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PVH Corp./DE – ‘10-Q’ for 4/29/12 – ‘EX-10.3’

On:  Thursday, 6/7/12, at 2:47pm ET   ·   For:  4/29/12   ·   Accession #:  78239-12-36   ·   File #:  1-07572

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  As Of               Filer                 Filing    For·On·As Docs:Size

 6/07/12  PVH Corp./DE                      10-Q        4/29/12   71:9.2M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    493K 
 2: EX-10.1     Material Contract                                   HTML     64K 
 3: EX-10.2     Material Contract                                   HTML     64K 
 4: EX-10.3     Material Contract                                   HTML     44K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     26K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     26K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     22K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     22K 
49: R1          Document and Entity Information Document            HTML     45K 
39: R2          Consolidated Balance Sheets                         HTML    136K 
47: R3          Consolidated Balance Sheets (Parenthetical)         HTML     72K 
51: R4          Consolidated Income Statements                      HTML     82K 
66: R5          Consolidated Statements of Comprehensive Income     HTML     47K 
41: R6          Consolidated Statements of Comprehensive Income     HTML     29K 
                (Parenthetical)                                                  
46: R7          Consolidated Statements of Cash Flows               HTML    142K 
35: R8          General                                             HTML     36K 
27: R9          Inventories                                         HTML     23K 
67: R10         Investments in Unconsolidated Affiliates            HTML     29K 
53: R11         Goodwill                                            HTML     65K 
52: R12         Retirement and Benefit Plans                        HTML     69K 
57: R13         Debt                                                HTML     72K 
58: R14         Income Taxes                                        HTML     26K 
56: R15         Derivative Financial Instruments                    HTML     90K 
59: R16         Fair Value Measurements                             HTML    139K 
48: R17         Stock-Based Compensation                            HTML     92K 
50: R18         Stockholders' Equity                                HTML     35K 
55: R19         Activity Exit Costs                                 HTML     69K 
71: R20         Net Income Per Common Share                         HTML     58K 
62: R21         Noncash Investing and Financing Transactions        HTML     26K 
43: R22         Segment Data                                        HTML    145K 
54: R23         Guarantees                                          HTML     26K 
45: R24         Recent Accounting Guidance                          HTML     28K 
20: R25         General (Policies)                                  HTML     35K 
63: R26         Inventories (Policies)                              HTML     25K 
68: R27         Goodwill (Tables)                                   HTML     66K 
31: R28         Retirement and Benefit Plans (Tables)               HTML     60K 
30: R29         Debt (Tables)                                       HTML     47K 
33: R30         Derivative Financial Instruments (Tables)           HTML     82K 
34: R31         Fair Value Measurements (Tables)                    HTML    139K 
36: R32         Stock-Based Compensation (Tables)                   HTML     79K 
19: R33         Activity Exit Costs (Tables)                        HTML     67K 
60: R34         Net Income Per Common Share (Tables)                HTML     55K 
42: R35         Segment Data (Tables)                               HTML    129K 
44: R36         General (Details)                                   HTML     22K 
23: R37         Investments in Unconsolidated Affiliates (Details)  HTML     31K 
70: R38         Goodwill (Details)                                  HTML     57K 
15: R39         Retirement and Benefit Plans (Details)              HTML     64K 
37: R40         DEBT Credit Facilities (Details)                    HTML     27K 
65: R41         DEBT Schedule of Mandatory Long-Term Debt           HTML     63K 
                Repayments (Details)                                             
22: R42         DEBT Schedule of Long Term Debt Instruments         HTML     90K 
                (Details)                                                        
29: R43         Income Taxes (Details)                              HTML     23K 
32: R44         Derivative Financial Instruments (Details)          HTML     63K 
40: R45         Fair Value Measurements (Details)                   HTML     89K 
18: R46         Stock-Based Compensation - Stock Option Activity    HTML     83K 
                (Details)                                                        
26: R47         Stock-Based Compensation Stock-Based Compensation   HTML    103K 
                - Rsu, Restricted Stock and Performance Share                    
                Activity (Details)                                               
17: R48         Stockholders' Equity (Details)                      HTML     55K 
64: R49         Activity Exit Costs (Details)                       HTML     58K 
21: R50         Net Income Per Common Share (Details)               HTML     67K 
61: R51         Net Income Per Common Share - Diluted (Details)     HTML     31K 
24: R52         Noncash Investing and Financing Activities          HTML     49K 
                (Details)                                                        
38: R53         Segment Data (Details)                              HTML     64K 
16: R54         Guarantees (Details)                                HTML     25K 
69: XML         IDEA XML File -- Filing Summary                      XML     97K 
28: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   1.45M 
 9: EX-101.INS  XBRL Instance -- pvh-20120429                        XML   2.13M 
11: EX-101.CAL  XBRL Calculations -- pvh-20120429_cal                XML    166K 
12: EX-101.DEF  XBRL Definitions -- pvh-20120429_def                 XML    696K 
13: EX-101.LAB  XBRL Labels -- pvh-20120429_lab                      XML   1.57M 
14: EX-101.PRE  XBRL Presentations -- pvh-20120429_pre               XML    859K 
10: EX-101.SCH  XBRL Schema -- pvh-20120429                          XSD    179K 
25: ZIP         XBRL Zipped Folder -- 0000078239-12-000036-xbrl      Zip    220K 


