Exhibit 10.1

TAX MATTERS AGREEMENT

between

VF Corporation,

on behalf of itself

and the members

of the VF Group,

and

Kontoor Brands, Inc.,

on behalf of itself

and the members

of the Kontoor Brands Group

Dated as of May 22, 2019

TABLE OF CONTENTS

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TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (the “ Agreement ”) is entered into as of May 22, 2019 between VF Corporation (“ VF ”), a Pennsylvania corporation, on behalf of itself and the members of the VF Group and Kontoor Brands, Inc. (“ Kontoor Brands ”), a North Carolina corporation, on behalf of itself and the members of the Kontoor Brands Group.

W I T N E S S E T H:

WHEREAS, pursuant to the Tax laws of various jurisdictions, certain members of the Kontoor Brands Group presently file certain Tax Returns on an affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) with certain members of the VF Group;

WHEREAS, VF and Kontoor Brands have entered into a Separation and Distribution Agreement, dated as of the date hereof (the “ Separation Agreement ”), pursuant to which the Contribution, the Distribution and other related transactions will be consummated;

WHEREAS, the Restructuring, together with the Contribution and the Distribution, are intended to qualify for the Intended Tax Treatment; and

WHEREAS, VF and Kontoor Brands desire to set forth their agreement on the rights and obligations of VF, Kontoor Brands and the members of the VF Group and the Kontoor Brands Group respectively, with respect to (a) the administration and allocation of federal, state, local and foreign Taxes incurred in Taxable periods beginning prior to the Distribution Date, (b) Taxes resulting from the Distribution and transactions effected in connection with the Distribution and (c) various other Tax matters.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

Section 1. Definitions . (a) As used in this Agreement:

“ Active Trade or Business ” has the meaning ascribed to the Jeanswear Business in the Separation Agreement.

“ Affiliate ” has the meaning set forth in the Separation Agreement.

“ Agreement ” has the meaning set forth in the preamble.

“ Applicable Law ” (or “ Applicable Tax Law ,” as the case may be) means, with respect to any Person, any federal, state, county, municipal, local, multinational or foreign statute, treaty, law, common law, ordinance, rule, regulation, order, writ, injunction, judicial decision, decree, permit or other legally binding requirement of any Governmental Authority applicable to such Person or any of its respective properties, assets, officers, directors, employees, consultants or agents (in connection with such officer’s, director’s, employee’s, consultant’s or agent’s activities on behalf of such Person).

“ Business Day ” has the meaning set forth in the Separation Agreement.

“ Closing of the Books Method ” means the apportionment of items between portions of a Taxable period based on a closing of the books and records on the close of the Distribution Date (in the event that the Distribution Date is not the last day of the Taxable period, as if the Distribution Date were the last day of the Taxable period), subject to adjustment for items accrued on the Distribution Date that are properly allocable to

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the Taxable period following the Distribution, as determined by VF in accordance with Applicable Law; provided that Taxes not based upon or measured by net or gross income or specific events shall be apportioned between the Pre- and Post-Distribution Periods on a pro rata basis in accordance with the number of days in each Taxable period.

“ Code ” has the meaning set forth in the Separation Agreement.

“ Combined Group ” means any group consisting of at least one member that filed or was required to file (or will file or be required to file) a Tax Return on an affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) that includes at least one member of the VF Group and at least one member of the Kontoor Brands Group.

“ Combined Tax Return ” means a Tax Return filed in respect of federal, state, local or foreign income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

“ Company ” means VF or Kontoor Brands (or the appropriate member of each of their respective Groups), as appropriate.

“ Contribution ” has the meaning set forth in the Separation Agreement.

“ Distribution ” has the meaning set forth in the Separation Agreement.

“ Distribution Date ” has the meaning set forth in the Separation Agreement.

“ Distribution Documents ” has the meaning set forth in the Separation Agreement.

“ Distribution Taxes ” means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

“ Distribution Time ” has the meaning set forth in the Separation Agreement.

“ Equity Interests ” means any stock or other securities treated as equity for Tax purposes, options, warrants, rights, convertible debt, or any other instrument or security that affords any Person the right, whether conditional or otherwise, to acquire stock or to be paid an amount determined by reference to the value of stock.

“ Final Determination ” means (i) with respect to federal income Taxes, (A) a “determination” as defined in Section 1313(a) of the Code (including, for the avoidance of doubt, an executed IRS Form 906) or (B) the execution of an IRS Form 870-AD (or any successor form thereto), as a final resolution of Tax liability for any Taxable period, except that a Form 870-AD (or successor form thereto) that reserves the right of the taxpayer to file a claim for refund or the right of the IRS to assert a further deficiency shall not constitute a Final Determination with respect to the item or items so reserved; (ii) with respect to Taxes other than federal income Taxes, any final determination of liability in respect of a Tax that, under Applicable Tax Law, is not subject to further appeal, review or modification through proceedings or otherwise; (iii) with respect to any Tax, any final disposition by reason of the expiration of the applicable statute of limitations (giving effect to any extension, waiver or mitigation thereof); or (iv) with respect to any Tax, the payment of such Tax by any member of the VF Group or any member of the Kontoor Brands Group, whichever is responsible for payment of such Tax under Applicable Tax Law, with respect to any item disallowed or adjusted by a Taxing Authority; provided , in the case of this clause (iv), that the provisions of Section  15 hereof have been complied with, or, if such section is inapplicable, that the Company responsible under this Agreement for such Tax is notified by the Company paying such Tax that it has determined that no action should be taken to recoup such disallowed item, and the other Company agrees with such determination.

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“ Governmental Authority ” has the meaning set forth in the Separation Agreement.

“ Group ” has the meaning set forth in the Separation Agreement.

“ HDL Reorganization ” means the contribution of the stock of H.D. Lee Company, Inc. to Kontoor Brands followed by the conversion of H.D. Lee Company, Inc. to a Delaware limited liability company.

“ Indemnitee ” means the party which is entitled to seek indemnification from another party pursuant to the provisions of Section  11 .

“ Intended Tax Treatment ” means the (A) qualification of (i) the HDL Reorganization as a reorganization described in Section 368(a)(1)(F) of the Code, (ii) the Wrangler Reorganization as a reorganization described in Section 368(a)(1)(C) of the Code, (iii) the Contribution, other than the HDL Reorganization and the Wrangler Reorganization, together with the Distribution, as a reorganization described in Section 368(a)(1)(D) of the Code and of each of VF and Kontoor Brands as a “party to the reorganization” within the meaning of Section 368(b) of the Code and (iv) the Distribution, as such, as a distribution of Kontoor Brands Common Stock to VF’s shareholders pursuant to Section 355 of the Code and (B) the intended Tax consequences of the transactions described on Schedule A as set forth therein.

“ IRS ” has the meaning set forth in the Separation Agreement.

“ Jeanswear Business ” has the meaning set forth in the Separation Agreement.

“ Kontoor Brands Carried Item ” shall mean any Tax Attribute of the Kontoor Brands Group that may or must be carried from one Taxable period to another prior Taxable period, or carried from one Taxable period to another subsequent Taxable period, under the Code or other Applicable Tax Law.

“ Kontoor Brands Common Stock ” has the meaning set forth in the Separation Agreement.

“ Kontoor Brands Compensatory Equity Interests ” means any options, stock appreciation rights, restricted stock, stock units or other rights with respect to the capital stock of Kontoor Brands that are granted on or prior to the Distribution Time by any member of the Kontoor Brands Group in connection with employee, independent contractor or director compensation or other employee benefits.

“ Kontoor Brands Disqualifying Action ” means (a) any action (or the failure to take any action) by any member of the Kontoor Brands Group after the Distribution Time (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions), (b) any event (or series of events) after the Distribution Time involving the capital stock of Kontoor Brands or any assets of any member of the Kontoor Brands Group or (c) any breach by any member of the Kontoor Brands Group after the Distribution Time of any representation, warranty or covenant made by them in this Agreement, that, in each case, would affect the Intended Tax Treatment; provided , however , that the term “Kontoor Brands Disqualifying Action” shall not include any action entered into pursuant to any Distribution Document (other than this Agreement) or that is undertaken pursuant to the Restructuring, the Contribution or the Distribution.

“ Kontoor Brands Group ” has the meaning set forth in the Separation Agreement.

“ Kontoor Brands Separate Tax Return ” means any Tax Return that is required to be filed by, or with respect to, any member of the Kontoor Brands Group that is not a Combined Tax Return.

“ Person ” has the meaning set forth in Section 7701(a)(1) of the Code.

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“ Post-Distribution Period ” means any Taxable period (or portion thereof) beginning after the Distribution Date.

“ Pre-Distribution Period ” means any Taxable period (or portion thereof) ending on or before the Distribution Date.

“ Restructuring ” has the meaning set forth in the Separation Agreement.

“ Separation Agreement ” has the meaning set forth in the recitals.

“ Specified Event ” means (i) any failure of the Intended Tax Treatment with respect to (x) the Restructuring (including the HDL Reorganization, the Wrangler Reorganization and the transactions described in Schedule A), (y) the Contribution or (z) the Distribution or (ii) any event that results in (x) a liability for Taxes with respect to a Pre-Distribution Period imposed on any member of the VF Group and (y) a Tax Attribute with respect to any member of the Kontoor Brands Group.

“Straddle Tax Returns” means (x) pro forma Tax returns of any member of the Kontoor Brands Group in respect of federal income Taxes for the Combined Group for the Taxable period ending on March 30, 2019 and the portion of the Taxable period ending on the Distribution Date, (y) pro forma Tax returns of any member of the Kontoor Brands Group in respect of state income Taxes for each Combined Group for the Taxable period ending on March 30, 2019 and the portion of the Taxable period ending on the Distribution Date and (z) Kontoor Brands Separate Tax Returns filed in respect of state income Taxes for any Taxable period ending on or before the Distribution Date.

“ Tax ” (and the correlative meaning, “ Taxes ,” “ Taxing ” and “ Taxable ”) means (i) any tax, including any net income, gross income, gross receipts, recapture, alternative or add-on minimum, sales, use, business and occupation, value-added, trade, goods and services, ad valorem, franchise, profits, net wealth, license, business royalty, withholding, payroll, employment, capital, excise, transfer, recording, severance, stamp, occupation, premium, property, asset, real estate acquisition, environmental, custom duty, impost, obligation, assessment, levy, tariff or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest and any penalty, addition to tax or additional amount imposed by a Taxing Authority; or (ii) any liability of any member of the VF Group or the Kontoor Brands Group for the payment of any amounts described in clause (i) as a result of any express or implied obligation to indemnify any other Person.

“ Tax Attribute ” means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, unused general business credit, alternative minimum tax credit or any other Tax Item that could reduce a Tax liability.

“ Tax Benefit ” means any refund, credit, offset or other reduction in otherwise required Tax payments.

“ Tax Adviser ” means Davis Polk & Wardwell LLP or Ernst & Young LLP (or both of them), as applicable.

“ Tax Item ” means any item of income, gain, loss, deduction, credit, recapture of credit or any other item that can increase or decrease Taxes paid or payable.

“ Tax Opinions ” shall mean the legal opinions delivered to VF by Tax Advisers with respect to certain U.S. federal income Tax consequences of the Restructuring, the Contribution and the Distribution.

“ Tax Proceeding ” means any Tax audit, dispute, examination, contest, litigation, arbitration, action, suit, claim, cause of action, review, inquiry, assessment, hearing, complaint, demand, investigation or proceeding (whether administrative, judicial or contractual).

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“ Tax-Related Losses ” means, with respect to any Taxes imposed pursuant to any settlement, determination, judgment or otherwise, (i) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection with such Taxes and (ii) all damages, costs, and expenses associated with stockholder litigation or controversies and any amount paid by any member of the VF Group or any member of the Kontoor Brands Group in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Taxing Authority, in each case, resulting from the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

“ Tax Representation Letters ” means the representations provided by Kontoor Brands and VF to Tax Advisers in connection with the rendering by Tax Advisers of the Tax Opinions.

“ Tax Return ” means any Tax return, statement, report, form, election, bill, certificate, claim or surrender (including estimated Tax returns and reports, extension requests and forms, and information returns and reports), or statement or other document or written information filed or required to be filed with any Taxing Authority, including any amendment thereof, appendix, schedule or attachment thereto.

“ Taxing Authority ” means any Governmental Authority (domestic or foreign), including, without limitation, any state, municipality, political subdivision or governmental agency, responsible for the imposition, assessment, administration, collection, enforcement or determination of any Tax.

“ Transfer Taxes ” means all U.S. federal, state, local or foreign sales, use, privilege, transfer, documentary, stamp, duties, real estate transfer, controlling interest transfer, recording and similar Taxes and fees (including any penalties, interest or additions thereto) imposed upon any member of the VF Group or any member of the Kontoor Brands Group in connection with the Restructuring, the Contribution or the Distribution.

“ VF ” has the meaning ascribed thereto in the preamble.

“ VF Business ” has the meaning set forth in the Separation Agreement.

“ VF Compensatory Equity Interests ” means any options, stock appreciation rights, restricted stock, stock units or other rights with respect to VF stock that are granted on or prior to the Distribution Date by any member of the VF Group in connection with employee, independent contractor or director compensation or other employee benefits (including, for the avoidance of doubt, options, stock appreciation rights, restricted stock, restricted stock units, performance share units or other rights issued in respect of any of the foregoing by reason of the Distribution or any subsequent transaction).

“ VF Group ” has the meaning set forth in the Separation Agreement.

“ VF Separate Tax Return ” means any Tax Return that is required to be filed by, or with respect to, a member of the VF Group that is not a Combined Tax Return.

“ Wrangler Reorganization ” means the contribution of the stock of Wrangler Apparel Corp. to Kontoor Brands followed by the conversion of Wrangler Apparel Corp. to a Delaware limited liability company.

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

(c) All capitalized terms used but not defined herein shall have the same meanings as in the Separation Agreement. Any term used in this Agreement which is not defined in this Agreement or the Separation Agreement shall, to the extent the context requires, have the meaning assigned to it in the Code or the applicable Treasury Regulations thereunder (as interpreted in administrative pronouncements and judicial decisions) or in comparable provisions of Applicable Tax Law.

Section 2. Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the VF Group, on the one hand, and any member of the Kontoor Brands Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date without any further action by the parties thereto. Following the Distribution, no member of the Kontoor Brands Group or the VF Group shall have any further rights or liabilities thereunder, and, except for Section 6.08 of the Separation Agreement, Section 5.01 of the Transition Services Agreement, and Section 8.05 of the Employee Matters Agreement, this Agreement shall be the sole Tax sharing agreement between the members of the Kontoor Brands Group on the one hand, and the members of the VF Group, on the other hand.

Section 3. Allocation of Taxes .

(a) General Allocation Principles . Except as provided in Section  3(c) , all Taxes shall be allocated as follows:

(i) Allocation of Taxes for Combined Tax Returns . Except as provided in Section 3(b), VF shall be allocated all Taxes reported, or required to be reported, on any Combined Tax Return that any member of the VF Group files or is required to file under the Code or other Applicable Tax Law; provided, however, that to the extent any such Combined Tax Return includes any Tax Item attributable to any member of the Kontoor Brands Group in respect of any Post-Distribution Period, Kontoor Brands shall be allocated all Taxes attributable to such Tax Items as determined by VF in its reasonable discretion.

(ii) Allocation of Taxes for Separate Tax Returns.

(A) VF shall be allocated all Taxes reported, or required to be reported, on a VF Separate Tax Return.

(B) Kontoor Brands shall be allocated all Taxes reported, or required to be reported, on a Kontoor Brands Separate Tax Return.

(iii) Taxes Not Reported on Tax Returns .

(A) VF shall be allocated any Tax attributable to any member of the VF Group that is not required to be reported on a Tax Return.

(B) Any Tax attributable to any member of the Kontoor Group that is not required to be reported on a Tax Return shall be allocated to Kontoor Brands.

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(b) Allocation Conventions .

(i) All Taxes allocated pursuant to Section  3(a) shall be allocated in accordance with the Closing of the Books Method; provided , however , that if Applicable Tax Law does not permit a Kontoor Brands Group member to close its Taxable year on the Distribution Date, the Tax attributable to the operations of the members of the Kontoor Brands Group for any Pre-Distribution Period shall be the Tax computed using a hypothetical closing of the books consistent with the Closing of the Books Method (except to the extent otherwise agreed upon by VF and Kontoor Brands). Notwithstanding any other provision of this Agreement, any and all Taxes under Section 951(a) and 951A(a) of the Code attributable to any member of the Kontoor Brands Group that is included in the gross income of any member of the VF Group with respect to any period beginning on or after March 31, 2019 (“Kontoor Brands Subpart F Taxes”) shall be allocated to Kontoor Brands to the extent any member of the Kontoor Brands Group realizes a corresponding Tax Benefit, determined using a “with and without” methodology. Kontoor Brands and VF share use reasonable best efforts to minimize any detriment to VF with respect to such Kontoor Brands Subpart F Taxes.

(ii) Any Tax Item of Kontoor Brands or any member of the Kontoor Brands Group arising from a transaction engaged in outside the ordinary course of business on the Distribution Date after the Distribution Time shall be allocable to Kontoor Brands and any such transaction by or with respect to Kontoor Brands or any member of the Kontoor Brands Group occurring after the Distribution Time shall be treated for all Tax purposes (to the extent permitted by Applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulations Section 1.1502-76(b) (assuming no election is made under Treasury Regulations Section 1.1502-76(b)(2)(ii) (relating to a ratable allocation of a year’s Tax Items)); provided that the foregoing shall not include any action that is undertaken pursuant to the Restructuring, the Contribution or the Distribution.

(c) Special Allocation Rules. Notwithstanding any other provision in this Section  3 , the following Taxes shall be allocated as follows:

(i) Taxes Relating to VF Compensatory Equity Interests . Any Tax liability (including, for the avoidance of doubt, the satisfaction of any withholding Tax obligation) relating to the issuance, exercise, vesting or settlement of any VF Compensatory Equity Interest shall be allocated in a manner consistent with Section  7 .

(ii) Distribution Taxes and Tax-Related Losses . Any liability for Distribution Taxes and Tax-Related Losses resulting from a Kontoor Brands Disqualifying Action shall be allocated in a manner consistent with Section  11(a)(iii) .

(iii) Section 965 Taxes . Any installment payments required to be made pursuant to the election made by a member of the VF Group or a member of the Kontoor Brands Group (that was a member of such Kontoor Brands Group prior to the Distribution Date) under Section 965(h) of the Code, and any adjustments thereto, shall be allocated to VF.

Section 4. Preparation and Filing of Tax Returns .

(a) VF Group Combined Tax Returns .

(i) VF shall prepare and file, or cause to be prepared and filed, Combined Tax Returns for which a member of the VF Group is required or, as provided in Section  4(g)(iv) , elects, to file a Combined Tax Return. Each member of any such Combined Group shall execute and file such consents, elections and other documents as may be required, appropriate or otherwise requested by VF in connection with the filing of such Combined Tax Returns.

(ii) To the extent the Combined Tax Return reflects operations of Kontoor Brands Group for a Taxable period that includes the Distribution Date, VF shall include in such Combined Tax Return the results of such member of the Kontoor Brands Group, as the case may be, on the basis of the Closing of the Books Method to the extent permitted by Applicable Tax Law.

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(b) Straddle Tax Returns. VF shall prepare, or cause to be prepared, all Straddle Tax Returns. VF shall submit to Kontoor Brands a copy of each Straddle Tax Return no later than the earlier of June 30, 2020 or two weeks prior to the date such Straddle Tax Return is required to be filed. Kontoor Brands shall file, or cause to be filed, any such Straddle Tax Returns required to be filed.

(c) Kontoor Brands Separate Tax Returns . Kontoor Brands shall prepare and file (or cause to be prepared and filed) all Kontoor Brands Separate Tax Returns that are not Straddle Tax Returns.

(d) Provision of Information; Timing. Kontoor Brands shall maintain all necessary information for VF (or any of its Affiliates) to file any Tax Return that VF is required or permitted to file under this Section  4 , and shall provide to VF all such necessary information in accordance with the VF Group’s past practice. VF shall maintain all necessary information for Kontoor Brands (or any of its Affiliates) to file any Tax Return that Kontoor Brands is required or permitted to file under this Section  4 , and shall provide Kontoor Brands with all such necessary information in accordance with the Kontoor Brands Group’s past practice. Without limiting the foregoing, the party that files, or causes to be filed, any Tax Return shall maintain contemporaneous transfer pricing documentation, in compliance with all applicable laws, with respect to such Tax Returns.

(e) Review of Kontoor Brands Separate Tax Returns . Other than a Kontoor Brands Separate Tax Return that relates solely to a Post-Distribution Period, Kontoor Brands shall submit a draft of any Kontoor Brands Separate Tax Return (other than a Straddle Tax Return) that is required to be filed after the Distribution Date to VF. With respect to such Kontoor Brands Separate Tax Returns, Kontoor Brands (x) shall make such Tax Return available for review as required under this paragraph sufficiently in advance of the due date for filing of such Tax Return to provide VF with a meaningful opportunity to analyze and comment on such Tax Return and (y) shall not file or cause to be filed any Kontoor Brands Separate Tax Return with respect to a Taxable period ending on or before the Distribution Date without the consent of VF, which consent shall not be unreasonably withheld or delayed. The Parties shall work together to resolve any issues arising out of the review of such Kontoor Brands Separate Tax Returns pursuant to Section 25 .

(f) Review of Combined Tax Returns with Kontoor Brands Tax Liability. If requested by Kontoor Brands, VF shall submit to Kontoor Brands a draft of the portions of any Combined Tax Returns that relate solely to any member of the Kontoor Brands Group and that reflect a Tax liability allocated to Kontoor Brands pursuant to Section  3(a)(i) . VF shall use (x) its commercially reasonable best efforts to make such portions of a Tax Return available for review as required under this paragraph sufficiently in advance of the due date for filing of such Tax Return to provide Kontoor Brands with a meaningful opportunity to analyze and comment on such portions of such Tax Return and (y) its commercially reasonable best efforts to have such Tax Return modified before filing, taking into account the materiality of the Tax liability with respect to such Tax Return.

(g) Special Rules Relating to the Preparation of Tax Returns .

(i) General Rule . Except as provided in this Section  4(g)(i) , Kontoor Brands shall prepare (or cause to be prepared) any Tax Return, with respect to Taxable periods (or portions thereof) ending prior to or on the Distribution Date, for which it is responsible under this Section  4 in accordance with past practices, accounting methods, elections or conventions (“ Past Practices ”) used by the members of the VF Group prior to the Distribution Date with respect to such Tax Return to the extent permitted by Applicable Law, and to the extent any items, methods or positions are not covered by Past Practices, as directed by VF in its sole discretion to the extent permitted by Applicable Law; provided, however , it shall not be a violation of this Section 4(g)(i) if Kontoor Brands validly changes its Taxable year to a “52/53” year end under Section 441(f).

(ii) Consistency with Intended Tax Treatment . All Tax Returns that include any member of the VF Group or any member of the Kontoor Brands Group shall be prepared in a manner that is consistent with the Intended Tax Treatment.

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(iii) Kontoor Brands Separate Tax Returns . With respect to any Kontoor Brands Separate Tax Return, Kontoor Brands and the other members of the Kontoor Brands Group shall include such Tax Items in such Kontoor Brands Separate Tax Return in a manner that is consistent with Section 4(g)(i) .

(iv) Election to File Combined Tax Returns . VF shall have the sole discretion to file any Combined Tax Return if the filing of such Tax Return is elective under Applicable Tax Law.

