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Kontoor Brands, Inc. – ‘10-K’ for 1/1/22 – ‘EX-10.41’

On:  Wednesday, 3/2/22, at 5:16pm ET   ·   For:  1/1/22   ·   Accession #:  1760965-22-8   ·   File #:  1-38854

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

 3/02/22  Kontoor Brands, Inc.              10-K        1/01/22  145:23M

Annual Report   —   Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.74M 
 2: EX-10.40    Material Contract                                   HTML     72K 
 3: EX-10.41    Material Contract                                   HTML     57K 
 4: EX-10.42    Material Contract                                   HTML     52K 
 5: EX-21       Subsidiaries List                                   HTML     47K 
 6: EX-23.1     Consent of Expert or Counsel                        HTML     37K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     39K 
10: EX-32.2     Certification -- §906 - SOA'02                      HTML     39K 
16: R1          Cover                                               HTML    102K 
17: R2          Audit Information                                   HTML     43K 
18: R3          Consolidated Balance Sheets                         HTML    148K 
19: R4          Consolidated Balance Sheets (Parenthetical)         HTML     50K 
20: R5          Consolidated and Combined Statements of Operations  HTML    108K 
21: R6          Consolidated and Combined Statements of             HTML     66K 
                Comprehensive Income                                             
22: R7          Consolidated and Combined Statements of Cash Flows  HTML    154K 
23: R8          Consolidated and Combined Statements of Equity      HTML     94K 
24: R9          Consolidated and Combined Statements of Equity      HTML     39K 
                (Parenthetical)                                                  
25: R10         Basis of Presentation and Summary of Significant    HTML     95K 
                Accounting Policies                                              
26: R11         Revenues                                            HTML    138K 
27: R12         Business Segment Information                        HTML    126K 
28: R13         Accounts Receivable                                 HTML     63K 
29: R14         Inventories                                         HTML     47K 
30: R15         Property, Plant and Equipment                       HTML     51K 
31: R16         Intangible Assets                                   HTML     63K 
32: R17         Goodwill                                            HTML     53K 
33: R18         Other Assets                                        HTML     49K 
34: R19         Short-Term Borrowings and Long-Term Debt            HTML     77K 
35: R20         Accrued Liabilities and Other Liabilities           HTML     71K 
36: R21         Retirement and Savings Benefit Plans                HTML     86K 
37: R22         Fair Value Measurements                             HTML     91K 
38: R23         Derivative Financial Instruments and Hedging        HTML    118K 
                Activities                                                       
39: R24         Capital and Accumulated Other Comprehensive Loss    HTML    125K 
40: R25         Stock-Based Compensation                            HTML    106K 
41: R26         Income Taxes                                        HTML    165K 
42: R27         Earnings Per Share                                  HTML     57K 
43: R28         Leases                                              HTML     87K 
44: R29         Commitments                                         HTML     42K 
45: R30         Restructuring                                       HTML     80K 
46: R31         Transactions With Former Parent                     HTML     55K 
47: R32         Subsequent Event                                    HTML     40K 
48: R33         Schedule II - Valuation and Qualifying Accounts     HTML     68K 
49: R34         Basis of Presentation and Summary of Significant    HTML    143K 
                Accounting Policies (Policies)                                   
50: R35         Revenues (Tables)                                   HTML    128K 
51: R36         Business Segment Information (Tables)               HTML    116K 
52: R37         Accounts Receivable (Tables)                        HTML     62K 
53: R38         Inventories (Tables)                                HTML     48K 
54: R39         Property, Plant and Equipment (Tables)              HTML     50K 
