<PAGE> 1
As filed with the Securities and Exchange Commission on July 23, 1998
REGISTRATION NO. 33-33621
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
V.F. CORPORATION
(Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA 23-1180120
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
628 GREEN VALLEY ROAD
GREENSBORO, NORTH CAROLINA 27408
(Address of Registrant's Principal Executive Offices)
VF CORPORATION TAX-ADVANTAGED
SAVINGS PLAN FOR SALARIED EMPLOYEES
(Full Title of the Plan)
CANDACE S. CUMMINGS, ESQ.
VICE PRESIDENT - ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
V.F. CORPORATION
P.O. BOX 21488
GREENSBORO, NORTH CAROLINA 27420
(Name and address of agent for service)
(336) 547-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF FEE TABLE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SHARES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock 2,175,000 (1) (2) (2) (2)
(no par value; stated capital
$1.00 per share)
</TABLE>
<PAGE> 2
(1) Consists of additional shares of Common Stock (75,000 under Registration
Statement No. 2-99945 and 2,100,000 under Registration Statement No.
33-33621) which were issued or issuable as a result of two 2-for-1 stock
splits of the Common Stock (one effective April 23, 1986 and the other
effective November 4, 1997), and which are deemed to be covered by
previously filed registration statements pursuant to Rule 416 under the
Securities Act of 1933 (the "Act").
(2) As the shares reflected in this table are deemed to be covered by
previously filed registration statements pursuant to Rule 416 under the
Securities Act of 1933, no additional registration fee is payable.
This Registration Statement constitutes Post-Effective Amendment No. 1 to
Registration Statement on Form S-8, No. 33-33621 and Post-Effective Amendment
No. 2 to Registration Statement on Form S-8, No. 2-99945, filed by V.F.
Corporation with the Securities and Exchange Commission (the "Commission") on
March 16, 1990 and August 28, 1985, respectively (collectively, the "Previously
Filed Registration Statements"). This Registration Statement is being filed in
order to reflect the registration of additional shares in accordance with Rule
416 under the Act, to delete Part I from the Previously Filed Registration
Statements, and to amend Part II of the Previously Filed Registration
Statements.
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by V.F. Corporation
("registrant" or the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:
(a) the Company's Annual Report on Form 10-K for the year ended January
3, 1998;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
April 4, 1998; and
(c) the description of the Common Stock, no par value per share (the
"Common Stock"), of the Company contained in the Company's Registration
Statement on Form 8-A dated April 27, 1965 filed pursuant to section 12(g)
of the Securities Exchange Act of 1934, as amended (the "1934 Act") and the
Company's Registration Statements on Form 8-A dated May 8, 1987 and January
23, 1998 filed pursuant to section 12(b) of the 1934 Act, which contain
descriptions of the Common Stock of the Company and certain rights relating
to the Common Stock, and any amendment or reports filed for the purpose of
updating such descriptions.
All documents filed by the Company or the Company's Tax-Advantaged
Savings Plan for Salaried Employees (the "Plan") pursuant to sections 13(a),
13(c), 14 and 15(d) of the 1934 Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
pursuant to this Registration Statement have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Common Stock, which is the class of securities offered pursuant to
this Registration Statement, is registered under the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock being offered hereby has been passed
upon for the Company by Pepper Hamilton LLP, Philadelphia, Pennsylvania. M. Rust
Sharp, of counsel to Pepper Hamilton LLP, is a director of the Company. Mr.
Sharp owns beneficially 22,923,288 shares of Common Stock as a co-trustee under
certain Deeds of Trust dated August 21, 1951 and
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<PAGE> 4
under the Will of John E. Barbey, deceased. Mr. Sharp has no pecuniary interest
in the shares owned by the trusts. Additionally, Mr. Sharp owns 2,000 shares of
Common Stock and options to purchase 17,400 shares of Common Stock. Mr. Sharp
also owns 472 shares held in a trust in connection with the V.F. Deferred
Savings Plan for Non-Employee Directors, as to which Mr. Sharp has voting power
but not dispositive power.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1741 of the Pennsylvania Business Corporation Law, as amended
(the "BCL"), provides that a business corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. Section 1742 of the BCL provides that in
the case of actions by or in the right of the corporation, a corporation may
indemnify any such persons only against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
such action and only if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, provided that no such indemnification is permitted in respect to
any claim, issue or matter as to which such person is adjudged liable for
negligence or misconduct in the performance of his duty to the corporation,
except to the extent that a court determines that indemnification is proper
under the circumstances. The BCL further provides under Section 1743 that to the
extent that such person has been successful on the merits or otherwise in
defending any action (even one on behalf of the corporation), he is entitled to
indemnification for expenses (including attorneys' fees) actually and reasonably
incurred in connection with such action. The By-Laws of the Company provide for
indemnification of the officers or directors of the Company to the fullest
extent permissible under the BCL.
The indemnification provided for under the BCL is not exclusive of any
other rights of indemnification. Under Section 1746 of the BCL a corporation may
maintain insurance on behalf of any of the persons referred to above against
liability asserted against any of them and incurred in or arising out of any
capacity referred to above, whether or not the corporation would have the power
to indemnify against such liabilities under the BCL. Section 518 of the
Pennsylvania Associations Code ("Section 518") provides that a Pennsylvania
corporation shall have the power, by action of the shareholders, directors or
otherwise, to indemnify a person as to action in his official capacity and as to
action in another capacity while holding that office for
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<PAGE> 5
any action taken or any failure to take any action, whether or not the
corporation would have the power to indemnify the person under any other
provision of law (including Section 1741 and 1742 of the BCL), except as
provided in Section 518, and whether or not the indemnified liability arises or
arose from any threatened, pending or completed action by or in the right of the
corporation. Indemnification is not authorized pursuant to Section 518 in any
case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness. In addition to the power to advance expenses under the BCL,
Section 518 provides that expenses incurred by an officer, director, employee or
agent in defending a civil or criminal action, suit or proceeding may be paid by
the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation. Section 518 permits a business corporation
to create a fund, under the control of a trustee or otherwise, to secure or
insure in any manner its indemnification obligations whether arising under or
pursuant to Section 518 or otherwise. The Company's By-Laws provide that any
person made a party to any lawsuit by reason of being a director or officer of
the Company may be indemnified by the Company, to the fullest extent permitted
by Pennsylvania law, against the reasonable expenses, including attorneys' fees,
incurred by the director or officer in connection with the defense of such
lawsuit. The By-Laws further provide that a director of the Company shall not be
personally liable for monetary damages arising from any action taken or any
failure to act by the director unless (a) the director has breached or failed to
perform the duties of a director under Section 512 of the Pennsylvania
Associations Code or as such law may be amended from time to time and (b) the
breach of duty constituted self-dealing, willful misconduct or recklessness. The
limitation on a director's personal liability for monetary damages does not
apply to a director's criminal liability or liability for taxes.
The Company maintains directors' and officers' liability insurance for
expenses for which indemnification is permitted by Pennsylvania Business
Corporation Law and Section 518. These insurance policies insure the Company
against amounts which it may become obligated to pay as indemnification to
directors and officers and insures its directors and officers against losses
(except fines, penalties and other matters uninsurable under law) arising from
any claim made against them on account of any alleged "wrongful act" in their
official capacity. A wrongful act is defined as "any breach of any duty,
neglect, error, misstatement, misleading statement, omission or other act done
or wrongfully attempted by the directors and officers or . . . so alleged by any
claimant on any matter claimed against them solely by reason of their being such
directors or officers," subject to certain exclusions. Directors and officers
are also insured against losses (except fines, penalties and other matters
uninsurable under law) arising out of the insured's breach of fiduciary duty,
subject to certain exclusions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No restricted securities are being reoffered or resold pursuant to this
Registration Statement.
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<PAGE> 6
ITEM 8. EXHIBITS.
Exhibit No. Description
4.1 VF Corporation Tax-Advantaged Savings Plan
for Salaried Employees, as amended through
December 18, 1997.
*4.2 Statement with respect to Shares of Series B
ESOP Convertible Preferred Stock of V.F.
Corporation dated January 22, 1990 (Exhibit
4.2 to Form 8-K dated January 22, 1990).
**5.1 Opinion of Counsel re Legality (Exhibit 5.1
to Registration Statement No. 33-33621).
**5.2 Opinion of Counsel re ERISA (Exhibit 5.2 to
Registration Statement No. 33-33621).
5.3 Internal Revenue Service determination
letter dated January 16, 1996 confirming
that the Plan is qualified under Section 401
of the Internal Revenue Code.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney.
**99.1 Trust Agreement between V.F. Corporation and
United Missouri Bank of Kansas City, N.A. as
amended (Exhibit 4.2 to Registration
Statement No. 2-99945).
**99.2 Trust Agreement (ESOP Component) between
V.F. Corporation and United Missouri Bank of
Kansas City, N.A., as amended March 9, 1990
(Exhibit 28.2.1 to Registration Statement
33- 33621).
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<PAGE> 7
**99.3 Highlights of VF Corporation Tax-Advantaged
Savings Plan for Salaried Employees (Exhibit
28.3 to Registration Statement 33-33621).
- ----------------------------
* Incorporated herein by reference
** Previously filed
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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<PAGE> 8
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and each filing of the annual report of the Plan pursuant
to Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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<PAGE> 9
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Greensboro, North Carolina on the 21st day of July, 1998.
V.F. CORPORATION
By:/s/ Mackey J. McDonald
-------------------------
Mackey J. McDonald
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Mackey J. McDonald President and July 21, 1998
----------------------------- Chief Executive Officer
Mackey J. McDonald
/s/ Robert K. Shearer Vice President - Finance, July 21, 1998
----------------------------- Chief Financial Officer and
Robert K. Shearer Chief Accounting Officer
</TABLE>
DIRECTORS
Robert D. Buzzell* George Fellows* Lawrence R. Pugh*
Edward E. Crutchfield* Robert J. Hurst* M. Rust Sharp*
Ursula F. Fairbairn* Mackey J. McDonald* L. Dudley Walker*
Barbara S. Feigin* William E. Pike*
* By:/s/ Candace S. Cummings
---------------------------------
Candace S. Cummings, Attorney-In-
Fact
Date: July 21, 1998
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<PAGE> 10
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Greensboro, North Carolina, on the
21st day of July, 1998.
VF CORPORATION TAX-
ADVANTAGED SAVINGS PLAN FOR
SALARIED EMPLOYEES
By: V.F. CORPORATION, Plan
Administrator
By:/s/ Mackey J. McDonald
Mackey J. McDonald
President and
Chief Executive Officer
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<PAGE> 11
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 VF Corporation Tax-Advantaged Savings Plan
For Salaried Employees (as amended through
December 18, 1997).
5.3 Internal Revenue Service determination
letter dated January 16, 1996 confirming
that the Plan is qualified under Section 401
of the Internal Revenue Code.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney.
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<PAGE> 1
EXHIBIT 4.1
VF CORPORATION
TAX-ADVANTAGED SAVINGS PLAN
FOR SALARIED EMPLOYEES
COMPOSITE PLAN DOCUMENT AS AMENDED THROUGH DECEMBER 18, 1997
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<PAGE> 2
TABLE OF CONTENTS
SECTION PAGE
I DEFINITIONS..................................................2
II ELIGIBILITY..................................................6
III SERVICE......................................................8
IV CONTRIBUTIONS...............................................12
V ADJUSTMENTS TO PLAN CONTRIBUTIONS...........................23
VI INVESTMENT DIRECTIONS.......................................41
VII VALUATION OF PARTICIPANTS' ACCOUNTS.........................43
VIII PLAN BENEFITS...............................................44
IX PAYMENT OF BENEFITS.........................................46
X WITHDRAWALS.................................................51
XI LOANS.......................................................53
XII SECURITIES..................................................56
XIII DUTIES OF THE TRUSTEE.......................................58
XIV ADMINISTRATION..............................................59
XV MODIFICATION AND TERMINATION................................64
XVI MERGER OF PLANS.............................................68
XVII PARTICIPATING EMPLOYERS.....................................69
XVIII CHANGE IN EMPLOYMENT CLASSIFICATION.........................70
XIX GENERAL PROVISIONS..........................................70
XX DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS..........71
XXI SECURITIES EXCHANGE ACT OF 1934 LIMITATIONS.................73
APPENDIX A (BASSETT-WALKER, INC.)............................................A-1
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<PAGE> 3
FORMAL TEXT
OF THE
TAX-ADVANTAGED SAVINGS PLAN
FOR SALARIED EMPLOYEES
The Tax-Advantaged Savings Plan for Salaried Employees became
effective January 1, 1985.
The Plan as amended effective as of January 15, 1990 consists
of two portions. The first portion is a profit sharing plan under Section 401(a)
of the Internal Revenue Code of 1986, as amended, which includes a qualified
cash or deferred arrangement as defined in Section 401(k) of the Internal
Revenue Code. The second portion (the assets of which are invested in Company
Stock) is both a stock bonus plan and an employee stock ownership plan intended
to qualify under Section 401(a) and 4975(e)(7) of the Internal Revenue Code, and
as such is designed to invest primarily in such Company Stock. Except as
otherwise provided, the above-described amendments were effective January 15,
1990.
The Plan is hereby amended and restated effective as of
January 1, 1994, except as otherwise provided.
The rights of any Participant whose employment terminated
prior to the effective date of any amendment or restatement of this Plan shall
be determined by the provisions of the Plan as in effect at the time of his or
her termination of employment, unless specifically otherwise provided herein.
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<PAGE> 4
PURPOSE
The purpose of this Plan is to encourage and assist employees
in adopting a regular savings program and to help provide additional security
for their retirement.
SECTION I
DEFINITIONS
Unless otherwise required by the context, the following
definitions shall control:
1. "Company" means VF Corporation, a Pennsylvania corporation.
2. "Plan" means this VF Corporation Tax-Advantaged Savings
Plan for Salaried Employees, effective January 1, 1985, and as
it may be amended from time to time. Effective January 15,
1990, the Plan means this VF Corporation Tax-Advantaged
Savings Plan for Salaried Employees, which combines a profit
sharing plan under Section 401(a) of the Code and a stock
bonus and employee stock ownership plan under Section 401(a)
and 4975(e)(7) of the Code and which is intended to qualify
under such Sections and to constitute a single plan under
Treasury Regulation section 1.414(1)-1(b)(1).
3. "Participating Employer" means and includes the Company and
each Subsidiary and Affiliated Company participating in this
Plan as hereinafter provided in Section XVII.
4. "Subsidiary" means a company in which more than 50% of the
voting stock is owned or controlled by the Company.
5. "Affiliated Company" means a company in which 50% or less
of the voting stock is owned or controlled by the Company.
6. "Participant" means an eligible employee as provided in
Section II who is participating in this Plan in accordance
with its provisions.
7. "Participant's Basic Account" means all cash and other
assets held by the Trustee under this Plan for the benefit of
a Participant attributable to Basic Contributions made with
respect to the Participant.
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<PAGE> 5
8. "Participant's Account" or "Account" means the total amount
of all cash and other assets in a Participant's Basic Account,
Pre-ESOP Matching Contributions Account, ESOP Matching
Contributions Account and his or her ESOP Account, held by the
Trustee under this Plan for the benefit of a Participant.
9. "Basic Contributions" means a contribution made by a
Participating Employer directly to the Trustee pursuant to a
Participant's election under the provisions of Section IV,
Subsection (1). Such contributions are not includible in the
Participant's gross income for Federal income tax purposes at
the time contributed by the Participating Employer to the
Trustee, pursuant to the provisions of Section 401(k) of the
Code.
10. "Matching Contributions" means contributions made by a
Participating Employer under Section IV, Subsections (4) and
(7).
11. "Trustee" means any bank or trust company appointed by the
Company and designated as Trustee of the Plan at any time, as
hereinafter provided for in Section XIII.
12. "Voting Right" means the right of a Participant to direct
the Trustee how the shares of Company Stock credited to the
Participant's Account shall be voted as more fully described
in Section XII, Subsection (1).
13. "Plan Year" means any twelve-month period commencing
January 1 and ending the following December 31.
14. "Earnings" means salary or wages, including shift
differential, overtime, bonuses, and commissions, all as
determined by the Participating Employer. For purposes of this
Plan, Earnings shall exclude any reimbursement for expenses
paid to a Participant by a Participating Employer;
contributions to any nonqualified deferred compensation
arrangement that may be considered to be a long-term incentive
compensation arrangement; and any Participating Employer
contributions to provide welfare benefits or imputed income
amounts which result under Code Section 79. For purposes of
this Plan, Earnings shall not be deemed reduced by the amount
of a Participant's Basic Contributions or by the amount of a
Participant's pre-tax elective contributions under a
"cafeteria plan" (as defined under Code Section 125 and
applicable regulations) maintained by a Participating
Employer. Similarly, the Basic Contributions of a
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<PAGE> 6
Participant shall not be deemed to reduce the amount of the
Participant's compensation for purposes of computing benefits
or contributions under any other qualified defined benefit
plan of a Participating Employer. Effective January 1, 1994,
the total amount of Earnings taken into account in any Plan
Year shall not exceed $150,000 (adjusted for increases in the
cost of living prescribed by the Secretary of the Treasury in
accordance with Section 401(a)(17)(B) of the Code). In
determining the Earnings of a Participant for purposes of this
limitation, the rules of Section 414(q)(6) of the Code shall
apply, except in applying such rules, the term "family" shall
include only the Spouse of the Participant and any lineal
descendants of the Participant who have not attained age 19
before the close of the year. If, as a result of the
application of such rules the adjusted annual Earnings
limitation is exceeded, then the limitation shall be prorated
among the affected individuals in proportion to each such
individual's Earnings as determined under this Subsection (14)
prior to the application of this limitation.
15. "Vested" means that a Participant shall be entitled to the
portion of the value of his or her Account which includes
Pre-ESOP Matching Contributions, ESOP Matching Contributions
and ESOP Contributions in accordance with the schedule set
forth in Section IV, Subsection (11), subject to the
withdrawal provisions of the Plan.
16. "Acquisition Loan" means a loan or other extension of
credit described in Code Section 4975(d)(3) which is used to
finance the purchase of Company Stock by the Trustee.
17. "Leveraged Shares" means shares of Company Stock acquired
by the Trustee with the proceeds of an Acquisition Loan,
pursuant to Section IV, Subsection (8). Except as required by
Code Section 409(h) and by Treasury Regulation Sections
54.4975-7(b)(9) and (10), or as otherwise required by
applicable law, no Leveraged Shares may be subject to a put,
call or other option, or buy-sell or similar arrangement while
held by, and when distributed from, the Plan, whether or not
the Plan is an employee stock ownership plan, within the
meaning of Code Section 4975(e)(7) at that time.
