As filed with the Securities and Exchange Commission on May __, 1995
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
PHILLIPS-VAN HEUSEN CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 13-1166910
(State of incorporation) (I.R.S Employer
Identification Number)
1290 Avenue of the Americas
New York, New York 10104
(Address of principal executive offices)
___________________
Voluntary Investment Plan of Phillips-Van Heusen Corporation
(Crystal Brands Division)
(Full title of the plan)
___________________
Eugene O. Kessler Copy to:
1290 Avenue of the Americas Edward H. Cohen, Esq.
New York, New York 10104 Rosenman & Colin
(212) 468-7180 575 Madison Avenue
(Name, address and telephone New York, New York 10022
number of agent for service) (212) 940-8580
CALCULATION OF REGISTRATION FEE
Title of Proposed maximum Proposed maximum Amount of
securities to Amount to be offering price aggregate offering registration
be registered registered per share* price* fee
Common Stock,
par value $1.00
per share...... 25,000 $14.81 $370,250 $128.00
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
*Estimated solely for the purpose of calculating the registration fee;
computed, pursuant to Rule 457(c), upon the basis of the average of the high
and low prices of the Common Stock as quoted on the New York Stock Exchange
on May 2, 1995.
___________________
The Exhibit Index required by Item 601 of Regulation S-K is located at
page 15 of the sequential numbering system appearing in the manually
signed copy of this Registration Statement, totalling 143 pages, filed
with the Securities and Exchange Commission.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Phillips-Van Heusen Corporation (the "Company") is subject to
the informational requirements of the Securities Exchange Act of
1934 (the "Exchange Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, or
portions thereof, filed by the Company with the Commission pursuant
to the Exchange Act (File No. 1-724) are incorporated in this
Registration Statement by reference:
a. The Company's Annual Report on Form 10-K for the fiscal
year ended January 29, 1995, as filed with the Commission
on May 1, 1995.
b. The Company's Current Report on Form 8-k, as amended as
filed with the Commission on March 6, 1995 and April 28,
1995, respectively.
c. The information in respect of the Company's capital stock
under the caption "Description of Capital Stock"
contained in the Company's Registration Statement on Form
S-3 (Registration No. 33-46770) filed with the Commission
on March 27, 1992.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment hereto indicating that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part of this Registration Statement from the respective dates
of filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The By-Laws of the Company provide that the Company may
indemnify any person to the full extent permitted by the Delaware
General Corporation Law (the "GCL"). Section 145 of the GCL, the
law of the state in which the Company is incorporated, empowers a
corporation within certain limitations to indemnify any person
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him
in connection with any suit or proceeding to which he is a party 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, as long as he acted in good faith and in a manner which
he reasonably believed to be in, or not opposed to, the best
interests of the corporation. With respect to any criminal
proceeding, he must have had no reasonable cause to believe his
conduct was unlawful. In addition, the Certificate of Incorpor-
ation of the Company provides for a director or officer to be
indemnified unless his acts (i) constituted a breach of his
<PAGE>
fiduciary duties to the Company or its stockholders, (ii) were
committed in bad faith or were the result of active or deliberate
dishonesty, (iii) violated Section 174 of the GCL or (iv) resulted
in a personal gain or financial profit or other advantage to which
he is not legally entitled. The Company also has in effect
directors' and officers' liability insurance.
ITEM 8. EXHIBITS
Exhibit No. Description
*4(a) Form of Voluntary Investment Plan (the "Plan") of
Phillips-Van Heusen Corporation (Crystal Brands
Division).
4(b) Certificate of Incorporation (incorporated by
reference to Exhibit 5 to the Company's Annual
Report on Form 10-K for the fiscal year ended
January 29, 1977).
4(c) Amendment to Certificate of Incorporation filed
June 2, 1987 (incorporated by reference to Exhibit
3(c) to the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1988).
4(d) Amendment to Certificate of Incorporation filed
June 1, 1993 (incorporated by reference to Exhibit
3.5 to the Company's Annual Report on Form 10-K for
the fiscal year ended January 30, 1994).
4(e) By-Laws of the Company (incorporated by reference
to Exhibit 6 to the Company's Annual Report on Form
10-K for the fiscal year ended January 29, 1977).
4(f) Amendment to Section 4 of Article II of the By-Laws
of the Company (incorporated by reference to
Exhibit 28.3 to the Company's Report on Form 8-K
filed September 5, 1987).
4(g) Preferred Stock Purchase Rights Agreement (the
"Rights Agreement"), dated June 10, 1986 between
the Company and The Chase Manhattan Bank, N.A.
(incorporated by reference to Exhibit 3 to the
Company's Quarterly Report as filed on Form 10-Q
for the period ended May 4, 1986).
4(h) Amendment to the Rights Agreement, dated March 31,
1987 between the Company and The Chase Manhattan
Bank, N.A. (incorporated by reference to Exhibit
4(c) to the Company's Annual Report on Form 10-K
for the year ended February 2, 1987).
<PAGE>
4(i) Supplemental Rights Agreement and Second Amendment
to the Rights Agreement, dated as of July 30, 1987,
between the Company and The Chase Manhattan Bank,
N.A. (incorporated by reference to Exhibit (c)(4)
to the Company's Schedule 13E-4, Issuer Tender
Offer Statement, dated July 31, 1987).
4(j) Specimen of common stock certificate of the Company
(incorporated by reference to Exhibit 4 to the
Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1981).
5(a) Opinion of Rosenman & Colin regarding the legality
of the securities upon their sale.
See Item 9 Paragraph 4 for an undertaking with
respect to the Plan.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Rosenman & Colin (included in Exhibit
5(a)).
Filed herewith
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes: (a) to
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution
of the securities being registered hereby not previously disclosed
in this registration statement or any material change to such
information in this registration statement; (b) that, for the
purpose of determining any liability under the Securities Act of
1933 (the "Securities Act"), 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; and (c) 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.
2. The undersigned registrant hereby undertakes that, for
purposes of determining liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act that is incorporated by reference in
this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein,
<PAGE>
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the undersigned registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised
that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnifi-
cation 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 Securities Act and will be governed by the final adjudication
of such issue.
4. The undersigned registrant hereby undertakes that, it
shall submit the Plan and any amendments to the Plan to the
Internal Revenue Service ("IRS") in a timely manner and shall make
all changes required by the IRS in order to qualify the Plan.
<PAGE>
SIGNATURES
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 the City
of New York, State of New York, on this 1st day of May, 1995.
PHILLIPS-VAN HEUSEN CORPORATION
(Registrant)
By Bruce J. Klatsky
Bruce J. Klatsky
Chairman
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 date indicated.
Signature
Bruce J. Klatsky Date: May 1, 1995
Bruce J. Klatsky
Chairman, President, Chief
Executive Officer and Director of
Phillips-Van Heusen Corporation
Irwin W. Winter Date: May 1, 1995
Irwin W. Winter
Vice President-Finance, Chief
Financial officer and Director
of Phillips-Van Heusen Corporation
Emanuel Chirico Date: May 1, 1995
Emanuel Chirico
Vice President and Corporate
Controller (Chief Accounting
officer) of Phillips-Van Heusen
Corporation
Edward H. Cohen Date: May 1, 1995
Edward H. Cohen
Director of Phillips-Van Heusen
Corporation
<PAGE>
Estelle Ellis Date: May 1, 1995
Estelle Ellis
Director of Phillips-Van Heusen
Corporation
Joseph B. Fuller Date: May 1, 1995
Joseph B. Fuller
Director of Phillips-Van Heusen
Corporation
Harry N.S. Lee Date: May 1, 1995
Harry N.S. Lee
Director of Phillips-Van Heusen
Corporation
Maria Elena Lagomasino Date: May 1, 1995
Maria Elena Lagomasino
Director of Phillips-Van Heusen
Corporation
Bruce Maggin Date: May 1, 1995
Bruce Maggin
Director of Phillips-Van Heusen
Corporation
Ellis E. Meredith Date: May 1, 1995
Ellis E. Meredith
Director of Phillips-Van Heusen
Corporation
Date: May __, 1995
Steven L. Osterweis
Director of Phillips-Van Heusen
Corporation
Date: May __, 1995
William S. Scolnick
Director of Phillips-Van Heusen
Corporation
Peter J. Solomon Date: May 1, 1995
Peter J. Solomon
Director of Phillips-Van Heusen
Corporation
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
the committee members have duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on May 1,
1995.
VOLUNTARY INVESTMENT PLAN
OF PHILLIPS-VAN HEUSEN
CORPORATION (CRYSTAL BRANDS
DIVISION)
By Pamela N. Hootkin
Pamela N. Hootkin
Committee Member
<PAGE>
EXHIBIT INDEX
Document Page
Number
4(a) Form of Voluntary Investment Plan of
Phillips-Van Heusen Corporation (Crystal
Brands Division.
4(b) Certificate of Incorporation (incorporated by
reference to Exhibit 5 to the Company's
Annual Report on Form 10-K for the fiscal
year ended January 29, 1977).
4(c) Amendment to Certificate of Incorporation
filed June 2, 1987 (incorporated by reference
to Exhibit 3(c) to the Company's Annual
Report on Form 10-K for the fiscal year ended
January 31, 1988).
4(d) Amendment to Certificate of Incorporation
filed June 1, 1993 (incorporated by reference
to Exhibit 3.5 to the Company's Annual Report
on Form 10-K for the fiscal year ended
January 30, 1994).
4(e) By-Laws of the Company (incorporated by
reference to Exhibit 6 to the Company's
Annual Report on Form 10-K for the fiscal
year ended January 29, 1977).
4(f) Amendment to Section 4 of Article II of the
By-Laws of the Company (incorporated by
reference to Exhibit 28.3 to the Company's
Report on Form 8-K filed September 5, 1987).
4(g) Preferred Stock Purchase Rights Agreement
(the "Rights Agreement"), dated June 10, 1986
between the Company and The Chase Manhattan
Bank, N.A. (incorporated by reference to
Exhibit 3 to the Company's quarterly Report
as filed on Form 10-Q for the period ended
May 4, 1986).
4(h) Amendment to the Rights Agreement, dated
March 31, 1987 between the Company and The
Chase Manhattan Bank, N.A. (incorporated by
reference to Exhibit 4(c) to the Company's
Annual Report on Form 10-K for the year ended
February 2, 1987).
4(i) Supplemental Rights Agreement and Second
Amendment to the Rights Agreement, dated as
of July 30, 1987, between the Company and The
Chase Manhattan Bank, N.A. (incorporated by
reference to Exhibit (c)(4) to the Company's
Schedule 13E-4, Issuer Tender Offer
Statement, dated July 31, 1987).
<PAGE>
4(j) Specimen of common stock certificate of the
Company (incorporated by reference to Exhibit
4 to the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1981).
5(a) Opinion of Rosenman & Colin regarding the
legality of the securities upon their sale.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Rosenman & Colin (included in
Exhibit 5(a)).
Filed herewith
VOLUNTARY INVESTMENT PLAN
OF
PHILLIPS-VAN HEUSEN CORPORATION
CRYSTAL BRANDS DIVISION
As Amended and Restated Effective as of July 1, 1995
TABLE OF CONTENTS
Page
ARTICLE I Definitions . . . . . . . . . . . . . . . . . . . . 3
1.01 Account. . . . . . . . . . . . . . . . . . . . . . . . . 3
1.02 Account Balance Transfer Election. . . . . . . . . . . . 4
1.03 Additional Contribution. . . . . . . . . . . . . . . . . 4
1.04 Adjusted Maximum Before Tax Percentage . . . . . . . . . 4
1.05 Adjusted Maximum Contribution Percentage . . . . . . . . 4
1.06 Adjusted Non-Forfeited Amount. . . . . . . . . . . . . . 4
1.07 Affiliated Corporation . . . . . . . . . . . . . . . . . 5
1.08 After Tax Account. . . . . . . . . . . . . . . . . . . . 5
1.09 After Tax Contribution . . . . . . . . . . . . . . . . . 5
1.10 Amendment Date . . . . . . . . . . . . . . . . . . . . . 5
1.11 Anniversary Date . . . . . . . . . . . . . . . . . . . . 6
1.12 Annuity Benefit Amount . . . . . . . . . . . . . . . . . 6
1.13 Associate. . . . . . . . . . . . . . . . . . . . . . . . 6
1.14 Before Tax Account . . . . . . . . . . . . . . . . . . . 6
1.15 Before Tax Contribution. . . . . . . . . . . . . . . . . 7
1.16 Before Tax Percentage. . . . . . . . . . . . . . . . . . 7
1.17 Beneficiaries. . . . . . . . . . . . . . . . . . . . . . 7
1.18 Board. . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.19 Break Year . . . . . . . . . . . . . . . . . . . . . . . 8
1.20 Business Day . . . . . . . . . . . . . . . . . . . . . . 9
1.21 Change in Control. . . . . . . . . . . . . . . . . . . . 9
1.22 Code . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1.23 Committee. . . . . . . . . . . . . . . . . . . . . . . . 10
1.24 Compensation . . . . . . . . . . . . . . . . . . . . . . 11
1.25 Contribution Limit . . . . . . . . . . . . . . . . . . . 11
1.26 Contribution Percentage. . . . . . . . . . . . . . . . . 12
1.27 Credited Employment Year . . . . . . . . . . . . . . . . 12
1.28 Credited Vesting Year. . . . . . . . . . . . . . . . . . 12
1.29 Domestic Relations Order . . . . . . . . . . . . . . . . 13
1.30 Eligible Associate . . . . . . . . . . . . . . . . . . . 13
<PAGE>
1.31 Eligible Payor Plan. . . . . . . . . . . . . . . . . . . 14
1.32 Eligible Receptacle Plan . . . . . . . . . . . . . . . . 14
1.33 Eligible Rollout Distribution. . . . . . . . . . . . . . 14
1.34 Eligible Rollover Distribution . . . . . . . . . . . . . 15
1.35 Employer . . . . . . . . . . . . . . . . . . . . . . . . 15
1.36 Employment Year. . . . . . . . . . . . . . . . . . . . . 15
1.37 Entry Date . . . . . . . . . . . . . . . . . . . . . . . 16
1.38 Exchange Act . . . . . . . . . . . . . . . . . . . . . . 16
1.39 Fixed Income Fund. . . . . . . . . . . . . . . . . . . . 16
1.40 Former Participant . . . . . . . . . . . . . . . . . . . 16
1.41 Fund . . . . . . . . . . . . . . . . . . . . . . . . . . 17
1.42 Highly Compensated Associate . . . . . . . . . . . . . . 17
1.43 Highly Compensated Participant . . . . . . . . . . . . . 17
1.44 Holding Account. . . . . . . . . . . . . . . . . . . . . 17
1.45 Hour of Service. . . . . . . . . . . . . . . . . . . . . 17
1.46 Initial Payment Date . . . . . . . . . . . . . . . . . . 19
1.47 Investment Election. . . . . . . . . . . . . . . . . . . 20
1.48 Key Associate. . . . . . . . . . . . . . . . . . . . . . 21
1.49 Limitation Compensation. . . . . . . . . . . . . . . . . 21
1.50 Matching Contribution. . . . . . . . . . . . . . . . . . 21
1.51 Matching Contribution. . . . . . . . . . . . . . . . . . 21
1.52 Maternity/Paternity Leave of Absence . . . . . . . . . . 22
1.53 Maximum Before Tax Percentage. . . . . . . . . . . . . . 22
1.54 Maximum Contribution Percentage. . . . . . . . . . . . . 22
1.55 Non-Transferable Account . . . . . . . . . . . . . . . . 24
1.56 Non-Vested Percentage. . . . . . . . . . . . . . . . . . 24
1.57 Normal Retirement Date . . . . . . . . . . . . . . . . . 24
1.58 Original Payee . . . . . . . . . . . . . . . . . . . . . 24
1.59 Originating Participant. . . . . . . . . . . . . . . . . 24
1.60 Palm Beach Retirement Contributions Account. . . . . . . 25
1.61 Participant. . . . . . . . . . . . . . . . . . . . . . . 25
1.62 Payroll Authorization. . . . . . . . . . . . . . . . . . 25
1.63 Payroll Contribution . . . . . . . . . . . . . . . . . . 25
1.64 Pension Act. . . . . . . . . . . . . . . . . . . . . . . 25
1.65 Permanent Disability . . . . . . . . . . . . . . . . . . 25
1.66 Plan Year. . . . . . . . . . . . . . . . . . . . . . . . 26
1.67 Pre-Amendment Plan . . . . . . . . . . . . . . . . . . . 26
1.68 Predecessor Employer . . . . . . . . . . . . . . . . . . 26
1.69 Prior Valuation Date . . . . . . . . . . . . . . . . . . 26
1.70 Prohibited Plan. . . . . . . . . . . . . . . . . . . . . 26
1.71 PVH Common Stock . . . . . . . . . . . . . . . . . . . . 27
1.72 PVH Fund . . . . . . . . . . . . . . . . . . . . . . . . 27
1.73 QDRO Payee . . . . . . . . . . . . . . . . . . . . . . . 27
1.74 Qualified Domestic Relations Order . . . . . . . . . . . 27
1.75 Qualifying Vesting Break . . . . . . . . . . . . . . . . 27
1.76 Related Associate. . . . . . . . . . . . . . . . . . . . 27
1.77 Related Defined Benefit Plan . . . . . . . . . . . . . . 28
1.78 Related Defined Contribution Plan. . . . . . . . . . . . 28
1.79 Required Beginning Date. . . . . . . . . . . . . . . . . 28
1.80 Rollover Account . . . . . . . . . . . . . . . . . . . . 28
1.81 Rollover Contribution. . . . . . . . . . . . . . . . . . 29
1.82 Secretary's Limitation Amount. . . . . . . . . . . . . . 29
1.83 Section 415 Affiliate. . . . . . . . . . . . . . . . . . 29
<PAGE>
1.84 Section 16(b) Participant. . . . . . . . . . . . . . . . 29
1.85 Spouse . . . . . . . . . . . . . . . . . . . . . . . . . 29
1.86 Stock Payment Election . . . . . . . . . . . . . . . . . 30
1.87 Suspense Account . . . . . . . . . . . . . . . . . . . . 30
1.88 Suspense Vested Portion. . . . . . . . . . . . . . . . . 30
1.89 Taxable Year . . . . . . . . . . . . . . . . . . . . . . 31
1.90 Termination Date . . . . . . . . . . . . . . . . . . . . 31
1.91 Top Heavy Contribution . . . . . . . . . . . . . . . . . 31
1.92 Top Heavy Year . . . . . . . . . . . . . . . . . . . . . 31
1.93 Trust. . . . . . . . . . . . . . . . . . . . . . . . . . 32
1.94 Trust Agreement. . . . . . . . . . . . . . . . . . . . . 32
1.95 Trustee. . . . . . . . . . . . . . . . . . . . . . . . . 32
1.96 Trust Fund . . . . . . . . . . . . . . . . . . . . . . . 33
1.97 Valuation Date . . . . . . . . . . . . . . . . . . . . . 33
1.98 Value. . . . . . . . . . . . . . . . . . . . . . . . . . 33
1.99 Vested Account . . . . . . . . . . . . . . . . . . . . . 33
1.100 Vested Percentage . . . . . . . . . . . . . . . . . . . 33
1.101 Withdrawal. . . . . . . . . . . . . . . . . . . . . . . 34
ARTICLE II Eligibility; Participation . . . . . . . . . . . . 34
2.01 Pre-Amendment Date Participants. . . . . . . . . . . . . 34
2.02 General Participation Rule. . . . . . . . . . . . . . . 35
2.03 Participation Rule with Respect to Transferred and
Rehired Associates.. . . . . . . . . . . . . . . . . . . 35
2.04 Election to Participate. . . . . . . . . . . . . . . . . 36
ARTICLE III Payroll Authorizations; Payroll Contributions . . 36
3.01 (a) Initial Payroll Authorization. . . . . . . . . . . 36
(b) Amendments of Payroll Authorization . . . . . . . . 37
(c) Suspensions of Payroll Authorization. . . . . . . . 38
(d) Limitations on Contributions. . . . . . . . . . . . 39
3.02 Withholding and Payment of Payroll Contributions to
Trustee; Credits to Accounts . . . . . . . . . . . . . . 39
3.03 Additional Contributions . . . . . . . . . . . . . . . . 40
3.04 Distribution of Excess Before Tax Contributions. . . . . 41
ARTICLE IV Employers' Contributions . . . . . . . . . . . . . 43
4.01 Employers' Obligation to Make Matching Contributions . . 43
4.02 Credit of Matching Contributions to Accounts . . . . . . 43
4.03 Employers' Obligation to Make Top Heavy Contributions. . 44
4.04 Credit of Top Heavy Contributions to Accounts. . . . . . 45
ARTICLE V Testing and Limitation. . . . . . . . . . . . . . . 45
5.01 Aggregate Limitation . . . . . . . . . . . . . . . . . . 45
5.02 Section 401(k) Limitation. . . . . . . . . . . . . . . . 47
5.03 Determination of Allocable Gains and Losses. . . . . . . 48
5.04 Ordering Rules with Respect to the Application of
Limitation and Testing Provisions. . . . . . . . . . . . 49
5.05 Section 415(c) Limitations . . . . . . . . . . . . . . . 50
<PAGE>
5.06 Mistake in Fact. . . . . . . . . . . . . . . . . . . . . 51
ARTICLE VI Rollovers; Transfers . . . . . . . . . . . . . . . 51
6.01 Rollover Contributions . . . . . . . . . . . . . . . . . 51
6.02 Plan to Plan Transfers . . . . . . . . . . . . . . . . . 52
6.03 Credit of Rollover Contributions to Accounts . . . . . . 53
6.04 Committee Requirement With Respect to Rollovers. . . . . 53
6.05 Participation. . . . . . . . . . . . . . . . . . . . . . 53
ARTICLE VII Accounts; Domestic Relations Orders; Credits
and Charges . . . . . . . . . . . . . . . . . . . 53
7.01 Matching Contribution Accounts . . . . . . . . . . . . . 53
7.02 After Tax Accounts . . . . . . . . . . . . . . . . . . . 54
7.03 Before Tax Accounts. . . . . . . . . . . . . . . . . . . 54
7.04 Suspense Account . . . . . . . . . . . . . . . . . . . . 54
7.05 Vested Accounts. . . . . . . . . . . . . . . . . . . . . 55
7.06 Rollover Accounts. . . . . . . . . . . . . . . . . . . . 55
7.07 Palm Beach Retirement Contributions Accounts . . . . . . 56
7.08 Holding Account. . . . . . . . . . . . . . . . . . . . . 56
7.09 Segregated Accounts with Respect to Qualified Domestic
Relations Orders. . . . . . . . . . . . . . . . . . . . 56
7.10 Account Credits and Charges Resulting from Qualified
Domestic Relations Order; Segregated Accounts. . . . . . 57
7.11 Effect of Qualified Domestic Relations Orders. . . . . . 58
7.12 General Account Credits and Charges. . . . . . . . . . . 59
ARTICLE VIII Trust Fund; General. . . . . . . . . . . . . . . 59
8.01 Funds. . . . . . . . . . . . . . . . . . . . . . . . . . 59
8.02 Trust Requirement. . . . . . . . . . . . . . . . . . . . 60
8.03 Allocation of Gains and Losses . . . . . . . . . . . . . 60
