PHILLIPS-VAN HEUSEN CORPORATION
PERFORMANCE RESTRICTED STOCK PLAN
(As Amended Effective as of April 16, 1996)
1. Purpose. The purpose of the Phillips-Van Heusen
Performance Restricted Stock Plan (the "Plan") is to induce
certain senior executive employees to remain in the employ of the
Company and its present and future Subsidiaries, to attract new
individuals to enter into such employ, to encourage ownership of
shares in the Company by such employees and to provide additional
incentive for such employees to promote the success of the
Company's business.
2. Definitions
(a) "Affiliate" shall mean any Person that directly, or
indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, any other
Person.
(b) "Award" shall mean an amount calculated with respect to
a Participant and with respect to a Fiscal Year in accordance
with the provisions of Section 8(c).
(c) "Base Compensation", as used with respect to a
Participant and with respect to a Fiscal Year, shall mean such
Participant's annual rate of salary from the Company and its
Subsidiaries on the first business day of such Fiscal Year;
provided, however, that if a Participant shall not be an employee
of the Company or any of its Subsidiaries on the first day of a
Fiscal Year, then his Base Compensation with respect to such
Fiscal Year shall be equal to the product of (i) such
Participant's annual rate of salary from the Company and its
Subsidiaries on the first business day on which he or she shall
become such an employee and (ii) the fraction the numerator of
which shall be the number of days remaining in such Fiscal Year
from and after the date on which he or she shall have first
become an employee of the Company and/or one or more of its
Subsidiaries and the denominator of which shall be the number of
days in such Fiscal Year.
(d) "Board" shall mean the Board of Directors of the
Company.
(e) A "Change in Control" shall be deemed to occur upon (i)
the election of one or more individuals to the Board which
election results in one-third of the directors of the Company
consisting of individuals who have not been directors of the
Company for at least two years, unless such individuals have been
elected as directors by three-fourths of the directors of the
Company who have been directors of the Company for at least two
years, (ii) the sale by the Company of all or substantially all
of its assets to any Person, the consolidation of the Company
with any person, the merger of the Company with any Person as a
result of which merger the Company is not the surviving entity as
a publicly held corporation, (iii) the sale or transfer of shares
of the Company by the Company and/or any one or more of its
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stockholders, in one or more transactions, related or unrelated,
to one or more Persons under circumstances whereby any Person and
its Affiliates shall own, after such sales and transfers, at
least one-fourth, but less than one-half, of the shares of the
Company having voting power for the election of directors, unless
such sale or transfer has been approved in advance by three-
fourths of the directors of the Company who have been directors
of the Company for at least two years, or (iv) the sale or
transfer of shares of the Company by the Company and/or any one
or more of its stockholders, in one or more transactions, related
or unrelated, to one or more Persons under circumstances whereby
any Person and its Affiliates shall own, after such sales and
transfers, at least one-half of the shares of the Company having
voting power for the election of directors.
(f) "Code" shall mean the Internal Revenue Code of 1986 as
in effect at the time with respect to which such term is used.
(g) "Common Stock" shall mean the shares of the common
stock, $1.00 par value, of the Company authorized and outstanding
on the date of the adoption of the Plan.
(h) "Company" shall mean Phillips-Van Heusen Corporation, a
Delaware corporation.
(i) "Corporate EBIT Goal" shall mean a dollar amount
established by the Committee with respect to a Fiscal Year as
provided in Section 8(a) of the consolidated net income of the
Company and its Subsidiaries before interest and taxes, after
charges with respect to the Plan required by generally accepted
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accounting principles, before non-operating expenses and/or
reserves, including but not limited to expenses and/or reserves
for plant closings and/or restructurings, before any
extraordinary items within the contemplation of generally
accepted accounting principles, and with such additional
modifications as the Committee shall determine at or prior to its
determination referred to in Section 8(a). Such net income shall
be determined in accordance with generally accepted accounting
principles consistently applied.
