Exhibit 10(T)
VF CORPORATION
MID-TERM INCENTIVE PLAN
1. Purposes. This Mid-Term Incentive Plan (the "Plan") of VF
Corporation (the "Company") is implemented under the Company's 1996 Stock
Compensation Plan (the "1996 Plan") in order to provide an additional means to
attract and retain talented executives, to link a significant element of
executives' compensation opportunity to measures of the Company's performance
extending over more than one year, thereby providing an incentive for successful
long-term strategic management of the Company, and otherwise to further the
purposes of the 1996 Plan.
2. Status as Subplan Under the 1996 Plan; Administration. This Plan
constitutes a subplan implemented under the 1996 Plan. This Plan will be
administered by the Committee (currently the Organization and Compensation
Committee of the Board of Directors) which administers the 1996 Plan in
accordance with the terms of the 1996 Plan. All of the terms and conditions of
the 1996 Plan are hereby incorporated by reference in this Plan, and if any
provision of this Plan or an agreement evidencing an award hereunder conflicts
with a provision of the 1996 Plan, the provision of the 1996 Plan shall govern.
Capitalized terms used in this Plan but not defined herein shall have the same
meanings as defined in the 1996 Plan.
3. Certain Definitions. In addition to terms defined above and in the
1996 Plan, the following are defined terms under this Plan:
(a) "Account" means the account established for a Participant under
Section 7(a).
(b) "Alternative Objective" has the meaning set forth in Section 6(a).
(c) "Cause" means (i) if the Participant has an Employment Agreement,
"Cause" as defined under such Employment Agreement, or (ii) if the Participant
has no Employment Agreement containing such a definition, Participant's gross
misconduct, meaning (A) the Participant' willful and continued refusal
substantially to perform his or her duties with the Company (other than any such
refusal resulting from his or her incapacity due to physical or mental illness),
after a demand for substantial performance is delivered to the Participant by
the Board of Directors which specifically identifies the manner in which the
Board believes that the Participant has refused to perform his or her duties, or
(B) the willful engaging by the Participant in gross misconduct materially and
demonstrably injurious to the Company. For purposes of this definition, no act
or failure to act on the Participant's part shall be considered "willful" unless
done, or omitted to be done, by the Participant not in good faith and without
reasonable belief that his or her action or omission was in the best interest of
the Company.
(d) "Comparison Group" shall mean the peer group of companies designated
by the Committee as the Comparison Group in respect of a given Performance Cycle
under Section 6(c).
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(e) "Disability" means (i) if the Participant has an Employment
Agreement, "Disability" as defined under such Employment Agreement, or (ii) if
the Participant has no Employment Agreement containing such a definition, the
Participant's incapacity due to physical or mental illness resulting in the
Participant's absence from his or her duties with the Company on a full-time
basis for 26 consecutive weeks, and, within 30 days after written notice of
termination has been given by the Company, the Participant has not returned to
the full-time performance of his or her duties.
(f) "Dividend Equivalents" means credits in respect of each PeRS or
other Stock Unit representing an amount equal to the dividends or distributions
declared and paid on a share of Common Stock, subject to Section 7(b).
(g) "Earning Date" has the meaning set forth in Section 6(d).
(h) "Employment Agreement" means a written agreement between the Company
and a Participant securing the Participant's services as an employee for a
period of time and in effect immediately prior to the Participant's Termination
of Employment or, if no such agreement is in effect immediately prior to the
Participant's Termination of Employment, an agreement providing severance
benefits to the Participant upon termination of employment in effect immediately
prior to the Participant's Termination of Employment (including for this purpose
an agreement providing such benefits only during a period following a defined
change in control, whether or not a change in control in fact has occurred prior
to such Termination of Employment).
(i) "Good Reason" means "Good Reason" as defined in the Participant's
Employment Agreement; if the Participant has no such Employment Agreement, no
circumstance will constitute "Good Reason" for purpose of this Plan.
(j) "Participant" means an Employee participating in this Plan.