8.04 Spendthrift Provisions . . . . . . . . . . . . . . . . . 61
8.05 Pass Through Voting. . . . . . . . . . . . . . . . . . . 62
8.06 Procedure With Respect to Tender Offer . . . . . . . . . 64
ARTICLE IX Investment Elections; Account Balance Transfers. . 68
9.01 Investment Elections . . . . . . . . . . . . . . . . . . 68
9.02 Account Balance Transfers. . . . . . . . . . . . . . . . 68
(a) General Rule . . . . . . . . . . . . . . . . . . . . 68
(b) Special Rule for Non-Transferable Accounts. . . . . 70
(c) Special Rule for Matching Contribution Accounts . . 71
9.03. Loans . . . . . . . . . . . . . . . . . . . . . . . . . 72
ARTICLE X Termination of Participation; Withdrawals;
Determination and Payment of Benefits . . . . . . . 76
10.01 Termination of Participation. . . . . . . . . . . . . . 76
10.02 Withdrawal of After Tax Contributions . . . . . . . . . 77
10.03 Withdrawal of Vested Matching Contributions . . . . . . 77
10.04 Withdrawal of Before Tax Contributions. . . . . . . . . 78
<PAGE>
10.05 Prohibitions Resulting from Withdrawal. . . . . . . . . 82
10.06 Limited Guarantee . . . . . . . . . . . . . . . . . . . 83
10.07 Disposition of Matching Contribution Accounts . . . . . 84
10.08 Disposition of Suspense Accounts. . . . . . . . . . . . 85
10.09 Payment of Benefits . . . . . . . . . . . . . . . . . . 87
10.10 Election of Stock Payment . . . . . . . . . . . . . . . 88
10.11 Required Distribution . . . . . . . . . . . . . . . . . 89
10.12 Age 59-1/2 Distribution . . . . . . . . . . . . . . . . 91
10.13 Direct Rollovers. . . . . . . . . . . . . . . . . . . . 92
10.14 Section 401(a)(14) Requirement. . . . . . . . . . . . . 92
10.15 Withholding . . . . . . . . . . . . . . . . . . . . . . 93
10.16 Payments to Minors. . . . . . . . . . . . . . . . . . . 93
10.17 Missing Payees. . . . . . . . . . . . . . . . . . . . . 93
ARTICLE XI The Committee. . . . . . . . . . . . . . . . . . . 94
11.01 The Committee . . . . . . . . . . . . . . . . . . . . . 94
11.02 Resignation and Removal of Committee Members. . . . . . 94
11.03 Appointment of Committee Members. . . . . . . . . . . . 95
11.04 Prohibition Against Self Determination. . . . . . . . . 95
11.05 Majority Rule . . . . . . . . . . . . . . . . . . . . . 96
11.06 Successor Committee Members . . . . . . . . . . . . . . 96
11.07 No Bond . . . . . . . . . . . . . . . . . . . . . . . . 96
11.08 Named Fiduciary . . . . . . . . . . . . . . . . . . . . 97
ARTICLE XII Administration. . . . . . . . . . . . . . . . . . 97
12.01 Control . . . . . . . . . . . . . . . . . . . . . . . . 97
12.02 Auditors, Accounts and Attorneys. . . . . . . . . . . . 97
12.03 Designation of Service Providers. . . . . . . . . . . . 98
12.04 Compensation and Expenses . . . . . . . . . . . . . . . 98
12.05 Records and Forms . . . . . . . . . . . . . . . . . . . 99
12.06 Allocation and Delegation of Responsibilities . . . . .100
12.07 Prudent Person Rule . . . . . . . . . . . . . . . . . .100
12.08 Non-Discrimination Requirement. . . . . . . . . . . . .101
12.09 Disputed Matters. . . . . . . . . . . . . . . . . . . .101
12.10 Exculpation of Committee Members and Service
Providers . . . . . . . . . . . . . . . . . . . . . . .102
12.11 Exculpation of Employers, Officers and Directors. . . .103
ARTICLE XIII Adoption by Subsidiaries . . . . . . . . . . . .103
13.01 Adopted by Affiliated Corporations. . . . . . . . . . .103
13.02 Adoption by New Affiliated Corporations . . . . . . . .104
13.03 Corporate Reorganizations . . . . . . . . . . . . . . .104
ARTICLE XIV Amendment; Termination; Merger. . . . . . . . . .104
14.01 Power to Amend and Terminate. . . . . . . . . . . . . .104
14.02 Termination and Discontinuance of Contributions . . . .105
14.03 Merger Prohibition. . . . . . . . . . . . . . . . . . .106
ARTICLE XV Construction . . . . . . . . . . . . . . . . . . .107
<PAGE>
15.01 New York Law. . . . . . . . . . . . . . . . . . . . . .107
15.02 Context . . . . . . . . . . . . . . . . . . . . . . . .107
15.03 Headings. . . . . . . . . . . . . . . . . . . . . . . .107
15.04 Close of Business . . . . . . . . . . . . . . . . . . .107
APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . .109
APPENDIX B . . . . . . . . . . . . . . . . . . . . . . . . . .113
APPENDIX C . . . . . . . . . . . . . . . . . . . . . . . . . .117
<PAGE>
VOLUNTARY INVESTMENT PLAN
OF
PHILLIPS-VAN HEUSEN CORPORATION
CRYSTAL BRANDS DIVISION
As Amended and Restated Effective as of July 1, 1995
W I T N E S S E T H :
WHEREAS,
1. Effective as of November 1, 1985, Crystal Brands, Inc.
adopted the Voluntary Investment Plan of Crystal Brands, Inc.
(the "Prior Plan") for the benefit of certain of its eligible
employees.
2. Prior to that date, certain qualified employees, as
employees of General Mills, Inc., participated in the Voluntary
Investment Plan of General Mills, Inc., which had an effective
date of January 1, 1969. As of November 1, 1985, the assets and
liabilities of the Voluntary Investment Plan of General Mills,
Inc., attributable to such qualified employees, were transferred
to the Prior Plan. Effective November 1, 1985, the Ship'n Shore
Division Profit Sharing Plan was merged into the Prior Plan.
3. Effective as of January 1, 1990, the Prior Plan was
amended and restated to reflect the merger of the 401(k) Savings
and Thrift Plan of Trifari, Krussman & Fishel, Inc. and the Palm
Beach Incorporated Retirement Investment Savings Plan into the
<PAGE>
Prior Plan, and to reflect the requirements of the Tax Reform Act
of 1986, and for certain other purposes.
4. Effective as of January 1, 1990, the Prior Plan was
again amended and restated to reflect the requirements of the
Unemployment Compensation Amendments of 1992, the Omnibus Budget
Reconciliation Act of 1993 and for certain other purposes.
5. Pursuant to an asset sale effectuated on February 17,
1995, sponsorship of the Prior Plan was assumed by Phillips-Van
Heusen Corporation (the "Company"). Incident to such sale,
certain associates of Crystal Brands Inc. became associates of
the Company, and the Company assumed plan sponsorship.
Accordingly, effective as of February 17, 1995, the Prior Plan
was amended to become the Voluntary Investment Plan of Phillips-
Van Heusen Corporation (Crystal Brands Division) (the "Plan").
All qualified employees who were participants in the Prior Plan
immediately prior to the sale on February 17, 1995 and who became
associates of the Company and its subsidiaries incident to such
sale continued as Participants in the Plan without interruption.
In addition, all Participants in the Prior Plan who had not
received their complete benefit distributions continued as
Participants in the Plan without interruption.
6. It is intended that the terms used herein which are de-
fined (and set forth in alphabetical order) in Article I shall
have the respective meanings ascribed thereto by the provisions
of said Article I.
<PAGE>
7. The Company now desires, effective as of July 1, 1995,
to amend and restate the Plan in its entirety in order, among
other things, to eliminate after tax contributions to the Plan on
a prospective basis and to modify the investment alternatives
available to Participants under the Plan.
8. Except as otherwise provided in Section 5.06, it has
been and shall continue to be impossible, whether by operation or
natural termination of the Plan and/or the Trust, or by the hap-
pening of a contingency, or by collateral arrangement, or by any
other means, for any part of the corpus of or the income from the
Trust to be used for, or diverted to, purposes other than the
exclusive benefit of the Participants and Former Participants and
their respective QDRO Payees and Beneficiaries and the payment of
the expenses of the administration of the Plan and the Trust.
NOW, THEREFORE, effective as of July 1, 1995, the Plan is
hereby amended and restated in its entirety so that it shall read
as follows:
ARTICLE I
Definitions
1.01 Account. Each of (a) a Matching Contribution Account,
(b) an After Tax Account, (c) a Before Tax Account, (d) a Vested
Account, (e) a Suspense Account, (f) a Rollover Account, (g) a
Palm Beach Retirement Contributions Account and (h) a Holding
Account.
<PAGE>
1.02 Account Balance Transfer Election. An election in
accordance with the provisions of Section 9.02 made by a Partici-
pant or Former Participant (or, in the event of his or her death,
his or her Beneficiaries) to have an amount equal to all or a
portion of the credit balance in one or more of his or her
Accounts transferred to one or more of his or her other Accounts
of the same type in a different Fund.
1.03 Additional Contribution. A contribution made by the
Employers in accordance with the provisions of Section 3.03(a).
1.04 Adjusted Maximum Before Tax Percentage. The highest
Before Tax Percentage determined with respect to a Highly
Compensated Participant and with respect to a Plan Year which
will result in the average of the Before Tax Percentages of the
Highly Compensated Participants with respect to such Plan Year
being equal to the Maximum Before Tax Percentage with respect to
such Plan Year.
1.05 Adjusted Maximum Contribution Percentage. The highest
Contribution Percentage determined with respect to a Highly
Compensated Participant with respect to a Plan Year which will
result in the average of the Contribution Percentages of the
Highly Compensated Participants with respect to such Plan Year
being equal to the Maximum Contribution Percentage with respect
to such Plan Year.
1.06 Adjusted Non-Forfeited Amount. The sum of (a) the
aggregate of the amounts transferred to the Suspense Account of a
<PAGE>
Former Participant from the corresponding Matching Contribution
Account of such Former Participant in accordance with the
provisions of clause (b) of Section 10.07 at a time when his or
her Vested Percentage is less than one hundred (100) plus (b) the
aggregate of the amounts transferred from such Suspense Account
to the corresponding Vested Account of such Former Participant in
accordance with the provisions of clause (b) of Section 10.08 at
a time when his or her Vested Percentage is less than one hundred
(100).
1.07 Affiliated Corporation. (a) Any corporation which is
a member of the same controlled group of corporations as the
Company (within the meaning of section 414(b) of the Code) and
(b) any trade or business (whether or not incorporated) which is
under common control with the Company (within the meaning of
section 414(c) of the Code).
1.08 After Tax Account. Each of the separate Accounts
which the Committee is required to establish and maintain with
respect to a Participant or Former Participant in accordance with
the provisions of Section 7.02.
1.09 After Tax Contribution. A contribution by or on
behalf of a Participant prior to the Amendment Date which was
denominated by such Participant as an After Tax Contribution and
which was credited to one or more of his or her After Tax
Accounts.
1.10 Amendment Date. July 1, 1995.
<PAGE>
1.11 Anniversary Date. The last business day of a Plan
Year.
1.12 Annuity Benefit Amount. Either (a) the value of the
Participant's Palm Beach Retirement Contributions Account or (b)
the portion of a Participant's After Tax Contributions Account
attributable to the dollar amount transferred to the Prior Plan
from the Participant's regular contributions account under the
401(k) Savings and Thrift Plan of Trifari, Krussman & Fishel,
Inc. on January 1, 1990, the portion of a Participant's Before
Tax Contributions Account attributable to the dollar amount
transferred to the Prior Plan from the Participant's tax deferred
contributions account under the 401(k) Savings and Thrift Plan of
Trifari, Krussman & Fishel, Inc. on January 1, 1990 and the
portion of the Participant's Matching Contributions Account
attributable to the dollar amount transferred to the Prior Plan
from the Participant's matching contributions account under the
401(k) Savings and Thrift Plan of Trifari, Krussman & Fishel,
Inc. on January 1, 1990.
1.13 Associate. An employee of the Company or any
Affiliated Corporation.
1.14 Before Tax Account. Each of the separate Accounts
which the Committee is required to establish and maintain with
respect to a Participant or Former Participant in accordance with
the provisions of Section 7.03.
<PAGE>
1.15 Before Tax Contribution. Each of (a) a contribution
by or on behalf of a Participant in accordance with the
provisions of Section 3.02 as of a Valuation Date and (b) a
contribution by or on behalf of a Participant prior to the
Amendment Date which was denominated by such Participant as a
Before Tax Contribution and, in either case, which is credited to
one or more of his Before Tax Accounts.
1.16 Before Tax Percentage. The percentage derived by
dividing the sum of (a) the Before Tax Contributions made by the
Participant with respect to whom such term is used during the
Plan Year with respect to which such term is used and (b) the
Additional Contributions allocated to such Participant as of any
date occurring during such Plan Year by the Compensation of such
Participant with respect to such Plan Year.
1.17 Beneficiaries. The person or persons designated by a
Participant or Former Participant to receive any payment provided
for in Section 10.09(a) in the event of his or her death prior to
the receipt of such payment; provided, however, that, if such
Participant or Former Participant shall be married on the date of
his or her death, no such designation of a Beneficiary other than
his or her Spouse shall be effective unless (a) such Spouse shall
have consented thereto in writing which consent has been
witnessed by a Committee member or a notary public and shall be
in form and substance satisfactory to the Committee or (b) it is
established to the satisfaction of the Committee that such
consent is not necessary because such Spouse cannot be located;
<PAGE>
provided, further, however, that a Participant's or Former
Participant's designation of a Beneficiary other than his or her
Spouse may not be changed without the consent of his or her
Spouse unless such Spouse in the consent hereinbefore referred to
expressly consented to such Participant's right to change the
Beneficiary named therein without such Spouse's further consent.
Any consent by a Spouse (or a determination that a Spouse cannot
be located) under the preceding sentence shall be effective only
with respect to such Spouse. In the event that such a designa-
tion shall not be in force at the time of such payment, a Par-
ticipant's or Former Participant's Beneficiaries shall be deemed
to be (a) if he or she shall have a Spouse on the date of his or
her death, such Spouse, or (b) if he or she shall not have a
Spouse on such date, the executors or administrators of his or
her estate.
1.18 Board. The board of directors of the Company or any
committee of said board of directors which shall have the
authority of said board of directors with respect to the Plan,
the Trust Agreement and the Trust.
1.19 Break Year. (a) When such term is used in connection
with determining the number of a person's Credited Employment
Years and his or her eligibility to participate in the Plan, an
Employment Year of such person during which he or she shall have
received credit for five hundred (500) Hours of Service or less,
or (b) when such term is used in connection with determining the
number of his or her Credited Vesting Years and his or her extent
of vesting under the Plan, a Plan Year during which he or she
shall have received credit for five hundred (500) Hours of
Service or less.
<PAGE>
1.20 Business Day. A day on which the New York Stock
Exchange is open for trading.
1.21 Change in Control. The occurrence of any one or more
of (a) the election of one or more individuals to the board of
directors of the Company which election results in one-third
(1/3) of the directors of the Company consisting of individuals
who have not been directors of the Company for at least two (2)
years, unless such individuals have been elected as directors by
three-fourths (3/4) of the directors of the Company who have been
directors of the Company for at least two (2) years; (b) the sale
by the Company of all or substantially all of its assets to any
Person, the consolidation of the Company with any Person, the
merger of the Company with any Person as a result of which merger
the Company is not the surviving entity as a publicly held corpo-
ration; (c) the sale or transfer of shares of the Company by the
Company and/or any one or more of its stockholders, in one or
more transactions, related or unrelated, to one or more Persons
under circumstances whereby any Person and its Affiliates shall
own, after such sales and transfers, at least one-fourth (1/4),
but less than one-half (1/2), of the shares of the Company having
voting power for the election of directors, unless such sales or
transfers have been approved in advance by three-fourths (3/4) of
the directors of the Company who have been directors of the
<PAGE>
Company for at least two (2) years; or (d) the sale or transfer
of shares of the Company by the Company and/or any one or more of
its stockholders, in one or more transactions, related or
unrelated, to one or more Persons under circumstances whereby any
Person and its Affiliates shall own, after such sales and
transfers, at least one-half (1/2) of the shares of the Company
having voting power for the election of directors. For the
purposes of this Section, (a) the term "Affiliate" shall mean any
Person that directly, or indirectly through one or more inter-
mediaries, controls, or is controlled by, or is under common
control with, any other Person, (b) the term "Person" shall mean
any individual, partnership, firm, trust, corporation or other
similar entity and (c) when two (2) or more Persons act as a
partnership, limited partnership, syndicate or other group for
the purpose of acquiring, holding or disposing of securities of
the Company, such partnership, limited partnership, syndicate or
group shall be deemed a "Person".
1.22 Code. The Internal Revenue Code of 1986 as in effect
at the time with respect to which such term is used.
1.23 Committee. The group of individuals designated by the
Board to act as such in accordance with the provisions of Section
11.03 who, in accordance with the provisions of Section 12.01,
are charged with the responsibility for the administration of the
Plan other than the responsibility with respect to the management
and control of the assets of the Trust.
<PAGE>
1.24 Compensation. The total cash compensation paid by all
Employers to a Participant during the calendar year with respect
to which such term is used as reported on Form W-2, including
commissions, overtime compensation, bonus payments and additional
cash compensation of every kind so paid but exclusive of moving
expenses, and determined without giving effect to (a) any Before
Tax Contributions made by or on behalf of such Participant or (b)
any contributions made by such Participant to a flexible spending
arrangement as defined in Q & A 7 of proposed regulation section
1.125-2 promulgated under the provisions of section 125 of the
Code; provided, however, that when such term is used with respect
to a Participant who is an Associate of and a wholesale salesman
for the G.H. Bass Co., then, the Compensation of such Participant
shall be seventy percent (70%) of the amount otherwise determined
in accordance with the provisions of this Section; provided,
further, however, that the Compensation of a Participant with
respect to any Plan Year shall not exceed the $150,000 set forth
in section 401(a)(17) of the Code as adjusted with respect to the
calendar year ending contemporaneously with such Plan Year as
provided therein.
1.25 Contribution Limit. Such amount as shall be chosen by
the Committee or the Board with respect to the Plan Year with
respect to which such term is used; provided, however, that the
Contribution Limit with respect to any Plan Year shall not exceed
the $7,000 limitation referred to in section 402(g)(1) of the
Code as adjusted with respect to the calendar year ending
<PAGE>
contemporaneously with such Plan Year in accordance with the
provisions of section 402(g)(5) of the Code.
1.26 Contribution Percentage. The percentage derived by
dividing the sum of (a) the Before Tax Contributions made by the
Participant with respect to whom such term is used during the
Plan Year with respect to which such term is used, (b) the
Matching Contributions allocated to such Participant as of any
date occurring during such Plan Year and (c) the Additional
Contributions allocated to such Participant as of any date
occurring during such Plan Year by the Compensation of such
Participant with respect to such Plan Year.
1.27 Credited Employment Year. An Employment Year of the
person with respect to whom such term is used during which he or
she shall have received credit for one thousand (1,000) Hours of
Service or more; provided, however, that, if any person whose
Vested Percentage is equal to zero shall incur a Qualifying
Vesting Break, all Credited Employment Years theretofore credited
to him or her shall thereafter be disregarded for all purposes of
the Plan.
1.28 Credited Vesting Year. A Plan Year (including a Plan
Year commencing prior to October 1, 1981) during which the person
with respect to whom such term is used shall have received credit
for one thousand (1,000) Hours of Service or more; provided,
however, that, if any person whose Vested Percentage is equal to
zero shall incur a Qualifying Vesting Break, all Credited Vesting
<PAGE>
Years theretofore credited to him or her shall thereafter be
disregarded for all purposes of the Plan.
1.29 Domestic Relations Order. Any judgment, decree or
order (including approval of a property settlement agreement)
which (a) relates to the provision of child support, alimony
payments or marital property rights to a Spouse, former spouse,
child or other dependent of the Participant or Former Participant
with respect to whom such term is used and (b) is made pursuant
to a state domestic relations law (including a community property
law).
