Pennsylvania
(State or other jurisdiction of incorporation or organization) |
23-1180120
(I.R.S. employer identification number) |
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
Three Months Ended March
2006
2005*
$
1,646,405
$
1,563,643
19,328
18,542
1,665,733
1,582,185
964,558
915,564
498,228
480,115
1,462,786
1,395,679
202,947
186,506
1,418
3,016
(12,690
)
(18,674
)
882
119
(10,390
)
(15,539
)
192,557
170,967
64,372
56,281
128,185
114,686
(11,833
)
$
128,185
$
102,853
$
1.16
$
1.02
(0.11
)
1.16
0.92
$
1.14
$
1.00
(0.10
)
1.14
0.89
109,854
111,761
112,339
114,993
$
0.29
$
0.27
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Three Months Ended March
2006
2005*
$
128,185
$
102,853
11,833
23,455
22,199
4,018
3,696
4,237
4,100
18,725
17,229
980
4,524
(64,055
)
(44,739
)
796
(917
)
(174,738
)
(100,070
)
32,955
(10,106
)
(105,042
)
(52,157
)
23,457
11,802
(107,027
)
(29,753
)
(23,684
)
(29,229
)
(1,225
)
(23,817
)
(5,405
)
(5,964
)
5,085
4,410
(25,229
)
(54,600
)
73,461
(4,751
)
(488
)
(531
)
(55,365
)
(59,073
)
(32,252
)
(30,801
)
3,839
54,373
751
9,610
(10,054
)
(31,173
)
(233
)
(4,117
)
(142,543
)
(119,643
)
296,557
485,507
$
154,014
$
365,864
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March 2006
December 2005
Weighted
Gross
Net
Net
Average
Carrying
Accumulated
Carrying
Carrying
(Dollars in thousands)
Life *
Amount
Amortization
Amount
Amount
24 years
$
147,212
$
20,749
$
126,463
$
128,791
22 years
89,658
8,952
80,706
81,849
10 years
5,173
1,315
3,858
4,026
211,027
214,666
529,905
529,647
$
740,932
$
744,313
*
Amortization of license agreements accelerated and straight-line methods; customer
relationships accelerated methods; other straight-line method.
Intimate
(In thousands)
Jeanswear
Outdoor
Apparel
Imagewear
Sportswear
Total
$
193,685
$
515,696
$
117,526
$
56,246
$
213,884
$
1,097,037
400
400
87
273
360
$
193,772
$
516,369
$
117,526
$
56,246
$
213,884
$
1,097,797
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Three Months Ended March
(In thousands)
2006
2005
$
5,507
$
5,135
16,575
15,338
(18,188
)
(15,935
)
870
870
6,855
5,366
$
11,619
$
10,774
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Three Months Ended March
(In thousands)
2006
2005*
$
703,820
$
713,502
385,645
285,381
210,111
227,703
193,965
187,304
163,021
159,596
9,171
8,699
$
1,665,733
$
1,582,185
$
123,023
$
116,679
50,592
31,725
15,759
22,308
30,051
29,570
20,453
26,429
(1,210
)
(724
)
238,668
225,987
(34,839
)
(39,362
)
(11,272
)
(15,658
)
$
192,557
$
170,967
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Preferred
Common
Additional
Retained
(In thousands)
Stock
Stock
Paid-in Capital
Earnings
$
23,326
$
110,108
$
1,277,486
$
1,585,421
128,185
(31,864
)
(380
)
(829
)
43
786
(1,000
)
(54,635
)
126
24,599
(1,054
)
$
22,497
$
109,277
$
1,302,085
$
1,626,459
Three Months Ended March
(In thousands)
2006
2005
$
128,185
$
102,853
(18,145
)
(6,188
)
(2,674
)
5,322
(1,354
)
3,875
$
106,012
$
105,862
Foreign
Minimum
Derivative
Currency
Pension
Financial
Marketable
(In thousands)
Translation
Liability
Instruments
Securities
Total
$
(42,449
)
$
(143,192
)
$
7,296
$
13,543
$
(164,802
)
(18,145
)
(2,674
)
(1,354
)
(22,173
)
$
(60,594
)
$
(143,192
)
$
4,622
$
12,189
$
(186,975
)
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Three Months Ended March
(In thousands, except per share amounts)
2006
2005
$
128,185
$
114,686
380
421
$
127,805
$
114,265
109,854
111,761
$
1.16
$
1.02
$
128,185
$
114,686
109,854
111,761
1,166
1,293
1,319
1,939
112,339
114,993
$
1.14
$
1.00
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Revenues, net income and earnings per share for the first quarter were each at record levels.
Revenues increased 5% to $1,665.7 million. The increase in revenues was driven primarily by organic growth in
our Outdoor businesses, plus revenues of the
Reef
â
brand acquired on April 14, 2005. Changes in foreign currency
translation rates negatively impacted 2006 revenues by $30 million, or by 2%, compared with the prior year quarter.
Net income increased 12% to $128.2 million, and earnings per share increased 14% to $1.14, with prior year
amounts based on income before the cumulative effect of the change in accounting for stock-based compensation. (All per share
amounts are presented on a diluted basis.) These increases resulted primarily from earnings growth in our Outdoor and Jeanswear
coalitions and reduced interest expense. Foreign currency translation negatively impacted earnings per share by $0.02 per share in
the 2006 quarter.
First Quarter
2006 Compared
(In millions)
with 2005
$
1,582
42
42
$
1,666
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Three Months Ended March
2006
2005
42.1
%
42.1
%
29.9
30.3
12.2
%
11.8
%
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Intimate
(In millions)
Jeanswear
Outdoor
Apparel
Imagewear
Sportswear
Other
$
713
$
285
$
228
$
187
$
160
$
9
(9
)
59
(18
)
7
3
42
$
704
$
386
$
210
$
194
$
163
$
9
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March
December
March
(Dollars in millions)
2006
2005
2005
$
1,267.3
$
1,213.2
$
1,108.8
2.2 to 1
2.1 to 1
1.9 to 1
24.7
%
22.6
%
27.4
%
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Inventory purchase obligations represent binding commitments to purchase finished goods,
raw materials and sewing labor in the ordinary course of business. The total of these
inventory purchase obligations increased by approximately $190 million at the end of the first
quarter, compared with the 2005 year-end, to support seasonal sales expectations in succeeding
months.
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20
21
Maximum Number of
Weighted
Total Number of Shares
Shares that May Yet Be
Total Number
Average
Purchased as Part of
Purchased Under the
of Shares
Price Paid
Publicly Announced
Plans or
Fiscal Period
Purchased
per Share
Plans or Programs
Programs (1)
140,000
$
55.44
140,000
1,180,000
168,000
55.93
168,000
11,012,000
692,000
55.21
692,000
10,320,000
1,000,000
1,000,000
(1)
The VF Board of Directors authorized the repurchase of 10.0 million additional shares in
February 2006. VF intends to purchase 1.0 million additional shares during the second quarter
of 2006, although the actual number purchased during this period may vary depending on funding
required to support business acquisition and other opportunities. Also, under the Mid-Term
Incentive Plan implemented under VFs 1996 Stock Compensation Plan, VF must withhold from the
shares of Common Stock issuable in settlement of a participants performance restricted stock
units the number of shares having an aggregate fair market value equal to any federal, state
and local withholding or other tax that VF is required to withhold, unless the participant has
made other arrangements to pay such amounts. There were 7,308 shares withheld under the
Mid-Term Incentive Plan during the first quarter of 2006.
Votes For
Votes Withheld
94,923,574
5,996,707
91,160,783
9,759,498
93,606,615
7,313,666
94,918,459
6,001,822
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The proposal to ratify the selection of PricewaterhouseCoopers LLP as VFs independent
registered public accounting firm for the 2006 fiscal year was approved by the shareholders.
The vote was 98,719,268 for, 1,677,232 against and 523,781 abstaining.
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22
V.F. CORPORATION
(Registrant)
By:
/s/ Robert K. Shearer
Senior Vice President and
Chief Financial Officer
(Chief Financial Officer)
By:
/s/ Bradley W. Batten
Vice President Controller
(Chief Accounting Officer)
EXHIBIT 10.1
VF CORPORATION
AWARD CERTIFICATE
RESTRICTED STOCK
NUMBER OF SHARES OF RESTRICTED STOCK AWARDED: 25,000
To: Eric C. Wiseman ("Participant")
I am pleased to advise you that you have been awarded the number of shares of Restricted Stock set forth above under VF Corporation's 1996 Stock Compensation Plan, as amended (the "1996 Plan"), subject to the terms and conditions set forth in the 1996 Plan and the attached Appendix.
VF CORPORATION
By: /s/ Mackey J. McDonald ----------------------------------------- Mackey J. McDonald Chairman and Chief Executive Officer Dated: March 1, 2006 ("Grant Date") |
VF CORPORATION
APPENDIX TO
AWARD CERTIFICATE
TERMS AND CONDITIONS RELATING TO
RESTRICTED STOCK
1. GRANT OF RESTRICTED STOCK.
(a) GRANT OF RESTRICTED STOCK UNDER 1996 PLAN. Participant has been granted the shares of restricted stock (the "Restricted Stock") specified in the Award Certificate under VF Corporation's (the "Company's") 1996 Plan, copies of which have been provided to Participant. All of the terms, conditions, and other provisions of the 1996 Plan are hereby incorporated by reference into this document. Capitalized terms used in this document but not defined herein shall have the same meanings as in the 1996 Plan. If there is any conflict between the provisions of this document and the mandatory provisions of the 1996 Plan, the provisions of the 1996 Plan shall govern. By accepting the grant of the Restricted Stock, Participant agrees to be bound by all of the terms and provisions of the 1996 Plan (as presently in effect or later amended), the rules and regulations under the 1996 Plan adopted from time to time, and the decisions and determinations of the Committee made from time to time. The Restricted Stock shall be issued promptly hereafter in Participant's name but shall be subject to all provisions of this Award Certificate.
(b) CERTAIN RESTRICTIONS. One or more stock certificates evidencing the Restricted Stock shall be issued in the name of Participant but shall be held and retained by the Company until the restrictions set forth herein shall have lapsed. All such stock certificates shall bear the following legend:
"The shares of Common Stock evidenced by this Certificate are subject to the terms and conditions of a Restricted Stock Award Certificate dated March 1, 2006, between the registered owner and VF Corporation; such shares are subject to forfeiture under the terms of said Award Certificate; and such shares shall not be sold, transferred, assigned, pledged, encumbered or otherwise alienated or hypothecated except pursuant to the provisions of said Agreement, a copy of which is available from VF Corporation upon request."