(j) "Corporate Executive Goal" shall mean a dollar amount
established by the Committee with respect to a Fiscal Year which
shall be equal to the aggregate of the Divisional Goals with
respect to such Fiscal Year (as adjusted to eliminate
duplication) minus the corporate and other expenses with respect
to such Fiscal Year taken into account in determining the
Corporate EBIT Goal with respect to such Fiscal Year, and with
such additional modifications as the Committee shall determine at
or prior to its determination referred to in Section 8(a).
(k) "Corporate Executive Group" shall mean all of the
following officers of the Company: Chief Executive Officer, Chief
Financial Officer, Treasurer, Controller, Vice President of Human
Resources and Vice President, Chief Information Officer and such
other senior executive officers, if any, as the Committee shall
determine at or prior to its determination referred to in Section
8(a).
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(l) "Discharge for Cause" shall mean the termination of a
Participant's employment by the Company and its Subsidiaries by
reason of (i) the commission by such Participant of any act or
omission that would constitute a crime under federal, state or
equivalent foreign law, (ii) the commission by such Participant
of any act of moral turpitude, (iii) fraud, dishonesty or other
acts or omissions that result in a breach of any fiduciary or
other material duty of such Participant to the Company and/or any
one or more of its Subsidiaries, or (iv) continued alcohol or
other substance abuse that renders such Participant incapable of
performing his or her material duties to the satisfaction of the
Company and/or its Subsidiaries.
(m) "Divisional Goal" shall mean a dollar amount
established by the Committee with respect to a Fiscal Year as
provided in Section 8(a) of the net income of the operating
division with respect to which such determination is made before
interest and taxes, after charges with respect to the Plan
required by generally accepted accounting principles and
allocated to such operating division, before non-operating
expenses and/or reserves, including but not limited to expenses
and/or reserves for plant closings and/or restructurings, before
any extraordinary items within the contemplation of generally
accepted accounting principles, and with such additional
modifications as the Committee shall determine at or prior to its
determination referred to in Section 8(a). Such net income shall
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be determined in accordance with generally accepted accounting
principles consistently applied.
(n) "Exchange Act" shall mean the Securities Exchange Act
of 1934 as in effect at the time with respect to which such term
is used.
(o) The "Fair Market Value" of a share of the Common Stock
on any date shall be equal to (i) the closing sale price of the
Common Stock on the New York Stock Exchange on such date or (ii)
if there is no sale of the Common Stock on such Exchange on such
date, the average of the bid and asked prices on such Exchange at
the close of the market on such date.
(p) "Fiscal Year" shall mean the 52 or 53 week period
ending on the Sunday on or closest to January 31 of each calendar
year on the basis of which the Company maintains its books and
records.
(q) "Grant Value", as used with respect to a share of the
Common Stock and with respect to a Fiscal Year, shall mean the
greater of (i) the average of the Fair Market Values of a share
of the Common Stock at the close of trading on each business day
included in the 90 day period ending on the last day of such
Fiscal Year and (ii) 85% of the Fair Market Value thereof on the
last business day of such Fiscal Year.
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(r) "Participant" shall mean a senior executive employee of
the Company and/or one or more of its Subsidiaries who shall have
become a Participant hereunder as provided in Section 8(a).
(s) "Permanent Disability" shall mean a physical and/or
mental condition of a Participant caused by a non-self-inflicted
injury, illness or disease which, in the opinion of the
Committee, based upon such medical evidence as the Committee
shall reasonably determine, renders such Participant unable to
perform the duties and responsibilities of his or her position
with the Company and its Subsidiaries and which will be permanent
and continuous for the remainder of his or her life.
(t) "Person" shall mean any individual, partnership, firm,
trust, corporation or other similar entity, and when two or more
Persons act as a partnership, limited partnership, syndicate or
other group for the purpose of acquiring, holding or disposing of
securities of the Company, such partnership, limited partnership,
syndicate or group shall be deemed a "Person".
(u) "Restricted Stock Agreement" shall mean an agreement
between the Company and a Participant embodying the restrictions
on the transfer of Restricted Shares referred to in Section 10.