1.30 Eligible Associate. An Associate (a) who shall be an
Associate of the Crystal Brands Division of the Company and
employed in the continental United States, (b) who is not a non-
resident alien of the United States, (c) who is not a "casual
associate" and (d) who is not an Associate whose principal terms
and conditions of employment are subject to the provisions of a
collective bargaining agreement which does not provide for active
participation in the Plan; provided, however, that no person who
is employed by an Employer in a business operation which has been
acquired, directly or indirectly, by such Employer from a third
party shall be considered to be an Eligible Associate until the
Board has determined that persons employed in such business
operation shall be considered to be Eligible Associates;
provided, further, however, that no Associate shall be deemed to
be an Eligible Associate on any date if, in the opinion of
counsel to the Company, the participation of such Associate in
<PAGE>
the Plan on such date would constitute a violation of the so-
called "blue-sky" laws of any state; provided, further, however,
that no person who is a "leased employee" of the Company or an
Affiliated Corporation within the contemplation of section 414(n)
of the Code shall be deemed to be an "Eligible Associate." For
purposes of this Section, the term "casual associate" shall mean
a person employed on a sporadic basis without a set schedule who
does not participate in any benefit plans offered by the Company.
1.31 Eligible Payor Plan. Each of (a) an employee benefit
plan which is qualified under section 401(a) of the Code and (b)
an individual retirement account within the meaning of section
408(a) of the Code.
1.32 Eligible Receptacle Plan. A defined contribution
plan which is qualified under the provisions of section 401(a) or
401(a)(2) of the Code which accepts rollover distributions within
the meaning of section 402(c)(4) of the Code or an individual
retirement account or individual retirement annuity which is
qualified under the provisions of section 408 of the Code;
provided, however, that as used with respect to the Spouse of a
deceased Former Participant, such term shall refer only to an
individual retirement account or individual retirement annuity
which is qualified under the provisions of section 408 of the
Code.
1.33 Eligible Rollout Distribution. Any distribution of
all or any portion of the credit balance in the Accounts of a
<PAGE>
Participant or Former Participant other than (a) any distribution
required under the provisions of section 401(a)(9) of the Code,
(b) 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 the PVH Common Stock) or
(c) a distribution which is one of a series of substantially
equal periodic payments (not less frequently than annually) for
the life or life expectancy of a Participant or Former
Participant (or the joint lives or joint life expectancy of a
Participant or Former Participant and his or her Beneficiary) or
a period of ten (10) years or more.
1.34 Eligible Rollover Distribution. Each of (a) a
distribution referred to in section 402(c)(4) of the Code
(including any amounts referred to in section 402(c)(6)(B) of the
Code) and (b) an amount described in section 408(d)(2)(A)(ii) of
the Code.
1.35 Employer. (a) As used with respect to any time
subsequent to February 16, 1995, the Company and each Affiliated
Corporation which, with the consent of the Board, shall have
adopted or shall be deemed to have adopted the Plan for the
benefit of its Associates eligible to participate hereunder as
provided in Article XIII hereof and (b) as used with respect to
any time prior to February 17, 1995, Crystal Brands, Inc.
1.36 Employment Year. A period of twelve (12) consecutive
months commencing on the first date on which the person with
<PAGE>
respect to whom such term is used shall have completed an Hour of
Service or on the first day of any Plan Year commencing there-
after; provided, however, that, if one or more Employment Years
of such person prior to the Employment Year with respect to which
such term is used shall constitute a Break Year with respect to
him or her, the term "Employment Year" (as applied to any period
subsequent to such Break Year or Break Years) shall mean a period
of twelve (12) consecutive months commencing on the first date on
which such person shall have completed an Hour of Service after
the completion of the last of such Break Years or on the first
day of any Plan Year commencing thereafter.
1.37 Entry Date. The first day of each calendar month.
1.38 Exchange Act. The Securities Exchange Act of 1934 as
in effect at the time with respect to which such term is used.
1.39 Fixed Income Fund. The separate Fund referred to in
Section 8.01(c).
1.40 Former Participant. (a) A person whose participation
under the Plan shall have terminated in accordance with the
provisions of Section 10.01(d) and (b) a person who shall have
been a former participant under the Pre-Amendment Plan on the
date immediately preceding the Amendment Date.
<PAGE>
1.41 Fund. Each of (a) the PVH Fund and (b) each other
separate investment fund which shall be established by the
Trustee as provided in Sections 8.01(b), 8.01(c) and 8.06(e).
1.42 Highly Compensated Associate. A "highly compensated
employee" within the meaning of section 414(q) of the Code.
1.43 Highly Compensated Participant. A Highly Compensated
Associate who is a Participant during all or any portion of the
Plan Year with respect to which such term is used.
1.44 Holding Account. The separate Account which the
Committee is required to establish and maintain for the Company
with respect to the Plan in accordance with the provisions of
Section 7.08.
1.45 Hour of Service. Each hour for which a person is
either directly or indirectly compensated or entitled to be
compensated by the Company and/or any Affiliated Corporation for
the performance or non-performance of duties (for reasons such
as, but not limited to, vacation, sickness and disability,
irrespective of whether the employment or other relationship has
terminated) and each hour not hereinbefore in this Section re-
ferred to for which back pay, irrespective of mitigation of dam-
ages, has either been awarded to such person or agreed to by the
Company and/or any Affiliated Corporation (with such hours being
credited to such person for the period in which such duties were
performed, such non-performance of duties occurred or such award
or agreement pertained); provided, however, that, when such term
<PAGE>
is used with respect to a person with respect to whom neither the
Company nor any Affiliated Corporation maintains hourly
employment records, or if the Company shall so determine with
respect to a person or group thereof, such person or each member
of such group shall receive credit for ten (10) Hours of Service
for each day with respect to which he or she would have been
credited with at least one Hour of Service if hourly employment
records were maintained with respect to him or her or if the
Company did not choose to use the alternative method of counting
Hours of Service set forth in this Section; provided, further,
however, that, when such term is used with respect to a person
who has been granted a Maternity/Paternity Leave of Absence, (a)
such person shall be credited, solely for the purpose of
determining whether or not he or she has incurred a Break Year
and not for any other purpose of the Plan, with eight (8) Hours
of Service for each day of such leave with respect to which he or
she does not receive Compensation, up to a maximum of five
hundred and one (501) Hours of Service, and (b) if, but for the
provisions of this proviso, such person would incur a Break Year
with respect to the Employment Year or the Plan Year in which
such leave commenced, such hours shall be credited to such
Employment Year or Plan Year, as the case may be, or, if he or
she would not incur such a Break Year, such hours shall be
credited to the next succeeding Employment Year or Plan Year, as
the case may be; provided, further, however, that when such term
is used with respect to a person who has been granted a leave of
absence in accordance with the provisions of the Family and
<PAGE>
Medical Leave Act of 1993, such person shall be credited, solely
for purposes of determining whether or not such person has
incurred a Break Year and not for any other purpose of the Plan,
with the same number of Hours of Service for the period of such
leave during which he or she does not receive compensation as he
or she would have received if he or she had performed services
for the Company or any Affiliated Corporation during such period.
Hours of Service for a Predecessor Employer which becomes such
after October 1, 1981 shall be deemed to be Hours of Service for
the purposes hereof if and to the extent that the Board shall so
determine. Notwithstanding the foregoing provisions of this
Section, if, under Regulation 2530.200b-2(b) and (c) promulgated
by the Secretary of Labor under the authority of section 202 of
the Pension Act, a person shall receive credit for a greater
number of Hours of Service than he or she would receive under the
provisions hereof, he or she shall receive credit for such
greater number of Hours of Service.
1.46 Initial Payment Date. (a) As used with respect to a
Former Participant whose Termination Date shall be prior to his
or her Normal Retirement Date, the Anniversary Date concurrent
with or next succeeding his or her Normal Retirement Date or such
other Valuation Date as he or she in his or her sole and absolute
discretion shall determine, not earlier than the Valuation Date
concurrent with his or her Termination Date and not later than
the Anniversary Date concurrent with or next succeeding his or
her Normal Retirement Date (except that, if the credit balances
<PAGE>
in the Accounts of a Former Participant on the Valuation Date
next succeeding his or her Termination Date shall be less than
$3,500, then, the Initial Payment Date of such Former Participant
shall be his or her Termination Date).
(b) As used with respect to a Participant whose Termination
Date shall be on or subsequent to his or her Normal Retirement
Date, the Valuation Date concurrent with or next succeeding his
or her Termination Date.
(c) As used with respect to the Beneficiary of a Former
Participant, the Valuation Date concurrent with or next
succeeding the date of such Former Participant's death.
(d) As used with respect to a QDRO Payee, such date as may
be specified in, or determined under the provisions of, the
applicable Qualified Domestic Relations Order or if no such date
is so specified or so determinable, the earlier to occur of (i)
the Initial Payment Date of his or her Originating Participant or
(ii) the date on which his or her Originating Participant shall
attain his or her fiftieth (50th) birthday but not later than the
Required Beginning Date of his or her Originating Participant.
1.47 Investment Election. The direction made by the
Participant with respect to whom such term is used in accordance
with the provisions of Section 9.01 to have all or a portion of
the contributions made by him or her or on his or her behalf
while such direction is in effect credited to one or more
particular Account or Accounts.
<PAGE>
1.48 Key Associate. Any person who is a Participant at any
time during the Plan Year with respect to which such term is used
and who is described in section 416(i)(1) of the Code with
respect to such Plan Year.
1.49 Limitation Compensation. The total cash compensation
paid by the Company and all Section 415 Affiliates of the Company
to the Participant with respect to whom such term is used during
the Plan Year with respect to which such term is used, as
reported on Form W-2, including commissions, bonus payments and
additional cash compensation of every other kind so paid and
determined after giving effect to (a) any Before Tax Contribu-
tions made by or on behalf of such Participant with respect to
such Plan Year and (b) any contributions made by such Participant
to a flexible spending arrangement as defined in Q & A 7 of pro-
posed regulation section 1.125-2 promulgated under the provisions
of section 125 of the Code; provided, however, that the Limita-
tion Compensation of a Participant with respect to a Plan Year
shall not exceed the $150,000 set forth in section 401(a)(17) of
the Code as adjusted with respect to the calendar year ending
contemporaneously with such Plan Year as provided therein.
1.50 Matching Contribution. A contribution made by the
Employers in accordance with the provisions of Section 4.01.
1.51 Matching Contribution Account. Each of the separate
Accounts which the Committee is required to establish and main-
<PAGE>
tain with respect to a Participant or Former Participant in
accordance with the provisions of Section 7.01.
1.52 Maternity/Paternity Leave of Absence. An absence of
the person with respect to whom such term is used from work for
the Company and/or one or more Affiliated Corporations (whether
as an Associate or Related Associate thereof) for any period (a)
by reason of her pregnancy, (b) by reason of the birth of a child
of such person, (c) by reason of the placement of a child with
such person in connection with the adoption of such child by such
person or (d) for purposes of care for such a child for a period
beginning immediately following such birth or placement.
1.53 Maximum Before Tax Percentage. The percentage equal
to the greater of (a) the percentage which is one and one-quarter
(1-1/4) times the average of the Before Tax Percentages of all
Participants who shall not be Highly Compensated Participants
with respect to the Plan Year with respect to which such term is
used or (b) the percentage which is two (2) times the average of
the Before Tax Percentages of all Participants who shall not be
Highly Compensated Participants with respect to such Plan Year
and which is not more than two (2) percentage points higher than
such last mentioned average.
1.54 Maximum Contribution Percentage. The greater of the
percentage determined in accordance with the provisions of
subsection (a) below and the percentage determined in accordance
<PAGE>
with the provisions of subsection (b) below with respect to the
Plan Year with respect to which such term is used.
(a) The sum of (i) one and one-quarter (1-1/4) times
the greater of (A) the average of the Before Tax Percentages
of all Participants who shall not be Highly Compensated
Participants with respect to such Plan Year and (B) the
average of the Contribution Percentages of all Participants
who shall not be Highly Compensated Participants with
respect to such Plan Year and (ii) the lesser of (A) two (2)
plus the lesser of (I) the average of the Before Tax
Percentages of all Participants who shall not be Highly
Compensated Participants with respect to such Plan Year and
(II) the average of the Contribution Percentages of all
Participants who shall not be Highly Compensated
Participants with respect to such Plan Year and (B) two (2)
times such lesser average.
(b) The sum of (i) one and one-quarter (1-1/4) times
the lesser of (A) the average of the Before Tax Percentages
of all Participants who shall not be Highly Compensated
Participants with respect to such Plan Year and (B) the
<PAGE>
average of the Contribution Percentages of all Participants
who shall not be Highly Compensated Participants with
respect to such Plan Year and (ii) the lesser of (A) two (2)
plus the greater of (I) the average of the Before Tax
Percentages of all Participants who shall not be Highly
Compensated Participants with respect to such Plan Year and
(II) the average of the Contribution Percentages of all
Participants who shall not be Highly Compensated Partici-
pants with respect to such Plan Year and (B) two (2) times
such greater average.
1.55 Non-Transferable Account. An Account (other than a
Matching Contribution Account) which shall have been designated
as a non-transferable account under the Plan as in effect
immediately prior to the Amendment Date.
1.56 Non-Vested Percentage. One hundred (100) minus the
Vested Percentage of the Participant or Former Participant with
respect to whom such term is used.
1.57 Normal Retirement Date. The first day of the calendar
month coinciding with or next preceding the sixty-fifth (65th)
birthday of the Participant or Former Participant with respect to
whom such term is used.
1.58 Original Payee. That one of a Participant, Former
Participant, QDRO Payee or Beneficiary who shall first be
entitled to payments hereunder with respect to the benefits
earned by such Participant or Former Participant hereunder.
1.59 Originating Participant. The Participant or Former
Participant from whom the rights under the Plan of the QDRO Payee
with respect to whom such term is used shall have been derived as
a result of a Qualified Domestic Relations Order.
<PAGE>
1.60 Palm Beach Retirement Contributions Account. Each of
the separate Accounts which the Committee is required to
establish and maintain with respect to a Participant or Former
Participant in accordance with the provisions of Section 7.07.
1.61 Participant. A person who shall have become a
Participant in the Plan in accordance with the provisions of
Article II and whose participation shall not have terminated in
accordance with the provisions of Section 10.01(d).
1.62 Payroll Authorization. The authorization of the
Participant with respect to whom such term is used referred to in
Section 3.01(a) as in effect at the time with respect to which
such term is used.
1.63 Payroll Contribution. A contribution by or on behalf
of the Participant with respect to whom such term is used in
accordance with the provisions of Section 3.01 and/or 3.02.
1.64 Pension Act. The Employee Retirement Income Security
Act of 1974 as in effect at the time with respect to which such
term is used.
1.65 Permanent Disability. A state of physical or mental
incapacity of the Participant or Former Participant with respect
to whom such term is used such that, in the opinion of the
Committee based upon a medical certificate from a physician or
physicians satisfactory to the Committee, such Participant or
Former Participant, by reason of injury, illness or disease, is
<PAGE>
unable to fulfill the requirements of his or her position with
the Company and all Affiliated Corporations and such inability
will be permanent and continuous during the remainder of his or
her life.
1.66 Plan Year. A calendar year.
1.67 Pre-Amendment Plan. The Voluntary Investment Plan of
Phillips-Van Heusen Corporation (Crystal Brands Division) as in
effect at the time prior to the Amendment Date with respect to
which such term is used.
1.68 Predecessor Employer. Any corporation, partnership or
sole proprietorship whose business and or assets shall have been
directly or indirectly acquired by the Company or any of its
Affiliated Corporations and which shall be denominated as such by
the Board.
1.69 Prior Valuation Date. The Valuation Date next
preceding the Valuation Date with respect to which such term is
used.
1.70 Prohibited Plan. Any qualified or non-qualified plan
of deferred compensation maintained by the Company and/or one or
more Affiliated Corporations, including, but not limited to,
either Plan or any stock option, stock purchase or similar plan,
or a cash or deferred arrangement which is a part of a cafeteria
plan within the meaning of section 125 of the Code; provided,
however, that (a) the mandatory employee portion of a defined
benefit plan shall not be considered a Prohibited Plan and (b) a
health or welfare benefit plan (including one which is a part of
a cafeteria plan within the meaning of section 125 of the Code)
shall not be considered a Prohibited Plan.
1.71 PVH Common Stock. The shares of common stock of the
Company authorized on the Amendment Date and any shares of stock
which may at any time prior to the date when such term is used be
issued in exchange for and/or upon a change of said shares of
common stock or any other shares, whether in subdivision or
combination thereof and whether as a part of a classification or
reclassification thereof, or otherwise.
1.72 PVH Fund. The separate Fund referred to in Section
8.01(a).
1.73 QDRO Payee. An alternate payee designated under a
Qualified Domestic Relations Order.
1.74 Qualified Domestic Relations Order. A Domestic
Relations Order described in section 414(p)(1)(A) of the Code.
1.75 Qualifying Vesting Break. A period of five (5)
consecutive Break Years.
1.76 Related Associate. Any person who is not a common law
employee of the Company and/or one or more Affiliated Corpora-
tions but who is considered as employed thereby for, among other
things, the anti-discrimination and vesting requirements of the
Code by reason of the application of the provisions of sections
<PAGE>
414(b) (relating to corporations under common control), 414(c)
(relating to other entities under common control), 414(m)
(relating to affiliated service groups), 414(n) (relating to
employee leasing) and 414(o) (relating to separate organizations,
employee leasing or other arrangements) of the Code.
1.77 Related Defined Benefit Plan. Any plan (whether or
not theretofore terminated) maintained by the Company and/or any
Affiliated Corporation which is qualified under the provisions of
section 401(a) of the Code and a defined benefit plan within the
meaning of section 414(j) of the Code.
1.78 Related Defined Contribution Plan. Any plan which
shall be or shall have been maintained by the Company and/or any
Affiliated Corporation (or, for the purposes of Section 5.06, any
Section 415 Affiliate) which is a qualified plan within the
meaning of section 401(a) of the Code and a defined contribution
plan within the meaning of section 414(i) of the Code.
1.79 Required Beginning Date. The Anniversary Date occur-
ring in the calendar year in which the Participant with respect
to whom such term is used shall attain the age of seventy and
one-half (70-1/2).
1.80 Rollover Account. Each of the separate Accounts which
the Committee is required to establish and maintain with respect
to a Participant or Former Participant in accordance with the
provisions of Section 7.06.
<PAGE>
1.81 Rollover Contribution. A payment made to the Trustee
in accordance with the provisions of Section 6.01 or 6.02.
1.82 Secretary's Limitation Amount. The $30,000 referred
to in section 415(c)(1)(A) of the Code as adjusted with respect
to the calendar year ending contemporaneously with the Plan Year
with respect to which such term is used as provided therein.
1.83 Section 415 Affiliate. A corporation or other trade
or business which would be an Affiliated Corporation of the
Company if the phrase "more than 50 percent" were substituted for
the phrase "at least 80 percent" each place it appears in section
1563(a)(1) of the Code.
1.84 Section 16(b) Participant. Any Participant whose
purchases and sales of the PVH Common Stock are subject to the
provisions of section 16(b) of the Exchange Act.
1.85 Spouse. The person who shall be the lawfully wedded
husband or wife of the Participant or Former Participant with
respect to whom such term is used as determined under the laws of
the state of his or her domicile at the time such term is used;
provided, however, that a former spouse who shall be a QDRO Payee
shall be treated as a Spouse to the extent provided under a
Qualified Domestic Relations Order; provided, further, however,
that, unless otherwise provided under a Qualified Domestic Rela-
tions Order, if a Participant or Former Participant is legally
separated from his or her Spouse or if a Participant or Former
Participant has been legally abandoned (within the meaning of the
<PAGE>
laws of the state in which such Participant or Former Participant
shall be domiciled) and such Participant or Former Participant
has a court order to such effect, then, such person shall not be
deemed to be the Spouse of such Participant or Former
Participant.
1.86 Stock Payment Election. An election by such
Participant or Former Participant to receive a distribution of
his or her benefits attributable to those of his or her Accounts
which shall be a part of the PVH Fund in the form of shares of
the PVH Common Stock.
1.87 Suspense Account. Each of the separate Accounts which
the Committee is required to establish and maintain with respect
to a Participant or Former Participant in accordance with the
provisions of Section 7.04.
1.88 Suspense Vested Portion The excess, if any, of (a)
the Vested Percentage of the Participant or Former Participant
with respect to whom such term is used as of the Valuation Date
with respect to which such term is used of the sum of (i) the
credit balance in the Suspense Account with respect to which such
term is used as of such Valuation Date (determined without giving
effect to any Account Balance Transfer Elections made by such
Former Participant) plus (ii) the Adjusted Non-Forfeited Amount
with respect to such Suspense Account as of such Valuation Date
(as so determined) over (b) the Adjusted Non-Forfeited Amount
with respect to such Suspense Account as of such Valuation Date
(as so determined).
<PAGE>
1.89 Taxable Year. The fiscal year of the Company for
Federal income tax purposes within the meaning of section 441(b)
of the Code.
1.90 Termination Date. The date as of which the participa-
tion of the Former Participant with respect to whom such term is
used shall have terminated in accordance with the provisions of
Section 10.01(c).
1.91 Top Heavy Contribution. A contribution made by the
Employers with respect to a Plan Year in accordance with the
provisions of Section 4.03.
