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Exhibit 10(X)
VF CORPORATION
MID-TERM INCENTIVE PLAN
1. Purposes. This Mid-Term Incentive Plan (the "Plan") of VF
Corporation (the "Company") is implemented under the Company's 1996 Stock
Compensation Plan (the "1996 Plan") in order to provide an additional means to
attract and retain talented executives, to link a significant element of
executives' compensation opportunity to measures of the Company's performance
extending over more than one year, thereby providing an incentive for successful
long-term strategic management of the Company, and otherwise to further the
purposes of the 1996 Plan.
2. Status as Subplan Under the 1996 Plan; Administration. This Plan
constitutes a subplan implemented under the 1996 Plan. This Plan will be
administered by the Committee (currently the Organization and Compensation
Committee of the Board of Directors) which administers the 1996 Plan in
accordance with the terms of the 1996 Plan. All of the terms and conditions of
the 1996 Plan are hereby incorporated by reference in this Plan, and if any
provision of this Plan or an agreement evidencing an award hereunder conflicts
with a provision of the 1996 Plan, the provision of the 1996 Plan shall govern.
Capitalized terms used in this Plan but not defined herein shall have the same
meanings as defined in the 1996 Plan.
3. Certain Definitions. In addition to terms defined above and in the
1996 Plan, the following are defined terms under this Plan:
(a) "Account" means the account established for a Participant under
Section 7(a).
(b) "Alternative Objective" has the meaning set forth in Section 6(a).
(c) "Cause" means (i) if the Participant has an Employment Agreement,
"Cause" as defined under such Employment Agreement, or (ii) if the Participant
has no Employment Agreement containing such a definition, Participant's gross
misconduct, meaning (A) the Participant' willful and continued refusal
substantially to perform his or her duties with the Company (other than any such
refusal resulting from his or her incapacity due to physical or mental illness),
after a demand for substantial performance is delivered to the Participant by
the Board of Directors which specifically identifies the manner in which the
Board believes that the Participant has refused to perform his or her duties, or
(B) the willful engaging by the Participant in gross misconduct materially and
demonstrably injurious to the Company. For purposes of this definition, no act
or failure to act on the Participant's part shall be considered "willful" unless
done, or omitted to be done, by the Participant not in good faith and without
reasonable belief that his or her action or omission was in the best interest of
the Company.
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(d) "Comparison Group" shall mean the peer group of companies
designated by the Committee as the Comparison Group in respect of a given
Performance Cycle under Section 6(c).
(e) "Disability" means (i) if the Participant has an Employment
Agreement, "Disability" as defined under such Employment Agreement, or (ii) if
the Participant has no Employment Agreement containing such a definition, the
Participant's incapacity due to physical or mental illness resulting in the
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, the Participant has not returned to
the full-time performance of his or her duties.
(f) "Dividend Equivalents" means credits in respect of each PeRS or
other Stock Unit representing an amount equal to the dividends or distributions
declared and paid on a share of Common Stock, subject to Section 7(b).
(g) "Earning Date" has the meaning set forth in Section 6(d).
(h) "Employment Agreement" means a written agreement between the
Company and a Participant securing the Participant's services as an employee for
a period of time and in effect immediately prior to the Participant's
Termination of Employment or, if no such agreement is in effect immediately
prior to the Participant's Termination of Employment, an agreement providing
severance benefits to the Participant upon termination of employment in effect
immediately prior to the Participant's Termination of Employment (including for
this purpose an agreement providing such benefits only during a period following
a defined change in control, whether or not a change in control in fact has
occurred prior to such Termination of Employment).
(i) "Good Reason" means "Good Reason" as defined in the Participant's
Employment Agreement; if the Participant has no such Employment Agreement, no
circumstance will constitute "Good Reason" for purpose of this Plan.
(j) "Participant" means an Employee participating in this Plan.
