|
EXHIBIT 10.2
PHILLIPS-VAN HEUSEN CORPORATION
2006 STOCK INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
NOTICE OF PERFORMANCE SHARE AWARD
Phillips-Van
Heusen Corporation (the “Company”) grants to the
Grantee named below, in accordance with the terms of the
Phillips-Van Heusen Corporation 2006 Stock Incentive Plan (the
“Plan”) and performance share award agreement (this
“Agreement”), the number of performance shares (the
“Performance Shares”) provided as follows:
|
GRANTEE
|
|
|
TARGET NO. OF PERFORMANCE SHARES
|
|
|
PERFORMANCE PERIOD
|
|
|
DATE OF GRANT
|
|
|
SETTLEMENT SCHEDULE
|
Performance
Shares will be settled within two and one-half months of the last
day of the Performance Period, subject to achievement and
certification of performance goals described in this Agreement and
the Grantee being employed by the Company through such date, except
as otherwise provided herein.
|
AGREEMENT
1.
Grant of Award . The Company hereby grants to the
Grantee the Performance Shares, settlement of which is dependent
upon the achievement of certain performance goals more fully
described in Section 2(d) of this Agreement. This Award is
subject to the terms, definitions and provisions of the Plan and
this Agreement. All terms, provisions, and conditions
applicable to the Performance Shares set forth in the Plan and not
set forth herein are incorporated by reference. To the extent
any provision hereof is inconsistent with a provision of the Plan,
the provision of the Plan will govern. All capitalized terms
that are used in this Agreement and not otherwise defined herein
shall have the meanings ascribed to them in the Plan.
2.
Settlement of Award .
a.
Right to Award . The Performance Shares awarded
pursuant to this Agreement represent the opportunity to receive
Shares of the Company if performance goals outlined in Section 2(d)
of this Agreement are satisfied.
b.
Settlement of Award . Settlement shall occur on a date
chosen by the Committee, which date shall be no later than the 15th
day of the third month of the calendar year following the last day
of the Performance Period. Settlement is contingent upon the
Grantee remaining in the employment or service of the Company or
its Subsidiaries through the settlement date, except as otherwise
provided in Section 3.
The
Company may require the Grantee to furnish or execute such
documents as the Company shall reasonably deem necessary (i) to
evidence such settlement and (ii) to comply with or satisfy the
requirements of the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, or any other
Applicable Law.
c.
Method of Settlement . The Company shall deliver to
the Grantee one Share for each Performance Share earned, less any
Shares withheld in accordance with Section 2(d) of this Agreement.
Share certificates shall be issued in the name of the Grantee
(or of the person or persons to whom such Award was transferred in
accordance with Section 4 of this Agreement).
Effective
4/30/08
Determination of the Number of Performance Shares Earned .
The number of Performance Shares earned, if any, is based on
a combination of earnings per share and return on equity at the end
of the Performance Period, determined in accordance with the
schedule annexed hereto as Exhibit A.
d.
Taxes . Pursuant to Section 14 of the Plan, the
Company shall have the power and the right to deduct or withhold,
or require the Grantee to remit to the Company, an amount
sufficient to satisfy any applicable tax withholding requirements
applicable to this Award. The Company may condition the
delivery of Shares upon the Grantee’s satisfaction of such
withholding obligations. To the extent permitted by the Committee,
the Grantee may elect to satisfy all or part of such withholding
requirement by tendering previously-owned Shares or by having the
Company withhold Shares having a Fair Market Value equal to the
minimum statutory tax withholding rate that could be imposed on the
transaction (or such other rate that will not result in a negative
accounting impact). Such election shall be irrevocable, made
in writing, signed by the Grantee, and shall be subject to any
restrictions or limitations that the Committee, in its sole
discretion, deems appropriate.
3.
Termination of Employment .
a.
If the
Grantee’s employment terminates during a Performance Period
by reason of his or her death, his or her estate shall receive the
Performance Shares that would otherwise have been delivered to the
Grantee for the Performance Period if the plan target level were
achieved, prorated to the portion of the Performance Period
actually worked by the Grantee.
b.
If the
Grantee’s employment terminates during a Performance Period
by reason of his or her disability, the Grantee shall receive the
Performance Shares, if any, that would otherwise have been
delivered to the Grantee for the Performan
| 