1.92 Top Heavy Year. Any Plan Year in which the Plan, any
Related Defined Benefit Plans and any Related Defined
Contribution Plans are together considered to be "top heavy"
within the meaning of section 416(g) of the Code, with such
determination being made (a) with respect to the Plan, as of the
Anniversary Date occurring during the preceding Plan Year, (b)
with respect to any Related Defined Benefit Plan or Related
Defined Contribution Plan, as of the determination date (as
defined in section 416(g)(4)(C) of the Code) occurring in the
same calendar year as the date on which such determination is
made with respect to the Plan and (c) with respect to all such
plans, as of the Anniversary Date occurring during the preceding
Plan Year. In determining the present value of cumulative
<PAGE>
accrued benefits referred to in section 416(g)(1)(A)(i) of the
Code, the present value of the cumulative accrued benefits under
each of the Related Defined Benefit Plans shall be determined on
the basis of a seven and one-half percent (7-1/2%) per annum
interest assumption compounded annually and mortality based upon
the 1971 Group Annuity Mortality Table for Males set back six (6)
years for females. Solely for the purpose of determining whether
a Plan Year is a Top Heavy Year, in determining the accrued
benefits of any Participant who is not a Key Associate, (i) any
method that for accrual purposes applies uniformly under all
Related Defined Benefit Plans shall be used or (ii) if there is
no such uniform method, the slowest accrual rate permitted under
the fractional accrual rule of section 411(b)(1)(C) of the Code
shall be used.
1.93 Trust. The trust created by and under the Trust
Agreement.
1.94 Trust Agreement. The agreement, dated as of January
1, 1987, between Crystal Brands, Inc. and State Street Bank and
Trust Company, as in effect at the time with respect to which
such term is used.
1.95 Trustee. State Street Bank and Trust Company or any
successor trustee acting under the Trust Agreement at the time
with respect to which such term is used.
<PAGE>
1.96 Trust Fund. All property held by the Trustee under
the Trust Agreement at the time with respect to which such term
is used.
1.97 Valuation Date. The last business day of a calendar
month.
1.98 Value. (a) As used generally, fair market value, and
(b) as used with respect to a share of the PVH Common Stock and
with respect to any date, (i) the closing sales price of a share
of such common stock on the New York Stock Exchange on such date
or (ii) if there is no sale of such common stock on such exchange
on such date, the average of the bid and asked prices on such
exchange at the close of trading on such date.
1.99 Vested Account. Each of the separate Accounts which
the Committee is required to establish and maintain with respect
to a Participant or Former Participant in accordance with the
provisions of Section 7.05.
1.100 Vested Percentage. (a) If the Participant or Former
Participant with respect to whom such term is used shall have re-
ceived credit for five (5) or more Credited Vesting Years as of
the date with respect to which such term is used, one hundred
(100), and (b) if the provisions of clause (a) of this Section
shall not be applicable, zero; provided, however, that the Vested
Percentage of a Participant who shall attain his or her Normal
Retirement Date while in the employ (whether as an Associate or
Related Associate) of the Company and/or an Affiliated
<PAGE>
Corporation, or whose said employment shall have terminated by
reason of his or her death or Permanent Disability, shall be one
hundred (100), provided, further, however, that in the event that
the Vested Percentage of a Participant or Former Participant who
was a participant or former participant in the Pre-Amendment Plan
on the date immediately preceding the Amendment Date would be
greater if calculated under the provisions of the Pre-Amendment
Plan as in effect on such date, then such higher Vested
Percentage shall be used; provided, further, however, that, in
the event any Plan Year shall be a Top Heavy Year, then, the
Vested Percentage of a Participant or Former Participant shall be
determined in accordance with the provisions of the following
Table if such Table would yield a higher Vested Percentage:
Number of Credited
Vesting Years Vested Percentage
0 0%
1 0%
2 20%
3 40%
4 60%
5 or more 100%
1.101 Withdrawal. A payment made to a Participant or
Former Participant in accordance with the provisions of Section
10.02, 10.03, 10.04. or 10.12.
ARTICLE II
Eligibility; Participation
2.01 Pre-Amendment Date Participants. Each person who on
the Amendment Date (a) (i) shall be an Eligible Associate of one
<PAGE>
or more Employers with respect to the Plan and (ii) shall have
been a participant under the Pre-Amendment Plan on June 30, 1995,
shall continue to be a Participant in the Plan on the Amendment
Date.
2.02 General Participation Rule. Each person who, on the
Amendment Date or on any Entry Date thereafter, (a) shall be an
Eligible Associate of one or more Employers, (b) shall not be a
Former Participant in the Plan, (c) shall have completed an
Employment Year which shall be a Credited Employment Year, (d) in
the case of a person who shall first complete an Hour of Service
on or after the Amendment Date, shall have attained his or her
twenty-first (21st) birthday, and (e) shall not have been a
Participant in the Plan immediately prior to such date, shall be
eligible to become a Participant in the Plan on such Entry Date
or on any Entry Date thereafter on which he or she shall be an
Eligible Associate of one or more Employers with respect to such
Plan; provided, however, that, if under the terms of the Pre-
Amendment Plan, an Eligible Associate would have become a
Participant on an earlier Entry Date, such Eligible Associate
shall become a Participant on such earlier Entry Date.
2.03 Participation Rule with Respect to Transferred and
Rehired Associates. Each person who, on the Amendment Date or
any Entry Date thereafter,
(a) shall become an Eligible Associate of one or more
Employers
<PAGE>
and
(b) (i) shall be a Former Participant in the Plan or
(ii) shall, on one or more Entry Dates prior to such first
mentioned Entry Date, have been an Associate of the Company
and/or of one or more Affiliated Corporations and not an
Eligible Associate of one or more Employers,
shall be eligible to become a Participant on such first mentioned
Entry Date or on any Entry Date thereafter on which he or she
shall be an Eligible Associate of one or more Employers.
2.04 Election to Participate. Each person who shall be
eligible to become a Participant on any date and who shall, at
such time as shall be prescribed by the Committee, file with the
Company his or her election to do so, shall become a Participant
in the Plan on such date.
ARTICLE III
Payroll Authorizations; Payroll Contributions
3.01 (a) Initial Payroll Authorization. Subject to such
conditions as the Committee may at any time and from time to time
determine, each Participant who shall be an Eligible Associate of
one or more Employers and who shall desire to make contributions
to the Plan shall file with the Company his or her authorization
to his or her Employer to withhold, and to pay to the Trustee, as
such Participant's Payroll Contribution to such Plan, the
percentage therein specified, which shall be
<PAGE>
(i) in the case of a Participant who shall not be a
Highly Compensated Participant, one percent (1%) to fifteen
percent (15%) (in whole percentage increments),
or
(ii) in the case of a Participant who shall be a Highly
Compensated Participant, one percent (1%) to six percent
(6%) (in whole percentage increments),
of such Participant's Compensation from such Employer during
those periods with respect to which such Payroll Authorization
shall be in effect.
(b) Amendments of Payroll Authorization. Subject to such
conditions as the Committee may at any time and from time to time
determine and the limitations set forth in Section 3.01(a), each
Participant who shall be an Eligible Associate of one or more
Employers may at any time file with the Company an amendment of
such Participant's Payroll Authorization as then in effect which
shall provide that his or her Employer shall withhold, and shall
pay to the Trustee, as such Participant's Payroll Contribution to
the Plan in which he or she is a Participant, the percentage
therein specified, which shall be
(i) in the case of a Participant who shall not be a
Highly Compensated Participant, one percent (1%) to fifteen
percent (15%) (in whole percentage increments),
<PAGE>
or
(ii) in the case of a Participant who shall be a Highly
Compensated Participant, one percent (1%) to six percent
(6%) (in whole percentage increments),
of such Participant's Compensation from such Employer during
those periods with respect to which such modified Payroll Author-
ization shall be in effect which shall be different than the per-
centage provided in such Participant's Payroll Authorization in
effect at the time of the filing of such modification. Any such
modification shall become effective as promptly as shall be
administratively feasible after the date on which it is received
by the Company.
(c) Suspensions of Payroll Authorization. Subject to such
conditions as the Committee may at any time and from time to time
determine, each Participant who shall be an Eligible Associate of
one or more Employers may at any time file with the Company a
suspension of such Participant's Payroll Authorization as then in
effect which shall provide that his or her Employer shall not
withhold, or pay to the Trustee, as such Participant's Payroll
Contribution to the Plan in which he or she is a Participant, any
portion of such Participant's Compensation from such Employer
during those periods with respect to which such suspension shall
be in effect. Any such suspension shall become effective as
promptly as shall be administratively feasible after the date on
which it is received by the Company. Subject to such conditions
as the Committee may at any time and from time to time determine
and the limitations set forth in Sections 3.01(a), 10.01(b) and
<PAGE>
10.05, each Participant who shall be an Eligible Associate of one
or more Employers may at any time file with the Company a new
Payroll Authorization, which new Payroll Authorization shall
become effective as promptly as shall be administratively
feasible after the date on which it is received by the Company;
provided, however, that no such new Payroll Authorization shall
become effective prior to the expiration of six (6) months from
the effective date of the suspension to which it relates.
(d) Limitations on Contributions. Notwithstanding the
foregoing provisions of this Section 3.01, no Participant's
Payroll Contributions to the Plan with respect to any Plan Year
shall exceed the Contribution Limit with respect to such Plan
Year.
3.02 Withholding and Payment of Payroll Contributions to
Trustee; Credits to Accounts. Each Employer shall withhold from
the Compensation of each Participant during each period with
respect to which there shall be a Payroll Authorization of such
Participant in effect the percentage of the Compensation of such
Participant specified in such Payroll Authorization. As of, and
on or as promptly as shall be administratively feasible (but no
later than thirty (30) days) after, the Valuation Date occurring
in the calendar month in which such withholding shall occur, (a)
such Employer shall pay to the Trustee the aggregate amount of
such Employer's said withholdings with respect to such calendar
month and (b) as of such Valuation Date, the Committee shall
credit the amounts so paid to the Trustee with respect to each
<PAGE>
Participant to the Before Tax Accounts of such Participant in
accordance with his or her Investment Election as then in effect
and the Committee shall direct the Trustee to make appropriate
entries to the Funds. Notwithstanding the foregoing provisions
of this Section 3.02, no Employer shall withhold any amounts from
the Compensation otherwise payable to any Participant on any date
on which a registration statement with respect to the Plan shall
not be in effect under the Securities Act of 1933, as amended.
If and to the extent that the Participants in a Plan are included
in a unit of Associates covered by a collective bargaining
agreement, (i) the provisions of Section 3.03(a) shall, if and to
the extent that the Company in its sole and absolute discretion
shall so determine, be applied separately with respect to such
Associates and all other Associates and (ii) the provisions of
Sections 5.01 and 5.02 shall be applied separately with respect
to such Associates and all other Associates.
3.03 Additional Contributions. (a) As of, and on or as
promptly as shall be administratively feasible after, each
Anniversary Date, the Employers shall, if and to the extent that
the Company shall determine, pay to the Trustee, as the
Employers' Additional Contribution with respect to the Plan Year
in which such Anniversary Date shall occur, such amount, if any,
as the Company in its sole and absolute discretion shall deter-
mine and in such proportions as the Company shall reasonably
determine; if such Additional Contribution shall be made, it
shall be made at such time or times, not later than the time
<PAGE>
prescribed by the Code for the filing of the Company's federal
income tax return for its Taxable Year with or within which such
Plan Year shall end, including extensions of such time, as the
Company shall so determine.
(b) Upon the receipt of the Company's Additional Contribu-
tion, if any, with respect to any Plan Year, (i) the Committee
shall, as of the Anniversary Date occurring during such Plan
Year, allocate the same to and among those persons who shall be
Eligible Associates of one or more Employers and Participants on
such Anniversary Date and who shall not be Highly Compensated
Participants with respect to such Plan Year pro rata to their
Compensation with respect to such Plan Year and (ii) the
Committee shall, as of such Anniversary Date, credit to the
Before Tax Accounts of each of the Participants who shall have
received an allocation of a portion of the Employer's Additional
Contribution with respect to such Plan Year in accordance with
the provisions of clause (i) of this Section 3.03(b), the amount
so allocated to him or her in accordance with his or her
Investment Election as then in effect, and the Committee shall
direct the Trustee to make appropriate entries to the Funds.
3.04 Distribution of Excess Before Tax Contributions.
Notwithstanding the provisions of Section 3.01(d), if the total
Before Tax Contributions of any Participant made to the Plan and
any other employees' trust described in section 401(a) of the
Code during any Plan Year shall exceed the Contribution Limit
with respect to such Plan Year, and if such Participant shall
<PAGE>
notify the Committee not later than March 1 of the following Plan
Year (or such later date as the Committee may determine) of the
portion of such excess which he or she elects to allocate to the
Plan, the Committee shall (a) (i) direct the Trustee to dis-
tribute to such Participant, not later than the April 15th fol-
lowing the end of such Plan Year, the amount of such excess so
allocated to the Plan plus or minus the income or loss, if any,
allocable to such amount with respect to the Plan Year in which
such Before Tax Contribution was made (as determined in accor-
dance with the provisions of Section 5.03) and (ii) as of the
Anniversary Date next preceding the date of such distribution,
charge the amount thereof to his or her Before Tax Accounts in
proportion to the Before Tax Contributions credited thereto with
respect to such Plan Year and (b) as of such Anniversary Date,
(i) treat the Matching Contributions attributable to such excess
plus or minus the income or loss, if any, allocable to such
Matching Contributions with respect to the Plan Year in which
such Matching Contributions were made (as determined in accor-
dance with the provisions of Section 5.03) as a forfeiture and
(ii) charge the amount of such forfeiture to his or her Matching
Contribution Accounts in proportion to the Matching Contributions
credited thereto with respect to such Plan Year and credit the
same to the Company's Holding Account and the Committee shall
direct the Trustee to make appropriate entries to the Funds.
<PAGE>
ARTICLE IV
Employers' Contributions
4.01 Employers' Obligation to Make Matching Contributions.
As of, and on or as promptly as shall be administratively
feasible after, each Valuation Date, the Employers shall pay to
the Trustee, in such proportions as the Company shall reasonably
determine, as the Employers' Matching Contribution with respect
to the calendar month in which such Valuation Date shall occur,
the amount which, together with the amount equal to the credit
balance in the Company's Holding Account on such Valuation Date,
will enable the Committee to credit to the Matching Contribution
Accounts of each Participant whose Payroll Contribution shall
have been paid to the Trustee by his or her Employer as of such
Valuation Date a Matching Contribution in an amount equal to the
amount set forth in Section 4.02.
4.02 Credit of Matching Contributions to Accounts. The
Committee shall, as of and on or as promptly as shall be adminis-
tratively feasible after, each Valuation Date, credit to the
Matching Contribution Account in the PVH Fund of each Participant
who shall have made a Payroll Contribution as of such Valuation
Date a Matching Contribution in any amount equal to fifty percent
(50%) of such Participant's Payroll Contribution as of such
Valuation Date and the Committee shall direct the Trustee to make
appropriate entries to the PVH Fund; provided, however, that the
maximum amount of Matching Contributions which may be credited to
a Participant's Matching Contribution Account with respect to a
<PAGE>
Plan Year shall be three percent (3%) of his or her Compensation
with respect to such Plan Year.
4.03 Employers' Obligation to Make Top Heavy Contributions.
As of each Anniversary Date occurring in a Plan Year which shall
be a Top Heavy Year, the Employers shall pay to the Trustee, in
such proportions as the Company shall reasonably determine, as
the Employers' Top Heavy Contribution with respect to the Plan
Year in which such Anniversary Date shall occur, the amount which
will enable the Committee to credit to the Matching Contribution
Accounts of each person who shall be a Participant and an
Eligible Associate of one or more Employers on such Anniversary
Date, who shall not be a Key Associate with respect to such Plan
Year and who shall either not have been a participant in any
Related Defined Benefit Plan or any Related Defined Contribution
Plan during all or any portion of such Plan Year or shall have
been such a participant but shall not have accrued the minimum
benefit required by the provisions of section 416(b) of the Code,
in the case of any Related Defined Benefit Plan, or shall not
have been allocated the minimum amount required by the provisions
of section 416(c) of the Code, in the case of any Related Defined
Contribution Plan, an amount equal to the excess, if any, of
three percent (3%) of his or her Limitation Compensation with
respect to such Plan Year over the aggregate of the amounts
credited to his or her Matching Contribution Accounts as of
Valuation Dates (including such Anniversary Date) occurring
<PAGE>
during such Plan Year in accordance with the provisions of
Section 4.02.
4.04 Credit of Top Heavy Contributions to Accounts. The
Committee shall, as of and on or as promptly as shall be adminis-
tratively feasible after, each Anniversary Date, credit to the
Matching Contribution Accounts in the PVH Fund of each
Participant referred to in Section 4.03 the amount determined
with respect to him or her in accordance with the provisions of
Section 4.03 and the Committee shall direct the Trustee to make
appropriate entries to the PVH Fund.
ARTICLE V
Testing and Limitation
5.01 Aggregate Limitation. (a) Notwithstanding the
provisions of Sections 3.01 and 4.02, the sum of the Before Tax
Contributions and the Matching Contributions with respect to any
Plan Year made by or on behalf of a Participant who shall be a
Highly Compensated Participant with respect to such Plan Year
shall not exceed the Adjusted Maximum Contribution Percentage of
his Compensation with respect to such Plan Year.
(b) If the sum of the Before Tax Contributions and the
Matching Contributions with respect to any Plan Year made by or
on behalf of a Participant who shall be a Highly Compensated Par-
ticipant with respect to such Plan Year shall exceed the Adjusted
Maximum Contribution Percentage of his or her Compensation with
respect to such Plan Year, the Committee shall (i) direct the
<PAGE>
Trustee to distribute to and/or forfeit from such Participant,
not later than the March 15th following the end of such Plan
Year, the amount of such excess plus or minus the income or loss,
if any, allocable to such amount with respect to the Plan Year in
which such contributions were made (as determined in accordance
with the provisions of Section 5.03) and (ii) as of the
Anniversary Date next preceding the date of such distribution,
charge the amount of such distribution and/or forfeiture to his
or her Accounts in accordance with the provisions of Section
5.01(c) and the Committee shall direct the Trustee to make
appropriate entries to the Funds.
With respect to any Participant to whom any distribution is
required to be made and/or from whom any forfeiture is required
to be effected in accordance with provisions of Section 5.01(b),
(i) sixty-six and two-thirds percent (66-2/3%) thereof
shall be charged to such Participant's Before Tax Accounts
in proportion to the Payroll Contributions credited thereto
with respect to such Plan Year and distributed to such
Participant
and
(ii) the balance thereof shall be (A) charged to his
or her Matching Contribution Accounts, (B) forfeited by such
Participant and (C) credited to the Company's Holding
Account and the Committee shall direct the Trustee to make
appropriate entries to the Funds.
<PAGE>
5.02 Section 401(k) Limitation. (a) Notwithstanding the
provisions of Section 3.01, the Before Tax Contributions with
respect to any Plan Year made by or on behalf of a Participant
who shall be a Highly Compensated Participant with respect to
such Plan Year as determined after application of the provisions
of Section 5.01 shall not exceed the Adjusted Maximum Before Tax
Percentage of his or her Compensation with respect to such Plan
Year.
(b) If the Before Tax Contributions with respect to any
Plan Year made by or on behalf of a Participant who shall be a
Highly Compensated Participant with respect to such Plan Year as
determined after the application of the provisions of Section
5.01 shall exceed the Adjusted Maximum Before Tax Percentage of
his or her Compensation with respect to such Plan Year, the
Committee shall (i) direct the Trustee to distribute to such
Participant, no later than the March 15th following the end of
such Plan Year, the amount of such excess plus or minus the
income or loss, if any, allocable to such amount with respect to
the Plan Year in which such Before Tax Contributions were made
(as determined in accordance with the provisions of Section 5.03)
and (ii) as of the Anniversary Date next preceding the date of
such distribution, charge the amount thereof to his or her Before
Tax Accounts in proportion to the Payroll Contributions credited
thereto with respect to such Plan Year and the Committee shall
direct the Trustees to make appropriate entries to the Funds.
<PAGE>
(c) If all or any portion of the Before Tax Contributions
made by any Participant with respect to any Plan Year are
distributed to such Participant in accordance with the provisions
of Section 5.02(b), then, any Matching Contributions allocated to
such Participant with respect to such Plan Year in accordance
with the provisions of Section 4.02 with respect to such Before
Tax Contributions plus or minus the income or loss, if any,
allocable thereto with respect to such Plan Year (as determined
in accordance with the provisions of Section 5.03) shall be
forfeited and the Committee shall, as of the Anniversary Date
occurring during such Plan Year, charge the amount thereof to his
or her Matching Contribution Accounts and credit such amount to
the Company's Holding Account in the appropriate Plan and the
Committee shall direct the Trustee to make appropriate entries to
the PVH Fund.
5.03 Determination of Allocable Gains and Losses. If the
Committee shall be required to determine the amount of income or
loss allocable to any amounts which are required to be distrib-
uted to (or forfeited by) any Participant from any Account with
respect to any Plan Year in accordance with the provisions of
Sections 3.04, 5.01(b), 5.02(b) and/or 5.02(c), the same shall be
determined as follows:
(a) There shall first be determined the aggregate
amount of interest, gains or losses credited or charged to
such Account as of dates occurring during such Plan Year in
accordance with the provisions of Section 8.03.
<PAGE>
(b) There shall then be determined the amount equal to
the sum of (i) the excess, if any, of the credit balance in
such Account on the Anniversary Date occurring during such
Plan Year over the amount determined in accordance with the
provisions of Section 5.03(a) (with such amounts being
determined without giving effect to any Account Balance
Transfer Elections made by such Participant during such Plan
Year) and (ii) the aggregate amount distributed to such
Participant from such Account during such Plan Year
attributable to a loan made to such Participant (in
accordance with the provisions of Section 9.03) or any
Withdrawal made by such Participant.