18. "ESOP Account" means all Leveraged Shares and other assets
held by the Trustee under this Plan and allocated
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<PAGE> 7
for the benefit of a Participant attributable to the ESOP
Contributions.
19. "Code" means the Internal Revenue Code of 1986, as
amended.
20. "Company Stock" means common stock or convertible
preferred stock of the Company which shall constitute employer
securities within the meaning of Code Section 409(1).
21. "ESOP Matching Contributions" means a Matching
Contribution made pursuant to Section IV, Subsection (7).
22. "Pre-ESOP Matching Contributions" means a Matching
Contribution made pursuant to Section IV, Subsection (4).
23. "ESOP Contributions" means contributions by a
Participating Employer under Section IV, Subsection (9).
24. "Company Suspense Account" means the account under which
Leveraged Shares are held until released and allocated
pursuant to Subsection (9) of Section IV.
25. "ESOP Allocation Period" means the three-month period
ending each March 31, June 30, September 30 and December 31
for which an allocation of Leveraged Shares released from the
Company Suspense Account under Subsection (9) of Section IV,
is made to Participant's ESOP Accounts.
26. "ESOP Matching Contributions Account" means all Company
Stock and other assets held by the Trustee under this Plan and
allocated for the benefit of a Participant attributable to the
ESOP Matching Contributions made with respect to the
Participant.
27. "Pre-ESOP Matching Contributions Account" means all cash
and other assets held by the Trustee under this Plan for the
benefit of a Participant attributable to the Pre-ESOP Matching
Contributions made with respect to the Participant.
28. "Normal Retirement Age" means the attainment of age 65.
29. "Beneficiary" means the individual named pursuant to
Section VIII, Subsection (5) to receive benefit payments
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<PAGE> 8
under the Plan in the event of the death of the
Participant.
30. "Spouse" means the person to whom the Participant is
legally married.
31. "Committee" means the VF Corporation Pension Plan
Committee.
32. "Change in Control of the Company" means the occurrence of
any one or more of the events described in Section XV,
Subsection (8), subject to the conditions therein.
SECTION II
ELIGIBILITY
1. The Board of Directors of any Participating Employer may,
from time to time, designate as eligible employees one or more of the following
classifications of its employees:
(a) an employee who is classified as an exempt employee under
the Fair Labor Standards Act;
(b) an employee who is classified as a non-exempt employee and
who is compensated on a salaried basis; and
(c) an employee who is compensated on a sales commission
basis.
Notwithstanding the foregoing or anything to the contrary in
the Plan, any person who is classified by a Participating Employer as an
independent contractor, or otherwise as other than an employee, shall not be
deemed within a classification of eligible employees for purposes of this Plan,
whether or not such person is a common law employee of the Participating
Employer.
Employees whose services are received by a Participating
Employer pursuant to a leasing agreement between the Participating Employer and
a third party shall not be deemed within a classification of eligible employees.
Notwithstanding the foregoing, leased employees (within the meaning of Code
Section 414(n)) are not eligible to participate in the Plan, but the term
"employee" shall include leased employees within the meaning of Code Section
414(n) (other than leased employees covered by a plan described in Code Section
414(n)(5)).
Effective as of January 1, 1992, employees who are
compensated at Salary Grade 20 or above are not eligible to
-6-
<PAGE> 9
participate in the Plan; provided, however, that employees who have been
eligible to participate in the Plan and who are then promoted to Salary Grade 20
or above during a Plan Year shall remain eligible to participate in the Plan
through the last day of such Plan Year.
2. Participation in this Plan is available to any employee of
a Participating Employer who is within the classification of employees
designated as eligible to participate in this Plan pursuant to (1) above, meets
the requirements of (3) below, and is either:
(a) assigned to service in the United States and not
represented by a labor organization, or
(b) assigned to service in the United States and
represented by a labor organization which has
bargained for and agreed to the provisions of this
Plan, as it may be amended from time to time, or
(c) carried on a United States payroll but assigned
to regular service outside the United States,
provided he or she would otherwise meet the
requirements of (a) or (b) above.
3. An employee of any Participating Employer who meets the
requirements of Subsection (2) may become a Participant in this Plan on the
first day of the first payroll period following completion of one Year of
Service, or the first day of any subsequent payroll period, provided such
employee otherwise meets the eligibility requirements of the Plan.
4. Participation in this Plan by employees is voluntary.
5. Subject to the break-in-service rules in Section III,
Subsection (3), if a former Participant resumes employment with a Participating
Employer, he or she may recommence participation on his or her date of
reemployment.
SECTION III
SERVICE
1. Hour of Service.
An Hour of Service is:
(a) each hour for which an employee or Participant is
paid or entitled to payment for the performance of
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<PAGE> 10
duties for the Company or a Subsidiary or
Affiliated Company; and
(b) each hour for which an employee or Participant is
paid or entitled to payment by the Company or a
Subsidiary or Affiliated Company on account of a
period of time during which no duties are performed
irrespective of whether the employment relationship
has terminated due to vacation, holiday, illness,
incapacity (including disability), layoff, jury
duty, military duty, or leave of absence. Hours
under this Subsection (1)(b) shall be calculated
and credited pursuant to Section 2530.200b-2 of the
Department of Labor Regulations which are
incorporated herein by this reference. The
provisions of this Subsection (1)(b) shall also
apply to an employee or Participant who is absent
from work, commencing on or after January 1, 1985,
due to pregnancy, the birth of a child, the
placement of a child in connection with the
adoption of such child by the employee or
Participant, or the caring for the child during the
period immediately following the birth or placement
for adoption, except that such Hours of Service
shall be credited in the year in which such absence
begins if the crediting of such Hours of Service is
necessary to prevent a Break in Service in that
year, otherwise, to the following year; and
(c) each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed
to by the employer. The same Hours of Service
shall not be credited both under Subsection (1)(a)
or Subsection (1)(b), as the case may be, and under
this Subsection (1)(c). These hours shall be
credited to the employee or Participant for each
twelve-month period ending on his or her
anniversary of employment to which the award,
agreement or payment pertains rather than the
period in which the award, agreement or payment is
made.
2. Vesting Service
An employee or Participant will be credited with Vesting
Service for Service occurring on and after January 1, 1985. However, Service not
required to be taken into account because of a Break in Service shall be
disregarded.
-8-
<PAGE> 11
Additionally, an employee's or Participant's service after
January 1, 1985 with a Subsidiary or Affiliated Company shall be included as
Vesting Service provided that such employee or Participant is transferred within
the group consisting of the Company or Subsidiary or Affiliated Companies and
that such service is considered continuous and would have been credited as
Vesting Service to an employee or Participant of the Company.
Under no circumstances shall an employee be credited with more
than one year of Vesting Service for any twelve-month period ending on his or
her anniversary of employment. Any service recognized or disregarded for
purposes of Vesting Service shall also be recognized or disregarded for purposes
of "Payment of Benefits" under Section IX of this Plan.
3. Break in Service.
An employee shall incur a one-year Break in Service if, during
a twelve-month period ending on his or her anniversary of employment, he or she
does not complete more than 500 Hours of Service for purposes of Vesting
Service, pursuant to Subsection (2) of this Section III.
The following shall apply to an employee or Participant who
incurs a Break in Service:
(a) In the case of an employee or Participant who is
Vested at the time of a one-year Break in Service, or
(b) In the case of an employee or Participant who is not
Vested at the time of a one-year Break in Service, but meets
the conditions of (i), where applicable, and (ii) below:
(i) If the number of consecutive one-year Breaks in
Service as of the date the employee or Participant
resumes employment is less than the aggregate number
of years of Vesting Service completed prior to such
Break in Service and not previously excluded because
of a prior Break in Service, and
(ii) If the number of consecutive one-year Breaks in
Service upon resumption of employment is less than
the greater of (1) five years, or (2) the aggregate
number of years of Vesting Service completed prior to
such Break in Service and not previously excluded
because of a prior Break in Service,
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<PAGE> 12
then for purposes of (a) and (b) above, Vesting
Service and service for eligibility completed by the
employee or Participant prior to the Break in Service
shall be recognized upon his or her resumption of
employment.
(c) In the case of an employee or Participant who is not
Vested at the time of a one-year Break in Service,
and if (b) above does not apply because:
(i) the number of consecutive one-year Breaks in
Service as of the date the employee or
Participant resumes employment equals or
exceeds the aggregate number of years of
Vesting Service completed prior to such
Break in Service and not previously excluded
because of a prior Break in Service, or
(ii) where (c)(i) does not apply, the number of
consecutive one-year Breaks in Service upon
resumption of employment equals or exceeds
the greater of (1) five years, or (2) the
aggregate number of years of Vesting Service
completed prior to such Break in Service and
not previously excluded because of a prior
Break in Service,
his or her service completed prior to such Break in
Service shall not be taken into account for any
purpose under this Plan.
For the purpose of Subsection (2) above, and this Subsection
(3), an employee or Participant will be deemed to be in service as long as he or
she is carried on the records of the Company or a Subsidiary or Affiliated
Company as an employee.
4. Service.
Service means an employee's or Participant's period of
employment by the Company or any Subsidiary or Affiliated Company from his or
her Employment Commencement Date to his or her Severance Date, including, by way
of illustration but not by way of limitation, the following periods:
(a) Any leave of absence from employment which is
authorized by the Company or Subsidiary or Affiliated
Company in accordance with uniform rules applied on a
non-discriminatory basis; and
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<PAGE> 13
(b) Any period of military service in the Armed Forces of
the United States required to be credited by law;
provided, however, that the employee or Participant
returns to the employment of the Company or
Subsidiary or Affiliated Company within the period
his or her re-employment rights are protected by law.
Service shall be measured in years and whole months and an
employee or Participant shall receive one month of Service for each calendar
month within which he or she completes an Hour of Service.
Provided, however, that (x) if an employee or Participant
quits, retires or is discharged and then performs an Hour of Service within 12
months of such severance, Service shall include the period between the severance
and the date on which the Hour of Service is performed, and (y) if an employee
or Participant quits, retires or is discharged during an absence for any reason
other than a quit, retirement, discharge, death or a reason specified in (a) or
(b) above and then performs an Hour of Service within 12 months of his or her
first date of absence, Service shall include the period between the quit,
retirement or discharge and the date on which the Hour of Service is performed.
Except to the extent provided for in Subsection (3) above
regarding Breaks in Service, nonsuccessive periods of Service will be aggregated
on the basis that 12 months of Service (with 30 days equal to a month) equals a
whole year of Service.
5. Employment Commencement Date.
For purposes of this Section III, Employment Commencement Date
means the date an employee or Participant first performs an Hour of Service.
6. Severance Date.
Severance Date means the earlier of the date on which an
employee or Participant quits, retires, is discharged or dies, or the first
anniversary of his or her first date of absence for any reason other than those
specified in Subsection (4)(a) or (4)(b) above.
7. Year of Service.
Year of Service means 12 consecutive months of Service.
-11-
<PAGE> 14
SECTION IV
CONTRIBUTIONS
1. A Participant shall direct the Participating Employer to
make Basic Contributions to the Participant's Account in any whole percentage
from 2% to 10% of Earnings on a before-tax basis, as authorized by a salary
reduction agreement executed by the Participant and adopted by the Plan
Administrator. Such amount shall be deemed to be an employer contribution to the
Plan on behalf of the Participant. Notwithstanding the foregoing, any
Participant who is eligible to receive a bonus from the Participating Employer
shall be permitted to elect to have the Participating Employer contribute a
portion of any such bonus to the Plan on the Participant's behalf, provided the
amount contributed, together with the Basic Contribution amount set forth above,
does not exceed the highest percentage for Basic Contributions set forth above.
Any election with respect to a bonus shall be made at least 7 days prior to the
date said bonus is paid.
A Participant who is Totally Disabled pursuant to Section
VIII, Subsection (3) or otherwise on a leave of absence with the Participating
Employer's consent, to include layoffs, or in military service in conformity
with the Participating Employer's policies, may elect to have the Participating
Employer continue to make Basic Contributions under the Plan if Earnings are
being continued by the Participating Employer. Under the provisions of Section
V, the Plan Administrator may require a reduction in the amount of Basic
Contributions to be made by Participating Employers with respect to certain
Participants, as defined in Section V, pending the determination by the Plan
Administrator of the allowable amount of Basic Contributions pursuant to the
maximum deferral percentage permitted under the Code. Contributions by or on
behalf of a Participant will terminate coincident with the Participant's
Severance Date.
A Participant shall always have a nonforfeitable right to his
or her contributions made pursuant to Subsection (1), taking into account any
gains or losses attributable to such contributions resulting from such
Participant's investment directions.
2. The percentage of Earnings designated by the Participant as
Basic Contributions under Subsection (1) will continue in effect,
notwithstanding any change in Earnings, until the Participant elects to change
such percentage. A Participant, by filing a written election form with the Plan
Administrator at least 10 days prior to the first day of the month for which the
election is to become effective, may change the percentage of Basic
Contributions once each month, to become effective the first day of
-12-
<PAGE> 15
the month following the receipt of the election form by the Plan Administrator.
3. A Participant, by filing a written election with the Plan
Administrator, may elect to suspend Basic Contributions. Such suspension will
become effective as soon as administratively possible, but no later than the
first day of the calendar month following 30 days after receipt of the election
by the Plan Administrator. A suspension of all Basic Contributions will
automatically suspend all Matching Contributions. A Participant who suspends all
Basic Contributions will not be permitted to resume Basic Contributions for the
remainder of the calendar quarter in which contributions were suspended.
In order to resume making Basic Contributions, the Participant
must follow the procedures outlined in Subsection (1) above. A Participant will
not be permitted to make up suspended contributions. A Participant's Basic
Contributions will be suspended automatically for any pay period in which the
Participant is not in receipt of Earnings. A Participant's Basic Contributions
will be suspended automatically upon termination of his or her status as an
eligible employee or upon transfer of the Participant to the payroll of a
Subsidiary or Affiliated Company which has not adopted this Plan.
4. Effective through March 31, 1990, the Participating
Employer contributed, out of its accumulated earnings and profits, and paid to
the Trustee an additional amount equal to 50% of the first 2% and 25% of the
next 2% of Basic Contributions of each Participant employed by it, up to a
maximum of 1.5% of the Participant's Earnings (such contributions shall be
referred to herein as Pre-ESOP Matching Contributions).
5. The contributions referred to in Subsections (1), (4) and
(7) with respect to any payroll period will be made by the Participating
Employer to the Trustee with reasonable promptness after the total of the
Participant's Basic Contributions during such payroll period has been accurately
and finally determined.
6. Upon receipt of contributions (including contributions
described in Subsections (7), (8) and (9)), the contributions will be credited
to the respective Accounts of the Participants as soon as the amounts to be
credited to such individual Accounts can be determined, and the Trustee will
deal with the contributions so received in accordance with the provisions of
this Plan. No part thereof shall be used for, or diverted to, any other purpose,
nor shall any part thereof be recoverable by any Participating Employer.
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<PAGE> 16
7. Effective April 1, 1990, the Participating Employer shall
contribute, out of its accumulated earnings and profits, and pay to the Trustee
an additional amount equal to 50% of the first 6% of Basic Contributions of each
Participant employed by it, up to a maximum of 3% of the Participant's Earnings
(such contributions shall be referred to herein as ESOP Matching Contributions).
The Participating Employer's ESOP Matching Contributions on behalf of each
Participant shall be allocated to each such Participant's ESOP Matching
Contributions Account. ESOP Matching Contributions made pursuant to this
Subsection (7) shall be wholly invested in shares of Company Stock.
8. The Company may direct the Trustee to incur Acquisition
Loans from time to time to finance the acquisition of Leveraged Shares or to
repay a prior Acquisition Loan. Any Acquisition Loan shall be primarily for the
benefit of Plan Participants and their beneficiaries. The proceeds of any
Acquisition Loan shall be used within a reasonable time only to finance the
acquisition of Leveraged Shares or to repay a prior Acquisition Loan. Any
Acquisition Loan shall be an obligation of the employee stock ownership plan
portion of the Plan and shall be for a specific term, shall bear a reasonable
rate of interest, and shall not be payable on demand except in the event of
default. In the event of default under an Acquisition Loan, the value of Trust
assets transferred in satisfaction of any Acquisition Loan shall not exceed the
amount of default. Any Acquisition Loan may be secured by collateral pledge of
the Leveraged Shares so acquired. No other Trust assets may be pledged as
collateral for an Acquisition Loan, and no lender shall have recourse against
Trust assets other than any Leveraged Shares remaining subject to pledge. Any
pledge of Leveraged Shares must provide for the release of shares so pledged on
a pro rata basis as principal and interest on the Acquisition Loan is repaid by
the Trustee and such Leveraged Shares are allocated to Participants' Accounts as
provided under Subsection (9) of this Section IV. Except upon termination of the
Plan or the employee stock ownership plan portion of the Plan, as provided in
Section XV, Subsection (6), or upon a Change in Control of the Company, as
provided in Section XV, Subsection (7), repayments of principal and interest on
any Acquisition Loan shall be made by the Trustee (as directed by the Company)
only from ESOP Matching Contributions, from ESOP Contributions paid in cash to
enable the Trustee to repay such Loan, from earnings attributable to such
contributions, and from any cash dividends received by the Trustee on such
Leveraged Shares. In acquiring Leveraged Shares, the Trustee shall pay no more
than "adequate consideration" (as defined in Section 3(18) of the Employee
Retirement Income Security Act of 1974 ("ERISA")).
-14-
<PAGE> 17
9.(a) Effective April 1, 1990, for each ESOP
Allocation Period during which there are
Leveraged Shares in the Company Suspense
Account, the Participating Employers shall
make ESOP Contributions in an amount
sufficient to enable the Trustee, when
combined with ESOP Matching Contributions
and dividends on Leveraged Shares for such
ESOP Allocation Period, to pay any currently
maturing obligation under an Acquisition
Loan, without regard to the accumulated
earnings and profits of each Participating
Employer. Notwithstanding the foregoing, the
amount of ESOP Contributions required for
any ESOP Allocation Period during a Plan
Year shall be reduced by the amount, if any,
by which the sum of cash dividends on
Leveraged Shares and ESOP Matching
Contributions for all other ESOP Allocation
Periods during that Plan Year exceeds the
amount necessary to enable the Trustee to
pay any currently maturing obligations under
an Acquisition Loan. Each Participating
Employer shall contribute a portion of the
required ESOP Contribution based on the
proportion of the Basic Contributions (only
taking into account such contributions equal
to six percent (6%) of such Participant's
Earnings) made by Participants employed by
it during the ESOP Allocation Period
preceding a payment date under the
Acquisition Loan, to the total of all such
Basic Contributions made by all Participants
for such ESOP Allocation Period, also
limited as described above.
