day period immediately following the date on which the term of the Specified Facility Lease expires in accordance with its terms (the “VF Option Period”) upon written notice to Kontoor Brands of its desire to exercise the VF Option (such notice, the “Exercise Notice” and the date on which such Exercise Notice is sent, the “Exercise Date”).

(d) Closing. The closing of the sale, transfer and delivery of the Option Subsidiary Stock contemplated by Section 4.13(e) (the “VF Option Closing”) will take place as soon as practicable following the Exercise Date at such place, time and date as may be agreed upon by VF and Kontoor Brands, but in no event later than five (5) Business Days following the Exercise Date (the “VF Option Closing Date”); provided that in the event that the Fair Market Value has not been agreed upon in accordance with Section 4.13(f) as of the expiration of such five (5)-Business Day period, then the VF Option Closing Date shall occur promptly following the date that the Fair Market Value has been finally determined in accordance with the terms of Section 4.13(f), but in no event later than five (5) Business Days following such determination; provided further that, if the VF Option Closing or the transfer and delivery of the Option Subsidiary Stock in accordance with the terms of this Section 4.13 is subject to regulatory approval or the consent of any third party, the VF Option Closing Date shall be delayed until the Business Day following the date on which the last of such regulatory approvals or third party consents is received or waived by VF.

(e) Sale and Transfer of Option Subsidiary Stock. At the VF Option Closing, Kontoor Brands hereby agrees, on behalf of itself and each of the members of the Kontoor Brands Group, to, or to cause the applicable

member of the Kontoor Brands Group to, sell, transfer, convey, assign and deliver to VF, or a VF Designee designated by VF in the Exercise Notice, all of the Option Subsidiary Stock. In connection therewith, Kontoor Brands shall, and shall cause the applicable members of its Group to, execute and deliver such purchase and sale agreements, stock powers, certificates of title, deeds and other instruments of transfer (the “Option Subsidiary Transfer Documents”) as and to the extent necessary to evidence the sale, transfer, conveyance and assignment of the Option Subsidiary Stock to the VF Designee, which Option Subsidiary Transfer Documents shall be in form and substance satisfactory to VF and shall contain appropriate representations and warranties of Kontoor Brands and the applicable members of the Kontoor Brands Group as to the ownership of the Option Subsidiary Stock, noncontravention, enforceability, authorization and ability to convey title to the Option Subsidiary Stock, and representations and warranties to the effect that the covenants set forth in Section 4.13(b) shall have been fully performed and complied with in all respects by Kontoor Brands and the members of its Group (including the Option Subsidiary) during the period from the Distribution Date to the VF Option Closing Date.

(f) VF Option Purchase Price. At the VF Option Closing, VF agrees to pay, or to cause a member of the VF Group to pay, an amount in cash equal to the Fair Market Value of the Option Subsidiary Stock to Kontoor Brands, or a member of the Kontoor Brands Group designated by Kontoor Brands prior to the VF Option Closing Date. For purposes of this Section 4.13, “Fair Market Value” shall mean the value of the Option Subsidiary Stock as calculated using the same criteria and valuation methodologies, consistently applied, used by VF in connection with the sale or transfer of the Option Subsidiary Business to the Option Subsidiary in connection with the Restructuring (the “Option Subsidiary Valuation Methodology”), subject to any adjustments required as a result of any capital contributions made to the Option Subsidiary in connection with the Restructuring or otherwise in accordance with this Agreement, which value shall be mutually agreed by VF and Kontoor Brands. If VF and Kontoor Brands do not reach agreement on the Fair Market Value within thirty (30) days following the Exercise Date, a nationally recognized accounting or corporate valuation firm as mutually agreed upon by VF and Kontoor Brands acting in good faith (the “Option Appraiser”) shall be appointed by VF and Kontoor Brands to review and determine the Fair Market Value of the Option Subsidiary Stock in accordance with the Option Subsidiary Valuation Methodologies and the terms of this Section 4.13(f). The costs and expenses of the Option Appraiser shall be borne equally by VF, on the one hand, and Kontoor Brands, on the other hand.