(v) "Stock Restrictions" shall mean the restrictions on the
ability of a Participant to transfer Restricted Shares issued to
such Participant hereunder referred to in Sections 10(a) and
10(b) and embodied in a Restricted Stock Agreement between the
Company and such Participant.
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(w) "Subsidiary" shall have the meaning ascribed thereto by
the provisions of section 424(f) of the Code.
(x) "Termination Without Cause" shall mean the termination
of a Participant's employment by the Company and all of its
Subsidiaries at the request of the Company under circumstances
which do not constitute Discharge for Cause.
3. Effective Date of the Plan. The Plan became effective
on April 18, 1995, by action of the Board, subject to
ratification of the Plan at the 1995 Annual Meeting of the
Stockholders of the Company.
4. Stock Subject to Plan. 600,000 of the authorized but
unissued shares of the Common Stock are hereby reserved for
issuance under the Plan; provided, however, that the number of
shares so reserved may from time to time be reduced to the extent
that a corresponding number of issued and outstanding shares of
the Common Stock are purchased by the Company and set aside for
issuance under the Plan. If any shares of the Common Stock
issued under the Plan are reacquired by the Company as provided
in Section 10(b), such shares shall again be available for the
purposes of the Plan.
5. Committee. The Plan shall be administered by a
Committee which shall consist of two or more members of the Board
both or all of whom shall be "disinterested persons" within the
meaning of Rule 16b-3(c)(i) promulgated under the Exchange Act
and "outside directors" within the contemplation of section
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162(m)(4)(C) of the Code. The Committee shall be appointed
annually by the Board, which may at any time and from time to
time remove any members of the Committee, with or without cause,
appoint additional members of the Committee and fill vacancies,
however caused, in the Committee. A majority of the members of
the Committee shall constitute a quorum. All determinations of
the Committee shall be made by a majority of its members present
at a meeting duly called and held. Any decision or determination
of the Committee reduced to writing and signed by all of the
members of the Committee shall be fully as effective as if it had
been made at a meeting duly called and held.
6. Administration. Subject to the express provisions of
the Plan, the Committee shall have complete authority, in its
discretion, to interpret the Plan, to prescribe, amend and
rescind rules and regulations relating to it, to determine the
Corporate EBIT Goal, the Corporate Executive Goal and the various
Divisional Goals with respect to each Fiscal Year, to determine
the terms and provisions of the Restricted Stock Agreements, to
determine the Participants with respect to each Fiscal Year and
to make all other determinations necessary or advisable for the
administration of the Plan. In making such determinations, the
Committee may take into account the nature of the services
rendered by the respective Participants, their present and
potential contributions to the success of the Company and its
Subsidiaries and such other factors as the Committee in its
discretion shall deem relevant. The Committee's determination on
the matters referred to in this Section 6 shall be conclusive.
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Any dispute or disagreement which may arise hereunder or under
any Restricted Stock Agreement or as a result of or with respect
to any Award shall be determined by the Committee, in its sole
discretion, and any interpretations by the Committee of the terms
thereof shall be final, binding and conclusive.
7. Eligibility. Participation in the Plan with respect to
any Fiscal Year shall only be available to persons who are senior
executive employees of the Company and/or one or more of its
Subsidiaries on the date of the Committee's determination with
respect to such Fiscal Year provided for in Section 8(a).
8. Calculation of Fiscal Year Awards. (a) The Committee
shall, no later than 90 days after the commencement of each
Fiscal Year, determine the senior executive employees of the
Company and its Subsidiaries who will participate in the Plan
with respect to such Fiscal Year, the Corporate EBIT Goal and the
Corporate Executive Goal which will be applicable with respect to
such Fiscal Year and, in the case of each Participant who is not
a member of the Corporate Executive Group, the Divisional Goal
with respect to the operating division for which such Participant
has responsibility. The Committee shall promptly thereafter send
written notice of such determination to the Board and the Chief
Financial Officer of the Company and, to the extent applicable to
any Participant, to such Participant.