55: R40         Intangible Assets (Tables)                          HTML     88K 
56: R41         Goodwill (Tables)                                   HTML     53K 
57: R42         Other Assets (Tables)                               HTML     49K 
58: R43         Short-Term Borrowings and Long-Term Debt (Tables)   HTML     67K 
59: R44         Accrued Liabilities and Other Liabilities (Tables)  HTML     70K 
60: R45         Retirement and Savings Benefit Plans (Tables)       HTML     73K 
61: R46         Fair Value Measurements (Tables)                    HTML     78K 
62: R47         Derivative Financial Instruments and Hedging        HTML    124K 
                Activities (Tables)                                              
63: R48         Capital and Accumulated Other Comprehensive Loss    HTML    121K 
                (Tables)                                                         
64: R49         Stock-Based Compensation (Tables)                   HTML     98K 
65: R50         Income Taxes (Tables)                               HTML    170K 
66: R51         Earnings Per Share (Tables)                         HTML     55K 
67: R52         Leases (Tables)                                     HTML     89K 
68: R53         Restructuring (Tables)                              HTML     79K 
69: R54         Transactions With Former Parent (Tables)            HTML     48K 
70: R55         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT    HTML    114K 
                ACCOUNTING POLICIES - Additional Information                     
                (Details)                                                        
71: R56         BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT    HTML     43K 
                ACCOUNTING POLICIES - Performance Obligations                    
                (Details)                                                        
72: R57         REVENUES - Contract Assets and Liabilities          HTML     45K 
                (Details)                                                        
73: R58         REVENUES - Narrative (Details)                      HTML     39K 
74: R59         REVENUES - Disaggregation of Revenue (Details)      HTML     85K 
75: R60         BUSINESS SEGMENT INFORMATION - Narrative (Details)  HTML     49K 
76: R61         BUSINESS SEGMENT INFORMATION - Financial            HTML     77K 
                Information for Reportable Segments (Details)                    
77: R62         BUSINESS SEGMENT INFORMATION - Reconciliation       HTML     75K 
                Assets (Details)                                                 
78: R63         BUSINESS SEGMENT INFORMATION - Supplemental         HTML     52K 
                Information (with Revenues by Geographic Area                    
                Based on Location of Customer) (Details)                         
79: R64         ACCOUNTS RECEIVABLE - Components of Accounts        HTML     50K 
                Receivable (Details)                                             
80: R65         ACCOUNTS RECEIVABLE - Roll-Forward of the           HTML     48K 
                Allowance for Doubtful Accounts (Details)                        
81: R66         ACCOUNTS RECEIVABLE - Narrative (Details)           HTML     45K 
82: R67         Inventories (Details)                               HTML     47K 
83: R68         PROPERTY, PLANT AND EQUIPMENT - Components of       HTML     53K 
                Property, Plant, and Equipment (Details)                         
84: R69         PROPERTY, PLANT AND EQUIPMENT - Narrative           HTML     40K 
                (Details)                                                        
85: R70         INTANGIBLE ASSETS - Schedule of Intangible Assets   HTML     53K 
                (Details)                                                        
86: R71         INTANGIBLE ASSETS - Narrative (Details)             HTML     55K 
87: R72         GOODWILL - Changes in Goodwill (Details)            HTML     48K 
88: R73         GOODWILL - Narrative (Details)                      HTML     40K 
89: R74         Other Assets (Details)                              HTML     53K 
90: R75         SHORT-TERM BORROWINGS AND LONG-TERM DEBT -          HTML     47K 
                Short-term Borrowings (Details)                                  
91: R76         SHORT-TERM BORROWINGS AND LONG-TERM DEBT -          HTML     59K 
                Components of Long-term Debt (Details)                           
92: R77         SHORT-TERM BORROWINGS AND LONG-TERM DEBT - Credit   HTML     99K 
