EXHIBIT 10.1
VF CORPORATION
AWARD CERTIFICATE
RESTRICTED STOCK
NUMBER OF SHARES OF RESTRICTED STOCK AWARDED: 25,000
To: Eric C. Wiseman ("Participant")
I am pleased to advise you that you have been awarded the number of shares of
Restricted Stock set forth above under VF Corporation's 1996 Stock Compensation
Plan, as amended (the "1996 Plan"), subject to the terms and conditions set
forth in the 1996 Plan and the attached Appendix.
VF CORPORATION
By: /s/ Mackey J. McDonald
-----------------------------------------
Mackey J. McDonald
Chairman and Chief Executive Officer
Dated: March 1, 2006 ("Grant Date")
VF CORPORATION
APPENDIX TO
AWARD CERTIFICATE
TERMS AND CONDITIONS RELATING TO
RESTRICTED STOCK
1. GRANT OF RESTRICTED STOCK.
(a) GRANT OF RESTRICTED STOCK UNDER 1996 PLAN. Participant has been
granted the shares of restricted stock (the "Restricted Stock") specified in the
Award Certificate under VF Corporation's (the "Company's") 1996 Plan, copies of
which have been provided to Participant. All of the terms, conditions, and other
provisions of the 1996 Plan are hereby incorporated by reference into this
document. Capitalized terms used in this document but not defined herein shall
have the same meanings as in the 1996 Plan. If there is any conflict between the
provisions of this document and the mandatory provisions of the 1996 Plan, the
provisions of the 1996 Plan shall govern. By accepting the grant of the
Restricted Stock, Participant agrees to be bound by all of the terms and
provisions of the 1996 Plan (as presently in effect or later amended), the rules
and regulations under the 1996 Plan adopted from time to time, and the decisions
and determinations of the Committee made from time to time. The Restricted Stock
shall be issued promptly hereafter in Participant's name but shall be subject to
all provisions of this Award Certificate.
(b) CERTAIN RESTRICTIONS. One or more stock certificates evidencing the
Restricted Stock shall be issued in the name of Participant but shall be held
and retained by the Company until the restrictions set forth herein shall have
lapsed. All such stock certificates shall bear the following legend:
"The shares of Common Stock evidenced by this Certificate are subject to
the terms and conditions of a Restricted Stock Award Certificate dated
March 1, 2006, between the registered owner and VF Corporation; such
shares are subject to forfeiture under the terms of said Award
Certificate; and such shares shall not be sold, transferred, assigned,
pledged, encumbered or otherwise alienated or hypothecated except pursuant
to the provisions of said Agreement, a copy of which is available from VF
Corporation upon request."
Until the shares of Restricted Stock have become vested in accordance with
Paragraph 1(e), the Restricted Stock shall be subject to a risk of forfeiture as
provided in the 1996 Plan and this document. Until vested, such Restricted Stock
will be nontransferable, as provided in the 1996 Plan and Paragraph 1(d), and
Participant agrees that, upon request of the Company, he will deliver to the
Company stock powers or other instruments of transfer or assignment, duly
endorsed in blank with signature guaranteed, corresponding to each certificate
for Restricted Stock or distributions thereon. If Participant shall fail to
provide the Company with any such stock power or other instrument of transfer or
assignment, Participant hereby irrevocably appoints the Secretary of the Company
as his attorney-in-fact to execute and deliver any such power or other
instrument which may be necessary to effectuate the transfer of the Restricted
Stock (or assignment of distributions thereon) on the books and records of the
Company. Participant is subject to the VF Code of Business Conduct and related
policies on insider trading.
(c) DIVIDENDS AND ADJUSTMENTS. Participant shall be entitled to
receive with respect to the Restricted Stock all dividends and distributions
payable on Common Stock (including for this purpose any forward stock split) if
and to the extent that he is the record owner of such Restricted Stock on any
record date
for such a dividend or distribution and he has not forfeited such Restricted
Stock on or before the payment date for such dividend or distribution, subject
to the following terms and conditions:
(i) Regular Cash Dividends. All cash distributions payable with respect
to the Restricted Stock shall be retained by the Company and
reinvested in additional shares of Common Stock to be issued in the
name of Participant.