Until the shares of Restricted Stock have become vested in accordance with Paragraph 1(e), the Restricted Stock shall be subject to a risk of forfeiture as provided in the 1996 Plan and this document. Until vested, such Restricted Stock will be nontransferable, as provided in the 1996 Plan and Paragraph 1(d), and Participant agrees that, upon request of the Company, he will deliver to the Company stock powers or other instruments of transfer or assignment, duly endorsed in blank with signature guaranteed, corresponding to each certificate for Restricted Stock or distributions thereon. If Participant shall fail to provide the Company with any such stock power or other instrument of transfer or assignment, Participant hereby irrevocably appoints the Secretary of the Company as his attorney-in-fact to execute and deliver any such power or other instrument which may be necessary to effectuate the transfer of the Restricted Stock (or assignment of distributions thereon) on the books and records of the Company. Participant is subject to the VF Code of Business Conduct and related policies on insider trading.
(c) DIVIDENDS AND ADJUSTMENTS. Participant shall be entitled to receive with respect to the Restricted Stock all dividends and distributions payable on Common Stock (including for this purpose any forward stock split) if and to the extent that he is the record owner of such Restricted Stock on any record date
for such a dividend or distribution and he has not forfeited such Restricted Stock on or before the payment date for such dividend or distribution, subject to the following terms and conditions:
(i) Regular Cash Dividends. All cash distributions payable with respect to the Restricted Stock shall be retained by the Company and reinvested in additional shares of Common Stock to be issued in the name of Participant.
(ii) Common Stock Dividends and Splits. If the Company declares and pays a dividend or distribution on Common Stock in the form of additional shares of Common Stock, or there occurs a forward split of Common Stock, then the Common Stock issued or delivered as such dividend or distribution or resulting from such stock split will be deemed to be additional Restricted Stock.
(iii) Adjustments. If the Company declares and pays a dividend or
distribution on Common Stock that is not a regular cash dividend and
not in the form of additional shares of Common Stock, or if there
occurs any other event referred to in Article XI of the 1996 Plan,
the Company shall retain any such dividend or distribution and the
Committee shall adjust the number of shares of Restricted Stock in a
manner that will prevent dilution or enlargement of Participant's
rights with respect to the Restricted Stock, in an equitable manner
determined by the Committee. In addition, the Committee may vary the
treatment of any dividend or distribution as specified under Section
1(c)(i), (ii) or (iii), in its discretion.
(iv) Risk of Forfeiture of Restricted Stock Resulting from Dividends and Adjustments. Shares of Restricted Stock that directly or indirectly result from dividends or distributions on or adjustments to a share of Restricted Stock shall be subject to the same risk of forfeiture as applies to the granted Restricted Stock.
(v) Fractional Shares. No fractional shares shall be issued under this Agreement. The Company will determine how to treat any fractional share or amounts that would be deemed invested in a fractional share hereunder.
(d) NON-TRANSFERABILITY. Until the Restricted Stock has become vested, neither Participant nor any beneficiary shall have the right to, directly or indirectly, donate, sell, alienate, assign, transfer, pledge, anticipate, or encumber (except by reason of death) any shares of Restricted Stock, nor shall any such shares of Restricted Stock be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of Participant or any beneficiary, or to the debts, contracts, liabilities, engagements, or torts of Participant or any beneficiary or transfer by operation of law in the event of bankruptcy or insolvency of Participant or any beneficiary, or any legal process.
(e) VESTING AND FORFEITURE. The Restricted Stock will vest on March 1, 2011 (the "Stated Vesting Date") if both of the following conditions are met, except as otherwise provided herein: (i) the Company has positive earnings in the fiscal year 2006, and (ii) the Participant continues to be an employee of the Company through the Stated Vesting Date. If the foregoing conditions are met and the Restricted Stock vests, all restrictions on the Restricted Stock shall lapse and all shares of Common Stock representing the Restricted Stock shall be delivered to Participant free of restrictions. If the Company fails to have positive earnings in the fiscal year 2006, the Restricted Stock shall be canceled and forfeited and Participant shall have no further rights hereunder. Except to the extent set forth in this Paragraph 1(e), upon Participant's Termination of Employment prior to the vesting of the Restricted Stock, all Restricted Stock shall be canceled and forfeited and Participant shall have no further rights hereunder. If Termination of Employment is due to Participant's death or Disability (as defined below), a Pro Rata Portion (as defined below) of Participant's Restricted Stock shall vest at the date of Termination of Employment, and delivery of the Pro Rata Portion of Restricted Stock free of any restrictions shall occur as promptly as practicable following Termination of Employment due to death or Disability. Certificates representing the shares of vested Restricted Stock shall be delivered promptly to Participant, or delivery of such shares shall be made to Participant's broker or in such other commercially
reasonable manner as the Company may determine, within ten business days after the Restricted Stock becomes vested.
(f) CERTAIN DEFINITIONS. The following definitions apply for purposes of this Agreement:
(i) "Disability" means (A), if Participant has an Employment Agreement defining "Disability," the definition under such Employment Agreement, or (B), if Participant has no Employment Agreement defining "Disability," Participant's incapacity due to physical or mental illness resulting in Participant's absence from his or her duties with the Company on a full-time basis for 26 consecutive weeks, and, within 30 days after written notice of termination has been given by the Company, Participant has not returned to the full-time performance of his or her duties.
(ii) "Pro Rata Portion" means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant's Termination of Employment and the denominator of which is the number of days from the Grant Date to the Stated Vesting Date.
(iii) "Termination of Employment" means Participant's termination of employment with the Company or any of its subsidiaries or affiliates in circumstances in which, immediately thereafter, Participant is not employed by the Company or any of its subsidiaries or affiliates. Service as a non-employee director shall not be treated as employment for purposes of this Agreement.
(g) COMPLIANCE WITH CODE SECTION 409A. The Restricted Stock is intended to be exempt from Section 409A of the Internal Revenue Code. The Participant will be subject to federal income taxation no later than the Stated Vesting Date, regardless of any delay in delivery of the share certificate thereafter.
2.TAXES.
(a) If Participant properly elects, within thirty (30) days of the date of this Agreement, to include in gross income for federal income tax purposes an amount equal to the fair market value (as of the Grant Date) of the Restricted Stock, Participant shall make arrangements satisfactory to the Committee to pay to the Company in 2006 any federal, state or local income taxes required to be withheld with respect to such shares. If Participant shall fail to make such tax payments as are required, the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock.
(b) If Participant does not make the election described in Paragraph 2(a) above, Participant shall, no later than the date as of which the restrictions referred to in Paragraph 1(e) hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Company for payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock, and the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Participant any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. Unless, at least 90 days before the Stated Vesting Date or any earlier applicable vesting date, Participant has made separate arrangements satisfactory to the Company for the payment such mandatory withholding taxes, the Company will withhold from the share to be delivered upon vesting the number of whole shares having a Fair Market Value nearest to but not exceeding the amount of such mandatory withholding taxes.
3. MISCELLANEOUS.
(a) BINDING EFFECT; WRITTEN AMENDMENTS. The terms and conditions set forth in this document shall be binding upon the heirs, executors, administrators and successors of the parties. The Award Certificate and this document constitute the entire agreement between the parties with respect to the Restricted Stock and
supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this document which may impose any additional obligation upon the Company or materially impair the rights of Participant with respect to the Restricted Stock shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and, if Participant's rights are materially impaired thereby, by Participant.
(b) NO PROMISE OF EMPLOYMENT. The Restricted Stock and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Participant has a right to continue as an officer, employee or director of the Company or its subsidiaries for any period of time, or at any particular rate of compensation.
(c) GOVERNING LAW. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws (but not the law of conflicts of laws) of the State of North Carolina, and applicable federal law.
(d) NOTICES. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Vice President -- Administration, and any notice to Participant shall be addressed to Participant at Participant's address as then appearing in the records of the Company.
(e) SHAREHOLDER RIGHTS. Except as otherwise provided in this Agreement, Participant shall have, with respect to all shares of Restricted Stock, all the rights of a shareholder of the Company, including the right to vote the Restricted Stock.
(f) VOLUNTARY PARTICIPATION. Participant's participation in the Plan is voluntary. The value of the Restricted Stock is an extraordinary item of compensation. As such, the Restricted Stock is not part of normal or expected compensation for purposes of calculating any severance, change in control payments, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.
Exhibit 10.2
AMENDED AND RESTATED SECOND SUPPLEMENTAL ANNUAL BENEFIT
DETERMINATION PURSUANT TO THE VF CORPORATION AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I. PURPOSE
The purpose of this Amended and Restated Second Supplemental Annual Benefit Determination (the "Determination"), which is effective as of February 7, 2006, is to provide to designated Participants a Supplemental Pension under the VF Corporation Amended and Restated Supplemental Executive Retirement Plan (the "SERP").
ARTICLE II. DEFINITIONS
As used herein, words and phrases shall have such meanings as are set forth in the SERP, the VF Corporation Pension Plan ("Pension Plan"), and those agreements between the Corporation and certain Executives of the Corporation providing for severance benefits upon employment termination in connection with a "change in control" of the Corporation (the "Change in Control Agreements"). "Committee" shall mean the Compensation Committee of the Board of Directors of VF Corporation.
ARTICLE III. ELIGIBILITY FOR BENEFITS
The Supplemental Pension shall be payable to the Participant if his employment
terminates by reason of: 1) retirement on his Normal Retirement Date, 2) Early
Retirement approved by the Committee, 3) involuntary termination without Cause,
4) termination for Good Reason following a change in control of the Corporation
or 5) death while an Employee.
ARTICLE IV. SUPPLEMENTAL PENSION BENEFITS
4.01. Normal Retirement: The Supplemental Pension payable at Normal or Late Retirement shall be equal to:
(a) The Normal Retirement Benefit otherwise payable to the Participant under the Pension Plan based upon 25 Years of Credit without reduction for any maximum contribution, benefit or compensation limitations imposed by ERISA or the Code on the Corporation and including in the Normal Retirement Benefit calculation any compensation deferred by Participant, but without regard to the amount set forth in Appendix IV to the Pension Plan for such Participant. The Participant's "Average Annual Compensation" for Supplemental Pension calculation purposes shall mean the average of the highest three years of the full amount of the Participant's salary and bonus compensation for the ten-year period preceding his Retirement Date.
(b) The Supplemental Pension set forth in Section 4.01(a) shall be reduced by any benefits payable to the Participant under all other qualified and non-qualified retirement plans, including without
limitation the Pension Plan and the retirement plan(s) of former employer(s). For this purpose, "retirement plan" shall not include the VF Corporation Retirement Savings Plan for Salaried Employees or any other savings or thrift plan of the Corporation or any former employer(s).