(g) Payment of Transfer Taxes. Any transfer, stamp or other similar taxes and duties payable in connection with any sale and transfer of the Option Subsidiary Stock shall be borne equally by VF, on the one hand, and Kontoor Brands, on the other hand.

(h) Miscellaneous. For the avoidance of doubt, from the Distribution Date until the VF Option Closing Date, the Option Subsidiary shall be a member of the Kontoor Brands Group, the Option Subsidiary Assets shall be Kontoor Brands Assets and all Liabilities relating to, arising out of or in connection with or resulting from the Option Subsidiary Business or the Option Subsidiary Assets shall be Kontoor Brands Liabilities, in each case for all purposes of this Agreement. Notwithstanding the foregoing, from and after the VF Option Closing Date, the Option Subsidiary shall be a member of the VF Group, the Option Subsidiary Assets shall be VF Assets and all Liabilities exclusively relating to, arising exclusively out of or exclusively in connection with or resulting exclusively from the Option Subsidiary Business or the Option Subsidiary Assets shall be VF Liabilities, in each case for all purposes of this Agreement; provided, however that it is understood and agreed that any Liabilities of the Option Subsidiary other than Liabilities exclusively relating to, arising exclusively out of or exclusively in connection with or resulting from exclusively the Option Subsidiary Business or the Option Subsidiary Assets shall at all times be Kontoor Brands Liabilities without regard to the occurrence of the VF Option Closing Date.

ARTICLE 5

RELEASE; INDEMNIFICATION

Section 5.01. Release of Pre-Distribution Claims.

(a) Except (i) as provided in Section 5.01(b) and (ii) as otherwise expressly provided in this Agreement or any Ancillary Agreement, each party does hereby, on behalf of itself and each member of its Group, and each of

their successors and assigns, release and forever discharge the other party and the other members of such party’s Group, and their respective successors and assigns, and all Persons who at any time prior to the Distribution Time have been directors, officers, employees or attorneys serving as independent contractors of such other party or any member of its Group (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns (collectively, the “Released Parties”), from any and all demands, Claims, Actions and Liabilities whatsoever, whether at law or in equity (including any right of contribution or any right pursuant to any Environmental Law whether now or hereinafter in effect), whether arising under any Contract, by operation of law or otherwise (and including for the avoidance of doubt, those arising as a result of the negligence, strict liability or any other liability under any theory of law or equity of, or any violation of law by any Released Party), existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Date. In furtherance of the foregoing, each party shall cause each of the members of its respective Group to, effective as of the Distribution Time, release and forever discharge each of the Released Parties of the other Group as and to the same extent as the release and discharge provided by such party pursuant to the foregoing provisions of this Section 5.01(a).

(b) Nothing contained in Section 5.01(a) shall impair any right of any Person identified in Section 5.01(a) to enforce this Agreement or any Ancillary Agreement. Nothing contained in Section 5.01(a) shall release or discharge any Person from:

(i) any Liability assumed, transferred, assigned, retained or allocated to that Person in accordance with, or any other Liability of that Person under, this Agreement or any of the Ancillary Agreements;

(ii) any Liability that is expressly specified in this Agreement (including Section 2.06 and Section 2.07) or any Ancillary Agreement to continue after the Distribution Time, but subject to any limitation set forth in this Agreement (including Section 2.06 and Section 2.07) or any Ancillary Agreement relating specifically to such Liability;

(iii) any Liability that the parties may have with respect to claims for indemnification, recovery or contribution brought pursuant to this Agreement or any Ancillary Agreement, which Liability shall be governed by the provisions of this Article 5, or, if applicable, the appropriate provisions of the Ancillary Agreements; or

(iv) any Liability the release of which would result in the release of any Person, other than a member of the VF Group or any related Released Party; provided, however, that the parties hereto agree not to bring or allow their respective Subsidiaries to bring suit against the other party or any related Released Party with respect to any such Liability.