(k) "Performance Cycle" means the period over which PeRS designated in
respect of the Performance Cycle potentially may be earned. Performance Cycles
generally will be three-year periods extending from January 1 of the initial
year through December 31 of the third year in the Performance Cycle, except that
a one-year and two-year Performance Cycle will begin on January 1, 1999 for
purposes of transition under this Plan. Performance Cycles generally will begin
each year, and therefore will overlap with one another.
(l) "PeRS" means Stock Units which are potentially earnable by a
Participant hereunder upon achievement of specified levels of Total Shareholder
Return as
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compared to a Comparison Group or other performance goals. The term is an
acronym for "performance-based Restricted Stock Units."
(m) "Pro Rata Portion" means a portion of a specified number of PeRS
relating to a given Performance Cycle determined by multiplying such number of
PeRS by a fraction the numerator of which is the number of calendar days from
the beginning of the Performance Cycle to the date of Participant's Termination
of Employment and the denominator of which is the number of calendar days in the
Performance Cycle (subject to adjustment under Section 6(b).
(n) "Stock Unit" is a bookkeeping unit which represents a right to
receive one share of Common Stock upon settlement, together with a right to
accrual of additional Stock Units as a result of Dividend Equivalents as
specified in Section 7(b), subject to the terms and conditions of this Plan.
Stock Units constitute an award under Article IX of the 1996 Plan (including
Section 9.6 thereof). Stock Units are arbitrary accounting measures created and
used solely for purposes of this Plan, and do not represent ownership rights in
the Company, shares of Common Stock, or any asset of the Company.
(o) "Target PeRS" means a number of PeRS designated as a target number
that may be earned by a Participant in respect of a given Performance Cycle plus
the number of PeRS resulting directly or indirectly from Dividend Equivalents on
the originally designated number of Target PeRS.
(p) "Termination of Employment" means the Participant's termination of
employment with the Company or any of its subsidiaries or affiliates in
circumstances in which, immediately thereafter, the Participant is not employed
by any other of the Company or its subsidiaries or affiliates.
(q) "Total Shareholder Return" means the amount, expressed as a
percentage, of market price appreciation or depreciation of a share of common
stock plus dividends on a share of common stock, assuming dividend reinvestment
at the dividend payment date, for a specified year.
4. Shares Available Under the Plan. Shares issuable or deliverable in
settlement of Stock Units shall be drawn from the 1996 Plan. The Committee will
monitor share usage under this Plan and the 1996 Plan to ensure that shares are
available for settlement of PeRS and other Stock Units in compliance with the
requirements of the 1996 Plan.
5. Eligibility. Employees who are eligible to participate in the 1996
Plan may be selected by the Committee to participate in this Plan.
6. Designation and Earning of PeRS.
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(a) Designation of PeRS and Related Terms. Not later than 90 days after
the beginning of a Performance Cycle, the Committee shall select Employees to
participate in the Performance Cycle and designate, for each such Participant,
the number of PeRS such Participant shall have the opportunity to earn in such
Performance Cycle. The number of PeRS earnable by each Participant shall range
from 0% to 200% of a specified number of Target PeRS; provided, however, that in
no event may the number of PeRS that may be potentially earnable by any one
Participant in all Performance Cycles that begin in any one calendar year exceed
the applicable annual per-person limitation set forth in Section 5.3 of the 1996
Plan. The Committee shall also specify a table, grid, or formula that sets forth
the amount of PeRS that will be earned corresponding to the percentile rank of
the Company's average Total Shareholder Return for the three years ending on the
last day of the Performance Cycle as compared to the average Total Shareholder
Return of the Comparison Group for the three years ending on the last day of the
Performance Cycle, and any other performance goal (an "Alternative Objective")
permitted under Section 9.3 of the 1996 Plan upon which the earnings of PeRS may
be conditioned. In furtherance of the foregoing, the performance goals and
earning of PeRS for the three Performance Cycles beginning in 1999 shall be as
