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Exhibit 10.3
PHILLIPS-VAN HEUSEN CORPORATION
2006 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
(Director)
NOTICE OF RESTRICTED STOCK UNIT 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 this restricted stock unit agreement (this
“Agreement”), the number of restricted stock units (the
“Restricted Stock Units” or the “Award”)
provided as follows:
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GRANTEE
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RESTRICTED STOCK UNITS GRANTED
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DATE OF GRANT
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VESTING SCHEDULE
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Restricted Stock
Units will vest in four installments on the following dates,
subject to the Grantee’s continued service as a director of
the Company:
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Vesting Date
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Restricted Stock Units Vesting
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[First
anniversary of the date of grant]
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[25% of
Award]
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[Second
anniversary of the date of grant]
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[25% of
Award]
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[Third
anniversary of the date of grant]
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[25% of
Award]
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[Fourth
anniversary of the date of grant]
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[25% of
Award]
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AGREEMENT
1.
Grant of Award . The Company hereby grants to the
Grantee the Restricted Stock Units, subject to the terms,
definitions and provisions of the Plan and this Agreement.
All terms, provisions, and conditions applicable to the
Restricted Stock Units 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
provisions 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.
Vesting and Settlement of Award .
a.
Right to Award . This Award shall vest in accordance
with the vesting schedule set forth above (the “Vesting
Schedule”) and with the applicable provisions of the Plan and
this Agreement.
b.
Settlement of Award . [Except as otherwise validly
elected by the Grantee on a form prescribed by the Company for such
elections and timely filed with the Company, the] [The] vested
portion of this Award shall be settled as soon as practicable
following the vesting date set forth in the Vesting Schedule, but
in no event later than March 15 of the year following the year in
which the Award vests.
Effective
6/19/07
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
Exchange Act or any Applicable Laws.
c.
Method of Settlement . The Company shall deliver to
the Grantee one Share for each vested Restricted Stock Unit.
Share certificates shall be issued in the name of the Grantee
(or of the person or persons to whom such Restricted Stock Units
were transferred in accordance with Paragraph 4 of this
Agreement).
d.
Dividend Equivalents . If a cash Dividend is declared
on the Shares, the Grantee shall be credited with a Dividend
Equivalent in an amount of cash equal to the number of Restricted
Stock Units held by the Grantee as of the dividend record date,
multiplied by the amount of the cash dividend paid per Share.
Such Dividend Equivalent shall be paid if and when the
underlying Restricted Stock Units are settled. If a Share
Dividend is declared on the Shares, the Grantee shall be credited
with a Dividend Equivalent in an amount of Shares equal to the
number of Restricted Stock Units held by the Grantee as of the
dividend record date, multiplied by the amount of the Share
dividend distributed per Share. Such Dividend Equivalent
shall be settled if and when the underlying Rest ricted Stock Units are
settled, rounded down to the nearest whole share. Dividend
Equivalents shall not accrue interest prior to the date of payment
or settlement, as applicable.
3.
Termination of Service . If the Grantee&
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