In addition, nothing contained in Section 5.01(a) shall release any party or any member of its Group from honoring its existing obligations to indemnify, or advance expenses to, any Person who was a director, officer or employee of such party or any member of its Group, at or prior to the Distribution Time, to the extent such Person was entitled to such indemnification or advancement of expenses pursuant to then-existing obligations; provided, however, that to the extent applicable, Section 5.02 hereof shall determine whether any party shall be required to indemnify the other or a member of its Group in respect of such Liability.

(c) No party hereto shall make, nor permit any member of its Group to make, any Claim or demand, or commence any Action asserting any Claim or demand, including any Claim of contribution or indemnification, against the other party, or any related Released Party, with respect to any Liability released pursuant to Section 5.01(a).

(d) It is the intent of each of the parties by virtue of the provisions of this Section 5.01 to provide for a full and complete release and discharge of all Liabilities existing or arising from all acts and events occurring or failing to occur or alleged to have occurred or to have failed to occur and all conditions existing or alleged to have existed on or before the Distribution Date between members of the VF Group, on the one hand, and

members of the Kontoor Brands Group, on the other hand, (including any Contract existing or alleged to exist between the parties on or before the Distribution Date), except as expressly set forth in Section 5.01(b) or as expressly provided in this Agreement or any Ancillary Agreement. At any time, at the reasonable request of either VF or Kontoor Brands, the other party hereto shall execute and deliver (and cause its respective Subsidiaries to execute and deliver) releases reflecting the provisions hereof.

Section 5.02. Kontoor Brands Indemnification of the VF Group. (a) Effective as of and after the Distribution Time, Kontoor Brands shall indemnify, defend and hold harmless each member of the VF Group, each Affiliate thereof and each of their respective past, present and future directors, officers, employees and agents and the respective heirs, executors, administrators, successors and assigns of any of the foregoing (the “VF Indemnitees”) from and against any and all Liabilities incurred or suffered by any of the VF Indemnitees arising out of or in connection with (i) any of the Kontoor Brands Liabilities, or the failure of any member of the Kontoor Brands Group to pay, perform or otherwise discharge any of the Kontoor Brands Liabilities, (ii) any breach by Kontoor Brands or any member of the Kontoor Brands Group of this Agreement or any Ancillary Agreement, (iii) the ownership or operation of the Jeanswear Business or the Kontoor Brands Assets, whether prior to, on or after the Distribution Date, (iv) any payments made by VF or any member of the VF Group in respect of any Guarantee given or obtained by any member of the VF Group for the benefit of any member of the Kontoor Brands Group or the Jeanswear Business, or any Liability of any member of the VF Group in respect thereof, and (v) any use of any Licensed VF IP (as defined in the VF License Agreement) or the VF Names and Marks by Kontoor Brands, any member of the Kontoor Brands Group or any permitted sublicensee under the VF License Agreement.

(b) Except to the extent set forth in Section 5.03(b), effective as of and after the Distribution Time, Kontoor Brands shall indemnify, defend and hold harmless each of the VF Indemnitees and each Person, if any, who controls any VF Indemnitee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all Liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Form 10 or any amendment thereof, the Information Statement (as amended or supplemented if Kontoor Brands shall have furnished any amendments or supplements thereto), the Equity Compensation Registration Statement or any offering or marketing materials prepared in connection with the Kontoor Brands Financing Arrangements or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 5.03. VF Indemnification of the Kontoor Brands Group. (a) Effective as of and after the Distribution Time, VF shall indemnify, defend and hold harmless each member of the Kontoor Brands Group, each Affiliate thereof and each of their respective past, present and future directors, officers, employees and agents and the respective heirs, executors, administrators, successors and assigns of any of the foregoing (the “Kontoor Brands Indemnitees”) from and against any and all Liabilities incurred or suffered by any of the Kontoor Brands Indemnitees and arising out of or in connection with (i) any of the VF Liabilities, or the failure of any member of the VF Group to pay, perform or otherwise discharge any of the VF Liabilities, (ii) the ownership or operation of the VF Business or the VF Assets, whether prior to, on or after the Distribution Date, and (iii) any breach by VF or any member of the VF Group of this Agreement or any Ancillary Agreement.