set forth in Section 6(a)(i) through (iii) below:
(i) Total Shareholder Return Goal. The "PeRS Earned for Total
Shareholder Return Performance" table for the three
Performance Cycles beginning in 1999 shall be as follows:
PeRS EARNED FOR TOTAL SHAREHOLDER RETURN PERFORMANCE
- --------------------------------------------------------------------------------
Three-Year Average Total Shareholder Return Percentage of Target
Company Percentile Rank vs. PeRS Earned
Comparison Group
- --------------------------------------------------------------------------------
90th percentile or higher 200%
80th percentile 175%
75th percentile 150%
60th percentile 120%
50th percentile 100%
45th percentile 75%
40th percentile 50%
Below 40th percentile 0%*
* 50% earnable upon achievement
of Alternative Objective
- --------------------------------------------------------------------------------
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(ii) Alternative Objective Based on Earnings Per Share. If the
three-year average Total Shareholder Return of the Company places
it below the 40th percentile of the three-year average Total
Shareholder Return of the Comparison Group, 50% of the Target
PeRS shall nevertheless be earned if the Company's earnings per
share of Common Stock (basic) in the final year of the
Performance Cycle exceeds the amount of earnings per share
(basic) achieved in the year prior to the final year of the
Performance Cycle by a percentage specified by the Committee
during the first 90 days of the Performance Cycle.
(iii) Determining Percentage of PeRS Earned. In the event the Company's
three-year average Total Shareholder Return falls between two of
the percentiles listed in the left hand column of the table in
(i) above, the percentage of PeRS earned in accordance with the
table shall be interpolated (e.g., if the Company's three-year
average Total Shareholder Return placed in the 55th percentile in
the left column in the table, the percentage of Target PeRS
earned in the right column of the table would be 110%). PeRS that
are not earned, including PeRS resulting directly or indirectly
from Dividend Equivalents thereon, will be cancelled.
(b) Additional Participants and PeRS Designations During a Performance
Cycle. The provisions of Section 6(a) notwithstanding, at any time during a
Performance Cycle, the Committee may select a new Employee or a newly promoted
Employee to participate in the Performance Cycle and/or designate, for any such
Participant, the number of PeRS or additional PeRS such Participant shall have
the opportunity to earn in such Performance Cycle; provided, however, that such
designation must be effective at least six months before the stated end date of
the Performance Cycle. In determining the number of Target PeRS to be designated
under this Section 6(b), the Committee may take into account the portion of the
Performance Cycle already elapsed, the performance achieved during such elapsed
portion of the Performance Cycle, and such other considerations as the Committee
may deem relevant. The Committee shall also determine whether any calculation of
the Pro Rata Portion for such Participant shall be adjusted to include or
exclude periods prior to the Participant's employment in the numerator or
denominator used in calculating such amount.
(c) Comparison Group. The Comparison Group for each Performance Cycle
shall be designated by the Committee, provided that, if the Committee does not
designate a new Comparison Group for any Performance Cycle, the Comparison Group
shall be that most recently designated by the Committee. The Comparison Group
for the three Performance Cycles beginning in 1999 shall be as set forth in
Exhibit A to this Plan. In the event a merger, acquisition, or other
extraordinary corporate event affects a company included in the Comparison
Group, if in the Committee's judgment such event causes Total Shareholder Return
for such company not to be comparable with periods prior to the event or
otherwise necessitates a change or adjustment to ensure continued comparability,
the Committee shall make such adjustments, including
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substituting another company in place of the affected company, in order to
maintain the comparability of results of the Comparison Group and, to the extent
practicable, to remain consistent with substitutions in the Standard & Poor's
Textile Apparel Super Index; provided, however, that no adjustment shall be
authorized hereunder if and to the extent that such authorization or adjustment
would cause the performance goals for the PeRS not to meet the "performance goal
requirement" set forth in Treasury Regulation 1.162-27(e)(2) under the Internal
Revenue Code.