(ii) Common Stock Dividends and Splits. If the Company declares and pays
a dividend or distribution on Common Stock in the form of additional
shares of Common Stock, or there occurs a forward split of Common
Stock, then the Common Stock issued or delivered as such dividend or
distribution or resulting from such stock split will be deemed to be
additional Restricted Stock.
(iii) Adjustments. If the Company declares and pays a dividend or
distribution on Common Stock that is not a regular cash dividend and
not in the form of additional shares of Common Stock, or if there
occurs any other event referred to in Article XI of the 1996 Plan,
the Company shall retain any such dividend or distribution and the
Committee shall adjust the number of shares of Restricted Stock in a
manner that will prevent dilution or enlargement of Participant's
rights with respect to the Restricted Stock, in an equitable manner
determined by the Committee. In addition, the Committee may vary the
treatment of any dividend or distribution as specified under Section
1(c)(i), (ii) or (iii), in its discretion.
(iv) Risk of Forfeiture of Restricted Stock Resulting from Dividends and
Adjustments. Shares of Restricted Stock that directly or indirectly
result from dividends or distributions on or adjustments to a share
of Restricted Stock shall be subject to the same risk of forfeiture
as applies to the granted Restricted Stock.
(v) Fractional Shares. No fractional shares shall be issued under this
Agreement. The Company will determine how to treat any fractional
share or amounts that would be deemed invested in a fractional share
hereunder.
(d) NON-TRANSFERABILITY. Until the Restricted Stock has become vested,
neither Participant nor any beneficiary shall have the right to, directly or
indirectly, donate, sell, alienate, assign, transfer, pledge, anticipate, or
encumber (except by reason of death) any shares of Restricted Stock, nor shall
any such shares of Restricted Stock be subject to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors of Participant or any beneficiary, or to the debts, contracts,
liabilities, engagements, or torts of Participant or any beneficiary or transfer
by operation of law in the event of bankruptcy or insolvency of Participant or
any beneficiary, or any legal process.
(e) VESTING AND FORFEITURE. The Restricted Stock will vest on March 1,
2011 (the "Stated Vesting Date") if both of the following conditions are met,
except as otherwise provided herein: (i) the Company has positive earnings in
the fiscal year 2006, and (ii) the Participant continues to be an employee of
the Company through the Stated Vesting Date. If the foregoing conditions are met
and the Restricted Stock vests, all restrictions on the Restricted Stock shall
lapse and all shares of Common Stock representing the Restricted Stock shall be
delivered to Participant free of restrictions. If the Company fails to have
positive earnings in the fiscal year 2006, the Restricted Stock shall be
canceled and forfeited and Participant shall have no further rights hereunder.
Except to the extent set forth in this Paragraph 1(e), upon Participant's
Termination of Employment prior to the vesting of the Restricted Stock, all
Restricted Stock shall be canceled and forfeited and Participant shall have no
further rights hereunder. If Termination of Employment is due to Participant's
death or Disability (as defined below), a Pro Rata Portion (as defined below) of
Participant's Restricted Stock shall vest at the date of Termination of
Employment, and delivery of the Pro Rata Portion of Restricted Stock free of any
restrictions shall occur as promptly as practicable following Termination of
Employment due to death or Disability. Certificates representing the shares of
vested Restricted Stock shall be delivered promptly to Participant, or delivery
of such shares shall be made to Participant's broker or in such other
commercially
reasonable manner as the Company may determine, within ten business days after
the Restricted Stock becomes vested.
(f) CERTAIN DEFINITIONS. The following definitions apply for purposes of
this Agreement:
(i) "Disability" means (A), if Participant has an Employment Agreement
defining "Disability," the definition under such Employment
Agreement, or (B), if Participant has no Employment Agreement
defining "Disability," Participant's incapacity due to physical or
mental illness resulting in Participant's absence from his or her
duties with the Company on a full-time basis for 26 consecutive
weeks, and, within 30 days after written notice of termination has
been given by the Company, Participant has not returned to the
full-time performance of his or her duties.
