EXHIBIT 10(d)
VF CORPORATION 1996 STOCK COMPENSATION PLAN
NON-QUALIFIED STOCK OPTION CERTIFICATE
OPTIONEE:
DATE OF GRANT:
NUMBER OF SHARES:
OPTION PRICE PER SHARE:
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:
(a) Unless the exercise date of this Option is accelerated in accordance
with Article XI of the Plan, this Option shall only be exercisable
for a period of nine years, commencing on the first anniversary of
the Date of Grant and ending upon the expiration of ten years from
the Date of Grant;
(b) 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
(c) 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, this Option may be exercised during the following periods: (a) the
36 month period following the date of Retirement, (b) the 36 month period
following the date of permanent and total disability, (c) the 36 month period
following the date of Optionee's death, and (d) until the end of the period of
the Optionee's receipt of installments of severance pay in the event of
involuntary separation of employment. Upon the termination of the Optionee's
employment with the Corporation due to death or permanent and total disability,
any unvested portion of the Option will vest and become immediately exercisable
in full and will remain exercisable as described in the preceding sentence. In
no event, however, shall this Option be exercisable after the expiration of ten
years from the Date of Grant.
3. During the life of the Optionee, this Option may only be exercised by the
Optionee, except as otherwise provided in the Plan. The Optionee is responsible
for all applicable taxes. The exercise of this Option is subject to the
Corporation's policies regulating trading by employees, including any applicable
"blackout" periods when trading is not permitted.
4. This Option shall be exercised by written notice to the Corporation stating
the number of shares with respect to which it is being exercised and accompanied
by payment of the full amount of the Option Price for the number of shares
desired by a check payable to the order of the Corporation, or, if acceptable to
the Committee which administers the Plan, by delivery of a cash equivalent or
surrender or delivery to the Corporation of shares of its Common Stock or by a
combination of a check and shares of Common Stock. The exercise date of this
Option shall be the date upon which the notice of exercise is received by the
Corporation with full payment of the Option Price. In addition, this Option may
be exercised on behalf of the Optionee by a designated brokerage firm in
accordance with the terms of the Plan and the rules of the Committee.
5. This Option may only be exercised if all personal income tax and applicable
social security tax liabilities are born by the Optionee. This includes the
satisfaction of any applicable tax which the Corporation and/or the Subsidiary
employing such Optionee may in its judgment be required to withhold. To enable
the withholding of such tax, the Corporation or the Subsidiary employing the
Optionee may receive the option exercise proceeds (in the form of cash or
shares) on behalf of the Optionee. In the event that the tax withheld is not
sufficient to cover the Optionee's total tax liability arising directly or
indirectly from the grant of the Option, the Optionee accepts full
responsibility of such tax liability.
6. The grant of this Option:
(a) is made at the discretion of the Corporation which retains certain
rights pursuant to the Plan to amend the terms of the Option or the
Plan;
(b) shall not be construed as entitling the Optionee to future option
grants and/or continued employment with the Corporation (including
its Subsidiaries); and
(c) shall not be considered as part of the Optionee's salary for
purposes of calculating severance in the event of the Optionee's
voluntary or involuntary termination of employment.
7. The Corporation (including the Subsidiary employing the Optionee) is hereby
authorized to transmit any personal information that it deems necessary to
facilitate the administration of the Option grant.
8. This Certificate, including the rights and obligations of the Optionee and
the Corporation hereunder, is subject in all respects to the Plan, which shall
be controlling in the event of any inconsistency with or omission from this
Certificate.
By accepting the grant of this Option, the Optionee acknowledges that he or she
understands and agrees to its terms.
V. F.CORPORATION
Mackey J. McDonald
Chairman, President & CEO