(v) Preparation of Transfer Tax Returns . The Company required under Applicable Tax Law to file any Tax Returns in respect of Transfer Taxes shall prepare and file (or cause to be prepared and filed) such Tax Returns. If required by Applicable Tax Law, VF and Kontoor Brands shall, and shall cause their respective Affiliates to, cooperate in preparing and filing, and join the execution of, any such Tax Returns.

(h) Payment of Taxes. VF shall pay (or cause to be paid) to the proper Taxing Authority the Tax shown as due on any Tax Return for which a member of the VF Group is responsible for filing under this Section  4 , and Kontoor Brands shall pay (or cause to be paid) to the proper Taxing Authority the Tax shown as due on any Tax Return for which a member of the Kontoor Brands Group is responsible for filing under this Section  4 . If any member of the VF Group is required to make a payment to a Taxing Authority for Taxes allocated to Kontoor Brands under Section  3 , Kontoor Brands shall pay the amount of such Taxes to VF in accordance with Section  11 and Section  12 . If any member of the Kontoor Brands Group is required to make a payment to a Taxing Authority for Taxes allocated to VF under Section  3 , VF shall pay the amount of such Taxes to Kontoor Brands in accordance with Section  11 and Section  12 .

Section  5. Apportionment of Earnings and Profits and Tax Attributes .

(a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the VF Group and the members of the Kontoor Brands Group in accordance with VF’s historical practice (including historical methodologies for making corporate allocations), the Code, Treasury Regulations, and any applicable state, local and foreign law, as determined by VF in its sole discretion.

(b) VF shall in good faith, based on information reasonably available to it, advise Kontoor Brands no later than May 1, 2020 in writing of VF’s estimate of the portion, if any, of any earnings and profits, previously taxed earnings and profits (within the meaning of Section 959 of the Code (“ PTI ”)), Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute which VF determines is expected to be allocated or apportioned to the members of the Kontoor Brands Group under Applicable Tax Law. As soon as reasonably practicable after the close of the relevant Taxable period in which the Distribution occurs and in no event later than December 31, 2020, VF shall advise Kontoor Brands in writing of any adjustments to the previously delivered estimates of the portion of earnings and profits, Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute determined by VF. For the avoidance of doubt, VF shall not be liable to any member of the Kontoor Brands Group for any failure of any determination under this Section  5(b) to be accurate under Applicable Tax Law, provided such determination was made in good faith. All members of the Kontoor Brands Group shall prepare all Tax Returns in accordance with the written notices provided by VF to Kontoor Brands pursuant to this Section 5(b).

(c) Except as otherwise provided herein, to the extent that the amount of any earnings and profits, PTI, Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute allocated to members of the VF Group or the Kontoor Brands Group pursuant to Section  5(b) is later reduced or increased by a Taxing Authority or as a result of a Tax Proceeding, such reduction or increase shall be allocated to the Company to which such earnings and profits, Tax Attributes, tax basis, overall foreign loss or other consolidated, combined or unitary attribute was allocated pursuant to this Section  5 , as determined by VF in good faith.

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Section 6. Utilization of Tax Attributes .

(a) Amended Returns. Any amended Tax Return or claim for a refund with respect to any member of the Kontoor Brands Group may be made only by the party responsible for preparing the original Tax Return with respect to such member of the Kontoor Brands Group pursuant to Section  4 .

(b) VF Discretion . Kontoor Brands hereby agrees that VF shall be entitled to determine in its sole discretion whether to (x) file or to cause to be filed any claim for a refund or adjustment of Taxes with respect to any Combined Tax Return in order to claim in any Pre-Distribution Period any Kontoor Brands Carried Item, (y) make or cause to be made any available elections to waive the right to claim in any Pre-Distribution Period, with respect to any Combined Tax Return, any Kontoor Brands Carried Item, and (z) make or cause to be made any affirmative election to claim in any Pre-Distribution Period any Kontoor Brands Carried Item. Subject to Section  6(c) , Kontoor Brands shall submit a written request to VF in order to seek VF’s consent with respect to any of the actions described in this Section  6(b) .

(c) Kontoor Brands Carrybacks to Combined Tax Returns.

(i) Each member of the Kontoor Brands Group shall elect, to the extent permitted by Applicable Tax Law, to forgo the right to carry back any Kontoor Brands Carried Item from a Post-Distribution Period to a Combined Tax Return.

(ii) If a member of the Kontoor Brands Group determines that it is required by Applicable Tax Law to carry back any Kontoor Brands Carried Item to a Combined Tax Return, it shall notify VF in writing of such determination at least 90 days prior to filing the Tax Return on which such carryback will be reflected. If VF disagrees with such determination, the parties shall resolve their disagreement pursuant to the procedures set forth in Section  25 .

(iii) For the avoidance of doubt, if a Kontoor Brands Carried Item is carried back to a Combined Tax Return for any reason, no member of the VF Group shall be required to make any payment to, or otherwise compensate, any member of the Kontoor Brands Group in respect of such Kontoor Brands Carried Item.

(d) Carryforwards to Separate Tax Returns. If a portion or all of any Tax Attribute is allocated to a member of a Combined Group pursuant to Section  5 , and is carried forward or back to a Kontoor Brands Separate Tax Return, any Tax Benefits arising from such carryforward shall be retained by the Kontoor Brands Group. If a portion or all of any Tax Attribute is allocated to a member of a Combined Group pursuant to Section  5 , and is carried forward or back to a VF Separate Tax Return, any Tax Benefits arising from such carryforward or carryback shall be retained by the VF Group.

Section 7. Deductions and Reporting for Certain Awards .

(a) Deductions. To the extent permitted by Applicable Tax Law, income Tax deductions with respect to the issuance, exercise, vesting or settlement after the Distribution Date of any VF Compensatory Equity Interests or Kontoor Brands Compensatory Equity Interests shall be claimed (A) in the case of an active officer or employee, solely by the Group that employs such Person at the time of such issuance, exercise, vesting, or settlement, as applicable; (B) in the case of a former officer or employee, solely by the Group that was the last to employ such Person; and (C) in the case of a director or former director (who is not an officer or employee or former officer or employee of a member of either Group), (x) solely by the VF Group if such person was, at any time before or after the Distribution, a director of any member of the VF Group, and (y) in any other case, solely by the Kontoor Brands Group.

(b) If, notwithstanding clause (a), if it is reasonably likely that the Kontoor Brands Group will, under Applicable Tax Law, utilize a deduction for a Taxable period ending after the Distribution Date with respect to (i) the issuance, exercise, vesting or settlement after the Distribution Date of any VF Compensatory Equity Interests, or (ii) any liability with respect to compensation

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required to be paid or satisfied by, or otherwise allocated to, any member of the VF Group in accordance with any Distribution Document (the “ Reimbursable Payment ”), VF shall reduce the amount payable to the relevant member of the Kontoor Brands Group with respect to the Reimbursable Payment by 27.5% (the “ Reimbursement Adjustment ”). The relevant member of the Kontoor Brands Group shall promptly notify VF of the amount of the overall net reduction in actual cash Taxes paid by the Kontoor Brands Group (determined on a “with and without” basis) resulting from the event giving rise to such deduction (and any income in respect of such event, subject to Section  12(b) ), if any, in the year of such event (the “ Deduction Tax Benefit ”), and, in the event that the Deduction Tax Benefit is less than the amount of the Reimbursement Adjustment, VF shall pay an amount equal to the amount of the Reimbursement Adjustment less the Deduction Tax Benefit to Kontoor Brands. If a Taxing Authority subsequently reduces or disallows the use of such a deduction by the Kontoor Brands Group, VF shall return an amount equal to the overall net increase in Tax liability of the Kontoor Brands Group owing to the Taxing Authority to the remitting party.

(c) Withholding and Reporting . For any Taxable period (or portion thereof), except as VF may at any time determine in its reasonable discretion, VF shall satisfy, or shall cause to be satisfied, all applicable withholding and reporting responsibilities (including all income, payroll or other Tax reporting related to income to any current or former employees) with respect to the issuance, exercise, vesting or settlement of such VF Compensatory Equity Interests that settle with or with respect to stock of VF. For any Taxable period (or portion thereof), Kontoor Brands shall satisfy, or shall cause to be satisfied, all applicable withholding and reporting responsibilities (including all income, payroll or other Tax reporting related to income to any current or former employees) with respect to the exercise, vesting or settlement of such Kontoor Brands Compensatory Equity Interests that settle with or with respect to stock of Kontoor Brands. VF and Kontoor Brands acknowledge and agree that the parties shall cooperate with each other and with third-party providers to effectuate withholding and remittance of Taxes, as well as required Tax reporting, in a timely manner.

Section 8. Tax Benefits .

(a) VF Tax Benefits . VF shall be entitled to any Tax Benefits (including, in the case of any refund received, any interest thereon actually received) received by any member of the VF Group or any member of the Kontoor Brands Group, other than any Tax Benefits (or any amounts in respect of Tax Benefits) to which Kontoor Brands is entitled pursuant to Section  8(b) . Kontoor Brands shall not be entitled to any Tax Benefits received by any member of the VF Group or the Kontoor Brands Group, except as set forth in Section  8(b) .

(b) Kontoor Brands Tax Benefits. Kontoor Brands shall be entitled to any Tax Benefits (including, in the case of any refund received, any interest thereon actually received) received by any member of the VF Group or any member of the Kontoor Brands Group after the Distribution Date with respect to any Tax allocated to a member of the Kontoor Brands Group under this Agreement (including, for the avoidance of doubt, any amounts allocated to Kontoor Brands pursuant to Section  3(c)(ii) or Section  3(c)(iii) ).

(c) A Company receiving (or realizing) a Tax Benefit to which another Company is entitled hereunder (a “ Tax Benefit Recipient ”) shall pay over the amount of such Tax Benefit (including interest received from the relevant Taxing Authority, but net of any Taxes imposed with respect to such Tax Benefit and any other reasonable costs associated therewith) within thirty (30) days of receipt thereof (or from the due date for payment of any Tax reduced thereby); provided, however , that the other Company, upon the request of such Tax Benefit Recipient, shall repay the amount paid to the other Company (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event that, as a result of a subsequent Final Determination, a Tax Benefit that gave rise to such payment is subsequently disallowed.

Section 9. Certain Representations and Covenan ts .

(a) Representations .

(i) Kontoor Brands and each other member of the Kontoor Brands Group represents that, other than the transactions described on Schedule B , as of the date hereof, and covenants that as of the Distribution Date, there is no plan or intention:

(A) to liquidate Kontoor Brands or to merge or consolidate any member of the Kontoor Brands Group with any other Person subsequent to the Distribution;

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(B) to sell or otherwise dispose of any material asset of any member of the Kontoor Brands Group, except in the ordinary course of business;

(C) to take or fail to take any action in a manner that is inconsistent with the written information and representations furnished by Kontoor Brands to Tax Advisers in connection with the Tax Representation Letters or Tax Opinions;

(D) to repurchase stock of Kontoor Brands other than in a manner that satisfies the requirements of Section 4.05(1)(b) of IRS Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by IRS Revenue Procedure 2003-48) and consistent with any representations made to Tax Advisers in connection with the Tax Representation Letters;

(E) to take or fail to take any action in a manner that management of Kontoor Brands knows, or should know, is reasonably likely to contravene, any agreement with a Taxing Authority entered into prior to the Distribution Date to which any member of the Kontoor Brands Group or the VF Group is a party; or

(F) to enter into any negotiations, agreements, or arrangements with respect to transactions or events (including stock issuances, pursuant to the exercise of options or otherwise, option grants, the adoption of, or authorization of shares under, a stock option plan, capital contributions, or acquisitions, but not including the Distribution) that could reasonably be expected to cause the Distribution to be treated as part of a plan (within the meaning of Section 355(e) of the Code) pursuant to which one or more Persons acquire directly or indirectly Kontoor Brands stock representing a 50% or greater interest within the meaning of Section 355(d)(4) of the Code.

(b) Covenants.

(i) Kontoor Brands shall not, and shall not permit any other member of the Kontoor Brands Group to, take or fail to take any action that constitutes a Kontoor Brands Disqualifying Action.

(ii) Kontoor Brands shall not, and shall not permit any other member of the Kontoor Brands Group to, take or fail to take any action that is inconsistent with the information and representations furnished by Kontoor Brands to Tax Advisers in connection with the Tax Representation Letters or Tax Opinions.

(iii) Kontoor Brands shall not, and shall not permit any other member of the Kontoor Brands Group to, take or fail to take any action in a manner that management of Kontoor Brands knows, or should know, is reasonably likely to contravene any agreement with a Taxing Authority entered into prior to the Distribution Date to which any member of the Kontoor Brands Group or the VF Group is a party.

(iv) During the two-year period following the Distribution Date:

(A) Kontoor Brands shall (w) maintain its status as a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, (x) not engage in any transaction that would result in it ceasing to be a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, (y) cause each other member of the Kontoor Brands Group whose Active Trade or Business is relied upon for purposes of qualifying the Distribution for the Intended Tax Treatment to maintain its status as a company engaged in such Active Trade or Business for purposes of Section 355(b)(2) of the Code and any such other Applicable Tax Law, and (z) not engage in any transaction or permit any other member of the Kontoor Brands Group to engage in any transaction that would result in a member of the Kontoor Brands Group described in clause (y) hereof ceasing to be a company engaged in the relevant Active Trade or Business for purposes of Section 355(b)(2) of the Code or such other Applicable Tax Law, taking into account Section 355(b)(3) of the Code for purposes of each of clauses (w) through (z) hereof;

(B) Kontoor Brands shall not take or fail to take any action that would result in the Wrangler Reorganization failing to satisfy the “continuity of business enterprise” requirement within the meaning

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of Treasury Regulation 1.368-1(d)(1) for purposes of qualifying the Wrangler Reorganization as a reorganization described in Section 368(a);

(C) Kontoor Brands shall not repurchase stock of Kontoor Brands in a manner contrary to the requirements of Section 4.05(1)(b) of IRS Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by IRS Revenue Procedure 2003-48) or inconsistent with any representations made by Kontoor Brands to Tax Advisers in connection with the Tax Representation Letters;

(D) Kontoor Brands shall not, and shall not agree to, merge, consolidate or amalgamate with any other Person;

(E) Kontoor Brands shall not, and shall not permit any other member of the Kontoor Brands Group to, or to agree to, sell or otherwise issue to any Person, any Equity Interests of Kontoor Brands or of any other member of the Kontoor Brands Group; provided , however , that Kontoor Brands may issue Equity Interests to the extent such issuances satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d);

(F) Kontoor Brands shall not, and shall not permit any other member of the Kontoor Brands Group to (I) solicit any Person to make a tender offer for, or otherwise acquire or sell, the Equity Interests of Kontoor Brands, (II) participate in or support any unsolicited tender offer for, or other acquisition, issuance or disposition of, the Equity Interests of Kontoor Brands or (III) approve or otherwise permit any proposed business combination or any transaction which, in the case of clauses (I) or (II), individually or in the aggregate, together with any transaction occurring within the four-year period beginning on the date which is two years before the Distribution Date and any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the Distribution, could result in one or more Persons acquiring (except for acquisitions that otherwise satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulation Section 1.355-7(d)) directly or indirectly stock representing a 40% or greater interest, by vote or value, in Kontoor Brands (or any successor thereto) (any such transaction, a “ Proposed Acquisition Transaction ”); provided further that any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code shall be incorporated in the restrictions in this clause (iv) and the interpretation thereof;

(G) if any member of the Kontoor Brands Group proposes to enter into any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 25% instead of 40% (a “ Section  9(b)(iv)(F) Acquisition Transaction ”) or, to the extent Kontoor Brands has the right to prohibit any Section 9(b)(iv)(F) Acquisition Transaction, proposes to permit any Section 9(b)(iv)(F) Acquisition Transaction to occur, in each case, Kontoor Brands shall provide VF, no later than 10 Business Days following the signing of any written agreement with respect to the Section 9(b)(iv)(F) Acquisition Transaction, a written description of such transaction (including the type and amount of Equity Interests of Kontoor Brands to be issued in such transaction) and a certificate of the board of directors of Kontoor Brands to the effect that the Section 9(b)(iv)(F) Acquisition Transaction is not a Proposed Acquisition Transaction; and

(H) Kontoor Brands shall not, and shall not permit any other member of the Kontoor Brands Group to, amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of the Equity Interests of Kontoor Brands (including, without limitation, through the conversion of one class of Equity Interests of Kontoor Brands into another class of Equity Interests of Kontoor Brands).

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(v) Kontoor Brands shall not take or fail to take, or permit any other member of the Kontoor Brands Group to take or fail to take, any action which prevents or could reasonably be expected to result in Tax treatment that is inconsistent with the Intended Tax Treatment.

(c) Kontoor Brands Covenants Exceptions . Notwithstanding the provisions of Section  9(b) , Kontoor Brands and the other members of the Kontoor Brands Group may take any action that would reasonably be expected to be inconsistent with the covenants contained in Section 9(b), if either: (i) Kontoor Brands notifies VF of its proposal to take such action and Kontoor Brands and VF obtain a ruling from the IRS to the effect that such action will not affect the Intended Tax Treatment, provided that Kontoor Brands agrees in writing to bear any expenses associated with obtaining such a ruling and, provided further that the Kontoor Brands Group shall not be relieved of any liability under Section  11(a) of this Agreement by reason of seeking or having obtained such a ruling; or (ii) Kontoor Brands notifies VF of its proposal to take such action and obtains an unqualified opinion of counsel (A) from a Tax advisor recognized as an expert in federal income Tax matters and acceptable to VF in its sole discretion, (B) on which VF may rely and (C) to the effect that such action “will” not affect the Intended Tax Treatment, provided that the Kontoor Brands Group shall not be relieved of any liability under Section  11(a) of this Agreement by reason of having obtained such an opinion.

Section 10. Tax Receivables Arrangements .

(a) Section 336(e) Election. Pursuant to Treasury Regulations Sections 1.336-2(h)(1)(i) and 1.336-2(j), VF and Kontoor Brands agree that VF may make a timely protective election under Section 336(e) of the Code and the Treasury Regulations issued thereunder and under any comparable provisions of state, local or non-U.S. law for each member of the Kontoor Brands Group that is a domestic corporation for U.S. federal income Tax purposes with respect to the Distribution (a “ Section  336(e) Election ”). It is intended that a Section 336(e) Election will have no effect unless the Distribution is a “qualified stock disposition,” as defined in Treasury Regulations Section 1.336(e)-1(b)(6), by reason of the application of Treasury Regulations Section 1.336-1(b)(5)(i)(B) or Treasury Regulations Section 1.336-1(b)(5)(ii), or under any comparable provisions of state, local or non-U.S. law in any other jurisdiction.

(b) VF TRA . If any Specified Event results in the imposition of a liability on the part of a member of the VF Group for Taxes (including (x) as a result of any Tax consequence not otherwise taken into account in Schedule A with respect to such Internal Specified Transactions and (y) Taxes attributable to the Section 336(e) Election) that are not allocated to Kontoor Brands pursuant to Section  3 , (i) VF shall be entitled to periodic payments from Kontoor Brands equal to the product of (x) 85% of the Tax Attributes arising from such Specified Event and (y) the percentage of Taxes arising from such Specified Event that are not allocated to Kontoor Brands pursuant to Section  3 , and (ii) the Parties shall negotiate in good faith the terms of a tax receivable agreement to govern the calculation of such payments; provided that any such tax savings in clause (i) shall be determined using a “with and without” methodology (treating any Tax Attribute arising from any Specified Event as the last items claimed for any Taxable year, including after the utilization of any carryforwards). Notwithstanding the foregoing, VF may, at its sole discretion, waive its right to receive any and all payments pursuant to this Section  10(b) .

Section 11. Indemnities .

(a) Kontoor Brands Indemnity to VF . Subject to the limitations set forth in Section 11(c) , except in the case of any liabilities described in Section 11(b) , Kontoor Brands and each other member of the Kontoor Brands Group shall jointly and severally indemnify VF and the other members of the VF Group against, and hold them harmless, without duplication, from:

(i) any Tax liability allocated to Kontoor Brands pursuant to Section  3 ;

(ii) any Tax liability and Tax-Related Losses attributable to a breach, after the Distribution Time, by Kontoor Brands or any other member of the Kontoor Brands Group of any representation, covenant or provision contained in this Agreement;

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(iii) any Distribution Taxes and Tax-Related Losses attributable to a Kontoor Brands Disqualifying Action (including, for the avoidance of doubt, any Taxes and Tax-Related Losses resulting from any action for which the conditions set forth in Section  9(c) are satisfied); and

(iv) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax liability or damage described in (i), (ii) or (iii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, liability or damage.

(b) VF Indemnity to Kontoor Brands . Subject to the limitations set forth in Section 11(c) , except in the case of any liabilities described in Section  11(a) , VF and each other member of the VF Group will jointly and severally indemnify Kontoor Brands and the other members of the Kontoor Brands Group against, and hold them harmless, without duplication, from:

(i) any Tax liability allocated to VF pursuant to Section  3 ;

(ii) any Taxes imposed on any member of the Kontoor Brands Group under Treasury Regulations Section 1.1502-6 (or similar or analogous provision of state, local or foreign law) solely as a result of any such member being or having been a member of a Combined Group; and

(iii) all liabilities, costs, expenses (including, without limitation, reasonable expenses of investigation and attorneys’ fees and expenses), losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax liability or damage described in (i) or (ii), including those incurred in the contest in good faith in appropriate proceedings relating to the imposition, assessment or assertion of any such Tax, liability or damage.

(c) Minimum Limit on Claims . An Indemnifying Party shall not be required to provide indemnification under this Section 11 to an Indemnified Party for any indemnity claim unless and until (i) the amount of such indemnity claim or group of related claims exceeds $250,000 and (ii) the aggregate amount of all indemnity claims for which it would, in the absence of this provision, be liable pursuant to this Section 11 exceeds $2,500,000, in which event the Indemnifying Party shall be required to provide indemnification for all such indemnity claims from the first dollar. For purposes of this Section 11 , the term “Indemnifying Party” means (i) collectively, the members of the Kontoor Brands Group, in the event any member of the VF Group is entitled to indemnity under Section 11(a) and (ii) collectively, the members of the VF Group, in the event that any member of the Kontoor Brands Group is entitled to indemnity under Section 11(b) . For purposes of this Section 11 , the term “Indemnified Party” means (x) the relevant member of the VF Group in the event any member of the VF Group is entitled to indemnity under Section 11(a) and (y) the relevant member of the Kontoor Brands Group in the event any member of the Kontoor Brands Group is entitled to indemnity under Section 11(b) .

(d) Discharge of Indemnity . Kontoor Brands, VF and the members of their respective Groups shall discharge their obligations under Section  11(a) or Section  11(a)(iv) hereof, respectively, by paying the relevant amount in accordance with Section  12 , within 30 Business Days of demand therefor or, to the extent such amount is required to be paid to a Taxing Authority prior to the expiration of such 30 Business Days, at least 10 Business Days prior to the date by which the demanding party is required to pay the related Tax liability. Any such demand shall include a statement showing the amount due under Section  11(a) or Section  11(a)(iv) , as the case may be. Notwithstanding the foregoing, if any member of the Kontoor Brands Group or any member of the VF Group disputes in good faith the fact or the amount of its obligation under Section  11(a ) or Section  11(b) , then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section  25 hereof; provided , however , that any amount not paid within 30 Business Days of demand therefor shall bear interest as provided in Section  12 .

(e) Tax Benefits . If an indemnification obligation of any Indemnifying Party under this Section  11 arises in respect of an adjustment that makes allowable to an Indemnitee any Tax Benefit which would not, but for such

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adjustment, be allowable, then any such indemnification obligation shall be an amount equal to (i) the amount otherwise due but for this Section  11(e) , minus (ii) the reduction in actual cash Taxes payable by the Indemnitee in the Taxable year such indemnification obligation arises and the two Taxable years following such year, determined on a “with and without” basis.