(d) Determination of Number of Earned PeRS. Not later than 75 days
after the end of each Performance Cycle, the Committee shall determine the
extent to which the performance goals for the earning of PeRS were achieved
during such Performance Cycle and the number of PeRS earned by each Participant
with respect to such Performance Cycle. The Committee shall make written
determinations that the performance goals and any other material terms relating
to the earning of PeRS were in fact satisfied. The date at which the Committee
makes a final determination of PeRS earned with respect to a given Performance
Cycle will be the "Earning Date" for such Performance Cycle.
7. Certain Terms of PeRS and Other Stock Units.
(a) Account. The Company shall maintain a bookkeeping account for each
Participant reflecting the number of PeRS and other Stock Units then credited to
the Participant hereunder. The Account may include subaccounts or other
designations showing, with respect to separate Performance Cycles, Stock Units
that are PeRS, Stock Units that have been earned but deferred, and other
relevant information. Fractional Stock Units shall be credited to at least three
decimal places for purposes of this Plan.
(b) Dividend Equivalents. Dividend Equivalents shall be paid or
credited on Stock Units, including PeRS that have not yet been earned, but
excluding PeRS or other Stock Units that, at the relevant record date, cannot
thereafter be earned or previously have been settled or, at the relevant payment
date, previously have been cancelled, as follows:
(i) Cash Dividends. If the Company declares and pays a dividend or
distribution on Common Stock in the form of cash, then a number
of additional Stock Units shall be credited to each Participant's
Account as of the payment date for such dividend or distribution
equal to the number of Stock Units credited to the Account as of
the record date for such dividend or distribution multiplied by
the amount of cash actually paid as a dividend or distribution on
each outstanding share of Common Stock at such payment date,
divided by the Fair Market Value of a share of Common Stock at
such payment date.
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(ii) NonCommon Stock Dividends. If the Company declares and pays a
dividend or distribution on Common Stock in the form of property
other than shares of Common Stock, then a number of additional
Stock Units shall be credited to each Participant's Account as of
the payment date for such dividend or distribution equal to the
number of Stock Units credited to the Account as of the record
date for such dividend or distribution multiplied by the Fair
Market Value of such property actually paid as a dividend or
distribution on each outstanding share of Common Stock at such
payment date, divided by the Fair Market Value of a share of
Common Stock at such payment date; provided, however, that, in
lieu of crediting of additional Stock Units, the Committee may
determine to set aside the same amount and type of property
distributed to a holder of a share of Common Stock for delivery
to the Participant at the time of settlement of each Stock Unit,
in such manner and on such terms as the Committee may specify.
(iii) 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 a number of additional Stock Units
shall be credited to each Participant's Account as of the payment
date for such dividend or distribution or forward split equal to
the number of Stock Units credited to the Account as of the
record date for such dividend or distribution or split multiplied
by the number of additional shares of Common Stock actually paid
as a dividend or distribution or issued in such split in respect
of each outstanding share of Common Stock.
PeRS or other Stock Units that result directly or indirectly from Dividend
Equivalents on PeRS or other Stock Units (the "underlying PeRS or other Stock
Units") previously credited with respect to a Performance Cycle shall be deemed
to relate to that same Performance Cycle, and shall be subject to the same
performance conditions to settlement and other terms and conditions as apply to
the underlying PeRS and other Stock Units. For purposes of this Plan, a PeRS or
other Stock Unit resulting from Dividend Equivalents on PeRS or other Stock
Units previously resulting from Dividend Equivalents is said to result
"indirectly" from the original underlying PeRS or other Stock Unit (that is, the
PeRS or other Stock Unit not originally acquired as a result of Dividend
Equivalents).