4.02. Early Retirement: No Supplemental Pension shall be payable with
respect to a Participant's Early Retirement unless the Committee approves
benefit payments hereunder in connection with such Early Retirement. If so
approved, the Supplemental Pension payable at Early Retirement shall commence at
the Participant's Retirement Date and be equal to the benefit provided by
Section 4.01 above, multiplied by a fraction to reflect termination of
employment prior to Normal Retirement Date and further reduced to reflect
commencement of payments prior to age 65. The numerator of the pre-Normal
Retirement Date termination fraction shall be 26 less the number of full years
it would take for the Participant to reach or pass his Normal Retirement Date.
The denominator of this fraction shall be 25, except that the fraction shall
never exceed 1. The additional reduction for pre-age 65 commencement of benefits
shall be the same as applies under the Pension Plan.
4.03. Involuntary Termination without Cause: The Supplemental Pension payable upon the Participant's involuntary termination without Cause shall, without requiring approval by the Committee, be as provided by Section 4.02.
4.04. Termination for Good Reason: The Supplemental Pension payable upon the Participant's termination for Good Reason after a change in control shall be as provided by Section 4.03.
4.05. Death while an Employee: The Supplemental Pension payable upon the death of the Participant while an Employee shall be as provided by Section 4.03.
4.06. Form of Supplemental Pension:
(a) Benefits Not Subject to Code Section 409A. This Section
4.06(a) shall apply solely to the portion of a Participant's
Supplemental Pension which is not subject to the
requirements of Section 409A of the Code. Except as
otherwise provided in this Section 4.06(a), the Supplemental
Pension will be paid to the Participant or his or her
Surviving Spouse at the same time and in the same form as
benefits are paid under the Pension Plan, provided, however,
that death or survivor benefits upon the death of the
Participant are payable only to his or her Surviving Spouse,
if any. Notwithstanding the foregoing, benefits payable
pursuant to Section 4.03 ("involuntary termination without
Cause"), Section 4.04 ("termination for Good Reason") or
Section 4.05 ("death while an Employee") shall not commence
prior to the Participant's Normal Retirement Date except
that, at his or her sole discretion, the Participant or his
or her Surviving Spouse, as applicable, may elect, in the
event of termination for Good Reason after a change in
control or death while an Employee, to receive in a lump sum the actuarial present value of the Participant's Supplemental Pension under this Determination. Moreover, at any other time that a Supplemental Pension is scheduled to commence, the Participant may elect to receive in a lump sum the actuarial present value of his or her Supplemental Pension under this Determination.
(b) Benefits Subject to Code Section 409A. This Section 4.06(b)
shall apply solely to the portion of a Participant's
Supplemental Pension which is subject to the requirements of
Section 409A of the Code. The Supplemental Pension shall be
paid to the Participant in a lump sum in cash. The lump sum
payment shall be made to the Participant within 75 days
following the Participant's Normal or Late Retirement under
Section 4.01, Early Retirement under Section 4.02,
involuntary termination without Cause under Section 4.03 or
termination for Good Reason under Section 4.04, as
applicable; provided, however, that in the case of a
Participant who is a "specified employee" within the meaning
of Section 409A(a)(2)(B)(i) of the Code, payment of such
Participant's Supplemental Pension shall not be made until
the date which is six months after the date of the
Participant's separation from service (or, if earlier, the
date of death of the Participant). If a Participant dies
while employed, his or her Beneficiary shall, within 75 days
following the Participant's death, receive in a lump sum the
actuarial present value of the Participant's Supplemental
Pension under this Determination.
(c) Present Value Calculation. Under Section 4.06(a) (but not under Section 4.06(b)), the lump sum actuarial present value calculation for a Participant in the event of termination for Good Reason after a change in control will be based on a 6% interest rate assumption and a mortality assumption equal to the difference between (a) 85 and (b) the Participant's whole number age at the time of his or her termination of employment. All other lump sum actuarial present value calculations will be based on (i) an interest rate assumption equal to, under Section 4.06(a), the expected rate of return on assets for financial accounting purposes under the Pension Plan for the year in which the lump sum payment is to be made and, under Section 4.06(b), the yield for the Moody's Aa corporate bond index as of the last business day preceding the beginning of the calendar quarter in which the lump sum payment is to be made (or would be made except for the Participant's "specified employee" status), and (ii) the mortality assumption set forth in the Pension Plan for purposes of calculating lump sums.
ARTICLE V. PARTICIPANTS
The Committee shall from time to time designate the Employees who shall be Participants for purposes of this Determination by attaching hereto a Schedule A (as amended or supplemented).
ARTICLE VI. VESTING
The Participant shall become vested in the Supplemental Pension payable pursuant to this Determination upon satisfaction of the vesting period provided in the SERP or, if applicable, as provided in Participant's Change in Control Agreement, whichever is earlier. Nothing in this Determination shall preclude the Board of Directors from making a Participant ineligible to participate in the SERP and this Determination any time before the Participant shall become vested hereunder.
ARTICLE VII. ADOPTION
This Determination was originally approved and adopted by the Committee on
December 2, 1991, and the Committee's action was ratified by the Board of
Directors of the Corporation on December 3, 1991. This Determination was amended
and restated by the Board of Directors on and effective as of February 7, 2006,
in order (i) to preserve the favorable tax treatment available to benefits
earned and vested under the Determination on or before December 31, 2004 in view
of the enactment of Section 409A of the Code and the issuance of regulations
thereunder by the Department of the Treasury, and (ii) with respect to all other
benefits earned under the Determination, to comply with the requirements of
Section 409A and the regulations thereunder. The Board of Directors reserves the
right to amend the Determination, either retroactively or prospectively, in
whatever respect is required to achieve and maintain compliance with the
requirements of Section 409A of the Code and the regulations thereunder.
AMENDED AND RESTATED
SECOND SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION
AMENDED SCHEDULE A
1. M. J. McDonald
2. C. S. Cummings
Date: February 7, 2006
Exhibit 10.3
AMENDED AND RESTATED
FOURTH SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION
PURSUANT TO THE VF CORPORATION AMENDED AND
RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I. PURPOSE
The purpose of this Amended and Restated Fourth Supplemental Annual Benefit Determination (the "Determination"), which is effective as of February 7, 2006, is to provide to designated Participants a Supplemental Pension under the VF Corporation Amended and Restated Supplemental Executive Retirement Plan (the "SERP").
ARTICLE II. DEFINITIONS
As used herein, words and phrases shall have such meanings as are set forth in the SERP, the VF Corporation Pension Plan ("Pension Plan"), and the VF Corporation Deferred Compensation Plan (the "Deferred Compensation Plan"). "Committee" shall mean the Compensation Committee of the Board of Directors of VF Corporation.
ARTICLE III. ELIGIBILITY FOR BENEFITS
The Supplemental Pension shall be payable to the Participant if his employment ceases by reason of: 1) retirement on his Normal Retirement Date, 2) termination of employment or 3) death while an Employee.
ARTICLE IV. SUPPLEMENTAL PENSION BENEFITS
4.01 Normal Retirement: The Participants in this Determination shall receive the following Supplemental Pension payable at Normal or Late Retirement:
(a) The Normal Retirement Benefit otherwise payable to the Participant under the Pension Plan computed without reduction for any compensation deferred by the Participant under the Deferred Compensation Plan, but without regard to the amount set forth in Appendix IV to the Pension Plan for such Participant.
(b) The Supplemental Pension set forth in Section 4.01(a) shall be reduced by any benefits payable to the Participant under the Pension Plan.
4.02 Termination of Employment: The Supplemental Pension payable by reason of the Participant's termination of employment shall be equal to the benefit provided by Section 4.01 above multiplied by a fraction. The numerator of this fraction shall be the number of full and part years of the Participant's employment with the Corporation. The denominator of this fraction shall be the number of full and part years of the Participant's employment as if the Participant had been employed until Normal Retirement Date.
4.03 Death while an Employee: The Supplemental Pension payable upon the death of the Participant while an Employee shall be as provided by Section 4.02.
4.04 Form of Supplemental Pension:
(a) Benefits Not Subject to Code Section 409A. This Section 4.04(a) shall apply solely to the portion of a Participant's Supplemental Pension which is not subject to the requirements of Section 409A of the Code. The form of benefits payable to the Participant shall be the form which has been elected under the Pension Plan unless the Participant or Beneficiary has elected a different form under this Determination. Except as otherwise provided in this Section 4.04(a), payment of Supplemental Pension benefits hereunder shall commence at the same time as the Participant's or Beneficiary's benefits commence under the Pension Plan, and shall be subject to the same reductions for commencement of payments prior to Normal Retirement Date as apply to the recipient's benefits under the Pension Plan. Notwithstanding the foregoing, a Participant may elect to receive in a lump sum the actuarial present value of his or her Supplemental Pension under this Determination, and if a Participant dies while employed, his or her Beneficiary may elect to receive in a lump sum the actuarial present value of the Participant's Supplemental Pension under this Determination.
(b) Benefits Subject to Code Section 409A. This Section 4.04(b) shall
apply solely to the portion of a Participant's Supplemental Pension
which is subject to the requirements of Section 409A of the Code. The
Supplemental Pension shall be paid to the Participant in a lump sum in
cash. The lump sum payment shall be made to the Participant within 75
days following the Participant's Normal or Late Retirement under
Section 4.01 or termination of employment under Section 4.02, as
applicable; provided, however, that in the case of a Participant who
is a "specified employee" within the meaning of Section
409A(a)(2)(B)(i) of the Code, payment of such Participant's
Supplemental Pension shall not be made until the date which is six
months after the date of the Participant's separation from service
(or, if earlier, the date of death of the Participant). If a
Participant dies while employed, his or her Beneficiary shall, within
75 days following the Participant's death, receive in a lump sum the
actuarial present value of the Participant's Supplemental Pension
under this Determination.
(c) Present Value Calculation. In the case of an unmarried Participant who dies while employed after the Board of Directors' adoption of certain design modifications to the Pension Plan and the SERP on December 9, 2003, the present value of his or her Supplemental Pension under this Determination shall be determined as if such design modifications had not been adopted. The lump sum actuarial present value calculations shall be based on (i) an interest rate assumption equal to, under Section 4.04(a), the expected rate of return on assets for financial accounting purposes under the Pension Plan for the year in which the lump sum payment is to be made and, under Section 4.04(b), the yield for the Moody's Aa corporate bond index as of the last business day preceding the beginning of the calendar quarter in which the lump sum payment is to be made (or would be made except for the Participant's "specified employee" status), and (ii) the mortality assumption set forth in the Pension Plan for purposes of calculating lump sum payments.
ARTICLE V. PARTICIPANTS
The Committee designates as Participants for purposes of this Determination any Employees who participated at any time in the Deferred Compensation Plan, provided, however, that any Employees who have been designated in any other SERP Determination shall be excluded from this Determination to the extent that such other Determination provides for the Supplemental Pension set forth above.