(k) "Performance Cycle" means the period over which PeRS designated in
respect of the Performance Cycle potentially may be earned. Performance Cycles
generally will be three-year periods extending from January 1 of the initial
year through December 31 of the third year in the Performance Cycle, except that
a one-year and two-year Performance Cycle will begin on January 1, 1999 for
purposes of transition under this Plan. Performance Cycles generally will begin
each year, and therefore will overlap with one another.
(l) "PeRS" means Stock Units which are potentially earnable by a
Participant hereunder upon achievement of specified levels of Total Shareholder
Return as compared to a Comparison Group or other performance goals. The term is
an acronym for "performance-based Restricted Stock Units."
(m) "Pro Rata Portion" means a portion of a specified number of PeRS
relating to a given Performance Cycle determined by multiplying such number of
PeRS by a
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fraction the numerator of which is the number of calendar days from the
beginning of the Performance Cycle to the date of Participant's Termination of
Employment and the denominator of which is the number of calendar days in the
Performance Cycle (subject to adjustment under Section 6(b).
(n) "Stock Unit" is a bookkeeping unit which represents a right to
receive one share of Common Stock upon settlement, together with a right to
accrual of additional Stock Units as a result of Dividend Equivalents as
specified in Section 7(b), subject to the terms and conditions of this Plan.
Stock Units constitute an award under Article IX of the 1996 Plan (including
Section 9.6 thereof). Stock Units are arbitrary accounting measures created and
used solely for purposes of this Plan, and do not represent ownership rights in
the Company, shares of Common Stock, or any asset of the Company.
(o) "Target PeRS" means a number of PeRS designated as a target number
that may be earned by a Participant in respect of a given Performance Cycle plus
the number of PeRS resulting directly or indirectly from Dividend Equivalents on
the originally designated number of Target PeRS.
(p) "Termination of Employment" means the Participant's termination of
employment with the Company or any of its subsidiaries or affiliates in
circumstances in which, immediately thereafter, the Participant is not employed
by any other of the Company or its subsidiaries or affiliates.
(q) "Total Shareholder Return" means the amount, expressed as a
percentage, of market price appreciation or depreciation of a share of common
stock plus dividends on a share of common stock, assuming dividend reinvestment
at the dividend payment date, for a specified year.
4. Shares Available Under the Plan. Shares issuable or deliverable in
settlement of Stock Units shall be drawn from the 1996 Plan. The Committee will
monitor share usage under this Plan and the 1996 Plan to ensure that shares are
available for settlement of PeRS and other Stock Units in compliance with the
requirements of the 1996 Plan.
5. Eligibility. Employees who are eligible to participate in the 1996
Plan may be selected by the Committee to participate in this Plan.
6. Designation and Earning of PeRS.
(a) Designation of PeRS and Related Terms. Not later than 90 days after
the beginning of a Performance Cycle, the Committee shall select Employees to
participate in the Performance Cycle and designate, for each such Participant,
the number of PeRS such Participant shall have the opportunity to earn in such
Performance Cycle. The number of PeRS earnable by each Participant shall range
from 0% to 200% of a specified number of Target PeRS; provided, however, that in
no event may the number of PeRS that may be potentially earnable by any one
Participant in all Performance
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Cycles that begin in any one calendar year exceed the applicable annual
per-person limitation set forth in Section 5.3 of the 1996 Plan. The Committee
shall also specify a table, grid, or formula that sets forth the amount of PeRS
that will be earned corresponding to the percentile rank of the Company's
average Total Shareholder Return for the three years ending on the last day of
the Performance Cycle as compared to the average Total Shareholder Return of the
Comparison Group for the three years ending on the last day of the Performance
Cycle, and any other performance goal (an "Alternative Objective") permitted
under Section 9.3 of the 1996 Plan upon which the earnings of PeRS may be
conditioned. In furtherance of the foregoing, the performance goals and earning
of PeRS for the three Performance Cycles beginning in 1999 shall be as set forth
in Section 6(a)(i) through (iii) below:
(i) Total Shareholder Return Goal. The "PeRS Earned for Total
Shareholder Return Performance" table for the three Performance
Cycles beginning in 1999 shall be as follows:
PERS EARNED FOR TOTAL SHAREHOLDER RETURN PERFORMANCE
Three-Year Average Total Shareholder Return Percentage of Target
Company Percentile Rank vs. PeRS Earned
Comparison Group -----------
90th percentile or higher 200%
80th percentile 175%
75th percentile 150%
60th percentile 120%
50th percentile 100%
45th percentile 75%
40th percentile 50%
Below 40th percentile 0%*
* 50% earnable upon
achievement of
Alternative Objective
(ii) Alternative Objective Based on Earnings Per Share. If the three-year
average Total Shareholder Return of the Company places it below the
40th percentile of the three-year average Total Shareholder Return
of the Comparison Group, 50% of the Target PeRS shall nevertheless
be earned if the Company's earnings per share of Common Stock
(basic) in the final year of the Performance Cycle exceeds the
amount of earnings per share (basic) achieved in the year prior to
the final year of the Performance Cycle by a percentage specified by
the Committee during the first 90 days of the Performance Cycle.