(b) Effective as of and after the Distribution Time, VF shall indemnify, defend and hold harmless each of the Kontoor Brands Indemnitees and each Person, if any, who controls any Kontoor Brands Indemnitee within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all Liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Form 10 or any amendment thereof, the Information Statement (as amended or supplemented if Kontoor Brands shall have furnished any amendments or supplements thereto), the Equity Compensation Registration Statement or any offering or marketing materials prepared in connection with the Kontoor Brands Financing Arrangements or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such Liabilities are caused by any such untrue statement or omission or alleged untrue

statement or omission based on information furnished by VF solely in respect of the VF Group and which information is set forth on Schedule 5.03(b).

Section 5.04. Procedures. (a) The party seeking indemnification under Section 5.02 or Section 5.03 (the “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding (each, a “Claim”) in respect of which indemnity may be sought hereunder and will provide the Indemnifying Party such information with respect thereto that the Indemnifying Party may reasonably request. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have prejudiced the Indemnifying Party.

(b) The Indemnifying Party shall be entitled to participate in the defense of any Claim asserted by any Third Party (“Third Party Claim”) and, subject to the limitations set forth in this Section 5.04, if it so notifies the Indemnified Party no later than 30 days after receipt of the notice described in Section 5.04(a), shall be entitled to control and appoint lead counsel for such defense, in each case at its expense. If the Indemnifying Party does not so notify the Indemnified Party, the Indemnified Party shall have the right to defend or contest such Third Party Claim through counsel chosen by the Indemnified Party that is reasonably acceptable to the Indemnifying Party, subject to the provisions of this Section 5.04. The Indemnified Party shall provide the Indemnifying Party and such counsel with such information regarding such Third Party Claim as either of them may reasonably request (which request may be general or specific).

(c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of Section 5.04(b), (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all Liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its related Indemnitees or is otherwise materially prejudicial to any such Person and (ii) the Indemnified Party shall be entitled to participate in (but not control) the defense of such Third Party Claim and, at its own expense, to employ separate counsel of its choice for such purpose; provided that in the event of a conflict of interest between the Indemnifying Party and the applicable Indemnified Party, the reasonable and documented fees and expenses of such separate counsel shall be at the Indemnifying Party’s expense.

(d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

(e) Each Indemnified Party shall use commercially reasonable efforts to collect any amounts available under insurance coverage, or from any other Person alleged to be responsible, for any Liabilities payable under Section 5.02 or Section 5.03 and the reasonable expenses incurred in connection therewith will be treated as Liabilities subject to indemnification hereunder.

(f) If any Third Party Claim shall be brought against a member of each Group, then such Action shall be deemed to be a Kontoor Brands Assumed Action or a VF Assumed Action in accordance with Sections 4.02(a) or 4.02(b), to the extent applicable, and Kontoor Brands, in the case of any Kontoor Brands Assumed Action, or VF, in the case of any VF Assumed Action, shall be deemed to be the Indemnifying Party for the purposes of this Article 5. In the event of any Action in which the Indemnifying Party is not also named defendant, at the request of either the Indemnified Party or the Indemnifying Party, the parties will use commercially reasonable efforts to substitute the Indemnifying Party or its applicable Affiliate for the named defendant in the Action.