ARTICLE VI. VESTING
The Participant shall become vested in the Supplemental Pension payable pursuant to this Determination upon satisfaction of the vesting period provided in the SERP. Nothing in this Determination shall preclude the Board of Directors from discontinuing eligibility to participate in the SERP and this Determination at any time before the Participant shall become vested hereunder.
ARTICLE VII. ADOPTION
This Determination was originally approved and adopted by the Board of Directors of the Corporation on February 13, 1990, to be effective as of January 1, 1985. This Determination was amended and restated by the Board of Directors on and effective as of February 7, 2006, in order (i) to preserve the favorable tax treatment available to benefits earned and vested under the Determination on or before December 31, 2004 in view of the enactment of Section 409A of the Code and the issuance of regulations thereunder by the Department of the Treasury, and (ii) with respect to all other benefits earned under the Determination, to comply with the requirements of Section 409A and the regulations thereunder. The Board of Directors reserves the right to amend the Determination, either retroactively or prospectively, in whatever respect is required to achieve and maintain compliance with the requirements of Section 409A of the Code and the regulations thereunder.
Exhibit 10.4
AMENDED AND RESTATED
FIFTH SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION
PURSUANT TO THE VF CORPORATION AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I. PURPOSE
The purpose of this Amended and Restated Fifth Supplemental Annual Benefit Determination (the "Determination"), which is effective as of February 7, 2006, is to provide security for the payment of the Supplemental Pensions of certain designated Participants under the VF Corporation Amended and Restated Supplemental Executive Retirement Plan and the Determinations thereunder (collectively, the "SERP").
ARTICLE II. DEFINITIONS
As used herein, words and phrases shall have such meanings as are set forth in the SERP, the VF Corporation Pension Plan ("Pension Plan"), the VF Executive Deferred Savings Plan ("Executive Deferred Savings Plan") and those agreements between VF Corporation ("Corporation") and certain Executives of the Corporation providing for severance benefits upon employment termination in connection with a "change in control" of the Corporation (the "Change in Control Agreements"). "Committee" shall mean the Compensation Committee of the Board of Directors of the Corporation.
ARTICLE III. SECURING PAYMENT OF THE SUPPLEMENTAL PENSION
The Corporation shall, immediately upon and at all times following the occurrence of a change in control of the Corporation (as defined in Paragraph 2 of the Participant's Change in Control Agreement and/or Section I-4 of the Executive Deferred Savings Plan), either provide security for or fund the payment of the Supplemental Pensions described in the First, Second, Third and Seventh Supplemental Annual Benefit Determinations. The Corporation shall be obligated to fund or secure such Supplemental Pension Benefits in all events and, if possible, the security or funding shall be made in a form that will not cause such amounts to be includable in the Participant's gross income for federal income tax purposes until the taxable year or years in which such amounts are paid to the Participant under the terms of the SERP (e.g., a standby letter of credit, funded irrevocable trust, etc.). The Corporation may cease to provide the security or funding required hereunder with respect to a Participant upon the occurrence of either of the following: (1) the Participant shall have been paid his Supplemental Pension in full or (2) the Board of Directors of the Corporation shall have adopted a resolution declaring the change in control ineffective as provided in Paragraph 2 of the Participant's Change in Control Agreement and/or Section I-4 of the Executive Deferred Savings Plan.
ARTICLE IV. ELECTION TO RECEIVE SUPPLEMENTAL PENSION BENEFIT IN A LUMP SUM AFTER A CHANGE IN CONTROL
(a) Benefits Not Subject to Code Section 409A. This Article IV(a) shall apply solely to the portion of a Participant's Supplemental Pension which is not subject to the requirements of Section 409A of the Code. Following the occurrence of a change in control of
the Corporation, each Participant who is eligible to receive a Supplemental Pension under the First, Second, Third or Seventh Supplemental Annual Benefit Determination (or such Participant's Beneficiary(ies), if applicable) shall be entitled to elect to receive the actuarial present value of such Participant's Supplemental Pension in a lump sum payment payable 5 days from the date such written election is mailed to the Corporation's secretary.
(b) Benefits Subject to Code Section 409A. This Article IV(b) shall
apply solely to the portion of a Participant's Supplemental Pension which is
subject to the requirements of Section 409A of the Code. Following the
occurrence of a Change of Control (as defined in Section 2.04 of the SERP), each
Participant who is eligible to receive a Supplemental Pension under the First,
Second, Third or Seventh Supplemental Annual Benefit Determination (or such
Participant's Beneficiary(ies), if applicable) shall receive the actuarial
present value of such Participant's Supplemental Pension in a lump sum cash
payment payable 5 days after the date the Participant becomes eligible to
receive the Supplemental Pension pursuant to the terms of the First, Second,
Third or Seventh Determination (as applicable); provided, however, that in the
case of a Participant who is a "specified employee" within the meaning of
Section 409A(a)(2)(B)(i) of the Code, payment of such Participant's Supplemental
Pension shall not be made until the date which is six months after the date of
the Participant's separation from service (or, if earlier, the date of death of
the Participant).
(c) Present Value Calculation. The following assumptions shall be used in calculating any such lump sum payment:
(i) under Article IV(a), an interest rate of 6%, and a life expectancy equal to the difference between (1) 85 and (2) the Participant's whole number age at the time of Participant's termination of employment; and
(ii) under Article IV(b), an interest rate equal to the yield for the Moody's Aa corporate bond index as of the last business day preceding the beginning of the calendar quarter in which the lump sum payment is to be made (or would be made except for the Participant's "specified employee" status), and the mortality assumption set forth in the Pension Plan for purposes of calculating lump sum payments.
ARTICLE V. PARTICIPANTS
The Committee designates as a Participant for purposes of this Determination any Executive who is a Participant under the First, Second, Third or Seventh Supplemental Annual Benefit Determination.
ARTICLE VI. ADOPTION
This Determination was originally approved and adopted by the Board of Directors of the Corporation on February 13, 1990, and amended by the Corporation on August 17, 1993, effective as of February 1, 1992, as authorized by the Board of Directors on December 3, 1991. This Determination was amended and restated by the Board of Directors on and effective as of February 7, 2006, in order (i) to preserve the favorable tax treatment available to benefits earned and vested under the Determination on or before December 31, 2004 in view of the enactment of Section 409A of the Code and the issuance of regulations thereunder by the Department of the
Treasury, and (ii) with respect to all other benefits earned under the Determination, to comply with the requirements of Section 409A and the regulations thereunder. The Board of Directors reserves the right to amend the Determination, either retroactively or prospectively, in whatever respect is required to achieve and maintain compliance with the requirements of Section 409A of the Code and the regulations thereunder.
Exhibit 10.5
AMENDED AND RESTATED
SEVENTH SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION
PURSUANT TO THE VF CORPORATION AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I. PURPOSE
The purpose of this Amended and Restated Seventh Supplemental Annual Benefit Determination (the "Determination"), which is effective as of February 7, 2006, is to provide to designated Participants a Supplemental Pension under the VF Corporation Amended and Restated Supplemental Executive Retirement Plan (the "SERP").
ARTICLE II. DEFINITIONS
As used herein, words and phrases shall have such meanings as are set forth in the SERP, the VF Corporation Pension Plan ("Pension Plan"), and the VF Executive Deferred Savings Plan (the "Executive Deferred Savings Plan"). "Committee" shall mean the Compensation Committee of the Board of Directors of VF Corporation.
ARTICLE III. ELIGIBILITY FOR BENEFITS
The Supplemental Pension shall be payable to the Participant if his employment ceases by reason of: 1) retirement on his Normal Retirement Date, 2) termination of employment or 3) death while an Employee.
ARTICLE IV. SUPPLEMENTAL PENSION BENEFITS
4.01 NORMAL RETIREMENT: The Participants in this Determination shall receive the following Supplemental Pension payable at Normal or Late Retirement:
(a) The Normal Retirement Benefit otherwise payable to the Participant under the Pension Plan computed without reduction for any compensation deferred by the Participant under the Executive Deferred Savings Plan, but without regard to the amount set forth in Appendix IV to the Pension Plan for such Participant.
(b) The Supplemental Pension set forth in Section 4.01(a) shall be reduced by any benefits payable to the Participant under the Pension Plan.
4.02 TERMINATION OF EMPLOYMENT: The Supplemental Pension payable by reason of the Participant's termination of employment shall be equal to the benefit provided by Section 4.01 above multiplied by a fraction. The numerator of this fraction shall be the number of full and part years of the Participant's employment with the Corporation. The denominator of this fraction shall be the number of full and part years of the Participant's employment as if the Participant had been employed until Normal Retirement Date.
4.03 DEATH WHILE AN EMPLOYEE: The Supplemental Pension payable upon the death of the Participant while an Employee shall be as provided by Section 4.02.
4.04 FORM OF SUPPLEMENTAL PENSION:
(a) Benefits Not Subject to Code Section 409A. This Section 4.04(a) shall apply solely to the portion of a Participant's Supplemental Pension which is not subject to the requirements of Section 409A of the Code. The form of benefits payable to the Participant shall be the form which has been elected under the Pension Plan unless the Participant or Beneficiary has elected a different form under this Determination. Except as otherwise provided in this Section 4.04(a), payment of Supplemental Pension benefits hereunder shall commence at the same time as the Participant's or Beneficiary's benefits commence under the Pension Plan, and shall be subject to the same reductions for commencement of payments prior to Normal Retirement Date as apply to the recipient's benefits under the Pension Plan. Notwithstanding the foregoing, a Participant may elect to receive in a lump sum the actuarial present value of his or her Supplemental Pension under this Determination, and if a Participant dies while employed, his or her Beneficiary may elect to receive in a lump sum the actuarial present value of the Participant's Supplemental Pension under this Determination.
(b) Benefits Subject to Code Section 409A. This Section 4.04(b) shall apply solely to the portion of a Participant's Supplemental Pension which is subject to the requirements of Section 409A of the Code. The Supplemental Pension shall be paid to the Participant in a lump sum in cash. The lump sum payment shall be made to the Participant within 75 days following the Participant's Normal or Late Retirement under Section 4.01 or termination of employment under Section 4.02, as applicable; provided, however, that in the case of a Participant who is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code, payment of such Participant's Supplemental Pension shall not be made until the date which is six months after the date of the Participant's separation from service (or, if earlier, the date of death of the Participant). If a Participant dies while employed, his or her Beneficiary shall, within 75 days following the Participant's death, receive in a lump sum the actuarial present value of the Participant's Supplemental Pension under this Determination.
