SEC Info - Kontoor Brands, Inc. - ‘10-Q’ for 6/29/19

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Kontoor Brands, Inc. – ‘10-Q’ for 6/29/19 – ‘EX-10.29’

On: Tuesday, 8/13/19, at 4:53pm ET · For: 6/29/19 · Accession #: 1760965-19-14 · File #: 1-38854

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

 8/13/19  Kontoor Brands, Inc.              10-Q        6/29/19  108:10M

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   1.33M 
 2: EX-10.13    Material Contract                                   HTML    149K 
 3: EX-10.19    Material Contract                                   HTML     51K 
 4: EX-10.20    Material Contract                                   HTML     55K 
 5: EX-10.21    Material Contract                                   HTML     66K 
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 7: EX-10.26    Material Contract                                   HTML     73K 
 8: EX-10.27    Material Contract                                   HTML     66K 
 9: EX-10.28    Material Contract                                   HTML     55K 
10: EX-10.29    Material Contract                                   HTML     57K 
11: EX-31.1     Certification -- §302 - SOA'02                      HTML     34K 
12: EX-31.2     Certification -- §302 - SOA'02                      HTML     34K 
13: EX-32.1     Certification -- §906 - SOA'02                      HTML     30K 
14: EX-32.2     Certification -- §906 - SOA'02                      HTML     30K 
21: R1          Document and Entity Information                     HTML     82K 
22: R2          Combined Balance Sheets (Unaudited)                 HTML    134K 
23: R3          Combined Balance Sheets (Unaudited)                 HTML     31K 
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24: R4          Combined Statements of Income (Unaudited)           HTML     86K 
25: R5          Consolidated and Combined Statements of Income      HTML     38K 
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                (Unaudited) (Parenthetical)                                      
26: R6          Combined Statements of Comprehensive Income         HTML     61K 
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27: R7          Combined Statements of Cash Flows (Unaudited)       HTML    111K 
28: R8          Combined Statements of Equity (Unaudited)           HTML     80K 
29: R9          Basis of Presentation                               HTML     50K 
30: R10         Recently Adopted and Issued Accounting Standards    HTML     41K 
31: R11         Leases                                              HTML     87K 
32: R12         Revenues                                            HTML    206K 
33: R13         Sale of Accounts Receivable                         HTML     36K 
34: R14         Inventories                                         HTML     44K 
35: R15         Short-Term Borrowings and Debt                      HTML     64K 
36: R16         Pension Plans                                       HTML     62K 
37: R17         Accumulated Other Comprehensive Loss                HTML    185K 
38: R18         Stock-Based Compensation                            HTML     32K 
39: R19         Income Taxes                                        HTML     40K 
40: R20         Reportable Segment Information                      HTML    107K 
41: R21         Fair Value Measurements                             HTML     89K 
42: R22         Restructuring                                       HTML     79K 
43: R23         Transactions With Former Parent                     HTML     93K 
44: R24         Earnings Per Share                                  HTML     67K 
45: R25         Derivative Financial Instruments and Hedging        HTML    116K 
                Activities Derivative Financial Instruments and                  
                Hedging Activities                                               
46: R26         Subsequent Events                                   HTML     36K 
47: R27         Basis of Presentation (Policies)                    HTML     45K 
48: R28         Leases (Tables)                                     HTML     85K 
49: R29         Revenues (Tables)                                   HTML    190K 
50: R30         Inventories (Tables)                                HTML     45K 
51: R31         Short-Term Borrowings and Debt (Tables)             HTML     58K 
52: R32         Pension Plans (Tables)                              HTML     59K 
53: R33         Accumulated Other Comprehensive Loss (Tables)       HTML    186K 
54: R34         Reportable Segment Information (Tables)             HTML    100K 
55: R35         Fair Value Measurements (Tables)                    HTML     81K 
56: R36         Restructuring (Tables)                              HTML     80K 
57: R37         Transactions With Former Parent (Tables)            HTML     73K 
58: R38         Earnings Per Share (Tables)                         HTML     65K 
59: R39         Derivative Financial Instruments and Hedging        HTML    114K 
                Activities (Tables)                                              
60: R40         Basis of Presentation (Details)                     HTML     32K 
61: R41         Recently Adopted and Issued Accounting Standards -  HTML     32K 
                (Details)                                                        
62: R42         LEASES - Additional Information (Details)           HTML     44K 
63: R43         LEASES - Supplemental Balance Sheet Information     HTML     47K 
                (Details)                                                        
64: R44         LEASES - Lease Costs (Details)                      HTML     43K 
65: R45         LEASES - Maturities of Operating Leases (Details)   HTML     53K 
66: R46         LEASES - Future Minimum Rental Payments Under       HTML     48K 
                Previous Accounting Standard (Details)                           
67: R47         REVENUES - Remaining Performance Obligation         HTML     34K 
                (Details)                                                        
68: R48         REVENUES - Contract Assets and Liabilities          HTML     37K 