Section 5.05. Calculation of Indemnification Amount. Any indemnification amount pursuant to Section 5.02 or Section 5.03 shall be paid (i) net of any amounts actually recovered by the Indemnified Party under applicable

Third Party insurance policies or from any other Third Party alleged to be responsible therefor, and (ii) taking into account any Tax Benefit allowable to the Indemnified Party (using the methodology set forth in Section 11(d) of the Tax Matters Agreement to determine the amount of any such Tax Benefit) and any Tax cost incurred by the Indemnified Party arising from the incurrence or payment of the relevant Liabilities. VF and Kontoor Brands agree that, for United States federal income tax purposes, any payment made pursuant to this Article 5 will be treated as provided under Section 12(b) of the Tax Matters Agreement. If the Indemnified Party receives any amounts under applicable Third Party insurance policies, or from any other Third Party alleged to be responsible for any Liabilities, subsequent to an indemnification payment by the Indemnifying Party in respect thereof, then such Indemnified Party shall promptly reimburse the Indemnifying Party for any payment made by such Indemnifying Party in respect thereof up to the amount received by the Indemnified Party from such Third Party insurance policy or Third Party, as applicable.

Section 5.06. Contribution. If for any reason the indemnification provided for in Section 5.02 or Section 5.03 is unavailable to any Indemnified Party, or insufficient to hold it harmless, then the Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of such Liabilities in such proportion as is appropriate to reflect the relative fault of the VF Group, on the one hand, and the Kontoor Brands Group, on the other hand, in connection with the conduct, statement or omission that resulted in such Liabilities. In case of any Liabilities arising out of or related to information contained in the Form 10 or any amendment thereof, the Information Statement (as amended or supplemented if Kontoor Brands shall have furnished any amendments or supplements thereto), the Equity Compensation Registration Statement or any offering or marketing materials prepared in connection with the Kontoor Brands Financing Arrangements, the relative fault of the VF Group, on the one hand, and the Kontoor Brands Group, on the other hand, shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or the omission or alleged omission of a material fact relates to information supplied by Kontoor Brands or any member of its Group, on the one hand, or VF or any member of its Group (but solely to the extent such information is set forth on Schedule 5.03(b)), on the other hand.

Section 5.07. Non-Exclusivity of Remedies. Subject to Section 5.01, the remedies provided for in this Article 5 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Party at law or in equity; provided that the procedures set forth in Sections 6.04 and 6.05 shall be the exclusive procedures governing any indemnity action brought under this Agreement.

Section 5.08. Survival of Indemnities. The rights and obligations of any Indemnified Party or Indemnifying Party under this Article 5 shall survive the sale or other transfer of any party of any of its assets, business or liabilities.

Section 5.09. Ancillary Agreements. If an indemnification claim is covered by the indemnification provisions of an Ancillary Agreement, the claim shall be made under the Ancillary Agreement to the extent applicable and the provisions thereof shall govern such claim. In no event shall any party be entitled to double recovery from the indemnification provisions of this Agreement and any Ancillary Agreement.

ARTICLE 6

MISCELLANEOUS

Section 6.01. Notices. Any notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, mail, or e-mail transmission to the following addresses:

If to VF to:

VF Corporation

000 Xxxxxxxxx Xxxxxx Xxxx.

Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000

Attn: General Counsel’s Office

Email: [—]

with a copy to:

Xxxxx Xxxx & Xxxxxxxx LLP

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Xxxx X. Xxxxxxxx

Xxxxxx Brass

Email: xxxx.xxxxxxxx@xxxxxxxxx.xxx

xxxxxx.xxxxx@xxxxxxxxx.xxx

If to Kontoor Brands to:

Kontoor Brands, Inc.

000 X. Xxx Xxxxxx,

Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000

Attn: General Counsel’s Office

Email: [—]

with a copy to:

Xxxxx Xxxx & Xxxxxxxx LLP

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Xxxx X. Xxxxxxxx

Xxxxxx Brass

Email: xxxx.xxxxxxxx@xxxxxxxxx.xxx

xxxxxx.xxxxx@xxxxxxxxx.xxx

or such other address or facsimile number as such party may hereafter specify for the purpose by notice to the other party hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 6.02. Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by VF and Kontoor Brands, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

Section 6.03. Expenses. VF and Kontoor Brands shall each bear the costs and expenses incurred or paid in connection with the Restructuring, the Distribution and any other related transaction, as applicable, set forth below their respective names on Schedule 6.03. All other third-party fees, costs and expenses paid or incurred in connection with the foregoing (except as specifically allocated pursuant to the terms of this Agreement or any Ancillary Agreement) will be paid by the party incurring such fees or expenses, whether or not the Distribution occurs, or as otherwise agreed by the parties in writing.