Section 12. Payments .

(a) Timing . All payments to be made under this Agreement (excluding, for the avoidance of doubt, any payments to a Taxing Authority described herein) shall be made in immediately available funds. Except as otherwise provided, all such payments will be due 30 Business Days after the receipt of notice of such payment or, where no notice is required, 30 Business Days after the fixing of liability or the resolution of a dispute (the “ Due Date ”). Payments shall be deemed made when received. Any payment that is not made on or before the Due Date shall bear interest at the rate equal to the “prime” rate as published on such Due Date in the Wall Street Journal, Eastern Edition, for the period from and including the date immediately following the Due Date through and including the date of payment. With respect to any payment required to be made under this Agreement, VF has the right to designate, by written notice to Kontoor Brands, which member of the VF Group will make or receive such payment.

(b) Treatment of Payments . To the extent permitted by Applicable Tax Law, any payment made by VF or any member of the VF Group to Kontoor Brands or any member of the Kontoor Brands Group, or by Kontoor Brands or any member of the Kontoor Brands Group to VF or any member of the VF Group, pursuant to this Agreement, the Separation Agreement or any other Distribution Document that relates to Taxable periods (or portions thereof) ending on or before the Distribution Date shall be treated by the parties hereto for all Tax purposes as a distribution by Kontoor Brands to VF, or a capital contribution from VF to Kontoor Brands, as the case may be; provided, however, that any payment made pursuant to Section 2.03(c) of the Separation Agreement shall instead be treated as if the party required to make a payment of received amounts had received such amounts as agent for the other party; provided further that any payment made pursuant to Section 3 of the Transition Services Agreement shall instead be treated as a payment for services. In the event that a Taxing Authority asserts that a party’s treatment of a payment described in this Section  12(b ) should be other than as required herein, such party shall use its reasonable best efforts to contest such assertion in a manner consistent with Section  15 of this Agreement.

(c) No Duplicative Payment. It is intended that the provisions of this Agreement shall not result in a duplicative payment of any amount required to be paid under the Separation Agreement or any other Distribution Document, and this Agreement shall be construed accordingly.

Section 13. Guarantees . VF and Kontoor Brands, as the case may be, each hereby guarantees and agrees to otherwise perform the obligations of each other member of the VF Group or the Kontoor Brands Group, respectively, under this Agreement.

Section 14. Communication and Cooperation .

(a) Consult and Cooperate. VF and Kontoor Brands shall consult and cooperate (and shall cause each other member of their respective Groups to consult and cooperate) fully at such time and to the extent reasonably requested by the other party in connection with all matters subject to this Agreement. Such cooperation shall include, without limitation:

(i) the retention, and provision on reasonable request, of any and all information including all books, records, documentation or other information pertaining to Tax matters relating to the Kontoor Brands Group (or, in the case of any Tax Return of the VF Group, the portion of such return that relates to Taxes for which the Kontoor Brands Group may be liable pursuant to this Agreement), any necessary explanations of information, and access to personnel, until one year after the expiration of the applicable statute of limitation (giving effect to any extension, waiver or mitigation thereof);

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(ii) the execution of any document that may be necessary (including to give effect to Section  15 ) or helpful in connection with any required Tax Return or in connection with any audit, proceeding, suit or action; and

(iii) the use of the parties’ commercially reasonable efforts to obtain any documentation from a Governmental Authority or a third party that may be necessary or helpful in connection with the foregoing.

(b) Provide Information. Except as set forth in Section  15 , VF and Kontoor Brands shall keep each other reasonably informed with respect to any material development relating to the matters subject to this Agreement.

(c) Tax Attribute Matters. VF and Kontoor Brands shall promptly advise each other with respect to any proposed Tax adjustments that are the subject of an audit or investigation, or are the subject of any proceeding or litigation, and that may affect any Tax liability or any Tax Attribute (including, but not limited to, basis in an asset or the amount of earnings and profits) of any member of the Kontoor Brands Group or any member of the VF Group, respectively.

(d) Confidentiality and Privileged Information . Any information or documents provided under this Agreement shall be kept confidential by the party receiving the information or documents, except as may otherwise be necessary in connection with the filing of required Tax Returns or in connection with any audit, proceeding, suit or action. Without limiting the foregoing (and notwithstanding any other provision of this Agreement or any other agreement), (i) no member of the VF Group or Kontoor Brands Group, respectively, shall be required to provide any member of the Kontoor Brands Group or VF Group, respectively, or any other Person access to or copies of any information or procedures other than information or procedures that relate solely to Kontoor Brands, the business or assets of any member of the Kontoor Brands Group, or matters for which Kontoor Brands or VF Group, respectively, has an obligation to indemnify under this Agreement, and (ii) in no event shall any member of the VF Group or the Kontoor Brands Group, respectively, be required to provide any member of the Kontoor Brands Group or VF Group, respectively, or any other Person access to or copies of any information if such action could reasonably be expected to result in the waiver of any privilege. Notwithstanding the foregoing, in the event that VF or Kontoor Brands, respectively, determines that the provision of any information to any member of the Kontoor Brands Group or VF Group, respectively, could be commercially detrimental or violate any law or agreement to which VF or Kontoor Brands, respectively, is bound, VF or Kontoor Brands, respectively, shall not be required to comply with the foregoing terms of this Section  14(d) except to the extent that it is able, using commercially reasonable efforts, to do so while avoiding such harm or consequence (and shall promptly provide notice to VF or Kontoor Brands, to the extent such access to or copies of any information is provided to a Person other than a member of the VF Group or Kontoor Brands Group (as applicable)).

Section 15. Audits and Contest .

(a) Notice. Each of VF or Kontoor Brands shall promptly notify the other in writing upon the receipt of any notice of Tax Proceeding from the relevant Taxing Authority that may affect the liability of any member of the Kontoor Brands Group or the VF Group, respectively, for Taxes under Applicable Law or this Agreement; provided, that a party’s right to indemnification under this Agreement shall not be limited in any way by a failure to so notify, except to the extent that the Indemnifying Party is prejudiced by such failure.

(b) VF Control . Notwithstanding anything in this Agreement to the contrary but subject to Section 15(d) , VF shall have the right to control all matters relating to any VF Separate Tax Return and any Tax Return, or any Tax Proceeding, with respect to any Tax matters of a Combined Group or any member of a Combined Group (as such). VF shall have absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any Tax matter described in the preceding sentence; provided, however , that to the extent that any Tax Proceeding relating to such a Tax matter is reasonably likely to give rise to an indemnity obligation of Kontoor Brands under Section 11 hereof, (i) VF shall keep Kontoor Brands informed of all material

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developments and events relating to any such Tax Proceeding described in this proviso and (ii) at its own cost and expense, Kontoor Brands shall have the right to participate in (but not to control) the defense of any such Tax Proceeding.

(c) Kontoor Brands Assumption of Control; Non-Distribution Taxes . If VF determines that the resolution of any matter pursuant to a Tax Proceeding (other than a Tax Proceeding relating to Distribution Taxes) is reasonably likely to have an adverse effect on the Kontoor Brands Group with respect to any Post-Distribution Period, VF, in its sole discretion, may permit Kontoor Brands to elect to assume control over disposition of such matter at Kontoor Brands’ sole cost and expense; provided, however , that if Kontoor Brands so elects, it will (i) be responsible for the payment of any liability arising from the disposition of such matter notwithstanding any other provision of this Agreement to the contrary and (ii) indemnify the VF Group for any increase in a liability and any reduction of a Tax asset of the VF Group arising from such matter.

(d) Kontoor Brands Participation; Distribution Taxes . VF shall have the right to control any Tax Proceeding relating to Distribution Taxes, provided that VF shall keep Kontoor Brands fully informed of all material developments and shall permit Kontoor Brands a reasonable opportunity to participate in the defense of the matter.

Section 16. Notices. Any notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, email transmission, or mail, to the following addresses:

if to VF or the VF Group, to:

VF Corporation

105 Corporate Center Blvd.

Greensboro, North Carolina 27408

Attention: Douglas Hassman

Email: [—]

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention:  Neil Barr

Email:        neil.barr@davispolk.com

if to Kontoor Brands or the Kontoor Brands Group, to:

Kontoor Brands

400 N. Elm Street,

Greensboro, North Carolina 27401

Attention:  Luke Medlin

Email:        [—]

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

Section 17. Costs and Expenses. The party that prepares any Tax Return shall bear the costs and expenses incurred in the preparation of such Tax Return. Except as expressly set forth in this Agreement or the Separation Agreement, (i) each party shall bear the costs and expenses incurred pursuant to this Agreement to the extent the

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costs and expenses are directly allocable to a liability or obligation allocated to such party and (ii) to the extent a cost or expense is not directly allocable to a liability or obligation, it shall be borne by the party incurring such cost or expense. For purposes of this Agreement, costs and expenses shall include, but not be limited to, reasonable attorneys’ fees, accountants’ fees and other related professional fees and disbursements.

Section 18. Effectiveness; Termination and Survival. Except as expressly set forth in this Agreement, as between VF and Kontoor Brands, this Agreement shall become effective upon the consummation of the Distribution. All rights and obligations arising hereunder shall survive until they are fully effectuated or performed; provided that, notwithstanding anything in this Agreement to the contrary, this Agreement shall remain in effect and its provisions shall survive for one year after the full period of all applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof) and, with respect to any claim hereunder initiated prior to the end of such period, until such claim has been satisfied or otherwise resolved. This agreement shall terminate without any further action at any time before the Distribution upon termination of the Separation Agreement.

Section 19. Specific Performance. Each party to this Agreement acknowledges and agrees that damages for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and irreparable harm would occur. In recognition of this fact, each party agrees that, if there is a breach or threatened breach, in addition to any damages, the other nonbreaching party to this Agreement, without posting any bond, shall be entitled to seek and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, attachment, or any other equitable remedy which may then be available to obligate the breaching party (i) to perform its obligations under this Agreement or (ii) if the breaching party is unable, for whatever reason, to perform those obligations, to take any other actions as are necessary, advisable or appropriate to give the other party to this Agreement the economic effect which comes as close as possible to the performance of those obligations (including transferring, or granting liens on, the assets of the breaching party to secure the performance by the breaching party of those obligations).

Section 20. Construction. In this Agreement, unless the context clearly indicates otherwise:

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

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

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

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

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

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

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

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

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

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

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

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

Section 21. Entire Agreement; Amendments and Waivers .

(a) Entire Agreement .

(i) This Agreement and the other Distribution Documents constitute the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof and thereof. No representation, inducement, promise, understanding, condition or warranty not set forth herein or in the other Distribution Documents has been made or relied upon by any party hereto or any member of their Group with respect to the transactions contemplated by the Distribution Documents. This Agreement is an “ Ancillary Agreement ” as such term is defined in the Separation Agreement and shall be interpreted in accordance with the terms of the Separation Agreement in all respects, provided that in the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Separation Agreement, the terms of this Agreement shall control in all respects.

(ii) THE PARTIES ACKNOWLEDGE AND AGREE THAT NO REPRESENTATION, WARRANTY, PROMISE, INDUCEMENT, UNDERSTANDING, COVENANT OR AGREEMENT HAS BEEN MADE OR RELIED UPON BY ANY PARTY OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE OTHER DISTRIBUTION DOCUMENTS. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMER SET FORTH IN THE PRECEDING SENTENCE, NEITHER VF NOR ANY OF ITS AFFILIATES HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES IN ANY PRESENTATION OR WRITTEN INFORMATION RELATING TO THE JEANSWEAR BUSINESS GIVEN OR TO BE GIVEN IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS OR IN ANY FILING MADE OR TO BE MADE BY OR ON BEHALF OF VF OR ANY OF ITS AFFILIATES WITH ANY GOVERNMENTAL AUTHORITY, AND NO STATEMENT MADE IN ANY SUCH PRESENTATION OR WRITTEN MATERIALS, MADE IN ANY SUCH FILING OR CONTAINED IN ANY SUCH OTHER INFORMATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE. KONTOOR BRANDS ACKNOWLEDGES THAT VF HAS INFORMED IT THAT NO PERSON HAS BEEN AUTHORIZED BY VF OR ANY OF ITS AFFILIATES TO MAKE ANY REPRESENTATION OR WARRANTY IN RESPECT OF THE JEANSWEAR BUSINESS OR IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS, UNLESS IN WRITING AND CONTAINED IN THIS AGREEMENT OR IN ANY OF THE OTHER DISTRIBUTION DOCUMENTS TO WHICH THEY ARE A PARTY.

(b) Amendments and Waivers .

(i) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by VF and Kontoor Brands, or in the case of a waiver, by the party against whom the waiver is to be effective.

(ii) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise

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thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

Section 22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state.

Section 23. Jurisdiction . The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or in any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from the transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or outside of the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section  16 shall be deemed effective service of process on such party.

Section 24. WAVIER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 25. Dispute Resolution. In the event of any dispute relating to this Agreement, the parties shall work together in good faith to resolve such dispute within thirty (30) days. In the event that such dispute is not resolved, upon written notice by a party after such thirty (30)-day period, the matter shall be referred to a U.S. Tax counsel or other Tax advisor of recognized national standing (the “ Tax Arbiter ”) that will be jointly chosen by the VF and Kontoor Brands; provided, however , that, if the VF and Kontoor Brands do not agree on the selection of the Tax Arbiter after five (5) days of good faith negotiation, the Tax Arbiter shall consist of a panel of three U.S. Tax counsel or other Tax advisor of recognized national standing with one member chosen by the VF, one member chosen by Kontoor Brands, and a third member chosen by mutual agreement of the other members within the following ten (10)-day period. Each decision of a panel Tax Arbiter shall be made by majority vote of the members. The Tax Arbiter may, in its discretion, obtain the services of any third party necessary to assist it in resolving the dispute. The Tax Arbiter shall furnish written notice to the parties to the dispute of its resolution of the dispute as soon as practicable, but in any event no later than ninety (90) days after acceptance of the matter for resolution. Any such resolution by the Tax Arbiter shall be binding on the parties, and the parties shall take, or cause to be taken, any action necessary to implement such resolution. All fees and expenses of the Tax Arbiter shall be shared equally by the parties to the dispute.

Section 26. Counterparts; Effectiveness; Third-Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Except for Section  14(d) and the indemnification and release provisions of Section  11 , neither this Agreement nor any provision hereof is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns.

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Section 27. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto. If any party or any of its successors or permitted assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of such party shall assume all of the obligations of such party under the Distribution Documents.

Section 28. Change in Tax Law. Any reference to a provision of the Code, Treasury Regulations or any other Applicable Tax Law shall include a reference to any applicable successor provision of the Code, Treasury Regulations or other Applicable Tax Law.

Section 29. Performance . Each party shall cause to be performed all actions, agreements and obligations set forth herein to be performed by any member of such party’s Group.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the day and year first written above.

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Exhibit 10.2

TRANSITION SERVICES AGREEMENT

by and between

V.F. CORPORATION

and

KONTOOR BRANDS, INC.

Dated as of May 22, 2019

TABLE OF CONTENTS

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TRANSITION SERVICES AGREEMENT

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

R E C I T A L S

WHEREAS, on or about the date hereof the parties hereto have entered into that certain Separation and Distribution Agreement (as amended, modified or supplemented from time to time, the “ Separation and Distribution Agreement ”), pursuant to which VF has agreed to distribute the Jeanswear Business to the holders of the VF Common Stock as of the Record Date;

WHEREAS, pursuant to the Separation and Distribution Agreement and in connection with the transactions contemplated thereby, VF and Kontoor Brands have agreed to enter into this Agreement in order to provide for the provision both (i) from VF and the VF Group to Kontoor Brands and the Kontoor Brands Group and (ii) from Kontoor Brands and the Kontoor Brands Group to VF and the VF Group of certain transitional services in order to facilitate the orderly transition of the Jeanswear Business from VF and the members of the VF Group to Kontoor Brands and the members of the Kontoor Brands Group, upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the party, or applicable member of its Group, providing an applicable Service (as defined below) hereunder, as set forth in the Services Schedules (as defined below) is referred to as “ Provider ” and the party, or an applicable member of its Group, receiving an applicable Service hereunder, as set forth in the Services Schedules, is referred to as “ Recipient ”.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, conditions, and agreements hereinafter expressed, the parties hereto agree as follows:

ARTICLE I

D EFINITIONS

Section 1.01.     Certain Definitions . (a) The following terms, as used herein, have the following meanings; provided that capitalized terms used but not otherwise defined in this Section 1.01 shall have the respective meanings ascribed to such terms in the Separation and Distribution Agreement:

“ Accounting Referee ” means a nationally recognized independent accounting firm that is jointly retained by the parties.

“ Cyber Event ” means any actual unauthorized, accidental or unlawful access, use, exfiltration, theft, disablement, destruction, loss, alteration, disclosure, transmission of any Systems or any information or data (including any personally identifiable information) stored therein or transmitted thereby.

“ Damages ” means all liabilities, costs, damages, losses, claims, demands, charges, suits, penalties, Taxes and expense (including reasonable attorneys’ and other professionals’ fees and disbursements) and whether or not pursuant to a Third Party Claim.

“ Incident Response Management Services ” means the Services as described under the heading “Information Security - Incident Response Management” in the Services Schedules.

“ Prime Rate ” shall mean the prime rate published in the eastern edition of The Wall Street Journal or a comparable newspaper if The Wall Street Journal shall cease publishing the prime rate.

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“ Services ” shall mean the services set forth on the Services Schedules to be provided, or caused to be provided, by Provider to Recipient pursuant to this Agreement.

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

ARTICLE II

S ERVICES

Section 2.01.     Services . During the Transition Period (as defined below) (or, with respect to a particular Service, such shorter period as may be specified in the Services Schedules with respect to any such Service), VF shall provide (or cause to be provided by an Affiliate or a Subcontractor in accordance with Section 2.04) to Kontoor Brands or the applicable member of its Group the services described on Schedule A-1 attached hereto and Kontoor Brands shall provide (or cause to be provided by an Affiliate or a Subcontractor in accordance with Section 2.04) to VF or the applicable member of its Group the services described on Schedule A-2 attached hereto (together with Schedule A-1, the “ Services Schedules ”). The Services (or any portion thereof) shall be provided for the period of time specified in the Services Schedules; provided that, unless otherwise specified in the Service Schedules, the term of any or all the Services (or any portion thereof) may be earlier terminated by Recipient by providing thirty (30) days prior written notice to Provider (“ Termination Notice ”); provided further that if it is technically infeasible or commercially impracticable to terminate one Service without terminating one or more other Services, Recipient shall be required to concurrently terminate all such Services for which separate termination would be technically infeasible or commercially impractical. Following receipt of a Termination Notice, Provider will provide Recipient with written notice (“ Provider Notice ”) that termination of any applicable Service will require the termination or partial termination of, or otherwise affect the performance of any other Services as a result of the technical infeasibility or commercially impracticality to terminate only the Service requested to be terminated (“ Other Service Implications ”), which notice shall set forth a reasonably detailed overview of any Other Service Implications. Recipient may withdraw its Termination Notice by delivering a withdrawal notice within five (5) Business Days following the receipt of such Provider Notice from Provider. If Recipient does not withdraw the Termination Notice within such period, such Termination Notice will be final and irrevocable (including as to any Other Service Implications) and Recipient

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shall no longer be entitled to receive the Service from Provider. Upon the effective date of termination of any Service pursuant to this Section 2.01, (i) the Provider of the terminated Service will have no further obligation to provide the terminated Service and (ii) the relevant Recipient will have no obligation to pay any future Service Charges relating to any such Service other than (A) the applicable portion of the Service Charge for the remainder of the calendar month in which such termination is effective, (B) Service Charges and any other fees, costs and expenses owed and payable in accordance with the terms of this Agreement in respect of Services provided prior to the effective date of termination and (C) any third party costs and expenses incurred by the Provider or any of its Affiliates in respect of such Services between the time of such termination and the time the provision of such Service would have terminated absent such early termination to the extent Provider cannot avoid the incurrence of such costs or expenses using commercially reasonable efforts, which in each case shall be, from time to time, invoiced and paid as provided in Article III . Upon the effective date of termination of any Service pursuant to this Section 2.01, the relevant Provider shall reduce for the next monthly billing period the amount of the Service Charge for the category of Services in which the terminated Service was included (such reduction to reflect the elimination of all costs incurred in connection with the terminated Service to the extent the same are not required to provide other Services to Recipient), and, upon request of Recipient, Provider shall provide Recipient with documentation and/or information regarding the calculation of the amount of the reduction. In connection with termination of any Service, the provisions of this Agreement not relating solely to such terminated Service shall survive any such termination. Upon thirty (30) days’ advance written notice prior to the expiration of any Service, Recipient may request an extension of such Service by submitting to the relevant Provider an extension request in the form attached hereto as Schedule B. Any such extension shall be effective only by the mutual written agreement of Provider and Recipient to the terms applicable to such Service during any such extension period. For the avoidance of doubt, (x) Provider is not obligated to extend any Service and Services shall only be extended on terms mutually agreed to by Provider and Recipient and (y) in no event shall any extension provide for an extension of any Service for a period that would exceed, in the aggregate, twenty-four (24) months from the Distribution Date.

Section 2.02.     Standard for Service . (a) Except as otherwise provided in this Agreement or the Services Schedules, Provider agrees to use its commercially reasonable efforts to perform each Service such that the nature, quality, standard of care, skill, level of priority and the service level at which such Service is performed is not materially less than the nature, quality, standard of care, level of priority and service level at which substantially the same service was provided to the Recipient and the members of its Group, as applicable, during the twelve (12) month period immediately prior to the date hereof (or, if not so previously provided, then substantially the same as that applicable to similar services provided by Provider).

(b)    It is understood and agreed that Provider may from time to time modify, change or enhance the manner, nature, quality and/or standard of care of any Service provided to Recipient or the members of its Group to the extent Provider is making a similar change in the performance of services similar to such Services for Provider or the members of its Group or to the extent that such change is in connection with the relocation of Provider’s employees; provided that any such modification, change or enhancement will not reasonably be expected to have a material adverse effect on the provision of such Service in accordance with the standards set forth in Section 2.02(a).

(c)    The Services shall only be made available by the applicable Provider for, and the applicable Recipient shall only be entitled to utilize the Services for, the benefit of the operation of its respective Business.

Section 2.03.     Consents . The parties hereto shall cooperate and use commercially reasonable efforts to obtain any consents, permits or licenses from any third party that may be required in connection with the provision of the Services hereunder; provided that (i) Provider shall not be required to provide any Service hereunder to the extent the provision of such Service is prevented by the failure, after the exercise of commercially reasonable efforts, to obtain any such consent, permit or license and (ii) Provider shall not be required to pay any such third party any amounts to obtain any such consents, permits or licenses.

Section 2.04.     Subcontracted Services . Provider may, directly or through one or more Affiliates, hire or engage one or more subcontractors or other third parties (each, a “ Subcontractor ”), or cause one or more of its Affiliates, to perform any or all of Provider’s obligations to provide Services under this Agreement; provided ,

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that Provider shall remain ultimately responsible for ensuring that the obligations set forth in this Agreement are satisfied with respect to any Service provided by any Subcontractor or Affiliate.