(c) Present Value Calculation. In the case of an unmarried Participant who dies while employed after the Board of Directors' adoption of certain design modifications to the Pension Plan and the SERP on December 9, 2003, the present value of his or her Supplemental Pension under this Determination shall be determined as if such design modifications had not been adopted. The lump sum actuarial present value calculations shall be based on (i) an interest rate assumption equal to, under Section 4.04(a), the expected rate of return on assets for financial accounting purposes under the Pension Plan for the year in which the lump sum payment is to be made and, under Section 4.04(b), the yield for the Moody's Aa corporate
bond index as of the last business day preceding the beginning of the calendar quarter in which the lump sum payment is to be made (or would be made except for the Participant's "specified employee" status), and (ii) the mortality assumption set forth in the Pension Plan for purposes of calculating lump sum payments.
ARTICLE V. PARTICIPANTS
The Committee designates as Participants for purposes of this Determination any Employees who participated at any time in the Executive Deferred Savings Plan, provided, however, that any Employees who have been designated in any other SERP Determination shall be excluded from this Determination to the extent that such other Determination provides for the Supplemental Pension set forth above.
ARTICLE VI. VESTING
The Participant shall become vested in the Supplemental Pension payable pursuant to this Determination upon satisfaction of the vesting period provided in the SERP. Nothing in this Determination shall preclude the Board of Directors from discontinuing eligibility to participate in the SERP and this Determination at any time before the Participant shall become vested hereunder.
ARTICLE VII. ADOPTION
This Determination was originally approved and adopted by the Corporation on August 17, 1993, effective as of February 1, 1992, as authorized by the Board of Directors on December 3, 1991. This Determination was amended and restated by the Board of Directors on and effective as of February 7, 2006, in order (i) to preserve the favorable tax treatment available to benefits earned and vested under the Determination on or before December 31, 2004 in view of the enactment of Section 409A of the Code and the issuance of regulations thereunder by the Department of the Treasury, and (ii) with respect to all other benefits earned under the Determination, to comply with the requirements of Section 409A and the regulations thereunder. The Board of Directors reserves the right to amend the Determination, either retroactively or prospectively, in whatever respect is required to achieve and maintain compliance with the requirements of Section 409A of the Code and the regulations thereunder.
Exhibit 10.6
AMENDED AND RESTATED
EIGHTH SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION
PURSUANT TO THE VF CORPORATION AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I. PURPOSE
The purpose of this Amended and Restated Eighth Supplemental Annual Benefit Determination (the "Determination"), which is effective as of February 7, 2006, is to provide to designated Participants a Supplemental Pension under the VF Corporation Amended and Restated Supplemental Executive Retirement Plan (the "SERP").
ARTICLE II. DEFINITIONS
As used herein, words and phrases shall have such meanings as are set forth in the SERP and the VF Corporation Pension Plan ("Pension Plan"). "Committee" shall mean the Compensation Committee of the Board of Directors of VF Corporation, or any successor committee thereto.
ARTICLE III. ELIGIBILITY FOR BENEFITS
The Supplemental Pension shall be payable to the Participant if his employment ceases by reason of: 1) retirement on his Normal Retirement Date, 2) termination of employment or 3) death while an Employee.
ARTICLE IV. SUPPLEMENTAL PENSION BENEFITS
4.01 Normal Retirement: The Participants in this Determination shall receive the following Supplemental Pension payable at Normal or Late Retirement:
(a) The Normal Retirement Benefit otherwise payable to the Participant under the Pension Plan computed without application of the annual compensation limitation imposed under Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor section thereto, which limits the amount of a Participant's annual compensation used in determining his benefits under the Pension Plan, but without regard to the amount set forth in Appendix IV to the Pension Plan for such Participant.
(b) The Supplemental Pension set forth in Section 4.01(a) shall be reduced by any benefits payable to the Participant under the Pension Plan.
4.02 Termination of Employment: The Supplemental Pension payable by reason of the Participant's termination of employment shall be equal to the benefit provided by Section 4.01 above multiplied by a fraction. The numerator of this fraction shall be the number of full and part years of the Participant's employment with the Corporation. The denominator of this fraction shall be the number of full and part years of the Participant's employment as if the Participant had been employed until Normal Retirement Date.
4.03 Death while an Employee: The Supplemental Pension payable upon the death of the Participant while an Employee shall be as provided by Section 4.02.
4.04 Form of Supplemental Pension:
(a) Benefits Not Subject to Code Section 409A. This Section 4.04(a) shall apply solely to the portion of a Participant's Supplemental Pension which is not subject to the requirements of Section 409A of the Code. The form of benefits payable to the Participant shall be the form which has been elected under the Pension Plan unless the Participant or Beneficiary has elected a different form under this Determination. Except as otherwise provided in this Section 4.04(a), payment of Supplemental Pension benefits hereunder shall commence at the same time as the Participant's or Beneficiary's benefits commence under the Pension Plan, and shall be subject to the same reductions for commencement of payments prior to Normal Retirement Date as apply to the recipient's benefits under the Pension Plan. Notwithstanding the foregoing, a Participant may elect to receive in a lump sum the actuarial present value of his or her Supplemental Pension under this Determination, and if a Participant dies while employed, his or her Beneficiary may elect to receive in a lump sum the actuarial present value of the Participant's Supplemental Pension under this Determination.
(b) Benefits Subject to Code Section 409A. This Section 4.04(b) shall
apply solely to the portion of a Participant's Supplemental Pension
which is subject to the requirements of Section 409A of the Code. The
Supplemental Pension shall be paid to the Participant in a lump sum in
cash. The lump sum payment shall be made to the Participant within 75
days following the Participant's Normal or Late Retirement under
Section 4.01 or termination of employment under Section 4.02, as
applicable; provided, however, that in the case of a Participant who
is a "specified employee" within the meaning of Section
409A(a)(2)(B)(i) of the Code, payment of such Participant's
Supplemental Pension shall not be made until the date which is six
months after the date of the Participant's separation from service
(or, if earlier, the date of death of the Participant). If a
Participant dies while employed, his or her Beneficiary shall, within
75 days following the Participant's death, receive in a lump sum the
actuarial present value of the Participant's Supplemental Pension
under this Determination.
(c) Present Value Calculation. In the case of an unmarried Participant who dies while employed after the Board of Directors' adoption of certain design modifications to the Pension Plan and the SERP on December 9, 2003, the present value of his or her Supplemental Pension under this Determination shall be determined as if such design modifications had not been adopted. The lump sum actuarial present value calculations shall be based on (i) an interest rate assumption equal to, under Section 4.04(a), the expected rate of return on assets for financial accounting purposes under the Pension Plan for the year in which the lump sum payment is to be made and, under Section 4.04(b), the yield for the Moody's Aa corporate bond index as of the last business day preceding the beginning of the calendar quarter in which the lump sum payment is to be made
(or would be made except for the Participant's "specified employee" status), and (ii) the mortality assumption set forth in the Pension Plan for purposes of calculating lump sum payments.
ARTICLE V. PARTICIPANTS
The Committee designates as Participants, for purposes of this Determination, any Employee who loses retirement benefits under the Pension Plan because of the Code Section 401(a)(17) limitation on the amount of annual compensation permitted to be used in calculating Pension Plan benefits; provided, however, that any Employee otherwise designated hereunder shall be excluded from participating in this Determination to the extent that he participates in another SERP Determination that provides for the same Supplemental Pension set forth herein.
ARTICLE VI. VESTING
The Participant shall become vested in the Supplemental Pension payable pursuant to this Determination upon satisfaction of the vesting period provided in the SERP. Nothing in this Determination shall preclude the Board of Directors from discontinuing eligibility to participate in the SERP and this Determination at any time before the Participant shall become vested hereunder.
ARTICLE VII. ADOPTION
This Determination was originally approved and adopted by the Corporation on
August 17, 1993, effective as of January 1, 1989, as authorized by the Board of
Directors on May 16, 1989, and amended and restated by the Board of Directors on
October 17, 2001, effective on such date. This Determination was amended and
restated again by the Board of Directors on and effective as of February 7,
2006, in order (i) to preserve the favorable tax treatment available to benefits
earned and vested under the Determination on or before December 31, 2004 in view
of the enactment of Section 409A of the Code and the issuance of regulations
thereunder by the Department of the Treasury, and (ii) with respect to all other
benefits earned under the Determination, to comply with the requirements of
Section 409A and the regulations thereunder. The Board of Directors reserves the
right to amend the Determination, either retroactively or prospectively, in
whatever respect is required to achieve and maintain compliance with the
requirements of Section 409A of the Code and the regulations thereunder.
Exhibit 10.7
AMENDED AND RESTATED
NINTH SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION
PURSUANT TO THE VF CORPORATION AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I. PURPOSE.
The purpose of this Amended and Restated Ninth Supplemental Annual Benefit Determination (the "Determination"), which is effective as of February 7, 2006, is to provide to designated Participants a Supplemental Pension under the VF Corporation Amended and Restated Supplemental Executive Retirement Plan (the "SERP").
ARTICLE II. DEFINITIONS.
As used herein, words and phrases shall have such meanings as are set forth in the SERP and the VF Corporation Pension Plan ("Pension Plan"). "Committee" shall mean the Compensation Committee of the Board of Directors of VF Corporation, or any successor committee thereto.
ARTICLE III. ELIGIBILITY FOR BENEFITS.
The Supplemental Pension shall be payable to the Participant if his or her employment ceases by reason of: 1) retirement on his or her Normal Retirement Date, 2) termination of employment or 3) death while an Employee.
ARTICLE IV. SUPPLEMENTAL PENSION BENEFITS.
4.01 NORMAL RETIREMENT: The Participants in this Determination shall receive the following Supplemental Pension payable at Normal or Late Retirement:
(a) The Normal Retirement Benefit otherwise payable to the Participant under the Pension Plan computed without reduction for any maximum contribution, benefit or compensation limitations imposed by ERISA or the Code on the Corporation and including in the Normal Retirement Benefit calculation any compensation deferred by Participant, but without regard to the amount set forth in Appendix IV to the Pension Plan for such Participant. The Participant's "Average Annual Compensation" for Supplemental Pension calculation purposes shall mean the average of the highest three years of the full amount of the Participant's salary and bonus compensation for the ten-year period preceding his or her Retirement Date.
(b) The Supplemental Pension set forth in Section 4.01(a) shall be reduced by any benefits payable to the Participant under the Pension Plan.
4.02 TERMINATION OF EMPLOYMENT: The Supplemental Pension payable by reason of the Participant's termination of employment shall be equal to the benefit provided by Section 4.01 above.
4.03 DEATH WHILE AN EMPLOYEE: The Supplemental Pension payable upon the death of the Participant while an Employee shall be as provided by Section 4.02.
