EXHIBIT 10.39
PHILLIPS-VAN HEUSEN
CORPORATION
2006 STOCK INCENTIVE
PLAN
RESTRICTED STOCK UNIT
AWARD AGREEMENT
(Employee)
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 three
installments on the following dates, subject to the Grantee being
employed by the Company on each such date:
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Vesting Date
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Restricted Stock Units Vesting
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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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[50% 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 .
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; provided , however
, that if the Grantee shall be or become eligible for Retirement at
any time following the date of grant (as set forth above) and prior
to the vesting date(s) set forth in the Vesting Schedule, then upon
the vesting of any portion of this Award, the vested portion shall
be settled on the fifth business day following the applicable
vesting date in the Vesting Schedule or as soon as practicable
after such fifth business day, but in no event later than December
31 st of the calendar year in which such fifth business
day
Rev. Effective
9/24/08
occurs.
Notwithstanding anything in the foregoing to the contrary,
the Award may vest and be payable upon termination of employment as
provided in Paragraph 3 or upon a Change in Control as provided in
Paragraph 4.
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, Section 409A of the Code
or any Applicable Laws.
c.
Method of
Settlement .
The Company shall deliver to the Grantee one Share for each
vested Restricted Stock Unit, less any Shares withheld in
accordance with Paragraph 2(e) of this Agreement. 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 5 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.
e.
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 minimu