(c) Adjustments. The number of Stock Units credited to Participant's
Account shall be appropriately adjusted, in order to prevent dilution or
enlargement of Participants' rights with respect to Stock Units, to reflect any
changes in the number of outstanding shares of Common Stock resulting from any
event referred to in Article XI of the 1996 Plan, taking into account any Stock
Units credited to Participant in connection with such event under Section 7(b)
hereof.
(d) Statements. An individual statement relating to a Participant's
Account will be issued to the Participant not less frequently than annually.
Such statement shall
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reflect the amount of Stock Units credited to Participant's Account,
transactions therein during the period covered by the statement, and other
information deemed relevant by the Administrator. Such statement may be combined
with or include information regarding other plans and compensatory arrangements
affecting the Participant. A Participant's statements shall evidence the
Company's obligations in respect of Stock Units, including the number of Stock
Units credited as a result of Dividend Equivalents, without the need for the
Company to enter into a separate agreement relating to such obligations;
provided, however, that any statement containing an error shall not represent a
binding obligation to the extent of such error.
8. Effect of Termination of Employment.
(a) Termination Prior to Performance Cycle Earning Date. Except to the
extent set forth in subsections (i) through (iv) of this Section 8(a), upon a
Participant's Termination of Employment prior to the Earning Date with respect
to a given Performance Cycle all unearned PeRS relating to such Performance
Cycle shall cease to be earnable and shall be cancelled, and Participant shall
have no further rights or opportunities hereunder:
(i) Disability, death, or Retirement. If Termination of Employment is
due to the Disability, death or Retirement (as defined in the
1996 Plan) of the Participant, the Participant or his or her
Beneficiary shall be deemed to have earned and shall be entitled
to receive settlement of the Pro Rata Portion of the PeRS
relating to the Performance Cycle which, at the date of
Termination, had commenced its final year but not yet reached its
Earning Date, at the time and to the extent such PeRS would
otherwise be earned and settled, in accordance with Section 9(a),
except that, if the Participant has timely filed an irrevocable
election to defer settlement of PeRS following a Termination of
Employment due to Retirement, such earned PeRS shall be settled
in accordance with such deferral election. Other PeRS relating to
that Performance Cycle, and PeRS relating to any Performance
Cycle which, at the date of such Termination, had not commenced
its final year, will cease to be earnable and will be cancelled.
(ii) Termination Not Within 36 Months After a Change in Control by the
Company and Other Than for Cause. If Termination of Employment
occurs not within 36 months following a Change in Control (as
defined in the 1996 Plan) and is by the Company other than for
Cause, the Participant shall be deemed to have earned and shall
be entitled to receive settlement of the Pro Rata Portion of the
PeRS relating to the Performance Cycle which, at the date of
Termination, had commenced its final year but not yet reached its
Earning Date, at the time and to the extent such PeRS would
otherwise be earned and settled, in accordance with Section 9(a).
Other PeRS relating to that Performance Cycle, and PeRS relating
to any Performance Cycle
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which, at the date of such Termination, had not commenced its
final year, will cease to be earnable and will be cancelled.
(iii) Termination Within 36 Months After a Change in Control by the
Company Other than for Cause or by the Participant for Good
Reason. If Termination of Employment occurs within 36 months
following a Change in Control and is either by the Company other
than for Cause or by the Participant for Good Reason, the
Participant shall be deemed to have earned and shall be entitled
to settlement of PeRS relating to each Performance Cycle which
has not yet ended or reached its Earning Date at the date of
Termination at the greater of the number of Target PeRS for such
Performance Cycle or the number of PeRS that would have been
earned had such Performance Cycle ended at the close of business
on the day preceding the date of Termination. Other PeRS relating
to those Performance Cycles will cease to be earnable and will be
cancelled. Settlement of PeRS under this Section 8(a)(iii) shall
occur in accordance with Section 9(a) within five days after such
Termination.