Section 2.05.     Management of Services . Management of, and control over, the provision of the Services provided hereunder (including the determination or designation at any time of the equipment, employees and other resources of Provider, its Affiliates or any Subcontractor engaged in accordance with Section 2.04 to be used in connection with the provision of such Services as set forth herein) shall reside solely with Provider; provided that (i) the Services shall, at all times, be provided in accordance with the standards and requirements set forth herein and in the Services Schedules, and (ii) the Services shall, at all times, be administered by the parties, the members of each of their respective Groups and each of their respective employees, officers, directors and agents in accordance with the governance model set forth on Schedule C (the “ Governance Model ”). Without limiting the generality of the foregoing, except as provided in the Services Schedules or the Governance Model, all labor matters relating to any employees of Provider, its Affiliates and any Subcontractor shall be within the exclusive control of such entity, and Recipient shall not have any rights with respect to such matters. Except as provided in the Services Schedules or Section 3.01, Provider shall be solely responsible for the payment of all salary and benefits and all applicable Taxes and premiums and remittances with respect to employees of Provider used to provide any Services hereunder. Except as expressly provided in the Services Schedules, Provider shall be an independent contractor in connection with the performance of Services hereunder for any and all purposes (including federal or state tax purposes), and the Persons performing Services in connection herewith shall not be deemed to be employees or agents of Recipient.

Section 2.06.     Ownership . All procedures, methods, systems, strategies, tools, equipment, facilities and other resources owned by Provider, its Affiliates, or any Subcontractor and used by them in connection with the provision of Services (for the avoidance of doubt, excluding any such items being the property of Recipient that are provided by Recipient to Provider to facilitate Provider’s provision of the Services to Recipient) hereunder shall remain the property of Provider, its Affiliates or such Subcontractor and shall at all times be under the sole direction and control of Provider, its Affiliates or such Subcontractor.

Section 2.07.     Local Agreements . With respect to Services delivered in a particular country and to the extent required by applicable Law or local practice, the parties may cause the members of their respective Groups providing such Service to enter into one or more local services agreements for the purpose of implementing this Agreement in that country or with respect to any particular Service to be performed in such country; provided that to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any such agreement, this Agreement shall control with respect to all matters.

ARTICLE III

S ERVICE C HARGES

Section 3.01.     Service Charges . Recipient shall pay to Provider in respect of such Services the fee that is set forth on the Services Schedule for such Services (or category of Services, as applicable) (each such fee constituting a “ Service Charge ”). During the term of this Agreement, the amount of a Service Charge for any Service (or category of Services, as applicable) shall not increase, except (i) to the extent such costs and amounts increase for other business units of Provider using the same service at the same location, (ii) changes in actual compensation and benefits costs or (iii) as reasonably required by VF in order to preserve the Intended Tax Treatment (as defined in the Tax Matters Agreement) of the Distribution in accordance with Applicable Law. For the avoidance of doubt, out-of-pocket costs paid to any third party provider that is providing goods or services used by Provider in providing the Services (e.g., license costs for software) and any Taxes (including any value added, excise, sales, use and similar Taxes) imposed under Applicable Law on or on account of the provision of Services (but not on any income of Provider received in connection with the provision of such Services) will be an incremental cost to Recipient in addition to the Service Charges and will be charged to Recipient at the actual third party cost or amount of Taxes so imposed.

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Section 3.02.     Invoices . In accordance with the Services Schedules, Provider shall deliver invoices to Recipient in the local, functional currency of such Provider and Recipient on a monthly basis on the 15th day of each month with respect to Services provided in the previous month; provided that no invoices shall be delivered pursuant to this Section 3.02 in respect of the period between Distribution Date and the end of the calendar month in which the Distribution Date occurs (the “ Stub Month ”), and any amounts to be invoiced by an applicable Provider in respect of the Stub Month shall be included in the invoice to be delivered by such Provider in respect of Services provided in the full calendar month immediately following the Distribution Date. Each invoice shall set forth a description of the Services to which it relates and reference to the applicable section of the Services Schedules.

Section 3.03.     Payment . Subject to Section  3.04 , Recipient shall pay the amount of an invoice by wire transfer to Provider within thirty (30) days of the date of receipt of such invoice (the “ Payment Date ”) to the account specified by Provider; provided that in the event for any applicable invoicing period, multiple payments in the same currency are required to be paid or received pursuant to this Section 3.03 between a member of the VF Group (whether as Provider or Recipient), on the one hand, and a member of the Kontoor Brands Group (whether as Provider or Recipient), on the other hand, then for purposes of making such payments pursuant to this Section 3.03 , such amounts shall be netted and one payment between such parties will be made on a net basis. If the Recipient fails to pay the undisputed portion of any amount payable (including pursuant to Section  3.04 ) by the applicable Payment Date, the Provider may require the Recipient to pay to the Provider, in addition to the amount due, interest at an interest rate of the Prime Rate, compounded monthly, accruing from the applicable Payment Date through and including the date of actual payment.

Section 3.04.     Invoice Disputes . If Recipient delivers written notice of a good faith dispute of any invoiced amount provided on an invoice within fifteen (15) days of receipt thereof (the “ Invoice Objection ”), Recipient and Provider shall attempt in good faith to resolve such dispute within thirty (30) days after the delivery of such Invoice Objection. If Recipient and Provider are able to resolve such dispute within such thirty (30) day period, the Payment Date for the amount Recipient and Provider agreed shall be ten (10) days after such resolution. If Recipient and Provider are unable to resolve all such disputes within such thirty (30) day period, the matters remaining in dispute shall be submitted to the Accounting Referee to resolve any remaining disputed items as soon as practicable, but in no event later than sixty (60) days after its retention. The resolution of disputed items by the Accounting Referee shall be final and binding. The cost of such Accounting Referee’s review and report shall be borne by Provider and Recipient in inverse proportion as they may prevail on the matters resolved by the Accounting Referee, which proportionate allocation shall be calculated on an aggregate basis based on the relevant dollar values of the amounts in dispute and shall be determined by the Accounting Referee at the time the determination of such Accounting Referee is rendered on the merits of the matters submitted. The Payment Date for any amounts the Accounting Referee determines are owed shall be ten (10) days after the Accounting Referee renders its decision.

Section 3.05.     No Set-off Rights . Subject to the foregoing Recipient shall pay the full amount of the Service Charges and shall not set-off, counterclaim or otherwise withhold any amount owed to Provider under this Agreement on account of any obligation owed by Provider to Recipient.

ARTICLE IV

I NTELLECTUAL P ROPERTY

Section 4.01.     Title to Intellectual Property .

(a)    This Agreement and the performance of the Services hereunder will not affect or result in the transfer of any rights, title and interest in or to, or the ownership of, any Intellectual Property of Provider or any other member of its Group and neither party will gain, by virtue of this Agreement or the provision of Services hereunder, by implication or otherwise, any rights, title, interest, license or ownership in, to or under any Intellectual Property owned by the other party or any other member of such other party’s Group. For the

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avoidance of doubt, to the extent Provider uses any Intellectual Property in connection with providing a Service hereunder, such Intellectual Property, and any derivative works or modifications thereof or improvements thereto (collectively, “ Improvements ”), shall remain, as between the parties, the sole and exclusive property of Provider. To the extent ownership of any such Intellectual Property and Improvements does not vest in Provider, Recipient hereby assigns to Provider all of its right, title and interest in and to such Intellectual Property and Improvements.

ARTICLE V

T AX

Section 5.01.     Cooperation for Statutory and Tax Filings . Recipient undertakes and agrees to cooperate in accordance with the standard for Services described in Section 2.02 to enable Provider to complete in a timely manner any and all statutory and Tax filings required to be filed by Provider that include any information related to their respective Business, as applicable. Recipient will provide and, as applicable, cause its employees and its Affiliates and their employees to provide, all such reasonable cooperation to Provider, the members of its Group and their respective representatives with respect to such filings as is reasonably requested including preparing or causing to be prepared (to the extent consistent with past practices) and furnishing or causing to be furnished records, information, work papers, reports and other documents as requested by Provider, its Affiliates or their respective representatives and causing Transferred Employees who possess relevant knowledge to make themselves available for consultation with respect to the foregoing; provided , that notwithstanding anything to the contrary in this Section 5.01, Recipient will only be obligated to cause any Person to cooperate with Provider pursuant to this Section 5.01 if and for so long as Recipient is capable of directing the actions of such Person. This Section 5.01 shall not be construed to require VF or any member of its Group to make available any Tax Return (as defined in the Tax Matters Agreement) to Kontoor Brands or any member of its Group unless the provision of such Tax Return is expressly contemplated by the Tax Matters Agreement.

ARTICLE VI

T ERM AND T ERMINATION

Section 6.01.     Transition Period . The term of this Agreement (the “ Transition Period ”) shall commence on the date hereof and continue with respect to each of the Services for the term set forth on the Services Schedule, unless earlier terminated pursuant to this Article VI or, with respect to any given Service or Services, pursuant to Section 2.01.

Section 6.02.     Termination .

(a)    Notwithstanding Section 6.01, each party reserves the right to immediately terminate this Agreement by written notice to the other in the event that:

(i)    the other party breaches or is in default of any material obligation under this Agreement and such breach or default remains uncured for thirty (30) days after receipt of written notice from the non-breaching party;

(ii)    the other party shall (A) apply for or consent to the appointment of a receiver, trustee or liquidator, (B) admit in writing a general inability to pay debts as they mature, (C) make a general assignment for the benefit of creditors, or (D) file a voluntary petition or have filed against it a petition (which is not dismissed within sixty (60) days) for an order of relief under the federal bankruptcy code, as the same may be amended, so as to take advantage of any insolvency laws or to file an answer admitting the general obligations of an insolvency petition; or

(iii)    the other party shall have been prevented from exercising normal managerial control over all or any substantial part of its property by reason of the entry of any order, judgment or decree by any court or

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governmental agency of competent jurisdiction approving a petition seeking the reorganization of such party, or appointment of a receiver, trustee, liquidator or the like of such party or a substantial part of its assets.

(b)    This Agreement may be terminated upon the mutual written consent of the parties hereto.

(c)    Upon the effective date of termination of this Agreement pursuant to this Article VI, neither party will have any further obligations to provide Services or pay any future Service Charges relating to any Services; provided that Recipient shall remain obligated to the relevant Provider for the Service Charges and any other fees, costs and expenses owed and payable in accordance with the terms of this Agreement in respect of Services provided prior to the effective date of termination.

(d)    Except as provided for in Section 2.01, any termination of this Agreement with respect to any one or more Services pursuant to Section 2.01 shall not terminate this Agreement with respect to any other Service then being provided pursuant to this Agreement.

(e)     Survival . The parties hereby acknowledge and agree that the obligations of each party set forth in Section 2.01, Section 2.06, Section 5.01, Section 6.02(c), Section 6.02(e), Article VII and Article IX hereof shall survive any termination of this Agreement.

ARTICLE VII

L IMITATION OF L IABILITY ; I NDEMNITY

Section 7.01.     Limitation of Liability . (a) Provider may rely conclusively on, and will have no liability to Recipient for acting pursuant to and in accordance with, any notice or request which Recipient or those acting on its behalf provides to Provider in connection with the performance of the Services.

(b)    NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NO PARTY HERETO SHALL BE LIABLE FOR (I) ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, INDIRECT OR OTHER SIMILAR DAMAGES OR DAMAGES FOR LOST PROFITS OR DIMINUTION IN VALUE) EXCEPT TO THE EXTENT THAT THE OTHER PARTY IS REQUIRED TO PAY ANY SUCH AMOUNTS TO A THIRD PARTY, IN EACH CASE ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR ANY OF THE SERVICES PROVIDED HEREUNDER (INCLUDING DELIVERABLES ASSOCIATED THEREWITH), INCLUDING PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR (II) THE FURNISHING, PERFORMANCE, OR USE OF ANY GOODS OR SERVICES SOLD OR PERFORMED PURSUANT HERETO, WHETHER BASED UPON AN ACTION OR CLAIM IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), BREACH OF WARRANTY, OR OTHERWISE, IN EACH CASE, EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF SUCH PARTY. FURTHER, THE LIABILITY OF PROVIDER TO RECIPIENT FOR ANY LOSS OR DAMAGE ARISING IN CONNECTION WITH PROVIDING THE SERVICES HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT BILLED OR BILLABLE TO RECIPIENT UNDER THIS AGREEMENT FOR THE SERVICE THAT IS THE SUBJECT OF THE DISPUTE.

(c)    EACH PARTY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED ON AN “AS IS, WHERE IS” BASIS AND “WITH ALL FAULTS” AND THAT PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES TO BE PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WHICH ARE SPECIFICALLY DISCLAIMED.

Section 7.02.     Indemnification . (a) Except to the extent otherwise provided in this Agreement, Recipient shall indemnify, defend and hold harmless Provider and its Affiliates and all of their respective directors,

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officers, employees, agents, successors and assigns against, any Damages which any such Person may sustain or incur arising out of, related to or resulting from the performance of the Services by Provider or any of the members of its Group, including by reason of any claim, demand, suit or recovery by any third party, except to the extent such Damages arise out of or result from Provider’s or any of its Affiliates’ or Subcontractors’ gross negligence or intentional misconduct.

(b)    Except to the extent otherwise provided in this Agreement, Provider shall indemnify, defend and hold harmless Recipient and its Affiliates and all of their respective directors, officers, employees, agents, successors and assigns against, any Damages which any such Person may sustain or incur arising out of, related to or resulting from Provider’s or any of its Affiliates’ or Subcontractors’ provision of any Services to Recipient or any of the members of its Group, including by reason of any claim, demand, suit or recovery by any third party, solely to the extent such Damages are caused by the gross negligence or intentional misconduct of Provider of its Affiliates or Subcontractors.

(c)    Section 5.04 of the Separation and Distribution Agreement is hereby incorporated into this Agreement by this reference, mutatis mutandis , in relation to claims of indemnification made by Provider under Section 7.02(a) hereof.

Section 7.03.     Obligation to Correct . In the event of any breach of this Agreement by Provider with respect to any material error or defect in the provision of any individual Service, Provider shall, at Recipient’s request, correct such error or defect or re-perform such Service in a timely manner as promptly as practical after Recipient’s request at the expense of Provider.

Section 7.04.     Exclusive Remedy . The provisions of this Article VII shall be the sole and exclusive remedies of the Provider, Recipient or any of their Affiliates and all of their respective directors, officers, employees, agents, successors and assigns, as applicable, for any Damages, whether arising from statute, principle of strict liability, tort, contract or any other theory of liability at law or in equity under this Agreement.

ARTICLE VIII

A CCESS AND D ATA P ROTECTION

Section 8.01.     Access to Records and Properties . Recipient shall, during normal business hours and with reasonable prior notice, in such a manner as to not interfere unreasonably with the conduct of the Kontoor Brands Business or the VF Business, as applicable, provide Provider (a) with access to or copies of information (including, if necessary, its books and records) and (b) physical access to computer and communications systems, servers, software and other information technology equipment (“ Systems ”) in order to maintain or service such system servers, software and equipment, in each case solely for the purposes of Provider’s provision of the Services and solely to the extent necessary for Provider to provide the Services.

Section 8.02.     Systems . The parties will reasonably cooperate to ensure that only those persons who are specifically authorized to have access to the Systems of Provider, Recipient or any of the members of their respective Group gain such access, and such persons shall access such Systems only for the limited purpose of supporting the provision of the Services and shall abide by any and all access policies, procedures, rules and restrictions applicable to such Systems, including with respect to data security and applicable security, privacy and antitrust laws, that are provided to such person in advance of such access or from time to time thereafter. The parties will take all reasonable steps to prevent the unauthorized or unlawful access, use, damage, disablement, destruction, alteration, disruption, impairment or loss of such Systems and any information contained therein.

The parties acknowledge and agree that certain data protection matters resulting from the processing of personal data relating to performance of the Services shall be addressed and governed by a Data Processing Agreement, substantially in the form attached as Exhibit A hereto, to be entered into by the parties, in accordance with applicable privacy laws.

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Section 8.03.     Cyber Events . In the event that either party (or any member of its Group) becomes aware of an actual or suspected Cyber Event of any of the Systems used by or on behalf of either party (or any member of either party’s Group) that is reasonably likely to relate to or otherwise affect any Service (including any data processing activities provided as part of any Service), then (a) such party shall immediately notify the other party, (b) to the extent that VF or any member of its Group is providing Incident Response Management Services to the Kontoor Brands Group, VF shall, as promptly as practicable, initiate the response to such Cyber Event in accordance with its applicable incident response policies and procedures and the applicable Services Schedule, and (c) to the extent that VF and the other members of its Group are no longer providing Incident Response Management Services to the Kontoor Brands Group, the representatives of each party shall, as promptly as practicable, meet, confer (including by sharing all relevant information relating to such Cyber Event) and determine which party shall lead the response to such Cyber Event (such party, the “ Responding Party ”), which response shall be carried out in accordance with the Responding Party’s applicable incident response policies and procedures. The parties acknowledge and agree that, in the event of any such Cyber Event, time shall be of the essence, and accordingly, in the case of the foregoing clause (c), the determination of the Responding Party shall be made by VF in its sole discretion (after considering in good faith any comments from Kontoor Brands with respect thereto).

ARTICLE IX

M ISCELLANEOUS

Section 9.01.     Notice . Except with respect to routine communications in accordance with the terms of the Governance Model, any notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, mail, or e-mail transmission to the following addresses:

If to VF to:

VF Corporation

105 Corporate Center Blvd.

Greensboro, North Carolina 27408

Attn: General Counsel’s Office

Email: [—]

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

If to Kontoor Brands to:

Kontoor Brands, Inc.

400 N. Elm Street,

Greensboro, North Carolina 27401

Attn: General Counsel’s Office

Email: [—]

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with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

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

Section 9.02.     Force Majeure . Provider shall not (and no Person acting on Provider’s behalf shall) be responsible for a delay in or non-performance with respect to the delivery of any Service if the performance of such Service becomes impossible or impracticable, including, as a result of an act of god or public enemy, war, terrorism, government acts or regulations, fire, flood, embargo, quarantine, epidemic, unusually severe weather or other cause similar to the foregoing (a “ Force Majeure Event ”); provided , however , that Provider notifies the Recipient as soon as reasonably practicable, in writing, upon learning of the occurrence of the Force Majeure Event. Subject to compliance with this Section 9.02, Provider’s obligations hereunder with respect to such Service shall be postponed for such time as its performance is suspended or delayed on account of the Force Majeure Event, and upon the cessation of the Force Majeure Event, Provider will use its commercially reasonable efforts to resume its performance hereunder.

Section 9.03.     Confidentiality . Each party acknowledges that it or a member of its Group may have in its possession, and, in connection with this Agreement, may receive, Confidential Information of the other party or any member of its Group (including information in the possession of such other party relating to its clients or customers). Each party shall hold and shall cause its Representatives and the members of its Group and their Representatives to hold in strict confidence and not to use, except as permitted by this Agreement all such Confidential Information concerning the other Group unless (a) such party or any of the members of its Group or its or their Representatives is compelled to disclose such Confidential Information by judicial or administrative process or by other requirements of Applicable Law or (b) such Confidential Information can be shown to have been (i) in the public domain through no fault of such party or any of the members of its Group or its or their Representatives, (ii) lawfully acquired after the Distribution Date on a non-confidential basis from other sources not known by such party to be under any legal obligation to keep such information confidential or (iii) developed by such party or any of the members of its Group or its or their Representatives without the use of any Confidential Information of the other Group. Notwithstanding the foregoing, such party or member of its Group or its or their Representatives may disclose such Confidential Information to the members of its Group and its or their Representatives so long as such Persons are informed by such party of the confidential nature of such Confidential Information and are directed by such party to treat such information confidentially. The obligation of each party and the members of its Group and its and their Representatives to hold any such Confidential Information in confidence shall be satisfied if they exercise the same level of care with respect to such Confidential Information as they would with respect to their own proprietary information. If such party or any of a member of its Group or any of its or their Representatives becomes legally compelled to disclose any documents or information subject to this Section 9.03, such party will promptly notify the other party and, upon request, use commercially reasonable efforts to cooperate with the other party’s efforts to seek a protective order or other remedy. If no such protective order or other remedy is obtained or if the other party waives in writing such party’s compliance with this Section 9.03, such party or the member of its Group or its or their Representatives may furnish only that portion of the information which it concludes, after consultation with counsel, is legally required to be disclosed and will exercise its commercially reasonable efforts to

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obtain reliable assurance that confidential treatment will be accorded such information. Each party agrees to be responsible for any breach of this Section 9.03 by it, the members of its Group and its and their Representatives.

Section 9.04.     No Partnership, Joint-Venture Or Agency Created . The relationship of Provider and Recipient shall be that of independent contractors only. Nothing in this Agreement shall be construed as making one party a partner, joint-venturer, agent or legal representative of the other or otherwise as having the power or authority to bind the other in any manner.

Section 9.05.     Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party hereto. If any party or any of its successors or permitted assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of such party shall assume all of the obligations of such party under this Agreement.

Section 9.06.     Counterparts; Effectiveness . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 9.07.     Interpretation; Incorporation of Terms by Reference . This Agreement is an “ Ancillary Agreement ” as such term is defined in the Separation and Distribution Agreement and shall be interpreted in accordance with the terms of the Separation and Distribution Agreement in all respects, provided that in the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Separation and Distribution Agreement in respect of the subject matter of this Agreement, the terms of this Agreement shall control in all respects. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 9.08.     Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state.

Section 9.09.     Jurisdictions . The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or in any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from the transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or outside of the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 9.01 shall be deemed effective service of process on such party.

Section 9.10.     WAVIER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING

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ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 9.11.     Specific Performance . Each party to this Agreement acknowledges and agrees that damages for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and irreparable harm would occur. In recognition of this fact, each party agrees that, if there is a breach or threatened breach, in addition to any damages, the other nonbreaching party to this Agreement, without posting any bond, shall be entitled to seek and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, attachment, or any other equitable remedy which may then be available to obligate the breaching party (i) to perform its obligations under this Agreement or (ii) if the breaching party is unable, for whatever reason, to perform those obligations, to take any other actions as are necessary, advisable or appropriate to give the other party to this Agreement the economic effect which comes as close as possible to the performance of those obligations (including, but not limited to, transferring, or granting liens on, the assets of the breaching party to secure the performance by the breaching party of those obligations).

Section 9.12.     Performance . Each party shall cause to be performed all actions, agreements and obligations set forth herein to be performed by any member of such party’s Group.

Section 9.13.     Amendments; No Waivers . (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by VF and Kontoor Brands, or in the case of a waiver, by the party against whom the waiver is to be effective.

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

* * * * *

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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly executed as of the day and year first above written.

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Exhibit A

Data Processing Agreement

This Data Processing Agreement (“ DPA ”) is entered into by and between

(each a “ Party ” and collectively the “ Parties ”).

NOW, THEREFORE, in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of individuals for the transfer by the Controller to the Processor of the Personal Data specified in Appendix 1, the Parties have entered into this DPA as follows:

1.    Definitions

For the purposes of this DPA, the terminology and definitions as used by the GDPR shall apply. In addition, the terms defined throughout the DPA and below shall apply:

2.     General responsibilities of the Parties

2.1      Responsibilities of the Controller

2.1.1     The Controller is responsible to confirm that the processing activities relating to the Personal Data, as specified in the Services Agreement and this DPA, are lawful, fair and transparent in relation to the Data Subjects, as set out in Appendix 1. The Controller is responsible to confirm that Data Subjects are informed of the collection of special categories of personal data or Personality Profiles, whereas Data Subjects must be notified of the Controller, the purpose of the processing and the categories of data recipients (article 14 FADP).

2.1.2     The Controller is responsible to confirm before processing is carried out that the technical and organizational measures of the Processor, as set out in Appendix 2, are appropriate and sufficient to protect the rights of the Data Subject.

2.1.3     The Controller is responsible to comply with any notification and/or registration obligation set forth by the FADP prior to the a transfer of Personal Data.