                Facilities (Details)                                             
93: R78         SHORT-TERM BORROWINGS AND LONG-TERM DEBT - Senior   HTML     79K 
                Notes (Details)                                                  
94: R79         SHORT-TERM BORROWINGS AND LONG-TERM DEBT -          HTML     68K 
                Schedule of Payments of Long-Term Debt (Details)                 
95: R80         ACCRUED LIABILITIES AND OTHER LIABILITIES -         HTML     73K 
                Components of Accrued Liabilities (Details)                      
96: R81         ACCRUED LIABILITIES AND OTHER LIABILITIES -         HTML     55K 
                Components of Other Liabilities (Details)                        
97: R82         RETIREMENT AND SAVINGS BENEFIT PLANS - Components   HTML     46K 
                of Pension Cost (Details)                                        
98: R83         RETIREMENT AND SAVINGS BENEFIT PLANS - Narrative    HTML     71K 
                (Details)                                                        
99: R84         RETIREMENT AND SAVINGS BENEFIT PLANS -              HTML     74K 
                Reconciliation of Changes in Fair Value of Defined               
                Benefit Plan Assets and Projected Benefit                        
                Obligations (Details)                                            
100: R85         FAIR VALUE MEASUREMENTS - Classes of Financial      HTML     77K  
                Assets and Financial Liabilities Measured and                    
                Recorded at Fair Value on Recurring Basis                        
                (Details)                                                        
101: R86         FAIR VALUE MEASUREMENTS - Narrative (Details)       HTML     60K  
102: R87         DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING        HTML     51K  
                ACTIVITIES - Narrative (Details)                                 
103: R88         DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING        HTML     62K  
                ACTIVITIES - Outstanding Derivatives on Individual               
                Contract Basis (Details)                                         
104: R89         DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING        HTML     58K  
                ACTIVITIES - Fair Value of Derivative Assets and                 
                Liabilities in Balance Sheet (Details)                           
105: R90         DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING        HTML     53K  
                ACTIVITIES - Derivatives Classified as Current or                
                Noncurrent Based on Maturity Dates (Details)                     
106: R91         DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING        HTML     46K  
                ACTIVITIES - Cash Flow Hedging Relationships                     
                (Details)                                                        
107: R92         DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING        HTML     50K  
                ACTIVITIES - Location of Gain (Loss) (Details)                   
108: R93         DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING        HTML     47K  
                ACTIVITIES - Derivatives Included in Consolidated                
                Statements of Income (Details)                                   
109: R94         CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSS -  HTML     48K  
                Narrative (Details)                                              
110: R95         CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSS -  HTML     52K  
                Deferred Components of AOCL in Equity, Net of                    
                Related Taxes (Details)                                          
111: R96         CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSS -  HTML     78K  
                Changes in AOCL and Related Tax Impact (Details)                 
112: R97         CAPITAL AND ACCUMULATED OTHER COMPREHENSIVE LOSS -  HTML     90K  
                Reclassification Out of AOCL (Details)                           
113: R98         STOCK-BASED COMPENSATION - Narrative (Details)      HTML    136K  
114: R99         STOCK-BASED COMPENSATION - Total Stock-Based        HTML     42K  
                Compensation Cost and Associated Income Tax                      
                Benefits Recognized (Details)                                    
115: R100        STOCK-BASED COMPENSATION - PRSU and RSU Activity    HTML     79K  