(iii) Determining Percentage of PeRS Earned. In the event the Company's
three-year average Total Shareholder Return falls between two of the
percentiles listed in the left hand column of the table in (i)
above, the
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percentage of PeRS earned in accordance with the table shall be
interpolated (e.g., if the Company's three-year average Total
Shareholder Return placed in the 55th percentile in the left column
in the table, the percentage of Target PeRS earned in the right
column of the table would be 110%). PeRS that are not earned,
including PeRS resulting directly or indirectly from Dividend
Equivalents thereon, will be cancelled.
(b) Additional Participants and PeRS Designations During a Performance
Cycle. The provisions of Section 6(a) notwithstanding, at any time during a
Performance Cycle, the Committee may select a new Employee or a newly promoted
Employee to participate in the Performance Cycle and/or designate, for any such
Participant, the number of PeRS or additional PeRS such Participant shall have
the opportunity to earn in such Performance Cycle; provided, however, that such
designation must be effective at least six months before the stated end date of
the Performance Cycle. In determining the number of Target PeRS to be designated
under this Section 6(b), the Committee may take into account the portion of the
Performance Cycle already elapsed, the performance achieved during such elapsed
portion of the Performance Cycle, and such other considerations as the Committee
may deem relevant. The Committee shall also determine whether any calculation of
the Pro Rata Portion for such Participant shall be adjusted to include or
exclude periods prior to the Participant's employment in the numerator or
denominator used in calculating such amount.
(c) Comparison Group. The Comparison Group for each Performance Cycle
shall be designated by the Committee, provided that, if the Committee does not
designate a new Comparison Group for any Performance Cycle, the Comparison Group
shall be that most recently designated by the Committee. The Comparison Group
for the three Performance Cycles beginning in 1999 shall be as set forth in
Exhibit A to this Plan. In the event a merger, acquisition, or other
extraordinary corporate event affects a company included in the Comparison
Group, if in the Committee's judgment such event causes Total Shareholder Return
for such company not to be comparable with periods prior to the event or
otherwise necessitates a change or adjustment to ensure continued comparability,
the Committee shall make such adjustments, including substituting another
company in place of the affected company, in order to maintain the comparability
of results of the Comparison Group and, to the extent practicable, to remain
consistent with substitutions in the Standard & Poor's Textile Apparel Super
Index; provided, however, that no adjustment shall be authorized hereunder if
and to the extent that such authorization or adjustment would cause the
performance goals for the PeRS not to meet the "performance goal requirement"
set forth in Treasury Regulation 1.162-27(e)(2) under the Internal Revenue Code.
(d) Determination of Number of Earned PeRS. Not later than 75 days after
the end of each Performance Cycle, the Committee shall determine the extent to
which the performance goals for the earning of PeRS were achieved during such
Performance Cycle and the number of PeRS earned by each Participant with respect
to such Performance Cycle. The Committee shall make written determinations that
the performance goals and any other material terms relating to the earning of
PeRS were in fact satisfied. The date at which the Committee makes a final
determination of PeRS
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earned with respect to a given Performance Cycle will be the "Earning Date" for
such Performance Cycle.