2.2      Obligations of the Processor

2.2.1     The Processor agrees and warrants that it will process the Personal Data only on behalf of the Controller and in compliance with its instructions and this DPA. If it cannot provide such compliance for whatever reasons, it agrees to inform promptly the Controller of its inability to comply, in which case, the Controller is entitled to suspend the transfer of data and/or terminate the Service Agreement and this DPA.

2.2.3     The Processor is obliged to implement the technical and organizational measures as specified in Appendix 2 before processing the Personal Data on behalf of the Controller. The Processor may amend the technical and organizational measures from time to time provided that the amended technical and organizational measures are not less protective than those set out in Appendix 2.

2.2.4     The Processor agrees and warrants that it will deal promptly and properly with all inquiries from the Controller relating to its processing of the Personal Data subject to the transfer and to abide by the advice of the supervisory authority with regard to the processing of the data transferred.

2.2.5     The Processor shall be obliged to ensure that persons authorized to process the Personal Data on behalf of the Controller, in particular employees of Processor and any Sub-processors, including their employees, process such Personal Data in compliance with the Controller’s instructions.

2.2.6     The Processor is obliged to provide to the Controller the respective information on records of processing activities relating to the services under this DPA, to the extent necessary for the Controller to comply with its obligation to maintain records of processing.

2.2.7     If so required by the Controller, the Processor shall provide required assistance to the Controller in ensuring the Controller’s compliance relating to data protection impact assessments and prior consultation with the supervisory authorities, taking into account the nature of the processing and the information available to the Processor.

2.2.8     Whether the Processor has appointed a DPO (if required by applicable data protection law) and/or a representative (if the Processor is established outside the Union), is obliged to provide the DPO (and/or representative) contact details to the Controller.

2.2.9     The Processor is obliged - at the choice of the Controller - to delete or return to the Controller all Personal Data which are processed by the Processor on behalf of the Controller under this DPA after the end of the provision of the Services, and delete any existing copies. Where the Processor is to delete the Personal Data, it shall certify to the Controller that it has done so, unless EU or Member State law requires the Processor to retain such Personal Data. In that case, the Processor warrants that it will guarantee the confidentiality of the Personal Data transferred and will not actively process the Personal Data transferred anymore.

2.2.10     The Processor shall not disclose or transfer any Personal Data processed on behalf of the Controller to any third party, without previously informing the Controller and obtaining the Controller’s prior written consent, unless it is legally required or permitted to do so under applicable law.

2.2.11     The Processor, and any Sub-processor appointed according to Section 8 of this DPA, cooperates with the Controller and with the Supervisory Authority, upon request, in the provision of documents, in the performance of obligations and/or in any further tasks, when such tasks are requested directly or indirectly by a Supervisory Authority.

2.3     The Parties are required to comply with those obligations under the GDPR, the FADP and under any other applicable data protection laws that apply to the Controller in its role as data controller or to the Processor in its role as data processor.

3.    Instructions

3.1     As required by Section 2.2.1 of this DPA, the Processor is obliged to process the Personal Data only on behalf of the Controller and in accordance with Controller’s instructions and the Services Agreement (including this DPA), including with regard to transfers of Personal Data to a third country or an international organization, unless the Processor is required to do so by EU or EU Member State law to which the Processor is subject. In such a case, the Processor shall inform the Controller of that legal requirement under EU or EU Member State

law before processing the Personal Data beyond the Controller’s instructions, unless that law prohibits such information on important grounds of public interest, in which case the information to Controller shall specify the legal requirement under such EU or EU Member State law.

3.2     The Controller may give specifications to such instructions provided in this DPA and the Services Agreement as well as further instructions. Any further instructions that go beyond the instructions contained in this DPA or the Services Agreement shall be within the subject matter of the Services Agreement and this DPA. Otherwise, the further instruction requires a change request pursuant to the Services Agreement.

3.3     Instructions shall be given in writing, unless the urgency or other specific circumstances require another (e.g. oral, electronic) form. Instructions in another form than in writing or in electronic form shall be documented in appropriate form.

3.4     The Processor shall, in addition to other notification obligations provided in this DPA, notify the Controller, without undue delay, if it holds that an instruction violates applicable data protection laws (“ Challenged Instruction ”). Upon providing such notification, the Processor is not obliged to follow the Challenged Instruction. If the Controller confirms the Challenged Instruction upon the Processor’s information and acknowledges its liability for the Challenged Instruction, the Processor will implement such Challenged Instruction, unless the Challenged Instruction relates to (i) the implementation of technical and organizational measures, (ii) the rights of the Data Subjects, or (iii) the engagement of Sub-processors. In case of (i) to (iii), the Controller may contact a competent supervisory authority for a legal assessment of the Challenged Instruction. If the supervisory authority declares the Challenged Instruction as lawful, the Processor shall follow the Challenged Instruction.

4.    Monitoring, audits, and inspections by the Controller

4.1     In order to assist the Controller with its legal obligation to diligently choose a service provider, the Processor shall monitor, by appropriate means, its own compliance and the compliance of its employees and Sub-processors with the respective data protection obligations of the Processor laid down in Art. 28 of the GDPR and in this DPA in connection with the services. The Processor is obliged to make available to the Controller any information necessary to demonstrate compliance with such obligations. To document such self-monitoring activities, the Processor will provide to the Controller periodic (at least annual) and, if available, occasion-based reports (also on demand of the Controller) regarding such controls (“ Audit Report ”). The Audit Reports shall be limited to information and data processing systems that are relevant to the Services but shall at least include confirmation of proper instruction to the employees and Sub-processors, compliance with the technical and organizational measures, confirmation of commitment to data secrecy, any occurred data breaches and/or security incidents, and the required and/or recommended improvements. The Controller shall have the right to request such audit reports at any time in order to control the Processor’s compliance with its data protection obligations.

4.2     Controller may request inspections conducted by the Controller or another auditor mandated by the Controller (“ On-Site Audit ”). Such On-Site Audit is subject to the following conditions: (i) On-Site Audits are limited to processing facilities and personnel of the Processor involved in the processing activities covered by this DPA; (ii) On-Site Audits occur no more than once annually or as required by applicable data protection law or by a competent supervisory authority or immediately subsequent to a material Security Breach that affected the Personal Data processed by the Processor under this DPA; (iii) may be performed during regular business hours, without substantially disrupting the Processor’s business operations and in accordance with the Processor’s security policies, and after a reasonable prior notice; and (iv) the Controller shall bear any costs arising out of or in connection with the On-Site Audit at the Controller and the Processor, unless such On-Site Audit identified that the Processor is not in compliance with its obligations in Art. 28 of the GDPR, in this DPA or in any applicable data protection law in which case the Processor shall bear any such costs. The Controller may create an audit report summarizing the findings and observations of the On-Site Audit (“ On-Site Audit Report ”). On-Site Audit Reports as well as Audit Reports are confidential information of the Processor and the

Controller will not disclose them to third parties except for the Controller’s legal counsel and consultants, the Controller’s data protection officer, the Controller’s employees, and the other affiliates of the Controller or if the Controller is required to disclose the information under applicable data protection law or upon a request from a competent supervisory authority or if the Processor consented to the disclosure.

5.    Data secrecy

5.1     The Processor shall be obliged to ensure that persons authorized to process the Personal Data on behalf of the Controller, in particular employees of Processor and any Sub-processors, including their employees, have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality relating to the Personal Data and processing activities covered by this DPA. Upon request, Processor will demonstrate compliance with this obligation.

6.    Notification obligation and Security Breach

6.1     In addition to other notification obligations provided in this DPA, the Processor shall notify Controller without undue delay about: (i) any legally binding request for disclosure of the Personal Data by a law enforcement authority, unless otherwise prohibited (such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation), or any orders by courts and competent regulators/authorities relating to the processing of Personal Data under this DPA; (ii) any complaints or requests received directly from a Data Subject (e.g., regarding access, rectification, erasure, restriction of processing, data portability, objection to processing of data, automated decision-making) without responding to that request unless the Processor has been otherwise authorized to do so or otherwise required by applicable law; and (iii) any Security Breach as defined herein or by applicable data protection law relating to the Services provided by the Processor.

In any case, the Processor shall communicate to the Controller within max of 4 hours that the Security Breach has occurred. Within the further max 20 hours the Processor shall collect and provide to the Controller the following detailed information:

The Processor shall assist the Controller with the Controller’s obligation under applicable data protection law to inform the Data Subjects and the supervisory authorities, as applicable, by providing relevant information taking into account the nature of the processing and the information available to the Processor.

6.2     The Processor will indemnify and hold the Controller harmless of any claims, damages, liabilities, assessments, losses, costs, administrative fines and other expenses (including, without limitation, reasonable attorneys’ fees and legal expenses) arising out of or resulting from any claim, allegation, demand, suit, action,

order or any other proceeding by a third party (including supervisory authorities) which the Controller suffers due to a Security Breach caused by the Processor, Processor’s employees, directors, managers, agents or other staff members or by Processor’s Sub-processors.

7.    Response to Data Subject requests

7.1     The Processor shall assist the Controller, especially through appropriate technical and organizational measures, insofar as this is possible, with the fulfilment of the Controller’s obligation to respond to requests for exercising the Data Subject’s rights.

7.2     In addition to the assistance specified above, the Controller may request and require additional assistance from the Processor in order to comply with the rights exercised by the Data Subjects. The Controller is obliged to determine whether or not a Data Subject has a right to exercise any such Data Subject rights and to give specifications to the Processor to what extent the assistance is required.

8.    Sub-processing

8.1     The Processor shall not engage any Sub-processor without previously informing the Controller and obtaining the Controller’s prior written consent. Provided that Processor obtains such prior specific authorization, Processor’s engagement of Sub-processors is subject to the following conditions:

8.2     The Controller hereby expressly approves the Sub-processors engaged by the Processor for providing the Services before and up to the date of signing of this DPA.

9.     Local law compliance

9.1     The Parties have the right to ask for changes to any part of this DPA to the extent required to satisfy any interpretations, guidance or orders issued by competent Union or Member State authorities, the competent Swiss authorities, national implementation provisions, or other legal developments concerning the GDPR and FADP requirements for the commissioning of data processors in general or other requirements for the commissioning of data processors. The Parties will agree on the necessary changes in good faith effort taking their obligation to carry out this contractual relationship in compliance with applicable data protection law into account.

10.    Effectiveness, term and termination

10.1     This DPA shall be effective from March 31st, 2019 and shall have the same term as the Services Agreement. Save as otherwise agreed herein, termination rights and requirements shall be the same as set forth in the Services Agreement.

11.    Document hierarchy

11.1     In the event of contradictions or inconsistencies between the provisions of this DPA and the Services Agreement and/or other agreements between the Parties, the provisions of this DPA shall prevail with regard to the Parties’ data protection obligations. In case of doubt as to whether clauses in such other agreements relate to the Parties’ data protection obligations, this DPA shall prevail.

12.    Other provisions

12.1     Each Party is liable for its obligations set out in this DPA and in applicable data protection law. Any liability arising out of or in connection with a violation of the obligations of this DPA or under applicable data protection law, shall follow, and be governed by, the liability provisions set forth in, or otherwise applicable to, the Services Agreement, unless otherwise provided within this DPA. If the liability is governed by the liability provisions set forth in, or otherwise applicable to, the Services Agreement, for the purpose of calculating liability caps and/or determining the application of other limitations on liability, the liability occurring under this DPA shall be deemed to occur under the relevant Services Agreement.

12.2     The Processor will defend, indemnify, and hold harmless the Controller and the officers, directors, employees, successors, and agents of the Controller (collectively, “indemnified parties”) from all claims, damages, liabilities, assessments, losses, costs, administrative fines and other expenses (including, without limitation, reasonable attorneys’ fees and legal expenses) arising out of or resulting from any claim, allegation, demand, suit, action, order or any other proceeding by a third party (including supervisory authorities) that arises out of or relates to the violation of the Processor’s obligations under this DPA.

12.3     This DPA shall be governed by the laws of Switzerland, except as otherwise stipulated by applicable data protection law. The place of jurisdiction for all disputes regarding this DPA shall be as determined by the Services Agreement, except as otherwise stipulated by applicable data protection law.

12.4     Should any provision of this DPA be invalid or unenforceable, then the remainder of this DPA shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the Parties’ intentions as closely as possible or - should this not be possible - (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein. The foregoing shall also apply if this DPA contains any omission.

[Signatures on next page]

Exhibit 10.3

INTELLECTUAL PROPERTY LICENSE AGREEMENT

by and between

V.F. CORPORATION

and

KONTOOR ENTERPRISES, LLC

Dated as of May 17, 2019

INTELLECTUAL PROPERTY LICENSE AGREEMENT

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement” ), dated as of May 17, 2019 (the “Effective Date”), is made by and between V.F. Corporation, a Pennsylvania corporation ( “VF” ) and Kontoor Enterprises, LLC, a Delaware limited liability company ( “Licensee” ).

WHEREAS, pursuant to the Restructuring, VF and the other members of the VF Group have contributed, transferred and conveyed, and agreed to contribute, transfer and convey, to Kontoor Brands, Inc., a North Carolina corporation ( “Kontoor Brands”), and the other members of the Kontoor Brands Group, certain of the VF Group’s assets, and members of the Kontoor Brands Group have assumed, or will assume, certain of the VF Group’s liabilities, in each case, related to the Jeanswear Business, and as a result of such transactions, the Kontoor Brands Group will operate separately from the VF Group;

WHEREAS, as a result of the transactions contemplated by the Restructuring, Licensee will be a Subsidiary of Kontoor Brands and a member of the Kontoor Brands Group; and

WHEREAS, Licensee, on behalf of itself and the other members of the Kontoor Brands Group, desires to obtain, and VF, on behalf of itself and the other members of the VF Group, is willing to grant, certain rights and licenses to use the Licensed VF IP and the VF Names and Marks in connection with the Jeanswear Business solely as set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1

D EFINITIONS

Section 1.01. Certain Definitions. For the purposes of this Agreement the following terms shall have the following meanings:

“ Advertising Materials” means any and all advertising, marketing, and promotional images created primarily to advertise, market, or promote any denim, apparel, accessories, footwear or related products in connection with the operation of the Jeanswear Business.

“ Advertising Materials License” has the meaning set forth in Section 2.04(a).

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

“ Agreement ” has the meaning set forth in the preamble.

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

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

“ Distribution ” means the distribution to the holders of the issued and outstanding shares of common stock, without par value and stated capital of $0.25 per share, of VF (the “VF Common Stock”) as of the Record Date, by means of a pro rata dividend, 100% of the issued and outstanding shares of common stock, without par value, of Kontoor Brands (the “Kontoor Brands Common Stock”), on the basis of one share of Kontoor Brands Common Stock for every seven then issued and outstanding shares of VF Common Stock.

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

“ Distribution Documents” means this Agreement and any other agreement entered between certain members of the VF Group and certain members of the Kontoor Brands Group in connection with the Restructuring and/or Distribution, including, for the avoidance of doubt, the Separation and Distribution Agreement, a transition services agreement, a tax matters agreement, an employee matters agreement, certain commercial agreements, certain shared facilities agreements and any other agreements, instruments or certificates related thereto or to the transactions contemplated by the Separation and Distribution Agreement.

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

“ Effective Date” has the meaning set forth in the preamble.

“ Existing VF Inventory” has the meaning set forth in Section 2.04(a).

“ Form 10” means the registration statement on Form 10 filed by Kontoor Brands with the United States Securities and Exchange Commission to effect the registration of Kontoor Brands Common Stock pursuant to the Securities Exchange Act of 1934 in connection with the Distribution, as such registration statement may be amended or supplemented from time to time.

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

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

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

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

“ Intellectual Property” means any and all intellectual property throughout the world, including any and all U.S. and foreign (a) patents, invention disclosures, and all related continuations, continuations-in-part, divisionals, provisionals, renewals, reissues, re-examinations, additions, extensions (including all supplementary protection certificates), and all applications and registrations therefor, (b) trademarks, service marks, names, corporate names, trade names, domain names, social media identifiers, logos, slogans, trade dress, design rights, and other similar business identifiers or designations of source or origin and all

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applications and registrations therefor, together with the goodwill symbolized by any of the foregoing (collectively, “Trademarks” ), (c) copyrights, works of authorship and copyrightable subject matter and all applications and registrations therefor, (d) trade secrets, know-how, confidential data and information, technical information, including practices, techniques, methods, processes, inventions, developments, specifications, formulations, manufacturing processes, structures, chemical or biological manufacturing control data, analytical and quality control information and procedures, pharmacological, toxicological and clinical test data and results, stability data, studies and procedures and regulatory information, (e) computer software (including source code, object code, firmware, operating systems and specifications), (f) databases and data collections and (g) all rights to sue or recover and retain damages and costs and attorneys’ fees for the past, present or future infringement, misappropriation or other violation of any of the foregoing.

“ Inventory License Period” has the meaning set forth in Section 2.04(a).

“ Jeanswear Business” means the businesses and operations of (a) the VF

Jeanswear coalition, which comprises the design, manufacture and sale of denim, apparel, accessories, footwear and related products marketed under the principal brand names listed on Exhibit A , and (b) the VF Outlet business, which operates the VF Outlet stores located in the United States, in each case as more fully described in the Form 10 and the Information Statement.

“ Kontoor Brands” has the meaning set forth in the recitals.

“ Kontoor Brands Assets” means any and all assets, of whatever sort, nature or description, that are owned by, or have been or will be assigned or otherwise transferred to, the Kontoor Brands Group, in each case pursuant to (a) the Restructuring, (b) the Separation and Distribution Agreement or (c) any other Distribution Document. For the avoidance of doubt, the Kontoor Brands Assets includes the Licensed Kontoor Brands IP.

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

“ Kontoor Brands Group” means Kontoor Brands and its Subsidiaries as set forth on Exhibit C , including all predecessors and successors to such Persons.

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“ Licensed Jeanswear Business” has the meaning set forth in Section 2.01.

“ Licensed VF IP” has the meaning set forth in Section 2.01.

“ Licensee ” has the meaning set forth in the preamble.

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

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

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

“ Restructuring Plan” means that certain Project Phoenix Global Macro Step Plan, the current version of which is attached hereto as Annex A , as may be updated from time to time prior to the Distribution Time.

“ Separation and Distribution Agreement” means that certain Separation and Distribution Agreement to be entered into between VF and Kontoor Brands on the Distribution Date in connection with the Restructuring and the Distribution, substantially in the form attached as an exhibit to the Form 10.

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

“ Transitional Licenses” has the meaning set forth in Section 2.04(a).

“ VF ” has the meaning set forth in the preamble.

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

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

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

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

“VF License” has the meaning set forth in Section 2.01.

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

“VF Outlets License Period” has the meaning set forth in Section 2.04(a).

Section 1.02. Other Definitional and Interpretative Provisions. (a) In this Agreement, unless the context clearly indicates otherwise:

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

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

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

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

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

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

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

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

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

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

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

ARTICLE 2

G RANT OF L ICENSE

Section 2.01. VF License. VF (on behalf of itself and the other members of the VF Group) hereby grants to Licensee and the other members of the Kontoor Brands Group a non-exclusive, worldwide, fully paid-up, royalty-free, non-transferable (except as set forth herein), non-sublicensable (except as set forth herein) license (the “VF License”) under the Intellectual Property owned by the VF Group and included in the VF Assets (excluding any Trademarks), but only to the extent such Intellectual Property is used or held for use in the Jeanswear Business as of the Distribution Time (collectively, the “Licensed VF IP”) to use, reproduce, create derivative works of, modify, distribute, make, have made, sell, offer for sale or import products and services solely in connection with the operation of the Jeanswear Business as conducted as of the Distribution Time and the natural extensions and evolutions thereof (the “Licensed Jeanswear Business”) .

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Section 2.02. Sublicensing. The VF License includes the right for Licensee to grant a sublicense to manufacturers, suppliers, distributors, contractors or consultants of the Licensed Jeanswear Business solely for the purpose of providing products and services to, or otherwise acting on behalf of and at the direction of, Licensee; provided that (a) each permitted sublicensee under this Section 2.02 shall be bound by all obligations of Licensee under this Agreement relating to the VF License; (b) Licensee shall be liable for any breach of the terms and conditions of this Agreement with respect to the VF License by any such sublicensee and (c) any sublicense granted hereunder shall terminate upon the termination of the VF License.

Section 2.03. Assistance. Notwithstanding anything in this Agreement to the contrary, with respect to the Licensed VF IP, neither VF nor any other member of its Group shall be obligated to provide any materials or embodiments of or related to such Licensed VF IP or any documentation, assistance, training, guidance, maintenance, support or any other service of any kind whatsoever to Licensee, any other member of the Kontoor Brands Group, or any of Licensee’s permitted sublicensees with respect to its or their use, installation or maintenance of such Licensed VF IP; provided that, notwithstanding the foregoing, VF shall provide Licensee, or another member of the Kontoor Brands Group designated by Licensee, with a copy of each item of software set forth on Exhibit D to this Agreement, in object and source code format.

Section 2.04. Trademark Phase Out.

(a) Subject to the terms and conditions of this Section 2.04, VF, on behalf of itself and its Affiliates, hereby grants to Licensee and the other members of the Kontoor Brands Group a limited, non-exclusive, royalty-free, fully paid-up, non-transferable, non-sublicensable license to use the VF Names and Marks (i) for a period of twenty-four (24) months (the “VF Outlets License Period”) , but solely on the signage for the VF Outlets business which bear such VF Names and Marks as of the Distribution Time, (ii) for a period of thirty-six (36) months (the “Inventory License Period”), but solely to sell off any inventory existing as of the Distribution Time or manufactured within one hundred eight (180) days following the Distribution Time, in each case to the extent bearing such VF Names and Marks ( “Existing VF Inventory”) and (iii) unless and until terminated pursuant to Section 2.04(e), solely in connection with (A) the

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continued public display, use and other exploitation of Advertising Materials to the extent included in the Kontoor Brands Assets and containing products bearing any such VF Names and Marks as of the Distribution Time and (B) the creation, modification, public display, use and other exploitation of new Advertising Materials incorporating products bearing any such VF Names and Marks following the Distribution Time (the license granted pursuant to this Section 2.04(a)(iii), the “Advertising Materials License” and collectively, the licenses granted pursuant to this Section 2.04(a), the “Transitional Licenses”) .

(b) Any use of the VF Names and Marks by Licensee and the other members of the Kontoor Brands Group pursuant to this Section 2.04 shall be (i) in a manner substantially similar to the use of such VF Names and Marks as of immediately prior to the Distribution Time, (ii) subject to any style or other usage guidelines in effect as of the Distribution Time or as VF may provide to Licensee from time to time and (iii) to the extent that such VF Names and Marks were used by VF and its Affiliates (including, for the avoidance of doubt, Licensee and the other members of the Kontoor Brands Group) as of immediately prior to the Distribution Time in connection with products (including Existing VF Inventory), services or other materials, used in connection with such products, services or other materials of at least the same or higher quality with respect thereto.

(c) During the VF Outlets License Period, any VF outlet stores bearing the VF Names and Marks shall be managed and maintained in a manner consistent with such practices as of immediately prior to the Distribution Time (including by offering a comparable quality and mix of products at comparable prices as offered immediately prior to the Distribution Time). If Licensee or any other member of the Kontoor Brands Group desires to use the VF Names and Marks on the signage for the VF outlets business beyond the VF Outlets License Period, Licensee or such member of the Kontoor Brands Group shall provide VF with written notice no later than six (6) months prior to the expiration of the VF Outlets License Period (it being understood that after the receipt of such notice, VF and Licensee or the applicable member of the Kontoor Brands Group shall negotiate in good faith an arms-length, non-exclusive, royalty-bearing trademark license agreement, not to exceed an additional eighteen (18) months beyond the expiration of the VF Outlets License Period). Pursuant to such trademark license agreement, Licensee or the applicable member of the Kontoor Brands Group shall pay VF a royalty of two percent (2%) of the net sales of any VF Outlets stores bearing the VF Names and Marks. The trademark license agreement shall also contain such other terms as are customary to an arms-length commercial agreement of its nature, including with respect to VF’s quality control, auditing and approval rights, termination provisions and Licensee’s (or the applicable member of the Kontoor Brands Group’s) recordkeeping and indemnification obligations.

