Exhibit 10.26
PHILLIPS-VAN HEUSEN
CORPORATION
LONG-TERM INCENTIVE PLAN
(As Amended Through December 18, 2008)
1.
Purpose . The purposes of the Plan are to induce
executive officers (as defined in the Exchange Act) of the Company
to remain in the employ of the Company and its Subsidiaries and to
provide such persons with additional incentive to promote the
success of the business of the Company and its
Subsidiaries.
2.
Definitions .
(a)
Defined Terms . The following words as used in the Plan shall
have the meanings ascribed to each below.
“ Award ” means a
benefit payable under the Plan, as provided herein.
“ Board ” means the
Board of Directors of the Company.
“ Cause ” means, with
respect to any Participant (i) gross negligence or willful
misconduct, as the case may be, in the performance of the material
responsibilities of the Participant’s office or position;
(ii) the willful and continued failure of the Participant to
perform substantially the Participant’s duties with the
Company or any Subsidiary (other than any such failure resulting
from incapacity due to physical or mental illness); (iii) the
Participant is convicted of, or pleads guilty or nolo contendere
to, a felony within the meaning of U.S. Federal, state or local law
(other than a traffic violation); (iv) the Participant having
willfully divulged, furnished or made accessible to anyone other
than the Company or any Subsidiary, or any of their respective
directors, officers, employees, auditors and legal advisors,
otherwise than in the ordinary course of business, any confidential
or proprietary information of the Company or such Subsidiary; or
(v) any act or failure to act by the Participant, which, under the
provisions of applicable law, disqualifies the Participant from
performing his or her duties or serving in his or her then current
capacity with the Company or a Subsidiary; provided ,
however , that with respect to a Participant who has an
employment agreement with the Company or any of its Subsidiaries
which has a definition of “cause”, the definition
contained therein shall govern.
“ Change in Control ”
means the first to occur of the following events:
(1)
Any Person, other than
a Person who as of the date the Plan is first approved by the Board
is the owner of at least 8% of the combined voting power of the
then-outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “ Outstanding
Company Voting Securities ”), becomes (A) a
“beneficial owner,” as such term is used in Rule 13d-3
of the Exchange Act, of at least one-quarter but less than one-half
of the Outstanding Company Voting Securities, unless such
acquisition has been approved within 30 days thereafter by at least
a majority of the Incumbent Board (as defined in clause (2) below
taking into account the provisos), or (B) a “beneficial
owner,” as such term is used in Rule 13d-3 of the Exchange
Act, of at least one-half of the Outstanding Company Voting
Securities; provided , however , that, for purposes
of this definition, the following acquisitions shall not constitute
a Change in Control: (I) any acquisition directly from the
Company, other than an
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acquisition by virtue of the exercise of
a conversion privilege unless the security being so converted was
itself acquired directly from the Company, (II) any acquisition by
the Company, (III) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any of its
affiliates, or (IV) any acquisition pursuant to a transaction which
complies with clauses (A), (B) and (C) of paragraph 3 of this
definition; or
(2)
Individuals who, as of
the date hereof, constitute the Board (such Board, and any Board
consisting of individuals who hereafter replace such individuals or
otherwise join the Board in accordance with the terms of the
proviso to this sentence, the “ Incumbent Board
”) cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a
director subsequent to when the Plan is first approved by the Board
whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the
Board;
(3)
Consummation of a
reorganization, merger, consolidation or a sale or other
disposition of all or substantially all of the assets of the
Company (each, a “ Business Combination ”), in
each case unless, following such Business Combination, (A) all or
substantially all of the individuals and entities that were the
beneficial owners of the outstanding shares of common stock of the
Company (the “ Outstanding Company Common Stock
”) and the Outstanding Company Voting Securities, immediately
prior to such Business Combination, beneficially own,
directly or indirectly, more than 50% of the then-outstanding
shares of common stock and more than 50% of the combined voting
power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including,
without limitation, a corporation that, as a result of such
transaction, owns the Company or all or substantially all of the
Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership immediately prior to such Business Combination of the
Outstanding Company Common Stock and the Outstanding Company Voting
Securities, as the case may be, (B) no Person (other than the
Company, any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business
Combination) beneficially owns directly or indirectly, 20% or more
of, respectively, the outstanding shares of common stock of the
corporation resulting from such Business Combination or the
outstanding voting securities of such corporation entitled to vote
generally in the election of directors, except to the extent that
such ownership existed prior to the Business Combination or to the
extent that such Business Combination has been approved within 30
days thereafter by at least a majority of the Incumbent Board, and
(C) at least a majority of the members of the board of directors of
the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the
initial agreement or of the action of the Board providing for such
Business Combination, whichever occurs first; or
(4)
The approval by the
stockholders of the Company of a complete liquidation or a
dissolution of the Company.