                (Details)                                                        
116: R101        STOCK-BASED COMPENSATION - RSA Activity (Details)   HTML     60K  
117: R102        STOCK-BASED COMPENSATION - Stock Option Activity    HTML     72K  
                (Details)                                                        
118: R103        INCOME TAXES - Income Before Income Taxes for       HTML     48K  
                Which the Provision for Income Taxes was Computed                
                (Details)                                                        
119: R104        INCOME TAXES - Provision for Income Taxes           HTML     62K  
                (Details)                                                        
120: R105        INCOME TAXES - Differences Between Income Taxes     HTML     64K  
                Computed by Applying Statutory Federal Income Tax                
                Rate and Income Tax Expense reported In                          
                Consolidated Financial Statements (Details)                      
121: R106        INCOME TAXES - Narrative (Details)                  HTML     74K  
122: R107        INCOME TAXES - Deferred Income Tax Assets and       HTML     80K  
                Liabilities (Details)                                            
123: R108        INCOME TAXES - Reconciliation of Change in Accrual  HTML     65K  
                for Unrecognized Income Tax Benefits (Details)                   
124: R109        INCOME TAXES - Amounts Included in Consolidated     HTML     44K  
                Balance Sheet (Details)                                          
125: R110        EARNINGS PER SHARE - Narrative (Details)            HTML     50K  
126: R111        EARNINGS PER SHARE - Schedule of Earnings Per       HTML     71K  
                Share Basic and Diluted (Details)                                
127: R112        LEASES - Schedule of Supplemental Balance Sheet     HTML     55K  
                Information (Details)                                            
128: R113        LEASES - Schedule of Lease Costs (Details)          HTML     51K  
129: R114        LEASES - Schedule of Maturities of Operating        HTML     61K  
                Leases (Details)                                                 
130: R115        LEASES - Narrative (Details)                        HTML     39K  
131: R116        COMMITMENTS - Narrative (Details)                   HTML     64K  
132: R117        RESTRUCTURING - Narrative (Details)                 HTML     51K  
133: R118        RESTRUCTURING - Components of Restructuring         HTML     48K  
                Charges (Details)                                                
134: R119        RESTRUCTURING - Restructuring by Business Segment   HTML     48K  
                (Details)                                                        
135: R120        RESTRUCTURING - Schedule of Activity in             HTML     53K  
                Restructuring Accrual (Details)                                  
136: R121        TRANSACTIONS WITH FORMER PARENT - Narrative         HTML     48K  
                (Details)                                                        
137: R122        TRANSACTIONS WITH FORMER PARENT - Components of     HTML     57K  
                Transfers To and From VF (Details)                               
138: R123        Subsequent Event (Details)                          HTML     42K  
139: R124        Schedule II - Valuation and Qualifying Accounts     HTML     55K  
                (Details)                                                        
140: R9999       Uncategorized Items - ktb-20220101.htm              HTML     56K  
143: XML         IDEA XML File -- Filing Summary                      XML    270K  
141: XML         XBRL Instance -- ktb-20220101_htm                    XML   4.18M  
142: EXCEL       IDEA Workbook of Financial Reports                  XLSX    183K  
12: EX-101.CAL  XBRL Calculations -- ktb-20220101_cal                XML    339K 
13: EX-101.DEF  XBRL Definitions -- ktb-20220101_def                 XML    960K 
14: EX-101.LAB  XBRL Labels -- ktb-20220101_lab                      XML   2.60M 
15: EX-101.PRE  XBRL Presentations -- ktb-20220101_pre               XML   1.66M 
11: EX-101.SCH  XBRL Schema -- ktb-20220101                          XSD    269K 
144: JSON        XBRL Instance as JSON Data -- MetaLinks              652±   977K  
145: ZIP         XBRL Zipped Folder -- 0001760965-22-000008-xbrl      Zip    772K  