(c) The amount determined in accordance with the
provisions of Section 5.03(a) shall then be multiplied by
the lesser of (i) one and (ii) the fraction the numerator of
which shall be the base amount to be returned (or forfeited
by) such Participant from such Account in accordance with
the provisions of whichever shall be applicable of Sections
3.04, 5.01(b), 5.02(b) and/or 5.02(c) and the denominator of
which shall be the amount determined in accordance with the
provisions of Section 5.03(b), and such product shall be the
amount of income or loss attributable to such amount
required to be distributed (or forfeited).
5.04 Ordering Rules with Respect to the Application of
Limitation and Testing Provisions. In giving effect to the
application of the provisions of Sections 3.04, 4.04, 5.01, 5.02
<PAGE>
and 5.05 (including the defined terms used therein), the
Committee shall follow the procedures set forth below:
(a) The provisions of Section 3.03 (dealing with
Additional Contributions) shall first be applied.
(b) The provisions of Section 4.04 (dealing with Top
Heavy Contributions) shall then be applied.
(c) The provisions of Section 3.04 (dealing with
Before Tax Contributions in excess of the 402(g) limit)
shall then be applied.
(d) The provisions of Section 5.05 (dealing with
aggregate allocations in excess of the 415(c) limit) shall
then be applied.
(e) The provisions of Section 5.01 (dealing with the
401(m) aggregate limitation) shall then be applied.
(f) The provisions of Section 5.02 (dealing with the
401(k) limitation) shall then be applied.
5.05 Section 415(c) Limitations. Notwithstanding the
provisions of Sections 3.01 and 4.02, the sum of the Before Tax
Contributions of any Participant with respect to any Plan Year
plus the amount of any Matching Contributions, Additional
Contributions and Top Heavy Contributions allocated to such
Participant with respect to such Plan Year shall not exceed an
amount equal to the excess, if any, of the lesser of (a) twenty-
<PAGE>
five percent (25%) of such Participant's Limitation Compensation
with respect to such Plan Year and (b) the Secretary's Limitation
Amount with respect to such Plan Year over the aggregate amount
of the contributions and forfeitures allocated to such
Participant under any Related Defined Contribution Plan with
respect to the plan year thereof ending with or within such Plan
Year.
Except as otherwise provided in Section 5.06, any amount not
so allocated because of the limitation provided for by the fore-
going provisions of this Section shall be credited to the
Company's Holding Account in the appropriate Plan until the
succeeding Valuation Date and disposed of in accordance with the
provisions of Section 4.01.
5.06 Mistake in Fact. In the event that, through a mistake
in fact within the meaning of section 403(c)(2)(A) of the Pension
Act, a contribution, or a part thereof, is made as of any date
which is in excess of the amount set forth in, or calculated in
accordance with the provisions of, the Plan, such contribution,
or part thereof, shall be returned to the Employers upon receipt
of a notice from the Company with regard to such mistake in fact
within one year after the payment of such contribution.
ARTICLE VI
Rollovers; Transfers
6.01 Rollover Contributions. Subject to the provisions of
Section 6.04, if any Eligible Associate shall receive an Eligible
<PAGE>
Rollover Distribution, such Eligible Associate may, upon prior
written notice to the Committee and within sixty (60) days of his
or her receipt of such distribution, transfer all or any portion
thereof to the Trustee to be held by it subject to all of the
terms and conditions of the applicable Plan and the Trust
Agreement; provided, however, that the amount of such transfer
shall not exceed the amount determined in accordance with the
provisions of section 402(c)(2) of the Code; provided, further,
however, that this Section shall not apply to any distribution to
an Eligible Associate who shall have attained the age of seventy
and one-half (70-1/2) in or prior to the Plan Year during which
such distribution is received by him or her.
6.02 Plan to Plan Transfers. Subject to the provisions of
Section 6.04, if any Eligible Associate shall be entitled to
receive an Eligible Rollover Distribution, and if such Eligible
Associate shall be entitled to, and shall, direct the Eligible
Payor Plan and the Committee shall so approve, the Trustee shall,
at the direction of the Committee, accept from the Eligible Payor
Plan a transfer of all or such portion thereof as such Partici-
pant shall so determine, to be held by the Trustee subject to all
of the terms and conditions of the applicable Plan and the Trust
Agreement; provided, however, that this Section shall not apply
to an Eligible Associate who shall have attained the age of
seventy and one-half (70-1/2) in or prior to the Plan Year during
which such transfer is contemplated to be made.
<PAGE>
6.03 Credit of Rollover Contributions to Accounts. If the
Trustee shall receive any cash and/or property referred to in
Sections 6.01 or 6.02, the Committee shall, as of the Valuation
Date concurrent with or next succeeding the date of such receipt,
credit the value thereof on the date of such receipt to the
Rollover Accounts of such transferring Associate in accordance
with his or her Investment Election as then in effect and effect
corresponding entries to the Funds.
6.04 Committee Requirement With Respect to Rollovers. The
Committee may require, as a condition of the acceptance by the
Trustee of any cash and/or property referred to in Sections 6.01
or 6.02, the delivery to the Committee of such evidence as the
Committee shall determine that such cash and/or property is as
described in said Sections 6.01 or 6.02 and the age of such
Participant.
6.05 Participation. An Eligible Associate making a Roll-
over Contribution prior to becoming a Participant hereunder shall
be deemed to be a Participant for all purposes of the Plan except
for Articles III and IV hereof.
<PAGE>
ARTICLE VII
Accounts; Domestic Relations Orders; Credits and Charges
7.01 Matching Contribution Accounts. The Committee shall
establish on its books a separate Matching Contribution Account
with respect to each Fund for each Participant and Former
<PAGE>
Participant and shall maintain each such Account at all times
while there shall be a credit balance therein.
7.02 After Tax Accounts. The Committee shall establish on
its books a separate After Tax Account with respect to each Fund
for each Participant or Former Participant who shall have made an
After Tax Contribution under the Pre-Amendment Plan and shall
maintain each such Account at all times while there shall be a
credit balance therein. The credit balance in each such Account
shall at all times be one hundred percent (100%) vested and non-
forfeitable.
7.03 Before Tax Accounts. The Committee shall establish on
its books a separate Before Tax Account with respect to each Fund
for each Participant or Former Participant who shall at any time
have made (or be deemed to have made) a Before Tax Contribution
hereunder and shall maintain each such Account at all times while
there shall be a credit balance therein. The credit balance in
each such Account shall at all times be one hundred percent
(100%) vested and non-forfeitable.
7.04 Suspense Account. The Committee shall establish on it
books a separate Suspense Account with respect to each Fund for
each Former Participant to whom the provisions of Sections 10.07
and 10.08 shall apply and shall maintain each such Account until
whichever shall occur earlier of (a) the Vested Percentage of
such Former Participant becoming equal to one hundred (100) and
(b) the completion by such Former Participant of a Break Year;
<PAGE>
provided, however, that, in the event that, at the time a
Suspense Account is required to be established with respect to
any Former Participant, one or more Suspense Accounts shall
already be in existence with respect to him or her, a new and
separate Suspense Account shall be established with respect to
him or her and all credits and charges to such new and separate
Suspense Account, and to each other Suspense Account maintained
with respect to him or her, shall be effected without regard to
any other Suspense Account maintained with respect to him or
her.
7.05 Vested Accounts. The Committee shall establish on
its books a separate Vested Account with respect to each Fund for
each Participant and Former Participant whose Vested Percentage
shall exceed zero and shall maintain each such Account at all
times while there shall be a credit balance therein. The credit
balance in each such Account shall at all times be one hundred
percent (100%) vested and non-forfeitable.
7.06 Rollover Accounts. The Committee shall establish on
its books a separate Rollover Account with respect to each Fund
for each Participant who shall at any time have effected a
Rollover Contribution hereunder and shall maintain each such
Account at all times while there shall be a credit balance
therein. The credit balance in each such Account shall at all
times be one hundred percent (100%) vested and non-forfeitable.
<PAGE>
7.07 Palm Beach Retirement Contributions Accounts. The
Committee shall establish on its books a separate Palm Beach
Retirement Contributions Account with respect to each Participant
who shall have had such an account under the Pre-Amendment Plan
on the date immediately preceding the Amendment Date. The credit
balance in each such account shall be equal to the credit balance
in each such account under the Pre-Amendment Plan as in effect
immediately prior to the Amendment Date and shall at all times be
one hundred percent (100%) vested and non-forfeitable.
7.08 Holding Account. The Committee shall establish and
maintain on its books a separate Holding Account for the Company
which shall be a part of the PVH Fund and which shall be used to
hold the forfeitures attributable to Former Participants until
the disposition thereof as provided in Article IV.
7.09 Segregated Accounts with Respect to Qualified Domestic
Relations Orders. If any Participant or Former Participant shall
become subject to the provisions of a Domestic Relations Order
which is served upon the Committee, then, notwithstanding any
other provisions hereof to the contrary, the Committee shall, as
of and on or as promptly as shall be administratively feasible
after the Valuation Date concurrent with or next succeeding the
date of its receipt of such Domestic Relations Order,
(a) if the Committee shall have theretofore determined
that such Domestic Relations Order is a Qualified Domestic
Relations Order, transfer from such Participant's or Former
<PAGE>
Participant's Accounts to the corresponding Accounts of the
QDRO Payee under such Domestic Relations Order the amount
required to be so transferred and thereafter treat the same
as if such QDRO Payee were his or her Originating
Participant with respect thereto except to the extent
otherwise specifically provided hereunder or thereunder,
or
(b) if the Committee shall not have theretofore deter-
mined that such Domestic Relations Order is a Qualified
Domestic Relations Order, transfer from such Participant's
or Former Participant's Accounts to a segregated account to
be maintained by the Committee and disposed of as provided
in Section 7.10 any amounts then payable hereunder to such
Participant or Former Participant and which would be re-
quired to be so transferred or paid to such QDRO Payee if
such Domestic Relations Order were determined to be a
Qualified Domestic Relations Order,
and, in either case, the Committee shall make appropriate credits
and charges to such Accounts.
7.10 Account Credits and Charges Resulting from Qualified
Domestic Relations Order; Segregated Accounts. Each segregated
account referred to in Section 7.09 shall be disposed of as fol
lows:
(a) If the Committee shall, within eighteen (18)
months of its receipt of the Domestic Relations Order as a
<PAGE>
result of which such segregated account was established,
determine that such Domestic Relations Order is a Qualified
Domestic Relations Order, the Committee shall, as promptly
as shall be administratively feasible after the date of such
determination, cause an amount equal to the credit balance
in such segregated account to be paid to the QDRO Payee
named therein.
(b) If the provisions of Section 7.10(a) shall not be
applicable, then, the Committee shall, as promptly as shall
be administratively feasible after its determination that
such Domestic Relations Order is not a Qualified Domestic
Relations Order or the expiration of the eighteen (18) month
period referred to in Section 7.10(a), as the case may be,
cause an amount equal to the credit balance in such segre-
gated account to be paid to such Participant or Former Par-
ticipant.
7.11 Effect of Qualified Domestic Relations Orders. If the
Committee shall be served with a Domestic Relations Order which
is timely determined to be a Qualified Domestic Relations Order,
the Committee shall, as of the Valuation Date concurrent with or
next succeeding the date of such determination, charge to the
Accounts of the Participant or Former Participant referred to
therein and credit to the corresponding Accounts of the QDRO
Payee thereunder in accordance with his or her Investment Elec-
tion as then in effect the amount required to be transferred
thereby, and thereafter treat the same as if such QDRO Payee were
<PAGE>
his or her Originating Participant with respect thereto except to
the extent otherwise specifically provided hereunder or there-
under.
7.12 General Account Credits and Charges. Except as
otherwise provided in Section 5.05, the Committee shall make the
credits and charges to the Accounts specifically provided for
herein, and such other credits and charges to such Accounts as
may be necessary or desirable in order to correct errors in the
administration of the Plan and to carry out the intent and
meaning of the Plan and the Trust Agreement and such credits and
charges shall be made in such order as shall be necessary or
desirable in order to carry out the intent and meaning of the
Plan and the Trust Agreement.
ARTICLE VIII
Trust Fund; General
8.01 Funds. (a) The Trustee shall establish and maintain
the PVH Fund, the value of which as of each Valuation Date shall
be equal to the aggregate of the credit balances in the Company's
Holding Accounts and the respective Accounts which shall be a
part of such Fund of the Participants and Former Participants as
of such Valuation Date and the assets of which shall be invested
by the Trustee in accordance with the terms of the Trust Agree-
ment in shares of the PVH Common Stock and in such short-term
obligations and other so-called money-market investments as shall
be authorized by the Trust Agreement.
<PAGE>
(b) The Trustee shall establish and maintain such other
Funds as shall be determined by the Company with such investment
objectives as shall be established by the Company and the value
of each Fund as of each Valuation Date shall be equal to the
aggregate of the credit balances in the respective Accounts which
shall be a part of such Fund of the Participants and Former Par-
ticipants as of such Valuation Date and the assets of which shall
be invested by the Trustee in accordance with the provisions of
the Trust Agreement and in furtherance of such objectives.
(c) The Trustee shall establish and maintain the Fixed
Income Fund which shall have the same investments as in the Fixed
Income Fund under the Pre-Amendment Plan as in effect as in
effect immediately prior to the Amendment Date.
8.02 Trust Requirement. The Trustee shall hold each
contribution and all other sums and all other property at any
time received or acquired by it under the Trust Agreement in
trust for the uses and purposes herein and therein set forth and
shall allocate the same to the Funds in accordance with the
provisions of the Investment Elections and Account Balance
Transfer Elections of the Participants and Former Participants
and their respective QDRO Payees and Beneficiaries and the Plan
in accordance with the directions of the Committee.
8.03 Allocation of Gains and Losses. As of each Valuation
Date, the Committee shall determine (a) the value of each Fund
exclusive, in the case of the PVH Fund, of any amounts credited
<PAGE>
to the Company's Holding Accounts as of the Prior Valuation Date,
and (b) the credit balances on the Prior Valuation Date in the
respective Accounts (other than, in the case of the PVH Fund, the
Company's Holding Account) which shall be a part of such Fund of
the Participants and Former Participants who shall be Partici-
pants or Former Participants on such Valuation Date and who shall
have been Participants or Former Participants on the Prior
Valuation Date. If the value of such Fund so determined shall
exceed the total of such credit balances, the amount of such
excess shall be allocated to, and credited to such respective
Accounts of, such Participants and Former Participants, pro rata
to the respective credit balances in said Accounts on the Prior
Valuation Date. If the total of such credit balances shall
exceed the value of such Fund so determined, the amount of such
excess shall be allocated to, and charged to such respective
Accounts of, such Participants and Former Participants, pro rata
to the respective credit balances in said Accounts on the Prior
Valuation Date.
8.04 Spendthrift Provisions. The sole interest of each
Participant and Former Participant and their respective QDRO
Payees and Beneficiaries under the Plan shall be to receive the
benefits provided for in the Plan and the Trust Agreement as and
when the same shall become due and payable in accordance with the
terms hereof, and neither any Participant nor any Former Par-
ticipant nor any of their respective QDRO Payees or Beneficiaries
shall have any right, title or interest in or to the Trust Fund
<PAGE>
or any other moneys or other properties at any time held by the
Trustee under the Trust Agreement. Except as otherwise provided
in section 401(a)(13)(B) of the Code, the right of any Partici-
pant or Former Participant or any QDRO Payee or Beneficiary of
any Participant or Former Participant to receive or have applied
to his or her use any payment becoming due under the Plan shall
not be subject to alienation or assignment.
8.05 Pass Through Voting. Upon the submission of any
matter for a vote of the stockholders of the Company of any
matter which, if approved or disapproved by such stockholders,
could (in the opinion of the Committee) result in a Change in
Control of the Company, then, the Committee shall vote the shares
of the PVH Common Stock held in the PVH Fund with respect to such
matter solely on the following terms and conditions:
(a) Upon receipt by the Committee of any proxy state-
ment, notice or other communication to the stockholders of
the Company with respect to such matter, the Committee shall
deliver, or cause to be delivered, to each Participant and
Former Participant (i) a copy of such proxy statement,
notice or other communication and (ii) a statement of the
estimated number shares of the PVH Common Stock with respect
to which such Participant or Former Participant is entitled
to direct the vote.
(b) If any Participant or Former Participant shall
notify the Committee, not later than such time prior to the
<PAGE>
date of the meeting of the stockholders of the Company at
which a vote is to be taken with respect to such matter as
the Committee shall reasonably determine, of the manner in
which he or she desires that a number of shares of the PVH
Common Stock equal to his or her Allocable Voting Shares
with respect to such matter shall be voted, the Committee
shall vote such number of shares of the PVH Common Stock
with respect to such matter in accordance with such notice.
Any notice given by a Participant or Former Participant in
accordance with the provisions of this Section 8.05(b) may
be modified or revoked by such Participant or Former
Participant subject to the deadline hereinbefore in this
Section 8.05(b) set forth applicable to the giving of such
notice.
(c) If the number of shares of the PVH Common Stock
with respect to which the Committee is entitled to vote with
respect to such matter shall exceed the number of shares
with respect to which directions are timely received by the
Committee in accordance with the provisions of Section
8.05(b), the number of shares of the PVH Common Stock equal
to such excess shall be voted by the Committee with respect
to such matter as the Committee shall, in its sole and
absolute discretion, so determine.
(d) For the purposes of this Section 8.05, the term
"Allocable Voting Shares", as used with respect to a
Participant or Former Participant and with respect to a
<PAGE>
matter which is submitted for a vote of the stockholders of
the Company, shall mean the largest whole number of shares
of the PVH Common Stock the value of which on the Valuation
Date concurrent with or next preceding the record date for
determining the stockholders of the Company entitled to vote
on such matter shall be equal to or less than the aggregate
value on such Valuation Date of the Accounts of such Par-
ticipant or Former Participant which shall be a part of the
PVH Fund.
8.06 Procedure With Respect to Tender Offers. In the event
that any Person shall make a tender or exchange offer for, or a
request an invitation for tender or exchange of, the shares of
PVH Common Stock (an "Offer") to which the provisions of section
13(e) or section 14(d) of the Exchange Act shall apply, then, the
Committee shall accept and/or reject such Offer solely on the
following terms and conditions:
(a) Upon receipt by the Committee of any offer
statement or other offer material (within the meaning of
Rule 13e-4 or Rule 14d-1 under the Exchange Act) ("Mate-
rial"), the Committee shall deliver, or cause to be deliver-
ed, to each Participant and Former Participant (i) a copy of
such Material and (ii) a statement of the estimated number
of shares of the PVH Common Stock with respect to which such
Participant or Former Participant is entitled to direct the
acceptance or rejection of such Offer.
<PAGE>
(b) If any Participant or Former Participant shall
notify the Committee, not later than such time prior to the
expiration of such Offer as the Committee shall reasonably
determine, that he or she desires that the Committee accept
or reject such Offer with respect to a number of shares of
the PVH Common Stock equal to all, and not less than all, of
his or her Allocable Offer Shares with respect to such
Offer, the Committee shall accept or reject such Offer with
respect to such number of shares of the PVH Common Stock in
accordance with the provisions of such notice. Any notice
given by a Participant or Former Participant in accordance
with the provisions of this Section 8.06(b) may be modified
or revoked by such Participant or Former Participant subject
to the deadline hereinbefore in this Section 8.06(b) set
forth applicable to the giving of such notice.
(c) If the number of shares of the PVH Common Stock
with respect to which the Committee is entitled to accept or
reject the Offer shall exceed the number of shares with
respect to which directions are timely received by the
Committee in accordance with the provisions of Section
8.06(b), the Committee shall accept or reject the Offer with
respect to all or a portion of the number of shares of the
PVH Common Stock equal to such excess as the Committee
shall, in its sole and absolute discretion, so determine.
(d) In the event that such Offer shall, in accordance
with the preceding provisions of this Section 8.06, be
<PAGE>
accepted by the Committee in whole or in part, the proceeds
resulting from such acceptance shall be allocated among all
Accounts which shall be a part of the PVH Fund in accordance
with the provisions of Section 8.03 maintained for the
benefit of the Participants and Former Participants, if any,
who shall have directed the Committee to accept such Offer
in accordance with the provisions of Section 8.06(b) and, if
the Committee shall have accepted such Offer in accordance
with the provisions of Section 8.06(c), among all such
Accounts maintained for the benefit of the Participants and
Former Participants, if any, who shall not have directed the
Committee to reject such Offer in accordance with the provi-
sions of Section 8.06(b).
(e) As of, and on or as promptly as shall be adminis-
tratively feasible after, the Valuation Date concurrent with
or next succeeding the date of the receipt by the Trustee of
any proceeds referred to in Section 8.06(d), (i) the Commit-
tee shall cause the Trustee to establish a new and distinct
fund (the "Additional Fund") as provided in Section 8.01(b)
and transfer from the PVH Fund to the Additional Fund the
amount of such proceeds and any income attributable thereto
and (ii) the Committee shall establish a separate Account as
a part of the Additional Fund with respect to each Partici-
pant and Former Participant referred to in said Section
8.06(d) and shall charge to each of his or her Accounts
which are a part of PVH Fund the amount allocated to such
<PAGE>
Account in accordance with the provisions of said Section
8.06(d) and any income attributable thereto and credit such
amount to his or her Account of the same type which is a
part of the Additional Fund.
(f) For the purposes of this Section 8.06, (i) the
term "Allocable Offer Shares", as used with respect to a
Participant or Former Participant and with respect to an
Offer, shall mean the largest whole number of shares of the
PVH Common Stock the value of which on the Applicable
Valuation Date with respect to such Offer shall be equal to
or less than the aggregate value on such Valuation Date of
the Accounts of such Participant or Former Participant which
shall be a part of the PVH Fund, (ii) the term "Applicable
Valuation Date", as used with respect to an Offer, shall
mean the latest Valuation Date which shall occur at least
fifteen (15) days prior to the expiration date of such
Offer, (iii) the term "Person" shall mean any individual,
partnership, firm, trust, corporation or other similar en-
tity and (iv) when two (2) or more Persons act as a partner-
ship, limited partnership, syndicate or other group for the
purpose of acquiring, holding or disposing of securities of
the Company, such partnership, limited partnership, syndi-
cate or group shall be deemed a "Person".