(b) Any Leveraged Shares shall initially be
credited to the Company Suspense Account and
shall be allocated to the Participants' ESOP
Matching Contributions Accounts and ESOP
Accounts for each ESOP Allocation Period
only as payments of principal and interest
on the Acquisition Loan used to purchase
such Leveraged Shares are made by the
Trustee. The number of Leveraged Shares to
be released from the Suspense Account as
soon as practicable following any
amortization of an Acquisition Loan shall
equal the number of Leveraged Shares in the
Company Suspense Account immediately before
release multiplied by a
-15-
<PAGE> 18
fraction. The numerator of the fraction
shall be the amount of ESOP Matching
Contributions, ESOP Contributions and any
dividends on Leveraged Shares which are
applied to the payment of principal and
interest on the Acquisition Loan during the
ESOP Allocation Period. The denominator of
the fraction shall be sum of the numerator
plus the principal and interest to be paid
for all future periods over the duration of
the Acquisition Loan repayment period.
(c) As soon as practicable following the release
of Leveraged Shares from the Company
Suspense Account as a result of a loan
amortization payment made in whole or in
part with dividends on Leveraged Shares, a
portion of the total number of shares so
released, calculated separately with respect
to each class of Leveraged Shares, shall be
released for allocation to the Participants'
ESOP Matching Contributions Accounts and
ESOP Accounts based on the amount of such
dividends used to make the loan amortization
payment. The portion so released shall be
separately calculated with respect to (i)
cash dividends on Leveraged Shares acquired
with the proceeds of an Acquisition Loan and
held in Participants' ESOP Matching
Contributions Accounts and ESOP Accounts
(the "Allocated Dividends") and (ii)
dividends on Leveraged Shares held in the
Company Suspense Account (the "Unallocated
Dividends"). The number of released shares
with respect to Allocated Dividends shall be
the total number of shares released on
account of the loan amortization payment
multiplied by a fraction. The numerator of
the fraction shall be the amount of the
Allocated Dividends used to make the loan
amortization payment. The denominator of the
fraction shall be the fair market value of
the total number of shares released as a
result of the loan amortization payment. The
number of released shares with respect to
Allocated Dividends shall be allocated among
the Participants in the same proportion that
each Participant's Allocated Dividends used
to make the loan amortization payment bears
to the total amount of such Allocated
Dividends.
-16-
<PAGE> 19
The number of released shares with respect
to Unallocated Dividends shall be the
balance of the shares released on account of
the loan amortization payment, multiplied by
a fraction. The numerator of the fraction
shall be the amount of Unallocated Dividends
used to make the loan amortization payment.
The denominator of the fraction shall be the
amount of the loan amortization payment
reduced by the amount of Allocated Dividends
used to make the loan amortization payment,
if any. The number of released shares with
respect to Unallocated Dividends shall be
allocated among the Participants pursuant to
Subsection (e) below.
(d) As soon as practicable following the release
of Leveraged Shares from the Company
Suspense Account as a result of a loan
amortization payment made in whole or in
part with ESOP Matching Contributions, a
portion of the total number of shares so
released, calculated separately with respect
to each class of Leveraged Shares, shall be
released for allocation to the Participants'
ESOP Matching Contributions Accounts based
on the amount of such ESOP Matching
Contributions used to make the loan
amortization payment. The number of released
shares with respect to ESOP Matching
Contributions shall be the total number of
shares released on account of the loan
amortization payment multiplied by a
fraction. The numerator of the fraction
shall be the amount of the ESOP Matching
Contributions used to make the loan
amortization payment. The denominator of the
fraction shall be the fair market value of
the total number of shares released as a
result of the loan amortization payment. The
number of released shares with respect to
ESOP Matching Contributions shall be
allocated among the Participants in the same
proportion that the ESOP Matching
Contributions with respect to each
Participant used to make the loan
amortization payment bears to the total
amount of such ESOP Matching Contributions.
(e) As soon as practicable following the ESOP
Allocation Period ending on December 31 in
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<PAGE> 20
each Plan Year, all Leveraged Shares that
have been released from the Company Suspense
Account as a result of loan amortization
payments made during such Plan Year that
have not and will not be allocated pursuant
to Subsections (c) and (d) shall, to the
extent permissible under the Code, be
allocated to the Participants' ESOP Matching
Contributions Accounts and ESOP Accounts
pursuant to this Subsection (e). The
Leveraged Shares allocated to a
Participant's ESOP Matching Contributions
Account and ESOP Account shall be an amount
equal to the total number of such released
Leveraged Shares multiplied by a fraction,
the numerator of which is the Participant's
Basic Contributions made during such Plan
Year, only taking into account such
contributions equal to six percent (6%) of
such Participant's Earnings for the
portion(s) of the Plan Year during which
such contributions were made, and the
denominator of which is the total of all
such Basic Contributions made by all
Participants for such Plan Year, also
limited as described above.
(f) Any remaining Leveraged Shares that have
been released from the Company Suspense
Account and that are not allocated pursuant
to Subsection (e) shall be allocated to the
ESOP Accounts of all eligible employees in
proportion to their respective Earnings for
the Plan Year.
10. The Company, in its sole discretion, may make ESOP
Matching Contributions in any Plan Year on behalf of any other Participating
Employer to the extent such other Participating Employer is prevented from
making a contribution which it would otherwise have made under the Plan for such
Plan Year by reason of having no accumulated earnings and profits or because
such profits are less than the Matching Contributions it would otherwise have
made. Any such Matching Contribution will be deemed for all purposes, other than
under the Code, to have been made by the Participating Employer employing the
Participants benefiting from the Matching Contribution.
11. (a) A Participant will become Vested in any
Matching and ESOP Contributions made to the
Participant's Account at the rate of one-
sixtieth (1/60th) per month of Vesting
Service
-18-
<PAGE> 21
in accordance with the following schedule by
way of illustration:
<TABLE>
<CAPTION>
Months of
Vesting Service Vesting Percentage
--------------- ------------------
<S> <C>
1 1.67%
2 3.33
3 5.00
6 10.00
9 15.00
12 20.00
24 40.00
36 60.00
48 80.00
60 100.00
</TABLE>
A Participant shall also be 100% Vested upon (i) attainment of
Normal Retirement Age, (ii) Total Disability or (iii) the death of the
Participant.
(b) A Participant shall forfeit, upon
termination of his or her employment for
reasons other than attainment of Normal
Retirement Age, Total Disability or death,
any Matching and ESOP Contribution in which
he or she is not Vested under (a) above. Any
forfeitures under this Subsection 11(b)
shall be used to pay the Plan's
administrative expenses or to reduce future
Matching Contributions of the Participating
Employer by which the Participant was
employed, as determined by the Committee.
(c) Any Participant who incurs a forfeiture
under Subsection 11(b) may repay the full
amount of any distribution that the
Participant received upon termination of
employment provided this repayment is before
the end of the fifth consecutive year in
which the Participant had a Break in Service
beginning on the Participant's Severance
Date or any anniversary thereof and ending
on the fifth anniversary of such date during
which the Participant does not complete an
Hour of Service.
Upon repayment of the total amount of the
distribution received by the Participant,
the
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<PAGE> 22
Participating Employer shall restore the
amount the Participant forfeited under
Subsection 11(b) at the time of the
distribution to the Participant.
(d) Notwithstanding any Plan provision to the
contrary, this Plan is established and
maintained on the express condition that it
will be considered, by the Internal Revenue
Service, as qualifying under provisions of
the Code. In the event that the Internal
Revenue Service refuses to act favorably
with respect to a timely request for a
determination that the Plan qualifies under
the Code, the Plan will be of no effect and
the value of all contributions made by
Participating Employers and Participants
will be returned to the Participating
Employers and Participants, respectively,
within one year from the date of the denial
of the determination. Furthermore, if, or to
the extent that, a Participating Employer's
deduction for contributions made to the Plan
is disallowed, the Participating Employer
will have the right to obtain from the
Trustee the return of any such contributions
for a period of one year from the date of
disallowance, and if a Participating
Employer's contribution to the Plan is made
as a result of a mistake in fact, the
Participating Employer will have the right
to obtain the return from the Trustee of
such contribution for a period of one year
from the date the contribution was made.
12. (a) The term "Rollover Contribution" means
the contribution of a "Rollover Amount", as
defined in (c) below, to the Trustee on or
before the sixtieth day immediately
following the day the contributing
Participant receives the Rollover Amount.
(b) Any Participant may, with the approval of
the Committee, make a "Rollover
Contribution" as defined in (c) below. The
Trustee shall credit the amount of any
Rollover Contribution to a separate
subaccount in the Participant's Account as
of the date the Rollover Contribution is
made. A Rollover Contribution shall be
treated as an after-tax contribution
-20-
<PAGE> 23
for purposes of investment and distribution
and shall be fully Vested on the date of
contribution. All Rollover Contributions
shall be in cash.
(c) The term "Rollover Amount" means:
(i) The entire cash amount in an
Individual Retirement Account or
Individual Retirement Annuity (as
defined in Section 408 of the Code)
maintained for the benefit of the
Participant making the Rollover
Contribution, which amount has been
distributed from such Individual
Retirement Account or Individual
Retirement Annuity; and
(ii) Part or all of the amount received
by such Participant from a trust
described in Section 401(a) of the
Code which is exempt from tax under
Section 501(a) of
the Code.
Such amount shall, however, only constitute a Rollover Amount
if the amount described in (c)(ii) above is solely attributable to an eligible
rollover distribution, as that term is defined in Section 402(c)(4) of the Code,
from a trust described in Section 401(a) of the Code, plus the earnings thereon.
The term Rollover Amount does not include any amount which is attributable to a
distribution from a trust or annuity plan if the Participant who received the
distribution was self-employed, within the meaning of Section 401(c)(1) of the
Code, at the time contributions to such trust or annuity plan were made on his
or her behalf.
SECTION V
ADJUSTMENTS TO PLAN CONTRIBUTIONS
1. Limitation of Deferrals
(a) This Plan is intended to satisfy the qualification
standards generally applicable to profit sharing and
stock bonus plans under Section 401(a) of the Code, as
well as the requirements for a qualified "cash or
deferred" plan under Section 401(k) of the Code. If any
provision contained in this Plan is not allowable under
the Code or the regulations under Section 401(k) of the
Code, a substitute provision which is as close as
possible to the unallowable provision, which is allowable
under the Code (and regulations) and which best maintains
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<PAGE> 24
the Plan as originally designed and structured, shall be
deemed to stand in the place of the unallowable provision. If
any provision required by the Code or by valid regulations is
not expressly contained in the Plan, it shall nevertheless be
deemed a part of the Plan, and, in the case of a choice among
such provisions, that provision shall be deemed chosen which
best effects the Plan as originally designed and structured.
(b) For purposes of this Subsection (1) and, to the extent
applicable, Subsection (5), the following terms shall have the
following meanings:
(i) "Actual Deferral Percentage" with respect to any
group of actively employed eligible Participants for
a Plan Year shall mean the average of the ratios
(calculated separately for each Participant in the
group) of:
(A) The amount of Basic Contributions paid to
the Trust for such Plan Year plus the amount
of any Qualified Nonelective Contributions
made for the Plan Year, if any, divided by
(B) The Participant's Compensation for such Plan
Year.
For purposes of determining Actual Deferral
Percentages, any Participant who is suspended from
participation in the Plan for any reason shall be
treated as an eligible Participant.
(ii) "Compensation" shall mean compensation as
defined for testing purposes under Section 401(k) of
the Code. Effective January 1, 1994, the total
Compensation taken into account in any Plan Year for
a Participant shall not exceed $150,000 (adjusted for
increases in the cost of living prescribed by the
Secretary of the Treasury in accordance with Section
401(a)(17)(B) of the Code).
(iii) "Excess Basic Contributions" shall mean with
respect to each Group B Participant, the amount equal
to total Basic Contributions made on behalf of the
Participant (determined prior to the application of
the leveling procedure described below) minus the
product of the Participant's Actual Deferral
Percentage (determined after the leveling procedure
described below) multiplied by
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<PAGE> 25
the Participant's Compensation. In accordance with
the regulations issued under Section 401(k) of the
Code, Excess Basic Contributions shall be determined
by a leveling procedure under which the Actual
Deferral Percentage of the Group B Participant with
the highest such percentage shall be reduced to the
extent required to enable the limitation of
Subsection (1)(c) to be satisfied, or, if it results
in a lower reduction, to the extent required to cause
such Group B Participant's Actual Deferral Percentage
to equal the Actual Deferral Percentage of the Group
B Participant with the next highest Actual Deferral
Percentage. This leveling procedure shall be repeated
until the limitation of Subsection (1)(c) is
satisfied. Excess Basic Contributions of Participants
who are subject to the family member aggregation
rules shall be allocated among the family members in
proportion to the Basic Contributions (and amounts
treated as Basic Contributions) of each family member
that is combined to determine the combined Actual
Deferral Percentage.
(iv) "Group B Participant" shall mean a Participant
who during the Plan Year is a highly compensated
employee within the meaning of Section 414(q) of the
Code and any regulation, notice or other guidance
issued by the Internal Revenue Service thereunder.
The determination of whether an individual is a
highly compensated employee may be made by the Plan
Administrator on the basis of any election provision
permitted under such regulation, notice or other
guidance. A "Group A Participant" means a Participant
other than a Group B Participant.
(v) "Qualified Nonelective Contributions" shall mean
contributions made pursuant to Subsection (e) to the
Accounts of Group A Participants, as defined in
Section 401(m)(4)(C) of the Code.
(c) The Code requires that the Actual Deferral Percentage for
Group B Participants not exceed a certain multiple of the
Actual Deferral Percentage for Group A Participants. The
requirements of the Code are satisfied if either (i) the
Actual Deferral Percentage for Group B Participants is
not more than 1.25 times the Actual Deferral Percentage
for Group A Participants, or (ii) the Actual Deferral
Percentage for Group B Participants is not more than 2.0
-23-
<PAGE> 26
times, but not more than 2 percentage points in excess of, the
Actual Deferral Percentage for Group A Participants.
(d) If the limitation under Subsection (1)(c) is exceeded in
any Plan Year, the Plan Administrator may, in accordance
with regulations issued under Section 401(k)(3) of the
Code, authorize or require the recharacterization of all
or part of any Excess Basic Contributions with respect to
any Group B Participant as after-tax contributions up to
an amount necessary to assure that the limitation in that
Plan Year is not exceeded.
(e) To the extent the limitation under Subsection (1)(c)
continues to be exceeded following any recharacterization
pursuant to Subsection (1)(d), or if such
recharacterization is not made, a Participating Employer
may, in the discretion of the Board of Directors of the
Company, make additional contributions to the Accounts of
Group A Participants, which additional contributions
shall be Qualified Nonelective Contributions up to an
amount necessary to assure that the limitation in that
Plan Year is not exceeded.
(f) To the extent the limitation under Subsection (1)(c)
continues to be exceeded following such
recharacterization or making of Qualified Nonelective
Contributions, or if such recharacterization or
additional contributions are not made, the Excess Basic
Contributions made on behalf of Group B Participants with
respect to a Plan Year and income allocable thereto shall
then be distributed to such Group B Participants as soon
as practicable after the end of such Plan Year, but no
later than twelve months after the close of such Plan
Year. The amount of income allocable to Excess Basic
Contributions shall be determined in accordance with the
regulations issued under Section 401(k) of the Code.
(g) The Plan Administrator may utilize any combination of the
methods described in the foregoing Subsections (d), (e) and
(f) to assure that the limitation of Subsection (1)(c) is
satisfied.
(h) Notwithstanding the limitation of Subsection (1)(c), in no
event may the amount of Basic Contributions to the Plan, in
addition to all such salary reduction contributions under all
other cash or deferred arrangements (as defined in Section
401(k) of the Code) in which a Participant participates,
exceed $7,000
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<PAGE> 27
(adjusted for increases in the cost-of-living under Section
402(g) of the Code) in any calendar year. If a Participant
participates in another cash or deferred arrangement in any
calendar year and his total Basic Contributions under the Plan
and such other plan exceed $7,000 (as adjusted) in a calendar
year, he may request to receive a distribution of the amount
of the excess deferral (a deferral in excess of $7,000 (as
adjusted)) that is attributable to Basic Contributions in the
Plan together with earnings thereon, notwithstanding any
limitations on distributions contained in the Plan. Such
distribution shall be made by the April 15 following the Plan
Year of the Basic Contribution provided that the Participant
notifies the Plan Administrator of the amount of the excess
deferral that is attributable to a Basic Contribution to the
Plan and requests such a distribution. The Participant's
notice must be received by the Plan Administrator no later
than the March 1 following the Plan Year of the excess
deferral. In the absence of such notice, the amount of such
excess deferral attributable to Basic Contributions to the
Plan shall be subject to all limitations on withdrawals and
distributions in the Plan.
2. Limitation of Contributions
(a) In order to ensure the continued qualified status of the
Plan under Section 401(a) of the Code, the Plan must
provide limits on the amount of contributions and
forfeitures that may be allocated to the Account of a
Participant in a Plan Year. The provisions of this
Subsection (2) are intended to effect compliance with the
subject Code provisions, namely, Sections 401(a)(16) and
415 of the Code, as the same may be applicable, and with
the regulations which may be issued thereunder.
(b) Notwithstanding any provision contained in any other
Section of this Plan to the contrary, the total Annual
Addition with respect to a Participant for any calendar
year shall not exceed the lesser of (i) $30,000 (or, if
greater, one-fourth of the defined benefit dollar
limitation set forth in Section 415(b)(1) of the Code as
in effect for the calendar year); or (ii) 25% of the
Participant's compensation for such year. The otherwise
permissible Annual Additions for any Participant under
this Plan may be further reduced to the extent necessary
to prevent disqualification of the Plan under Section 415
of the Code, which imposes additional limitations on
contributions for the account of and benefits payable to
-25-
<PAGE> 28
Participants who also may be participating in another tax
qualified pension, profit sharing, savings, or stock bonus
plan of the Participating Employer or of another company in
the commonly controlled group (as defined in Subsection (2)(f)
of this Section V) which includes the Participating Employer.
In any case where an Acquisition Loan has been made to finance
the acquisition of Leveraged Shares for the Trust or to repay a prior
Acquisition Loan, the amount of ESOP Contributions which is considered an Annual
Addition for the calendar year shall be calculated with respect to the portion
of such contributions which is used to repay principal on the Acquisition Loan
during such Plan Year and not with respect to the Leveraged Shares which are
allocated to the Participant's ESOP Account during such Plan Year.