                (Details)                                                        
69: R49         REVENUES - Additional Information (Details)         HTML     31K 
70: R50         REVENUES - Disaggregation of Revenue (Details)      HTML     80K 
71: R51         Sale of Accounts Receivable (Details)               HTML     36K 
72: R52         Inventories (Details)                               HTML     40K 
73: R53         SHORT-TERM BORROWINGS AND DEBT - Additional         HTML     85K 
                Information (Details)                                            
74: R54         SHORT-TERM BORROWINGS AND DEBT - Short-term         HTML     36K 
                borrowings (Details)                                             
75: R55         SHORT-TERM BORROWINGS AND DEBT - Debt (Details)     HTML     42K 
76: R56         PENSION PLANS - Components of Pension Cost          HTML     43K 
                (Details)                                                        
77: R57         PENSION PLANS - Additional Information (Details)    HTML     34K 
78: R58         ACCUMULATED OTHER COMPREHENSIVE LOSS - Deferred     HTML     44K 
                Components of OCI Reported, Net of Related Income                
                Taxes, in Accumulated OCI in Stockholders' Equity                
                (Details)                                                        
79: R59         ACCUMULATED OTHER COMPREHENSIVE LOSS - Changes in   HTML     65K 
                Accumulated OCI, Net of Related Taxes (Details)                  
80: R60         ACCUMULATED OTHER COMPREHENSIVE LOSS -              HTML     64K 
                Reclassification Out of Accumulated OCI (Details)                
81: R61         STOCK-BASED COMPENSATION - Additional Information   HTML     33K 
                (Details)                                                        
82: R62         Income Taxes (Details)                              HTML     53K 
83: R63         Reportable Segment Information (Details)            HTML     67K 
84: R64         FAIR VALUE MEASUREMENTS - Measured on Recurring     HTML     60K 
                Basis (Details)                                                  
85: R65         FAIR VALUE MEASUREMENTS -Additional Information     HTML     36K 
                (Details)                                                        
86: R66         RESTRUCTURING - Additional Information (Details)    HTML     38K 
87: R67         RESTRUCTURING - Restructuring costs (Details)       HTML     45K 
88: R68         RESTRUCTURING - Restructuring costs by business     HTML     38K 
                segment (Details)                                                
89: R69         RESTRUCTURING - Activity in restructuring accrual   HTML     53K 
                (Details)                                                        
90: R70         TRANSACTIONS WITH FORMER PARENT - Additional        HTML     50K 
                Information (Details)                                            
91: R71         TRANSACTIONS WITH FORMER PARENT - Due from related  HTML     37K 
                parties, current (Details)                                       
92: R72         TRANSACTIONS WITH FORMER PARENT - Due from related  HTML     34K 
                parties, noncurrent (Details)                                    
93: R73         TRANSACTIONS WITH FORMER PARENT - Due to related    HTML     34K 
                parties, current (Details)                                       
94: R74         TRANSACTIONS WITH FORMER PARENT - Net Transfers To  HTML     50K 
                and From VF (Details)                                            
95: R75         EARNINGS PER SHARE - Additional Information         HTML     30K 
                (Details)                                                        
96: R76         EARNINGS PER SHARE - Earnings per share (Details)   HTML     55K 
97: R77         DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING        HTML     37K 
                ACTIVITIES - Additional information (Details)                    
98: R78         DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING        HTML     45K 
                ACTIVITIES - Outstanding derivatives on an                       
                individual contract basis (Details)                              
99: R79         DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING        HTML     52K 
                ACTIVITIES - Balance sheet (Details)                             
100: R80         DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING        HTML     45K  
                ACTIVITIES - Derivatives are classified as current               
                or noncurrent (Details)                                          
101: R81         DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING        HTML     30K  
                ACTIVITIES - Cash flows hedges (Details)                         
102: R82         DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING        HTML     38K  
                ACTIVITIES - Location of gain (Loss) (Details)                   
103: R83         DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING        HTML     33K  
                ACTIVITIES - Derivative contracts not designated                 
                as hedges (Details)                                              
104: R84         Subsequent Events (Details)                         HTML     37K  
106: XML         IDEA XML File -- Filing Summary                      XML    185K  
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105: EXCEL       IDEA Workbook of Financial Reports                  XLSX     96K  
16: EX-101.CAL  XBRL Calculations -- ktb-20190629_cal                XML    253K 
17: EX-101.DEF  XBRL Definitions -- ktb-20190629_def                 XML    480K 
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15: EX-101.SCH  XBRL Schema -- ktb-20190629                          XSD    163K 
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108: ZIP         XBRL Zipped Folder -- 0001760965-19-000014-xbrl      Zip    347K