4.04 FORM OF SUPPLEMENTAL PENSION:
(a) Benefits Not Subject to Code Section 409A. This Section 4.04(a)
shall apply solely to the portion of a Participant's Supplemental Pension which
is not subject to the requirements of Section 409A of the Code. The form of
benefits payable to the Participant shall be the form which has been elected
under the Pension Plan unless the Participant or Beneficiary has elected a
different form under this Determination. Except as otherwise provided in this
Section 4.04(a), payment of Supplemental Pension benefits hereunder shall
commence at the same time as the Participant's or Beneficiary's benefits
commence under the Pension Plan, and shall be subject to the same reductions for
commencement of payments prior to Normal Retirement Date as apply to the
recipient's benefits under the Pension Plan. Notwithstanding the foregoing, a
Participant may elect to receive in a lump sum the actuarial present value of
his or her Supplemental Pension under this Determination, and if a Participant
dies while employed, his or her Beneficiary may elect to receive in a lump sum
the actuarial present value of the Participant's Supplemental Pension under this
Determination.
(b) Benefits Subject to Code Section 409A. This Section 4.04(b) shall
apply solely to the portion of a Participant's Supplemental Pension which is
subject to the requirements of Section 409A of the Code. The Supplemental
Pension shall be paid to the Participant in a lump sum in cash. The lump sum
payment shall be made to the Participant within 75 days following the
Participant's Normal or Late Retirement under Section 4.01 or termination of
employment under Section 4.02, as applicable; provided, however, that in the
case of a Participant who is a "specified employee" within the meaning of
Section 409A(a)(2)(B)(i) of the Code, payment of such Participant's Supplemental
Pension shall not be made until the date which is six months after the date of
the Participant's separation from service (or, if earlier, the date of death of
the Participant). If a Participant dies while employed, his or her Beneficiary
shall, within 75 days following the Participant's death, receive in a lump sum
the actuarial present value of the Participant's Supplemental Pension under this
Determination.
(c) Present Value Calculation. In the case of an unmarried Participant who dies while employed after the Board of Directors' adoption of certain design modifications to the Pension Plan and the SERP on December 9, 2003, the present value of his or her Supplemental Pension under this Determination shall be determined as if such design modifications had not been adopted. The lump sum actuarial present value calculations shall be based on (i) an interest rate assumption equal to, under Section 4.04(a), the expected rate of return on assets for financial accounting purposes under the Pension Plan for the year in which the lump sum payment is to be made and, under Section 4.04(b), the yield for the Moody's Aa corporate bond index as of the last business day preceding the beginning of the calendar quarter in which the lump sum payment is to be made (or would be made except for the Participant's "specified employee" status), and (ii) the mortality assumption set forth in the Pension Plan for purposes of calculating lump sum payments.
ARTICLE V. PARTICIPANTS.
The Committee designates as Participants for purposes of this Determination any Employee who is classified as salary grade 25 or above for compensation purposes as of the date he or she becomes eligible for benefits under this Determination in accordance with Article III hereof; provided, however, that any Employee who has been designated in any other SERP Determination shall be excluded from this Determination to the extent that such other Determination provides for the Supplemental Pension set forth above.
ARTICLE VI. VESTING.
The Participant shall become vested in the Supplemental Pension payable pursuant to this Determination upon satisfaction of the vesting period provided in the SERP. Nothing in this Determination shall preclude the Board of Directors from discontinuing eligibility to participate in the SERP and this Determination at any time before the Participant shall become vested hereunder.
ARTICLE VII. ADOPTION.
This Determination was originally approved and adopted by the Board of Directors of the Corporation on October 20, 1999, to be effective for Participants whose last day worked for purposes of the Pension Plan is on or after December 31, 1999, and amended and restated by the Board of Directors on October 17, 2001, effective as if included in the Determination as originally adopted. This Determination was amended and restated again by the Board of Directors on and effective as of February 7, 2006, in order (i) to preserve the favorable tax treatment available to benefits earned and vested under the Determination on or before December 31, 2004 in view of the enactment of Section 409A of the Code and the issuance of regulations thereunder by the Department of the Treasury, and (ii) with respect to all other benefits earned under the Determination, to comply with the requirements of Section 409A and the regulations thereunder. The Board of Directors reserves the right to amend the Determination, either retroactively or prospectively, in whatever respect is required to achieve and maintain compliance with the requirements of Section 409A of the Code and the regulations thereunder.
Exhibit 10.8
AMENDED AND RESTATED
TENTH SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION
PURSUANT TO THE VF CORPORATION AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I. PURPOSE.
The purpose of this Amended and Restated Tenth Supplemental Annual Benefit Determination (the "Determination"), which is effective as of February 7, 2006, is to provide to designated Participants a Supplemental Pension under the VF Corporation Amended and Restated Supplemental Executive Retirement Plan (the "SERP").
ARTICLE II. DEFINITIONS.
As used herein, words and phrases shall have such meanings as are set forth in the SERP, the VF Corporation Pension Plan ("Pension Plan"), and the VF Mid-Term Incentive Plan and VF 2004 Mid-Term Incentive Plan (collectively, the "Mid-Term Incentive Plan"), which are implemented under the VF 1996 Stock Compensation Plan. "Committee" shall mean the Compensation Committee of the Board of Directors of VF Corporation, or any successor committee thereto.
ARTICLE III. ELIGIBILITY FOR BENEFITS.
The Supplemental Pension shall be payable to the Participant if his or her employment ceases by reason of: 1) retirement on his or her Normal Retirement Date, 2) termination of employment or 3) death while an Employee.
ARTICLE IV. SUPPLEMENTAL PENSION BENEFITS.
4.01 Normal Retirement: The Participants in this Determination shall receive the following Supplemental Pension payable at Normal or Late Retirement:
(a) The Normal Retirement Benefit otherwise payable to the Participant under the Pension Plan computed without reduction for any maximum contribution, benefit or compensation limitations imposed by ERISA or the Code on the Corporation and including in the Normal Retirement Benefit calculation any compensation deferred by Participant, but without regard to the amount set forth in Appendix IV to the Pension Plan for the Participant, and by including as Compensation for purposes of the Pension Plan: (i) for each Performance Cycle under the Mid-Term Incentive Plan through the Performance Cycle commencing with the Corporation's 2003 fiscal year, the fair market value of 100% of the Stock Units earned by the Participant as PeRS for such Performance Cycle; and (ii) for each Performance Cycle under the Mid-Term Incentive Plan commencing with or after the Corporation's 2004 fiscal year, the fair market value of the number of Stock Units earned by the Participant as PRSUs for such Performance Cycle determined by multiplying the total number of
Stock Units earned by the Participant as PRSUs for the Performance Cycle by the percentage of the Participant's Target PRSUs for that Performance Cycle designated by the VF Pension Plan Committee as potentially includible under this Determination as Compensation for purposes of the Pension Plan formula. The fair market value of such Stock Units shall be determined as of the last day of the Performance Cycle for which such Stock Units are earned; provided, however, that in the event of the Participant's Termination of Employment prior to the Earning Date for a Performance Cycle, the fair market value of such Stock Units shall be determined (x) as of the last day of the Corporation's fiscal year which includes the Proration Date for situations governed by Section 8(a)(i), (ii) or (iii) of the Mid-Term Incentive Plan (Disability or Retirement, death, or involuntary separation by the Corporation not for Cause prior to a Change in Control), or (y) as of the Participant's Termination of Employment for situations governed by Section 8(a)(iv) of the Mid-Term Incentive Plan (at or after a Change in Control, involuntary separation by the Corporation not for Cause or Termination by the Participant for Good Reason). The amount includible as Compensation for purposes of the Pension Plan formula with respect to the Participant's participation in the Mid-Term Incentive Plan shall be considered Compensation for the respective Plan Year in which the respective Performance Cycle for which the Stock Units are earned ends (or in the event of the Participant's Termination of Employment prior to the Earning Date for a Performance Cycle, for the Plan Year in which occurs the Participant's Termination of Employment).
(b) The Supplemental Pension set forth in Section 4.01(a) shall be reduced by any benefits payable to the Participant under the Pension Plan.
4.02 Termination of Employment: The Supplemental Pension payable by reason of the Participant's termination of employment shall be equal to the benefit provided by Section 4.01 above multiplied by a fraction (not greater than 1.0). The numerator of this fraction shall be the number of full and part years of the Participant's employment with the Corporation (counting as years of employment for purposes of the numerator the Years of Credit with which the Participant is credited under the Second Amended Supplemental Annual Benefit Determination or any other Supplemental Annual Benefit Determination under the SERP). The denominator of this fraction shall be the number of full and part years of the Participant's employment as if the Participant had been employed until Normal Retirement Date.
4.03 Death While an Employee: The Supplemental Pension payable upon the death of the Participant while an Employee shall be as provided by Section 4.02.
4.04 Form of Supplemental Pension:
(a) Benefits Not Subject to Code Section 409A. This Section 4.04(a) shall apply solely to the portion of a Participant's Supplemental Pension which is not subject to the requirements of Section 409A of the Code. The form of benefits payable to the Participant shall be the form which has been elected under the Pension Plan unless the Participant or Beneficiary has elected a different form under this Determination. Except as otherwise provided in this Section 4.04(a), payment of Supplemental Pension benefits hereunder shall commence at the same time as the Participant's or Beneficiary's benefits commence under the Pension Plan, and shall be subject to the same reductions for commencement of payments prior to Normal Retirement Date as apply to the recipient's benefits under the Pension Plan. Notwithstanding the foregoing, a Participant may elect to receive in a lump sum the actuarial present value of his or her Supplemental Pension under this Determination, and if a Participant dies while employed, his or her Beneficiary may elect to receive in a lump sum the actuarial present value of the Participant's Supplemental Pension under this Determination.
(b) Benefits Subject to Code Section 409A. This Section 4.04(b) shall
apply solely to the portion of a Participant's Supplemental Pension
which is subject to the requirements of Section 409A of the Code. The
Supplemental Pension shall be paid to the Participant in a lump sum in
cash. The lump sum payment shall be made to the Participant within 75
days following the Participant's Normal or Late Retirement under
Section 4.01 or termination of employment under Section 4.02, as
applicable; provided, however, that in the case of a Participant who
is a "specified employee" within the meaning of Section
409A(a)(2)(B)(i) of the Code, payment of such Participant's
Supplemental Pension shall not be made until the date which is six
months after the date of the Participant's separation from service
(or, if earlier, the date of death of the Participant). If a
Participant dies while employed, his or her Beneficiary shall, within
75 days following the Participant's death, receive in a lump sum the
actuarial present value of the Participant's Supplemental Pension
under this Determination.
(c) Present Value Calculation. In the case of an unmarried Participant who dies while employed after the Board of Directors' adoption of certain design modifications to the Pension Plan and the SERP on December 9, 2003, the present value of his or her Supplemental Pension under this Determination shall be determined as if such design modifications had not been adopted.
