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VF CORPORATION
DEFERRED SAVINGS PLAN FOR NON-EMPLOYE DIRECTORS
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VF CORPORATION
DEFERRED SAVINGS PLAN FOR NON-EMPLOYEE DIRECTORS
VF Corporation (the "Company") hereby establishes this
Deferred Savings Plan for Non-Employee Directors (the "Plan") pursuant to which
non-employee members of its Board of Directors may elect to defer receipt of all
or any portion of the compensation payable to them for services rendered to the
Company. The intention of VF Corporation is that the Plan be at all times
maintained on an unfunded basis for federal income tax purposes under the
Internal Revenue Code of 1986, as amended ("Code"), and exempt from the
requirements of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). The plan shall be effective as of March 1, 1997.
SECTION I
DEFINITIONS
Unless otherwise required by the context, the terms used
herein shall have the meanings as set forth below:
1. "ACCRUED BENEFIT" means the sum of a Participant's
Deferrals (and any gains and losses credited thereon).
2. "BENEFICIARY" means the individual or entity named
pursuant to the Plan to receive benefit payments hereunder in the
event of the death of the Participant.
3. "COMMITTEE" means the VF Corporation Pension Plan
Committee.
4. "COMPANY" means VF Corporation, a Pennsylvania
corporation.
5. "COMPENSATION" means a Participant's aggregate
compensation payable by the Company for services rendered as a
Director, including the annual base retainer and attendance fees
for board and committee meetings.
6. "DEFERRAL" means that portion of a Participant's
Compensation elected to be deferred hereunder.
7. "PARTICIPANT" means a Director who is not employed
by the Company or any of its subsidiaries or affiliates.
8. "PLAN" means the VF Deferred Savings Plan for Non-
Employee Directors, as it may be amended from time to time.
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9. "PLAN YEAR" means the calendar year, except that
with respect to the first year, the Plan Year shall commence
March 1, 1997 and end December 31, 1997.
10. "SEVERANCE FROM SERVICE" means the date on which a
Participant ceases to be a Director of the Company.
11. "SPOUSE" means the person to whom the Participant
is legally married.
SECTION II
ELIGIBILITY
1. A Director shall be eligible to make Deferral
elections under this Plan as long as he or she (a) remains a Director of the
Company and (b) is not concurrently employed by the Company or any of its
subsidiaries or affiliates.
2. Participation in this Plan is voluntary.
SECTION III
DEFERRALS
1. ELECTION. A Participant may elect to defer up to 100%
of his or her Compensation by directing the Company to reduce his or her
Compensation by a whole percentage or amount authorized by an agreement executed
by the Participant and approved by the Committee. Such Deferral election shall
be made during the December immediately prior to the Plan Year to which the
election relates, provided that for the first Plan Year, the election shall be
made on or before March 1, 1997.
2. NON-DEFERRED COMPENSATION. Any Compensation not
deferred under this Plan shall be paid in accordance with normal
Company policy.
3. VESTING. A Participant shall have a nonforfeitable
right to his or her Deferrals and any credited gains or losses attributable
thereto.
4. CHANGE OF ELECTION. The percentage or amount of
Compensation designated by the Participant as a Deferral will continue in
effect, notwithstanding any change in Compensation, until the Participant
requests a change of such percentage or amount (increase, decrease or
suspension) and obtains the consent of the Committee. A Participant, by
submitting a written election form to the Committee prior to the first day of
the calendar quarter for which the election is to become effective, may request
a change of the percentage or amount of Deferral. If the Committee consents,
such change shall become effective no later than the first day of the calendar
quarter next following such consent.
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SECTION IV
INVESTMENT
A Participant's Deferrals shall be credited with gains and
losses as if such Deferrals had been invested in a hypothetical fund which
invests in common stock of the Company, purchased on the open market at the then
prevailing price on the New York Stock Exchange on the date of purchase or in a
private transaction with a seller other than the Company.
SECTION V
RECORDS
The Committee shall create and maintain adequate records, in
book entry form, for each Participant of Deferrals and credited gains or losses
attributable thereto. Each Participant shall be informed of the status of his or
her Accrued Benefit at least quarterly.
SECTION VI
PLAN BENEFITS
1. SEVERANCE FROM SERVICE. Upon a Participant's
Severance from Service, he or she shall be entitled to his or her
Accrued Benefit payable in accordance with Section VII.
2. DEATH. In the event of the death of a Participant
prior to Severance from Service, the Participant's Beneficiary shall be entitled
to a benefit equal to the Participant's Accrued Benefit, payable in accordance
with Section VII.
3. BENEFICIARY. Each Participant should designate a
Beneficiary (along with alternate beneficiaries) to whom, in the event of the
Participant's death, any benefit is payable hereunder. Each Participant has the
right to change any designation of Beneficiary and such change automatically
revokes any prior designation. A designation or change of Beneficiary must be in
writing on forms supplied by the Committee and any change of Beneficiary will
not become effective until filed with the Committee; provided, however, that the
Committee shall not recognize the validity of any designation received after the
death of the Participant. The interest of any Beneficiary who dies before the
Participant will terminate unless otherwise provided. If a Beneficiary is not
validly designated, or is not living or cannot be found at the date of payment,
any amount payable pursuant to this Plan will be paid to the Spouse of the
Participant if living at the time of payment, otherwise in equal shares to such
of the children of the Participant as may be living at the time of payment;
provided, however, that if there is no surviving Spouse or child at the time of
payment, such payment will be made to the estate of the Participant.
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SECTION VII
PAYMENT OF BENEFITS
1. The normal form for the payment of a Participant's
Accrued Benefit shall be a lump-sum payment in cash, payable as soon as
practicable after the event giving rise to the distribution.