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“ Code ” means the
Internal Revenue Code of 1986, as amended.
“ Committee ” means
the Compensation Committee of the Board or such other committee of
the Board that the Board shall designate from time to time to
administer the Plan or any subcommittee thereof.
“ Company ” means
Phillips-Van Heusen Corporation, a Delaware corporation.
“ Exchange Act ” means
the Securities Exchange Act of 1934, as amended.
“ Fiscal Year ” means
each fiscal year of the Company, as set forth in the
Company’s books and records.
“ Participant ” means
each of the executive officers of the Company designated by the
Committee to participate in the Plan from time to time.
“ Performance Cycle ”
means a three-year period commencing on the first day of a Fiscal
Year and ending on the last day of the second subsequent Fiscal
Year, or such other period (not to be less than 13 months) as may
be designated by the Committee from time to time.
“ Performance Objective
” means any of the following: earnings, earnings before
interest and taxes, earnings before interest, taxes, depreciation
and amortization, earnings per share, economic value created,
market share, net income (before or after taxes), operating income,
adjusted net income after capital charge, return on assets, return
on capital (based on earnings or cash flow), return on equity,
return on investment, revenue, cash flow, operating margin, share
price, total stockholder return, total market value, and strategic
business criteria, consisting of one or more objectives based on
meeting specified market penetration goals, productivity measures,
geographic business expansion goals, cost targets, customer
satisfaction or employee satisfaction goals, goals relating to
merger synergies, management of employment practices and employee
benefits, or supervision of litigation or information technology,
and goals relating to acquisitions or divestitures of Subsidiaries,
affiliates or joint ventures. Performance Objectives may be
established at Company, subsidiary or business unit levels.
The targeted level or levels of performance with respect to
such Performance Objectives may be established at such levels and
on such terms as the Committee may determine, in its discretion,
including, without limitation, in absolute terms, as a goal
relative to performance in prior periods, or as a goal compared to
the performance of one or more comparable companies or an index
covering multiple companies.
“ Person ” means
person as such term is used in Section 3(a)(9) and 13(d) of
the Exchange Act.
“ Plan ” means the
Phillips-Van Heusen Corporation Long-Term Incentive Plan, as set
forth herein and as may be amended from time to time.
“ Retirement ” means
the termination of a Participant’s employment with the
Company and all of its Subsidiaries (i) other than for Cause
or by reason of his or her death and (ii) on or after the
earlier to occur of (A) the first day of the calendar month in
which his or her
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65th birthday shall occur and
(B) the date on which he or she shall have attained his or her
55th birthday and completed 10 years of employment with the Company
and/or any of its Subsidiaries.
“ Subsidiary ” has the
meaning ascribed to such term in Section 424(f) of the
Code.
(b)
Interpretation .
(i)
The definitions of terms defined herein
shall apply equally to both the singular and plural forms of the
defined terms.
(ii)
Any pronoun shall include the
corresponding masculine, feminine and neuter forms, as the context
may require.
(iii)
All references herein to Sections shall
be deemed to be references to Sections of the Plan unless the
context shall otherwise require.
(iv)
The headings of the Sections are included
for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of the
Plan.
3.
Effective Date . &