Notwithstanding the foregoing, with respect to all components of the Annual
Additions other than ESOP Contributions, the limitation prescribed in (i) shall
be equal to $30,000 (or, if greater, one-fourth of the defined benefit dollar
limitation set forth in Section 415(b)(1) of the Code as in effect for the
calendar year).
(c) The sum of the Participant's defined benefit plan
fraction (as defined in Section 415(e)(2) of the Code)
and defined contribution plan fraction (as defined in
Section 415(e)(3) of the Code) shall not exceed 1.0. In
the event a reduction in a Participant's benefits or
contributions under one or more of the Company's defined
benefit or defined contribution plans is required under
this Subsection (2), Annual Additions to the
Participant's Account under this Plan shall be restricted
before any reduction is required under any other defined
benefit or defined contribution plan of the Company.
Notwithstanding the foregoing, an amount shall be
subtracted from the numerator of the defined contribution
plan fraction (not exceeding such numerator) as
prescribed by the Secretary of the Treasury so that the
sum of the defined benefit plan fraction and defined
contribution plan fraction computed under Section
415(e)(1) of the Code as amended by the Tax Reform Act of
1986 does not exceed 1.0 for any calendar year.
(d) If the limitations of Subsection (2)(c) would be exceeded when
this Plan is considered in combination with other qualified
defined contribution plans, the excess shall be eliminated by
first reducing allocations (other than allocations subject to
the special limitation of Code Section 415(c)(6)) under such
other plans as provided therein, provided that such
allocations shall be reduced
-26-
<PAGE> 29
only if and to the extent necessary to comply with Subsection
(2)(c). If contributions to this Plan by or on behalf of a
Participant are to be reduced as a result of this Subsection
(2), such reduction shall be effected by reducing the amount
of such Participant's Basic Contributions. If as a result of
the allocation of forfeitures, a reasonable error in
estimating a Participant's compensation, or under the limited
facts and circumstances which the Commissioner finds justify
the availability of the rules set forth in Subsections
(i)-(iv) of this Subsection (d), the allocation of Annual
Additions under the terms of the Plan for a particular
Participant would cause the limitations of Code Section 415
applicable to that Participant for the Plan Year to be
exceeded, the excess amounts shall not be deemed to be Annual
Additions in that calendar year if they are treated as
follows:
(i) The excess amounts in the Participant's Account consisting
of after-tax contributions and any increment attributable
thereto shall be paid to the Participant as soon as
administratively feasible.
(ii) The excess amounts in the Participant's Account
consisting of Matching Contributions and ESOP Contributions
shall be used to reduce Matching Contributions and ESOP
Contributions for the next Plan Year (and succeeding Plan
Years, as necessary) for that Participant if that Participant
is covered by the Plan as of the end of the Plan Year.
However, if that Participant is not covered by the Plan as of
the end of the Plan Year, then the excess amounts must be held
unallocated in a suspense account for the Plan Year and
allocated and reallocated in the next Plan Year to all of the
remaining Participants in the Plan. If a suspense account is
in existence at any time during a particular Plan Year, other
than the first Plan Year described in the preceding sentence,
all amounts in the suspense account must be allocated and
reallocated to Participants' Accounts (subject to the
limitations of Code Section 415) before any contributions
which would constitute Annual Additions may be made to the
Plan for that Plan Year. Furthermore, the excess amounts must
be used to reduce ESOP Contributions and Matching
Contributions for the next Plan Year (and succeeding Plan
Years, as necessary) for all of the remaining Participants in
the Plan.
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<PAGE> 30
(iii) In the event of termination of the Plan the suspense
account described in (ii) above shall revert to the Company to
the extent it may not then be allocated to any Participants'
Accounts.
(iv) Notwithstanding any other provisions in this Subsection,
with respect to a Participant who cannot receive an allocation
to his Participant ESOP Account, no amount shall be allocated
to the Account of the Participant under this Plan after the
actual allocation date under the Plan for such Plan Year until
all amounts held in the Plan's suspense account, if any, have
been allocated.
(e) The Plan Administrator shall advise an affected Participant of
any limitation on his or her Annual Addition required by this
Subsection (2).
(f) In applying the provisions of this Subsection (2), all
defined contribution plans of the Company and defined
contribution plans of all companies in a commonly
controlled group which includes the Company will be
considered as a single defined contribution plan and all
defined benefit plans of the Company and defined benefit
plans of such companies will be considered a single
defined benefit plan. In the case of a Participating
Employer which is not part of a commonly controlled group
with the Company, as described in the preceding sentence,
the provisions of the previous sentence will apply
separately to the Participating Employer. For purposes
of this Subsection (2), a commonly controlled group is
either (i) a controlled group of corporations, or (ii) a
group of two or more trades or businesses under common
control (as these terms are defined for purposes of
Section 414(b) and (c), as modified by Section 415(h), of
the Code).
(g) If the Annual Additions to a Participant's Account have
exceeded any of the foregoing limitations, the Basic
Contributions made by the Participant (and the income
attributable to such contributions) which caused the
excess shall be returned to the Participant. If the
Annual Additions to a Participant's Account continue to
exceed the foregoing limitations, and if the
Participant's returned contribution gave rise to a
Matching Contribution under Section IV, Subsection (7),
such Matching Contributions and any forfeitures allocated
to the Participant's Account as of the close of a Plan
Year will be allocated and reallocated to the Accounts of
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<PAGE> 31
all Participants not affected by this Subsection (2) as an
additional Matching Contribution in proportion to the amount
of all other Matching Contributions allocated to each
Participant's Account in the Plan Year in which such reduction
occurred, to the extent necessary to comply with the foregoing
limitations.
(h) In applying the foregoing rules, a contribution returned to a
Participant shall in the first instance be deemed as being
made from a Participant's total contributions in excess of six
percent (6%) of his or her Earnings, if any, and thereafter as
being made from other contributions of the Participant.
(i) For purposes of this Subsection (2), the term "Annual
Addition" means the sum for any Plan Year of:
(1) Matching Contributions and ESOP Contributions;
(2) Basic Contributions;
(3) any after-tax contributions attributable to the
Participant;
(4) forfeitures; and
(5) amounts described in Sections 415(1)(1) and
419(d)(2) of the Code.
3. For purposes of Subsection (1), Subsection (2), Subsection (5), and
Subsection (6) of this Section V, the term "compensation" means a Participant's
wages, salaries, and other amounts received for personal services actually
rendered during a calendar year, excluding deferred compensation, stock options,
and other distributions which receive special tax benefit, as defined pursuant
to Section 415(c)(3) of the Code and the regulations and other guidance issued
pursuant thereto.
4. Top-Heavy Provisions
(a) If the Plan is or becomes Top-Heavy in any Plan Year, the
provisions of this Subsection (4) will supersede any
conflicting provisions in the Plan.
(b) For purposes of this Subsection (4), the following terms shall
have the following meanings:
(i) "Key employee" means (1) any employee or former employee
(and the Beneficiaries of such employee) who at
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<PAGE> 32
any time during the determination period was an officer of a
Participating Employer if such individual's annual
compensation exceeds 50% of the dollar limitation under
Section 415(b)(1)(A) of the Code; (2) any employee who is an
owner (or one considered to be an owner under Section 318 of
the Code) of one of the ten largest interests in a
Participating Employer owned by employees if such individual's
compensation exceeds 100% of the dollar limitation under
Section 415(c)(1)(A) of the Code; (3) an employee who is a
five-percent owner of a Participating Employer; or (4) an
employee who is a one-percent owner of a Participating
Employer and who has annual compensation of more than
$150,000. The determination period is the Plan Year containing
the Determination Date and the four preceding Plan Years. The
determination of who is a Key employee will be made under
Section 415(i)(1) of the Code and the regulations thereunder.
(ii) "Top-Heavy Ratio" means a fraction, the numerator of
which is the sum of the account balances under the aggregated
defined contribution plan or plans for all Key employees as of
the Determination Date (including any part of any account
balance distributed in the five-year period ending on the
Determination Date) and the present value of accrued benefits
under the aggregated defined benefit plan or plans for all Key
employees as of the Determination Date, and the denominator of
which is the sum of the account balances under the aggregated
defined contribution plan or plans and the present value of
accrued benefits under the aggregated defined benefit plan or
plans for all Participants as of the Determination Date, all
determined in accordance with Section 416 of the Code and the
regulations thereunder. The accrued benefits under a defined
benefit plan in both the numerator and the denominator of the
Top-Heavy Ratio shall be adjusted for any distribution of an
accrued benefit made in the five-year period ending on the
Determination Date. For purposes of determining the Top-Heavy
Ratio, the value of account balances and the present value of
accrued benefits will be determined as of the most recent
Valuation Date that falls within or ends with the twelve-month
period ending on the Determination Date, except as provided in
Section 416 of the Code and the regulations thereunder for the
first and second plan years of a defined benefit plan. The
account balances and accrued benefits of a Participant (1) who
is not a Key employee, but who was a Key employee in a prior
year, or (2) who has not been credited with at least one Hour
of Service with any Participating Employer maintaining the
Plan at any time during the five-year
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<PAGE> 33
period ending on the Determination Date will be disregarded.
The calculation of the Top-Heavy Ratio, and the extent to
which distributions, rollovers, and transfers are taken into
account will be made in accordance with Section 416 of the
Code and the regulations thereunder. When aggregating plans,
the value of account balances and accrued benefits will be
calculated with reference to the Determination Dates that fall
within the same calendar year. The accrued benefit of a
Participant other than a Key employee shall be determined
under the method, if any, that uniformly applies for accrual
purposes under all defined benefit plans maintained by the
employer, or if there is no such method, as if such benefit
accrued not more rapidly than the slowest accrual rate
permitted under the fractional rule of Section 411(b)(1)(C) of
the Code.
(iii) "Permissive Aggregation Group" means the Required
Aggregation Group of plans plus any other plan or plans which,
when considered as a group with the Required Aggregation
Group, would continue to satisfy the requirements of Sections
401(a)(4) and 410 of the Code.
(iv) "Required Aggregation Group" means (1) each qualified
plan in which at least one Key employee participates or
participated at any time during the determination period
(regardless of whether the plan has terminated), and (2) any
other qualified plan which enables a plan in which a Key
employee participates to meet the requirements of Section
401(a)(4) or Section 410 of the Code.
(v) "Determination Date" means, for any Plan Year, the last
day of the preceding Plan Year.
(vi) "Valuation Date" means the date which is used to
calculate the value of account balances or accrued benefits
for purposes of determining the Top-Heavy Ratio. In the case
of this Plan, the Valuation Date shall be the Determination
Date.
(c) For any Plan Year, this Plan is a Top-Heavy Plan if any
of the following conditions exist: (1) if the Top-Heavy
Ratio for this Plan exceeds 60% and this Plan is not part
of a Required Aggregation Group or Permissive Aggregation
Group of plans; (2) if this Plan is a part of a Required
Aggregation Group of plans, but not part of a Permissive
Aggregation Group and the Top-Heavy Ratio for the group
of plans exceeds 60%; or (3) if this Plan is a part of a
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<PAGE> 34
Required Aggregation Group and part of a Permissive
Aggregation Group of plans and the Top-Heavy Ratio for the
Permissive Aggregation Group exceeds 60%.
(d) If this Plan ever becomes a Top-Heavy Plan, then the
Participating Employer shall contribute to the Account of each
Participant who is not a Key employee the greater of:
(1) The Matching Contribution to which the Participant is
otherwise entitled under the provisions of this Plan
without regard to this Subsection (4), or
(2) An amount equal to 3% of the Participant's
compensation, as defined in Subsection (3) of this
Section V, for the Plan Year.
Any such minimum contribution shall be made on behalf of each
Participant who is not a Key employee without regard to whether or not the
Participant has separated from service and without regard to whether the
Participant has made Basic Contributions. In addition, in determining the amount
of any such minimum contribution, Basic and Matching Contributions and any
Social Security contribution made on behalf of any Participant shall not be
taken into account.
(e) If this Plan ever becomes a Top-Heavy Plan, then the
extent to which a Participant has a nonforfeitable right
to Matching and ESOP Contributions shall be determined in
accordance with the provisions of this Plan other than
this Subsection (4) or in accordance with Subsection
(4)(f) below, whichever provision results in a
nonforfeitable right to a greater percentage of Matching
and ESOP Contributions allocated to the Participant's
Account under this Plan.
(f) The Participant's nonforfeitable right to a percentage of
Matching and ESOP Contributions allocated to his or her
Account under this Subsection (4)(f) shall be determined in
accordance with the following table:
<TABLE>
<CAPTION>
Nonforfeitable
Years of Service Percentage
---------------- ----------
<S> <C>
2 20
3 40
4 60
5 80
6 or more 100
</TABLE>
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<PAGE> 35
Notwithstanding the foregoing, in no event will a
Participant's nonforfeitable right to a percentage of Matching and ESOP
Contributions be less than his or her nonforfeitable right determined prior to
the Plan's becoming a Top-Heavy Plan.
(g) For any Plan Year in which this Plan is a Top-Heavy Plan, the
provisions of Subsection (2)(c) of this Section V shall be
applied by substituting "1.0" for "1.25" wherever it appears
therein.
5. Actual Contribution Percentage Tests - Basic Accounts
(a) Notwithstanding anything herein to the contrary, in no
event may ESOP Matching Contributions and after-tax
contributions (including Basic Contributions which are
recharacterized pursuant to Subsection (1)(d), if any)
made on behalf of all Group B Participants with respect
to any Plan Year result in a Contribution Percentage for
such group of employees which exceeds the greater of (i)
or (ii) below, where:
(i) is an amount equal to 125% of the Contribution
Percentage for all Group A Participants in the Plan; and
(ii) is an amount equal to the sum of the Contribution
Percentage for all Group A Participants in the Plan and 2%,
provided that such amount does not exceed 200% of the
Contribution Percentage for all Group A Participants or such
lesser amount as prescribed in regulations issued by the
Secretary of the Treasury to prevent the multiple use of this
alternative limitation with respect to any Group B
Participant.
(b) For purposes of this Subsection (5), the following terms shall
have the following meanings:
(i) "Compensation" shall mean "compensation" as determined
under Subsection (1)(b)(ii).
(ii) "Contribution Percentage" with respect to any specified
group of actively employed Participants for a Plan Year shall
mean the average of the ratios (calculated separately for each
Participant in the group) of
(A) the amount of ESOP Matching Contributions, and any Basic
Contributions recharacterized pursuant to Subsection (1)(d),
Basic Contributions treated as Matching Contributions pursuant
to Subsection
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<PAGE> 36
(5)(d), and any Qualified Nonelective Contributions or
additional Matching Contributions made pursuant to Subsection
(5)(d), paid to the Trust on behalf of each such Participant
for such Plan Year, to
(B) the Participant's Compensation for such Plan Year.
For purposes of determining Contribution Percentages, any
Participant who is suspended from participation under the Plan shall be treated
as an eligible Participant.
(iii) "Excess Aggregate Contributions" shall mean with respect
to each Group B Participant, the amount equal to the total
ESOP Matching Contributions made on his behalf and any Basic
Contributions which are recharacterized pursuant to Subsection
(1)(d) determined prior to the application of the leveling
procedure described below minus the product of the
Participant's Contribution Percentage, determined after the
application of the leveling procedure described below,
multiplied by the Participant's Compensation. Under the
leveling procedure, the Contribution Percentage of the Group B
Participant with the highest such percentage is reduced to the
extent required to enable the limitation of Subsection (5)(a)
to be satisfied, or, if it results in a lower reduction, to
the extent required to cause such Participant's Contribution
Percentage to equal that of the Group B Participant with the
next highest Contribution Percentage. This leveling procedure
is repeated until the limitation of Subsection (5)(a) is
satisfied. In no case shall the amount of Excess Aggregate
Contributions with respect to any Group B Participant exceed
the Matching Contributions made on behalf of such Participant
in any Plan Year. Excess Aggregate Contributions of
Participants who are subject to the family member aggregation
rules shall be allocated among the family members in
proportion to the ESOP Matching Contributions and any Basic
Contributions which are recharacterized pursuant to Subsection
(1)(d) of each family member that is combined to determine the
combined Contribution Percentage.
(iv) "Group B Participant" shall have the same meaning as in
Subsection (1)(b)(iv).
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<PAGE> 37
(v) "Qualified Nonelective Contributions" shall mean
contributions made pursuant to Subsection (5)(d) to the
Accounts of Group A Participants, as defined in Section
401(m)(4)(C) of the Code.
(c) The Plan Administrator shall be authorized to implement rules
authorizing or requiring reductions in contributions that may
be made by Group B Participants during the Plan Year (prior to
any contributions to the Trust) so that the limitation of
Subsection (5)(a) is satisfied.
(d) Notwithstanding any reductions pursuant to Subsection
(c), if the limitation under Subsection (5)(a) is
exceeded, a Participating Employer may, in the discretion
of the Board of Directors of the Company, make additional
contributions to the Accounts of Group A Participants up
to an amount necessary to assure that the limitation
under Subsection (5)(a) is satisfied, which additional
contributions shall either be Qualified Nonelective
Contributions or additional Matching Contributions under
Section IV, Subsection (7). In addition, in accordance
with regulations issued under Section 401(m) of the Code,
the Plan Administrator may elect to treat amounts
attributable to Basic Contributions as such additional
Matching Contributions solely for the purposes of
satisfying the limitation of Subsection (5)(a).
(e) If the limitation under Subsection (5)(a) continues to be
exceeded following such Qualified Nonelective
Contributions or additional Matching Contributions, if
any, the Excess Aggregate Contributions made with respect
to Group B Participants with respect to such Plan Year,
and any income attributable thereto, shall be distributed
to Group B Participants in an amount equal to each such
Participant's after-tax contributions (including
recharacterized Basic Contributions) with respect to
which no Matching Contributions were made.
(f) If the limitation under Subsection (5)(a) continues to be
exceeded following any contributions described in
Subsection (d) and any distributions described in
Subsection (e), the amount of the Excess Aggregate
Contributions attributable to recharacterized Basic
Contributions with respect to which Matching
Contributions were made and Matching Contributions and
any income attributable to either such amounts, shall be
-35-
<PAGE> 38
distributed to Group B Participants to the extent vested
pursuant to Section IV, Subsection (11) of the Plan or if not
vested, forfeited. Any such forfeitures shall be utilized to
pay the Plan's administrative expenses or to reduce future
Matching Contributions, as determined by the Committee. The
amount of Excess Aggregate Contributions to be distributed or
forfeited pursuant to this Subsection (f) shall be determined
on a pro rata basis in proportion to the Matching
Contributions made on behalf of such Group B Participant for
the Plan Year.
