Exhibit 10.5
AMENDED AND RESTATED
SEVENTH 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 Seventh 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, the VF Corporation Pension Plan ("Pension Plan"), and the VF Executive
Deferred Savings Plan (the "Executive Deferred Savings Plan"). "Committee" shall
mean the Compensation Committee of the Board of Directors of VF Corporation.
ARTICLE III. ELIGIBILITY FOR BENEFITS
The Supplemental Pension shall be payable to the Participant if his employment
ceases by reason of: 1) retirement on his 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 reduction for
any compensation deferred by the Participant under the Executive
Deferred Savings 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
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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 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 Committee designates as Participants for purposes of this Determination any
Employees who participated at any time in the Executive Deferred Savings 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 Corporation on
August 17, 1993, effective as of February 1, 1992, as authorized by the Board of
Directors on December 3, 1991. 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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