(b) The Committee shall, within 30 days after the receipt
of the Company's audited financial statements with respect to any
Fiscal Year, calculate the percentage of the Corporate EBIT Goal
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which has been achieved with respect to such Fiscal Year and, if
such percentage is at least 100%, the percentage of the Corporate
Executive Goal and of each Divisional Goal which has been
achieved with respect to such Fiscal Year and the amount of the
Award which has been earned by each Participant with respect to
such Fiscal Year. Each Participant's Award with respect to any
Fiscal Year shall be determined in accordance with the provisions
of Section 8(c) and, except as otherwise provided in Section
8(d), shall be the sum of the amount calculated with respect to
him or her in accordance with the provisions of Section 8(c)(i)
and whichever shall be applicable of Sections 8(c)(ii) and
8(c)(iii). The Committee shall, promptly after it has made such
calculations, send written notice thereof to the Board and the
Chief Financial Officer of the Company and, to the extent
applicable to any Participant, to such Participant.
(c) The amount of each Participant's Award with respect to
each Fiscal Year shall be the sum of the amounts calculated as
follows:
(i) In the case of each Participant, if the Corporate
EBIT Goal is achieved with respect to such Fiscal Year, an
amount equal to 25% of his or her Base Compensation with
respect to such Fiscal Year.
(ii) If at least 100% of the Corporate EBIT Goal is
achieved with respect to such Fiscal Year, then, in the case
of each Participant who shall be a member of the Corporate
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Executive Group on the date of the Committee's determination
referred to in Section 8(a), (A) if at least 90% but less
than 95% of the Corporate Executive Goal is achieved with
respect to such Fiscal Year, an amount equal to 12-1/2% of
his or her Base Compensation with respect to such Fiscal
Year, (B) if at least 95% but less than 100% of the
Corporate Executive Goal is achieved with respect to such
Fiscal Year, an amount equal to 18-3/4% of his or her Base
Compensation with respect to such Fiscal Year, (C) if at
least 100% but less than 105% of the Corporate Executive
Goal is achieved with respect to such Fiscal Year, an amount
equal to 25% of his or her Base Compensation with respect to
such Fiscal Year, (D) if at least 105% but less than 110% of
the Corporate Executive Goal is achieved with respect to
such Fiscal Year, an amount equal to 31-1/4% of his or her
Base Compensation with respect to such Fiscal Year, and (E)
if at least 110% of the Corporate Executive Goal is achieved
with respect to such Fiscal Year, an amount equal to 37-1/2%
of his or her Base Compensation with respect to such Fiscal
Year.
(iii) If at least 100% of the Corporate EBIT Goal is
achieved with respect to such Fiscal Year, then, in the case
of each Participant who shall not be a member of the
Corporate Executive Group on the date of the Committee's
determination referred to in Section 8(a), (A) if at least
90% but less than 95% of his or her Divisional Goal is
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achieved with respect to such Fiscal Year, an amount equal
to 12-1/2% of his or her Base Compensation with respect to
such Fiscal Year, (B) if at least 95% but less than 100% of
his or her Divisional Goal is achieved with respect to such
Fiscal Year, an amount equal to 18-3/4% of his or her Base
Compensation with respect to such Fiscal Year, (C) if at
least 100% but less than 105% of his or her Divisional Goal
is achieved with respect to such Fiscal Year, an amount
equal to 25% of his or her Base Compensation with respect to
such Fiscal Year, (D) if at least 105% but less than 110% of
his or her Divisional Goal is achieved with respect to such
Fiscal Year, an amount equal to 31-1/4% of his or her Base
Compensation with respect to such Fiscal Year, and (E) if at
least 110% of his or her Divisional Goal is achieved with
respect to such Fiscal Year, an amount equal to 37-1/2% of
his or her Base Compensation with respect to such Fiscal
Year.