‘EX-10.41’   —   Material Contract


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



 C: 
  kontoor2021ex1041formofa  
Exhibit 10.41 WBD (US) 53567681v5 KONTOOR BRANDS, INC. AWARD CERTIFICATE Restricted Stock Units (Standard Form) Number of RSUs Awarded: __________ To: _______________ (the “Participant”) I am pleased to advise you that you have been awarded the number of Restricted Stock Units (“RSUs”) set forth above under Kontoor Brands, Inc.’s 2019 Stock Compensation Plan (as it may be amended, the “2019 Plan”), subject to the terms and conditions set forth in the 2019 Plan and the attached Appendix. KONTOOR BRANDS, INC. By: Tammy Heller Chief Human Resources Officer Grant Date: _________________


 
WBD (US) 53567681v5 KONTOOR BRANDS, INC. APPENDIX TO AWARD CERTIFICATE Terms and Conditions Relating to Restricted Stock Units (Standard Form) 1. Grant of RSUs. (a) Grant of RSUs Under 2019 Plan. Participant has been granted the Restricted Stock Units (“RSUs”) specified in the Award Certificate under the Kontoor Brands, Inc. (the “Company”) 2019 Plan, copies of which have been provided to Participant. All of the terms, conditions, and other provisions of the 2019 Plan are hereby incorporated by reference into this document. Capitalized terms used in this document but not defined herein shall have the same meanings as in the 2019 Plan. If there is any conflict between the provisions of this document and the mandatory provisions of the 2019 Plan, the provisions of the 2019 Plan shall govern. By accepting the grant of the RSUs, Participant agrees to be bound by all of the terms and provisions of the 2019 Plan (as presently in effect or later amended), the rules and regulations under the 2019 Plan adopted from time to time, and the decisions and determinations of the Committee made from time to time. (b) Certain Restrictions. Until RSUs have become vested in accordance with Section 2(e), RSUs shall be subject to a risk of forfeiture as provided in the 2019 Plan and this document. Until such time as each RSU has become settled by delivery of a share in accordance with Section 3, such RSU will be nontransferable, as provided in the 2019 Plan and Section 2(d). Participant is subject to the Company’s Code of Business Conduct and related policies on insider trading restricting Participant’s ability to sell shares of the Company’s Common Stock received in settlement of RSUs, which may include “blackout” periods during which Participant may not engage in such sales. 2. General Terms of RSUs. (a) Nature of RSUs. Each RSU represents a conditional right of Participant to receive, and a conditional obligation of the Company to deliver, one share of the Company’s Common Stock at the times specified hereunder and subject to the terms and conditions of the 2019 Plan and this document. Each RSU constitutes an award under Article VIII of the 2019 Plan (including Section 8.6 thereof), representing a bookkeeping unit which is an arbitrary accounting measure created and used solely for purposes of the 2019 Plan and this Agreement. RSUs do not represent ownership rights in the Company, shares of Common Stock, or any asset of the Company. (b) Account. An account will be maintained for Participant for purposes of this Award, to which the total number of RSUs granted and any RSUs resulting under Section 2(c) shall be credited. (c) Dividend Equivalents and Adjustments. Dividend equivalents (as defined below) shall be paid or credited on RSUs as follows; provided, however, that (x) such dividend equivalents shall be subject to the same risk of forfeiture, other restrictions and deferral of settlement, if applicable, as apply to the RSUs and (y) the Committee may vary the manner and terms of crediting dividend equivalents, for administrative convenience or any other reason, provided that the Committee determines that any alternative manner and terms result in equitable treatment of Participant: (i) Regular Cash Dividends. Each Stock Unit will carry with it the right to crediting of an amount equal to dividends and distributions paid on a share of Common Stock (“dividend equivalents”), which amounts will be deemed reinvested in additional Stock Units, at the Fair Market Value of Common Stock at the dividend payment date.