<PAGE>
ARTICLE IX
Investment Elections; Account Balance Transfers
9.01 Investment Elections. Subject to such conditions as
the Committee may at any time and from time to time prescribe,
each Participant may file with the Committee such Participant's
Investment Election as to what percentage of the contributions
other than Matching Contributions and Top Heavy Contributions, if
any, allocated to such Participant with respect to the period
with respect to which such Investment Election shall be in effect
shall be credited to each of such Participant's appropriate
Accounts; provided, however, that no Participant may elect to
have a percentage in excess of twenty-five percent (25%) of his
or her Before Tax Contributions and Rollover Contributions
credited to his or her Accounts in the PVH Fund; provided,
further, however, that no Participant may elect to have any
contributions credited to his or her Accounts in the Fixed Income
Fund.
9.02 Account Balance Transfers. (a) General Rule. At such
time or times prior to each Valuation Date as the Committee shall
from time to time prescribe, and subject to such conditions as
the Committee may at any time and from time to time prescribe,
each Participant or Former Participant (or, in the event of his
or her death, his or her Beneficiaries) may file with the
Committee his or her Account Balance Transfer Election to have
all or any portion of the credit balance in any one or more of
his or her Accounts other than Matching Contribution Accounts
<PAGE>
which are required to be invested in the PVH Fund as of such
Valuation Date transferred from such Account to another Account
of the same type in a different Fund; provided, however, that no
election to transfer all or any portion of the credit balance in
any one or more of his or her Accounts into Accounts of the same
type in the PVH Fund may be made by a Participant or Former
Participant (or, in the event of his or her death, his or her
Beneficiaries) if, as of the Valuation Date immediately preceding
such first mentioned Valuation Date, twenty-five percent (25%) or
more of the credit balances of his or her Accounts (other than
Matching Contribution Accounts) shall be a part of the PVH Fund.
As of, and on or as promptly as shall be administratively
feasible after, such Valuation Date, the Committee shall charge
and credit to such Accounts the amount so transferred (without
any interest or earnings accrued thereon from and after such
Account Balance Transfer Date) and direct the Trustee to effect
corresponding entries to the Funds; provided, however, that no
such election by a Participant who shall be a Section 16(b)
Participant shall become effective prior to the expiration of a
period of six (6) months after the latest to occur of (i) the
effective date of his or her first Payroll Contribution to the
Plan, (ii) the effective date of the last date on which he or she
shall have resumed Payroll Contributions to the Plan as provided
in the last sentence of Section 3.01(c) and (iii) the effective
date of the last such modification; provided, further, however,
that a Participant who shall be a Section 16(b) Participant may
only file an Account Balance Transfer Election with respect to an
<PAGE>
Account which shall be a part of the PVH Fund during the ten (10)
day "window period" beginning on the third day following the
release by the Company of its quarterly financial information.
Notwithstanding the foregoing provisions of this Section 9.02(a),
no election may be filed to transfer any amounts into the Fixed
Income Fund as of any Valuation Date and, except at such time or
times and subject to such conditions as the Committee may from
time to time determine, no election may be made to transfer
amounts out of the Fixed Income Fund as of any Valuation Date.
(b) Special Rule for Non-Transferable Accounts. Notwith-
standing the foregoing provisions of this Section 9.02, at such
time or times prior to each Valuation Date as the Committee shall
from time to time prescribe, each Participant or Former Partici-
pant (or, in the event of his or her death, his or her Benefi-
ciaries) may file with the Committee his or her Account Balance
<PAGE>
Transfer Election to have the entire credit balance in his or her
Accounts which shall be Non-Transferable Accounts transferred
from such Accounts in the PVH Fund to Accounts of corresponding
types but which shall not be Non-Transferable Accounts in differ-
ent Funds. As of, and on or as promptly as shall be administra-
tively feasible after, such Valuation Date, the Committee shall
charge and credit to such Accounts the amount so transferred
(without any interest or earnings accrued thereon from and after
such Valuation Date) and effect corresponding entries to the
Funds; provided, however, that a Participant who shall be a
Section 16(b) Participant may only file an Account Balance
Transfer Election with respect to an Account which shall be a
part of the PVH Fund during the ten (10) day "window period"
beginning on the third day following the release by the Company
of its quarterly financial information.
(c) Special Rule for Matching Contribution Accounts.
Notwithstanding the foregoing provisions of this Section 9.02, at
such time or times prior to each Valuation Date as the Committee
shall from time to time prescribe, each Participant or Former
Participant who shall have attained his or her fifty-fifth (55th)
birthday on or prior to such Valuation Date may file with the
Committee his or her Account Balance Transfer Election to have
all or a portion of the credit balance in his or her Matching
Contribution Accounts which shall be a part of the PVH Fund
transferred to Matching Contribution Accounts in a different Fund
or Funds. As of, and on or as promptly as shall be administra-
tively feasible after, such Valuation Date, the Committee shall
charge and credit to such Accounts the amount so transferred
(without any interest or earnings accrued thereon from and after
such Account Balance Transfer Date) and effect corresponding
entries to the Funds; provided, however, that a Participant who
shall be a Section 16(b) Participant may only file an Account
Balance Transfer Election with respect to an Account which shall
be a part of the PVH Fund during the ten (10) day "window period"
beginning on the third day following the release by the Company
of its quarterly financial information.
<PAGE>
9.03. Loans. (a) Subject to such conditions as the
Committee may at any time and from time to time determine, upon
the application of any Participant or Former Participant who is a
"party in interest" within the meaning of section 3(14) of the
Pension Act, a loan shall be made to such Participant or Former
Participant under the Plan. The Committee shall provide that
loans be made available to all Participants and Former Partici-
pants in a uniform, nondiscriminatory manner and on a reasonably
equivalent basis. Only one loan may be outstanding at any time
with respect to any Participant or Former Participant.
(b) The minimum amount of any loan shall be $1,000.
(c) Loans made available to a Participant or Former
Participant in accordance with the provisions of Section 9.03(a)
when added to the outstanding balance of all other loans made by
the Plan and all other Related Defined Benefit Plans and Related
Defined Contribution Plans to such Participant or Former
Participant shall not exceed the lesser of:
(i) $50,000 as reduced by the excess, if any, of the
highest outstanding balance of any loans previously made by
the Plan and all such other plans to such Participant or
Former Participant during the one (1) year period ending on
the day before the date on which such loan is to be made
over the outstanding balance of any loans previously made by
the Plan and all such other plans to such Participant or
Former Participant on the date on which such loan is made
<PAGE>
or
(ii) fifty percent (50%) of the credit balance in his
or her Accounts which shall be one hundred percent (100%)
vested and non-forfeitable.
The Committee shall require that any Participant or Former
Participant who receives a loan shall (A) give to the Trustee
adequate security for the repayment of the amount of such loan
(including a lien on the credit balance in his or her Accounts),
(B) issue to the Trustee his or her promissory note for such
amount, which note shall (I) have a term of not more than five
(5) years (fifteen (15) years, if such amount is used to acquire
the principal residence of the Participant or Former Partici-
pant), (II) bear interest at a rate commensurate with prevailing
interest rates charged by persons in the business of lending
money for loans made under similar circumstances, and (III)
provide for a payment schedule sufficient to pay the current
interest and to amortize the principal of such loan on a sub-
stantially level basis over the term of such note and (C) irre-
vocably authorize the Company and each Affiliated Corporation to
withhold from Compensation and other amounts payable to him or
her by the Company and/or such Affiliated Corporation and to pay
directly to the Trustee the amount required to be paid under such
note or provide for such other method of payment as may be
acceptable to the Committee. A loan may be pre-paid at any time;
provided, however, that any pre-payment shall include the full
<PAGE>
principal amount of such loan and all interest accrued to the
date of such pre-payment.
(d) The Trustee shall hold each note issued by any Partici-
pant or Former Participant in accordance with the provisions of
Section 9.03(a) separately from such Participant's or Former
Participant's Accounts and, except as otherwise specifically
provided herein, neither such note nor any amounts due and owing
to the Trust Fund with respect to such note shall be part of the
credit balance in such Participant's or Former Participant's Ac-
counts.
(e) The Committee shall, (i) as of the Valuation Date
concurrent with the making of any loan referred to in Section
9.03(a), charge the amount of such loan to the Accounts of the
Participant or Former Participant making the same and (ii) as of
the Valuation Date concurrent with or next succeeding the
Trustee's receipt of any principal and/or interest payments with
respect to the note evidencing such loan, credit the same to the
Trust Fund and to the Accounts of such Participant or Former
Participant in accordance with his or her Investment Election as
then in effect.
(f) In the event that a Participant or Former Participant
shall not have fully repaid a loan upon the earliest to occur of
(i) such Participant's or Former Participant's death,
<PAGE>
(ii) such Participant's or Former Participant's
ceasing to be a Participant or Former Participant in the
Plan,
(iii) a determination that such Participant or Former
Participant made a material misrepresentation in his or her
loan application,
(iv) such Participant's or Former Participant's filing
for relief under the United States Bankruptcy Code
or
(v) the termination of the Plan,
the promissory note described in Section 9.03(b) shall be con-
sidered to be in default and the Trustee shall satisfy such loan
and cancel such promissory note by repaying the outstanding
balance of such loan from such Participant's or Former
Participant's Accounts when such Accounts become distributable
under the terms of the Plan.
(g) Notwithstanding the foregoing provisions of this
Section 9.03, any loan outstanding on the Amendment Date to a
Participant was a participant in the Pre-Amendment Plan as in
effect on the date immediately preceding the Amendment Date shall
be subject to the terms and conditions applicable to loans made
under the Pre-Amendment Plan as in effect on the date immediately
preceding the Amendment Date.
<PAGE>
ARTICLE X
Termination of Participation; Withdrawals; Determination and
Payment of Benefits
10.01 Termination of Participation. (a) Nothing contained
herein shall require the Company or any Affiliated Corporation to
continue any Participant in its employ or require any Participant
to continue in the employ of the Company and/or any Affiliated
Corporation or require the Company and/or any Affiliated
Corporation to rehire any Former Participant.
(b) If any Participant shall cease to be an Eligible As-
sociate of one or more Employers but shall continue to be
employed by or a Related Associate of the Company and/or any
Affiliated Corporation, his or her participation under the
applicable Plan shall continue while he or she shall be an
Associate or Related Associate of the Company or an Affiliated
Corporation but not an Eligible Associate of one or more
Employers, but he or she shall not be entitled to share in any
allocations of the Matching Contributions, the Additional
Contributions and the Top Heavy Contributions and he or she shall
be deemed to have suspended his or her Payroll Authorization as
then in effect for the period during which he or she shall be so
employed but shall not be an Eligible Associate, and such Payroll
Authorization shall not be subject to renewal during such period.
(c) If any Participant shall cease to be an Associate or
Related Associate of the Company and all Affiliated Corporations
<PAGE>
for any reason whatever, including his or her death, his or her
participation under the Plan shall terminate as of the last
business day of the calendar month in which such cessation shall
occur.
10.02 Withdrawal of After Tax Contributions. Upon the
request to the Committee of any Participant or Former Partici-
pant, there shall be paid to such Participant or Former Par-
ticipant in cash the amount equal to whichever shall be least of
(a) the amount specified in, or calculated in accordance with the
provisions of, such request, (b) the amount equal to the excess,
if any, of the aggregate of the After Tax Contributions there-
tofore made by such Participant or Former Participant over the
aggregate of the amounts theretofore paid to such Participant or
Former Participant in accordance with the provisions of this
Section 10.02 or (c) the aggregate of the credit balances in his
or her After Tax Accounts as of the Valuation Date of payment.
Such payment shall be made as of, and on or as promptly as shall
be administratively feasible after, the Valuation Date next
succeeding the date of the receipt of such request by the
Committee (without any interest or earnings accrued thereon from
and after such Valuation Date) and the Committee shall, as of
such Valuation Date, charge such payments pro rata to his or her
After Tax Accounts.
10.03 Withdrawal of Vested Matching Contributions. (a)
Upon the request to the Committee of any Participant whose Vested
Percentage shall be one hundred (100), such Participant shall be
<PAGE>
entitled to receive a benefit in an amount equal to whichever
shall be lesser of (a) the amount specified in, or calculated in
accordance with the provisions of, such request and (b) the
amount equal to the credit balances in his or her Matching
Contribution Accounts on the Valuation Date following the date of
the receipt of such request by the Committee which shall be
attributable to contributions allocated to him or her at least
two (2) years prior to such Valuation Date.
(b) Each payment referred to in Section 10.03(a) shall be
made as of, and as promptly as administratively feasible after,
the Valuation Date following the date on which the request
therefor is received by the Committee (without any interest or
earnings accrued thereon from and after such Valuation Date), and
the Committee shall, as of such Valuation Date, charge such
payment to the Matching Contribution Accounts of the Participant
requesting the same and direct the Trustee to effect correspond-
ing entries to the Funds.
10.04 Withdrawal of Before Tax Contributions and Rollover
Contributions. (a) Upon the request to the Committee of any
Participant, if the Committee shall in its sole and absolute
discretion and in accordance with the provisions of Section
10.04(b) determine that such Participant has suffered an imme-
diate and heavy financial need, there shall be paid to such
Participant in cash the amount equal to whichever shall be least
of (i) the amount specified in, or calculated in accordance with
provisions of, such request, (ii) the amount equal to the excess,
<PAGE>
if any, of the aggregate of the Before Tax Contributions (but not
any earnings thereon) and Rollover Contributions theretofore made
by such Participant over the aggregate of the amounts theretofore
paid to such Participant in accordance with the provisions of
this Section 10.04(a), (iii) such amount as shall be determined
by the Committee in accordance with the provisions of Section
10.04(b) to satisfy such financial need or (iv) the aggregate of
the credit balances in his or her Before Tax Accounts and
Rollover Accounts as of the Valuation Date of payment. Such
payment shall be made as of, and on or as promptly as shall be
administratively feasible after, the Valuation Date next succeed-
ing the date of the approval of such request by the Committee
(without any interest or earnings accrued thereon from and after
such Valuation Date) and the Committee shall, as of such Valua-
tion Date, charge such payment pro rata to his or her Before Tax
Accounts and Rollover Accounts and direct the Trustee to make
appropriate entries to the Funds. No Withdrawal shall be made by
any Participant in accordance with the provisions of this Section
10.04(a) unless such Participant shall have made the maximum
amount of the Withdrawal permitted under the provisions of
Sections 10.02 and 10.03 and shall have made the maximum loan
permitted under the provisions of Section 9.03.
(b) In determining the amount of a Withdrawal to be per-
mitted under the provisions of Section 10.04(a), the Committee
shall examine all relevant facts and circumstances to determine
whether the Participant requesting such Withdrawal has an imme-
<PAGE>
diate and heavy financial need. A financial need shall not fail
to be immediate and heavy merely because such need was reasonably
foreseeable or voluntarily incurred by such Participant. The
Committee shall require a Participant to submit any and all
documentation which it deems necessary to substantiate the
existence of a financial need. The circumstances under which a
financial need shall be deemed to exist shall include financial
needs attributable to:
(i) medical expenses described in section 213(d) of
the Code previously incurred by such Participant, his or her
Spouse or any dependents of such Participant (as defined in
section 152 of the Code) or necessary for such persons to
obtain medical care described in section 213(d) of the Code;
(ii) purchase (excluding mortgage payments) of a
principal residence of such Participant;
(iii) payment of tuition, related educational fees and
room and board expenses for the next twelve (12) months of
post-secondary education for such Participant, his or her
Spouse or any children or dependents of such Participant (as
defined in section 152 of the Code); or
(iv) the need to prevent the eviction of such Partici-
pant from his or her principal residence or foreclosure on
the mortgage of such Participant's principal residence.
<PAGE>
(c) A distribution in accordance with the provisions of
Section 10.04(a) will not be treated as necessary to satisfy an
immediate and heavy financial need of a Participant if and to the
extent that the amount of such distribution is in excess of the
amount required to relieve the financial need of such Participant
or to the extent that such need may be satisfied from other
resources that are reasonably available to such Participant;
provided, however, that the amount of the distribution shall
include any amounts necessary to pay any federal, state or local
income taxes or penalties reasonably anticipated to result from
such distribution. This determination shall be made in the sole
and absolute discretion of the Committee on the basis of all
relevant facts and circumstances. A distribution generally may
be treated as necessary to satisfy a financial need if the
Committee reasonably relies upon a Participant's written
representation that the need cannot be relieved:
(i) through reimbursement or compensation by insurance
or otherwise;
(ii) by reasonable liquidation of such Participant's
assets, to the extent such liquidation would not itself
cause an immediate and heavy financial need;
(iii) by cessation of Payroll Contributions under the
Plan and cessation of contributions to each other plan in
which such Participant is eligible to participate; or
<PAGE>
(iv) by other distributions or nontaxable (at the time
of the loan) loans from the Plan and from every other plan
maintained by the Company and/or any Affiliated Corporation
or by borrowing from commercial sources on reasonable
commercial terms.
For purposes of this Section 10.04, a need cannot reasonably
be relieved by any of the means set forth above if the effect of
the use of such means would be to increase the amount of the
Participant's need. In addition, for purposes of this Section
10.04, a Participant's resources shall be deemed to include those
assets of his or her Spouse and minor children that are
reasonably available to such Participant.
10.05 Prohibitions Resulting from Withdrawal. (a) If any
Participant shall effect a Withdrawal as of any Valuation Date,
such Withdrawal shall be deemed to be a suspension of such
Participant's Payroll Authorization as then in effect commencing
on the first day of the calendar month next succeeding the
calendar month in which such Valuation Date shall occur, and such
Payroll Authorization shall not be subject to renewal until (i)
the first day of the calendar month occurring at least twelve
(12) months subsequent to such Valuation Date, if such Withdrawal
shall be a Withdrawal referred to in Section 10.04, or (ii) the
first day of the calendar month occurring at least six (6) months
subsequent to such Valuation Date, if such Withdrawal shall not
be a Withdrawal referred to in Section 10.04.
<PAGE>
(b) A Participant who has effected a Withdrawal referred to
in Section 10.04 shall not be eligible to make contributions to
any Prohibited Plan maintained by the Company and/or any
Affiliated Corporation from the date of such Withdrawal until the
first day of the calendar month occurring at least twelve (12)
months subsequent to the date of such Withdrawal.
(c) If any Participant shall effect a Withdrawal referred
to in Section 10.04 as of any Valuation Date, then, notwithstand-
ing the provisions of Section 3.01, his or her Before Tax Contri-
butions to the Plan with respect to the Plan Year following the
Plan Year in which such Withdrawal shall be effected shall not
exceed an amount equal to the excess of the $7,000 limitation
referred to in section 402(g)(1) of the Code as adjusted with
respect to the calendar year ending contemporaneously with such
following Plan Year in accordance with the provisions of section
402(g)(5) if the Code over his or her Before Tax Contributions to
the Plan with respect to the Plan Year in which such Withdrawal
shall be effected.
10.06 Limited Guarantee. In the event that (a) the sum of
(i) the credit balances in the Before Tax Accounts and After Tax
Accounts and (ii) the Vested Percentage of the credit balance in
the Matching Contribution Accounts of any Former Participant on
the Valuation Date concurrent with his or her Termination Date
shall be less than the aggregate of the Payroll Contributions
theretofore made by such Former Participant and not distributed
to such Participant in accordance with the provisions of Sections
<PAGE>
3.04, 5.01(b), 5.02(b) or 5.06, and (b) such Former Participant
shall not at any time have effected a Withdrawal or otherwise re-
ceived any benefits under the Plan, then, the Committee shall, as
of such Valuation Date, treat an amount equal to the lesser of
(i) the excess of the aggregate of the Payroll
Contributions theretofore made by such Former Participant
under the Plan and not so distributed over the sum of (A)
the credit balances in his or her After Tax Accounts on such
Valuation Date, (B) the credit balances in his or her Before
Tax Accounts on such Valuation Date and (C) the Vested
Percentage of the credit balances in his or her Matching
Contribution Accounts on such Valuation Date
or
(ii) an amount equal to the Non-Vested Percentage of
the credit balances in his or her Matching Contribution
Accounts on such Valuation Date
as if such amount was included in the fully vested portion of the
credit balances in his or her Matching Contribution Accounts.
10.07 Disposition of Matching Contribution Accounts. The
Committee shall, as of, and on or as promptly as shall be admin-
istratively feasible after, the Valuation Date concurrent with or
next succeeding the earlier to occur of a Former Participant's
Initial Payment Date or Required Beginning Date and, if his or
her Required Beginning Date shall be prior to his or her Termi-
<PAGE>
nation Date, as of each Valuation Date thereafter through and
including the Valuation Date concurrent with his or her Termi-
nation Date,
(a) charge to his or her Matching Contribution
Accounts, and credit to his or her corresponding Vested
Accounts, an amount equal to his or her Vested Percentage of
the credit balance in such Matching Contribution Accounts as
of such Valuation Date
and
(b) charge to such Matching Contribution Accounts, and
credit to his or her corresponding Suspense Accounts, an
amount equal to the remainder, if any, of the credit balance
in such Matching Contribution Accounts as of such Valuation
Date.
