AMENDED AND RESTATED
TENTH SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION
PURSUANT TO THE VF CORPORATION AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The purpose of
this Amended and Restated Tenth Supplemental Annual Benefit
Determination (the “Determination”), which is effective
as of February 7, 2006, is to provide to designated
Participants a Supplemental Pension under the VF Corporation
Amended and Restated Supplemental Executive Retirement Plan (the
“SERP”).
Article II. Definitions
.
As used herein,
words and phrases shall have such meanings as are set forth in the
SERP, the VF Corporation Pension Plan (“Pension Plan”),
and the VF Mid-Term Incentive Plan and VF 2004 Mid-Term Incentive
Plan (collectively, the “Mid-Term Incentive Plan”),
which are implemented under the VF 1996 Stock Compensation Plan.
“Committee” shall mean the Compensation Committee of
the Board of Directors of VF Corporation, or any successor
committee thereto.
Article III. Eligibility for
Benefits.
The
Supplemental Pension shall be payable to the Participant if his or
her employment ceases by reason of: 1) retirement on his or her
Normal Retirement Date, 2) termination of employment or 3) death
while an Employee.
Article IV. Supplemental Pension
Benefits.
4.01
Normal Retirement : The Participants in this Determination
shall receive the following Supplemental Pension payable at Normal
or Late Retirement:
(a) The
Normal Retirement Benefit otherwise payable to the Participant
under the Pension Plan computed without reduction for any maximum
contribution, benefit or compensation limitations imposed by ERISA
or the Code on the Corporation and including in the Normal
Retirement Benefit calculation any compensation deferred by
Participant, but without regard to the amount set forth in Appendix
IV to the Pension Plan for the Participant, and by including as
Compensation for purposes of the Pension Plan: (i) for each
Performance Cycle under the Mid-Term Incentive Plan through the
Performance Cycle commencing with the Corporation’s 2003
fiscal year, the fair market value of 100% of the Stock Units
earned by the Participant as PeRS for such Performance Cycle; and
(ii) for each Performance Cycle under the Mid-Term Incentive
Plan commencing with or after the Corporation’s 2004 fiscal
year, the fair market value of the number
of Stock Units
earned by the Participant as PRSUs for such Performance Cycle
determined by multiplying the total number of Stock Units earned by
the Participant as PRSUs for the Performance Cycle by the
percentage of the Participant’s Target PRSUs for that
Performance Cycle designated by the VF Pension Plan Committee as
potentially includible under this Determination as Compensation for
purposes of the Pension Plan formula. The fair market value of such
Stock Units shall be determined as of the last day of the
Performance Cycle for which such Stock Units are earned; provided,
however, that in the event of the Participant’s Termination
of Employment prior to the Earning Date for a Performance Cycle,
the fair market value of such Stock Units shall be determined
(x) as of the last day of the Corporation’s fiscal year
which includes the Proration Date for situations governed by
Section 8(a)(i), (ii) or (iii) of the Mid-Term
Incentive Plan (Disability or Retirement, death, or involuntary
separation by the Corporation not for Cause prior to a Change in
Control), or (y) as of the Participant’s Termination of
Employment for situations governed by Section 8(a)(iv) of the
Mid-Term Incentive Plan (at or after a Change in Control,
involuntary separation by the Corporation not for Cause or
Termination by the Participant for Good Reason). The amount
includible as Compensation for purposes of the Pension Plan formula
with respect to the Participant’s participation in the
Mid-Term Incentive Plan shall be considered Compensation for the
respective Plan Year in which the respective Performance Cycle for
which the Stock Units are earned ends (or in the event of the
Participant’s Termination of Employment prior to the Earning
Date for a Performance Cycle, for the Plan Year in which occurs the
Participant’s Termination of Employment). Notwithstanding the
foregoing or anything to the contrary in this Determination, the
amount includible under this Determination as Compensation for
purposes of the Pension Plan formula with respect to the
Participant’s participation in the Mid-Term Incentive Plan is
“frozen” at the amount determined on April 30,
2009. A Participant’s Supplemental Pension under this
Determination and the SERP shall not increase after April 30,
2009 by reason of the Participant’s participation in or Stock
Units earned under the Mid-Term Incentive Plan after April 30,
2009.
(b) The
Supplemental Pension set forth in Section 4.01(a) shall be
reduced by any benefits payable to the Participant under the
Pension Plan.
4.02
Termination of Employment : The Supplemental Pension payable
by reason of the
|