 
2 WBD (US) 53567681v5 (ii) 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 the number of RSUs credited to Participant’s Account as of the payment date for such dividend or distribution or forward split shall be automatically adjusted by multiplying the number of RSUs credited to the Account as of the record date for such dividend or distribution or split 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. (iii) Adjustments. If the Company declares and pays a dividend or distribution on Common Stock that is not a regular cash dividend and not in the form of additional shares of Common Stock, or if there occurs any other event referred to in Article XI of the 2019 Plan, the Committee shall adjust the number of RSUs credited to Participant’s Account in a manner that will prevent dilution or enlargement of Participant’s rights with respect to RSUs, in an equitable manner determined by the Committee. In addition, the Committee may vary the manner and terms of crediting dividend equivalents during or following the end of the vesting period(s), for administrative convenience or any other reason, provided that the Committee determines that any alternative manner and terms result in equitable treatment of Participant. (iv) Risk of Forfeiture and Settlement of Dividend Equivalents and RSUs Resulting from Dividend Equivalents and Adjustments. Rights to dividend equivalents and RSUs which directly or indirectly result from dividend equivalents on or adjustments to an RSU shall be subject to the same risk of forfeiture as applies to the granted RSU and will be settled at the same time as the granted RSU. (d) Non-Transferability. Unless otherwise determined by the Committee, neither 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 RSU, Account or Account balance, or other right hereunder, nor shall any such RSU, Account or Account balance, or other right be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of Participant or any beneficiary, or to the debts, contracts, liabilities, engagements, or torts of Participant or any beneficiary or transfer by operation of law in the event of bankruptcy or insolvency of Participant or any beneficiary, or any legal process. (e) Vesting and Forfeiture. The “Stated Vesting Date” of the RSUs will be as follows: [__] of the RSUs will have a Stated Vesting Date on [the first anniversary of the Grant Date], [__] of the RSUs will have a Stated Vesting Date on [the second anniversary of the Grant Date] and [__] of the RSUs will have a Stated Vesting Date on [the third anniversary of the Grant Date] [Modify vesting as appropriate], except as otherwise provided herein, if the Participant continues to be an employee of the Company or any of its subsidiaries or affiliates through the applicable Stated Vesting Date. Except to the extent set forth herein, upon a Participant’s Termination of Employment prior to the vesting of RSUs at an applicable Stated Vesting Date, all unvested RSUs shall be canceled and forfeited and Participant shall have no further rights hereunder. (i) If Termination of Employment is an involuntary separation by the Company not for Cause, a Pro Rata Portion (as defined below) of the RSUs shall vest at the next Stated Vesting Date, with any unvested RSUs in excess of such Pro Rata Portion canceled and forfeited. (ii) If Termination of Employment is due to Participant’s Retirement, the RSUs shall vest at the Stated Vesting Date(s) in full, without proration. If Termination of Employment is due to Participant’s Early Retirement (as defined below), a Pro Rata Portion (as defined below) of the RSUs shall vest at the next Stated Vesting Date, with any unvested RSUs in excess of such Pro Rata Portion canceled and forfeited. For the purposes herein, (A) “Retirement” shall mean Participant’s Termination of Employment when the aggregate of the Participant’s age plus years of service equals at least 65; and (B) “Early Retirement” shall mean Participant’s Termination of Employment when the aggregate of the Participant’s age plus years of service is at least 62; provided that, unless the Committee determines otherwise, in the case of both Retirement and Early Retirement, (X) in no event shall a Termination of Employment be deemed a Retirement or Early Retirement unless Participant at the date of his or her Termination of Employment is at least age 55 and has at least two years of service; and


 
3 WBD (US) 53567681v5 (Y) a Termination of Employment shall not be deemed a Retirement or Early Retirement unless the Participant provides at least six (6) months’ written notice of his or her intent to retire to the Company prior to his or her date of Termination of Employment in form acceptable to the Committee. (iii) If Termination of Employment is due to Participant’s death or Disability (as defined below), the RSUs shall immediately vest in full, without proration. In addition, and notwithstanding anything in this Certificate to the contrary, the RSUs shall be forfeited and shall terminate immediately on the Participant’s date of Termination of Employment for any reason (the date of Termination of Employment will be determined without giving effect to any period during which severance payments may be made to a Participant) prior to the first anniversary of the Grant Date. (f) Clawback. The RSUs are subject to the Company’s Forfeiture Policy for Equity and Incentive Awards or other forfeiture or recoupment policies or arrangements, each as in effect from time to time and as applicable to Participant. Such policies or arrangements impose conditions that may result in forfeiture of the RSUs or the proceeds to Participant resulting from the RSUs (a so-called “clawback”) in certain circumstances if the Company’s financial statements are required to be restated as a result of misconduct or upon the occurrence of other events as described in such policies or arrangements. (g) Certain Definitions. The following definitions apply for purposes of this Agreement (as such terms may be interpreted by the Committee): (i) “Cause” means (i), if the Participant has an Employment Agreement defining “Cause,” the definition under such Employment Agreement, or (ii), if the Participant has no Employment Agreement defining “Cause,” the Participant’s gross misconduct, meaning (A) the Participant’s 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), 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. (ii) “Disability” means (A), if Participant has an Employment Agreement defining “Disability,” the definition under such Employment Agreement, or (B), if Participant has no Employment Agreement defining “Disability,” Participant’s incapacity due to physical or mental illness resulting in Participant’s absence from his or her duties with the Company or any of its subsidiaries or affiliates on a full-time basis for 26 consecutive weeks, and, within 30 days after written notice of termination has been given by the Company, Participant has not returned to the full-time performance of his or her duties. (iii) “Pro Rata Portion” means a fraction the numerator of which is the number of days that have elapsed from the Grant Date to the date of Participant’s Termination of Employment (or in the case of an involuntary separation by the Company not for Cause, the payment of the final installment of severance pay, if any) and the denominator of which is the number of days from the Grant Date to the applicable Stated Vesting Date; provided, however, that the Pro Rata Portion may not exceed 100%. (iv) “Termination of Employment” means Participant’s termination of employment with the Company or any of its subsidiaries or affiliates in circumstances in which, immediately thereafter, Participant is not employed by the Company or any of its subsidiaries or affiliates. Service as a non-employee director shall not be treated as employment for purposes of this Agreement.