(ii) "Pro Rata Portion" means a fraction the numerator of which is the
number of days that have elapsed from the Grant Date to the date of
Participant's Termination of Employment and the denominator of which
is the number of days from the Grant Date to the Stated Vesting
Date.
(iii) "Termination of Employment" means Participant's termination of
employment with the Company or any of its subsidiaries or affiliates
in circumstances in which, immediately thereafter, Participant is
not employed by the Company or any of its subsidiaries or
affiliates. Service as a non-employee director shall not be treated
as employment for purposes of this Agreement.
(g) COMPLIANCE WITH CODE SECTION 409A. The Restricted Stock is intended to
be exempt from Section 409A of the Internal Revenue Code. The Participant will
be subject to federal income taxation no later than the Stated Vesting Date,
regardless of any delay in delivery of the share certificate thereafter.
2.TAXES.
(a) If Participant properly elects, within thirty (30) days of the date of
this Agreement, to include in gross income for federal income tax purposes an
amount equal to the fair market value (as of the Grant Date) of the Restricted
Stock, Participant shall make arrangements satisfactory to the Committee to pay
to the Company in 2006 any federal, state or local income taxes required to be
withheld with respect to such shares. If Participant shall fail to make such tax
payments as are required, the Company shall, to the extent permitted by law,
have the right to deduct from any payment of any kind otherwise due to
Participant any federal, state or local taxes of any kind required by law to be
withheld with respect to the Restricted Stock.
(b) If Participant does not make the election described in Paragraph 2(a)
above, Participant shall, no later than the date as of which the restrictions
referred to in Paragraph 1(e) hereof shall lapse, pay to the Company, or make
arrangements satisfactory to the Company for payment of, any federal, state or
local taxes of any kind required by law to be withheld with respect to the
Restricted Stock, and the Company shall, to the extent permitted by law, have
the right to deduct from any payment of any kind otherwise due to Participant
any federal, state, or local taxes of any kind required by law to be withheld
with respect to the Restricted Stock. Unless, at least 90 days before the Stated
Vesting Date or any earlier applicable vesting date, Participant has made
separate arrangements satisfactory to the Company for the payment such mandatory
withholding taxes, the Company will withhold from the share to be delivered upon
vesting the number of whole shares having a Fair Market Value nearest to but not
exceeding the amount of such mandatory withholding taxes.
3. MISCELLANEOUS.
(a) BINDING EFFECT; WRITTEN AMENDMENTS. The terms and conditions set forth
in this document shall be binding upon the heirs, executors, administrators and
successors of the parties. The Award Certificate and this document constitute
the entire agreement between the parties with respect to the Restricted Stock
and
supersede any prior agreements or documents with respect thereto. No amendment,
alteration, suspension, discontinuation or termination of this document which
may impose any additional obligation upon the Company or materially impair the
rights of Participant with respect to the Restricted Stock shall be valid unless
in each instance such amendment, alteration, suspension, discontinuation or
termination is expressed in a written instrument duly executed in the name and
on behalf of the Company and, if Participant's rights are materially impaired
thereby, by Participant.
(b) NO PROMISE OF EMPLOYMENT. The Restricted Stock and the granting
thereof shall not constitute or be evidence of any agreement or understanding,
express or implied, that Participant has a right to continue as an officer,
employee or director of the Company or its subsidiaries for any period of time,
or at any particular rate of compensation.
(c) GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws (but not the law of
conflicts of laws) of the State of North Carolina, and applicable federal law.
(d) NOTICES. Any notice to be given the Company under this Agreement shall
be addressed to the Company at its principal executive offices, in care of the
Vice President -- Administration, and any notice to Participant shall be
addressed to Participant at Participant's address as then appearing in the
records of the Company.
(e) SHAREHOLDER RIGHTS. Except as otherwise provided in this Agreement,
Participant shall have, with respect to all shares of Restricted Stock, all the
rights of a shareholder of the Company, including the right to vote the
Restricted Stock.
(f) VOLUNTARY PARTICIPATION. Participant's participation in the Plan is
voluntary. The value of the Restricted Stock is an extraordinary item of
compensation. As such, the Restricted Stock is not part of normal or expected
compensation for purposes of calculating any severance, change in control
payments, resignation, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments.