SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended April 28, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-724
PHILLIPS-VAN HEUSEN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-1166910
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1290 Avenue of the Americas New York, New York 10104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (212) 541-5200
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that registrant was required to file such reports), and (2) has
been subject to such filing requirement for the past 90 days.
Yes X No
The number of outstanding shares of common stock, par value $1.00 per
share, of Phillips-Van Heusen Corporation as of May 30, 1996: 26,992,486
shares.<PAGE>
PHILLIPS-VAN HEUSEN CORPORATION
INDEX
PART I -- FINANCIAL INFORMATION
Independent Accountants' Review Report................................ 1
Condensed Consolidated Balance Sheets as of April 28, 1996 and
January 28, 1996...................................................... 2
Condensed Consolidated Statements of Income for the thirteen weeks
ended April 28, 1996 and April 30, 1995............................... 3
Condensed Consolidated Statements of Cash Flows for the thirteen
weeks ended April 28, 1996 and April 30, 1995......................... 4
Notes to Condensed Consolidated Financial Statements.................. 5-6
Management's Discussion and Analysis of Results of Operations
and Financial Condition............................................... 7-9
PART II -- OTHER INFORMATION
ITEM 6 - Exhibits and Reports on Form 8-K............................. 10-13
Signatures............................................................ 14
Exhibit--Acknowledgment of Independent Accountants.................... 15
Exhibit--Financial Data Schedule...................................... 16
<PAGE>
Independent Accountants' Review Report
Stockholders and Board of Directors
Phillips-Van Heusen Corporation
We have reviewed the accompanying condensed consolidated balance sheet of
Phillips-Van Heusen Corporation as of April 28, 1996, and the related
condensed consolidated statements of income and cash flows for the thirteen
week periods ended April 28, 1996 and April 30, 1995. These financial
statements are the responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data, and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, which will
be performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated financial statements
referred to above for them to be in conformity with generally accepted
accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Phillips-Van Heusen Corporation
as of January 28, 1996, and the related consolidated statements of income,
stockholders' equity, and cash flows for the year then ended (not presented
herein) and in our report dated March 12, 1996, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of January 28, 1996, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
ERNST & YOUNG LLP
New York, New York
May 14, 1996
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<PAGE>
Phillips-Van Heusen Corporation
Condensed Consolidated Balance Sheets
(In thousands, except share data)
<TABLE>
<CAPTION>
UNAUDITED AUDITED
April 28, January 28,
1996 1996
<S> <C> <C>
ASSETS
Current Assets:
Cash, including cash equivalents of $22,352 and $8,474 $ 25,374 $ 17,533
Trade receivables, less allowances of $5,461 and $5,514 92,631 109,866
Income tax refund receivable 16,987 16,987
Inventories 300,512 276,773
Other, including deferred taxes of $9,801 22,846 23,505
Total Current Assets 458,350 444,664
Property, Plant and Equipment, Net 139,949 143,398
Goodwill 119,090 119,914
Other Assets, including deferred taxes of $22,113 38,712 41,079
$756,101 $749,055
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable $ 99,000 $ 61,590
Accounts payable 29,721 38,796
Accrued expenses 65,975 72,603
Current portion of long-term debt 10,137 10,137
Total Current Liabilities 204,833 183,126
Long-Term Debt, less current portion 229,550 229,548
Other Liabilities 54,950 61,089
Stockholders' Equity:
Preferred Stock, par value $100 per share; 150,000
shares authorized, no shares outstanding
Common Stock, par value $1 per share; 100,000,000
shares authorized; shares issued 26,987,636
and 26,979,352 26,988 26,979
Additional Capital 116,024 115,977
Retained Earnings 123,756 132,336
Total Stockholders' Equity 266,768 275,292
$756,101 $749,055
</TABLE>
See accompanying notes.
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<PAGE>
Phillips-Van Heusen Corporation
Condensed Consolidated Statements of Income
Unaudited
(In thousands, except per share data)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
April 28, April 30,
1996 1995
<S> <C> <C>
Net sales $273,660 $282,987
Cost of goods sold 180,563 185,584
Gross profit 93,097 97,404
Selling, general and administrative expenses 96,358 97,756
Loss before interest and taxes (3,261) (352)
Interest expense, net 6,153 4,783
Loss before taxes (9,414) (5,135)
Income tax benefit 2,860 1,775
Net loss $ (6,554) $ (3,360)
Net loss per share $ (0.24) $ (0.13)
Cash dividends per share $ 0.0375 $ 0.0375
See accompanying notes.
</TABLE>
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<PAGE>
Phillips-Van Heusen Corporation
Condensed Consolidated Statements of Cash Flows
Unaudited
(In thousands)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
April 28, April 30,
1996 1995
<S> <C> <C>
OPERATING ACTIVITIES:
Net Loss $ (6,554) $ (3,360)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 7,802 8,188
Amortization of contributions from landlords (1,617) (1,931)
Deferred income taxes - (910)
Changes in operating assets and liabilities:
Receivables 19,437 10,201
Inventories (23,739) (45,253)
Accounts payable and accrued expenses (15,545) (15,234)
Other-net (1,855) (7,319)
Net Cash Used By Operating Activities (22,071) (55,618)
INVESTING ACTIVITIES:
Acquisition of the Apparel Group of Crystal
Brands, Inc. - (114,503)
Property, plant and equipment acquired (3,805) (10,137)
Contributions from landlords - 2,049
Other-net (1,724) 1,244
Net Cash Used By Investing Activities (5,529) (121,347)
FINANCING ACTIVITIES:
Proceeds from revolving line of credit
and long-term borrowings 47,577 109,856
Payments on revolving line of credit
and long-term borrowings (10,165) -
Exercise of stock options 56 374
Cash dividends (2,027) (2,000)
Net Cash Provided By Financing Activities 35,441 108,230
Increase (Decrease) In Cash 7,841 (68,735)
Cash at beginning of period 17,533 80,473
Cash at end of period $ 25,374 $ 11,738
See accompanying notes.
</TABLE>
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<PAGE>
PHILLIPS-VAN HEUSEN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
GENERAL
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not contain all
disclosures required by generally accepted accounting principles for complete
financial statements. Reference should be made to the annual financial
statements, including the footnotes thereto, included in the Company's Annual
Report to Stockholders for the year ended January 28, 1996.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from the estimates.
The results of operations for the thirteen weeks ended April 28, 1996 and
April 30, 1995 are not necessarily indicative of those for a full fiscal year
because of seasonal factors. The data contained in these financial statements
are unaudited and are subject to year-end adjustments; however, in the opinion
of management, all known adjustments (which consist only of normal recurring
accruals) have been made to present fairly the consolidated operating results
for the unaudited periods.
Certain reclassifications have been made to the condensed consolidated
financial statements for the quarter ended April 30, 1995 to present them on a
basis consistent with the quarter ended April 28, 1996.
INVENTORIES
Inventories are summarized as follows:
April 28, January 28,
1996 1996
Raw materials $ 18,268 $ 14,194
Work in process 14,141 13,145
Finished goods 268,103 249,434
Total $300,512 $276,773
Inventories are stated at the lower of cost or market. Cost for the apparel
business is determined principally using the last-in, first-out method (LIFO),
except for certain sportswear inventories which are determined using the
first-in, first-out method (FIFO). Cost for the footwear business is
determined using FIFO. Inventories would have been $13,234 and $12,923 higher
than reported at April 28, 1996 and January 28, 1996, respectively, if the
FIFO method of inventory accounting had been used for the entire apparel
business.
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<PAGE>
The determination of cost of sales and inventories under the LIFO method can
only be made at the end of each fiscal year based on inventory cost and
quantities on hand. Interim LIFO determinations are based on management's
estimates of expected year-end inventory levels and costs. Such estimates are
subject to revision at the end of each quarter. Since estimates of future
inventory levels and costs are subject to external factors, interim financial
results are subject to year-end LIFO inventory adjustments.
SEGMENT DATA
The Company operates in two industry segments: (i) apparel - the manufacture,
procurement for sale and marketing of a broad range of men's, women's and
children's apparel to wholesale customers as well as through Company-owned
retail stores, and (ii) footwear - the manufacture, procurement for sale and
marketing of a broad range of men's, women's and children's shoes to wholesale
customers as well as through Company-owned retail stores.
Operating income represents net sales less operating expenses. Excluded from
operating results of the segments are interest expense, net, corporate
expenses and income taxes.
Thirteen Weeks Ended
April 28, April 30,
1996 1995
Net sales-apparel $200,198 $204,991
Net sales-footwear 73,462 77,996
Total net sales $273,660 $282,987
Operating loss-apparel $ (1,881) $ (1,333)
Operating income-footwear 1,790 3,357
Total operating income (loss) (91) 2,024
Corporate expenses 3,170 2,376
Interest expense, net 6,153 4,783
Loss before taxes $ (9,414) $ (5,135)
ACQUISITION
On February 17, 1995, the Company completed the acquisition of the Apparel
Group of Crystal Brands, Inc. (Gant and Izod) for $114,503 in cash, net of
cash acquired, and subject to certain adjustments. This acquisition was
accounted for as a purchase. The acquired operations are included in the
Company's consolidated financial statements since February 17, 1995.
OTHER
The Company is a party to certain litigation which, in management's judgement
based in part on the opinion of legal counsel, will not have a material
adverse effect on the Company's financial position.
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION
RESULTS OF OPERATIONS
Thirteen Weeks Ended April 28, 1996 Compared to Thirteen Weeks Ended
April 30, 1995
APPAREL
Net sales of the Company's apparel segment in the first quarter were $200.2
million in 1996 and $205.0 million last year, a decrease of approximately
2.3%. The sales decline results primarily from the Company's strategic
initiatives to close underperforming outlet stores and reduce the amount of
lower margin private label business, offset, in part, by higher sales of Gant
and Izod products, which brands were acquired on February 17, 1995.
Gross profit on apparel sales was 33.4% in the first quarter of 1996 compared
with 32.6% in the prior year. The margins from the Van Heusen brand were
better at each distribution channel. Also contributing to the improvement was
a decreased LIFO charge of $0.3 million in the first quarter compared with
$0.9 million in last year's quarter.
Selling, general and administrative expenses as a percent of apparel sales in
the first quarter increased from 33.2% last year to 34.3% this year.
FOOTWEAR
Net sales of the Company's footwear segment in the first quarter were $73.5
million in 1996 and $78.0 million last year, a decrease of approximately 5.8%.
The sales decline represents the continuing weakness in the casual footwear
market.
Gross profit on footwear sales was 35.8% in the current quarter compared with
39.2% in the prior year's quarter. The continuing weak casual footwear market
contributed to lower wholesale margins.
Selling, general and administrative expenses as a percent of footwear sales
were 33.3% in the current quarter compared with 34.9% in the prior year's
quarter. The decreased expense level is related principally to closing 100 of
the weakest performing footwear stores.
INTEREST EXPENSE
Net interest expense was $6.2 million in the first quarter of 1996 compared
with $4.8 million last year. This increase is directly related to the timing
of the Gant and Izod acquisition and the funding of the cash portion of the
Company's $27.0 million restructuring initiatives in the prior year.
INCOME TAXES
Income taxes were estimated at a rate of 30.4% for the current year compared
with last year's first quarter rate of 34.6%. The decrease in the 1996 rate
is due principally to a lower proportion of U.S. income taxed at normal rates
versus tax exempt income from operations in Puerto Rico, as compared to last
year.
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<PAGE>
CORPORATE EXPENSES
Corporate expenses were $3.2 million in the first quarter of 1996 compared
with $2.4 million last year. The increase is due solely to timing as expenses
are expected to be substantially flat for the year.