‘EX-10.3’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  EX10.3.2012.1Q.10Q  


EXHIBIT 10.3
PVH CORP.
2006 STOCK INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT

NOTICE OF PERFORMANCE SHARE AWARD
PVH Corp. (the “Company”) grants to the Grantee named below, in accordance with the terms of the PVH Corp. 2006 Stock Incentive Plan (the “Plan”) and performance share award agreement (this “Agreement”), the number of performance shares (the “Performance Shares”) provided as follows:
GRANTEE
 
TARGET NO. OF PERFORMANCE SHARES
 
PERFORMANCE PERIOD
 
DATE OF GRANT
 
SETTLEMENT SCHEDULE
Performance Shares will be settled no later than the 15th day of the third month following the calendar year in which the Vesting Date (as defined below) occurs, except as otherwise provided herein.
AGREEMENT
1.
Grant of Award. The Company hereby grants to the Grantee the Performance Shares, settlement of which is dependent upon the achievement of certain performance goals more fully described in Section 2(d) of this Agreement and service through the day preceding the first anniversary of the date that the Committee has certified whether the performance goals for the Performance Period have been achieved (the “Vesting Date”). This Award is subject to the terms, definitions and provisions of the Plan and this Agreement. All terms, provisions, and conditions applicable to the Performance Shares set forth in the Plan and not set forth herein are incorporated by reference. To the extent any provision hereof is inconsistent with a provision of the Plan, the provision of the Plan will govern. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.
2.
Settlement of Award.
a.
Right to Award. The Performance Shares awarded pursuant to this Agreement represent the opportunity to receive Shares of the Company if performance goals outlined in Section 2(d) of this Agreement are satisfied.
b.
Settlement of Award. Except as otherwise provided in Section 3(a) and Section 3(f), the Performance Shares shall be settled as soon as reasonably practicable after the Vesting Date, which settlement date shall be no later than the 15th day of the third month following the calendar year in which the Vesting Date occurs. Settlement is contingent upon the Grantee remaining in the employment or service of the Company or its Subsidiaries through the Vesting Date, except as otherwise provided in Section 3. Notwithstanding the foregoing, in the event any settlement of the Performance Shares hereunder constitutes “deferred compensation” within the meaning of Section 409A of the Code, and the Grantee is a “specified employee” (as determined under the Company's policy for identifying specified employees) on the date of his or her “separation from service” (within the meaning of Section 409A of the Code), the date for settlement shall be the earlier of (i)