(g) All Excess Aggregate Contributions and any income
allocable thereto shall be forfeited or distributed, as
described above, as soon as practicable after the close
of the Plan Year in which they occur, but no later than
twelve months after the close of the Plan Year. The
amount of income allocable to Excess Aggregate
Contributions shall be determined in accordance with the
regulations issued under Section 401(m) of the Code. The
Plan Administrator is authorized to implement rules under
which it may utilize any combination of the methods
described in the foregoing Subsections (c), (d), (e) and
(f) to assure that the limitation of Subsection (5)(a) is
satisfied.
6. Actual Contribution Percentage Tests - Participant ESOP
Accounts
(a) Notwithstanding anything herein to the contrary, in no event
may ESOP Contributions made on behalf of all Group B
Participants with respect to any Plan Year result in an ESOP
Contribution Percentage for such group of employees which
exceeds the greater of (i) or (ii) below, where:
(i) is an amount equal to 125% of the ESOP Contribution
Percentage for all Group A Participants in the Plan; and
(ii) is an amount equal to the sum of the ESOP Contribution
Percentage for all Group A Participants in the Plan and 2%,
provided that such amount does not exceed 200% of the ESOP
Contribution Percentage for all Group A Participants or such
lesser amount as prescribed in regulations issued by the
Secretary of the Treasury to prevent the multiple use of this
alternative limitation with respect to any Group B
Participant.
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(b) For purposes of this Subsection (6), the following terms shall
have the following meanings:
(i) "Compensation" shall mean "compensation" as determined
under Subsection (1)(b)(ii).
(ii) "ESOP Contribution Percentage" with respect to any
specified group of actively employed Participants for a Plan
Year shall mean the average of the ratios (calculated
separately for each Participant in the group) of
(A) the amount of ESOP Contributions paid to the Trust on
behalf of each such Participant for such Plan Year, to
(B) the Participant's Compensation for such Plan Year.
For purposes of determining ESOP Contribution Percentages, any
Participant who is suspended from participation under the Plan shall be treated
as an eligible Participant.
(iii) "Excess Aggregate ESOP Contributions" shall mean with
respect to each Group B Participant, the amount equal to the
total ESOP Contributions made on his behalf determined prior
to the application of the leveling procedure described below
minus the product of the Participant's ESOP Contribution
Percentage, determined after the application of the leveling
procedure described below, multiplied by the Participant's
Compensation. Under the leveling procedure, the ESOP
Contribution Percentage of the Group B Participant with the
highest such percentage is reduced to the extent required to
enable the limitation of Subsection (6)(a) to be satisfied,
or, if it results in a lower reduction, to the extent required
to cause such Participant's ESOP Contribution Percentage to
equal that of the Group B Participant with the next highest
ESOP Contribution Percentage. This leveling procedure is
repeated until the limitation of Subsection (6)(a) is
satisfied. Excess Aggregate ESOP Contributions of Participants
who are subject to the family member aggregation rules shall
be allocated among the family members in proportion to the
ESOP Contributions of each family member that is combined to
determine the combined ESOP Contribution Percentage.
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(iv) "Group B Participant" shall have the same meaning as in
Subsection (1)(b)(iv).
(c) If the limitation under Subsection (6)(a) is exceeded,
the Excess Aggregate ESOP Contributions made with respect
to Group B Participants with respect to such Plan Year,
and any income attributable thereto, shall be distributed
to Group B Participants to the extent vested pursuant to
Section IV, Subsection (11) of the Plan or if not vested,
forfeited, as soon as practicable after the close of the
Plan Year in which they occur, but no later than twelve
months after the close of the Plan Year. Any such
forfeitures shall be utilized to pay the Plan's
administrative expenses or to reduce future Matching
Contributions, as determined by the Committee. The
amount of income allocable to Excess Aggregate ESOP
Contributions shall be determined in accordance with the
regulations issued under Section 401(m) of the Code.
7. Failure to Initially Qualify ESOP Portion of Plan
In no event shall any part of the corpus or the income of the
Plan, including the ESOP portion of the Plan, be used for, or diverted to, any
purpose other than the exclusive benefit of Participants, former Participants
and their beneficiaries hereunder. Notwithstanding the foregoing, in the event
that an ESOP Contribution is conditioned upon initial qualification of the ESOP
portion of the Plan under Section 401(a) of the Code, and the Plan does not so
qualify, the contribution may be returned to the Participating Employers within
one year after the denial of qualification.
SECTION VI
INVESTMENT DIRECTIONS
1. A Participant shall, by telephone pursuant to the Plan's voice response
system, direct that his or her Account (other than amounts in his or her ESOP
Account and ESOP Matching Contributions Account), including his or her Basic
Contributions and Pre-ESOP Matching Contributions, shall be invested in any
whole percentage in the Funds described or provided for below subject to any
restrictions specified hereunder or otherwise by the Committee:
(a) VF Corporation Stock Fund: Monies shall be invested in
common stock of the Company purchased on the open market at
the then prevailing price on the New York Stock Exchange on
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the date of purchase or in a private transaction with a seller
other than the Company.
(b) Other Fund(s): Such other Fund or Funds as shall be specified from
time to time by the Committee for investment direction by Participants
in accordance with this Section VI.
Notwithstanding any of the foregoing provisions of this
Subsection (1), the Trustee may hold such portion of the assets of any of the
Funds in cash or short-term investments as the Committee deems necessary to meet
expenses and the near-term distribution and transfer requirements of the Funds.
The Committee may from time to time, at its discretion, add
Funds to, or delete Funds from, the listing of Funds made available for
investment direction pursuant to this Subsection.
Notwithstanding the foregoing, no more than 50% of the
Participant's Basic Contributions, Rollover Contributions and Pre- ESOP Matching
Contributions may be invested in the VF Corporation Stock Fund. The Committee
shall have the authority to prescribe such additional rules, regulations and
restrictions as it deems necessary regarding the Funds and investment directions
under this Section VI.
2. The investment election by a Participant will continue in effect until
changed by the Participant pursuant to the Plan's voice response system. A
Participant may change the investment election with respect to future Basic
Contributions effective on the first day of any month, provided the change
direction through the Plan's voice response system is made by 5:00 p.m. (EST) on
or before the 28th day of the previous month (or such other deadline as shall be
specified by the Committee).
3. A Participant may transfer the investment of the portion of the Participant's
Account specified in Subsection (1) above, in any whole percentage, among the
various Funds subject to the restrictions on investment in the VF Corporation
Stock Fund set forth in Subsection (1) above. Any transfer direction made by
5:00 p.m. (EST) on or before the 28th day of a month (or such other deadline as
shall be specified by the Committee) shall become effective on the first day of
the following month.
4. Any Participant who has attained age 55 and completed at least ten (10) years
of participation in the Plan since January 15, 1990 shall, to the extent not
otherwise provided for under the Plan, be permitted to direct in writing that a
portion of the Participant's
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Account equal to up to 25% of the value of his or her ESOP Account and ESOP
Matching Contributions Account be invested in accordance with any of the
investment Funds permitted under Section VI. Such direction may be made within
90 days after the close of each Plan Year during the Participant's Qualified
Election Period. Within 90 days after the close of the last Plan Year in the
Participant's Qualified Election Period, such a Participant may, to the extent
not otherwise provided for under the Plan, direct the investment of a portion of
the Participant's Account equal to up to 50% of the value of his or her ESOP
Account and ESOP Matching Contributions Account. Such directions shall be in
accordance with any notice, rulings, or regulations or other guidance issued by
the Internal Revenue Service with respect to Code Section 401(a)(28)(B). For
this purpose, the term "Qualified Election Period" shall mean the six (6) Plan
Year period beginning with the later of the Plan Year in which the Participant
attained age 55 or completed ten (10) years of participation in the Plan since
January 15, 1990. Further, the amount which may be directed by the Participant
shall be based in each instance on the balance of such allocated Company Stock
in the Participant's ESOP Account and ESOP Matching Contributions Account as of
the end of the prior Plan Year, reduced by any amounts previously directed
during the Qualified Election Period. For this purpose, the value of a
Participant's ESOP Account and ESOP Matching Contributions Account shall be
determined by valuing the Company convertible preferred stock at fair market
value, as determined annually by an independent appraiser.
SECTION VII
VALUATION OF PARTICIPANTS' ACCOUNTS
1. The Committee shall create and maintain adequate records to disclose the
interest in the Trust of each Participant, former Participant and Beneficiary.
Such records shall be in the form of individual Accounts, and credits and
charges shall be made to such Accounts in the manner herein described. Each
Account shall be maintained with appropriate subaccounts to reflect the
Participant's type of contribution and investment choices selected from the
Funds offered under Section VI, Subsection (1). The maintenance of individual
Accounts is for accounting purposes only, and a segregation of the assets of the
Trust to each Account and/or subaccount shall not be required. Distributions,
withdrawals and loans made from an Account shall be charged to the Account as of
the first day of the month in which the distribution, withdrawal or loan is
made.
2. (a) As of each Valuation Date, the Committee shall cause all Trust
assets to be valued at current fair market value and
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shall determine the income of the Funds for the month then ended. In
determining the current fair market value of any Trust asset other than
Company common stock, the Committee shall use, or cause the use of
whatever valuation method it deems best, provided that such method is
consistently applied and is permitted under applicable law. In
determining the fair market value of Company common stock, unless
otherwise provided by applicable law, the Committee shall prescribe the
use of the closing sale price on the New York Stock Exchange for the
day during which the most recent trade of such stock has occurred,
including the current Valuation Date.
Notwithstanding the foregoing, Company Stock held in
Participants' ESOP and Matching Contributions Accounts shall be valued annually,
or at the discretion of the Plan Administrator, more frequently. The valuation
as of the Plan Year end of Company Stock which is not readily tradable on an
established securities market shall be made by an independent appraiser meeting
requirements similar to those contained in Treasury Regulations under Section
170(a)(1) of the Code. Interim valuations as of the last day of each other month
of Company Stock which is convertible preferred stock not readily tradable on an
established securities market shall use 160% of the fair market value of Company
common stock or $30.875 per share, whichever is greater.
In determining the income of the respective Funds, expenses
directly attributable to a particular Fund shall be allocated thereto, while
expenses not directly attributable to a particular Fund shall be paid by the
Company.
(b) The income determined for a particular Fund pursuant to (a) above
shall be allocated to those Participants, former Participants for whom
an Account is maintained and Beneficiaries who have subaccount balances
in such Fund as of the current Valuation Date in the proportion that
each such subaccount balance as of the immediately preceding Valuation
Date (less withdrawals since such date) bears to the total of all such
subaccount balances on such immediately preceding Valuation Date (less
withdrawals since such date), including one-half of any Basic
Contributions made after such immediately preceding Valuation Date but
allocated to such subaccount as of such day.
(c) All cash dividends on Leveraged Shares shall be utilized to repay
an Acquisition Loan related to such shares and shall be allocated as
described under Section IV, Subsection (9).
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SECTION VIII
PLAN BENEFITS
1. Normal Retirement. Upon termination of employment on or after the
Participant's Normal Retirement Age, a Participant shall be entitled to a
benefit based on the balance of the Participant's Account distributed in a
manner provided in Section IX.
2. Death. In the event of the death of a Participant prior to commencement of
benefits described in Subsections (1) and (3), the Participant's Beneficiary
shall be entitled to a benefit based on the balance of the Participant's Account
distributed in a manner provided in Section IX.
3. Total Disability. In the event of a physical or mental impairment that would
qualify a Participant for disability benefits under a long term disability
benefits plan maintained by the Company and/or eligibility for disability
benefits under the Social Security Act, the Participant may receive the full
value of his or her Participant's Account distributed in a manner provided in
Section IX. All determinations of total disability for purposes of this Plan
will be based on the fact that the Participant is in receipt of disability
payments under the above referenced disability benefits plans.
4. Other Termination of Employment. Upon termination of employment prior to the
Participant's Normal Retirement Age for any reason other than death or total
disability (as defined in Subsection (3)), a Participant shall be entitled to a
benefit based on the Vested portion of the Participant's Account distributed in
a manner provided in Section IX.
5. Beneficiary. Each Participant will designate (subject to the provisions of
Section IX, Subsection (3)) the Beneficiary (along with alternate beneficiaries)
to whom, in the event of the Participant's death, any benefit is payable
hereunder. Each Participant has the right to change any designation of
Beneficiary and such change automatically revokes any prior designation. A
designation or change of Beneficiary must be in writing on forms supplied by the
Plan Administrator and any change of Beneficiary will not become effective until
the change of Beneficiary is filed with the Plan Administrator whether or not
the Participant is alive at the time of such filing, provided, however, that any
such change will not be effective with respect to any payments made by the
Trustee in accordance with the Participant's last designation and prior to the
time such change was received by the Plan
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Administrator. The interest of any Beneficiary who dies before the Participant
will terminate unless otherwise provided. If a Beneficiary is not validly
designated, or is not living or cannot be found at the date of payment, any
amount payable pursuant to this Plan will be paid to the Spouse of the
Participant if living at the time of payment, otherwise in equal shares to such
of the children of the Participant as may be living at the time of payment,
provided, however, that if there is no surviving Spouse or child at the time of
payment, such payment will be made to the estate of the Participant.
6. Valuation Date to be Used for Computation of Benefits. If a Participant,
former Participant or Beneficiary becomes entitled to a benefit pursuant to this
Section VIII, the value of the Account available to be distributed shall be
determined as of the last day of the month in which the Participant or
Beneficiary, as applicable, files a written request for payment of benefits with
the Plan Administrator, provided such request is filed on or before the 28th day
of the month.
For purposes of Subsection (1), the event occasioning the
benefit shall be the Participant's termination of employment on or after his
Normal Retirement Age other than by reason of death. For purposes of Subsection
(2), the event occasioning the benefit shall be the death of the Participant
prior to the commencement of a benefit described in Subsection (1) or (3). For
purposes of Subsections (3) and (4), the event occasioning the benefit shall be
the date the Participant's employment terminates.
SECTION IX
PAYMENT OF BENEFITS
1. Subject to the provisions of Subsections (3) and (7), the normal form for the
payment of benefits under the Plan shall be a lump-sum payment in cash.
2. (a) Subject to the provisions of this Subsection (2) and Subsections
(3) and (7), a Participant or former Participant (hereinafter in this
Section IX referred to as "Participant") shall be entitled to elect, in
writing on a form prescribed by the Committee, one of the following
optional forms for the payment of benefits:
(i) A single lump-sum payment in Company common stock up to
the number of full shares then reflected in the portion of the
VF Stock Fund allocated to such Participant and the balance of
Participant's Account in
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cash, or a lesser number of shares of Company common
stock and the balance of Participant's Account in cash,
or
(ii) In the form of an annuity providing installment payments
in cash over a period certain not to exceed 10 years.
Any such election of an optional form of payment may be made or changed at any
time prior to the payment or commencement of benefits, but shall thereafter be
irrevocable. In the absence of a valid election, a Participant shall be deemed
to have elected the normal form of payment under Subsection (1).
(b)(i) In no event shall a Participant be permitted to elect
an annuity form of installment payments for a period
certain extending beyond the life expectancy of the
Participant, or the joint and last survivor
expectancy of the Participant and designated
Beneficiary.
(ii) In no event shall a Participant be permitted to elect
an annuity form of installment payments that provides
more than 50% of the value of the Participant's
Account to be paid to a Beneficiary other than the
Spouse.
(iii) If an Account is to be distributed in other than a
lump-sum, the amount to be distributed each year
must be at least an amount equal to the quotient
obtained by dividing the value of the Account by
the life expectancy of the Participant, or the
joint and last survivor expectancy of the
Participant and Beneficiary. For this purpose, a
Participant's life expectancy may not be
recalculated more frequently than annually, and a
non-spouse Beneficiary's life expectancy may not be
recalculated.
3. (a) A written notification will be provided by the Committee to each Plan
Participant no less than 30 days and no more than 90 days before the
distribution date, informing the Participant of the normal and optional forms of
payment under Subsections (1) and (2), and requesting the Participant to elect
one of the available forms and to designate a Beneficiary. If a distribution is
one to which Sections 401(a)(11) and 417 of the Code do not apply, such
distribution may commence less than 30 days after the notice
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required under Treasury Regulation section 1.411(a)-11(c) is given,
provided that:
(i) The Plan Administrator clearly informs the
Participant that the Participant has a right to a
period of at least 30 days after receiving the notice
to consider the decision of whether or not to elect a
distribution (and a particular distribution option);
and
(ii) The Participant, after receiving the notice,
affirmatively elects a distribution.
(b) Notwithstanding the foregoing, a married Participant may not
designate a Beneficiary other than his or her Spouse, unless:
(i) The Spouse of the Participant consents to such
election in writing on a form prescribed by the
Committee, and the Spouse's consent is witnessed by a
notary public or a Plan representative (as designated
by the Committee); or
(ii) It is established to the satisfaction of the
Committee that the spousal consent required by (i)
above may not be obtained because there is no Spouse,
the Spouse cannot be located, or other circumstances
as the Secretary of the Treasury may prescribe by
regulations prevent obtaining such spousal consent.
4. (a) All distributions of Plan benefits will be made or commence to be made at
the end of the month in which the Participant becomes totally disabled, dies,
retires or terminates employment, or as soon thereafter as practicable, but in
no event later than 60 days after the end of the Plan Year containing the event
giving rise to the payment of benefits, e.g., disability, termination of
employment, death or retirement.
(b) Notwithstanding any provision of the Plan to the contrary, the Plan
benefits of a Participant must be distributed or commence to be
distributed as soon as practicable after the Participant attains age 70
1/2, and in no event later than April 1 of the calendar year following
the calendar year in which the Participant attains age 70 1/2. If a
Participant remains in active employment beyond age 70 1/2, such
Participant may continue to participate in the Plan, and
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a distribution of the total value of the Participant's Account as of
the last day of each subsequent Plan Year shall be made.
5. If a Participant dies after distribution of his Account has commenced, any
additional benefits to which his Beneficiary (including his Spouse) may be
entitled in accordance with the provisions of the Plan will continue to be
distributed at least as rapidly as under the method of distribution being used
prior to the Participant's death. If a Participant dies before distribution of
his Account commences, any benefits to which his Beneficiary (including his
Spouse) may be entitled in accordance with the provisions of the Plan will be
distributed no later than five years after the Participant's death, except to
the extent that the Committee permits the Beneficiary to elect that
distributions be made in substantially equal installments in cash over a period
certain not to exceed 10 years (but in no event longer than the life expectancy
of the Beneficiary), commencing no later than one year after the Participant's
death.