Section 6.04. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto. If any party or any of its successors or permitted assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of such party shall assume all of the obligations of such party under the Distribution Documents.

Section 6.05. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state.

Section 6.06. Counterparts; Effectiveness; Third-Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Except for Section 4.07 and the indemnification and release provisions of Article 5, neither this Agreement nor any provision hereof is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns.

Section 6.07. Entire Agreement. This Agreement and the other Distribution Documents constitute the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof and thereof. No representation, inducement, promise, understanding, condition or warranty not set forth herein or in the other Distribution Documents has been made or relied upon by any party hereto or any member of their Group with respect to the transactions contemplated by the Distribution Documents. Without limiting Section 5.09 and subject to Section 6.08, in the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the Ancillary Agreement shall control with respect to the subject matter thereof, and this Agreement shall control with respect to all other matters; provided, that except as provided for in Section 2.04 to extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Restructuring Agreement, this Agreement shall control with respect to all matters.

Section 6.08. Tax Matters. Except as otherwise expressly provided herein, this Agreement shall not govern Tax matters (including any administrative, procedural and related matters thereto), which shall be exclusively governed by the Tax Matters Agreement and the Employee Matters Agreement. For the avoidance of doubt, to the extent of any inconsistency between this Agreement and either of the Tax Matters Agreement or Employee Matters Agreement, the terms of the Tax Matters Agreement or Employee Matters Agreement, as the case may be, shall govern.

Section 6.09. Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or in any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from the transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an

inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or outside of the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.01 shall be deemed effective service of process on such party.

Section 6.10. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 6.11. Termination. Notwithstanding any provision of this Agreement to the contrary, the Board of Directors of VF may, in its sole discretion and without the approval of Kontoor Brands or any other Person, at any time prior to the Distribution terminate this Agreement and/or abandon the Distribution, whether or not it has theretofore approved this Agreement and/or the Distribution. In the event this Agreement is terminated pursuant to the preceding sentence, this Agreement shall forthwith become void and neither party nor any of its directors or officers shall have any liability or further obligation to the other party or any other Person by reason of this Agreement.

Section 6.12. Severability. If any one or more of the provisions contained in this Agreement should be declared invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a declaration, the parties shall modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

Section 6.13. Survival. All covenants and agreements of the parties contained in this Agreement shall survive the Distribution Date indefinitely, unless a specific survival or other applicable period is expressly set forth herein.

Section 6.14. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 6.15. Interpretation. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of its authorship of any of the provisions of this Agreement.

Section 6.16. Specific Performance. Each party to this Agreement acknowledges and agrees that damages for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and irreparable harm would occur. In recognition of this fact, each party agrees that, if there is a breach or threatened breach, in addition to any damages, the other nonbreaching party to this Agreement, without posting any bond, shall be entitled to seek and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, attachment, or any other equitable remedy which may then be available to obligate the breaching party (i) to perform its obligations under this Agreement or (ii) if the breaching party is unable, for whatever reason, to perform those obligations, to take any other actions as are necessary, advisable or appropriate to give the other party to this Agreement the economic effect which comes as close as possible to the performance of those obligations (including transferring, or granting liens on, the assets of the breaching party to secure the performance by the breaching party of those obligations).

Section 6.17. Performance. Each party shall cause to be performed all actions, agreements and obligations set forth herein to be performed by any member of such party’s Group.

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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written.


V.F. CORPORATION

By:		/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx Title: Vice President, Corporate Development, Treasury, Investor Relations


KONTOOR BRANDS, INC.

By:		/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx Title: VP & CFO

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SEPARATION AND DISTRIBUTION AGREEMENT by and between V.F. CORPORATION and KONTOOR BRANDS, INC. Dated as of May 22, 2019

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