7. Certain Terms of PeRS and Other Stock Units.
(a) Account. The Company shall maintain a bookkeeping account for each
Participant reflecting the number of PeRS and other Stock Units then credited to
the Participant hereunder. The Account may include subaccounts or other
designations showing, with respect to separate Performance Cycles, Stock Units
that are PeRS, Stock Units that have been earned but deferred, and other
relevant information. Fractional Stock Units shall be credited to at least three
decimal places for purposes of this Plan.
(b) Dividend Equivalents. Dividend Equivalents shall be paid or credited
on Stock Units, including PeRS that have not yet been earned, but excluding PeRS
or other Stock Units that, at the relevant record date, cannot thereafter be
earned or previously have been settled or, at the relevant payment date,
previously have been cancelled, as follows:
(i) Cash Dividends. If the Company declares and pays a dividend or
distribution on Common Stock in the form of cash, then a number of
additional Stock Units shall be credited to each Participant's
Account as of the payment date for such dividend or distribution
equal to the number of Stock Units credited to the Account as of the
record date for such dividend or distribution multiplied by the
amount of cash actually paid as a dividend or distribution on each
outstanding share of Common Stock at such payment date, divided by
the Fair Market Value of a share of Common Stock at such payment
date.
(ii) NonCommon Stock Dividends. If the Company declares and pays a
dividend or distribution on Common Stock in the form of property
other than shares of Common Stock, then a number of additional Stock
Units shall be credited to each Participant's Account as of the
payment date for such dividend or distribution equal to the number
of Stock Units credited to the Account as of the record date for
such dividend or distribution multiplied by the Fair Market Value of
such property actually paid as a dividend or distribution on each
outstanding share of Common Stock at such payment date, divided by
the Fair Market Value of a share of Common Stock at such payment
date; provided, however, that, in lieu of crediting of additional
Stock Units, the Committee may determine to set aside the same
amount and type of property distributed to a holder of a share of
Common Stock for delivery to the Participant at the time of
settlement of each Stock Unit, in such manner and on such terms as
the Committee may specify.
(iii) Common Stock Dividends and Splits. If the Company declares and pays
a dividend or distribution on Common Stock in the form of additional
shares of Common Stock, or there occurs a forward split of Common
Stock, then a
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number of additional Stock Units shall be credited to each
Participant's Account as of the payment date for such dividend or
distribution or forward split equal to the number of Stock Units
credited to the Account as of the record date for such dividend or
distribution or split multiplied by the number of additional shares
of Common Stock actually paid as a dividend or distribution or
issued in such split in respect of each outstanding share of Common
Stock.
PeRS or other Stock Units that result directly or indirectly from Dividend
Equivalents on PeRS or other Stock Units (the "underlying PeRS or other Stock
Units") previously credited with respect to a Performance Cycle shall be deemed
to relate to that same Performance Cycle, and shall be subject to the same
performance conditions to settlement and other terms and conditions as apply to
the underlying PeRS and other Stock Units. For purposes of this Plan, a PeRS or
other Stock Unit resulting from Dividend Equivalents on PeRS or other Stock
Units previously resulting from Dividend Equivalents is said to result
"indirectly" from the original underlying PeRS or other Stock Unit (that is, the
PeRS or other Stock Unit not originally acquired as a result of Dividend
Equivalents).
(c) Adjustments. The number of Stock Units credited to Participant's
Account shall be appropriately adjusted, in order to prevent dilution or
enlargement of Participants' rights with respect to Stock Units, to reflect any
changes in the number of outstanding shares of Common Stock resulting from any
event referred to in Article XI of the 1996 Plan, taking into account any Stock
Units credited to Participant in connection with such event under Section 7(b)
hereof.
(d) Statements. An individual statement relating to a Participant's
Account will be issued to the Participant not less frequently than annually.
Such statement shall reflect the amount of Stock Units credited to Participant's
Account, transactions therein during the period covered by the statement, and
other information deemed relevant by the Administrator. Such statement may be
combined with or include information regarding other plans and compensatory
arrangements affecting the Participant. A Participant's statements shall
evidence the Company's obligations in respect of Stock Units, including the
number of Stock Units credited as a result of Dividend Equivalents, without the
need for the Company to enter into a separate agreement relating to such
obligations; provided, however, that any statement containing an error shall not
represent a binding obligation to the extent of such error.