2. Notwithstanding the foregoing, a Participant may
request, by filing an application in writing to the Committee, that payment be
made in installments over a period of not more than ten (10) years. Such written
application must be made to the Committee at least sixty (60) days prior to the
Participant's Severance from Service, and the decision to permit the requested
installment payments shall be made at the sole discretion of the Committee
taking into account the interests of the Participant and the Company.
SECTION VIII
FUNDING STATUS
This Plan is unfunded. All obligations hereunder shall
constitute an unsecured promise of the Company to pay a Participant's benefit
out of the general assets of the Company, subject to all of the terms and
conditions of the Plan, as amended from time to time, and applicable law. A
Participant hereunder shall have no greater right to benefits provided hereunder
than that of any unsecured general creditor of the Company.
SECTION IX
ADMINISTRATION
1. The Plan shall be administered by the Committee
which shall have the following powers and responsibilities.
(a) to amend the Plan;
(b) to terminate the Plan;
(c) to construe the Plan, make factual
determinations, consider requests made by
Participants, correct defects, and take any
and all similar actions to the extent
necessary to administer the Plan, with any
instructions or interpretations of the Plan
made in good faith by the Committee to be
final and conclusive for all purposes;
(d) to prepare periodic administration reports
to the Board of Directors which will show,
in reasonable detail, the administrative
operations of the Plan; and
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(e) to take all other actions and do all other
things which are reasonable and necessary to
the proper administration of the Plan.
2. The Committee shall have complete discretion in
carrying out its powers and responsibilities under the Plan, and its exercise of
discretion hereunder shall be final and conclusive.
3. The Committee may, in writing, delegate some or all
of its powers and responsibilities to any other person or entity.
4. The Committee may hold meetings upon such notice, at
such time or times, and at such place or places as it may determine. The
majority of the members of the Committee at the time in office will constitute a
quorum for the transaction of business at all meetings and a majority vote of
those present and constituting a quorum at any meeting will be required for
action. The Committee may also act by written consent of a majority of its
members.
5. The Committee may adopt such rules for administration
of the Plan as is considered desirable, provided they do not conflict with the
Plan. Records of administration of the Plan will be kept, and Participants and
their Beneficiaries may examine records pertaining directly to themselves.
6. The Committee may retain such counsel, and actuarial,
accounting, clerical and other services as they may require to carry out the
provisions and purposes of the Plan.
7. The Committee shall be entitled to rely upon all
tables, valuations, certificates, and reports furnished by any duly appointed
auditor, or actuary, upon all certificates and reports made by any investment
manager, or any duly appointed accountant, and upon all opinions given by any
duly appointed legal counsel.
8. No member of the Committee shall be personally liable
by virtue of any instrument executed by the member, or on the member's behalf,
as a member of the Committee. Neither the Company nor any of its officers or
directors, nor any member of the Committee, shall be personally liable for any
action or inaction with respect to any duty or responsibility imposed upon such
person by the terms of the Plan unless such action or inaction is judicially
determined to be a breach of that person's responsibility as a fiduciary with
respect to the Plan under any applicable law. The Company shall indemnify and
hold harmless its officers, directors, and each member of the Committee against
any and all claims, losses, damages, expenses (including attorneys' fees), and
liability (including, in each case, amounts paid in settlement), arising from
any action or failure to act, except when the same is judicially determined to
be due to the gross negligence or willful misconduct of such officer, director
or member of the Committee. The foregoing right of indemnification shall be in
addition to any other rights to which any such person may be entitled as a
matter of law.
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SECTION X
MODIFICATION AND TERMINATION
The Committee reserves the right to terminate this Plan at any
time or to modify, amend or suspend it from time to time. Any such termination
or modification shall be effective at such date as the Committee may determine.
The Committee shall promptly give notice of any such modification or termination
to all Participants. A modification may affect Participants, irrespective of
whether they are past, current or future Participants, provided, however, that a
modification may not eliminate or reduce the Accrued Benefit of any Participant
as of the effective date of such modification.
SECTION XI
GENERAL PROVISIONS
1. Nothing contained herein shall be deemed to give
any Non-Employee Director the right to be retained in the service
of the Company.
2. It is a condition of this Plan, and all rights of
each Participant shall be subject thereto, that no right or interest of any
Participant under this Plan or in his or her credited Deferrals (and any
credited gains or losses attributable thereto) shall be assignable or
transferable in whole or in part, either directly or by operation of law or
otherwise, including but without limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy, or in any other manner, subject, however, to
applicable law, but excluding devolution by death or mental incompetency, and no
right or interest of any Participant under this Plan or in his or her credited
Deferrals (and any credited gains or losses attributable thereto) shall be
liable for or subject to any obligation or liability of such Participant,
subject, however, to applicable law.
3. All payments of benefits under the Plan shall be
subject to such taxes and other withholdings (federal, state or local) as may be
due thereon, and the determination of the Committee as to withholding with
respect to payments shall be binding upon the Participant and each Beneficiary.
4. The sale of all of the assets of the Company, or a
merger, consolidation or reorganization of the Company wherein the Company is
not the surviving corporation, or any other transaction which, in effect,
amounts to a sale of the Company or voting control thereof, shall not terminate
this Plan or any related agreements and the obligations created hereunder or
thereby shall be binding upon the successors and assigns of the Company.
5. If a Participant or Beneficiary entitled to receive
any benefits hereunder is deemed by the Committee or is adjudged to be legally
incapable of giving valid receipt and discharge for such benefits, the benefits
will be paid to such persons as the Committee might designate or to the duly
appointed guardian.
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6. This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania,
notwithstanding the conflict of law rules applicable therein.
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