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(d) Notwithstanding anything herein to the contrary, Licensee and the other members of the Kontoor Brands Group shall use commercially reasonable efforts to sell off any Existing VF Inventory as promptly as practicable following the Distribution Time, and in any event prior to the expiration of the Inventory License Period. Every six (6) months during the Inventory License Period, Licensee shall provide VF with a written report setting forth in detail (i) the amount of Existing VF Inventory sold during the previous six (6) months and (ii) the amount of Existing VF Inventory remaining in stock (it being understood that, so long as VF is reasonably satisfied that Licensee and the other members of the Kontoor Brands Group are exercising commercially reasonable efforts to sell off any such Existing VF Inventory during the initial Inventory License Period, in the event that the Existing VF Inventory has not been exhausted by end of such Inventory License Period, if requested in writing by Licensee, the Inventory License Period may be extended by up to an additional two (2) years upon VF’s prior written consent, which shall not be unreasonably withheld).    

(e) Notwithstanding anything herein to the contrary, VF may terminate the Advertising Materials License in its sole discretion upon thirty (30) days’ prior written notice to Licensee. Upon any such termination of the Advertising Materials License, Licensee shall, and shall cause the other members of the Kontoor Brands Group to, cease any and all uses of the VF Names and Marks in connection with Advertising Materials as promptly as reasonably practicable, and in any event within thirty (30) days of receiving such written notice; provided that, for the avoidance of doubt, Licensee and the other members of the Kontoor Brands Group may continue to use any Advertising Materials existing at the time of such termination so long as that any and all VF Names and Marks used in connection with such Advertising Materials are relabeled, covered, struck over, or otherwise removed therefrom so as not to be visible, displayed or otherwise used on such Advertising Materials.

(f) VF shall have the right to inspect the use of the VF Names and Marks by Licensee and the other members of the Kontoor Brands Group pursuant to the Transitional Licenses to ensure compliance with the requirements of this Section 2.04. In the event that VF finds, in its sole discretion, that any such use deviates from such requirements, Licensee or the applicable member of the Kontoor Brands Group shall, as promptly as practicable, take all necessary steps to correct such non-conforming use of the VF Names and Marks. Upon termination of the VF Outlets License Period or the Inventory License Period, as applicable, all corresponding rights of Licensee and the other members of the Kontoor Brands Group to use the VF Names and Marks shall automatically terminate, and Licensee and the other members of the Kontoor Brands Group shall immediately cease such use of the VF Names and Marks.

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(g) Licensee, on behalf of itself and the other members of the Kontoor Brands Group, acknowledges and agrees that neither Licensee nor any other member of the Kontoor Brands Group shall (i) except as expressly set forth in this Section 2.04, have any rights in or to any of the VF Names and Marks or (ii) contest the validity of any of the VF Names and Marks or VF’s or its Affiliates’ ownership rights therein or thereto. Any and all goodwill generated by the use of the VF Names and Marks under this Section 2.04 shall inure solely to the benefit of VF and its Affiliates. Neither Licensee nor any other member of the Kontoor Brands Group shall use the VF Names and Marks in any manner that may harm, damage, disparage, challenge, bring into disrepute, impair or tarnish the reputation or goodwill associated with VF, any of its Affiliates or any of the VF Names and Marks.

Section 2.05. CHEM-IQ. For the avoidance of doubt, notwithstanding anything in this Agreement or any of the other Distribution Documents to the contrary, following the Distribution Time, Licensee and the other members of the Kontoor Brands Group may exploit the CHEM-IQ mark and any of the related materials in accordance with VF’s practice of making such materials generally available to third parties on its website free of charge, subject to any terms and conditions associated with such use. Licensee, on behalf of itself and the other members of the Kontoor Brands Group, acknowledges and agrees that nothing herein shall be construed as making any representation or warranty of any kind with respect to the CHEM-IQ mark and any of the related materials.

Section 2.06. Retention of Rights. Licensee (on behalf of itself and the other members of the Kontoor Brands Group) acknowledges and agrees that, with respect to the Licensed VF IP and the VF Names and Marks, (a) as between the Kontoor Brands Group and the VF Group, VF and the other members of its Group are the sole and exclusive owners of all right, title and interest in and to such Licensed VF IP and VF Names and Marks and (b) the VF License (including any sublicensing rights granted in Section 2.02) and Transitional Licenses are subject to, and limited by, any and all licenses, rights, limitations and restrictions with respect thereto previously granted to or otherwise obtained by any third party that are in effect as of the date hereof. All rights not expressly granted by VF (on behalf of itself and the other members of its Group) herein are hereby retained by the VF Group.

ARTICLE 3.

D ISCLAIMER

Section 3.01. THE TRANSITIONAL LICENSES AND VF LICENSE AND ALL OTHER RIGHTS GRANTED HEREUNDER ARE MADE ON AN “AS IS, WHERE IS” BASIS, AND VF HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND,

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INCLUDING WITHOUT LIMITATION, THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, VF SHALL NOT BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND EVEN IF VF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE 4

M ISCELLANEOUS

Section 4.01. Notice. Any notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, mail, or e-mail transmission to the following addresses:

If to VF to:

VF Corporation

105 Corporate Center Blvd.

Greensboro, North Carolina 27408

Attn: General Counsel’s Office

Email: [—]

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attn: Marc O. Williams

Daniel Brass

Email: marc.williams@davispolk.com

daniel.brass@davispolk.com

If to Licensee to:

Kontoor Enterprises, LLC 400 N. Elm Street,

Greensboro, North Carolina 27401

Attn: General Counsel’s Office

Email: [—]

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with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attn: Marc O. Williams

Daniel Brass

Email: marc.williams@davispolk.com

daniel.brass@davispolk.com

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

Section 4.02. Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by VF and Licensee, or in the case of a waiver, by the party against whom the waiver is to be effective.

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

Section 4.03. Expenses. All third-party fees, costs and expenses paid or incurred in connection with this Agreement will be paid by the party incurring such fees or expenses, whether or not the Distribution occurs, or as otherwise agreed by the parties in writing.

Section 4.04. Successors and Assigns. The provisions of this Agreement (including the VF License and Transitional Licenses) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement (including the VF License and Transitional Licenses) without the consent of the other party hereto. If any party or any of its successors or permitted assigns (a) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of such party shall assume all of the obligations of such party under this Agreement.

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Section 4.05. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state.

Section 4.06. Counterparts; Effectiveness; Third-Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Neither this Agreement nor any provision hereof is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto, the respective members of their Groups, and each of their respective successors and permitted assigns.

Section 4.07. Entire Agreement. This Agreement and the other Distribution Documents constitute the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof and thereof. No representation, inducement, promise, understanding, condition or warranty not set forth herein or in the other Distribution Documents has been made or relied upon by any party hereto or any member of their Group with respect to the transactions contemplated by the Distribution Documents. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any other Distribution Document, this Agreement shall control with respect to the subject matter hereof.

Section 4.08. Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or in any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from the transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in

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any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or outside of the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4.01 shall be deemed effective service of process on such party.

Section 4.09. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 4.10. Termination. Notwithstanding any provision of this Agreement to the contrary, the Board of Directors of VF may, in its sole discretion and without the approval of Kontoor Brands or any other Person, at any time prior to the Distribution terminate this Agreement and/or abandon the Distribution, whether or not it has theretofore approved this Agreement and/or the Distribution. In the event this Agreement is terminated pursuant to the preceding sentence, this Agreement shall forthwith become void and neither party nor any of its directors or officers shall have any liability or further obligation to the other party or any other Person by reason of this Agreement.

Section 4.11. Severability. If any one or more of the provisions contained in this Agreement should be declared invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a declaration, the parties shall modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

Section 4.12. Survival. All covenants and agreements of the parties contained in this Agreement shall survive the Distribution Date indefinitely, unless a specific survival or other applicable period is expressly set forth herein.

Section 4.13. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

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Section 4.14. Interpretation. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of its authorship of any of the provisions of this Agreement.

Section 4.15. Specific Performance. Each party to this Agreement acknowledges and agrees that damages for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and irreparable harm would occur. In recognition of this fact, each party agrees that, if there is a breach or threatened breach, in addition to any damages, the other nonbreaching party to this Agreement, without posting any bond, shall be entitled to seek and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, attachment, or any other equitable remedy which may then be available to obligate the breaching party (a) to perform its obligations under this Agreement or (b) if the breaching party is unable, for whatever reason, to perform those obligations, to take any other actions as are necessary, advisable or appropriate to give the other party to this Agreement the economic effect which comes as close as possible to the performance of those obligations (including transferring, or granting liens on, the assets of the breaching party to secure the performance by the breaching party of those obligations).

Section 4.16. Performance. Each party shall cause to be performed all actions, agreements and obligations set forth herein to be performed by any member of such party’s Group.

[The remainder of this page has been intentionally left blank; the next page is the signature page.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

Exhibit 10.4

INTELLECTUAL PROPERTY LICENSE AGREEMENT

by and between

KONTOOR BRANDS, INC.

and

DSI ENTERPRISES, LLC

Dated as of May 17, 2019

INTELLECTUAL PROPERTY LICENSE AGREEMENT

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “ Agreement ”), dated as of May 17, 2019 (the “ Effective Date”), is made by and between Kontoor Brands, Inc., a North Carolina corporation ( “Kontoor Brands”) and DSI Enterprises, LLC, a Delaware limited liability company (“ Licensee ”).

WHEREAS, pursuant to the Restructuring, V.F. Corporation, a Pennsylvania corporation (“ VF ”), and the other members of the VF Group, have contributed, transferred and conveyed, and agreed to contribute, transfer and convey, to Kontoor Brands and the other members of the Kontoor Brands Group, certain of the VF Group’s assets, and members of the Kontoor Brands Group have assumed, or will assume, certain of the VF Group’s liabilities, in each case, related to the Jeanswear Business, and as a result of such transactions, the Kontoor Brands Group will operate separately from the VF Group;

WHEREAS, as a result of the transactions contemplated by the Restructuring, Licensee will be a Subsidiary of VF and a member of the VF Group; and

WHEREAS, Licensee, on behalf of itself and the other members of the VF Group, desires to obtain, and Kontoor Brands, on behalf of itself and the other members of the Kontoor Brands Group, is willing to grant, certain rights and licenses to use the Licensed Kontoor Brands IP in connection with the VF Business solely as set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1

D EFINITIONS

Section 1.01. Certain Definitions. For the purposes of this Agreement the following terms shall have the following meanings:

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

“ Agreement ” has the meaning set forth in the preamble.

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

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

“ Distribution ” means the distribution to the holders of the issued and outstanding shares of common stock, without par value and stated capital of $0.25 per share, of VF (the “VF Common Stock”) as of the Record Date, by means of a pro rata dividend, 100% of the issued and outstanding shares of common stock, without par value, of Kontoor Brands (the “Kontoor Brands Common Stock”), on the basis of one share of Kontoor Brands Common Stock for every seven then issued and outstanding shares of VF Common Stock.

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

“ Distribution Documents” means this Agreement and any other agreement entered between certain members of the VF Group and certain members of the Kontoor Brands Group in connection with the Restructuring and/or Distribution, including, for the avoidance of doubt, the Separation and Distribution Agreement, a transition services agreement, a tax matters agreement, an employee matters agreement, certain commercial agreements, certain shared facilities agreements and any other agreements, instruments or certificates related thereto or to the transactions contemplated by the Separation and Distribution Agreement.

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

“ Effective Date” has the meaning set forth in the preamble.

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“ Form 10” means the registration statement on Form 10 filed by Kontoor Brands with the United States Securities and Exchange Commission to effect the registration of Kontoor Brands Common Stock pursuant to the Securities Exchange Act of 1934 in connection with the Distribution, as such registration statement may be amended or supplemented from time to time.

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

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

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

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

“ Intellectual Property” means any and all intellectual property throughout the world, including any and all U.S. and foreign (a) patents, invention disclosures, and all related continuations, continuations-in-part, divisionals, provisionals, renewals, reissues, re-examinations, additions, extensions (including all supplementary protection certificates), and all applications and registrations therefor (collectively, “ Patent Rights”) , (b) trademarks, service marks, names, corporate names, trade names, domain names, social media identifiers, logos, slogans, trade dress, design rights, and other similar business identifiers or designations of source or origin and all applications and registrations therefor, together with the goodwill symbolized by any of the foregoing (collectively, “ Trademarks ”), (c) copyrights, works of authorship and copyrightable subject matter and all applications and registrations therefor, (d) trade secrets, know-how, confidential data and information, technical information, including practices, techniques, methods, processes, inventions, developments, specifications, formulations, manufacturing processes, structures, chemical or biological manufacturing control data, analytical and quality control information and procedures, pharmacological, toxicological and clinical test data and results, stability data, studies and procedures and regulatory information, (e) computer software (including source code, object code, firmware, operating systems and specifications), (f) databases and data collections and (g) all rights to sue or recover and retain damages and costs and attorneys’ fees for the past, present or future infringement, misappropriation or other violation of any of the foregoing.

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

“ Kontoor Brands” has the meaning set forth in the preamble.

“ Kontoor Brands Assets” means any and all assets, of whatever sort, nature or description, that are owned by, or have been or will be assigned or otherwise transferred to, the Kontoor Brands Group, in each case pursuant to (a) the Restructuring, (b) the Separation and Distribution Agreement or (c) any other Distribution Document. For the avoidance of doubt, the Kontoor Brands Assets includes the Licensed Kontoor Brands IP.

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

“ Kontoor Brands Group” means Kontoor Brands and its Subsidiaries as set forth on Exhibit C , including all predecessors and successors to such Persons.

“ Kontoor Brands License” has the meaning set forth in Section 2.01.

“ Licensed Kontoor Brands IP” means any and all Intellectual Property included in the Kontoor Brands Assets, including the Patent Rights listed on Exhibit D .

“ Licensed VF Business” has the meaning set forth in Section 2.01.

“ Licensee ” has the meaning set forth in the preamble.

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

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

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

“ Restructuring Plan” means that certain Project Phoenix Global Macro Step Plan, the current version of which is attached hereto as Annex A , as may be updated from time to time prior to the Distribution Time.

“ Separation and Distribution Agreement” means that certain Separation and Distribution Agreement to be entered into between VF and Kontoor Brands on the Distribution Date in connection with the Restructuring and the Distribution, substantially in the form attached as an exhibit to the Form 10.

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

“ VF ” has the meaning set forth in the recitals.

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

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

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

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Section 1.02. Other Definitional and Interpretative Provisions. (a) In this Agreement, unless the context clearly indicates otherwise:

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE 2

G RANT OF L ICENSE

Section 2.01. Kontoor Brands License. Kontoor Brands (on behalf of itself and the other members of the Kontoor Brands Group) hereby grants to Licensee and the other members of the VF Group a non-exclusive, worldwide, fully paid-up, royalty-free, non-transferable (except as set forth herein), non-sublicensable (except as set forth herein) license (the “ Kontoor Brands License”) under the Licensed Kontoor Brands IP (excluding any Trademarks) to use, reproduce, create derivative works of, modify, distribute, make, have made, sell, offer for sale or import products and services solely in connection with the operation of the VF Business as conducted as of the Distribution Time and the natural extensions and evolutions thereof (the “ Licensed VF Business”) .

Section 2.02. Sublicensing. The Kontoor Brands License includes the right for Licensee to grant a sublicense to manufacturers, suppliers, distributors, contractors or consultants of the Licensed VF Business solely for the purpose of providing products and services to, or otherwise acting on behalf of and at the direction of, Licensee; provided that (a) each permitted sublicensee under this Section 2.02 shall be bound by all obligations of Licensee under this Agreement relating to the Kontoor Brands License; (b) Licensee shall be liable for any breach of the terms and conditions of this Agreement with respect to the Kontoor Brands License by any such sublicensee and (c) any sublicense granted hereunder shall terminate upon the termination of the Kontoor Brands License.

Section 2.03. Retention of Rights. Licensee (on behalf of itself and the other members of the VF Group) acknowledges and agrees that, with respect to the Licensed Kontoor Brands IP, (a) as between the VF Group and the Kontoor Brands Group, Kontoor Brands and the other members of its Group are the sole and exclusive owners of all right, title and interest in and to such Licensed Kontoor Brands IP and (b) the Kontoor Brands License (including any sublicensing rights granted in Section 2.02) is subject to, and limited by, any and all licenses, rights, limitations and restrictions with respect to the Licensed Kontoor Brands IP previously granted to or otherwise obtained by any third party that are in effect as of the date hereof. All rights not expressly granted by Kontoor Brands (on behalf of itself and the other members of its Group) herein are hereby retained by the Kontoor Brands Group.

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Section 2.04. Assistance. Notwithstanding anything in this Agreement to the contrary, with respect to the Licensed Kontoor Brands IP, neither Kontoor Brands nor any other member of its Group shall be obligated to provide any materials or embodiments of or related to such Licensed Kontoor Brands IP or any documentation, assistance, training, guidance, maintenance, support or any other service of any kind whatsoever to the Licensee, any other member of the VF Group, or any of Licensee’s permitted sublicensees with respect to its or their use, installation or maintenance of such Licensed Kontoor Brands IP.

Section 2.05. Fair Use. Nothing herein shall prevent, restrict or otherwise limit Licensee and the other members of the VF Group from (a) stating the historical relationship between the Jeanswear Business and VF for informational purposes and, to the extent feasible, with reasonable notices, indications or legends indicating that VF and its Group are no longer affiliated with the Jeanswear Business or (b) making any use of the Trademarks included in the Licensed Kontoor Brands IP that would constitute “fair use” or otherwise not be prohibited under Applicable Law if such use were made by a third party, or otherwise is required under Applicable Law.

ARTICLE 3

M ISCELLANEOUS

Section 3.01. Notices. Any notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, mail, or e-mail transmission to the following addresses:

If to Licensee to:

DSI Enterprises, LLC

105 Corporate Center Blvd.

Greensboro, North Carolina 27408

Attn: General Counsel’s Office

Email: [—]

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

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If to Kontoor Brands to:

Kontoor Brands, Inc. 400 N. Elm Street,

Greensboro, North Carolina 27401

Attn: General Counsel’s Office

Email: [—]

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

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

Section 3.02. Amendments; No Waivers. (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by Licensee and Kontoor Brands, or in the case of a waiver, by the party against whom the waiver is to be effective.

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

Section 3.03. Expenses. All third-party fees, costs and expenses paid or incurred in connection with this Agreement will be paid by the party incurring such fees or expenses, whether or not the Distribution occurs, or as otherwise agreed by the parties in writing.

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Section 3.04. Successors and Assigns. The provisions of this Agreement (including the Kontoor Brands License) shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided that neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement (including the Kontoor Brands License) without the consent of the other party hereto. If any party or any of its successors or permitted assigns (a) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of such party shall assume all of the obligations of such party under this Agreement.

Section 3.05. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of such state.

Section 3.06. Counterparts; Effectiveness; Third-Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). Neither this Agreement nor any provision hereof is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties hereto, the respective members of their Groups, and each of their respective successors and permitted assigns.

Section 3.07. Entire Agreement. This Agreement and the other Distribution Documents constitute the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof and thereof. No representation, inducement, promise, understanding, condition or warranty not set forth herein or in the other Distribution Documents has been made or relied upon by any party hereto or any member of their Group with respect to the transactions contemplated by the Distribution Documents. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any other Distribution Document, this Agreement shall control with respect to the subject matter hereof.

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Section 3.08. Jurisdiction . The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York or in any New York State court sitting in New York City, so long as one of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from the transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or outside of the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 3.01 shall be deemed effective service of process on such party.

Section 3.09. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 3.10. Termination . Notwithstanding any provision of this Agreement to the contrary, the Board of Directors of VF may, in its sole discretion and without the approval of Kontoor Brands or any other Person, at any time prior to the Distribution terminate this Agreement and/or abandon the Distribution, whether or not it has theretofore approved this Agreement and/or the Distribution. In the event this Agreement is terminated pursuant to the preceding sentence, this Agreement shall forthwith become void and neither party nor any of its directors or officers shall have any liability or further obligation to the other party or any other Person by reason of this Agreement.

Section 3.11. Severability . If any one or more of the provisions contained in this Agreement should be declared invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a declaration, the parties shall modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

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Section 3.12. Survival. All covenants and agreements of the parties contained in this Agreement shall survive the Distribution Date indefinitely, unless a specific survival or other applicable period is expressly set forth herein.

Section 3.13. Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 3.14. Interpretation. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of its authorship of any of the provisions of this Agreement.

Section 3.15. Specific Performance. Each party to this Agreement acknowledges and agrees that damages for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and irreparable harm would occur. In recognition of this fact, each party agrees that, if there is a breach or threatened breach, in addition to any damages, the other nonbreaching party to this Agreement, without posting any bond, shall be entitled to seek and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, attachment, or any other equitable remedy which may then be available to obligate the breaching party (a) to perform its obligations under this Agreement or (b) if the breaching party is unable, for whatever reason, to perform those obligations, to take any other actions as are necessary, advisable or appropriate to give the other party to this Agreement the economic effect which comes as close as possible to the performance of those obligations (including transferring, or granting liens on, the assets of the breaching party to secure the performance by the breaching party of those obligations).

Section 3.16. Performance. Each party shall cause to be performed all actions, agreements and obligations set forth herein to be performed by any member of such party’s Group.

[The remainder of this page has been intentionally left blank; the next page is the signature page.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above.

Exhibit 10.5

EMPLOYEE MATTERS AGREEMENT

by and between

V.F. CORPORATION

and

KONTOOR BRANDS, INC.

Dated as of May 22, 2019

TABLE OF CONTENTS

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EMPLOYEE MATTERS AGREEMENT

EMPLOYEE MATTERS AGREEMENT (the “ Agreement ”) dated as of May 22, 2019, between V.F. Corporation, a Pennsylvania corporation (“ VF ”), and Kontoor Brands, Inc., a North Carolina corporation (“ Kontoor Brands ”).

W I T N E S S E T H :

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

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

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

WHEREAS, pursuant to the Separation and Distribution Agreement, VF and Kontoor Brands have agreed to enter into this Agreement for the purpose of allocating between them assets, liabilities and responsibilities with respect to certain employee matters, including employee compensation and benefit plans and programs.

NOW, THEREFORE, in consideration of the mutual promises contained herein and in the Separation and Distribution Agreement, the parties hereby agree as follows:

ARTICLE 1

D EFINITIONS

Section 1.01. Definitions . (a) For purposes of this Agreement, the following terms shall have the following meanings; provided , that capitalized terms used but not otherwise defined in this Section 1.01 shall have the respective meanings ascribed to such terms in the Separation and Distribution Agreement:

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

“ Adjusted VF Awards ” means, collectively, the Adjusted VF Options, the Adjusted VF PSUs, the Adjusted VF RSUs and the Adjusted VF Special Awards.

“ Adjusted VF Option ” means any VF Option adjusted pursuant to Section 8.03(a) or Section 8.03(c) hereto.

“ Adjusted VF PSU ” means any VF PSU adjusted pursuant to Section 8.02(b)(ii) or Section 8.02(c)(ii) hereto.

“ Adjusted VF RSU ” means any VF RSU adjusted pursuant to Section 8.01(b) hereto.