SEASONALITY
The Company's business is seasonal, with higher sales and income during its
third and fourth quarters, which coincide with the Company's two peak retail
selling seasons: the first running from the start of the back to school and
Fall selling seasons beginning in August and continuing through September; the
second being the Christmas selling season beginning with the weekend following
Thanksgiving and continuing through the week after Christmas.
Also contributing to the strength of the third quarter is the high volume of
fall shipments to wholesale customers which are more profitable than spring
shipments. The slower spring selling season at wholesale combined with retail
seasonality makes the first quarter particularly weak.
LIQUIDITY AND CAPITAL RESOURCES
The seasonal nature of the Company's business typically requires the use of
cash to fund a build up in the Company's inventory in the first half of each
fiscal year. During the third and fourth quarters, the Company's higher level
of sales tends to reduce its inventory and generate cash from operations.
Cash used by operations in the first quarter totalled $22.1 million in 1996
and $55.6 million last year. The decrease is principally related to the
reduction in working capital requirements due to the downsizing of the
Company's retail business.
Capital spending was $3.8 million in the first quarter of 1996 as compared
with $10.1 million last year. This decrease is in line with the Company's
planned capital spending reduction.
The Company has a credit agreement which includes a revolving credit facility
under which the Company may, at its option, borrow and repay amounts within
certain limits. The credit agreement also includes a letter of credit
facility. The total amount available to the Company under each of the
revolving credit and the letter of credit facility is $250 million provided,
however, that the aggregate maximum amount outstanding at any time under both
facilities is $400 million. The Company believes that its borrowing capacity
under this facility is adequate for its 1996 peak seasonal needs. At the end
of the current year's first quarter, the Company estimated that $70 million of
the outstanding borrowings under this facility are non-current compared with
$25 million at the end of last year's first quarter. This has increased the
Company's long-term debt (net of invested cash) as a percentage of total
capital to 43.7% at the end of the current quarter compared with 40.6% at the
end of last year's first quarter.
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<PAGE>
* * *
******************************************************************************
* *
* Safe Harbor Statement Under the Private Securities Litigation Reform Act *
* of 1995: Except for the historical information contained herein, the *
* matters discussed in this Form 10-Q report may be deemed to consist of *
* forward-looking statements that may involve risks to and uncertainties in *
* the Company's business. Such risks and uncertainties primarily relate to *
* the levels of sales of the Company's apparel and footwear products, both *
* to its wholesale customers and in its retail stores, to the extent of *
* discounts and promotional pricing in which the Company is required to *
* engage, and to other risks and uncertainties which may be detailed from *
* time to time in the Company's reports filed with the Securities and *
* Exchange Commission. *
* *
******************************************************************************
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<PAGE>
Part II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
4.1 Specimen of Common Stock certificate (incorporated by reference to
Exhibit 4 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1981).
4.2 Preferred Stock Purchase Rights Agreement (the "Rights Agreement"),
dated June 10, 1986 between PVH 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).
4.3 Amendment to the Rights Agreement, dated March 31, 1987 between PVH
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).
4.4 Supplemental Rights Agreement and Second Amendment to the Rights
Agreement, dated as of July 30, 1987, between PVH 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).
4.5 Credit Agreement, dated as of December 16, 1993, among PVH, Bankers
Trust Company, The Chase Manhattan Bank, N.A., Citibank, N.A., The
Bank of New York, Chemical Bank and Philadelphia National Bank, and
Bankers Trust Company, as agent (incorporated by reference to
Exhibit 4.5 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 30, 1994).
4.6 First Amendment, dated as of February 13, 1995, to the Credit
Agreement dated as of December 16, 1993 (incorporated by reference
to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 29, 1995).
4.7 Second Amendment, dated as of July 17, 1995, to the Credit
Agreement dated as of December 16, 1993 (incorporated by reference
to Exhibit 4.7 to the Company's report on Form 10-Q for the period
ending October 29, 1995).
4.8 Third Amendment, dated as of September 27, 1995, to the Credit
Agreement dated as of December 16, 1993 (incorporated by reference
to Exhibit 4.8 to the Company's report on Form 10-Q for the period
ending October 29, 1995).