The lump sum actuarial present value calculations shall be based on
(i) an interest rate assumption equal to, under Section 4.04(a), the
expected rate of return on assets for financial accounting purposes
under the Pension Plan for the year in which the lump sum payment is
to be made and, under Section 4.04(b), the yield for the Moody's Aa
corporate bond index as of the last business day preceding the
beginning of the calendar quarter in which the lump sum payment is to
be made (or would be made except for the Participant's "specified
employee" status), and (ii) the mortality assumption set forth in the
Pension Plan for purposes of calculating lump sum payments.
ARTICLE V. PARTICIPANTS.
The Committee designates as Participants for purposes of this Determination any Employees who at any time earned Stock Units as PeRS or PRSUs under the Mid-Term Incentive Plan, provided, however, that any Employees who have been designated in any other SERP Determination shall be excluded from this Determination to the extent that such other Determination provides for the Supplemental Pension set forth above.
ARTICLE VI. VESTING.
The Participant shall become vested in the Supplemental Pension payable pursuant to this Determination upon satisfaction of the vesting period provided in the SERP. Nothing in this Determination shall preclude the Board of Directors from discontinuing eligibility to participate in the SERP and this Determination at any time before the Participant shall become vested hereunder.
ARTICLE VII. ADOPTION.
This Determination was originally approved and adopted by the Board of Directors
of the Corporation on October 17, 2001, effective as of the January 1, 1999
effective date of the Mid-Term Incentive Plan. This Determination was amended
and restated by the Board of Directors on and effective as of February 7, 2006,
in order (i) to preserve the favorable tax treatment available to benefits
earned and vested under the Determination on or before December 31, 2004 in view
of the enactment of Section 409A of the Code and the issuance of regulations
thereunder by the Department of the Treasury, and (ii) with respect to all other
benefits earned under the Determination, to comply with the requirements of
Section 409A and the regulations thereunder. The Board of Directors reserves the
right to amend the Determination, either retroactively or prospectively, in
whatever respect is required to achieve and maintain compliance with the
requirements of Section 409A of the Code and the regulations thereunder.
Exhibit 10.9
AMENDED AND RESTATED
ELEVENTH SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION
PURSUANT TO THE VF CORPORATION AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I. PURPOSE
The purpose of this Amended and Restated Eleventh Supplemental Annual Benefit Determination (the "Determination"), which is effective as of February 7, 2006, is to provide to designated Participants a Supplemental Pension under the VF Corporation Amended and Restated Supplemental Executive Retirement Plan (the "SERP").
ARTICLE II. DEFINITIONS
As used herein, words and phrases shall have such meanings as are set forth in the SERP and the VF Corporation Pension Plan ("Pension Plan"). "Committee" shall mean the Compensation Committee of the Board of Directors of VF Corporation, or any successor committee thereto.
ARTICLE III. ELIGIBILITY FOR BENEFITS
The Supplemental Pension shall be payable to the Participant if his or her employment ceases by reason of: 1) retirement on his or her Normal Retirement Date, 2) termination of employment or 3) death while an Employee.
ARTICLE IV. SUPPLEMENTAL PENSION BENEFITS
4.01 Normal Retirement: The Participants in this Determination shall receive the following Supplemental Pension payable at Normal or Late Retirement:
(a) The Normal Retirement Benefit otherwise payable to the Participant under the Pension Plan computed without application of the maximum benefit limitation imposed under Section 415(b) of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor section thereto, which limits the annual benefit payable with respect to the Participant from a defined benefit plan such as the Pension Plan, but without regard to the amount set forth in Appendix IV to the Pension Plan for such Participant.
(b) The Supplemental Pension set forth in Section 4.01(a) shall be reduced by any benefits payable to the Participant under the Pension Plan.
4.02 Termination of Employment: The Supplemental Pension payable by reason of the Participant's termination of employment shall be equal to the benefit provided by Section 4.01 above multiplied by a fraction. The numerator of this fraction shall be the number of full and part years of the Participant's employment with the Corporation. The denominator of this fraction shall be the number of full and part years of the Participant's employment as if the Participant had been employed until Normal Retirement Date.
4.03 Death while an Employee: The Supplemental Pension payable upon the death of the Participant while an Employee shall be as provided by Section 4.02.
4.04 Form of Supplemental Pension:
(a) Benefits Not Subject to Code Section 409A. This Section 4.04(a) shall apply solely to the portion of a Participant's Supplemental Pension which is not subject to the requirements of Section 409A of the Code. The form of benefits payable to the Participant shall be the form which has been elected under the Pension Plan unless the Participant or Beneficiary has elected a different form under this Determination. Except as otherwise provided in this Section 4.04(a), payment of Supplemental Pension benefits hereunder shall commence at the same time as the Participant's or Beneficiary's benefits commence under the Pension Plan, and shall be subject to the same reductions for commencement of payments prior to Normal Retirement Date as apply to the recipient's benefits under the Pension Plan. Notwithstanding the foregoing, a Participant may elect to receive in a lump sum the actuarial present value of his or her Supplemental Pension under this Determination, and if a Participant dies while employed, his or her Beneficiary may elect to receive in a lump sum the actuarial present value of the Participant's Supplemental Pension under this Determination.
(b) Benefits Subject to Code Section 409A. This Section 4.04(b) shall
apply solely to the portion of a Participant's Supplemental Pension
which is subject to the requirements of Section 409A of the Code. The
Supplemental Pension shall be paid to the Participant in a lump sum in
cash. The lump sum payment shall be made to the Participant within 75
days following the Participant's Normal or Late Retirement under
Section 4.01 or termination of employment under Section 4.02, as
applicable; provided, however, that in the case of a Participant who
is a "specified employee" within the meaning of Section
409A(a)(2)(B)(i) of the Code, payment of such Participant's
Supplemental Pension shall not be made until the date which is six
months after the date of the Participant's separation from service
(or, if earlier, the date of death of the Participant). If a
Participant dies while employed, his or her Beneficiary shall, within
75 days following the Participant's death, receive in a lump sum the
actuarial present value of the Participant's Supplemental Pension
under this Determination.
(c) Present Value Calculation. In the case of an unmarried Participant who
dies while employed after the Board of Directors' adoption of certain
design modifications to the Pension Plan and the SERP on December 9,
2003, the present value of his or her Supplemental Pension under this
Determination shall be determined as if such design modifications had
not been adopted. The lump sum actuarial present value calculations
shall be based on (i) an interest rate assumption equal to, under
Section 4.04(a), the expected rate of return on assets for financial
accounting purposes under the Pension Plan for the year in which the
lump sum payment is to be made and, under Section 4.04(b), the yield
for the Moody's Aa corporate bond index as of the last business day
preceding the beginning of the calendar quarter in which the lump sum
payment is to be made (or would be made except for the
Participant's "specified employee" status), and (ii) the mortality assumption set forth in the Pension Plan for purposes of calculating lump sum payments.
ARTICLE V. PARTICIPANTS
The Board of Directors and the Committee designate as Participants, for purposes of this Determination, any Employee who loses retirement benefits under the Pension Plan because of the Code Section 415(b) maximum benefit limitation on the annual benefit payable from a defined benefit plan such as the Pension Plan; provided, however, that any Employees who have been designated in any other SERP Determination shall be excluded from this Determination to the extent that such other Determination provides for the Supplemental Pension set forth above.
ARTICLE VI. VESTING
The Participant shall become vested in the Supplemental Pension payable pursuant to this Determination upon satisfaction of the vesting period provided in the SERP. Nothing in this Determination shall preclude the Board of Directors from discontinuing eligibility to participate in the SERP and this Determination at any time before the Participant shall become vested hereunder.
ARTICLE VII. ADOPTION
This Determination was originally approved and adopted by the Board of Directors of the Corporation on December 9, 2003, effective for and applicable to Participants whose last day worked for purposes of the Pension Plan is on or after December 9, 2003 (and Participants whose last day worked is before December 9, 2003 but whose severance payments period ends on or after December 9, 2003). This Determination was amended and restated by the Board of Directors on and effective as of February 7, 2006, in order (i) to preserve the favorable tax treatment available to benefits earned and vested under the Determination on or before December 31, 2004 in view of the enactment of Section 409A of the Code and the issuance of regulations thereunder by the Department of the Treasury, and (ii) with respect to all other benefits earned under the Determination, to comply with the requirements of Section 409A and the regulations thereunder. The Board of Directors reserves the right to amend the Determination, either retroactively or prospectively, in whatever respect is required to achieve and maintain compliance with the requirements of Section 409A of the Code and the regulations thereunder.
Exhibit 10.10
VF CORPORATION
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
This Amended and Restated Plan is effective as of February 7, 2006, and amends and restates the Amended and Restated Supplemental Executive Retirement Plan approved and adopted by the Board of Directors of VF Corporation on October 17, 2001.
WITNESSETH
WHEREAS, on October 16, 1984, VF Corporation established the Plan for certain designated Employees, effective as of January 1, 1985; and
WHEREAS, on May 16, 1989, and again on October 17, 2001, VF Corporation amended and restated the Plan; and
WHEREAS, VF Corporation now desires to amend and restate the Plan effective as of February 7, 2006, to bring the Plan into compliance with the requirements of Section 409A of the Code.
NOW, THEREFORE, the Plan is hereby amended and restated to read as follows:
ARTICLE I. PURPOSE
The purpose of this Plan is to provide benefits to Participants:
1. to replace benefits lost under the VF Corporation Pension Plan (the "VF Pension Plan") due to maximum benefit, contribution or compensation restrictions imposed by ERISA or the Code;
2. which would, prior to the design modification and amendment to the "compensation" considered in calculating benefits under the VF Pension Plan adopted on December 9, 2003, otherwise be lost under the VF Pension Plan due to deferral of compensation
under the VF Corporation Deferred Compensation Plan or the VF Executive Deferred Savings Plan;
3. who lost future benefits with former employers as a result of their joining the Company in mid-career; or
4. which would enable the Company to be competitive in recruiting and retaining key executives.
ARTICLE II. DEFINITIONS
As used herein, the following words and phrases shall have the meanings described below. Any word or phrase which is not defined herein shall have the meaning set forth in the VF Pension Plan unless the context requires otherwise.
2.01. Annual Accrued Benefits: The Annual Accrued Benefit of a
Participant shall consist of any combination of subparagraphs (a) and (b) below
as determined by the Committee for each Participant and, absent any such
determination by the Committee, shall be the annual benefit determined in
Section 2.01(a)(1) below:
(a) Annual Benefit Determination. The annual benefit shall be the sum of the following:
(1) the annual benefit that the Participant would have accrued under the VF Pension Plan (but without regard to the amount set forth in Appendix IV to the VF Pension Plan for such Participant) (i) computed without regard to any maximum benefit, contribution or compensation limitations imposed by ERISA or the Code, and (ii) including all compensation which the Participant elected to defer under the VF Corporation Deferred Compensation Plan or the VF Executive Deferred Savings Plan (which were not considered in determining a Participant's annual benefit under the VF Pension Plan prior to the design modifications adopted on December 9, 2003); provided, however, that the amount so determined
shall be reduced by the Participant's (i) annual benefit under the VF Pension Plan, and (ii) benefits received from retirement plan(s) of any former employer(s); and
(2) any supplemental annual benefit recommended by the Chairman of the Board of Directors of VF Corporation and approved by the Committee.