“ Adjusted VF Special Awards ” means any VF Special Award adjusted pursuant to Section 8.04(b) hereto.

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“ Agreement ” means this Employee Matters Agreement, including all of the schedules and exhibits hereto.

“ Applicable Law ” has the meaning set forth in the Separation and Distribution Agreement.

“ COBRA ” means the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as codified in Section 4980B of the Code and Sections 601 through 608 of ERISA.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Collective Bargaining Agreement ” means any and all agreements, memoranda of understanding, contracts, letters, side letters and contractual obligations of any kind, nature and description, oral or written, that have been entered into between or that involve or apply to any employer and any labor organization, union, employee association, agency or employee committee or plan.

“ Delayed Transfer Employee ” means any Kontoor Brands Inactive Employee, Transferred Kontoor Brands Employee or Sponsored Employee (to the extent applicable).

“ Distribution Date ” has the meaning set forth in the Separation and Distribution Agreement.

“ Distribution Ratio ” means the number of shares of Kontoor Brands Common Stock distributed in the Distribution in respect of one share of VF Common Stock.

“ Employee Plan ” means any (a) “employee benefit plan” as defined in Section 3(3) of ERISA, (b) compensation, employment, consulting, severance, termination protection, change in control, transaction bonus, retention or similar plan, agreement, arrangement, program or policy or (c) other plan, agreement, arrangement, program or policy providing for compensation, bonuses, profit-sharing, equity or equity-based compensation or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangement), medical, dental, vision, prescription or fringe benefits, life insurance, relocation or expatriate benefits, perquisites, disability or sick leave benefits, employee assistance program, supplemental unemployment benefits or post-employment or retirement benefits (including compensation, pension, health, medical or insurance benefits), in each case whether or not written.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, together with the rules and regulations promulgated thereunder.

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

“ Former Kontoor Brands Employee ” means each individual who, as of immediately prior to the Distribution Date, is a former employee who was last actively employed primarily with respect to the Jeanswear Business by any member of the VF Group or the Kontoor Brands Group.

“ Former VF Employee ” means each individual who, as of immediately prior to the Distribution Date, is a former employee of any member of the VF Group.

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

“ H&W Plan ” means any VF H&W Plan or Kontoor Brands H&W Plan.

“ Jeanswear Business ” has the meaning set forth in the Separation and Distribution Agreement.

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“ Kontoor Brands 401(k) Plan ” means any Kontoor Brands Plan that is a defined contribution plan intended to qualify under Section 401(a) of the Code.

“ Kontoor Brands Active Employee ” means any individual actively employed primarily with respect to the Jeanswear Business by any member of Kontoor Brands or the Kontoor Brands Group.

“ Kontoor Brands Assets ” has the meaning set forth in the Separation and Distribution Agreement.

“ Kontoor Brands Awards ” means, collectively, the Kontoor Brands Options, the Kontoor Brands PSUs, the Kontoor Brands RSUs and the Kontoor Brands Special Awards.

“ Kontoor Brands Board ” means the Board of Directors for Kontoor Brands.

“ Kontoor Brands CBA ” means any Collective Bargaining Agreement covering Kontoor Brands Employees or Kontoor Brands Contractors, as applicable, a complete and accurate list of which has been provided by VF to Kontoor Brands prior to the Distribution.

“ Kontoor Brands Compensation Committee ” means the Talent and Compensation Committee of the Kontoor Brands Board.

“ Kontoor Brands Contractor ” means each individual independent contractor or consultant who, as of the Distribution Date, primarily provides or provided services with respect to the Jeanswear Business.

“ Kontoor Brands Director ” means a member of the Kontoor Brands Board.

“ Kontoor Brands Employee ” means each (a) individual who, as of the Distribution Date, is (i) a Kontoor Brands Active Employee or (ii) an inactive employee (excluding any Kontoor Brands Inactive Employee) primarily employed with respect to the Jeanswear Business by any member of Kontoor Brands or the Kontoor Brands Group, (b) a VF Employee who has contractually agreed to transfer to Kontoor Brands or the Kontoor Brands Group on or after the Distribution Date, (c) a Transferred Kontoor Brands Employee or (d) a New Kontoor Brands Employee.

“ Kontoor Brands Group ” has the meaning set forth in the Separation and Distribution Agreement.

“ Kontoor Brands H&W Plan ” means any Kontoor Brands Plan that is (a) an “employee welfare benefit plan” or “welfare plan” (as defined under Section 3(1) of ERISA) or (b) a similar plan that is sponsored, maintained, administered, contributed to or entered into outside of the United States. For the avoidance of doubt, Kontoor Brands FSAs are Kontoor Brands H&W Plans.

“ Kontoor Brands Participant ” means any individual who is a Kontoor Brands Employee or Kontoor Brands Contractor, and any beneficiary, dependent, or alternate payee of such individual, as the context requires.

“ Kontoor Brands Plan ” means any Employee Plan (a) that is or was sponsored, maintained, administered, contributed to or entered into by any member of the Kontoor Brands Group, whether before, as of or after the Distribution Date or (b) for which Liabilities transfer to any member of the Kontoor Brands Group under this Agreement or pursuant to Applicable Law as a result of the Distribution.

“ Kontoor Brands Specified Rights ” means any and all rights to enjoy, benefit from or enforce any and all restrictive covenants, including covenants relating to non-disclosure, non-solicitation, non-competition, confidentiality or Intellectual Property, applicable or related, in whole or in part, to the Jeanswear Business pursuant to any Employee Plan covering or with any Kontoor Brands Employee or Kontoor Brands Contractor and to which any member of the Kontoor Brands Group or VF Group is a party; provided , that, with respect to

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any Intellectual Property existing, conceived, created, developed or reduced to practice prior to the Distribution Date, the foregoing rights to enjoy, benefit from or enforce any restrictive covenants related to Intellectual Property is limited to those restrictive covenants related to Intellectual Property included in the Kontoor Brands Assets.

“ Kontoor Brands Stock Value ” means the value of Kontoor Brands Common Stock determined based on the methodology specified by the VF Compensation Committee and the Kontoor Brands Compensation Committee.

“ Liabilities ” has the meaning set forth in the Separation and Distribution Agreement.

“ New Kontoor Brands Employee ” means any individual who is hired following the Distribution Date to primarily provide services to the Jeanswear Business.

“ Non-U.S. Defined Contribution Plan ” means any Employee Plan that is a defined contribution plan that provides benefits on retirement, and such other benefits as are provided for under the plan, to Non-U.S. Kontoor Brands Participants whether (i) exclusively or together with other participants and (ii) such plan is sponsored or maintained by a member of the Kontoor Brands Group or by a member of the VF Group or by any other Person.

“ Non-U.S. Kontoor Brands Participant ” means any Kontoor Brands Participant who is not a U.S. Kontoor Brands Participant.

“ Non-U.S. Pension Plan ” means any Employee Plan that is a defined benefit pension plan that provides benefits on retirement, and such other benefits as are provided for under the plan, to Non-U.S. Kontoor Brands Participants whether (i) exclusively or together with other participants and (ii) such plan is sponsored or maintained by a member of the Kontoor Brands Group or by a member of the VF Group or by any other Person.

“ Record Date ” has the meaning set forth in the Separation and Distribution Agreement.

“ Retirement Eligible Employee ” means a VF Employee or a Kontoor Brands Employee who, as of the Distribution Date, is age 55 or older and has worked for VF or Kontoor Brands for 10 years or more.

“ Separation and Distribution Agreement ” means the Separation and Distribution Agreement dated as of May 22, 2019, by and between VF and Kontoor Brands, to which this Agreement is Exhibit A.

“ Sponsored Employee ” means any Kontoor Brands Employee working on a visa or work permit sponsored by VF or a VF Group member as of immediately prior to the Distribution Date.

“ Stub Period ” means the period during which VF adjusted its fiscal year. For the avoidance of doubt, the Stub Period began on January 1, 2018 and concluded on March 31, 2018.

“ Transferred Kontoor Brands Employee ” means any individual who VF and Kontoor Brands mutually agree following the Distribution Date should have his or her employment transferred from the VF Group to the Kontoor Brands Group.

“ U.S. Kontoor Brands Employee ” means any Kontoor Brands Employee who is employed (or, in the case of former employees, was last actively employed) in the United States.

“ U.S. Kontoor Brands Participant ” means any Kontoor Brands Participant employed or engaged (or, in the case of former employees, individual independent contractors or consultants, was last actively employed or engaged, as applicable) in the United States.

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“ VF 401(k) Plan ” means any VF Plan that is a defined contribution plan intended to qualify under Section 401(a) of the Code.

“ VF Awards ” means, collectively, the VF Options, the VF PSUs, the VF RSUs and the VF Special Awards.

“ VF Bonus Plan ” means any VF Plan that is a cash bonus or cash incentive plan. For the avoidance of doubt, the V.F. Corporation Management Incentive Compensation Plan is a VF Bonus Plan.

“ VF CBA ” means any Collective Bargaining Agreement covering VF Employees or VF Contractors, as applicable.

“ VF Compensation Committee ” means the Talent and Compensation Committee of the VF Board.

“ VF Contractor ” means each individual independent contractor or consultant (other than a Kontoor Brands Contractor) of any member of the VF Group, or solely for purposes of Article 8, any non-employee director of the VF Board.

“ VF DCP ” means the V.F. Corporation Deferred Compensation Plan.

“ VF Director ” means a member of the VF Board.

“ VF Directors Savings Plan ” means the V.F. Corporation Amended and Restated Deferred Savings Plan for Non-Employee Directors.

“ VF EDSP ” means the V.F. Corporation Executive Deferred Savings Plan.

“ VF EDSP II ” means the V.F. Corporation Executive Deferred Savings Plan II.

“ VF Employee ” means each individual who, as of the Distribution Date, is (a) not a Kontoor Brands Employee and (b) either (i) actively employed by any member of the VF Group or (ii) (x) an inactive employee (including any employee on short- or long-term disability leave or other authorized leave of absence) or (y) a former employee, in each case, of any member of the VF Group, including those former employees of the Jeanswear Business who become a former employee prior to the Distribution Date.

“ VF Equity Plan ” means the V.F. Corporation 1996 Stock Compensation Plan.

“ VF FSA ” means any VF Plan that is a flexible spending account for health and dependent care expenses.

“ VF Group ” has the meaning set forth in the Separation and Distribution Agreement.

“ VF H&W Plan ” means any VF Plan that is (a) an “employee welfare benefit plan” or “welfare plan” (as defined under Section 3(1) of ERISA) or (b) a similar plan that is sponsored, maintained, administered, contributed to or entered into outside of the United States. For the avoidance of doubt, VF FSAs are VF H&W Plans.

“ VF NQ Savings Plans ” means the VF EDSP and the VF EDSP II.

“ VF Option ” means each option to acquire VF Common Stock granted under the VF Equity Plan.

“ VF Participant ” means any individual who is a VF Employee or VF Contractor, and any beneficiary, dependent or alternate payee of such individual, as the context requires.

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“ VF Plan ” means any Employee Plan (other than a Kontoor Brands Plan) sponsored, maintained, administered, contributed to or entered into by any member of the VF Group. For the avoidance of doubt, no Kontoor Brands Plan is a VF Plan.

“ VF Post-Distribution Stock Value ” means the value of VF Common Stock immediately following the Distribution Date, determined, for VF Employees, based on the methodology specified by the VF Compensation Committee and, for Kontoor Brands Employees, based on the methodology specified by the VF Compensation Committee and the Kontoor Brands Compensation Committee.

“ VF Pre-Distribution Stock Value ” means the value of VF Common Stock immediately prior to the Distribution Date, determined, for VF Employees, based on the methodology specified by the VF Compensation Committee and, for Kontoor Brands Employees, based on the methodology specified by the VF Compensation Committee and the Kontoor Brands Compensation Committee.

“ VF PSU ” means each award of restricted share units with respect to VF Common Stock granted under the VF Equity Plan subject to performance-based vesting conditions.

“ VF Retiree H&W Plan ” means any VF H&W Plan that provides or promises any post-retirement health, medical or life insurance or similar benefits (whether insured or self-insured).

“ VF RSU ” means each award of restricted share units with respect to VF Common Stock granted under the VF Equity Plan (other than VF PSUs).

“ VF SERP ” means the V.F. Corporation Amended and Restated Supplemental Executive Retirement Plan.

“ VF Special Awards ” means any restricted stock or restricted stock unit designated as a special award by VF.

“ VF Specified Rights ” means any and all rights to enjoy, benefit from or enforce any and all restrictive covenants, including covenants relating to non-disclosure, non-solicitation, non-competition, confidentiality or Intellectual Property, pursuant to any Employee Plan covering or with any Kontoor Brands Employee, Kontoor Brands Contractor, VF Employee or VF Contractor and to which any member of the Kontoor Brands Group or VF Group is a party (other than Kontoor Brands Specified Rights).

“ VF U.S. Qualified Pension Plan ” means the V.F. Corporation Pension Plan.

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

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ARTICLE 2

G ENERAL A LLOCATION OF L IABILITIES ; I NDEMNIFICATION

Section 2.01. Allocation of Employee-Related Liabilities .

(a)    Subject to the terms and conditions of this Agreement, effective as of the Distribution Date, VF shall, or shall cause the applicable member of the VF Group to, assume and retain, and no member of the Kontoor Brands Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any VF Participant or any VF Plan, in each case, other than any Kontoor Brands Assumed Employee Liabilities (as defined below), or (ii) attributable to actions expressly specified to be taken by any member of the VF Group under this Agreement, in each case, (x) whether arising before, on or after the Distribution Date, (y) whether based on facts occurring before, on or after the Distribution Date and (z) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of Applicable Law or contract or (iii) expressly assumed or retained, as applicable, by any member of the VF Group pursuant to this Agreement (collectively, “ VF Retained Employee Liabilities ”). For the avoidance of doubt, all VF Retained Employee Liabilities are VF Liabilities for purposes of the Separation and Distribution Agreement.

(b)    Subject to the terms and conditions of this Agreement, effective as of the Distribution Date, Kontoor Brands shall, or shall cause the applicable member of the Kontoor Brands Group to, assume, and no member of the VF Group shall have any further obligation with respect to, any and all Liabilities (i) relating to, arising out of or in respect of any Kontoor Brands Participant or any Kontoor Brands Plan or (ii) attributable to actions expressly specified to be taken by any member of the Kontoor Brands Group under this Agreement, in each case, (x) whether arising before, on or after the Distribution Date, (y) whether based on facts occurring before, on or after the Distribution Date and (z) irrespective of which Person such Liabilities are asserted against or which Person such Liabilities attached to as a matter of Applicable Law or contract (collectively, “ Kontoor Brands Assumed Employee Liabilities ”), including without limitation:

(i)    employment, separation or retirement agreements or arrangements to the extent applicable to any Kontoor Brands Participant;

(ii)    wages, salaries, incentive compensation, commissions, bonuses and other compensation payable to any Kontoor Brands Participants, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses and other compensation are or may have been earned;

(iii)    severance or similar termination-related pay or benefits applicable to any Kontoor Brands Participant relating to the termination or alleged termination of any Kontoor Brands Participant’s employment or service with the Kontoor Brands Group or VF Group that occurs prior to, at or after the Distribution;

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(iv)    claims made by or with respect to any Kontoor Brands Participant in connection with any employee benefit plan, program or policy, without regard to when such claim is in respect of;

(v)    workers’ compensation and unemployment compensation benefits for all Kontoor Brands Participants;

(vi)    change in control, transaction bonus, retention and stay bonuses payable to any Kontoor Brands Participants;

(vii)    the Kontoor Brands CBAs;

(viii)    any Applicable Law (including ERISA and the Code) to the extent related to participation by any Kontoor Brands Participant in any Employee Plan;

(ix)    any Actions, allegations, demands, assessments, settlements or judgments relating to or involving any Kontoor Brands Participant (including, without limitation, those relating to labor and employment, wages, hours, overtime, employee classification, hostile workplace, civil rights, discrimination, harassment, affirmative action, work authorization, immigration, safety and health, information privacy and security, workers’ compensation, continuation coverage under group health plans, wage payment, hiring practice and the payment and withholding of Taxes);

(x)    any costs or expenses incurred in designing, establishing and administering any Kontoor Brands Plans or payroll or benefits administration for Kontoor Brands Participants;

(xi)    the employer portion of any employment, payroll or similar Taxes relating to any of the foregoing or any Kontoor Brands Participant; and

(xii)    any Liabilities expressly assumed or retained, as applicable, by any member of the Kontoor Brands Group pursuant to this Agreement.

For the avoidance of doubt, all Kontoor Brands Assumed Employee Liabilities are Kontoor Brands Liabilities for purposes of the Separation and Distribution Agreement.

Section 2.02. Indemnification . For the avoidance of doubt, the provisions of Article 5 of the Separation and Distribution Agreement shall apply to and govern the indemnification rights and obligations of the parties with respect to the matters addressed by this Agreement.

ARTICLE 3

E MPLOYEES AND C ONTRACTORS ; E MPLOYMENT AND

C OLLECTIVE B ARGAINING A GREEMENTS

Section 3.01. Transfers of Employment .

(a)    Except as provided for in this Section 3.01, effective as of or prior to the Distribution Date, (i) the employment of each Kontoor Brands Employee, to the extent employed at such time, will be transferred to or continued by, as applicable, a member of the Kontoor Brands Group and (ii) the employment of each VF Employee, to the extent employed at such time, each Kontoor Brands Inactive Employee and each Former Kontoor Brands Employee will be continued by a member of the VF Group. Before the Distribution Date, VF and Kontoor Brands shall cooperate in good faith to transfer the employment of each Kontoor Brands Employee from the VF Group to the Kontoor Brands Group, and the parties shall use their reasonable best efforts to cause all such transfers of employment to occur no later than the Distribution Date; provided, however , that the parties agree to mutually cooperate to transfer the employment of any Transferred Kontoor Brands Employees to the Kontoor Brands Group as soon as possible following the Distribution Date and, unless as otherwise contemplated in connection with the Transition Services Agreement, in no event later than the expiration of the Delayed Transfer Period. For the avoidance of doubt, each Transferred Kontoor Brands Employee shall be deemed to be a Kontoor Brands Employee for all purposes of the Agreement following the applicable date of transfer of his or her employment from the VF Group to the Kontoor Brands Group.

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(b)    Notwithstanding anything to the contrary in this Agreement, each Kontoor Brands Employee who, except for any Kontoor Brands Employee who is eligible to receive awards under the VF Equity Plan, as of the Distribution Date, is on a leave of absence protected under the Family Medical Leave Act and/or receiving long-term or short-term disability benefits under a VF H&W Plan (each, a “ Kontoor Brands Inactive Employee ”) will continue to be employed by a member of the VF Group until such individual returns to active service. In the event that such Kontoor Brands Inactive Employee returns to active service on or before the six (6) month anniversary of the Distribution Date (the “ Delayed Transfer Period ”), Kontoor Brands will make an offer of employment to such Kontoor Brands Inactive Employee on terms and conditions of employment consistent with (A) this Agreement and (B) the terms and conditions of employment applicable to such Kontoor Brands Inactive Employee at such time). For the avoidance of doubt, (x) effective on or before the Distribution Date, the employment of each Kontoor Brands Employee who is eligible to receive awards under the VF Equity Plan and/or on an approved leave of absence (other than any Kontoor Brands Inactive Employee) will continue with or be transferred to, as applicable, the Kontoor Brands Group in accordance with Section 3.01(a), (y) all costs relating to any compensation, benefits, severance or other employment-related costs in respect of Kontoor Brands Inactive Employees will constitute Kontoor Brands Assumed Employee Liabilities and (z) any VF Employee that was to be a Kontoor Brands Inactive Employee but for the employee’s failure to return to active service on or before the six (6) month anniversary of the Distribution Date will not be considered a Kontoor Brands Inactive Employee, and the parties shall mutually cooperate in good faith to determine the status of such VF Employee. Any New Kontoor Brands Employees will be hired by a member of the Kontoor Brands Group, and will be deemed to be a Kontoor Brands Employee for all purposes of this Agreement from and after the applicable date of hire. For the avoidance of doubt, any New Kontoor Brands Employee will be deemed to be a Kontoor Brands Employee for all purposes of this Agreement following his or her applicable hire date (regardless of whether hired by a member of the Kontoor Brands Group or a member of the VF Group).

(c)    When required, each of the parties hereto agrees to execute, and to use his or her reasonable best efforts to have the applicable employees execute, any such documentation or consents as may be necessary or desirable to reflect or effectuate any such assignments or transfers contemplated by this Section 3.01.

(d)    Effective as of the Distribution Date, (i) Kontoor Brands shall adopt or maintain, and shall cause each member of the Kontoor Brands Group to adopt or maintain, leave of absence programs and (ii) Kontoor Brands shall honor, and shall cause each member of the Kontoor Brands Group to honor, all terms and conditions of authorized leaves of absence which have been granted to any Kontoor Brands Participant before the Distribution Date, including such leaves that are to commence on or after the Distribution Date.

(e)    In the event that the parties reasonably determine following the Distribution Date that (i) any individual employed outside the United States who is not a Kontoor Brands Employee has inadvertently become employed by a member of the Kontoor Brands Group (due to the operation of transfer of undertakings or similar Applicable Law), the parties shall cooperate and take such actions as may be reasonably necessary in order to cause the employment of such individual to be promptly transferred to a member of the VF Group, and VF shall reimburse the applicable members of the Kontoor Brands Group for all compensation, benefits and other employment-related costs incurred by the Kontoor Brands Group members in employing and transferring such individuals or (ii) any individual employed outside the United States who was intended to transfer to, and become employed by, a member of the Kontoor Brands Group pursuant to the operation of transfer of undertakings or similar Applicable Law instead continues to be employed by the VF Group, the parties shall cooperate and take such actions as may be reasonably necessary in order to cause the employment of such individual to be promptly transferred to a member of the Kontoor Brands Group, and Kontoor Brands shall reimburse the applicable members of the VF Group for all compensation, benefits and other employment-related costs incurred by VF Group members in employing and transferring such individuals.

(f)    With respect to any employment agreements or restrictive covenant agreements with Kontoor Brands Employees or VF Employees to which a member of the Kontoor Brands Group or a member of the VF Group, respectively, is not a party, or which do not otherwise transfer to a Kontoor Brands Group member or a VF

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Group member, respectively, by operation of Applicable Law, the parties shall use reasonable best efforts to assign the applicable employment agreement or restrictive covenant agreement to a member of the Kontoor Brands Group or a member of the VF Group, as applicable, in the applicable jurisdiction, and Kontoor Brands or VF, as applicable, shall, or shall cause a member of the Kontoor Brands Group or a member of the VF Group, respectively, to assume and perform such employment agreements or restrictive covenant agreements in accordance with their terms; provided , however, that this Section 3.01(f) shall not apply to any employment agreements or restrictive covenant agreements with any Kontoor Brands Participants who are employed in a jurisdiction outside of the United States in which the parties do not intend for such agreements to be transferred to the Kontoor Brands Group.

Except as provided in Section 8.05(k), with respect to any Delayed Transfer Employee, references to the “Distribution Date” in this Agreement, as applicable, shall in each case be deemed to refer to the date such Delayed Transfer Employee commences employment with the Kontoor Brands Group, mutatis mutandis , if later.

Section 3.02. Contractors . With respect to any independent contractor or consulting agreements with Kontoor Brands Contractors or VF Contractors to which a Kontoor Brands Group member or a VF Group member, respectively, is not a party, or which do not otherwise transfer to a Kontoor Brands Group member or a VF Group member, respectively, by operation of Applicable Law, the parties shall use reasonable best efforts to assign the applicable agreements to a member of the Kontoor Brands Group or a member of the VF Group, as applicable, in the applicable jurisdiction, and Kontoor Brands or VF, as applicable, shall, or shall cause a member of the Kontoor Brands Group or a member of the VF Group, respectively, to assume and perform any obligations under such independent contractor and consulting agreements.