10.08 Disposition of Suspense Accounts. The credit balance
in each Suspense Account of a Participant or Former Participant
shall be disposed of as follows:
(a) If such Suspense Account shall be terminated by
reason of such Participant's or Former Participant's Vested
Percentage becoming equal to one hundred (100), the Commit-
tee shall, as of the Anniversary Date occurring in the Plan
Year in which such Vested Percentage shall so become equal
to one hundred (100), charge to such Suspense Account, and
credit to such Participant's or Former Participant's corre-
<PAGE>
sponding Vested Account, an amount equal to the credit
balance in such Suspense Account as of such Anniversary
Date.
(b) If such Suspense Account shall be terminated by
reason of such Former Participant's having incurred a Break
Year, the Committee shall, as of the Anniversary Date
occurring in such Break Year, (i) charge to such Suspense
Account, and credit to such Former Participant's corres-
ponding Vested Account, an amount equal to the Suspense
Vested Portion thereof and (ii) charge to such Suspense
Account, and credit to the Company's Holding Account, an
amount equal to the remainder, if any, of the credit balance
therein and direct the Trustee to make appropriate entries
to the Funds.
(c) If any Former Participant who shall have had a
Suspense Account established with respect to him or her
disposed of in accordance with the provisions of Section
10.08(b) shall once again become a Participant prior to the
completion of five (5) consecutive Break Years, and if he or
she shall then receive credit for a Credited Vesting Year,
then, the Company shall, as of, and on or as promptly as
shall be administratively feasible after, the Anniversary
Date following the date on which such Former Participant
shall have received credit for such Credited Vesting Year,
pay to the Trustee an amount equal to the amount forfeited
with respect to such Suspense Account in accordance with the
<PAGE>
provisions of Section 10.08(b) and the Committee shall
credit the amount so paid to the Trustee to such Suspense
Account and direct the Trustee to make appropriate entries
to the Funds.
10.09 Payment of Benefits. (a) Each Original Payee who
shall achieve his or her Initial Payment Date shall, except as
otherwise provided in Section 10.10, be entitled to receive an
amount equal to the sum of (i) the credit balances in his or her
Before Tax Accounts and his or her After Tax Accounts as of his
or her Initial Payment Date, (ii) the credit balances in his or
her Vested Accounts as of his or her Initial Payment Date and
(iii) the credit balance in his or her Rollover Accounts as of
his or her Initial Payment Date. Such amount shall be payable to
such Original Payee as of, and on or as promptly as shall be
administratively feasible after, such Initial Payment Date
(without any interest or earnings accrued thereon from and after
such Initial Payment Date); provided, however, that the credit
balance in an Original Payee's Palm Beach Contribution Account,
if any, shall be payable in accordance with the provisions of
Appendix B; provided, further, however, that an Original Payee's
Annuity Benefit Amount, if any, shall be payable in accordance
with the provisions of Appendix A.
(b) Each Original Payee who shall have been entitled to
receive a distribution from the Pre-Amendment Plan as in effect
on the date immediately preceding the Amendment Date may elect to
receive his or her benefit in annual installments in a number
<PAGE>
selected by the Participant (not less than two (2) and not more
than ten (10); provided, however, that the credit balance in an
Original Payee's Palm Beach Retirement Contributions Account, if
any, shall be payable in accordance with the provisions of
Appendix B; provided, further, however, that an Original Payee's
Annuity Benefit Amount, if any, shall be payable in accordance
with the provisions of Appendix A.
(c) The Committee shall, as of the Valuation Date concur-
rent with a Former Participant's Initial Payment Date, charge to
each of such Former Participant's Accounts the amounts referred
to in Section 10.09(a) or 10.09(b) and direct the Trustee to make
corresponding entries to the Funds.
10.10 Election of Stock Payment. All payments referred to
in Section 10.09(a) shall be made in cash in a single sum as of,
and on or as promptly as shall be administratively feasible
after, the Valuation Date as of which such payment is required to
be made (without any interest or earnings accrued thereon from
and after such Valuation Date); provided, however, that, if any
Former Participant (or, in the event of his or her death, his or
her Beneficiaries) shall, no later than fifteen (15) days prior
to such Valuation Date, file with the Committee a Stock Payment
Election, then, the Committee shall direct the Trustee to dis-
tribute to such Former Participant (or his or her Beneficiaries)
the largest whole number of shares of the PVH Common Stock,
registered in the name of such Former Participant (or his or her
Beneficiaries), the value of which on such Valuation Date shall
<PAGE>
be equal to or less than the amounts charged to those of such
Former Participant's Accounts which shall be a part of the PVH
Fund in accordance with the provisions of Section 10.09(b) and
pay in cash to such Former Participant (or his or her Benefi-
ciaries) an amount equal to the excess, if any, of the amounts so
charged to such Accounts over such value of such shares so dis-
tributed and the Committee shall direct the Trustee to make
corresponding entries to the PVH Fund.
10.11 Required Distribution. Each Participant whose
Required Beginning Date shall precede his or her Termination Date
shall be entitled to receive annual installments during the
period commencing on his or her Required Beginning Date and
ending with the installment due as of the Anniversary Date next
preceding his or her Termination Date, the first such installment
being payable as of, and on or as promptly as shall be adminis-
tratively feasible after, the Anniversary Date concurrent with
his or her Required Beginning Date and each subsequent install-
ment being payable as of, and on or as promptly as shall be
administratively feasible after, each subsequent Anniversary Date
thereafter. Each installment shall be in an amount equal to the
fraction of the aggregate amount of the credit balances in his or
her Accounts on the Anniversary Date next preceding the Anniver-
sary Date as of which payment of such installment is to be made
the numerator of which shall be one and the denominator of which
shall be
<PAGE>
(a) if his or her Beneficiary on such Anniversary Date
shall be his or her Spouse, the largest whole number which
shall be equal to or less than the expected return multiple
derived from Table VI contained in Regulation 1.72-9
promulgated under the Code based upon the birthdays of such
Participant and his or her Spouse occurring in the calendar
year in which such Anniversary Date shall occur,
or
(b) if his or her Beneficiary on such Anniversary Date
shall be a natural person who shall not be his or her
Spouse, the largest whole number which shall be equal to or
less than the expected return multiple derived from said
Table VI based upon the birthdays of such Participant or
Former Participant and such Primary Beneficiary occurring in
the calendar year in which such Anniversary Date shall
occur, except that, if such Primary Beneficiary shall be
more than ten (10) years younger than such Participant, such
expected return multiple shall be determined on the
assumption that the date of birth of such Beneficiary is ten
(10) years after the date of the birth of such Participant,
or
(c) if his or her Beneficiary on such Anniversary Date
shall not be a natural person, his or her Applicable
Denominator shall not exceed the largest whole number which
shall be equal to or less than the expected return multiple
<PAGE>
derived from Table V contained in such Regulation based upon
the birthday of such Participant occurring in the calendar
year in which such Anniversary Date shall occur
(without any interest or earnings accrued thereon from and after
such Anniversary Date) or such greater amounts as may be required
under Regulations promulgated by the Secretary of the Treasury
under the authority of section 401(a)(9) of the Code and the
Committee shall charge such amount pro rata to such Accounts and
the Committee shall direct the Trustee to make corresponding
entries to the Funds. If such Participant shall have theretofore
filed with the Committee a Stock Payment Election, the Committee
shall direct the Trustee to distribute to such Participant the
largest whole number of shares of the PVH Common Stock,
registered in the name of such Participant, the value of which on
such Anniversary Date shall be equal to or less than the amounts
so charged to those of such Accounts which shall be a part of the
PVH Fund and, in any event, pay in cash to such Participant an
amount equal to the excess, if any, of the amounts so charged to
such Accounts over such value of such shares so distributed.
10.12 Age 59-1/2 Distribution. As of any Valuation Date on
or after a Participant's attainment of age fifty-nine and one-
half (59-1/2), a Participant may make a Withdrawal of the entire
value of his or her Accounts by giving notice to that effect to
the Committee, in writing, at least thirty (30) days in advance
of such Valuation Date; provided, however, that no such
Withdrawal may be made with respect to the Non-Vested Percentage
<PAGE>
of the credit balance or a Participant's Matching Contribution
Accounts. Such payment shall be made as of, and on or as
promptly as shall be administratively feasible after, such
Valuation Date (without any interest or earnings accrued thereon
from and after such Valuation Date) and the Committee shall, as
of such Valuation Date, charge such payment to such Participant's
Accounts and direct the Trustee to make corresponding entries to
the Funds.
10.13 Direct Rollovers. Notwithstanding the foregoing
provisions of this Article X, if a Former Participant or Spouse
of a deceased Former Participant who is entitled to receive an
Eligible Rollout Distribution shall become a participant in an
Eligible Receptacle Plan, and if such Former Participant or
Spouse of a deceased Former Participant shall so direct, and the
appropriate fiduciaries of such Eligible Receptacle Plan shall
agree, the Trustee shall, at the direction of the Committee,
transfer from the Trust to such Eligible Receptacle Plan an
amount equal to such portion of such Eligible Rollout Distri-
bution as such Former Participant shall determine. Such amount
shall be transferred as of and on or as promptly as shall be
administratively feasible after the Valuation Date next succeed-
ing the date of such request.
10.14 Section 401(a)(14) Requirement. Notwithstanding any
other provisions of the Plan to the contrary, if any payment in
accordance with the provisions of Section 10.09(a), 10.11 or
10.13 is to be made as of a Valuation Date which shall be on or
<PAGE>
subsequent to the Normal Retirement Date of the Participant or
Former Participant referred to therein, such payment (or a
substantial portion thereof) shall be made no later than the
sixtieth (60th) day next succeeding the last day of the Plan Year
in which such Valuation Date shall occur.
10.15 Withholding. All payments made to any Participant or
Former Participant (and/or his or her QDRO Payee or Beneficia-
ries) shall be subject to withholding and to such other deduc-
tions as shall at the time of such payment be required pursuant
to any income tax or other law, whether of the United States or
any other jurisdiction, and the delivery to the Committee of such
receipts and/or releases as the Committee may reasonably request
and, in the case of payments to QDRO Payees or Beneficiaries of
deceased Former Participants, the delivery to the Committee of
all necessary tax waivers and other documents.
10.16 Payments to Minors. If the Beneficiary of any
Participant, Former Participant or QDRO Payee shall be a minor,
the Committee shall be fully protected if any payment required to
be made to such minor is made to any person who shall be a
custodian for such minor under the provisions of the Uniform
Gifts to Minors Act in effect in the State in which such minor
shall reside at the time of such payment.
10.17 Missing Payees. Notwithstanding any provisions
hereof to the contrary, if the Committee is unable to locate any
Former Participant, QDRO Payee or Beneficiary who is entitled to
<PAGE>
a payment of his or her benefits within five (5) years of his or
her Initial Payment Date, such amounts shall be treated as a
forfeiture and credited to the Company's Holding Account as of
the Anniversary Date concurrent with or next succeeding the date
of such forfeiture and the Committee shall direct the Trustee to
make appropriate entries to the Funds; provided, however, that,
in the event such Former Participant, QDRO Payee or Beneficiary
is located subsequent to the time such a forfeiture occurs and
prior to the termination of the Plan, the amount forfeited, but
not any interest or earnings thereon, shall be restored by the
Company to such Former Participant's or QDRO Payee's Accounts no
later than the Valuation Date concurrent with or immediately
succeeding the date on which such Former Participant, QDRO Payee
or Beneficiary is located, the Committee shall direct the Trustee
to make appropriate entries to the Funds and such amount shall be
distributed in accordance with the provisions of this Article X.
ARTICLE XI
The Committee
11.01 The Committee. There shall at all times be at least
three (3) individuals, any or all of whom may be Participants or
Former Participants, acting as a Committee hereunder.
11.02 Resignation and Removal of Committee Members. Any
Committee member may at any time resign by giving to the Company
and to the remaining Committee member or Committee members, if
any, then acting hereunder written notice of such resignation;
<PAGE>
any such resignation shall become effective upon the last
business day of the calendar month next succeeding the calendar
month in which such notice shall be received by the Company or on
such earlier date as the Company may determine. The Board may at
any time remove any or all of the Committee members then acting
hereunder by giving written notice of such removal to all of the
Committee members then acting hereunder; any such removal shall
become effective immediately upon the delivery of such notice to
the Committee member so removed or on such later date as may be
specified in such notice.
11.03 Appointment of Committee Members. The Board may, at
any time and from time to time, and, if at any time there shall
be less than three (3) Committee members acting hereunder, the
Board shall, designate one or more individuals to act as an
additional or successor Committee member or Committee members by
giving written notice of such designation to the Committee member
or Committee members, if any, then acting hereunder and to each
such designee; any such designation shall become effective upon
the execution and delivery by such designee to the Company of a
written instrument agreeing to act as a Committee member under
the terms and provisions of the Plan or on such later date as may
be specified in such first mentioned notice.
11.04 Prohibition Against Self Determination. No Committee
member at any time acting hereunder who is a Participant or
Former Participant shall, acting in his or her capacity as a
Committee member, have any voice in any decision of the Committee
<PAGE>
made uniquely with respect to such Committee member or his or her
participation or benefits hereunder.
11.05 Majority Rule. In the event of any disagreement
among the Committee members at any time acting hereunder and
authorized to act with respect to any matter, the decision of a
majority of said Committee members authorized to act upon such
matter shall be controlling and shall be binding and conclusive
upon all persons, including, but not limited to, the Employers,
all persons at any time in the employ of the Company and/or any
Affiliated Corporation, the Participants and Former Participants
and their respective QDRO Payees and Beneficiaries, and upon the
respective successors, assigns, executors, administrators, heirs,
next-of-kin and distributees of all of the foregoing.
11.06 Successor Committee Members. Subject to the provi-
sions of Section 11.04, each additional and each successor Com-
mittee member at any time acting hereunder shall have all of the
rights and powers (including discretionary rights and powers) and
all of the privileges and immunities hereby conferred upon the
original Committee members hereunder and all of the duties and
obligations so imposed upon the original Committee members
hereunder.
11.07 No Bond. Except as otherwise required by law, no
Committee member at any time acting hereunder shall be required
to give any bond or other security for the faithful performance
of his duties as such Committee member.
<PAGE>
11.08 Named Fiduciary. The Company and each member of the
Committee shall be deemed to be a "named fiduciary" within the
meaning of section 402(a)(2) of the Pension Act with respect to
the Plan. The Company shall be deemed to be the "administrator"
of the Plan within the meaning of section 3(16)(A) of the Pension
Act.
ARTICLE XII
Administration
12.01 Control. Except as otherwise specifically provided
herein or in the Trust Agreement, the Trustee shall have the
responsibility for the management and control of the assets of
the Trust and the Committee shall have the remaining
administrative responsibility with respect to the Plan.
12.02 Auditors, Accounts and Attorneys. The Committee may
retain auditors, accountants and legal counsel selected by it.
Any Committee member may himself or herself act in any such
capacity, and any such auditor, accountant and legal counsel may
be persons acting in a similar capacity for the Company and/or
any Affiliated Corporation and may be an Associate of the Company
and/or any Affiliated Corporation. The opinion of any such
auditor, accountant or legal counsel shall be full and complete
authority and protection in respect of any action taken, suffered
or omitted by the Committee in good faith and in accordance with
such opinion.
<PAGE>
12.03 Designation of Service Providers. The Committee may
engage such persons as it shall determine to perform on its
behalf the services required of it hereunder and, without in any
manner limiting the generality of the foregoing, may, by a
written instrument, (a) designate each or any of the Committee
members and/or any one or more other persons, severally or
jointly, to execute, on behalf of the Committee, all documents
and other instruments proper, necessary or desirable in order to
effectuate the purposes of the Plan and the Trust Agreement and
(b) change any such designation theretofore made. Any Committee
member acting by himself or herself may similarly revoke any such
designation theretofore made. Any third party may rely upon the
continued effectiveness of any such designation until such third
party shall have notice of the change or revocation thereof.
12.04 Compensation and Expenses. Each Committee member who
shall not be a Participant in the Plan and/or a full-time
Associate of the Company and/or any Affiliated Corporation shall
be entitled to receive, as compensation for his or her services
hereunder, such fees as he or she and the Company may from time
to time agree. The Company shall pay such compensation and shall
also pay (and/or reimburse the Committee for) the reasonable ex-
penses incurred by the Committee in the administration of the
Plan and the Trust, including, but not limited to, the fees and
compensation of the persons referred to in Sections 12.02, 12.03
and 12.06, but all brokerage commissions, transfer taxes, income
<PAGE>
taxes and similar fees and expenses shall be charged against the
Fund to which they relate.
12.05 Records and Forms. The Employers, the Committee and
the Trustee shall each keep such records, and shall each give
timely notice to the others of such information, as shall be
proper, necessary or desirable in order to effectuate the
purposes of the Plan and the Trust Agreement. Neither any
Employer nor the Committee nor the Trustee shall be required to
duplicate any records kept by any of the others. To the extent
that the Company and/or the Committee shall prescribe forms for
use by the Participants and Former Participants and their respec-
tive QDRO Payees and Beneficiaries in communicating with the Em-
ployers or the Committee, as the case may be, and shall establish
periods during which communications may be received, they shall
respectively be protected in disregarding any notice or communi-
cation for which a form shall so have been prescribed and which
shall not be made on such form, and any notice or communication
or election for the receipt of which a period shall so have been
established and which shall not be received during such period.
The Employers and the Committee shall respectively also be pro-
tected in accepting any notice or communication or election which
shall not be made on the proper form and/or in accepting any
notice or communication or election which shall not be received
during the proper period, and their doing so shall not be deemed
to create any precedent with respect thereto. The Employers and
the Committee shall respectively also be protected in acting upon
<PAGE>
any notice or other communication purporting to be signed by any
person and reasonably believed to be genuine and accurate.
12.06 Allocation and Delegation of Responsibilities. In
addition to all rights to allocate and delegate responsibilities,
obligations or duties specifically granted to the Committee by
the provisions hereof, it is specifically understood that the
Committee members are hereby granted, and shall always have, to
the fullest extent allowed by law, by a written instrument
executed by all of them and revocable by any one or more of them,
the power to allocate any and all specific responsibilities,
obligations or duties among themselves and to delegate to any
other person, firm or corporation (including the Company and/or
any Affiliated Corporation) the obligation to carry out any
responsibilities of the Committee hereunder and, to the extent of
any such allocation or delegation, the Committee member or mem-
bers effecting such allocation or delegation shall have no
responsibility for any acts or omissions of the Committee member
or members or other person, firm or corporation to whom such
responsibilities, obligations or duties have been allocated or
delegated.
12.07 Prudent Person Rule. In the administration of the
Plan, the members of the Committee shall discharge their duties
solely in the interest of the Participants and Former Partici-
pants and their respective QDRO Payees and Beneficiaries for the
exclusive purpose of providing benefits to the Participants and
Former Participants and their respective QDRO Payees and
<PAGE>
Beneficiaries and the payment of the expenses of the Plan and the
Trust with the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent person acting in a
like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims.
12.08 Non-Discrimination Requirement. All determinations
made hereunder by the Company or the Committee shall be made in
the sole and absolute discretion of the Company or of the
Committee, as the case may be. Neither the Company nor the
Committee, in making any such determination, or in taking any
other action in connection with the administration of the Plan,
shall discriminate in favor of persons who are Highly Compensated
Associates of one or more Employers.
12.09 Disputed Matters. In the event that any disputed
matter shall arise hereunder, including, but not limited to, any
matter relating to the eligibility of any person to participate
under the Plan, the participation of any person under the Plan,
the amounts payable to any person under the Plan and the applic-
ability and interpretation of the provisions of the Plan, the
decision of the Committee upon such matter shall be binding and
conclusive upon all persons, including, but not limited to, the
Employers, the Committee members, all persons at any time in the
employ of the Company and/or any Affiliated Corporation and the
Participants and Former Participants and their respective QDRO
Payees and Beneficiaries, and upon the respective successors,
<PAGE>
assigns, executors, administrators, heirs, next-of-kin and
distributees of all of the foregoing.
12.10 Exculpation of Committee Members and Service
Providers. Except as otherwise provided in section 405(a) of the
Pension Act, (a) no Committee member shall be answerable or
accountable for any act, default, neglect or misconduct of the
Trustee, (b) no Committee member shall be answerable or account-
able for any act, default, neglect or misconduct of any person
referred to in Sections 12.02, 12.03 and 12.06 or of any deposi-
tory of any funds of the Trust or of any other person transacting
business with the Committee if such person, depository or custo-
dian shall have been selected by the Committee in good faith and
if the selection of such person, depository or custodian or the
allocation and delegation to such person, depository or custodian
shall not constitute a violation of section 404(a)(1) of the Pen-
sion Act, (c) no Committee member shall be answerable or account-
able for any act, default, neglect or misconduct of any other
Committee member or members or be otherwise answerable or account-
able under any circumstances whatever except for his or her own
bad faith to the extent that responsibilities, obligations or
duties have been allocated to the Trustee or such other Committee
member or members in accordance with the provisions of Sections
12.03 or 12.06 and (d) no auditor, accountant or legal counsel
retained by the Committee or any person engaged by the Committee
for the purposes set forth in Sections 12.02 or 12.06 shall be
answerable or accountable under any circumstances whatever except
<PAGE>
for the breach of responsibilities, obligations or duties
specifically imposed upon and allocated to him or her by the Com-
mittee.
12.11 Exculpation of Employers, Officers and Directors. No
Employer shall have any responsibility or liability whatever
hereunder or under the Trust Agreement except to make any payment
to the Trustee required under the provisions hereof or thereof,
and no director or officer of any Employer who is not a Committee
member shall have any responsibility or liability whatever
hereunder or under the Trust Agreement, and no director or
officer of any Employer who is a Committee member shall have any
responsibility or liability whatever hereunder or under the Trust
Agreement other than by reason of being a Committee member.