(iv) Termination by the Company for Cause and Certain Voluntary
Terminations by the Participant. If Termination of Employment is
either by the Company for Cause or voluntary by the Participant,
other than a Termination within 36 months following a Change in
Control by the Participant for Good Reason, PeRS relating to each
Performance Cycle which has not yet ended or reached its Earning
Date will cease to be earnable and will be cancelled.
(b) Termination After Performance Cycle Earning Date. Upon a
Participant's Termination of Employment at or after the Earning Date with
respect to a given Performance Cycle, all Stock Units resulting directly or
indirectly from such Performance Cycle shall be settled in accordance with
Section 9(a) as promptly as practicable after such Termination, except that, if
the Participant has timely filed an irrevocable election to defer settlement of
Stock Units following a Termination of Employment due to Retirement, such Stock
Units shall be settled in accordance with such deferral election.
(c) Release. Any settlement of PeRS or other Stock Units following
Termination of Employment, except for a settlement under Section 8(a)(iii), may
be delayed by the Committee if the Participant's Employment Agreement or any
policy of the Committee then in effect conditions such settlement upon the
Company receiving a full and valid release of claims against the Company.
9. Settlement of PeRS and Other Stock Units.
(a) Settlement If PeRS Not Deferred. Not later than the Earning Date in
respect of each Performance Cycle, the Committee shall settle all PeRS earned in
respect of such Performance Cycle (including PeRS resulting directly or
indirectly from Dividend
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Equivalents), other than PeRS deferred as Stock Units under Section 9(b), by
issuing and/or delivering to the Participant one share of Common Stock for each
PeRS being settled. Such issuance or delivery shall occur as promptly as
practicable after the Earning Date for the Performance Cycle.
(b) Deferral of PeRS as Stock Units. At any time on or before such date
as may be specified by the Committee, the Participant may elect to defer
settlement of PeRS or other Stock Units to a date (i) later than the Earning
Date for the Performance Cycle to which the PeRS relate or (ii) later than
Termination of Employment due to Retirement, as specified by the Participant;
provided, however, that an optional deferral shall be subject to such additional
restrictions and limitations as the Committee may from time to time specify,
including for purposes of ensuring that the Participant will not be deemed to
have constructively received compensation in connection with such deferral.
(c) Creation of Rabbi Trust. If and to the extent authorized by the
Committee, the Company may create one or more trusts and deposit therein Common
Stock or other property for delivery to the Participant in satisfaction of the
Company's obligations hereunder. Any such trust shall be a "rabbi" trust that
shall not jeopardize the status of the Participant's rights hereunder as
"unfunded" deferred compensation for federal income tax purposes. If so provided
by the Committee, upon the deposit by the Committee of Common Stock in such a
trust, there shall be substituted for the rights of the Participant to receive
settlement by issuance and/or delivery of Common Stock under this Agreement a
right to receive property of the same type as and equal in value to the assets
of the trust (to the extent that such assets represent the full amount of the
Company's obligation at the date of deposit). The trustee of the trust shall not
be permitted to diversify trust assets by voluntarily disposing of shares of
Common Stock in the trust and reinvesting proceeds, but such trustee may be
authorized to dispose of other trust assets and reinvest the proceeds in
alternative investments, subject to such terms, conditions, and limitations as
the Committee may specify, including for the purpose of avoiding adverse
accounting consequences to the Company, and in accordance with applicable law.
(d) Settlement of Stock Units at the End of the Deferral Period. Not
later than 15 days after the end of any elective period of deferral or
immediately in the case of a deferral period ending upon a Change in Control,
the Company will settle all Stock Units then credited to a Participant's Account
(including Stock Units resulting directly or indirectly from Dividend
Equivalents) by issuing and/or delivering to the Participant one share of Common
Stock for each PeRS being settled. Any deferral period will end on an
accelerated basis immediately prior to a Change in Control.