8. Effect of Termination of Employment.
(a) Termination Prior to Performance Cycle Earning Date. Except to the
extent set forth in subsections (i) through (iv) of this Section 8(a), upon a
Participant's Termination of Employment prior to the Earning Date with respect
to a given Performance Cycle all unearned PeRS relating to such Performance
Cycle shall cease to be earnable and shall be cancelled, and Participant shall
have no further rights or opportunities hereunder:
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(i) Disability, death, or Retirement. If Termination of Employment is
due to the Disability, death or Retirement (as defined in the 1996
Plan) of the Participant, the Participant or his or her Beneficiary
shall be deemed to have earned and shall be entitled to receive
settlement of the Pro Rata Portion of the PeRS relating to the
Performance Cycle which, at the date of Termination, had commenced
its final year but not yet reached its Earning Date, at the time and
to the extent such PeRS would otherwise be earned and settled, in
accordance with Section 9(a), except that, if the Participant has
timely filed an irrevocable election to defer settlement of PeRS
following a Termination of Employment due to Retirement, such earned
PeRS shall be settled in accordance with such deferral election.
Other PeRS relating to that Performance Cycle, and PeRS relating to
any Performance Cycle which, at the date of such Termination, had
not commenced its final year, will cease to be earnable and will be
cancelled.
(ii) Termination Not Within 36 Months After a Change in Control by the
Company and Other Than for Cause. If Termination of Employment
occurs not within 36 months following a Change in Control (as
defined in the 1996 Plan) and is by the Company other than for
Cause, the Participant shall be deemed to have earned and shall be
entitled to receive settlement of the Pro Rata Portion of the PeRS
relating to the Performance Cycle which, at the date of Termination,
had commenced its final year but not yet reached its Earning Date,
at the time and to the extent such PeRS would otherwise be earned
and settled, in accordance with Section 9(a). Other PeRS relating to
that Performance Cycle, and PeRS relating to any Performance Cycle
which, at the date of such Termination, had not commenced its final
year, will cease to be earnable and will be cancelled.
(iii) Termination Within 36 Months After a Change in Control by the
Company Other than for Cause or by the Participant for Good Reason.
If Termination of Employment occurs within 36 months following a
Change in Control and is either by the Company other than for Cause
or by the Participant for Good Reason, the Participant shall be
deemed to have earned and shall be entitled to settlement of PeRS
relating to each Performance Cycle which has not yet ended or
reached its Earning Date at the date of Termination at the greater
of the number of Target PeRS for such Performance Cycle or the
number of PeRS that would have been earned had such Performance
Cycle ended at the close of business on the day preceding the date
of Termination. Other PeRS relating to those Performance Cycles will
cease to be earnable and will be cancelled. Settlement of PeRS under
this Section 8(a)(iii) shall occur in accordance with Section 9(a)
within five days after such Termination.
(iv) Termination by the Company for Cause and Certain Voluntary
Terminations by the Participant. If Termination of Employment is
either by the Company for Cause or voluntary by the Participant,
other than a Termination within 36 months following a Change in
Control by the Participant for Good Reason,
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PeRS relating to each Performance Cycle which has not yet ended or
reached its Earning Date will cease to be earnable and will be
cancelled.
(b) Termination After Performance Cycle Earning Date. Upon a
Participant's Termination of Employment at or after the Earning Date with
respect to a given Performance Cycle, all Stock Units resulting directly or
indirectly from such Performance Cycle shall be settled in accordance with
Section 9(a) as promptly as practicable after such Termination, except that, if
the Participant has timely filed an irrevocable election to defer settlement of
Stock Units following a Termination of Employment due to Retirement, such Stock
Units shall be settled in accordance with such deferral election.
(c) Release. Any settlement of PeRS or other Stock Units following
Termination of Employment, except for a settlement under Section 8(a)(iii), may
be delayed by the Committee if the Participant's Employment Agreement or any
policy of the Committee then in effect conditions such settlement upon the
Company receiving a full and valid release of claims against the Company.