 
4 WBD (US) 53567681v5 3. Settlement of RSUs. (a) Settlement Date. Vested RSUs will be settled by delivery of one share of Common Stock for each RSU, together with dividend equivalent amounts payable under Section 2(c). Such settlement will occur within 15 business days after the date on which the RSUs become vested (including vesting at a Stated Vesting Date following termination, as provided in Section 2(e)). Delivery of shares in settlement of RSUs will take place as promptly as practicable after the settlement date (but not later than 15 business days after the designated settlement date). In the event of Participant’s termination due to death or Disability, the certificates representing shares of vested RSUs shall be delivered on or before the 60th day following the Termination of Employment due to death or Disability (subject to Section 3(b), which may require a six-month delay in the event of Termination of Employment due to Disability). (b) Certain Limitations to Ensure Compliance with Code Section 409A. For purposes of this Agreement, references to a term or event (including any authority or right of the Company or Participant) being “permitted” under Section 409A of the Internal Revenue Code (the “Code”) mean that the term or event will not cause Participant to be liable for payment of interest or a tax penalty under Section 409A. The provisions of the 2019 Plan and other provisions of this Agreement notwithstanding, the terms of the RSUs, including any authority of the Company and rights of Participant, shall be limited to those terms permitted under Section 409A, and any terms not permitted under Section 409A shall be automatically modified and limited to the extent necessary to conform with Section 409A. For this purpose, the Company shall have no authority to accelerate distributions relating to RSUs in excess of the authority permitted under Section 409A, and, if the timing of any distribution in settlement of RSUs would result in Participant’s constructive receipt of income relating to the RSUs prior to such distribution, the date of distribution will be the earliest date after the specified date of distribution that distribution can be effected without resulting in such constructive receipt (thus, for example, if RSUs were deemed to be a deferral of compensation under Code Section 409A, any distribution in settlement of RSUs subject to Section 409A(a)(2)(A)(i) (separation from service) would be triggered only by a “separation from service” under Treasury Regulation Section 1.409A-1(h) and, if the Participant were a “specified employee” under Treasury Regulation Section 1.409A-1(i), such distribution would be delayed until six months after such separation from service other than due to death). (c) Delivery of Common Stock. Whenever Common Stock is to be delivered hereunder, the Company shall deliver to Participant or Participant’s Beneficiary one or more certificates representing the shares of Common Stock, registered in the name of Participant, the Beneficiary, or in such other form of registration as instructed by Participant, except that the Company may provide for alternative methods of delivery for administrative convenience. The obligation of the Company to deliver Common Stock hereunder is conditioned upon compliance by Participant and by the Company with all applicable federal and state securities and other laws and regulations. The Company may determine the manner in which fractional shares of Common Stock shall be dealt with upon settlement of RSUs; provided, however, that no certificate shall be issued representing a fractional share. If there occurs any delay between the settlement date and the date shares are issued or delivered to 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 Participant together with the delivery of the shares. 4. Tax Withholding. If withholding is required by applicable law, the Company shall withhold from the cash and shares deliverable in settlement of RSUs (including a deferred settlement) such cash amount together with the number of shares having an aggregate Fair Market Value equal to the mandatory withholding requirements (but rounded to the nearest whole share). Unless otherwise prohibited by the Committee (and subject to any additional conditions that may be imposed by the Committee), the Participant may elect to satisfy such tax withholding obligations, if any, by means of delivering or withholding shares of Common Stock in accordance with Section 12.4 of the Plan. 5. Miscellaneous. (a) Binding Effect; Written Amendments. The terms and conditions set forth in this document shall be binding upon the heirs, executors, administrators and successors of the parties. The Award Certificate and this document constitute the entire agreement between the parties with respect to the RSUs and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this document