6. Notwithstanding anything in this Plan to the contrary, and subject to
Subsection (7), if the Vested portion of a Participant's Account is $3,500 or
less and he separates from service for reasons other than attainment of Normal
Retirement Age or total disability (as defined in Section VIII, Subsection (3)),
distribution of such Vested portion shall be made as soon as practicable
following the month end coincident with or next following his or her termination
of employment, in an amount determined as of such month end.
In any other event, a Participant who terminates employment
may elect to defer distribution of his or her Account balance until the
attainment of Normal Retirement Age. Any such Participant may continue to direct
the investment of his or her Account to the extent provided under Section VI,
and may request distribution of such Account balance at any time. In the event
of the Participant's death before receiving his or her deferred distribution,
the total value of the deceased Participant's Account will be distributed
immediately to such Participant's Beneficiary, subject to Subsections (5) and
(7) of this Section IX.
The non-vested portion of a Participant's Account shall be
forfeited upon complete distribution of the Vested portion of the Participant's
Account following termination of employment, or if earlier, after the
Participant incurs five consecutive one-year Breaks-in-Service.
7. Notwithstanding anything in the Plan to the contrary, any Participant who is
entitled to receive a distribution from his or
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her ESOP Account and ESOP Matching Contributions Account (other than upon Plan
termination) shall have the right to direct the Trustee to either: (a) sell to
the Company the Company convertible preferred stock in his or her ESOP Account
and ESOP Matching Contributions Account; or (b) convert the shares of the
Company convertible preferred stock in his or her ESOP Account and ESOP Matching
Contributions Account into shares of Company common stock, whichever shall
result in the greater value to the Participant. After making such direction, a
Participant may elect to receive the entire amount in his or her ESOP Account
and ESOP Matching Contributions Account in the form of Company common stock or
cash. If an election is made to receive the entire amount in his or her ESOP
Account and ESOP Matching Contributions Account in the form of Company common
stock:
(i) where the Participant has directed the Trustee to convert the shares of
the Company convertible preferred stock into shares of Company common
stock, the Participant shall receive that number of whole shares of
Company common stock realized upon such conversion and cash
representing any fractional shares of Company common stock; or
(ii) where the Participant has directed the Trustee to sell to the Company
the Company convertible preferred stock in his or her ESOP Account and
ESOP Matching Contributions Account, the Participant shall receive that
number of whole shares of Company common stock which may be acquired
with the proceeds of such sale, and cash representing any fractional
shares of Company common stock.
If an election is made to receive the entire amount in his or her ESOP Account
and ESOP Matching Contributions Account in the form of cash, or in the absence
of any election as to the mode of distribution:
(i) where a Participant has directed the Trustee to sell to the Company the
Company convertible preferred stock in his or her ESOP Account and ESOP
Matching Contributions Account, the Participant shall receive a cash
distribution in an amount equal to the proceeds received by the Trustee
upon such sale; or
(ii) where the Participant has directed the Trustee to convert the shares of
the Company convertible preferred stock into shares of Company common
stock, the Participant shall receive the cash proceeds realized by the
Trustee upon the sale of such Company common stock.
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In any case where a Participant is required by the terms of the Plan to receive
a distribution from his or her ESOP Account and ESOP Matching Contributions
Account (other than upon Plan termination), and fails to direct the Trustee in
the manner set forth above within a 60-day period commencing on the date
following the date of such required distribution, the Company convertible
preferred stock shall remain in his or her ESOP Account and ESOP Matching
Contributions Account until the earlier of (i) the 61st day of the following
Plan Year or (ii) the date on which a distribution is required under Code
Section 401(a)(9) or any other provision of law, at which time the Participant
shall be deemed to have directed the Trustee to either sell to the Company the
Company convertible preferred stock in his or her ESOP Account and ESOP Matching
Contributions Account for cash or, if it would result in a greater cash
distribution, to convert the Company convertible preferred stock to Company
common stock and then sell the Company common stock for cash. The Participant
shall receive a cash distribution in an amount equal to the cash proceeds from
his or her deemed election. For purposes of this Subsection (7), the rights
extended to a Participant hereunder shall also apply to any Beneficiary or
alternate payee of such Participant.
SECTION X
WITHDRAWALS
1. Other than after-tax contributions resulting from the application of the
limitations contained in Section V, no portion of a Participant's Account
attributable to Basic Contributions, Rollover Contributions and Pre-ESOP or ESOP
Matching Contributions, or any investment earnings thereon, may be withdrawn
except as provided for in this Section X. However, a Participant may withdraw
the value of the Participant's Account attributable to Basic Contributions,
Rollover Contributions and Pre-ESOP or ESOP Matching Contributions (to the
extent Vested), or any investment earnings thereon, upon retirement, death,
disability, termination of employment or attainment of age 59 1/2. To the extent
permitted by applicable law, after-tax contributions, excluding investment
earnings thereon, shall be distributed to the Participant as soon as practicable
after the existence of such contributions has been determined pursuant to
Section V.
2. A Participant, by filing a written request with the Committee for approval to
make a hardship withdrawal, may withdraw all or a portion of the Participant's
Account attributable to Basic and Rollover Contributions. The Participant must
withdraw:
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(i) first, 100% of the Participant's Account
attributable to any after-tax contributions,
(ii) second, Rollover Contributions, and
(iii) thereafter, 100% of his or her Basic Contributions.
The Participant must establish that:
(a) a distribution from the Participant's Basic Account is necessary to
meet an immediate and heavy financial need which shall be determined in
accordance with regulations (and any other rulings, notices, or
documents of general applicability) issued pursuant to Section 401(k)
of the Code and, to the extent permitted by such authorities, shall be
limited to any financial need arising from: (1) medical expenses (as
defined in Section 213(d) of the Code) incurred by the Participant or a
Participant's Spouse or dependent which are not covered by insurance or
for enabling such persons to obtain such medical care; (2) expenses
relating to the payment of tuition and related educational fees for the
next twelve months of post-secondary education of a Participant, his or
her Spouse or dependent; (3) the down payment required for the purchase
of a primary residence for the Participant; (4) expenses relating to
the need to prevent the eviction of the Participant from his or her
principal residence or foreclosure on the mortgage of the Participant's
principal residence; or (5) expenses arising from circumstances of
sufficient severity that a Participant is confronted by present or
impending financial ruin or his or her family is clearly endangered by
present or impending want or deprivation,
(b) the amount of such hardship withdrawal does not exceed the amount
required to meet the immediate financial need created by the
Participant's hardship (including any amounts necessary to pay any
federal, state or local income taxes or penalties reasonably
anticipated to result from the withdrawal), and
(c) the amount required to meet the immediate financial need created by
the hardship is not reasonably available from other resources of the
Participant.
Notwithstanding the foregoing, a Participant shall be deemed to have no other
resources reasonably available only if: (i) the Participant has obtained all
withdrawals, distributions and non-taxable loans currently available to the
Participant under the Plan
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and all other qualified and nonqualified plans of deferred compensation
maintained by the Company or an affiliated company (within the meaning of
Section 414(b),(c),(m), or (o) of the Code); (ii) the Participant ceases all
Basic Contributions under the Plan as well as all pre-tax elective and after-tax
contributions to all other qualified and nonqualified plans of deferred
compensation maintained by the Company or an affiliated company (within the
meaning of Section 414(b), (c), (m), or (o) of the Code) for a period of at
least twelve months from the date of the hardship withdrawal; and (iii) the
amount of pre-tax elective contributions under all plans maintained by the
Company or an affiliated company (within the meaning of Section 414(b), (c),
(m), or (o) of the Code) for the year following the year of the withdrawal is
limited in accordance with Treasury Regulation section 1.401(k)-
1(d)(2)(iv)(B)(3).
3. No withdrawal may be made by a Participant during the period in which the
Plan Administrator is making a determination of whether a domestic relations
order affecting the Participant's Account is a qualified domestic relations
order, within the meaning of Section 414(p) of the Code. Further, if the Plan
Administrator is in receipt of a qualified domestic relations order with respect
to any Participant's Account, it may prohibit such Participant from making a
withdrawal until the alternate payee's rights under such order are satisfied.
4. The right to a hardship withdrawal and the amount thereof will be subject to
the approval of the Committee in accordance with (a) rules adopted by it and
uniformly applied on a non-discriminatory basis and (b) applicable law and
regulations.
No withdrawal will be permitted unless the amount to be withdrawn is at
least the lesser of $1,000 or 100% of the value of the Participant's Basic
Contributions and/or Rollover Contributions. The number of withdrawals for any
Participant shall be determined by the Committee for any Plan Year and all
Participants shall be treated in a uniform and non-discriminatory manner.
SECTION XI
LOANS
1. A Participant may request permission from the Committee, by completing the
appropriate form furnished by the Committee, to borrow all or a portion of such
Participant's Basic and Rollover Contributions under the Plan, provided such
loan or loans:
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(a) when added to the outstanding balance of any other loan
of such Participant previously made pursuant to this
Section XI, shall not exceed the lesser of (a) $50,000
(reduced by the excess, if any, of the highest
outstanding balance of loans from the Plan during the
one-year period ending on the day before the date on
which the loan is made over the outstanding balance of
loans from the Plan on the date on which the loan is
made), or (b) fifty percent (50%) of the Vested portion
of the Participant's Account;
(b) are available to all such Participants on a reasonably
equivalent basis (i.e., the Committee shall not unreasonably
discriminate among applicants on the basis of pay, sex or age,
but may make distinctions on the basis of credit-worthiness);
(c) are not made available to highly compensated employees in
an amount greater than the amount made available to other
employees (i.e., the Committee may lend the same
percentage of a Participant's Account balance to each
Participant but may not lend to a Participant who is
highly compensated a greater percentage of the Account
balance than to a Participant who is not highly
compensated);
(d) bear a rate of interest equal to the published "prime rate" in
effect for the Morgan Guaranty Trust Company (or such other
New York bank designated by the Company) on the inception date
of the loan;
(e) are adequately secured;
(f) are for a minimum of $1,000; and
(g) are required to be repaid within five years, except repayment
may be extended to 10 years in the case of a loan used to
acquire any dwelling unit which is to be used within a
reasonable time (determined at the time the loan is made) as a
principal residence of the Participant.
The Committee, in its sole discretion, in accordance with
rules adopted by it and uniformly applied on a non-discriminatory basis, may
grant such request. In such event the Committee shall be responsible for
complying with any legal requirements affecting said loan.
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2. As of each Valuation Date, there shall be deducted from the Accounts of a
Participant to whom a loan is made, an amount equal to the principal amount of
the loan. The loan shall thereafter be segregated and not treated as an
investment of the Funds from which the amount has been deducted. The Participant
may designate the Funds from which the loans will be deducted; subject, however,
to such uniform and nondiscriminatory restrictions as shall be imposed from time
to time by the Committee. Such designation of Funds to be borrowed against shall
be made at the time the Participant requests permission to borrow all or a
portion of the Participant's Account balance. Failing such designation, the
Committee shall have the right to make such designation.
3. Every loan applicant shall receive a clear statement of the charges involved
in each loan transaction. This statement shall include the dollar amount and the
annual interest rate of the finance charge.
4. Any such loan or loans shall be repaid by the Participant through payroll
deduction. Any repayments of principal and interest shall be credited to the
Funds as designated for investment at the time of such repayment, until the
aggregate amount of such credited amounts equal the total value which was
deducted when the loan was made. Interest shall be allocated to the Funds in the
same proportion as the principal payments. Failing such designation, the
Committee shall have the right to make such designation.
The loan or loans shall be evidenced by a promissory note and
shall be secured by the Participant's Account balance (or the portion thereof
permitted under applicable law) or such other collateral as may be suitable to
the Committee. In the event the Participant does not repay the loan within the
period certain, the Trustee may (to the extent permitted by applicable law), in
addition to any other legal remedies, direct the Participating Employer by whom
the Participant is employed to continue to withhold from the Participant's
wages, on a periodic basis, the unpaid amount of such loan. If the Participant
ceases to be an employee of a Participating Employer, the Trustee shall, to the
extent permitted by applicable law, deduct the unpaid amount of the loan, and
accrued interest thereon, from the benefits which become payable to or on behalf
of the Participant under the Plan. In the event the deducted amount is
insufficient to repay the entire loan outstanding, the Participant shall be
liable for paying any amounts still outstanding.
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5. Notwithstanding the foregoing, no loan shall be made to a Participant during
a period in which the Plan Administrator is making a determination of whether a
domestic relations order affecting the Participant's Account is a qualified
domestic relations order, within the meaning of Section 414(p) of the Code.
Further, if the Plan Administrator is in receipt of a qualified domestic
relations order with respect to any Participant's Account, it may prohibit such
Participant from obtaining a loan until the alternate payee's rights under such
order are satisfied.
6. Nothing in this Section XI shall preclude the Plan Administrator from
declaring a moratorium on the approval of loans or amending the amounts or
conditions applicable to the approval and repayment of such loans, subject to
applicable regulations issued by the Internal Revenue Service or the Department
of Labor.
SECTION XII
SECURITIES
1. The provisions of this Subsection (1) shall under all circumstances apply to
all shares of Company Stock, both common and convertible preferred stock, under
the Plan, including without limitation shares of Company common stock in the VF
Corporation Stock Fund. Each Participant (or beneficiary of a deceased
Participant) is, for purposes of this Subsection (1), hereby designated as a
"named fiduciary" (within the meaning of ERISA) with respect to the shares of
Company Stock allocated to his Account and to a pro rata portion of the
unallocated shares of Company Stock held in the Company Suspense Account and
shall have the right to direct the Trustee with respect to the vote of the
shares of Company Stock allocated to his or her Account, on each matter brought
before any meeting of the stockholders of the Company. Before each such meeting
of stockholders, the Company shall cause to be furnished to each Participant (or
beneficiary) a copy of the proxy solicitation material, together with a form
requesting confidential directions to the Trustee on how such shares of Company
Stock allocated to such Participant's (or beneficiary's) Account shall be voted
on each such matter. Upon timely receipt of such directions the Trustee shall on
each such matter vote as directed the number of shares (including fractional
shares) of Company Stock allocated to such Participant's (or beneficiary's)
Account, and the trustee shall have no discretion in such matter. The
instructions received by the Trustee from Participants (or beneficiaries) shall
be held by the Trustee in confidence and shall not be divulged or released to
any person, including the Plan Administrator or officers or employees of the
Company or any Subsidiary or Affiliated Company. The Trustee shall
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vote both allocated shares of Company Stock for which it has not received
direction, as well as unallocated shares, in the same proportion as directed
shares are voted, and the Trustee shall have no discretion in such matter. In
determining such proportion, the Trustee shall under all circumstances include
in its calculation the votes of Participants (or beneficiaries) on all shares
allocated to Participants' (or beneficiaries') Basic Accounts, Pre-ESOP
Matching Contributions Accounts, ESOP Accounts and ESOP Matching Contributions
Accounts, including shares of Company common and convertible preferred stock.
2. The provisions of this Subsection (2) shall under all circumstances apply to
all shares of Company Stock, both common and convertible preferred stock, under
the Plan, including without limitation shares of Company common stock in the VF
Corporation Stock Fund. The provisions of this Subsection (2) shall apply in the
event a tender or exchange offer including but not limited to a tender offer or
exchange offer within the meaning of the Securities Exchange Act of 1934, as
from time to time amended and in effect, (hereinafter, a "tender offer") for
Company Stock is commenced by a person or persons.
In the event a tender offer for Company Stock is commenced,
the Plan Administrator, promptly after receiving notice of the commencement of
any such tender offer, shall transfer certain of the Plan Administrator's record
keeping functions under the Plan to an independent record keeper (which if the
Trustee consents in writing, may be the Trustee). The functions so transferred
shall be those necessary to preserve the confidentiality of any directions given
by the Participants (or beneficiaries) in connection with the tender offer. The
Trustee shall have no discretion or authority to sell, exchange or transfer any
of such shares pursuant to such tender offer except to the extent, and only to
the extent, as provided in this Plan and the Trust agreement.
Each Participant (or beneficiary) is, for purposes of this
Subsection (2), hereby designated as a "named fiduciary" (within the meaning of
ERISA) with respect to the shares of Company Stock allocated to his Account and
to a pro rata portion of the unallocated shares of Company Stock held in the
Company Suspense Account and shall have the right, to the extent of the number
of whole shares of Company Stock allocated to his Account, to direct the Trustee
in writing as to the manner in which to respond to a tender offer with respect
to shares of Company Stock. The Company shall use its best efforts to timely
distribute or cause to be distributed to each Participant (or beneficiary) such
information
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as will be distributed to stockholders of the Company in connection with any
such tender offer. Upon timely receipt of such instructions, the Trustee shall
respond as instructed with respect to such shares of Company Stock. The
instructions received by the Trustee from Participants (or beneficiaries) shall
be held by the Trustee in confidence and shall not be divulged or released to
any person, including the Plan Administrator or officers or employees of the
Company or any Subsidiary or Affiliated Company. If the Trustee shall not
receive timely instruction from a Participant (or beneficiary) as to the manner
in which to respond to such a tender offer, the Trustee shall not tender or
exchange any shares of Company Stock with respect to which such Participant (or
beneficiary) has the right of direction, and the Trustee shall have no
discretion in such matter. Unallocated shares of Company Stock and fractional
shares of Company Stock allocated to Participants' (or beneficiaries') Accounts
shall be tendered or exchanged by the Trustee in the same proportion it tenders
or exchanges the shares with respect to which Participants (or beneficiaries)
have the right of direction, and the Trustee shall have no discretion in such
matter. In determining such proportion, the Trustee shall under all
circumstances include in its calculation the direction of Participants (or
beneficiaries) on all shares of Company Stock allocated to Participants' (or
beneficiaries') Basic Accounts, Pre- ESOP Matching Contributions Accounts, ESOP
Accounts and ESOP Matching Contributions Accounts, including shares of Company
common and convertible preferred stock.
The independent record keeper shall solicit confidentially
from each Participant (or beneficiary) the directions described in this
Subsection (2) as to whether shares are to be tendered. The independent record
keeper, if different from the Trustee, shall instruct the Trustee as to the
amount of shares to be tendered, in accordance with the above provisions.
SECTION XIII
DUTIES OF THE TRUSTEE
1. The assets of this Plan will be held by one or more Trustees selected by the
Committee.
2. The Company will enter into a trust agreement with one or more Trustees, and
each Trustee will receive contributions made by the Company and Participating
Employers and contributions made by Participants pursuant to the Plan and will
hold, invest, reinvest and distribute such amounts in accordance with the terms
and provisions of the trust agreement. Should there be two or more Trustees
separately handling different Participants' Accounts,
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references in this Plan to "the Trustee" shall be deemed to refer to each
Trustee in respect to the Accounts as to which it is acting as Trustee. The
Committee will determine the form and terms of such trust agreement(s) and may
modify such trust agreement(s) from time to time to accomplish the purposes of
this Plan.
