Exhibit 10.3
VF
CORPORATION 1996 STOCK COMPENSATION PLAN
NON-QUALIFIED STOCK OPTION CERTIFICATE
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Optionee: |
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Mackey J. McDonald |
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Date of Grant: |
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February
, 2008 |
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Number of Shares: |
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«Shares» |
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Option Price Per Share: |
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«$ » |
THIS IS
TO CERTIFY that on the above Date of Grant, VF CORPORATION, a
Pennsylvania corporation (the “Corporation”), granted
to the named Optionee a Non-Qualified Stock Option, subject to the
terms and conditions of the 1996 Stock Compensation Plan (the
“Plan”), which is incorporated herein by reference.
This Option shall not be treated as an Incentive Stock Option. The
Optionee may purchase from the Corporation the Number of Shares of
its Common Stock at the Option Price Per Share identified above,
subject, however, to the following terms and conditions.
1.
Subject to paragraph 2 below:
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(a) |
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Unless the exercise date of this Option is accelerated in
accordance with Article XI of the Plan, this Option shall vest
as follows: |
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one-third (1/3) of the shares of this Option (rounded up to the
nearest whole share) shall only be exercisable for a period of nine
(9) years, commencing on the first anniversary of the Date of
Grant; |
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one-third (1/3) of the shares of this Option (rounded to the
nearest whole share) shall only be exercisable for a period of
eight (8) years, commencing on the second anniversary of the
Date of Grant; and |
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one-third (1/3) of the shares of this Option (rounded down to
the nearest whole share) shall only be exercisable for a period of
seven (7) years, commencing on the third anniversary of the
Date of Grant; and all rights to exercise all or any part of this
Option will end upon the expiration of ten years from the Date of
Grant; |
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(b) |
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This Option shall only be exercisable so long as the Optionee
remains an employee of the Corporation or a Subsidiary (as defined
in the Plan); and |
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(c) |
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In the event that the Optionee’s employment is terminated
at any time prior to the exercise of this Option for any reason,
all of the Optionee’s rights, if any then remain, under this
Option shall be forfeited and this Option shall terminate
immediately. |
2. The
provisions of paragraph 1 of this Certificate to the contrary
notwithstanding, upon the termination of the Optionee’s
employment with the Corporation (including its Subsidiaries) at any
time prior to the expiration of ten years from the Date of Grant of
this Option by reason of Retirement (as defined in the Plan),
permanent and total disability, death, or involuntary separation of
employment with the Optionee receiving severance pay in
installments, the Optionee or his estate may exercise the Option to
the extent specified in this Section 2 during the applicable
period: (a) the 60 month period following the date of
Retirement, permanent and total disability, or the Optionee’s
death, or (b) until the end of the period of the
Optionee’s receipt of installments of severance pay in the
event of involuntary separation of employment. If an Optionee dies
during the 60 month period following such termination of
employment by reason of Retirement or permanent and total
disability, then the Optionee’s estate may exercise any
outstanding options during the balance of the 60 month period;
and if an Optionee dies during the period of such receipt of
installments of severance pay following an involuntary separation
of employment, then the Optionee’s estate may exercise any
outstanding options during the balance