 
5 WBD (US) 53567681v5 which may impose any additional obligation upon the Company or materially adversely affect the rights of Participant with respect to the RSUs shall be valid unless in each instance such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument duly executed in the name and on behalf of the Company and, if Participant’s rights are materially adversely affected thereby, by Participant. (b) No Promise of Employment. The RSUs and the granting thereof shall not constitute or be evidence of any agreement or understanding, express or implied, that Participant has a right to continue as an officer, employee, director or other service provider of the Company or its subsidiaries for any period of time, or at any particular rate of compensation. (c) Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws (but not the law of conflicts of laws) of the State of North Carolina and applicable federal law. (d) Unfunded Obligations. The grant of the RSUs and any provision for distribution in settlement of Participant’s Account hereunder shall be by means of bookkeeping entries on the books of the Company and shall not create in Participant any right to, or claim against any, specific assets of the Company, nor result in the creation of any trust or escrow account for Participant. With respect to Participant’s entitlement to any distribution hereunder, Participant shall be a general creditor of the Company. (e) Notices. Any notice to be given the Company under this Agreement shall be addressed to the Company at its principal executive offices, in care of the Vice President–Human Resources, and any notice to Participant shall be addressed to Participant at Participant’s address as then appearing in the records of the Company. (f) Shareholder Rights. Participant and any beneficiary shall not have any rights with respect to shares (including voting rights) covered by this Agreement prior to the settlement and distribution of the shares as specified herein. (g) Voluntary Participation. Participant’s participation in the Plan is voluntary. The value of the RSUs is an extraordinary item of compensation. As such, the RSUs are not part of normal or expected compensation for purposes of calculating any severance, change in control payments, resignation, redundancy, end of service payments, bonuses, long- service awards, pension or retirement benefits or similar payments.


 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/2/22None on these Dates
For Period end:1/1/22
 List all Filings 


2 Subsequent Filings that Reference this Filing

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

 2/28/24  Kontoor Brands, Inc.              10-K       12/30/23  141:20M
 3/01/23  Kontoor Brands, Inc.              10-K       12/31/22  137:86M


10 Previous Filings that this Filing References

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

11/19/21  Kontoor Brands, Inc.              8-K:1,2,7,911/18/21   14:112M
 3/03/21  Kontoor Brands, Inc.              10-K        1/02/21  140:17M
11/06/20  Kontoor Brands, Inc.              10-Q        9/26/20   89:9.7M
 5/08/20  Kontoor Brands, Inc.              10-Q        3/28/20   93:8.5M
 3/11/20  Kontoor Brands, Inc.              10-K       12/28/19  147:18M
 8/13/19  Kontoor Brands, Inc.              10-Q        6/29/19  108:10M
 6/20/19  Kontoor Brands, Inc.              10-Q        3/30/19   86:6.5M
 5/23/19  Kontoor Brands, Inc.              8-K:1,2,5,8 5/17/19   14:2.7M                                   Donnelley … Solutions/FA
 5/20/19  Kontoor Brands, Inc.              S-8         5/20/19    4:901K                                   Davis Polk & … LLP 01/FA
 4/01/19  Kontoor Brands, Inc.              10-12B                25:3.8M                                   Donnelley … Solutions/FA
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