Exhibit 10.9
AMENDED AND RESTATED
ELEVENTH SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION
PURSUANT TO THE VF CORPORATION AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I. PURPOSE
The purpose of this Amended and Restated Eleventh Supplemental Annual Benefit
Determination (the "Determination"), which is effective as of February 7, 2006,
is to provide to designated Participants a Supplemental Pension under the VF
Corporation Amended and Restated Supplemental Executive Retirement Plan (the
"SERP").
ARTICLE II. DEFINITIONS
As used herein, words and phrases shall have such meanings as are set forth in
the SERP and the VF Corporation Pension Plan ("Pension Plan"). "Committee" shall
mean the Compensation Committee of the Board of Directors of VF Corporation, or
any successor committee thereto.
ARTICLE III. ELIGIBILITY FOR BENEFITS
The Supplemental Pension shall be payable to the Participant if his or her
employment ceases by reason of: 1) retirement on his or her Normal Retirement
Date, 2) termination of employment or 3) death while an Employee.
ARTICLE IV. SUPPLEMENTAL PENSION BENEFITS
4.01 Normal Retirement: The Participants in this Determination shall
receive the following Supplemental Pension payable at Normal or Late Retirement:
(a) The Normal Retirement Benefit otherwise payable to the Participant
under the Pension Plan computed without application of the maximum
benefit limitation imposed under Section 415(b) of the Internal
Revenue Code of 1986, as amended (the "Code"), or any successor
section thereto, which limits the annual benefit payable with respect
to the Participant from a defined benefit plan such as the Pension
Plan, but without regard to the amount set forth in Appendix IV to the
Pension Plan for such Participant.
(b) The Supplemental Pension set forth in Section 4.01(a) shall be reduced
by any benefits payable to the Participant under the Pension Plan.
4.02 Termination of Employment: The Supplemental Pension payable by
reason of the Participant's termination of employment shall be equal to the
benefit provided by Section 4.01 above multiplied by a fraction. The numerator
of this fraction shall be the number of full and part years of the Participant's
employment with the Corporation. The denominator of this fraction shall be the
number of full and part years of the Participant's employment as if the
Participant had been employed until Normal Retirement Date.
4.03 Death while an Employee: The Supplemental Pension payable upon
the death of the Participant while an Employee shall be as provided by Section
4.02.
4.04 Form of Supplemental Pension:
(a) Benefits Not Subject to Code Section 409A. This Section 4.04(a) shall
apply solely to the portion of a Participant's Supplemental Pension
which is not subject to the requirements of Section 409A of the Code.
The form of benefits payable to the Participant shall be the form
which has been elected under the Pension Plan unless the Participant
or Beneficiary has elected a different form under this Determination.
Except as otherwise provided in this Section 4.04(a), payment of
Supplemental Pension benefits hereunder shall commence at the same
time as the Participant's or Beneficiary's benefits commence under the
Pension Plan, and shall be subject to the same reductions for
commencement of payments prior to Normal Retirement Date as apply to
the recipient's benefits under the Pension Plan. Notwithstanding the
foregoing, a Participant may elect to receive in a lump sum the
actuarial present value of his or her Supplemental Pension under this
Determination, and if a Participant dies while employed, his or her
Beneficiary may elect to receive in a lump sum the actuarial present
value of the Participant's Supplemental Pension under this
Determination.
(b) Benefits Subject to Code Section 409A. This Section 4.04(b) shall
apply solely to the portion of a Participant's Supplemental Pension
which is subject to the requirements of Section 409A of the Code. The
Supplemental Pension shall be paid to the Participant in a lump sum in
cash. The lump sum payment shall be made to the Participant within 75
days following the Participant's Normal or Late Retirement under
Section 4.01 or termination of employment under Section 4.02, as
applicable; provided, however, that in the case of a Participant who
is a "specified employee" within the meaning of Section
409A(a)(2)(B)(i) of the Code, payment of such Participant's
Supplemental Pension shall not be made until the date which is six
months after the date of the Participant's separation from service
(or, if earlier, the date of death of the Participant). If a
Participant dies while employed, his or her Beneficiary shall, within
75 days following the Participant's death, receive in a lump sum the
actuarial present value of the Participant's Supplemental Pension
under this Determination.
(c) Present Value Calculation. In the case of an unmarried Participant who
dies while employed after the Board of Directors' adoption of certain
design modifications to the Pension Plan and the SERP on December 9,
2003, the present value of his or her Supplemental Pension under this
Determination shall be determined as if such design modifications had
not been adopted. The lump sum actuarial present value calculations
shall be based on (i) an interest rate assumption equal to, under
Section 4.04(a), the expected rate of return on assets for financial
accounting purposes under the Pension Plan for the year in which the
lump sum payment is to be made and, under Section 4.04(b), the yield
for the Moody's Aa corporate bond index as of the last business day
preceding the beginning of the calendar quarter in which the lump sum
payment is to be made (or would be made except for the
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Participant's "specified employee" status), and (ii) the mortality
assumption set forth in the Pension Plan for purposes of calculating
lump sum payments.
ARTICLE V. PARTICIPANTS
The Board of Directors and the Committee designate as Participants, for purposes
of this Determination, any Employee who loses retirement benefits under the
Pension Plan because of the Code Section 415(b) maximum benefit limitation on
the annual benefit payable from a defined benefit plan such as the Pension Plan;
provided, however, that any Employees who have been designated in any other SERP
Determination shall be excluded from this Determination to the extent that such
other Determination provides for the Supplemental Pension set forth above.
ARTICLE VI. VESTING
The Participant shall become vested in the Supplemental Pension payable pursuant
to this Determination upon satisfaction of the vesting period provided in the
SERP. Nothing in this Determination shall preclude the Board of Directors from
discontinuing eligibility to participate in the SERP and this Determination at
any time before the Participant shall become vested hereunder.
ARTICLE VII. ADOPTION
This Determination was originally approved and adopted by the Board of Directors
of the Corporation on December 9, 2003, effective for and applicable to
Participants whose last day worked for purposes of the Pension Plan is on or
after December 9, 2003 (and Participants whose last day worked is before
December 9, 2003 but whose severance payments period ends on or after December
9, 2003). This Determination was amended and restated by the Board of Directors
on and effective as of February 7, 2006, in order (i) to preserve the favorable
tax treatment available to benefits earned and vested under the Determination on
or before December 31, 2004 in view of the enactment of Section 409A of the Code
and the issuance of regulations thereunder by the Department of the Treasury,
and (ii) with respect to all other benefits earned under the Determination, to
comply with the requirements of Section 409A and the regulations thereunder. The
Board of Directors reserves the right to amend the Determination, either
retroactively or prospectively, in whatever respect is required to achieve and
maintain compliance with the requirements of Section 409A of the Code and the
regulations thereunder.
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