(d) (i) Notwithstanding the provisions of Section 8(c), if
a Participant shall not be entitled to an Award under the
provisions of Section 8(c)(i) with respect to any Fiscal Year
(due to the fact that at least 100% of the Corporate EBIT Goal
has not been achieved with respect to such Fiscal Year), then
such Participant shall not be entitled to any Award with respect
to such Fiscal Year under whichever shall be applicable to him or
her of Sections 8(c)(ii) or 8(c)(iii).
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(ii) If any Participant shall cease to be employed by the
Company and all of its Subsidiaries prior to the end of any
Fiscal Year, he or she shall not be entitled to receive an Award
with respect to such Fiscal Year.
(e) The Committee may, no later than 90 days after the
commencement of each Fiscal Year, increase (but not reduce) the
percentages of the Corporate Executive Goal or the Divisional
Goal which must be achieved with respect to such Fiscal Year and
may reduce (but not increase) the percentage of a Participant's
Base Compensation which shall be the portion of such
Participant's Award attributable to the Corporate Executive Goal
or his or her Divisional Goal for such Fiscal Year.
9. Settlement of Fiscal Year Awards. The Company shall,
no later than 30 days after the date of the delivery to its Chief
Financial Officer of the certification by the Committee referred
to in Section 8(b) with respect to any Fiscal Year, deliver to
each Participant who shall have received an Award hereunder with
respect to such Fiscal Year and
(a) who shall be employed by the Company and/or one or
more of its Subsidiaries on the date of such delivery or
(b) whose employment by the Company and all of its
Subsidiaries shall have terminated after the end of such
Fiscal Year by reason of any of the events referred to in
Section 10(c),
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a stock certificate, registered in the name of such Participant,
with respect to the largest whole number of shares of the Common
Stock which shall be equal to or less than the number derived by
dividing the amount of such Participant's Award with respect to
such Fiscal Year by the Grant Value of a share of the Common
Stock with respect to such Fiscal Year. Each share of the Common
Stock issued to a Participant referred to in clause (a) above
shall be subject to an agreement between the Company and the
Participant which will embody the terms and conditions of Section
10.
10. Stock Restrictions. (a) Except as otherwise provided
in this Section 10 and in Section 12(b), each share of the Common
Stock issued in accordance with the provisions of Section 9 (a
"Restricted Share") to a Participant referred to in clause (a)
thereof may not be sold, assigned, transferred or otherwise
disposed of, and may not be pledged or hypothecated, prior to the
last business day of the third Fiscal Year following the Fiscal
Year during which the Award with respect to which it was issued
was earned.
(b) Except as otherwise provided in Section 10(c), if the
employment by the Company and all of its Subsidiaries of the
Participant to whom Restricted Shares have been issued shall
terminate prior to the last business day of the third Fiscal Year
following the Fiscal Year during which the Award with respect to
which it was issued was earned, such Restricted Shares shall be
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forfeited and he or she shall be obligated to redeliver such
Restricted Shares to the Company immediately without the receipt
of any consideration therefore.
(c) Anything herein to the contrary notwithstanding, the
restrictions set forth in Sections 10(a) and 10(b) shall
terminate as to all of the Restricted Shares owned by a
Participant which shall not have theretofore have been required
to be redelivered to the Company upon the occurrence of any of
the following events:
(i) Such Participant's employment by the Company and
all of its Subsidiaries shall have terminated by reason of
his or her death or Permanent Disability or on or after his
or her 65th birthday or after the occurrence of a Change in
Control.
(ii) Such Participant's employment by the Company and
all of its Subsidiaries shall have terminated on or after
his or her 55th birthday and prior to his or her 65th
birthday and after he or she shall have completed at least
ten years of employment with the Company and the Committee,
on the recommendation of the Company's Chief Executive
Officer, shall so determine.
(iii) Such Participant's employment by the Company and
all of its Subsidiaries shall have terminated by reason of
his or her Termination Without Cause and the Committee, on
the recommendation of the Company's Chief Executive Officer,
shall so determine.
