EXHIBIT 10.1
PHILLIPS-VAN HEUSEN
CORPORATION
2006 STOCK INCENTIVE
PLAN
NONQUALIFIED STOCK
OPTION AWARD AGREEMENT
NOTICE OF STOCK
OPTION GRANT
Phillips-Van Heusen
Corporation (the "Company") grants to the Optionee named below an
option (the "Option") to purchase, in accordance with the terms of
the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan (the
"Plan") and this nonqualified stock option agreement (this
"Agreement"), the number of shares of Common Stock of the Company
(the "Shares") at the exercise price per share (the "Exercise
Price") as follows:
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OPTIONEE
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OPTIONS GRANTED
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[
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Shares
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EXERCISE PRICE PER SHARE
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[The closing price of the Company's stock on the
Date of Grant]
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DATE OF GRANT
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EXPIRATION DATE
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VESTING SCHEDULE
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Options will vest in four substantially equal
installments on the following dates, subject to the Optionee being
employed by the Company on each such date:
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Vesting Date
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Options 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 Option.
The Company hereby grants to the Optionee the Option to
purchase the Shares at the Exercise Price, subject to the terms,
definitions and provisions of the Plan and this Agreement.
All terms, provisions, and conditions applicable to the
Option set forth in the Plan and not set forth herein are
incorporated by reference. Other than with respect to
paragraph b of Section 4 hereof, 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.
Exercise of
Option.
a.
Right to Exercise.
This Option shall be exercisable on or prior to the
expiration date set forth above (the "Expiration Date"), in
accordance with the vesting schedule set forth above (the "Vesting
Schedule") and with the applicable provisions of the Plan and this
Agreement. In no event may this Option be exercised after the
Expiration Date.
b.
Method of Exercise.
This Option shall be exercisable only by delivery of an
exercise notice (the "Exercise Notice") which shall state the
election to exercise the Option, the whole number of Shares in
respect of which the Option is being exercised and such other
provisions as may be required by the Committee. Such Exercise
Notice shall be signed by the Optionee and shall be delivered by
mail or fax, to the Company’s designee accompanied by payment
of the Exercise Price. The Company may require the Optionee
to furnish or execute such other documents as the Company shall
reasonably deem necessary (i) to evidence such exercise and (ii) to
comply with or satisfy the requirements of the Securities Act of
1933, as amended, the Exchange Act, or any Applicable Laws.
The Option shall be deemed to be exercised upon receipt by
the Company’s designee of such written notice accompanied by
the Exercise Price.
c.
Taxes. Pursuant to
Section 14 of the Plan, the Company shall have the power and the
right to deduct or withhold, or require the Optionee to remit to
the Company, an amount sufficient to satisfy any applicable tax
withholding requirements applicable to this Option. The
Company may condition the delivery of Shares upon the
Optionee’s satisfaction of such withholding obligations.
To the extent permitted by the Committee, the Optionee 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 Optionee, and shall be subject to any restrictions or
limitations that the Committee, in its sole discretion, deems
appropriate.
3.
Method of Payment.
Pursuant to Section 6(f) of the Plan and subject to such
limitations as the Committee may impose (including prohibition of
one or more of the following payment methods), payment of the
Exercise Price may be made in cash or by check, by delivery of
shares of Common Stock of the Company or a combination
thereof.
4.
Termination of
Employment and Expiration of Exercise Period.
a.
Termination of
Employment. If the Optionee's employment with the Company and
its Subsidiaries is terminated, the Optionee may exercise all or
part of this Option prior to the expiration dates set forth in
paragraph b. herein, but