ARTICLE XIII
Adoption by Subsidiaries
13.01 Adopted by Affiliated Corporations. Any Affiliated
Corporation may, pursuant to a resolution of its board of
directors, with the consent of the Board, adopt the Plan for the
exclusive benefit of its Associates eligible to participate
hereunder; provided, however, that each Affiliated Corporation
which was an Employer under the Pre-Amendment Plan immediately
prior to the Amendment Date shall be deemed to have adopted the
Plan as of the Amendment Date without the necessity of any
further action by the Board or such Affiliated Corporation. Such
adoption shall be effective as of such Entry Date thereafter as
<PAGE>
shall be specified by such subsidiary and consented to by the
Board.
13.02 Adoption by New Affiliated Corporations. If any
division of an Employer shall be incorporated and shall thereby
become an Affiliated Corporation, then, unless the Board shall
otherwise determine, such Affiliated Corporation shall be deemed
to have adopted the Plan effective as of the date of such
incorporation and shall become an Employer hereunder as of such
date without the necessity for any action by its board of direc-
tors and without the necessity of the consent of the Board.
13.03 Corporate Reorganizations. Any corporation into
which an Employer may be merged, or with which it may be
consolidated, or any corporation resulting from any merger,
reorganization or consolidation to which an Employer may be a
party, or any corporation to which all or substantially all of
the assets of an Employer may be transferred, shall, so long as
it shall continue to be a subsidiary of the Company, continue as
an Employer hereunder without the execution or filing of any
instrument or the performance of any further act.
ARTICLE XIV
Amendment; Termination; Merger
14.01 Power to Amend and Terminate. The Company may, at
any time and from time to time, pursuant to a resolution of the
Board, amend, prospectively or retroactively, the terms and pro-
visions of the Plan and/or the Trust Agreement and any Employer
<PAGE>
may, at any time, pursuant to a resolution of its board of
directors, similarly terminate the Plan and/or the Trust with
respect to its Associates; provided, however, that, (a) no such
amendment or termination shall adversely affect the credit
balance, if any, in any Participant's or Former Participant's
Accounts on the date of such amendment or termination or reduce
the Vested Percentage thereof, (b) notwithstanding any such
amendment or termination, except as otherwise provided in Section
5.06, it shall be impossible, whether by operation or natural
termination of the Plan or the Trust, or in accordance with the
provisions of this Section, or by the happening of a contingency,
or by collateral arrangement, or by any other means, for any part
of the corpus of or the income from the Trust to be used for, or
diverted to, purposes other than the exclusive benefit of the
Participants and Former Participants and their respective QDRO
Payees and Beneficiaries and the payment of the expenses of the
Plan and the Trust, and (c) no such amendment or termination
shall adversely affect the amount which any Participant, Former
Participant, QDRO Payee or Beneficiary shall be entitled to
receive if the effective date of such amendment or termination
were his or her Termination Date (or, in the case of a QDRO
Payee, the Termination Date of her Originating Participant).
14.02 Termination and Discontinuance of Contributions. In
the event of, and upon, the termination or partial termination of
the Plan for any cause or the complete discontinuance of
contributions, whether or not the Trust shall also terminate
<PAGE>
concurrently therewith, (a) the credit balances in the Accounts
of all Participants and Former Participants in the Plan (or, in
the case of the partial termination of the Plan, the Accounts of
the Participants and Former Participants affected thereby) shall
become one hundred percent (100%) vested and non-forfeitable and
(b) the Committee shall direct the Trustee, as of, and on or as
promptly as shall be administratively feasible after, whichever
shall occur first of (i) the termination of a Participant's
employment by the Company and all Affiliated Corporations and
(ii) the termination of the Trust, to pay, in accordance with the
provisions of Article X hereof, to such Participant or Former
Participant (and/or his or her QDRO Payee or Beneficiaries) the
amount to which he or she is entitled, in the case of termination
of participation, or would have been entitled if his or her
participation had terminated at the time of such termination of
the Trust, in the case of the termination of the Trust.
14.03 Merger Prohibition. Neither the Plan nor the Trust
shall be merged or consolidated with, or transfer any of its
assets or liabilities to, another plan and/or trust, as the case
may be, unless, immediately after such merger, consolidation or
transfer, each Participant, Former Participant, QDRO Payee and
Beneficiary shall be entitled to receive a benefit which is at
least as large as the benefit he or she would have been entitled
to receive if such Plan and/or Trust had been terminated
immediately prior to such merger, consolidation or transfer.
<PAGE>
ARTICLE XV
Construction
15.01 New York Law. The Plan has been executed in, and,
except as otherwise provided in section 514 of the Pension Act,
the Plan shall be construed and regulated in accordance with the
laws of, the State of New York.
15.02 Context. To the extent that the context shall
permit, any masculine pronoun used herein shall be construed to
include also the similar feminine pronoun, any feminine pronoun
used herein shall be construed to include also the similar mascu-
line pronoun, any singular word so used shall be construed to
include also the similar plural word and any plural word so used
shall be construed to include also the similar singular word.
15.03 Headings. The section headings contained herein are
for reference purposes only, and shall not in any way affect the
meaning or interpretation of the Plan.
15.04 Close of Business. Any reference herein to any date
or day shall be deemed to be a reference to the close of business
on such date or day.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this amendment
and restatement of the Plan to be adopted and executed as of the
day and year first written above.
PHILLIPS-VAN HEUSEN CORPORATION
By: ___________________________
APPENDIX A
I. Form of Distribution Attributable to the Annuity Benefit
Amount Attributable to Transfers from the Palm Beach Incorporated
Retirement Investment Savings Plan and the 401(k) Savings and
Thrift Plan of Trifari, Krussman & Fishel:
A. Upon a Participant's retirement or other termination of
employment (other than death, such Participant shall be
entitled to elect one of the following forms of payment
with respect to the Annuity Benefit Amount by filing
the appropriate form with the Committee in accordance
with such rules and procedures as the Committee shall
prescribe:
(a) A single life annuity;
(b) A joint and 50%, 66-2/3% or 100% surviving spouse
annuity;
(c) A joint and 50%, 66-2/3% or 100% contingent
annuity;
(d) A period certain and life annuity for a period of
5, 10 or 15 years;
provided that if the Participant elects to receive the
Annuity Benefit Amount in the form of an annuity, such
Participant shall be subject to the qualified joint and
survivor annuity rules described in Part II of this
Appendix A.
Notwithstanding the foregoing, a Participant who is
entitled to receive an Annuity Benefit Amount
attributable to the Palm Beach Retirement Contributions
Account shall be subject to the provisions of Appendix
B hereof.
A Participant shall be given the right, by filing the
appropriate form with the Committee at least 15 days in
advance (or such other period as the Committee may from
time to time prescribe), to elect to receive a
distribution of his or her account balance in the form
of the options provided under this Appendix A.
In the absence of a distribution election, the
distribution of the Participant's account balance shall
be made in a single lump sum in cash upon his or her
attainment of Normal Retirement Age, unless such
Participant elects (on the appropriate form provided by
the Committee) a different distribution option prior to
attaining Normal Retirement Age.
<PAGE>
The Participant's account balance shall be determined,
and distribution of such amount pursuant to this
Appendix A shall be made, as soon as practicable
following such Participant's election pursuant to this
Appendix A or as soon as practicable following the time
otherwise prescribed by this Appendix A for
distribution of such Participant's Account.
B. Upon termination of employment of a participant by
reason of death, the full value of such Participant's
Accounts shall be distributed to the Participant's
Beneficiary as soon as practicable after the Valuation
Date coincident with or next following the date of
death and in all events before the 60th day after the
close of the Plan Year in which the death occurred.
The form of benefit payable to such Beneficiary shall
be a cash lump sum payment.
II. Form of Benefit Distributions for Annuity Benefit Amounts
Attributable to the Amounts Transferred from the 401(k) Savings
and Thrift Plan of Trifari, Krussman & Fishel, Inc.
A. Presumptive Form of Benefit Applicable to Part I, A of
this Appendix A:
The benefit payable to a Participant who has elected an
annuity under Part I, A of this Appendix A shall be
paid in the form of a Qualified Joint and Survivor
Annuity (as defined in Part II, C of this Appendix A).
The preceding sentence shall not apply to a Participant
who has declined the Qualified Joint and Survivor
Annuity (pursuant to Part II, B of this Appendix A) in
which case benefits hall be paid as provided in Part
II, D of this Appendix A.
B. Procedure for declining the Qualified Joint and
Survivor Annuity:
If a Participant wishes to decline the Qualified Joint
and Survivor Annuity, he or she shall file with the
Committee a written election to decline the Qualified
Joint and Survivor Annuity and to accept in lieu
thereof the form of benefit described in Part II, D of
this Appendix A. Such election:
(a) shall be in a form and substance satisfactory to
the Committee;
(b) shall be accompanied by a valid spousal consent,
which shall be notarized, if the Participant is
married as of his or her Benefit Commencement
Date;
<PAGE>
(c) shall be irrevocable upon the Benefit Commencement
Date; and
(d) shall be made prior to the Participant's Benefit
Commencement Date and, if the Participant is
married, shall be consented to by the
Participant's Spouse during the 90-day period
ending on such Benefit Commencement Date.
C. Qualified Joint and Survivor Annuity Defined:
A Qualified Joint and Survivor Annuity shall have the
following meaning:
(a) In the case of a Participant who is not married at
his or her Benefit Commencement Date, a straight
life annuity for the life of the Participant, and
with no benefits payable for any month after the
month in which the Participant's death occurs; and
(b) In the case of a Participant who is married at his
or her Benefit Commencement Date, a benefit
payable for the life of the Participant, with
payments continuing after the death of the
Participant for the life of the person who was the
Participant's spouse as of his or her Benefit
Commencement Date if such spouse survives the
Participant, with the surviving spouse's periodic
benefit being fifty percent of the benefit payable
with the same periodic frequency to the
Participant during the Participant's lifetime.
D. Alternate Forms of Benefits:
Each Participant electing to decline the Qualified
Joint and Survivor form of benefit, pursuant to Part
II, B of this Appendix A, shall be entitled to receive
his or her Annuity Benefit Amount under the options
described in Section 10.09 and Part I, A of this
Appendix A.
E. Establishment of Benefit Commencement Date:
The Benefit Commencement Date means the first day of
the first period for which an amount is paid to a
Participant as an annuity (or in any other form).
F. Explanation of Benefit Payable:
At the time the Participant becomes subject to this
Appendix A, the Committee shall furnish, or cause to be
furnished, to each Participant at the times specified
<PAGE>
below, an explanation of the benefit payable under this
Appendix A or Section 10.09 of the Plan in the event of
his or her death before his or her Benefit Commencement
Date. Such explanation shall include (i) a description
of the terms and conditions of such benefit, (ii) the
Participant's right to make, and the effect of, an
election under the Plan, (iii) the right of the
Participant's spouse to consent or not to consent to
such election, and (iv) the right of the Participant to
make, and the effect of, a revocation of a previous
election.
<PAGE>
APPENDIX B
Form of Benefit Distributions Applicable to
Palm Beach Retirement Contributions Account
I. Presumptive Form of Benefit Applicable to the Palm Beach
Retirement Contributions Account:
The benefit payable to a participant with respect to
amounts in the Palm Beach Retirement Contributions Account
shall be paid in the form of a Qualified Joint and
Survivor Annuity (as defined in Part III of this Appendix
B). The preceding sentence shall not apply to
A. a Participant who has declined the Qualified Joint
and Survivor Annuity (pursuant to Part II of this
Appendix B), in which case benefits shall be paid as
provided in Part IV of this Appendix B, or
B. a Participant who has elected an annuity and dies
before his or her Benefit Commencement Date, in which
case the benefit shall be paid as provided in Part VI
of this Appendix B.
II. Procedure for Declining the Qualified Joint and Survivor
Annuity:
If a Participant wishes to decline the Qualified Joint and
Survivor Annuity, he or she shall file with the Committee
a written election to decline the Qualified Joint and
Survivor Annuity and to accept in lieu thereof the form of
benefit described in Part IV of this Appendix B. Such
election:
A. shall be in a form and substance satisfactory to the
Committee;
B. shall be accompanied by a valid spousal consent,
which shall be notarized, if the Participant is
married as of his or her Benefit Commencement Date;
C. shall be irrevocable upon the Benefit Commencement
Date; and
D. shall be made prior to the Participant's Benefit
Commencement Date and, if the Participant is married,
shall be consented to by the Participant's Spouse
during the 90-day period ending on such Benefit
Commencement Date.
<PAGE>
III. Qualified Joint and Survivor Annuity Defined:
A Qualified Joint and Survivor Annuity shall have the
following meaning:
A. In the case of a Participant who is not married at
his or her Benefit Commencement date, a straight life
annuity for the life of the Participant, and with no
benefits payable for any month after the month in
which the Participant's death occurs; and
B. In the case of a Participant who is married at his or
her Benefit Commencement Date, a benefit payable for
the life of the Participant, with payments continuing
after the death of the Participant for the life of
the person who was the Participant's spouse as of his
or her Benefit Commencement Date if such spouse
survives the Participant, with the surviving spouse's
periodic benefit being fifty percent (50%) of the
benefit payable with the same periodic frequency to
the Participant during the Participant's lifetime.
IV. Alternate Forms of Benefits:
Each Participant electing to decline the Qualified Joint
and Survivor form of benefit, pursuant to Part II of this
Appendix B, shall be entitled to receive his or her
Annuity Benefit Amount under the options described in this
Appendix B or Article X.
V. Establishment of Benefit Commencement Date:
The Benefit Commencement Date means the first day of the
first period for which an amount is paid to a Participant
as an annuity (or in any other form).
VI. Married Participant's Death Before Benefit Commencement
Date:
If a married Participant has not made the election
described in Part VII of this Appendix B, and such
Participant dies before his Benefit Commencement Date
(whether or not he or she has ceased to be an Employee), a
Qualified Preretirement Survivor Annuity (as defined
herein) shall be paid to his or her surviving spouse. If
such a Participant has made the election described in Part
VII of this Appendix B, the benefit shall be paid as
provided in Part VIII of this Appendix B.
A Qualified Preretirement Survivor Annuity shall mean a
lifetime benefit, payable to the person who was the spouse
of the Participant at the time of the Participant's death,
where such annuity is payable for the life of such
<PAGE>
surviving spouse and is in an amount determined by
application to the purchase thereof of the entire Annuity
Benefit Amount standing to the credit of the Participant
under the Plan at the time of his death. The Qualified
Preretirement Survivor Annuity shall commence within a
reasonable time after the death of the Participant.
VII. Election Procedures:
A. The election period shall begin on the date the
Participant becomes subject to this Appendix B, and
shall end on the date of the Participant's death.
However, if a Participant makes an election under
this Part VII before the last day of the Plan Year in
which his or her thirty-fourth (34th) birthday occurs
and the Participant is still an Employee on the last
day of the Plan Year in which his or her thirty-
fourth (34th) birthday occurs, such election
automatically shall be revoked on the last day of the
Plan Year in which his or her thirty-fourth (34th)
birthday occurs, and the Participant must make a new
election under this Part VII on or after the first
day of the Plan Year in which his or her thirty-fifth
(35th) birthday occurs in order to reject the benefit
otherwise payable under Part VI of this Appendix B in
the event he dies before his or her Benefit
Commencement Date and is survived by a spouse.
B. A previous election under this Part VII may be
revoked by a Participant (without the consent of his
spouse or any other person) at any time before the
Participant's death.
C. The Committee shall furnish, or cause to be
furnished, to each Participant at the times specified
below, an explanation of the benefit payable under
Part VI of this Appendix B or Article X of the Plan
in the event of his or her death before his or her
Benefit Commencement Date. Such explanation shall
include (i) a description of the terms and conditions
of such benefit, (ii) the Participant's right to
make, and the effect of, an election under this Part
VII, (iii) the right of the Participant's spouse to
consent or not to consent to such election, and (iv)
the right of the Participant to make, and the effect
of, a revocation of a previous election.
D. Such explanation shall be furnished at the time the
Participant becomes subject to this Appendix B.
In the case of a Participant who terminates
employment before attaining age 35, the explanation
shall be furnished during the period beginning one
<PAGE>
year before his termination of employment and ending
one year after such termination of employment. In
the event such Participant returns to employment with
the Company or an Affiliate, the preceding paragraph
of this Paragraph D shall apply.
E. An election under this Part VII is an election by the
Participant that (i) designates the beneficiary
(which may include the spouse) who is to receive any
payments that are to be made after the death of the
Participant under Part VI of this Appendix B or
Article X of the Plan (which designation cannot be
changed without consent of his or her spouse in the
manner prescribed in Part II of this Appendix B,
unless the change is to name the Spouse as
beneficiary), (ii) is in writing on a form prescribed
by the Committee for such purpose, (iii) is filed
with the Committee within a period to be determined
by the Committee, and (iv) contains the spouse's
consent.
VIII. Alternative Form of Death Benefit for Beneficiary:
If a Participant makes the election described in Part VII
of his Appendix B, and dies before his or her Benefit
Commencement Date, the beneficiary of such Participant
shall receive a benefit payable in the form of a lump sum.
Notwithstanding the provisions of the foregoing paragraph,
a married Participant may, pursuant to the election
described in Part II of this Appendix B, elect to receive
payment of the Palm Beach Retirement Contributions Account
in accordance with one of the forms of distribution
provided for in Section 10.09.
<PAGE>
APPENDIX C
Tax Deductible Accounts
Notwithstanding the prior provisions of the Plan, the provisions
of this Appendix C shall apply to Participants who were
participants in the Pre-Amendment Plan on the date immediately
preceding the Amendment Date with Tax Deductible Accounts.
1. Definition. "Tax Deductible Account" shall mean an
account, permitted under the provisions of the Economic
Recovery Tax Act of 1981, under which contributions to
such account were deducted from an individual's gross
income for federal tax purposes for the year in which
made.
2. Contributions by Participants. Contributions by
Participants to a Tax Deductible Account were no longer
permitted as of January 1, 1986.
3. Fund Elections. Contributions to a Participant's Tax
Deductible Account were invested in either the TDA Fixed
Income Fund or the Equity Fund.
4. Withdrawals. A Participant for at least two years may
elect to withdraw funds from his or her Tax Deductible
Account by filing the appropriate form with the Committee.
Such election must be filed with the Committee, or its
delegate, prior to the effective Date of the withdrawal.
The dollar amount of the withdrawal shall be based on the
value of the Tax Deductible Account as of the Valuation
Date coincident with the filing of the application.
Provisions for withdrawals are as follows:
(a) A Participant may elect to withdraw funds in an
amount equal to the value of from 1% to 100% (in 1%
increments) of his or her Tax Deductible Account;
(b) Any withdrawal made by a Participant who has elected
to have contributions invested in more than one Fund
shall be made in equal proportions from each Fund;
and
(c) An interest penalty may be imposed under the terms of
an annuity contract used to hold assets under the TDA
Fixed Income Fund, subject to the terms and
conditions of the group annuity contract used as a
funding vehicle. Such a penalty, if any, shall apply
only in the event of an In-Service Withdrawal, and
shall not apply to interfund transfers nor to
distributions upon a separation from service for any
reason.
<PAGE>
5. Distribution of Tax Deductible Accounts. Upon a
Participant's separation from service or death, the Tax
Deductible Account shall be distributed in the following
manner:
(a) Distribution upon death. The entire account balance
shall be distributed to the Participant's Beneficiary
in cash in a single sum, as soon as reasonably
possible following the Participant's death.
(b) Distribution upon separation from service for reasons
other than death, Permanent Disability or retirement.
The Participant's account balance shall be
distributed in cash in a single sum, as soon as
reasonably possible following the severance form
service date. Notwithstanding the above, at the
Participant's written direction, the entire account
balance may be transferred directly to another plan
qualified under Section 401(a) of the Code (provided
such plan provides for transfer of deductible
employee contribution accounts), or to an individual
retirement account, in the Participant's name.
(c) Distribution upon Retirement or Permanent Disability.
The Participant may elect a single sum payment in
cash, to be paid as soon as reasonably possible
following the severance form service date, or to have
the value of the Tax Deductible Account distributed
in one or more equal annual installments, not to
exceed ten. The first such installment shall be made
as of the first of any month specified by the
Participant, but in no event after the April 1
following the calendar year in which the latter of
the following occurs: (i) the Participant's
attainment of age 70 or (ii) the Participant's
severance from service date.
6. Limits on Contributions to a Tax Deductible Account. In
no event could the total contributions to a Participant's
Tax Deductible Account for any specific calendar year
exceed the lesser of $2,000 or 100% of the Participant's
earned income during that calendar year.
May 3, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549
Re: Phillips-Van Heusen Corporation
Gentlemen:
We have been requested by Phillips-Van Heusen Corporation (the
"Company"), a Delaware corporation, to furnish our opinion in connection
with the registration statement (the "Registration Statement") on Form S-8,
filed with you on the date hereof, with respect to the registration of 25,000
shares (the "Shares") of the Company's common stock, par value $1.00 per
share, in connection with the Company's Voluntary Investment Plan
(Crystal Brands Division).
We have made such examination as we have deemed necessary for the
purpose of this opinion. Based upon such examination, it is our opinion
that, when the Registration Statement has become effective under the
Securities Act of 1933 and when the Shares to be issued and sold by the
Company have been issued, sold and paid for in the manner described in the
Registration Statement, the Shares will have been validly issued and will be
fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ROSENMAN & COLIN
By Edward H. Cohen
A Partner
EHC
EXHIBIT 24(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Voluntary Investment Plan of Phillips-Van Heusen
Corporation (Crystal Brands Division) of our reports dated March 14, 1995,
with respect to the consolidated financial statements of Phillips-Van Heusen
Corporation and Subsidiaries incorporated by reference in its Annual Report
(Form 10-K) for the year ended January 29, 1995 and the related financial
statement schedules included therein, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
New York, New York
May 3, 1995