‘EX-10.29’ — Material Contract

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

<! C: C:

Exhibit

Exhibit 10.29

KONTOOR BRANDS, INC.

AWARD CERTIFICATE

Performance-Based Restricted Stock Units (“PRSUs”) for

Three-Year Performance Cycle Fiscal Years [2019-2021] under the

Mid-Term Incentive Plan

(2019 Launch Form)

Target PRSUs Awarded: ______________

To: _____________________ (“Participant”)

I am pleased to advise you that you have been awarded the opportunity to earn from 0% to [200%] of the number of Performance-Based Restricted Stock Units set forth above under the Mid-Term Incentive Plan of Kontoor Brands, Inc. (the “Company”) for the Performance Cycle commencing at the beginning of fiscal [2019] and ending on the final day of fiscal [2021] under the terms and conditions set forth in the attached Appendix. The actual number of shares of the Company’s Stock, if any, that you may receive at the end of the Performance Cycle will depend, among other things as described in the Appendix, on the level of achievement over the Performance Cycle of specified performance goals set by the Talent and Compensation Committee of the Company’s Board of Directors.




	KONTOOR BRANDS, INC.

		By:
			[Name]
			[Title]


Dated:

2019 Launch Form

WBD (US) 47184407v3

KONTOOR BRANDS, INC.

APPENDIX TO

PRSUs AWARD CERTIFICATE

Terms and Conditions Relating to

Performance-Based Restricted Stock Units (“PRSUs”)

(2019 Launch Form)

1. Opportunity to Earn PRSUs.

Participant has been designated as having the opportunity to earn Performance-Based Restricted Stock Units (“PRSUs”) under the Kontoor Brands, Inc. (the “Company”) Mid-Term Incentive Plan, as it may be amended (the “Mid-Term Plan”), for the three-fiscal-year Performance Cycle specified in the Award Certificate (the “Performance Cycle”). Subject to the terms and conditions of the Mid-Term Plan and this Agreement, Participant will have the opportunity to earn from 0% to [200%] of the targeted number of PRSUs (the “Target PRSUs”) for the Performance Cycle. The number of Target PRSUs shall be the number set forth on the Award Certificate plus additional cash or PRSUs resulting from Dividend Equivalents and adjustments, as specified in Section 3(c).

2. Incorporation of Plans by Reference; Certain Restrictions.

(a) PRSUs that may be earned by the Participant represent Stock Units under the Company’s Mid-Term Plan and 2019 Stock Compensation Plan (as it may be amended, the “2019 Plan”), copies of which have been made available to Participant. All of the terms, conditions, and other provisions of the Mid-Term Plan and the 2019 Plan (together, the “Plans”) 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 Mid-Term Plan. If there is any conflict between the provisions of this document and the provisions of the Plans, the provisions of the 2019 Plan shall govern.