3. The Trustee and the Company may by mutual agreement arrange for the
delegation by the Trustee to the Company or to the Committee of any of its
functions other than the investment, valuation, management and custody of
assets, the voting with respect to any securities (subject to the provisions of
Section XII regarding Company Stock), and the purchase and sale or redemption of
securities.
SECTION XIV
ADMINISTRATION
1. Fiduciary responsibilities with respect to the Plan are to be allocated to
Named Fiduciaries as set forth in this Section XIV. A Named Fiduciary will have
only those specific powers, duties, responsibilities and obligations as are
specifically given under this Plan or the trust agreement. It is intended that
each Named Fiduciary be responsible for the proper exercise of its own powers,
duties, responsibilities and obligations under this Plan and/or the trust
agreement, and generally will not be responsible for any act or failure to act
of another Named Fiduciary. A Named Fiduciary may delegate to any person or
entity, who may or may not be a Named Fiduciary, any of its powers or duties
under the Plan and/or the trust agreement; provided, however, that except for
the right to allocate or delegate such responsibility to an investment manager,
a Named Fiduciary who has the responsibility to control or manage assets under
the trust agreement may not allocate or delegate such responsibility to any
other person or entity.
2. The Board of Directors of the Company has the following powers and
responsibilities:
(a) to authorize and/or adopt amendments to the Plan;
(b) to terminate the Plan; and
(c) to appoint and approve members of the Committee, as set forth
in Subsection (3).
3. (a) The Committee will consist of three to five individuals
who will be appointed by and serve at the discretion of the
Board of Directors of the Company. One member of the
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Committee will act as Chairman of such Committee. Vacancies
will be filled in the same manner as appointments. Any member
of the Committee may resign by delivering a written
resignation to the Board of Directors, to become effective
upon delivery or at any other date specified therein.
(b) The members of the Committee will appoint a Secretary who may,
but need not be, a member of the Committee. The Committee may,
in writing, delegate some or all of its powers and
responsibilities as specified in (d) below to any other person
or entity, who may or may not be a Named Fiduciary.
(c) The Committee will hold meetings upon such notice, at
such time or times, and at such place or places as it may
determine. The majority of the members of the Committee
at the time in office will constitute a quorum for the
transaction of business at all meetings and a majority
vote of those present and constituting a quorum at any
meeting will be required for action. The Committee may
also act by written consent of a majority of its members.
(d) The Committee's powers and responsibilities include, but are
not limited to, the following:
(i) to construe the Plan, correct defects, supply
omissions and reconcile inconsistencies to the extent
necessary to administer the Plan, with any
instructions or interpretations of the Plan made in
good faith by the Committee to be final and
conclusive for all purposes;
(ii) to establish investment objectives with respect to
the investment of assets which are not held by an
investment company;
(iii) to add to or delete from the listing of separate
investment funds comprising the Fund;
(iv) to establish and maintain a funding policy necessary
to carry out the purposes of this Plan;
(v) to prepare periodic financial reports to the Board of
Directors of the Company which will show, in
reasonable detail, the assets and liabilities of
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the Plan and which will give an account of the
financial operations of the Plan;
(vi) to prepare periodic administration reports to the
Board of Directors which will show, in reasonable
detail, the administrative operations of the Plan;
(vii) to appoint and remove other Named Fiduciaries;
(viii) to amend the Plan without Board of Director action or
approval to conform Plan wording to required changes
in applicable law or regulations, provide
interpretative clarification and the like; provided,
however, that no such amendment shall be effective in
the absence of the prior unanimous written approval
of all members of the Committee;
(ix) to appoint and remove investment managers;
(x) to appoint and remove an independent auditor as
required under ERISA; and
(x) to act as the Plan Administrator or delegate plan
administration responsibilities.
The Committee shall have complete discretion in carrying out
its powers and responsibilities under the Plan, including without limitation
Subsections (3) and (4), and its exercise of discretion hereunder shall be final
and conclusive. 4. The following is applicable to the Committee acting as Plan
Administrator and to any individual or entity designated as the Plan
Administrator and to whom Plan Administrator responsibilities have been
delegated by the Committee.
(a) The Plan Administrator will be the Committee or an
individual or entity appointed by, and to serve at the
discretion of the Committee. A Plan Administrator
appointed by the Committee may resign by delivering a
written resignation to the Committee, to be effective on
delivery or at any other date specified therein. Upon
the resignation or removal of the Plan Administrator, a
successor Plan Administrator may be appointed by the
Committee.
(b) The Plan Administrator may, in writing, delegate some or all
of its powers and responsibilities as set forth in
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(c) below to any other person or entity, who may or may not be
a Named Fiduciary.
(c) The Plan Administrator will adopt such rules for
administration of the Plan as is considered desirable,
provided they do not conflict with the Plan. Records of
administration of the Plan will be kept, and Participants and
their Beneficiaries may examine records pertaining directly to
themselves. The Plan Administrator's powers and
responsibilities will include the following:
(i) to comply with any requirements of ERISA with
respect to filing reports with governmental
agencies;
(ii) to provide employees with any and all information
required by ERISA;
(iii) to coordinate any necessary audit process with
respect to reports on administration data; and
(iv) to conduct routine Plan administration.
5. The Committee will make all determinations as to the right of any person to a
benefit under the Plan. If the Committee denies in whole or part any claim for a
benefit under the Plan by a Participant or beneficiary, the Committee shall
furnish the claimant with notice of the decision not later than 90 days after
receipt of the claim, unless special circumstances require an extension of time
for processing the claim. If such an extension of time for processing is
required, written notice of the extension shall be furnished to the claimant
prior to the termination of the initial 90-day period. In no event shall such
extension exceed the period of 90 days from the end of such initial period. The
extension notice shall indicate the special circumstances requiring an extension
of time and the date by which the Committee expects to render the final
decision.
The written notice which the Committee shall provide to every
claimant who is denied a claim for benefits shall set forth in a manner
calculated to be understood by the claimant:
(a) the specific reason or reasons for the denial;
(b) specific reference to pertinent Plan provisions on which the
denial is based;
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(c) a description of any additional material or information necessary for
the claimant to perfect the claim and an explanation of why such
material or information is necessary; and
(d) appropriate information as to the steps to be taken if the claimant
wishes to submit the claim for review.
A claimant or authorized representative may request a review of the denied
claim. Such request shall be made in writing and shall be presented to the
Committee not more than 60 days after receipt by the claimant of written
notification of the denial of a claim. The claimant shall have the right to
review pertinent documents and to submit issues and comments in writing. The
claimant may, if desired, request a hearing before a decision is made, in which
case the Committee will conduct such a hearing within 60 days of the claimant's
request therefor. If a hearing is not requested by a claimant, the Committee
shall review the claim based upon the pertinent documents and upon the
consideration of such issues and comments as the claimant may direct in writing.
The Committee shall make their decision on review not later than 60 days after
receipt of the claimant's request for review, unless special circumstances (such
as the holding of a hearing at the claimant's request) require an extension of
time, in which case a decision shall be rendered as soon as possible but not
later than 120 days after receipt of the request for review. If an extension of
time for review is required because of the special circumstances, written notice
of the extension shall be furnished to the claimant prior to the commencement of
the extension. The decision on review shall be in writing and shall include
specific reasons for the decision, written in a manner calculated to be
understood by the claimant, and specific references to the pertinent Plan
provisions on which the decision is based, which decision shall be final and
binding upon the claimant.
6. The Named Fiduciaries may retain such counsel, actuarial, medical,
accounting, clerical and other services as they may require to carry out the
provisions and purposes of the Plan.
7. Named Fiduciaries under the Plan and the officers and managers and employees
of the Company will be entitled to rely upon all tables, valuations,
certificates, and reports furnished by any duly appointed auditor, or actuary,
upon all certificates and reports made by the Trustee, investment manager, or
any duly appointed accountant, and upon all opinions given by any duly appointed
legal counsel.
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8. Named Fiduciaries under the Plan, except the Trustee, will not receive any
compensation for their services as such.
9. A Named Fiduciary may not act, vote, or otherwise influence a decision
specifically relating to his or her own participation under the Plan.
10. No member of the Committee shall be personally liable by virtue of any
instrument executed by the member, or on the member's behalf, as a member of the
Committee. Neither the Company nor any of its officers or directors, nor any
member of the Committee, shall be personally liable for any action or inaction
with respect to any duty or responsibility imposed upon such person by the terms
of the Plan unless such action or inaction is judicially determined to be a
breach of that person's responsibility as a fiduciary with respect to the Plan
under any applicable law. The Company shall indemnify and hold harmless its
officers, directors, and each member of the Committee against any and all
claims, losses, damages, expenses (including attorney's fees), and liability
(including, in each case, amounts paid in settlement), arising from any action
or failure to act, except when the same is judicially determined to be due to
the gross negligence or willful misconduct of such Company officer, director or
member of the Committee. The foregoing right of indemnification shall be in
addition to any other rights to which any such person may be entitled as a
matter of law.
SECTION XV
MODIFICATION AND TERMINATION
1. The Company expects this Plan to be permanent, but as future conditions
cannot be foreseen, the Company reserves the right to terminate or suspend this
Plan at any time. The Company also reserves the right to amend or modify the
Plan from time to time, by action either of its Board of Directors or of the
Committee in accordance with Section XIV, Subsection (3)(d)(viii). Any such
termination or modification shall be effective at such date as specified in the
written instrument memorializing such action and may be effective as to all
Participating Employers, or as to one or more Participating Employers, and their
respective employees. The Company or its designee shall promptly give notice of
any such modification or termination to all Participating Employers and to its
and their respective employees affected thereby. A modification which affects
the rights or duties of the Trustee may be made only with the consent of the
Trustee. A modification may affect employees participating in this Plan at the
time thereof as
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well as future Participants but may not diminish the Account of any Participant
as of the effective date of such modification.
2. The Employee Retirement Income Security Act of 1974 exempts this Plan from
having to purchase plan termination insurance under Title IV of the Act.
3. Upon termination of this Plan, in whole or in part, with respect to any
Participating Employer, each Participant then participating or each such
Participant of the Participating Employer as to which this Plan is terminated,
as the case may be, shall be entitled to withdraw the value of his or her entire
Account, to the extent permitted by law.
4. Upon the complete discontinuance of contributions to the Plan by the Company
or by a Participating Employer on a permanent basis, any Participant affected by
such action shall be entitled to withdraw the full value of his or her entire
Account, other than amounts credited to his or her Basic Account, unless such
Participant has attained age 59 1/2.
5. Upon the complete or partial termination of the Plan, or complete
discontinuance of contributions, the Accounts of all affected Participants shall
be fully Vested.
6. Upon a complete termination of the Plan, or of the employee stock ownership
plan portion of the Plan, any unallocated Leveraged Shares shall be sold to the
Company or converted to Company common stock and then such Company common stock
shall be sold to the Company or on the open market. The proceeds of such sale
shall be used to satisfy any outstanding Acquisition Loan and the balance of any
funds remaining shall be allocated to each Participant's ESOP Account based on
the proportion that each such Participant's Earnings for the Plan Year bears to
the total of all Participants' Earnings for the Plan Year. Following such
allocation, a Participant may withdraw his or her entire account balance;
provided, however, that no amounts credited to his or her Basic Account may be
withdrawn if another defined contribution plan (other than an employee stock
ownership plan) is established or maintained (within the meaning of Code Section
401(k)(10)(A)(i)).
7. Notwithstanding any other provisions of this Plan, the provisions of this
Subsection (7) shall apply.
(a) Upon the occurrence of a Change in Control of the Company, as
defined in Subsection (8) below, the following provisions shall be applicable
for the period commencing on the
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date on which a Change in Control occurs and ending with the earlier of the
fifth anniversary of such date or the date on which all Leveraged Shares held in
a Section 415 Suspense Account or a Company Suspense Account have been fully
allocated to the ESOP Accounts of Participants (the "Change in Control Period"):
(i) Upon a Change in Control, the Company shall immediately
make a contribution to the Plan in an amount sufficient to
permit the Trustee to pay off all outstanding Acquisition
Loans.
(ii) The Trustee shall immediately use such contribution to
pay off all outstanding Acquisition Loans.
(iii) Leveraged Shares released from a Company Suspense
Account as a result of such prepayment of an Acquisition Loan
shall be allocated to the ESOP Accounts of Participants in
proportion to their Earnings for the Plan Year.
(iv) To the extent that such allocations of released Leveraged
Shares, together with other Annual Additions, would exceed the
limitations imposed by Section 415 of the Code for the
calendar year, such Leveraged Shares shall be reallocated
among other Participants to the maximum extent permitted.
(v) Any released Leveraged Shares which may not be allocated
to Participants' ESOP Accounts in the Plan Year in which the
Change in Control occurs shall be held in a Section 415
Suspense Account, pursuant to Treasury Regulation section
1.415-6(b)(6), and shall be allocated to Participants' ESOP
Accounts, in proportion to their Earnings, in each subsequent
calendar year to the maximum extent permitted by Section 415
of the Code.
(b) Following allocation to Participants' ESOP Accounts of all
Leveraged Shares released as a result of prepayment of all Acquisition Loans
pursuant to Subsections (7)(a)(i) and (ii) above, including shares held in a
Section 415 Suspense Account pursuant to Subsection (7)(a)(v) above,
Participants may withdraw their entire ESOP Account balances.
(c) The provisions of this Subsection (7) may not be amended during a
Change in Control Period without the written consent of a majority of both (i)
the Participants who were actively employed by all Participating Employers
immediately prior to the Change in
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Control, and (ii) the Participants who are actively employed by all
Participating Employers at the date of such amendment. A Participant shall not
be deemed to have consented to any amendments affecting this Subsection (7)
unless actual written consent is received by the Company.
(d) The Plan may not be terminated, nor may the Plan be merged or
consolidated with, nor may the assets of the Plan be transferred to, any other
plan during any period in which any shares are held in a Section 415 Suspense
Account.
8. "Change in Control of the Company" means a change in control of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A, as in effect on the date hereof, promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that,
without limitation, such a Change in Control shall be deemed to have occurred if
(a) any "Person" (as such term is used in Section 13(d) and Section 14(d) of the
Exchange Act), except for (i) those certain trustees under Deeds of Trust dated
August 21, 1951 and under the Will of John E. Barbey, deceased (a "Trust" or the
"Trusts"), and (ii) any employee benefit plan of the Company or any Subsidiary
of the Company, or any entity holding voting securities of the Company for or
pursuant to the terms of any such plan (a "Benefit Plan" or the "Benefit
Plans"), is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the Company's then outstanding securities; (b) there occurs a contested proxy
solicitation of the Company's shareholders that results in the contesting party
obtaining the ability to vote securities representing 30% or more of the
combined voting power of the Company's then outstanding securities; (c) there
occurs a sale, exchange, transfer or other disposition of substantially all of
the assets of the Company to another entity, except to an entity controlled
directly or indirectly by the Company, or a merger, consolidation or other
reorganization of the Company in which the Company is not the surviving entity,
or a plan of liquidation or dissolution of the Company other than pursuant to
bankruptcy or insolvency laws is adopted; or (d) during any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors of the Company cease for any reason to constitute at
least a majority thereof unless the election, or the nomination for election by
the Company shareholders, of each new director was approved by a vote of at
least two-thirds of the directors then still in office who were directors at the
beginning of the period. Notwithstanding the foregoing, a Change in Control of
the Company shall not be deemed to have occurred (i) in the event of a sale,
exchange, transfer or
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other disposition of substantially all of the assets of the Company to, or a
merger, consolidation or other reorganization involving the Company and officers
of the Company, or any entity in which such officers have, directly or
indirectly, at least a 5% equity or ownership interest or (ii) in a transaction
otherwise commonly referred to as a "management leveraged buy-out".
Subsection (8)(a) above to the contrary notwithstanding, a
Change in Control of the Company shall not be deemed to have occurred if a
Person becomes the beneficial owner, directly or indirectly, of securities of
the Company representing 20% or more of the combined voting power of the
Company's then outstanding securities solely as the result of an acquisition by
the Company of voting securities of the Company which, by reducing the number of
shares outstanding, increases the proportionate number of shares beneficially
owned by such Person to 20% or more of the combined voting power of the
Company's then outstanding securities; provided, however, that if a Person
becomes the beneficial owner of 20% or more of the combined voting power of the
Company's then outstanding securities by reason of share purchases by the
Company and shall, after such share purchases by the Company, become the
beneficial owner, directly or indirectly, of any additional voting securities of
the Company, then a Change in Control of the Company shall be deemed to have
occurred with respect to such Person under Subsection (8)(a) above.
Notwithstanding the foregoing, in no event shall a Change in Control of the
Company be deemed to occur under Subsection (8)(a) above with respect to any
Trust or Benefit Plan.
Subsections (8)(a) and (b) above to the contrary
notwithstanding, the Board of Directors of the Company may, by resolution
adopted by at least two-thirds of the directors who were in office at the date a
Change in Control occurred, declare that a Change in Control described in
Subsection (8)(a) or (8)(b) has become ineffective for purposes of this Plan if
the following conditions then exist: (x) the declaration is made within 120 days
of the Change in Control; and (y) no Person (as such term is used in
Section 13(d) and Section 14(d) of the Exchange Act), except for (i) the Trusts,
and (ii) the Benefit Plans, either is the beneficial owner, directly or
indirectly, of securities of the Company representing 10% or more of the
combined voting power of the Company's outstanding securities or has the ability
or power to vote securities representing 10% or more of the combined voting
power of the Company's then outstanding securities. If such a declaration shall
be properly made, the Change in Control shall be ineffective ab initio and the
provisions of Subsection (7) shall be inapplicable with respect to such
ineffective Change in Control.
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SECTION XVI
MERGER OF PLANS
1. The Plan may not merge or consolidate with, or transfer its assets or
liabilities to, any other plan unless each Participant in the Plan would (if the
Plan had then been terminated) receive a benefit immediately after the merger,
consolidation, or transfer which is not less than the benefit he or she would
have been entitled to receive immediately before the merger, consolidation, or
transfer (if the Plan had then been terminated).
2. If the Company or another Participating Employer disposes of any of its
assets, including without limitation the voting stock of a Subsidiary or
Affiliated Company, and if as a result of the disposition transaction, any
Participants in this Plan transfer to and become employees of the purchaser (or
remain employees of the Subsidiary or Affiliated Company, after a sale of the
voting stock of the Subsidiary or Affiliated Company), and if the purchaser
maintains or adopts a qualified defined contribution plan, then, upon the mutual
agreement between the Company (or where appropriate, a Subsidiary or Affiliated
Company) and the purchaser, each Account of each Participant who becomes an
employee of the purchaser (or who remains an employee of the Subsidiary or
Affiliated Company, after a sale of the voting stock of the Subsidiary or
Affiliated Company) shall be transferred to the trustee under the qualified
defined contribution plan of the purchaser in a direct plan-to-plan transfer.