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death or (ii) the later of (x) the date that settlement would otherwise be made hereunder or (y) the first business day following the end of the sixth-month period following the date of the Grantee's separation from service.
The Company may require the Grantee to furnish or execute such documents as the Company shall reasonably deem necessary (i) to evidence such settlement and (ii) to comply with or satisfy the requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other Applicable Law.
c.
Method of Settlement. The Company shall deliver to the Grantee one Share for each Performance Share earned, less any Shares withheld in accordance with Section 2(e) of this Agreement. Share certificates shall be issued in the name of the Grantee (or of the person or persons to whom such Award was transferred in accordance with Section 4 of this Agreement).
d.
Determination of the Number of Performance Shares Earned. The number of Performance Shares earned, if any, is based on [earnings before interest, taxes, depreciation and amortization at the end of the Performance Period], determined in accordance with the schedule annexed hereto as Exhibit A.
e.
Taxes. Pursuant to Section 14 of the Plan, the Company shall have the power and the right to deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to satisfy any applicable tax withholding requirements applicable to this Award. The Company may condition the delivery of Shares upon the Grantee's satisfaction of such withholding obligations. To the extent permitted by the Committee, the Grantee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory tax withholding rate that could be imposed on the transaction (or such other rate that will not result in a negative accounting impact). Such election shall be irrevocable, made in writing, signed by the Grantee, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
3.
Termination of Employment.
a.
If the Grantee's employment terminates during a Performance Period by reason of his or her death, his or her estate shall receive the Performance Shares that would otherwise have been delivered to the Grantee for the Performance Period if the plan target level were achieved, prorated to the portion of the Performance Period actually worked by the Grantee. If the Grantee's employment terminates on or after the end of a Performance Period, but before the Vesting Date, by reason of his or her death, his or her estate shall receive the Performance Shares, if any, that would otherwise have been delivered to the Grantee for the Performance Period. Performance Shares received pursuant to this Section 3(a) shall be settled within 30 days of the date of the Grantee's death.
b.
If the Grantee's employment terminates during a Performance Period by reason of his or her disability, the Grantee shall receive the Performance Shares, if any, that would otherwise have been delivered to the Grantee for the Performance Period, prorated to the portion of the Performance Period actually worked by the Grantee. If the Grantee's employment terminates on or after the end a Performance Period, but before the Vesting Date, by reason of his or her disability, his or her estate shall receive the Performance

2



Shares, if any, that would otherwise have been delivered to the Grantee for the Performance Period.
c.
If the Grantee's employment terminates during a Performance Period by reason of his or her Retirement, the Grantee shall receive the Performance Shares, if any, that would otherwise have been payable to the Grantee for the Performance Period, prorated to the portion of the Performance Period actually worked by the Grantee; provided, however, that if a Grantee retires prior to the last day of the first fiscal year of a Performance Period, no Performance Shares shall be delivered. If the Grantee's employment terminates on or after the end of a Performance Period, but before the Vesting Date, by reason of his or her Retirement, his or her estate shall receive the Performance Shares, if any, that would otherwise have been delivered to the Grantee for the Performance Period.
d.
If the Grantee's employment terminates during a Performance Period by reason of his or her discharge without Cause or for any reason which would constitute grounds for the Grantee to voluntarily terminate his or her employment for “good reason” under the terms of the Grantee's employment agreement, if any, with the Company or a Subsidiary, the Grantee shall receive the Performance Shares, if any, that would otherwise have been payable to the Grantee for the Performance Period, prorated to the portion of the Performance Period actually worked by the Grantee; provided, however, that if a Grantee terminates employment by reason of his or her discharge without Cause or for “good reason” prior to the last day of the first fiscal year of a Performance Period, no Performance Shares shall be delivered.
e.
If the Grantee's employment terminates on or after the end of a Performance Period but before the Vesting Date, by reason of his or her discharge without Cause or voluntary termination for any reason which would constitute grounds for the Grantee to voluntarily terminate his or her employment for “good reason” under the terms of the Grantee's employment agreement, if any, with the Company or a Subsidiary, the Grantee shall receive the Performance Shares, if any, that would otherwise have been delivered to the Grantee for the Performance Period.
f.
Notwithstanding the foregoing, (i) in the event that there shall be a Change in Control during a Performance Period, the Grantee shall be entitled to receive Performance Shares equal to the Performance Shares payable to the Grantee if the plan target level for the Performance Period had been achieved prorated to the portion of the Performance Period actually worked by the Grantee through the date of the Change in Control and (ii) in the event that there shall be a Change in Control on or after the end of a Performance Period, but before the Vesting Date, the Grantee shall be entitled to receive the Performance Shares, if any, that would otherwise have been delivered to the Grantee for the Performance Period. Performance Shares received pursuant to this Section 3(f) shall be settled within 30 days of the date of the Change in Control.
4.
Transferability of Award. The Award may not be transferred, pledged, assigned, or otherwise disposed of, except (i) by will or the laws of descent and distribution or (ii) for no consideration, subject to such rules and conditions as may be established by the Committee, to a member or members of the Grantee's Immediate Family. For purposes of this Award Agreement, the Grantee's “Immediate Family” means the Grantee's children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, former spouse, siblings, nieces, nephews, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive

3



relationships or any person sharing the Grantee's household (other than a tenant or employee).
5.
Miscellaneous Provisions.
a.
Rights as a Stockholder. Neither the Grantee nor the Grantee's representative shall have any rights as a stockholder with respect to any Shares subject to this Award until the Award has been settled and Share certificates, if any, have been issued to the Grantee, transferee or representative, as the case may be.
b.
Regulatory Compliance and Listing. The issuance or delivery of any certificates representing Shares issuable pursuant to this Agreement may be postponed by the Committee for such period as may be required to comply with any applicable requirements under the federal or state securities laws, any applicable listing requirements of the New York Stock Exchange, and any applicable requirements under any other Applicable Law, and the Company shall not be obligated to deliver any such Shares to the Grantee if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority or the New York Stock Exchange, or the Grantee shall not yet have complied fully with the provisions of Section 2(e) hereof. The Company shall not be liable to the Grantee for any damages relating to any delays in issuing the certificates to the Grantee, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or the certificates themselves.
c.
Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
d.
Modification or Amendment. This Agreement may only be modified or amended by written agreement executed by the parties hereto; provided, however, that the adjustments permitted pursuant to Section 16 and Section 18(b) of the Plan may be made without such written agreement.
e.
Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.
f.
References to Plan. All references to the Plan shall be deemed references to the Plan as may be amended.
g.
Headings. The captions used in this Agreement are inserted for convenience and shall not be deemed a part of this Award for construction or interpretation.
h.
Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or by the Company forthwith to the Board or the Committee, which shall review such dispute at its next regular meeting. The resolution of such dispute by the Board or the Committee shall be final and binding on all persons.
i.
Section 409A of the Code. The provisions of this Agreement and any payments made herein are intended to comply with, and should be interpreted consistent with, the requirements of Section 409A of the Code, and any related regulations or other effective

4



guidance promulgated thereunder by the U.S. Department of the Treasury or the Internal Revenue Service.
j.
Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
PVH CORP.



By: ______________________________
Name:
Title:

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The Grantee represents that s/he is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions thereof. The Grantee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.

Dated:______________________________ Signed:_____________________________
Grantee




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EXHIBIT A





7

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:6/7/12None on these Dates
For Period end:4/29/12
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/02/24  PVH Corp./DE                      10-K        2/04/24  124:20M
 3/28/23  PVH Corp./DE                      10-K        1/29/23  123:22M
 3/30/22  PVH Corp./DE                      10-K        1/30/22  128:23M
 3/31/21  PVH Corp./DE                      10-K        1/31/21  126:23M
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Filing Submission 0000078239-12-000036   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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