(e) Manner of Settlement. The Committee or an administrator to whom the
Committee has delegated authority may, in its or his or her sole discretion,
determine the manner in which shares of Common Stock shall be delivered by the
Company, including the manner in which fractional shares shall be dealt with;
provided, however, that no certificate shall be issued representing a fractional
share. In furtherance of this
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authority, PeRS and other Stock Units may be settled by the Company issuing and
delivering the requisite number of shares of Common Stock to a member firm of
the New York Stock Exchange which is also a member of the National Association
of Securities Dealers, as selected by the Company from time to time, which
shares shall be deposited by such member firm in separate brokerage accounts for
each Participant. If there occurs any delay between the settlement date and the
date shares are issued or delivered to the Participant, a cash amount equal to
any dividends or distributions the record date for which fell between the
settlement date and the date of issuance or delivery of the shares shall be paid
to the Participant together with the delivery of the shares.
(f) Tax Withholding. The Company shall deduct from any settlement of a
Participant's PeRS or other Stock Units any Federal, state, or local withholding
or other tax or charge which the Company is then required to deduct under
applicable law. In furtherance of this requirement, the Company shall withhold
from the shares of Common Stock issuable or deliverable in settlement of a
Participant's PeRS or other Stock Units the number of shares having an aggregate
Fair Market Value equal to any Federal, state, and local withholding or other
tax or charge which the Company is required to withhold under applicable law,
unless the Participant has otherwise elected and has made other arrangements
satisfactory to the Company to pay such withholding amounts.
(g) Non-Transferability. Neither a Participant nor any beneficiary
shall have the right to, directly or indirectly, alienate, assign, transfer,
pledge, anticipate, or encumber (except by reason of death) any PeRS or other
Stock Unit, Account or Account balance, or other right hereunder, nor shall any
such PeRS, Stock Unit, Account or Account balance, or other right be subject to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Participant or any beneficiary,
or to the debts, contracts, liabilities, engagements, or torts of the
Participant or any Beneficiary or transfer by operation of law in the event of
bankruptcy or insolvency of the Participant or any beneficiary, or any legal
process.
10. General Provisions.
(a) Changes to this Plan. The Committee may at any time amend, alter,
suspend, discontinue, or terminate this Plan, and such action shall not be
subject to the approval of the Company's shareholders; provided, however, that,
without the consent of an affected Participant, no such action may materially
impair the rights of such Participant under this Plan. The foregoing
notwithstanding, the Committee may, in its discretion, accelerate the
termination of any Performance Cycle or any deferral period and the resulting
settlement of PeRS or Stock Units, with respect to an individual Participant or
all Participants.
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(b) Nonexclusivity of the Plan. The adoption of this Plan shall not be
construed as creating any limitations on the power of the Board or Committee to
adopt such other compensation arrangements as it may deem desirable for any
Participant.
(c) Effective Date and Plan Termination. This Plan became effective on
January 1, 1999, following its approval by the Committee. This Plan will remain
in effect until such time as the Company and Participants have no further rights
or obligations under this Plan in respect of PeRS or other Stock Units not yet
settled or the Committee otherwise terminates this Plan.
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Exhibit A
COMPARISON GROUP FOR PERFORMANCE CYCLES
ENDING IN 1999, 2000, AND 2001
The following 22 companies comprise the Comparison Group for purposes
of the Performance Cycles ending in 1999, 2000, and 2001, under the VF
Corporation Mid-Term Incentive Plan:
1. Ashworth
2. Authentic Fitness
3. Donna Karan
4. Fruit of the Loom, Inc.
5. Haggar
6. Hartmarx
7. Jones Apparel Group
8. Kellwood
9. Liz Claiborne
10. Nautica Enterprises
11. Nike
12. Oshkosh B'Gosh
13. Oxford industries
14. Philips Van Heusen
15. Polo Ralph Lauren
16. Reebok International
17. Russell
18. Sara Lee
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19. St. John Knits
20. Tommy Hilfiger
21. Tultex
22. Warnaco