9. Settlement of PeRS and Other Stock Units.
(a) Settlement If PeRS Not Deferred. Not later than the Earning Date in
respect of each Performance Cycle, the Committee shall settle all PeRS earned in
respect of such Performance Cycle (including PeRS resulting directly or
indirectly from Dividend Equivalents), other than PeRS deferred as Stock Units
under Section 9(b), by issuing and/or delivering to the Participant one share of
Common Stock for each PeRS being settled. Such issuance or delivery shall occur
as promptly as practicable after the Earning Date for the Performance Cycle.
(b) Deferral of PeRS as Stock Units. At any time on or before such date
as may be specified by the Committee, the Participant may elect to defer
settlement of PeRS or other Stock Units to a date (i) later than the Earning
Date for the Performance Cycle to which the PeRS relate or (ii) later than
Termination of Employment due to Retirement, as specified by the Participant;
provided, however, that an optional deferral shall be subject to such additional
restrictions and limitations as the Committee may from time to time specify,
including for purposes of ensuring that the Participant will not be deemed to
have constructively received compensation in connection with such deferral.
(c) Creation of Rabbi Trust. If and to the extent authorized by the
Committee, the Company may create one or more trusts and deposit therein Common
Stock or other property for delivery to the Participant in satisfaction of the
Company's obligations hereunder. Any such trust shall be a "rabbi" trust that
shall not jeopardize the status of the Participant's rights hereunder as
"unfunded" deferred compensation for federal income tax purposes. If so provided
by the Committee, upon the deposit by the Committee of Common Stock in such a
trust, there shall be substituted for the rights of the Participant to receive
settlement by issuance and/or delivery of Common Stock under this Agreement a
right to receive property of the same type as and equal in value to the assets
of the trust (to the extent that such assets represent the full amount of the
Company's obligation at the date of deposit). The trustee of the trust shall not
be
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permitted to diversify trust assets by voluntarily disposing of shares of Common
Stock in the trust and reinvesting proceeds, but such trustee may be authorized
to dispose of other trust assets and reinvest the proceeds in alternative
investments, subject to such terms, conditions, and limitations as the Committee
may specify, including for the purpose of avoiding adverse accounting
consequences to the Company, and in accordance with applicable law.
(d) Settlement of Stock Units at the End of the Deferral Period. Not
later than 15 days after the end of any elective period of deferral or
immediately in the case of a deferral period ending upon a Change in Control,
the Company will settle all Stock Units then credited to a Participant's Account
(including Stock Units resulting directly or indirectly from Dividend
Equivalents) by issuing and/or delivering to the Participant one share of Common
Stock for each PeRS being settled. Any deferral period will end on an
accelerated basis immediately prior to a Change in Control.
(e) Manner of Settlement. The Committee or an administrator to whom the
Committee has delegated authority may, in its or his or her sole discretion,
determine the manner in which shares of Common Stock shall be delivered by the
Company, including the manner in which fractional shares shall be dealt with;
provided, however, that no certificate shall be issued representing a fractional
share. In furtherance of this authority, PeRS and other Stock Units may be
settled by the Company issuing and delivering the requisite number of shares of
Common Stock to a member firm of the New York Stock Exchange which is also a
member of the National Association of Securities Dealers, as selected by the
Company from time to time, which shares shall be deposited by such member firm
in separate brokerage accounts for each Participant. If there occurs any delay
between the settlement date and the date shares are issued or delivered to the
Participant, a cash amount equal to any dividends or distributions the record
date for which fell between the settlement date and the date of issuance or
delivery of the shares shall be paid to the Participant together with the
delivery of the shares.
(f) Tax Withholding. The Company shall deduct from any settlement of a
Participant's PeRS or other Stock Units any Federal, state, or local withholding
or other tax or charge which the Company is then required to deduct under
applicable law. In furtherance of this requirement, the Company shall withhold
from the shares of Common Stock issuable or deliverable in settlement of a
Participant's PeRS or other Stock Units the number of shares having an aggregate
Fair Market Value equal to any Federal, state, and local withholding or other
tax or charge which the Company is required to withhold under applicable law,
unless the Participant has otherwise elected and has made other arrangements
satisfactory to the Company to pay such withholding amounts.