(b) Until PRSUs have become earned in accordance with Section 4, PRSUs shall be subject to a risk of forfeiture as provided in the Plans and this document. Until such time as the PRSUs have become settled by delivery of shares in accordance with Section 6, PRSUs will be nontransferable, as provided in the Plans and Section 3(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 PRSUs, which may include “blackout” periods during which Participant may not engage in such sales.

3. General Terms of PRSUs.

(a) Each PRSU represents a conditional right of the 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 Plans and this document.

(b) Not later than the Determination Date specified in Section 6(c) of the Mid-Term Plan following the end of a given Performance Cycle, the Committee will make a final determination of the extent to which the performance goals for that Performance Cycle were achieved and the number of PRSUs earned for that Performance Cycle.

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WBD (US) 47184407v3

(c) An account will be maintained for Participant for purposes of the Mid-Term Plan, to which the initial number of Target PRSUs for each Performance Cycle initially shall be credited. Dividend Equivalents will be credited on the PRSUs in accordance with Section 7(b) of the Mid-Term Plan. The Committee may vary the manner and terms of crediting Dividend Equivalents during or following the end of the Performance Cycle, for administrative convenience or any other reason, provided that the Committee determines that any alternative manner and terms result in equitable treatment of Participant and subject to the provisions of Section 7(b) of the Mid-Term Plan. The number of Target PRSUs and the terms of PRSUs will be subject to adjustment upon the occurrence of certain extraordinary corporate events specified in Section 7(b) of the Mid-Term Plan and otherwise in accordance with Section 6(b) of the Mid-Term Plan, such adjustments to be made by the Committee in order to prevent dilution or enlargement of Participant’s opportunity to earn incentive compensation under this Agreement. Thus, the percentage of Target PRSUs earned under Section 4 will include the additional cash or PRSUs resulting from the crediting of Dividend Equivalents.

(d) PRSUs are non-transferable to the extent specified in Section 9(h) of the Mid-Term Plan.

4. Earning of PRSUs.

(a) PRSUs for the Performance Cycle will be earned in accordance with Sections 6(a) and 6(c) of the Mid-Term Plan as follows:

The Performance Goal set forth herein must be achieved at the levels specified by the Committee in order for PRSUs to be earned for the Performance Cycle. Performance shall be based on the Company’s ability to achieve the [annual] growth targets for [Insert performance goals], as defined and interpreted by the Committee, by the end of the Performance Cycle (and subject to the Committee’s discretion to impose a modifier such as total shareholder return or other performance condition). To determine the number of PRSUs earned, the growth targets achieved will be averaged together. For this purpose, the designation of target performance, the achievement of which is required for the earning of the Target PRSUs, and threshold and maximum performance and the corresponding number of PRSUs deemed earned (with the maximum level of performance corresponding to the earning of [200%] of the target number of PRSUs), have been (or will be) specified by the Committee for the fiscal years in the Performance Cycle.

Performance and the percentage of Target PRSUs earned will be interpolated, if the performance achieved is between threshold and target or between target and maximum. The Committee retains complete discretion in setting the financial goals and related terms that are incorporated into this Performance Goal.

(b) At the Determination Date, at which time the Committee will have determined whether and the extent to which the Performance Goals designated by the Committee in accordance with this Section 4 have been achieved and made other determinations authorized hereunder, any PRSUs that are determined to have not been earned shall cease to be earnable and shall be cancelled.

5. Effect of Termination of Employment.

(a) Upon Participant’s Termination of Employment prior to the end of a given Performance Cycle, the Participant’s unearned PRSUs relating to that Performance Cycle shall cease to be earnable and shall be cancelled, except (i) to the extent provided in Section 8 of the Mid-Term Plan with respect to termination due to death, disability, termination by the Company not for Cause, and certain other circumstances, including certain terminations following a Change in Control (but excluding Retirement)), or (ii) to the extent provided in Section 5(b) below with respect to termination due to Retirement.

