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Exhibit 10.1
FIRST AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this
“Amendment”), dated September 25, 2007, between
PHILLIPS-VAN HEUSEN CORPORATION, a Delaware corporation
(“PVH” and, together with its subsidiaries, the
“Company”), and EMANUEL CHIRICO (the
“Executive”).
W I T N E S S E T H :
WHEREAS, the Company has previously entered into an Amended and
Restated Employment Agreement with the Executive dated as of March
3, 2005 (the “Existing Agreement”);
WHEREAS, the Existing Agreement was entered into subsequent to the
effective date of Section 409A of the Internal Revenue Code of 1986
relating to deferred compensation but prior to the adoption of the
final regulations promulgated thereunder; and
WHEREAS, the parties desire to amend the Existing Agreement to
bring the Existing Agreement into compliance with the final
regulations promulgated under Section 409A of the Internal Revenue
Code of 1986.
NOW, THEREFORE, for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1.
Definitions . Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed thereto
in the Existing Agreement.
2.
Amendments .
(a)
The last sentence of Section 3(b) of the Agreement, which provides
as follows:
To the extent the payment of the Severance
Amount commencing immediately following the Executive’s
date of termination would result in the imposition of the
additional tax under Section 409A of the Code, the first
installment of the Severance Amount (equal to the amount that
would have been paid if the Severance Amount had been paid
ratably during the six-month period following the date of
termination) shall be paid on the first business day that is six
months after the date of termination and all remaining
installments for such 24-month period shall be paid as provided
above.
is deleted in its entirety and the following substituted in lieu
thereof:
If the Executive is a “specified
employee,” as determined under the Company’s policy
for determining specified employees on
the date on which he separates from service, all
payments of the Severance Amount
(other than payments that satisfy the
short-term deferral rule, as defined in Treasury Regulation
§1.409A-1(a)(4), or that are treated as separation pay
under Treasury Regulation §1.409A-1(b)(9)(iii) or
§1.409A-1(b)(9)(v)) shall not be paid or commence to be
paid on any date prior to the first business day after the date
that is six months following the Executive’s separation
from service. The first payment that can be made shall
include the cumulative amount of any amounts that could not be
paid during such six-month period. In addition, interest
will accrue at the 10-year T-bill rate (as in effect as of the
first business day of the calendar year in which the separation
from service occurs) on all payments not paid to the Executive
prior to the first business day after the sixth month
anniversary of his separation from service that otherwise would
have been paid during such six-month period had this delay
provisio
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