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PVH Corp./DE – ‘10-Q’ for 5/5/13 – ‘EX-10.2’

On:  Thursday, 6/13/13, at 3:55pm ET   ·   For:  5/5/13   ·   Accession #:  78239-13-28   ·   File #:  1-07572

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

 6/13/13  PVH Corp./DE                      10-Q        5/05/13   88:16M

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    633K 
 2: EX-4.11     Instrument Defining the Rights of Security Holders  HTML     58K 
 3: EX-10.1     Material Contract                                   HTML   1.69M 
 4: EX-10.2     Material Contract                                   HTML     48K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     26K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     26K 
85: R1          Document and Entity Information Document            HTML     49K 
57: R2          Consolidated Income Statements                      HTML     93K 
53: R3          Consolidated Statements of Comprehensive Income     HTML     51K 
17: R4          Consolidated Statements of Comprehensive Income     HTML     33K 
                (Parenthetical)                                                  
55: R5          Consolidated Balance Sheets                         HTML    143K 
38: R6          Consolidated Balance Sheets (Parenthetical)         HTML     76K 
74: R7          Consolidated Statements of Cash Flows               HTML    152K 
39: R8          General                                             HTML     42K 
41: R9          Inventories                                         HTML     27K 
18: R10         Acquisitions                                        HTML     83K 
40: R11         Investments in Unconsolidated Affiliates            HTML     33K 
73: R12         Redeemable Non-Controlling Interest                 HTML     34K 
68: R13         Goodwill and Other Intangible Assets                HTML    168K 
54: R14         Retirement and Benefit Plans                        HTML     74K 
81: R15         Debt                                                HTML    111K 
72: R16         Income Taxes                                        HTML     32K 
15: R17         Derivative Financial Instruments                    HTML    102K 
22: R18         Fair Value Measurements                             HTML    154K 
80: R19         Stock-Based Compensation                            HTML    107K 
84: R20         Accumulated Other Comprehensive Income Accumulated  HTML     60K 
                Other Comprehensive Income                                       
86: R21         Stockholders' Equity                                HTML     40K 
83: R22         Activity Exit Costs                                 HTML     57K 
61: R23         Net Income Per Common Share                         HTML     63K 
19: R24         Noncash Investing and Financing Transactions        HTML     33K 
37: R25         Segment Data                                        HTML    164K 
27: R26         Guarantees                                          HTML     29K 
26: R27         Recent Accounting Guidance                          HTML     33K 
43: R28         General (Policies)                                  HTML     41K 
60: R29         Acquisitions (Tables)                               HTML     69K 
70: R30         Goodwill and Other Intangible Assets (Tables)       HTML    171K 
32: R31         Retirement and Benefit Plans (Tables)               HTML     57K 
44: R32         Debt (Tables)                                       HTML     67K 
77: R33         Derivative Financial Instruments (Tables)           HTML     91K 
29: R34         Fair Value Measurements (Tables)                    HTML    155K 
66: R35         Stock-Based Compensation (Tables)                   HTML     95K 
67: R36         Accumulated Other Comprehensive Income Accumulated  HTML     58K 
                Other Comprehensive Income (Tables)                              
46: R37         Activity Exit Costs (Tables)                        HTML     55K 
25: R38         Net Income Per Common Share (Tables)                HTML     59K 
65: R39         Segment Data (Tables)                               HTML    148K 
30: R40         General (Details)                                   HTML     28K 
42: R41         Acquisitions (Details)                              HTML     65K 
71: R42         Acquisitions Fair Value Of Acquisition              HTML     37K 
                Consideration (Details)                                          