(b) If Termination of Employment is due to Retirement, the Participant shall be entitled to receive settlement of a Pro Rata Portion of the total number of PRSUs that would have been actually earned for the

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2019 Launch Form

WBD (US) 47184407v3

Performance Cycle in accordance with Section 6(c) of the Mid-Term Plan, assuming continued employment throughout the Performance Cycle. For this purpose, the proration date (used to calculate the Pro Rata Portion) shall be the earlier of (A) the last day of the payroll period with respect to which a severance payment in the nature of salary continuation will be made and (B) the last day of the Performance Cycle. If no severance payments are to be made, the applicable proration date shall be the date of Termination of Employment. The foregoing notwithstanding, PRSUs that have not been held for the minimum vesting period under Section 6.2 of the 2019 Plan (i.e., from the Designation of Participation to the date of Termination of Employment by reason of Retirement) will not be earnable and will be canceled as of the date of Termination of Employment. The settlement of PRSUs shall occur promptly (and in any event not later than the Settlement Deadline) following completion of the applicable Performance Cycle. Any deferral election filed by the Participant shall be effective and apply to the time of settlement of the PRSUs.

6. Settlement of PRSUs.

(a) PRSUs that are earned will be settled by delivery of one share of Common Stock for each PRSU. Such settlement will occur in accordance with Section 9 of the Mid-Term Plan. Participant may not elect to defer receipt of Common Stock issuable in settlement of PRSUs.

(b) Whenever Common Stock is to be delivered hereunder, the Company shall deliver to the Participant or the Participant’s Beneficiary one or more certificates representing the shares of Common Stock, registered in the name of the Participant, the Beneficiary, or in such other form of registration as instructed by the Participant, except that the Committee 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 the Participant and by the Company with all applicable Federal and state securities and other laws and regulations.

7. Tax Withholding.

Participant shall be responsible for payment of any federal, state, foreign or local taxes of any amount required to be paid with respect to the grant or settlement of the PRSUs and any Dividend Equivalents or otherwise in connection with the PRSUs. In furtherance of the tax withholding obligations imposed under Section 9(g) of the Mid-Term Plan, the Company will withhold from cash payable as Dividend Equivalents and from the shares deliverable in settlement of PRSUs cash plus the number of shares having an aggregate Fair Market Value the sum of which shall equal applicable governmental tax withholding requirements, but with share withholding rounded to the nearest whole share.

8. Binding Effect; Integration; Amendment.

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, this document, and the Plans constitute the entire agreement between the parties with respect to the PRSUs and supersede any prior agreements or documents with respect thereto. No amendment, alteration, suspension, discontinuation or termination of this document that may impose any additional obligation upon the Company or materially adversely affect the rights of the Participant with respect to the PRSUs 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.


9.	PRSUs subject to Forfeiture Policy for Equity and Incentive Awards.

The PRSUs subject to this Award Certificate 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

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WBD (US) 47184407v3

of such PRSUs or the proceeds to Participant resulting from such PRSUs (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.


10.	Miscellaneous.

(a) No Promise of Continued Employment. The PRSUs 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 employee or service provider of the Company for any period of time, or at any particular rate of compensation.

(b) 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.

(c) Unfunded Obligations. The grant of the PRSUs 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.

(d) 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.

(e) 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.

Page 5

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WBD (US) 47184407v3

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	8/13/19	4, S-8
For Period end:	6/29/19
		List all Filings

4 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
 3/02/22  Kontoor Brands, Inc.              10-K        1/01/22  145:23M
 3/03/21  Kontoor Brands, Inc.              10-K        1/02/21  140:17M

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Filing Submission 0001760965-19-000014 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Kontoor Brands, Inc. – ‘10-Q’ for 6/29/19 – ‘EX-10.29’

On: Tuesday, 8/13/19, at 4:53pm ET · For: 6/29/19 · Accession #: 1760965-19-14 · File #: 1-38854

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

‘EX-10.29’ — Material Contract

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

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

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