Section 3.03. Assumption of Collective Bargaining Agreements; Labor Relations.

(a)    From and after the Distribution Date, Kontoor Brands hereby agrees to comply with and honor the Kontoor Brands CBAs and become, and fulfill its obligations as, a successor employer to the applicable VF Group member for all purposes under the Kontoor Brands CBAs with respect to any Kontoor Brands Employee or Kontoor Brands Contractor, and Kontoor Brands assumes responsibility for, and VF or the relevant member of the VF Group hereby ceases to be responsible for or to otherwise have any Liability in respect of, the Kontoor Brands CBAs to the extent that they pertain to any Kontoor Brands Employee or Kontoor Brands Contractor. To the extent that any Kontoor Brands CBA is maintained outside of the United States, Kontoor Brands agrees to assume and honor any obligations under such Kontoor Brands CBA, as such obligations relate to any Kontoor Brands Employee or Kontoor Brands Contractor, in accordance with industry and regulatory standards.

(b)    To the extent required by Applicable Law, any Kontoor Brands CBA, any VF CBA or any other Collective Bargaining Agreement, the parties shall cooperate and consult in good faith to provide notice, engage in consultation, and take any similar action that may be required on their part in connection with the Distribution.

Section 3.04. Assumption of Individual Kontoor Brands Employee Agreements and Kontoor Brands Contractor Agreements. From and after the Distribution Date, Kontoor Brands hereby agrees to comply with and honor any employment or services agreement between any member of the VF Group or the Kontoor Brands Group, as the case may be, on the one hand, and any Kontoor Brands Employee or Kontoor Brands Contractor, on the other hand, and assumes responsibility for, and, to the extent applicable, VF or the relevant member of the VF Group hereby ceases to be responsible for or to otherwise have any Liability in respect of, such agreements.

Section 3.05. Assignment of Specified Rights . To the extent permitted by Applicable Law and the applicable agreement, if any, effective as of the Distribution Date, (i) VF hereby assigns, to the maximum extent possible, on behalf of itself and the VF Group, the Kontoor Brands Specified Rights, to Kontoor Brands and (ii) Kontoor Brands hereby assigns, to the maximum extent possible, on behalf of itself and the Kontoor Brands Group, the VF Specified Rights, to VF.

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ARTICLE 4

P LANS

Section 4.01. Plan Participation. Except as otherwise expressly provided in this Agreement, effective as of immediately prior to the Distribution Date, (a) (i) all Kontoor Brands Participants shall cease any participation in, and benefit accrual under, the VF Plans and (ii) all members of the Kontoor Brands Group shall cease to be participating employers under the VF Plans and (b) to the extent applicable, (i) all VF Participants shall cease any participation in, and benefit accrual under, the Kontoor Brands Plans and (ii) all members of the VF Group shall cease to be participating employers under the Kontoor Brands Plans. Prior to the Distribution Date, VF and Kontoor Brands shall take all actions necessary to effectuate the actions contemplated by this Section 4.01 and to cause (A) the applicable Kontoor Brands Group member to have in effect such corresponding Kontoor Brands Plan as of the Distribution Date except as otherwise set forth in this Agreement, (B) the applicable Kontoor Brands Group Member to assume or retain all Liabilities with respect to each Kontoor Brands Plan and the applicable VF Group member to assume or retain all Liabilities with respect to each VF Plan, in each case, effective as of the Distribution Date and (C) all assets of any Kontoor Brands Plan to be transferred to or retained by the applicable Kontoor Brands Group member in the applicable jurisdiction and all assets of any VF Plan to be transferred to or retained by the applicable VF Group member in the applicable jurisdiction, in each case, effective as of the Distribution Date. Effective as of the Distribution Date, VF shall not be considered a fiduciary for any Kontoor Brands Plans.

Section 4.02. Service Credit . From and after the Distribution Date, for purposes of determining eligibility to participate, vesting and benefit accrual under any Kontoor Brands Plan in which a Kontoor Brands Employee is eligible to participate on and following the Distribution Date, such Kontoor Brands Employee’s service with any member of the VF Group or the Kontoor Brands Group, as the case may be, prior to the Distribution Date shall be treated as service with the Kontoor Brands Group, to the extent recognized by the VF Group or the Kontoor Brands Group, as applicable, under an analogous VF Plan or Kontoor Brands Plan, as applicable, prior to the Distribution Date; provided , however , that such service shall not be recognized to the extent that such recognition would result in any duplication of benefits.

ARTICLE 5

R ETIREMENT P LANS

Section 5.01. 401(k) Plan .

(a)    Effective as of the Distribution Date, each Kontoor Brands Participant who participates in the VF 401(k) Plan immediately prior to the Distribution Date will (i) cease active participation in the VF 401(k) Plan and (ii) become eligible to participate in the Kontoor Brands 401(k) Plan. For the avoidance of doubt, all employee pre-tax deferrals and employer contributions with respect to the Kontoor Brands Participants will be made to the Kontoor Brands 401(k) Plan on and following the Distribution Date.

(b)    Effective as of the Distribution Date, the account balances, and any related participant loans, of all Kontoor Brands Participants that are active participants in the VF 401(k) Plan will be transferred from the VF 401(k) Plan to the Kontoor Brands 401(k) Plan via a trust-to-trust transfer, including all account balances and employee loans, as well as any residual liability, under the VF 401(k) Plan with respect to Kontoor Brands Participants in accordance with all Applicable Laws, including the Code; provided , however , that in the case of any Delayed Transferred Employees, such Kontoor Brands Participants’ account balances, including any related participant loans, will be transferred at the time each such Delayed Transferred Employee commences employment with a member of the Kontoor Brands Group. Following the time in which the trust-to-trust transfer is complete, Kontoor Brands and/or the Kontoor Brands 401(k) Plan shall assume all Liabilities of VF under the VF 401(k) Plan with respect to all participants in the VF 401(k) Plan whose balances and loans were transferred to the Kontoor Brands 401(k) Plan pursuant to this Section 5.01 and VF and the VF 401(k) Plan shall have no Liabilities to provide such participants with benefits under the VF 401(k) Plan following such transfer.

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(c)    From and after the Distribution Date, the applicable member of the Kontoor Brands Group shall be responsible for the administration of the Kontoor Brands 401(k) Plan, and no member of the VF Group shall have any Liability or obligation (including any administration obligation) with respect to the Kontoor Brands 401(k) Plan or any member of the Kontoor Brands Group with respect to the Kontoor Brands 401(k) Plan.

Section 5.02. Non-U.S. Defined Contribution Plans . As set forth in Article 10, and except as provided in this Section 5.02, the parties shall reasonably cooperate in good faith to effect the provisions of this Agreement with respect to any Non-U.S. Defined Contribution Plans, which in all cases shall be consistent with the general approach and philosophy regarding the allocation of assets and Liabilities (as expressly set forth in the recitals to this Agreement).

Section 5.03. VF U.S. Qualified Pension Plan .

(a)    Effective as of the Distribution Date, each Kontoor Brands Participant who participates in the VF U.S. Qualified Pension Plan will cease active participation in the VF U.S. Qualified Pension Plan. VF shall retain sponsorship of the VF U.S. Qualified Pension Plan and all assets and Liabilities relating to Kontoor Brands Participants under the VF U.S. Qualified Pension Plan, including any additional benefits accrued under the VF U.S. Qualified Pension Plan on or before December 31, 2018 (to the extent not yet contributed).

(b)    On or before June 30, 2019, VF shall credit to each Kontoor Brands Participant who participated in the VF U.S. Qualified Pension Plan on or before the Distribution Date, amounts provided under any VF Bonus Plan to the extent such amounts would be otherwise accrued under the VF U.S. Qualified Pension Plan.

Section 5.04. Non-U.S. Pension Plans. As set forth in Article 10, and except as provided in this Section 5.04, the parties shall reasonably cooperate in good faith to effect the provisions of this Agreement with respect to any Non-U.S. Pension Plans, which in all cases shall be consistent with the general approach and philosophy regarding the allocation of assets and Liabilities (as expressly set forth in the recitals to this Agreement).

Section 5.05. VF NQ Savings Plans.

(a)    Effective as of the Distribution Date, each Kontoor Brands Participant who participates in the VF NQ Savings Plans as of immediately prior to the Distribution Date (i) will cease active participation in the VF NQ Savings Plan and (ii) will become eligible to participate in a corresponding Kontoor Brands non-qualified savings and investment plan (the “ Kontoor Brands NQ Savings Plans ”). For the avoidance of doubt, from and after the Distribution Date, each Kontoor Brands Participant shall not actively participate in or accrue any additional benefits under the VF NQ Savings Plans.

(b)    On or before the Distribution Date, any and all costs, expenses or Liabilities relating to participation by Kontoor Brands Participants in the VF NQ Savings Plans shall be assumed by the Kontoor Brands Group and constitute Kontoor Brands Assumed Employee Liabilities. Effective as of the Distribution Date, (i) Kontoor Brands shall, and shall cause the Kontoor Brands NQ Savings Plans to, accept all assets and assume all Liabilities under the VF NQ Savings Plan with respect to Kontoor Brands Participants, (ii) VF shall, and shall cause the VF NQ Savings Plans to, transfer all such assets and Liabilities to the Kontoor Brands NQ Savings Plans and (iii) the VF NQ Savings Plans and the VF Group shall have no further Liability or obligation (including any administration obligation) with respect thereto. The VF NQ Savings Plans shall continue to be responsible for Liabilities in respect of VF Participants.

(c)    On and following the Distribution Date, any effective deferral elections made by a Kontoor Brands Participant with respect to amounts deferred by such Kontoor Brands Participant under, and in accordance with the terms of, the VF NQ Savings Plans prior to the Distribution Date, shall remain in effect with respect to such amounts in accordance with their terms.

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(d)    Kontoor Brands Participants shall receive credit under the Kontoor Brands NQ Savings Plans for vesting, eligibility and benefit service for all service credited for those purposes under the VF NQ Savings Plans as of the Distribution Date as if that service had been rendered to the Kontoor Brands Group.

(e)     To the maximum extent permitted by Section 409A of the Code, a Kontoor Brands Participant shall not be considered to have undergone a “separation from service” for purposes of Section 409A of the Code and the VF NQ Savings Plan solely by reason of the Distribution, and, following the Distribution Date, the determination of whether a Kontoor Brands Participant has incurred a separation from service with respect to his or her benefit in the Kontoor Brands NQ Savings Plan shall be based solely upon his or her performance of services for the Kontoor Brands Group.

(f)    On or before the Distribution Date, the Kontoor Brands Group shall adopt a rabbi trust (the “ Kontoor Brands Rabbi Trust ”), the terms of which shall be substantially similar to those of the trust governed by the Trust Agreement Between VF Corporation and Fidelity Management Trust Company, dated April 1, 2016 (“ VF Rabbi Trust ”). In connection with the assumption by the Kontoor Brands Group and the Kontoor Brands NQ Savings Plans of the Liabilities relating to participation by Kontoor Brands Participants in the VF NQ Savings Plans, on or as soon as reasonably practicable following the Distribution Date, VF shall, or shall cause the VF Rabbi Trust to, transfer in kind to the Kontoor Brands Rabbi Trust a percentage of the assets held by the VF Rabbi Trust (if any) equal to the percentage represented by a fraction, the numerator of which is the aggregate value of the account balances and accrued benefits of Kontoor Brands Participants under the VF NQ Savings Plans covered by the VF Rabbi Trust as of immediately prior to the Distribution Date and the denominator of which is the aggregate value of all account balances and accrued benefits of all participants under such plans as of immediately prior to the Distribution Date. VF Corporation shall also make an additional contribution to the Kontoor Brands Rabbi Trust equal to the Kontoor Brands Participants’ pro rata portion of certain corporate-owned life insurance used to pay VF NQ Savings Plan benefits.

Section 5.06. VF DCP. Effective as of the Distribution Date, VF shall retain sponsorship of the VF DCP but shall terminate and liquidate the VF DCP effective December 31, 2019, with distributions to affected VF Participants and Kontoor Brands Participants to occur in calendar year 2020.

Section 5.07. VF SERP .

(a)    Effective as of the Distribution Date, each Kontoor Brands Participant who participates in the VF SERP will cease active participation in the VF SERP. VF shall retain sponsorship of the VF SERP and all assets and Liabilities relating to Kontoor Brands Participants under the VF SERP, including any additional benefits accrued under the VF SERP on or before December 31, 2018 (to the extent not yet contributed).

(b)    On or before June 30, 2019, VF shall credit to each Kontoor Brands Participant who participated in the VF SERP on or before the Distribution Date, amounts provided under the VF Bonus Plan to the extent such amounts would be otherwise accrued under the VF SERP.

(c)    To the maximum extent permitted by Section 409A of the Code, a Kontoor Brands Participant shall not be considered to have undergone a “separation from service” for purposes of Section 409A of the Code and the VF SERP solely by reason of the Distribution.

Section 5.08. VF Directors Savings Plan.

(a)    Effective as of the Distribution Date, each Kontoor Brands Director will become eligible to participate in a Kontoor Brands non-qualified savings and investment plan similar to the VF Directors Savings Plan (the “ Kontoor Brands Directors Savings Plan ”). All directors of Kontoor Brands shall be eligible for the Kontoor Brands Directors Savings Plan. For the avoidance of doubt, each Kontoor Brands Director who also serves as a VF Director may participate in both the VF Directors Savings Plan and the Kontoor Brands Directors Savings Plan, pursuant to the terms set forth in each plan.

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(b)    On and following the Distribution Date, any effective deferral elections made by a Kontoor Brands Director under, and in accordance with the terms of, the VF Directors Savings Plan prior to the Distribution Date, shall remain in effect with respect to such amounts in accordance with their terms.

Section 5.09. Section 409A . The parties shall cooperate in good faith so that the transactions contemplated by this Agreement and the Separation Agreement will not result in adverse tax consequences under Section 409A of the Code to any Kontoor Brands Participant, in respect of their benefits under any Employee Plan. In the event that Kontoor Brands does not comply with its notification obligation pursuant to Section 11.01, Kontoor Brands shall indemnify, defend and hold the VF Group harmless from and against any Actions and any Liabilities related thereto.

ARTICLE 6

H EALTH AND W ELFARE P LANS ; P AID T IME O FF AND V ACATION

Section 6.01. Cessation of Participation in VF H&W Plans ; Participation in Kontoor Brands H&W Plans.

(a)    Without limiting the generality of Section 4.01, effective as of the Distribution Date, Kontoor Brands Participants shall cease to participate in the VF H&W Plans.

(b)    Effective as of the Distribution Date, Kontoor Brands shall cause Kontoor Brands Participants who participate in a VF H&W Plan immediately prior to the Distribution Date to be automatically enrolled in a corresponding Kontoor Brands H&W Plan.

(c)    To the extent applicable, Kontoor Brands shall use commercially reasonable efforts to cause Kontoor Brands H&W Plans to recognize and maintain all coverage and contribution elections made by Kontoor Brands Participants under the corresponding VF H&W Plans as of the Distribution Date and apply such elections under the applicable Kontoor Brands H&W Plan for the remainder of the period or periods for which such elections are by their terms applicable.

(d)    Neither the transfer nor other movement of employment or service from any member of the VF Group to any member of the Kontoor Brands Group at any time before the Distribution Date shall constitute or be treated as a “status change” under the VF H&W Plans or the Kontoor Brands H&W Plans.

(e)    Subject to the terms of the applicable Kontoor Brands H&W Plan and Applicable Law, Kontoor Brands shall use its reasonable best efforts to waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to Kontoor Brands Participants under any Kontoor Brands H&W Plan in which any such Kontoor Brands Participant may be eligible to participate on or after the Distribution Date to the extent that such conditions, exclusions and waiting periods are not applicable to or had been previously satisfied by any such Kontoor Brands Participant under the corresponding VF H&W Plans.

Section 6.02. Assumption of Health and Welfare Plan Liabilities . Subject to Section 6.03, effective as of the Distribution Date, all Liabilities relating to, arising out of, or resulting from health and welfare coverage or claims incurred prior to the Distribution Date by each Kontoor Brands Participant under the VF H&W Plans shall remain Liabilities of the VF Group and shall be deemed to be VF Retained Employee Liabilities; all Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred on or after the Distribution Date by each Kontoor Brands Participant shall be retained under the respective Kontoor Brands H&W Plans, and no portion of the Liability shall be treated as a VF Retained Employee Liability. Without limiting the generality of the foregoing, subject to Section 6.03, any and all costs, expenses or Liabilities relating to participation by Kontoor Brands Participants in the VF H&W Plans during the Delayed Transfer Period shall be reimbursed by Kontoor Brands to the VF Group in accordance with the terms of the Transition Services

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Agreement. For the avoidance of doubt, subject to Section 6.03, (a) all Liabilities arising under any Kontoor Brands H&W Plan and (b) all Liabilities arising out of, relating to or resulting from the cessation of a Kontoor Brands Participant’s participation in any VF H&W Plan (other than a VF Retiree H&W Plan) and transfer to a Kontoor Brands H&W Plan as set forth herein (including any Actions or claims by any Kontoor Brands Participants related thereto) shall, in each case, be Kontoor Brands Assumed Employee Liabilities.

Section 6.03. Retiree Health and Welfare Benefits . Notwithstanding anything to the contrary in Section 6.01 or Section 6.02, (a) effective as of the Distribution Date, all Kontoor Brands Participants shall cease to participate in, and earn benefit service under, any VF Retiree H&W Plan ( provided , that any Kontoor Brands Participant who has elected to receive benefits under any applicable VF Retiree H&W Plan in accordance with the terms of such plan prior to the Distribution Date shall continue to participate in, and receive benefits under, such VF Retiree H&W Plan in accordance with the terms of such plan) and (b) all Liabilities under the VF Retiree H&W Plans (whether relating to VF Participants or Kontoor Brands Participants) will be retained by VF and will constitute VF Retained Employee Liabilities.

Section 6.04. Flexible Spending Account Plan Treatment . Effective as of the Distribution Date, Kontoor Brands shall establish or designate flexible spending accounts for health and dependent care expenses (the “ Kontoor Brands FSAs ”). To the extent applicable, the parties shall take all actions reasonably necessary or appropriate so that the account balances (positive or negative) under the VF FSAs of each Kontoor Brands Participant who has elected to participate therein in the year in which the Distribution Date occurs shall be transferred, effective as of the Distribution Date, from the VF FSAs to the corresponding Kontoor Brands FSAs. The Kontoor Brands FSAs shall assume responsibility as of the Distribution Date for all outstanding dependent care and health care claims under the VF FSAs of each Kontoor Brands Participant for the year in which the Distribution Date occurs and shall assume the rights of and agree to perform the obligations of the analogous VF FSA from and after the Distribution Date. The parties shall cooperate in good faith to provide that the contribution elections of each such Kontoor Brands Participant as in effect immediately before the Distribution Date remain in effect under the Kontoor Brands FSAs from and after the Distribution Date.

Section 6.05. Workers ’ Compensation Liabilities . Unless as otherwise expressly provided in the Separation and Distribution Agreement, effective as of the Distribution Date, all workers’ compensation Liabilities relating to, arising out of or resulting from any claim by any Kontoor Brands Participant that result from an accident or from an occupational disease, if incurred before the Distribution Date, shall be retained by VF and shall constitute VF Retained Employee Liabilities. All workers’ compensation Liabilities relating to, arising out of or resulting from any claim by any Kontoor Brands Participant that result from an accident or from an occupational disease, if incurred on or after the Distribution Date, shall be assumed by Kontoor Brands and shall constitute Kontoor Brands Assumed Employee Liabilities. The parties shall cooperate with respect to any notification to appropriate governmental agencies of the disposition and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and contracts governing the handling of claims.

Section 6.06. Vacation and Paid Time Off . Effective as of the Distribution Date, the applicable Kontoor Brands Group member shall recognize and assume all Liabilities with respect to vacation, holiday, sick leave, paid time off, floating holidays, personal days and other paid time off with respect to Kontoor Brands Participants accrued on or prior to the Distribution Date, and Kontoor Brands shall credit each such Kontoor Brands Participant with such accrual; provided , that if any such vacation or paid time off is required under Applicable Law to be paid out to the applicable Kontoor Brands Participant in connection with the Distribution, such payment will be made by Kontoor Brands as of the Distribution Date, and Kontoor Brands will credit such Kontoor Brands Participant with unpaid vacation time or paid time off in respect thereof; it being understood that any amount of vacation or paid time off required to be paid out in connection with the Distribution shall constitute Kontoor Brands Assumed Employee Liabilities.

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Section 6.07. COBRA .

(a)    The VF Group shall administer the VF Group’s compliance with the health care continuation coverage requirements of COBRA and the corresponding provisions of the VF H&W Plans with respect to Kontoor Brands Participants who incur a COBRA “qualifying event” occurring on or before the Distribution Date; provided , that, for the avoidance of doubt, any Liabilities related thereto shall constitute VF Retained Employee Liabilities.

(b)    Kontoor Brands shall be solely responsible for all Liabilities incurred pursuant to COBRA and for administering, at Kontoor Brands’ expense, compliance with the health care continuation coverage requirements of COBRA and the corresponding provisions of the Kontoor Brands H&W Plans with respect to Kontoor Brands Participants who incur a COBRA “qualifying event” that occurs at any time after the Distribution Date.

(c)    The parties agree that neither the Distribution nor any assignment or transfer of the employment or services of any employee or individual independent contractor as contemplated under this Agreement shall constitute a COBRA “qualifying event” for any purpose of COBRA.

ARTICLE 7

I NCENTIVE C OMPENSATION

Section 7.01. VF Cash Incentive and Cash Bonus Plans . Each Kontoor Brands Participant participating in any VF Bonus Plan with respect to the Stub Period and/or the VF 2019 fiscal year will remain eligible to receive a cash bonus in respect of the Stub Period and/or the VF 2019 fiscal year (the “ 2019 VF Cash Bonuses ”) in accordance with the terms of such applicable VF Bonus Plan. Any 2019 VF Cash Bonuses payable to Kontoor Brands Participants under such VF Bonus Plans will be paid by Kontoor Brands on behalf of VF in accordance with the terms of the applicable VF Bonus Plan (including terms relating to the timing of payment), which such amounts shall constitute Kontoor Brands Assumed Employee Liabilities; provided , that VF will reimburse Kontoor Brands for the portion of the 2019 VF Cash Bonuses paid by Kontoor Brands to Kontoor Brands Participants that relates to the portion of the VF 2019 fiscal year that elapsed prior to the Distribution Date, which such amount to be reimbursed by VF will constitute a VF Retained Employee Liability.

Section 7.02. Kontoor Brands Cash Incentive and Cash Bonus Plans . Each Kontoor Brands Participant participating in any Kontoor Brands Plan that is a cash bonus or cash incentive plan (each, a “ Kontoor Brands Bonus Plan ”) with respect to the Kontoor 2019 fiscal year (the “ 2019 Kontoor Brands Cash Bonuses ”) shall accrue service credit for any time the Kontoor Brands Participant continues to work for VF or the VF Group between April 1, 2019 and the Distribution Date. Any 2019 Kontoor Brands Cash Bonuses payable to Kontoor Brands Participants under such Kontoor Brands Bonus Plans will be paid by Kontoor Brands in accordance with the terms of the applicable Kontoor Brands Bonus Plan (including terms relating to the timing of payment), which such amounts shall constitute Kontoor Brands Assumed Employee Liabilities.