35: R43         ACQUISITIONS Pro Forma Results Of Operations        HTML     28K 
                (Details)                                                        
62: R44         ACQUISITIONS Allocation of Acquisition              HTML     79K 
                Consideration (Details)                                          
52: R45         Investments in Unconsolidated Affiliates (Details)  HTML     33K 
28: R46         Redeemable Non-Controlling Interest (Details)       HTML     44K 
76: R47         GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill       HTML     69K 
                (Details)                                                        
23: R48         GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill AND   HTML     85K 
                OTHER INTANGIBLE ASSETS Intangible Assets                        
                (Details)                                                        
31: R49         Retirement and Benefit Plans (Details)              HTML     78K 
51: R50         DEBT DEBT Yen-Denominated Overdraft Facility        HTML     32K 
                (Details)                                                        
58: R51         DEBT DEBT Warnaco Notes Payable (Details)           HTML     29K 
75: R52         DEBT DEBT India Revolving Credit Facility           HTML     34K 
                (Details)                                                        
16: R53         DEBT DEBT Asia Revolving Credit Facility (Details)  HTML     31K 
63: R54         DEBT DEBT Korea Revolving Credit Facility           HTML     27K 
                (Details)                                                        
48: R55         DEBT DEBT Brazil Revolving Credit Facility          HTML     27K 
                (Details)                                                        
21: R56         DEBT Schedule of Mandatory Long-Term Debt           HTML     80K 
                Repayments (Details)                                             
24: R57         DEBT Schedule of Long Term Debt Instruments         HTML    112K 
                (Details)                                                        
56: R58         Income Taxes (Details)                              HTML     27K 
79: R59         Derivative Financial Instruments (Details)          HTML     73K 
88: R60         Fair Value Measurements (Details)                   HTML    103K 
87: R61         Stock-Based Compensation - Stock Option Activity    HTML    102K 
                (Details)                                                        
69: R62         Stock-Based Compensation - Rsu, Restricted Stock    HTML    103K 
                and Performance Share Activity (Details)                         
34: R63         Accumulated Other Comprehensive Income Changes in   HTML     93K 
                Accumulated Other Comprehensive Income (Details)                 
33: R64         Accumulated Other Comprehensive Income              HTML     54K 
                Reclassifications Out of Accumulated Other                       
                Comprehensive Income (Details)                                   
64: R65         Stockholders' Equity (Details)                      HTML     53K 
78: R66         Activity Exit Costs (Details)                       HTML     55K 
20: R67         Net Income Per Common Share (Details)               HTML     72K 
82: R68         Net Income Per Common Share - Diluted (Details)     HTML     36K 
36: R69         Noncash Investing and Financing Activities          HTML     75K 
                (Details)                                                        
47: R70         Segment Data (Details)                              HTML     91K 
45: R71         Guarantees (Details)                                HTML     27K 
50: XML         IDEA XML File -- Filing Summary                      XML    125K 
49: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.10M 
 9: EX-101.INS  XBRL Instance -- pvh-20130505                        XML   3.01M 
11: EX-101.CAL  XBRL Calculations -- pvh-20130505_cal                XML    182K 
12: EX-101.DEF  XBRL Definitions -- pvh-20130505_def                 XML   1.00M 
13: EX-101.LAB  XBRL Labels -- pvh-20130505_lab                      XML   1.99M 
14: EX-101.PRE  XBRL Presentations -- pvh-20130505_pre               XML   1.18M 
10: EX-101.SCH  XBRL Schema -- pvh-20130505                          XSD    236K 
59: ZIP         XBRL Zipped Folder -- 0000078239-13-000028-xbrl      Zip    299K 