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(d) Upon issuance of the certificate or certificates for
Restricted Shares in the name of a Participant, such Participant
shall thereupon be a stockholder of the Company with respect to
all the Restricted Shares represented by such certificate or
certificates and shall have the rights of a stockholder with
respect to such Restricted Shares, including the right to vote
such Restricted Shares and to receive all dividends and other
distributions paid with respect to such Restricted Shares.
(e) Each Participant who is entitled to receive shares of
the Common Stock in accordance with the provisions of Section 9
shall
(i) represent and warrant to the Company that he or
she is acquiring such shares for investment for his or her
own account (unless there is then current a prospectus
relating to such shares under Section 10(a) of the
Securities Act of 1933, as amended) and, in any event, that
he or she will not sell or otherwise dispose of such shares
except in compliance with the provisions of said Act, and
(ii) agree that the Company may place on the
certificates representing the shares or new or additional or
different shares or securities distributed with respect to
such shares such legend or legends as the Company may deem
appropriate and that the Company may place a stop transfer
order with respect to such shares with the Transfer Agent(s)
for the Common Stock.
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In addition, if such shares shall be Restricted Shares, such
Participant shall
(iii) agree that such Restricted Shares shall be
subject to, and shall be held by him or her in accordance
with, all of the applicable terms and considerations of the
Plan, and
(iv) at his or her option, (A) be entitled to make the
election permitted under section 83(b) of the Code to
include in gross income in the taxable year in which the
Restricted Shares are transferred to him or her an amount
equal to the Fair Market Value of such shares at the time of
transfer, notwithstanding that such shares are subject to a
substantial risk of forfeiture within the meaning of section
83(c)(1) of the Code, or (B) include in gross income the
Fair Market Value of the Restricted Shares as of the date on
which such restrictions lapse.
The foregoing agreement, representation and warranty shall be
contained in an agreement in writing which shall be delivered by
such Participant to the Company.
11. Adjustment of Number of Shares. In the event that a
dividend shall be declared upon the Common Stock payable in
shares of the Common Stock, the number of shares of the Common
Stock then subject to any Restricted Stock Agreement and the
number of shares of the Common Stock reserved for issuance in
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accordance with the provisions of the Plan but not yet issued
(and if the record date with respect thereto shall occur during
the period commencing at the end of a Fiscal Year and ending on
the date of issuance referred to in Section 9, the number of
shares required to be issued) shall be adjusted by adding to each
such share the number of shares which would be distributable
thereon if such shares had been outstanding on the date fixed for
determining the stockholders entitled to receive such stock
dividend. In the event that the outstanding shares of the Common
Stock shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Company or
of another corporation, whether through reorganization,
recapitalization, stock split-up, combination of shares, sale of
assets, merger or consolidation in which the Company is the
surviving corporation, then, there shall be substituted for each
share of the Common Stock then subject to a Restricted Stock
Agreement and for each share of the Common Stock reserved for
issuance in accordance with the provisions of the Plan but not
yet issued (and if the record date with respect thereto shall
occur during the period commencing at the end of a Fiscal Year
and the date of issuance referred to in Section 9, for each such
share so required to be so issued), the number and kind of shares
of stock or other securities into which each outstanding share of
the Common Stock shall be so changed or for which each such share
shall be exchanged. In the event that there shall be any change,
other than as specified in this Section 11, in the number or kind
of outstanding shares of the Common Stock, or of any stock or
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other securities into which the Common Stock shall have been
changed, or for which it shall have been exchanged, then, if the
Committee shall, in its sole discretion, determine that such
change equitably requires an adjustment in the number or kind of
shares then subject to a Restricted Stock Agreement and the
number or kind of shares reserved for issuance in accordance with
the provisions of the Plan but not yet issued (and if the record
date with respect thereto shall occur during the period
commencing at the end of a Fiscal Year and the date of issuance
referred to in Section 9, for each such share so required to be
so issued, the number or kind of shares required to be so
issued), such adjustment shall be made by the Committee and shall
be effective and binding for all purposes of the Plan and of each
Restricted Stock Agreement entered into in accordance with the
provisions of the Plan. No adjustment or substitution provided
for in this Section 11 shall require the Company to deliver a
fractional share under the Plan or any Restricted Stock
Agreement.