3. If the Company or another Subsidiary or Affiliated Company that is a
Participating Employer acquires any assets of a seller, including without
limitation the voting stock of the seller, and if as a result of the acquisition
transaction, employees of the seller (or where appropriate, employees of the
seller's subsidiary or affiliated company, after a sale of the voting stock of
the subsidiary or affiliated company) transfer to or become employees of the
Company or of a Participating Employer, and if the seller or the seller's
subsidiary or affiliated company maintains a qualified defined contribution
plan, then, upon the mutual agreement between the Company and the seller, each
account of each employee of the seller (or where appropriate, employee of the
seller's subsidiary or affiliated company) who becomes an employee of the
Company (or where appropriate, who becomes an employee of a Subsidiary or
Affiliated Company that is a Participating Employer, after a sale of the voting
stock of the seller's subsidiary or affiliated company) shall be transferred to
the Trustee of the Plan from the qualified defined contribution plan maintained
by the seller (or
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where appropriate, the seller's subsidiary or affiliated company)
in a direct plan-to-plan transfer.
SECTION XVII
PARTICIPATING EMPLOYERS
1. Conditional upon prior approval by the Company, any corporation or business
entity which is a Subsidiary or Affiliated Company may participate in this Plan,
as a Participating Employer, provided it shall make, execute, and deliver such
instruments as the Company and the Trustee shall deem necessary or desirable,
and shall constitute the Company as its agent to act for it in all transactions
in which the Company believes such agency will facilitate the administration of
this Plan.
SECTION XVIII
CHANGE IN EMPLOYMENT CLASSIFICATION
1. A Participant's employment, for the purpose of this Plan, shall not be deemed
to have terminated, nor shall he or she be deemed to have become ineligible to
participate in this Plan, merely because of his or her transfer to a company or
business entity which is affiliated with the Company or with his or her
Participating Employer but which is not participating in this Plan, provided
that the Company or his or her Participating Employer, pursuant to its rules and
regulations, considers his or her service to be continuous.
2. In the event that a Participant ceases to be an eligible employee while
remaining in the employ of the Company or of a Subsidiary or Affiliated Company,
or while on an approved leave of absence, he or she shall make no further
contributions under Section IV, unless and until he or she shall again become an
eligible employee.
SECTION XIX
GENERAL PROVISIONS
1. Nothing contained herein will be deemed to give any employee the right to be
retained in the service of the Company or any Subsidiary or Affiliated Company
or to interfere with the rights of the Company or any Subsidiary or Affiliated
Company to discharge any employee at any time.
2. It is a condition of this Plan, and all rights of each Participant shall be
subject thereto, that no right or interest of
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any Participant under this Plan or in his or her Account shall be assignable or
transferable in whole or in part, either directly or by operation of law or
otherwise, including but without limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy, or in any other manner, subject, however, to
applicable law, but excluding devolution by death or mental incompetency, and no
right or interest of any Participant under this Plan or in his or her Account
shall be liable for or subject to any obligation or liability of such
Participant, subject, however, to applicable law. Notwithstanding the foregoing,
in the event that a qualified domestic relations order (as defined in Section
414(p) of the Code) is received by the Plan Administrator, benefits shall be
payable in accordance with such order and with Section 414(p) of the Code,
including payments prior to the date on which the Participant attains the
"earliest retirement age" under the Plan (as defined in Section 414(p) of the
Code). The amount payable to the Participant and to any other person other than
the alternate payee named in the order shall be adjusted accordingly.
3. Taxes, if any, upon or in respect to the Trust or any assets held by the
Trustee or income therefrom, which are payable by the Trustee, shall be charged
against the Participants' Accounts as the Trustee and the Company shall
determine.
4. To the extent that Pennsylvania law has not been preempted by ERISA, the
provisions of the Plan will be construed in accordance with the laws of the
Commonwealth of Pennsylvania.
5. Except as otherwise specifically provided herein, no part of the corpus or
income of the Trust will be used for, or diverted to, purposes other than the
exclusive benefit of Participants and their Beneficiaries.
6. If a Participant or Beneficiary entitled to receive any benefits hereunder is
a minor or is deemed by the Committee or is adjudged to be legally incapable of
giving valid receipt and discharge for such benefits, the benefits will be paid
to such persons as the Committee might designate or to the duly appointed
guardian.
SECTION XX
DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS
1. Direct Rollover Availability.
This Section XX applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan to the
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<PAGE> 71
contrary that would otherwise limit a distributee's election under this Section
XX, a distributee may elect, at the time and in the manner prescribed by the
Plan Administrator, to have any portion of an eligible rollover distribution
paid directly to an eligible retirement plan specified by the distributee in a
direct rollover.
2. Definitions.
(a) Eligible Rollover Distribution - An eligible
rollover distribution is any distribution of all or
any portion of the balance to the credit of the
distributee, except that an eligible rollover
distribution does not include: any distribution
that is one of a series of substantially equal
periodic payments (not less frequently than
annually) made for the life (or life expectancy) of
the distributee or the joint lives (or joint life
expectancies) of the distributee and the
distributee's designated beneficiary, or for a
specified period of ten years or more; any
distribution to the extent such distribution is
required under Code Section 401(a)(9); and the
portion of any distribution that is not includible
in gross income (determined without regard to the
exclusion for net unrealized appreciation with
respect to employer securities).
(b) Eligible Retirement Plan - An eligible
retirement plan is an individual retirement
account described in Code Section 408(a), an
individual retirement annuity described in
Code Section 408(b), an annuity plan described
in Code Section 403(a), or a qualified trust
described in Code Section 401(a), that accepts
the distributee's eligible rollover
distribution. However, in the case of an
eligible rollover distribution to the
surviving spouse, an eligible retirement plan
is an individual retirement account or
individual retirement annuity.
(c) Distributee - A distributee includes an employee or
former employee. In addition, the employee's or
former employee's surviving spouse and the employee's
or former employee's spouse or former spouse who is
the alternate payee
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<PAGE> 72
under a qualified domestic relations order, as
defined in Code Section 414(p), are distributees with
regard to the interest of the spouse or former
spouse.
(d) Direct Rollover - A direct rollover is a payment by
the Plan to the eligible retirement plan specified by
the distributee.
SECTION XXI
SECURITIES EXCHANGE ACT OF 1934 LIMITATIONS
1. Notwithstanding any contrary provision herein, effective September 1, 1994,
subject to approval by the Internal Revenue Service, the Plan shall be
interpreted consistent with the limitations imposed on "insiders" by the
Securities Exchange Act of 1934, as amended, and the Plan Administrator is
authorized to establish such rules and procedures, including imposing
limitations on "insiders", as it determines are necessary to comply with the
requirements of the Securities Exchange Act of 1934, as amended.
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<PAGE> 73
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN
FOR SALARIED EMPLOYEES
APPENDIX A (BASSETT-WALKER, INC.)
VF Corporation (the "Company") is the plan sponsor of the
VF Corporation Tax-Advantaged Savings Plan for Salaried Employees
(the "Plan"). The Company's wholly-owned subsidiary, Bassett-
Walker, Inc. ("Bassett-Walker"), is the plan sponsor of the
Employees' Savings Plan of Bassett-Walker, Inc. (the "Bassett-
Walker Savings Plan").
Pursuant to resolutions of the Executive Committee of the
Company's Board of Directors adopted as of December 11, 1997, and resolutions of
Bassett-Walker's Board of Directors adopted as of December 11, 1997:
1. Bassett-Walker is designated as and becomes a
Participating Employer in the Plan effective as of
January 1, 1998, so that employees of Bassett- Walker
who satisfy the eligibility conditions of the Plan
are eligible to participate in the Plan on and after
January 1, 1998; and
2. The portion of the Bassett-Walker Savings Plan
representing the accounts, assets and liabilities
of participants and beneficiaries whose employment
classification is (or was at the time of employment
termination) an eligible employment classification
under the Plan (the "Bassett-Walker Salaried
Savings Plan") is merged with and into the Plan,
effective as of December 31, 1997.
This Appendix A to the Plan, which is incorporated in and a
part of the Plan, specifies the terms and conditions of Plan participation by
eligible employees of Bassett-Walker, and of the Bassett-Walker Salaried Savings
Plan merger with and into the Plan, as follows:
a. Eligibility and Participation. Bassett-Walker's status as a
Participating Employer in the Plan commences on January 1, 1998. Any employee of
Bassett-Walker who satisfies all of the eligibility conditions of the Plan as of
January 1, 1998 may become a Participant in the Plan at any time thereafter, in
accordance with the Plan's provisions. Any employee of Bassett-Walker who
satisfies all of the Plan's eligibility conditions after January 1, 1998 shall
be treated in accordance with the Plan's provisions like
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<PAGE> 74
any other eligible employee of a Participating Employer in terms of eligibility
to become a Participant in the Plan.
b. Service. A Bassett-Walker employee's period of employment
by Bassett-Walker since the date that Bassett-Walker became a member of the
Company's controlled group shall be considered "Service" for purposes of and
within the meaning of Section III, Subsection (4) of the Plan. Such Service
shall be computed in accordance with Section III of the Plan.
c. Vesting Service. All of a Bassett-Walker employee's
"Service" (determined in accordance with item b. above) occurring on or after
January 1, 1985 shall be considered "Vesting Service" for purposes of and within
the meaning of Section III, Subsection (2) of the Plan. Such Vesting Service
shall be computed in accordance with Section III of the Plan.
d. Merged Accounts/Vesting. If a Bassett-Walker employee is in
active service with Bassett-Walker as of December 31, 1997, his or her account
transferred to the Plan in connection with the merger of the Bassett-Walker
Salaried Savings Plan with and into the Plan shall be considered 100% Vested
under this Plan. Other Bassett-Walker Salaried Savings Plan participants'
accounts transferred to the Plan shall retain their vested status as determined
under the Bassett-Walker Savings Plan.
e. "After-Tax" Funds. Notwithstanding Section X, Subsection
(1) of the Plan, the Plan shall accept and hold after-tax contributions and
amounts attributable thereto (collectively, "after-tax funds") solely as part of
the accounts transferred to the Plan in connection with the merger of the
Bassett-Walker Salaried Savings Plan with and into the Plan. The Plan shall
accept and hold no other after-tax funds, except as otherwise specifically
provided in the Plan.
f. Preservation of "Optional Forms of Benefit". It is intended
that all "optional forms of benefit" within the meaning of Section 411(d)(6)(B)
of the Code available under the Bassett-Walker Savings Plan to the accounts
transferred to the Plan in connection with the merger of the Bassett-Walker
Salaried Savings Plan with and into the Plan shall be preserved and made
available to such transferred accounts under this Plan. If any such optional
form of benefit is not specified in this Appendix A, the omission shall be
considered inadvertent and such optional form of benefit shall be deemed
included herein and available to the transferred accounts under this Plan. The
Plan shall be construed and administered in accordance with this intention to
preserve all optional forms of
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<PAGE> 75
benefit. In furtherance of such intention, the Plan shall apply the optional
forms of benefit available under the Bassett-Walker Savings Plan to the accounts
transferred from the Bassett-Walker Savings Plan in connection with the merger
transaction (and solely to those transferred accounts), including, without
limitation, as follows:
i. Normal Form. The normal form of benefit
payments shall be a lump sum. In accordance
with Section IX, Subsection (2)(a)(i) of the
Plan, the Participant may elect that the
lump-sum payment be in Company common stock
up to the number of full shares then
reflected in the portion of the VF Stock
Fund allocated to such Participant and the
balance in cash, or a lesser number of
shares of Company common stock and the
balance in cash.
ii. Optional Form. In lieu of receiving payment
in a lump sum in accordance with clause i.
above, a Participant may elect, in writing
on a form prescribed by the Committee, that
benefit payments be paid in monthly,
quarterly, semi-annual or annual
installments over a period not to exceed the
lesser of ten (10) years or the life
expectancy of the Participant or the life
expectancies of the Participant and
designated Beneficiary.
iii. Withdrawal of Additional Prior After-Tax and
After-Tax Additional Contributions. With
thirty (30) days written notice to the
Committee, a Participant may request a
withdrawal of all or a portion of his or her
account under the Plan transferred from the
Bassett-Walker Savings Plan attributable to
first, his or her additional Prior After-Tax
Contributions (as defined in the Bassett-
Walker Savings Plan) and second, his or her
After-Tax Additional Contributions (as
defined in the Bassett-Walker Savings Plan).
Payment of such amount shall be in a lump
sum as soon as reasonably possible after the
first of the month coincident with or next
following the date the Committee receives
the withdrawal request. Amounts withdrawn
pursuant to this clause iii. may not be
repaid to the Plan.
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<PAGE> 76
iv. Withdrawal of Basic Prior After-Tax and
After- Tax Basic Contributions. With thirty
(30) days written notice to the Committee, a
Participant may request a withdrawal of all
or a portion of his or her account under the
Plan transferred from the Bassett-Walker
Savings Plan attributable to first, his or
her basic Prior After-Tax Account (as
defined in the Bassett-Walker Savings Plan)
and second, his or her After-Tax Basic
Account (as defined in the Bassett-Walker
Savings Plan). A withdrawal under this
clause iv. shall not, however, be available
until the Participant has first withdrawn
the entire amount available pursuant to
clause iii. above. Payment of such amount
shall be in a lump sum as soon as reasonably
possible after the Committee receives the
withdrawal request. Amounts withdrawn
pursuant to this clause iv. may not be
repaid to the Plan.
* * *
The provisions of the Plan are modified to conform with this
Appendix A, but in all other respects the provisions of the Plan are to be and
shall remain in full force and effect.
-4-
<PAGE> 1
EXHIBIT 5.3
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
31 HOPKINS PLAZA
BALTIMORE, MD 21201-0000
Employer Identification Number:
23-1180120
VF CORPORATION File Folder Number:
c/o George W. Braun, Esquire, c/o 521047037
Clark, Ladner, Fortenbaugh & Young Person to Contact:
2005 Market Street, 22nd Floor BILL WILLIAMS
Philadelphia, PA 19103 Contact Telephone Number:
(215) 597-8958
Plan Name:
VF CORPORATION TAX-ADVANTAGED
SAVINGS PLAN FOR SALARIED EMPLOYEES
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated November 13, 1994. The proposed
amendments should be adopted on or before the date prescribed by the regulations
under Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on
September 23, 1994.
<PAGE> 2
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely, yours,
/s/ Paul M. [illegible]
District Director
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 of our report dated
February 5, 1998, on our audits of the consolidated financial statements of VF
Corporation as of January 3, 1998 and January 4, 1997, and for each of the three
fiscal years in the period ended January 3, 1998, appearing on page 33 of the
1997 Annual Report to Shareholders, which is incorporated by reference in the
1997 VF Corporation Annual Report on Form 10-K. We also consent to the
incorporation by reference in this Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 of our report dated February 5, 1998 on our
audits of the consolidated financial statement schedule of VF Corporation as of
January 3, 1998 and January 4, 1997, and for each of the three fiscal years in
the period ended January 3, 1998, which report is included in the VF Corporation
1997 Annual Report on Form 10-K.
PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
July 21, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 of our report dated March
20, 1998 on our audits of the financial statements of the VF Corporation
Tax-Advantaged Savings Plan for Salaried Employees as of December 31, 1997 and
December 31, 1996 and for each of the three years in the period ended December
31, 1997, which report is included in the V.F. Corporation 1997 Annual Report on
Form 11-K, which is filed as Exhibit 99(A) to the VF Corporation 1997 Annual
Report on Form 10-K.
PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
July 21, 1998
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned V.F. Corporation,
a corporation organized and existing under the laws of the Commonwealth of
Pennsylvania ("VF"), and the undersigned directors and officers of VF hereby
constitute and appoint M.J. McDonald and C.S. Cummings, and each of them,
severally, his or her true and lawful attorneys and agents at any time and from
time to time to do any and all acts and things and execute in his or her name
(whether on behalf of VF, or by attesting the seal of VF or otherwise), any and
all instruments and documents which said attorneys and agents, or any of them,
may deem necessary or advisable and may be required to enable VF and the
Tax-Advantaged Savings Plan for Salaried Employees (the "Plan") to comply with
the Securities Act of 1933, as amended, and any rules, regulations or
requirements of the Securities and Exchange Commission ("Commission") in respect
thereof, in connection with the Plan and shares of Common Stock of VF offered
pursuant to or in connection with the Plan, including specifically, but without
limiting the generality of the foregoing, power of attorney to sign the name of
VF and affix the corporate seal and to sign the names of the undersigned
directors and officers to all registration statements, and all amendments and
supplements thereto, on Form S-8 or S-8/S-3 or on any other appropriate Form,
hereafter filed with the Commission and all instruments or documents filed as a
part thereof or in connection therewith, and each of the undersigned hereby
ratifies and confirms all that said attorneys, agents, or any of them, shall do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed to these
presents as of the 21st day of July, 1998.
ATTEST: V.F. CORPORATION
/s/ Candace S. Cummings By: /s/ Mackey J. McDonald
- ------------------------------- ----------------------------
Candace S. Cummings Mackey J. McDonald
Vice President - Administration, President and Chief
General Counsel and Secretary Executive Officer
Principal Executive Officer: Principal Financial and
Accounting Officer:
/s/ Mackey J. McDonald /s/ Robert K. Shearer
- ------------------------------- ----------------------------
Mackey J. McDonald Robert K. Shearer
President and Chief Vice President - Finance and
Executive Officer Chief Financial Officer
<PAGE> 2
/s/ Edward E. Cruchfield /s/ Ursula F. Fairbairn
- ------------------------------- -----------------------------
Edward E. Crutchfield, Director Ursula F. Fairbairn, Director
/s/ Barbara S. Feigin /s/ George Fellows
- ------------------------------- -----------------------------
Barbara S. Feigin, Director George Fellows, Director
/s/ Robert J. Hurst /s/ William E. Pike
- ------------------------------- -----------------------------
Robert J. Hurst, Director William E. Pike, Director
/s/ Mackey J. McDonald /s/ M. Rust Sharp
- ------------------------------- -----------------------------
Mackey J. McDonald, Director M. Rust Sharp, Director
/s/ Lawrence R. Pugh /s/ L. Dudley Walker
- ------------------------------- -----------------------------
Lawrence R. Pugh, Director L. Dudley Walker, Director
/s/ Robert D. Buzzell
- -------------------------------
Robert D. Buzzell, Director