‘EX-10.2’   —   Material Contract


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



 <!   C:   C: 
  EX.10.2.2013.1Q.10Q  

EXHIBIT 10.2
PVH CORP.
2006 STOCK INCENTIVE PLAN
PERFORMANCE SHARE UNIT AWARD AGREEMENT
(GRIP II)
NOTICE OF PERFORMANCE SHARE UNIT 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 unit award agreement (this “Agreement”), the number of performance share units (the “Performance Share Units”) provided as follows:
GRANTEE
 
TARGET NO. OF
PERFORMANCE SHARE UNITS
 
PERFORMANCE PERIOD
 
DATE OF GRANT
 
SETTLEMENT SCHEDULE
Performance Share Units will be settled no later than the 15th day of the third month following the later of (i) the last day of the Company’s fiscal year in which the Performance Period ends, or (ii) the last day of the Grantee’s taxable year in which the Performance Period ends, subject to achievement and certification of performance goals described in this Agreement and the Grantee being employed by the Company through such date, except as otherwise provided herein.


1


AGREEMENT
1.
Grant of Award.  The Company hereby grants to the Grantee the Performance Share Units, settlement of which is dependent upon the achievement of certain performance goals more fully described in Section 2(d) of this Agreement.  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 Share Units 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 Share Units 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 Share Units shall be settled as soon as reasonably practicable after it has been determined that the performance goals have been achieved and such settlement shall occur on a date chosen by the Committee, which date shall be no later than the 15th day of the third month following the later of (i) the last day of the Company’s fiscal year in which the Performance Period ends or (ii) the last day of the Grantee’s taxable year in which the Performance Period ends.  Settlement is contingent upon the Grantee remaining in the employment or service of the Company or its Subsidiaries through the settlement date, except as otherwise provided in Section 3.  Notwithstanding the foregoing, in the event any settlement of the Performance Share Units 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) 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 Unit earned, less any Shares withheld in accordance with Section 2(e) of this Agreement.  Share certificates shall be issued in the name of

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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 Shares earned, if any, is based on the level of achievement of the performance goals, as measured at the end of the Performance Period and as 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 Shares that would otherwise have been delivered to the Grantee for the Performance Period based on actual performance as of the date of the Grantee’s death, prorated to the portion of the Performance Period actually worked by the Grantee.   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 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.
c.
If the Grantee’s employment terminates during a Performance Period by reason of his or her Retirement, the Grantee shall receive the Shares, if any, which 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 12 months following the commencement of a Performance Period, no Shares shall be delivered.
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

3



reason” under the terms of the Grantee’s employment agreement, if any, with the Company or a Subsidiary, the Grantee shall receive the Shares, if any, which 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 12 months following the commencement of a Performance Period, no Shares shall be delivered.
e.
If the Grantee’s employment terminates after the end of a Performance Period but prior to the date of settlement of the Shares due to his or her death, disability, Retirement or discharge without Cause or voluntary termination for “good reason”, the Grantee shall receive the Shares, if any, which would otherwise have been delivered to the Grantee for the Performance Period.
f.
Notwithstanding the foregoing, in the event that there shall be a Change in Control during a Performance Period, the Grantee shall be entitled to receive Shares equal to the 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.  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 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

4



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 guidance promulgated thereunder by the U.S. Department of the Treasury or the Internal Revenue Service.

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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:
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


6




EXHIBIT A



7


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:6/13/13None on these Dates
For Period end:5/5/13
 List all Filings 


16 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
12/07/23  PVH Corp./DE                      10-Q       10/29/23   86:11M
 9/07/23  PVH Corp./DE                      10-Q        7/30/23   84:10M
 6/08/23  PVH Corp./DE                      10-Q        4/30/23   81:9.9M
 3/28/23  PVH Corp./DE                      10-K        1/29/23  123:22M
12/08/22  PVH Corp./DE                      10-Q       10/30/22   93:14M
 9/08/22  PVH Corp./DE                      10-Q        7/31/22   97:13M
 6/09/22  PVH Corp./DE                      10-Q        5/01/22   95:11M
 3/30/22  PVH Corp./DE                      10-K        1/30/22  128:23M
12/08/21  PVH Corp./DE                      10-Q       10/31/21   94:14M
 9/09/21  PVH Corp./DE                      10-Q        8/01/21   96:13M
 6/10/21  PVH Corp./DE                      10-Q        5/02/21   96:13M
 3/31/21  PVH Corp./DE                      10-K        1/31/21  126:23M
12/10/20  PVH Corp./DE                      10-Q       11/01/20   92:15M
 9/10/20  PVH Corp./DE                      S-4                    6:9.4M                                   Toppan Merrill/FA
 9/10/20  PVH Corp./DE                      10-Q        8/02/20   93:18M
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