12. Withholding and Waivers. (a) Each Participant shall
make such arrangements with the Company with respect to income
tax withholding as the Company shall determine in its sole
discretion is appropriate to ensure payment of federal, state or
local income taxes due with respect to the issuance and/or
ownership of shares of the Common Stock issued hereunder and the
release of the Stock Restrictions on Restricted Shares issued
hereunder. In the event of the death of a Participant, an
additional condition to the Company's obligation to issue shares
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of the Common Stock to the executors or administrators of such
Participant's estate in accordance with the provisions of Section
9 and to release the Stock Restrictions provided hereunder on any
Restricted Shares owned by such Participant as provided in
Section 10(b) shall be the delivery to the Company of such tax
waivers, letters testamentary and other documents as the
Committee may reasonably determine.
(b) A Participant may, in the discretion of the Committee
and subject to such rules as the Committee may adopt, elect to
satisfy his or her withholding obligation arising as a result of
the release of the Stock Restrictions with respect to any
Restricted Shares, in whole or in part, by electing (an
"Election") to deliver to the Company shares of the Common Stock
(other than shares of the Common Stock as to which the Stock
Restrictions (under this or any other agreement entered into in
accordance with the Plan) shall not have theretofore terminated)
having a Fair Market Value, determined as of the date that the
amount to be withheld is determined (the "Tax Date"), equal to
the amount required to be so withheld. Such Participant shall
pay the Company in cash for any fractional share that would
otherwise be required to be delivered.
(c) Each Election shall be subject to the following
restrictions:
(i) The Election must be made on or prior to the Tax
Date;
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(ii) The Election shall be irrevocable;
(iii) The Election is subject to the approval of the
Committee;
(iv) If the Participant's transactions in shares of
the Common Stock are subject to the provisions of section
16(b) of the Exchange Act, an Election may not be made
within six months of the date of the execution and delivery
of the Restricted Stock Agreement governing such Restricted
Shares.
(v) If the Participant's transactions in shares of the
Common Stock are subject to the provisions of section 16(b)
of the Exchange Act, the Election must be made (A) six
months or more prior to the Tax Date or (B) during the
period beginning on the third business date following the
date of the release of the Company's quarterly or annual
statement of sales and earnings and ending on the twelfth
business day following such date.
13. No Employment Right. Neither the existence of the
Plan nor the grant of any Awards hereunder shall require the
Company or any Subsidiary to continue any Participant in the
employ of the Company or such Subsidiary.
14. Termination and Amendment of the Plan. The Board may
at any time terminate the Plan or make such modifications of the
Plan as it shall deem advisable; provided, however, that the
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Board may not without further approval of the holders of a
majority of the shares of the Common Stock present in person or
by proxy at any special or annual meeting of the stockholders,
increase the number of shares which may be issued under the Plan
(as adjusted in accordance with the provisions of Section 11), or
change the manner of calculating Awards or change the class of
persons eligible to become Participants hereunder or withdraw the
authority to administer the Plan from the Committee. Except as
otherwise provided in Section 11, no termination or amendment of
the Plan may, without the consent of the Participant to whom any
Restricted Shares shall theretofore have been granted, adversely
affect the rights of such Participant with respect to such
Restricted Shares.
15. Expiration and Termination of the Plan. Unless the
holders of a majority of the shares of the Common Stock present
in person or by proxy at any special or annual meeting of the
Stockholders occurring on or prior to the date of the 1999 Annual
Meeting of the Stockholders shall approve the continuation of the
Plan after the 1999 Annual Meeting of the Stockholders (for a
term which shall not exceed five years from the date of such
special or annual meeting at which such approval is obtained), no
Awards shall be granted hereunder with respect to any Fiscal Year
ending after January 30, 2000.
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