(b) Reductions in the Annual Benefit. In determining the Annual Accrued Benefit, the annual benefit determined under Section 2.01(a) shall be reduced by any one or more of the following amounts designated by the Committee:
(1) the Primary Social Security Benefit Offset;
(2) any vested annual benefit payable to the Participant under any plan provided by a former employer of such Participant; and
(3) such amounts as may be directed by the Committee.
2.02. Beneficiary. The person(s) designated by a Participant to receive any benefits payable under this Plan subsequent to the Participant's death. In the event a Participant has not filed a beneficiary designation with the Company, the Beneficiary shall be the Participant's surviving spouse.
2.03. Board of Directors. The Board of Directors of VF Corporation.
2.04. Change of Control. A Change of Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder.
2.05. Code. The Internal Revenue Code of 1986, as amended, or any successor tax statute thereto.
2.06. Committee. The Compensation Committee of the Board of Directors of VF Corporation, or any successor committee thereto.
2.07. Company. VF Corporation ("VF") and each other "Employer" which participates in the VF Pension Plan.
2.08. Effective Date. January 1, 1985.
2.09. Employee. An individual employed by the Company.
2.10. ERISA. The Employee Retirement Income Security Act of 1974, as amended.
2.11. Participant. An Employee who either satisfies the eligibility requirements set forth in Article III hereof or has a vested benefit hereunder. In the event of the death or incompetency of a Participant, the term shall mean his beneficiary, personal representative or guardian.
2.12. Plan. The Amended and Restated VF Corporation Supplemental Executive Retirement Plan as set forth herein, as amended and restated from time to time and including all determinations by the Committee or the Board of Directors of participation or benefit entitlement pursuant hereto.
2.13. Primary Social Security Benefit Offset. The estimated monthly primary Social Security benefit which will be payable to the Participant at age 65 or at his Retirement Date, whichever is applicable. For a Participant who terminates with vested rights under this Plan prior to age 65, his estimated monthly Primary Social Security Benefit Offset payable at 65 will be determined under the law in effect upon termination of employment.
2.14. Retirement Date. The date on which the Participant actually retires under the VF Pension Plan; provided, however, that, with respect to any Supplemental Pension due
hereunder to which the requirements of Section 409A of the Code apply, disability retirement under the VF Pension Plan shall constitute a Retirement Date under this Plan only if the Participant would be considered "disabled" within the meaning of Section 409A(a)(2)(C) of the Code and the regulations thereunder.
2.15. Supplemental Pension. The Annual Accrued Benefit determined under Section 2.01 of this Plan, subject to the vesting limitation in Section 5.01 hereof.
2.16. VF Pension Plan. The VF Corporation Pension Plan as amended and restated from time to time, or any successor plan thereto.
ARTICLE III. PARTICIPATION
3.01. An Employee shall become a Participant in the Plan if the Employee satisfies the eligibility conditions under one or more determinations by the Committee or the Board of Directors of participation or benefit entitlement pursuant hereto.
3.02. The Committee may revoke the designation of any Employee as a Participant in the Plan at any time before such Participant vests in his or her Annual Accrued Benefits.
ARTICLE IV. NORMAL RETIREMENT BENEFITS
4.01. Subject to Section 4.04, the Company will pay each Participant in the Plan a Supplemental Pension commencing as of the Participant's Retirement Date.
4.02. Subject to Section 4.04, the Supplemental Pension will be paid to the Participant or Beneficiary at the same time and in the same manner as retirement benefits are paid under the VF Pension Plan.
4.03. Subject to Section 4.04, if approved by the Board of Directors, benefits under this Plan may be paid at times and in a manner different from retirement benefits under the VF Pension Plan, as long as such benefits are the actuarial equivalent (determined pursuant to the
assumptions applicable under the VF Pension Plan, unless otherwise specified by the Board of Directors) of the Supplemental Pension to which the Participant or Beneficiary is entitled.
4.04. Notwithstanding the foregoing provisions of this Article IV or
anything to the contrary in this Plan or any determination adopted pursuant
hereto, (a) the portion of any Supplemental Pension (or the entire Supplemental
Pension, if applicable) that is subject to Section 409A of the Code shall be
paid at such time and in such manner as shall not violate the requirements of
Section 409A of the Code, including, without limitation, the restriction in
Section 409A(a)(2)(B)(i) on the timing of distributions following the separation
from service of a Participant who is a "specified employee", and (b) to the
extent permitted by the regulations under Section 409A of the Code, distribution
of a Participant's Supplemental Pension may be made at any time the Plan fails
to meet the requirements of Section 409A and the regulations thereunder, with
such payment not to exceed the amount required to be included in the
Participant's income as a result of the failure.
ARTICLE V. VESTING
5.01. A Participant will become vested in his Annual Accrued Benefit in the same manner as provided for his or her pension benefits under Article IV of the VF Pension Plan (or such successor provision thereto), unless otherwise provided by the Committee at the time the Employee has been designated a Participant in this Plan or thereafter by mutual agreement between the Company and the Participant.
ARTICLE VI. FUNDING
6.01. Benefits payable under this Plan are not expected to be funded in advance by the Company and, unless otherwise provided by the Company, will be paid out of the general assets of the Company. A Participant shall have no preferred claim against the assets of the
Company by virtue of this Plan and shall be a general, unsecured creditor of the Company to the extent of his or her right to receive benefits from the Company pursuant to the terms of this Plan.
ARTICLE VII. MISCELLANEOUS
7.01. Nothing in this Plan (a) shall be deemed to exclude a Participant from any compensation, bonus, pension, insurance, severance pay or other benefit to which he otherwise is or might become entitled as an Employee of the Company, or (b) shall be construed as conferring upon an Employee the right to continue in the employ of the Company as an executive or in any other capacity.
7.02. Amounts payable by the Company hereunder shall not be deemed to be any type of compensation to a Participant for the purposes of computing any benefits to which he may be entitled as an Employee or a retired Employee.
7.03. The sale of all or substantially all of the assets of VF, or the merger, consolidation or reorganization of VF wherein VF is not the surviving corporation, or any other transaction which, in effect, amounts to the sale of VF or voting control thereof, shall not terminate this Plan and the obligations created hereunder shall be binding upon the successors and assigns of VF.
7.04. The rights and obligations created hereunder shall be binding on a Participant and his heirs and legal representatives and on the successors and assigns of the Company.
7.05. This Plan may be amended, modified, suspended or terminated by resolution of the Board of Directors. In the event the Plan is terminated, each Participant as of the effective date of the Plan termination will become 100% vested in his Annual Accrued Benefit. To the extent permitted by the regulations under Section 409A of the Code, within the 30 days preceding or the 12 months following a Change of Control, the Board of Directors may
exercise its discretion to terminate the Plan and, notwithstanding any other provision of the Plan or any determination adopted pursuant to the Plan or of the terms of any election made under any such determination, distribute in full to each Participant the portion of his or her Supplemental Pension (or the entire Supplemental Pension, if applicable) that is subject to Section 409A of the Code. The preceding sentence shall apply also to the portion of the Participant's Supplemental Pension that is not subject to Section 409A of the Code, provided that such action does not constitute a "material modification" (within the meaning of the regulations under Section 409A) of the Plan with respect to such Participant.
7.06. The masculine pronoun whenever used herein shall include the feminine. Whenever any words are used herein in the singular, they shall be construed as though they were also used in the plural, in all cases where they would so apply.
7.07. This Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania.
7.08. The rights of any Participant or Beneficiary under this Plan are personal and may not be assigned, transferred, pledged or encumbered except as otherwise required by applicable law, and any such attempt to transfer such rights shall be void.
7.09. The Board of Directors (or its designee) shall have full power and authority to interpret and administer this Plan and the Board's (or its designee's) actions in so doing shall be final and binding on all persons interested in this Plan. The Board of Directors (or its designee) may from time to time adopt rules and regulations governing this Plan. The Board of Directors (or its designee) shall have complete discretion in carrying out its powers and responsibilities under the Plan, and its exercise of discretion hereunder shall be final and
conclusive. Unless otherwise specified by resolution of the Board of Directors, its designee for purposes of this Section 7.09 shall be the VF Pension Plan Committee.
7.10. Nothing contained herein shall be deemed to create a trust or fund of any kind or create any fiduciary relationship.
7.11. Neither the Company nor any member of the Board of Directors shall be responsible or liable in any manner to any Participant, Beneficiary or any person claiming through them for any benefit or action taken or omitted in connection with the granting of benefits, the continuation of benefits, or the interpretation and administration of this Plan.
* * *
This Amended and Restated Plan was approved by the Board of Directors
of VF Corporation on and effective as of February 7, 2006, in order (i) to
preserve the favorable tax treatment available to benefits earned and vested
under the Plan on or before December 31, 2004 in view of the enactment of
Section 409A of the Code and the issuance of regulations thereunder by the
Department of the Treasury, and (ii) with respect to all other benefits earned
under the Plan, to comply with the requirements of Section 409A and the
regulations thereunder. The Board of Directors reserves the right to amend the
Plan, either retroactively or prospectively, in whatever respect is required to
achieve and maintain compliance with the requirements of Section 409A of the
Code and the regulations thereunder.
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 15 U.S.C. SECTION 10A, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Mackey J. McDonald, certify that:
1. I have reviewed this quarterly report on Form 10-Q of V.F. Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
May 8, 2006 /s/ Mackey J. McDonald ------------------------------------ Mackey J. McDonald Chairman and Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 15 U.S.C. SECTION 10A, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert K. Shearer, certify that:
1. I have reviewed this quarterly report on Form 10-Q of V.F. Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
May 8, 2006 /s/ Robert K. Shearer ------------------------------------ Robert K. Shearer Vice President - Finance and Chief Financial Officer (Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of V.F. Corporation (the "Company") on Form 10-Q for the period ending April 1, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mackey J. McDonald, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
May 8, 2006
/s/ Mackey J. McDonald ------------------------------------ Mackey J. McDonald Chairman and Chief Executive Officer |
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of V.F. Corporation (the "Company") on Form 10-Q for the period ending April 1, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert K. Shearer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
May 8, 2006
/s/ Robert K. Shearer ------------------------------------ Robert K. Shearer Senior Vice President - Finance and Chief Financial Officer |