(g) Non-Transferability. Neither a Participant nor any beneficiary shall
have the right to, directly or indirectly, alienate, assign, transfer, pledge,
anticipate, or encumber (except by reason of death) any PeRS or other Stock
Unit, Account or Account balance, or other right hereunder, nor shall any such
PeRS, Stock Unit, Account or Account balance, or other right be subject to
anticipation, alienation, sale, transfer, assignment,
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pledge, encumbrance, attachment, or garnishment by creditors of the Participant
or any beneficiary, or to the debts, contracts, liabilities, engagements, or
torts of the Participant or any Beneficiary or transfer by operation of law in
the event of bankruptcy or insolvency of the Participant or any beneficiary, or
any legal process.
10. General Provisions.
(a) Changes to this Plan. The Committee may at any time amend, alter,
suspend, discontinue, or terminate this Plan, and such action shall not be
subject to the approval of the Company's shareholders; provided, however, that,
without the consent of an affected Participant, no such action may materially
impair the rights of such Participant under this Plan. The foregoing
notwithstanding, the Committee may, in its discretion, accelerate the
termination of any Performance Cycle or any deferral period and the resulting
settlement of PeRS or Stock Units, with respect to an individual Participant or
all Participants.
(b) Delegation of Administrative Authority. The Committee may, in
writing, delegate some or all of its power and responsibilities under the Plan
to an officer of the Company or a committee of officers and employees of the
Company, except such delegation may not include (i) authority to amend the Plan
under Section 10(a), (ii), with respect to any executive officer of the Company,
authority under Section 6 or other authority required to be exercised by the
Committee in order that compensation under the Plan will qualify as
performance-based compensation under Section 162(m) of the Internal Revenue
Code, or (iii) authority that otherwise may not be delegated under the terms of
the 1996 Plan, this Plan, or applicable law. In furtherance of this authority,
the Committee hereby delegates to the VF Pension Plan Committee, as from time to
time designated, authority to administer the Plan and act on behalf of the
Committee to the fullest extent permitted under this Section 10(b). This
delegation of authority to the VF Pension Plan Committee (which shall be
designated the "Administrator" for purposes of the Plan) shall remain in effect
until terminated or modified by resolution of the Committee (without a
requirement that the Plan be amended further). The authority delegated to the
Administrator hereunder shall include:
(i) Authority to adopt such rules for the administration of the Plan as
the Administrator considers desirable, provided they do not conflict
with the Plan; and
(ii) Authority under Section 9(b) to impose restrictions or limitations
on Participant deferrals under the Plan, including in order to
promote cost-effective administration of the Plan; no restriction or
limitation on deferrals shall be deemed to conflict with the Plan.
No individual acting as Administrator (including any member of the committee
serving as Administrator) shall participate in a decision directly affecting his
or her own rights or obligations under the Plan, although participation in a
decision affecting all Participants shall not be prohibited by this provision.
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(c) Nonexclusivity of the Plan. The adoption of this Plan shall not be
construed as creating any limitations on the power of the Board or Committee to
adopt such other compensation arrangements as it may deem desirable for any
Participant.
(d) Effective Date and Plan Termination. This Plan became effective on
January 1, 1999, following its approval by the Committee. This Plan will remain
in effect until such time as the Company and Participants have no further rights
or obligations under this Plan in respect of PeRS or other Stock Units not yet
settled or the Committee otherwise terminates this Plan.
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EXHIBIT A
COMPARISON GROUP FOR PERFORMANCE CYCLES
ENDING IN 1999, 2000, AND 2001
The following 22 companies comprise the Comparison Group for purposes of
the Performance Cycles ending in 1999, 2000, and 2001, under the VF Corporation
Mid-Term Incentive Plan:
1. Ashworth
2. Authentic Fitness
3. Donna Karan
4. Fruit of the Loom, Inc.
5. Haggar
6. Hartmarx
7. Jones Apparel Group
8. Kellwood
9. Liz Claiborne
10. Nautica Enterprises
11. Nike
12. Oshkosh B'Gosh
13. Oxford industries
14. Philips Van Heusen
15. Polo Ralph Lauren
16. Reebok International
17. Russell
18. Sara Lee
19. St. John Knits
20. Tommy Hilfiger
21. Tultex
22. Warnaco