4.9 Fourth Amendment, dated as of September 28, 1995, to the Credit
Agreement dated as of December 16, 1993 (incorporated by reference
to Exhibit 4.9 to the Company's report on Form 10-Q for the period
ending October 29, 1995).
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<PAGE>
4.10 Fifth Amendment, dated as of April 1, 1996, to the Credit Agreement
dated as of December 16, 1993 (incorporated by reference to Exhibit
4.10 to the Company's Annual Report on Form 10-K for the fiscal
year ended January 28, 1996).
4.11 Note Agreement, dated October 1, 1992, among PVH, The Equitable
Life Assurance Society of the United States, Equitable Variable
Life Insurance Company, Unum Life Insurance Company of America,
Nationwide Life Insurance Company, Employers Life Insurance Company
of Wausau and Lutheran Brotherhood (incorporated by reference to
Exhibit 4.21 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1993).
4.12 Indenture, dated as of November 1, 1993, between PVH and The Bank
of New York, as Trustee (incorporated by reference to Exhibit 4.01
to the Company's Registration Statement on Form S-3 (Reg. No. 33-
50751) filed on October 26, 1993).
4.13 Notice of extension of the Rights Agreement, dated June 5, 1996,
from Phillips-Van Heusen Corporation to The Bank of New York.
*10.1 1987 Stock Option Plan, including all amendments through June 13,
1995 (incorporated by reference to Exhibit 10.1 to the Company's
report on Form 10-Q for the period ended October 29, 1995).
*10.2 1973 Employees' Stock Option Plan (incorporated by reference to
Exhibit 1 to the Company's Registration Statement on Form S-8 (Reg.
No. 2-72959) filed on July 15, 1981).
*10.3 Supplement to 1973 Employees' Stock Option Plan (incorporated by
reference to the Company's Prospectus filed pursuant to Rule 424(c)
to the Registration Statement on Form S-8 (Reg. No. 2-72959) filed
on March 31, 1982).
*10.4 Phillips-Van Heusen Corporation Special Severance Benefit Plan, as
amended as of April 16, 1996 (incorporated by reference to Exhibit
10.4 to the Company's Annual Report on Form 10-K for the fiscal
year ended January 28, 1996).
*10.5 Phillips-Van Heusen Corporation Capital Accumulation Plan
(incorporated by reference to the Company's Report on Form 8-K
filed on January 16, 1987).
*10.6 Phillips-Van Heusen Corporation Amendment to Capital Accumulation
Plan (incorporated by reference to Exhibit 10(n) to the Company's
Annual Report on Form 10-K for the fiscal year ended February 2,
1987).
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<PAGE>
*10.7 Form of Agreement amending Phillips-Van Heusen Corporation Capital
Accumulation Plan with respect to individual participants
(incorporated by reference to Exhibit 10(1) to the Company's
Annual Report on Form 10-K for the fiscal year ended January 31,
1988).
*10.8 Form of Agreement amending Phillips-Van Heusen Corporation Capital
Accumulation Plan with respect to individual participants
(incorporated by reference to Exhibit 10.8 to the Company's report
on Form 10-Q for the period ending October 29, 1995).
*10.9 Phillips-Van Heusen Corporation Supplemental Defined Benefit Plan,
dated January 1, 1991, as amended and restated on June 2, 1992
(incorporated by reference to Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31, 1993).
*10.10 Phillips-Van Heusen Corporation Supplemental Savings Plan, dated as
of January 1, 1991 and amended and restated as of July 1, 1995
(incorporated by reference to Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 28, 1996).
10.11 Asset Sale Agreement, dated January 24, 1995, Among the Company and
Crystal Brands, Inc., Crystal Apparel, Inc., Gant Corporation,
Crystal Sales, Inc., Eagle Shirtmakers, Inc., and Crystal Brands
(Hong Kong) Limited (incorporated by reference to Exhibit 1 to the
Company's Report on Form 8-K dated March 6, 1995).
*10.12 Agreement, dated as of April 28, 1993, between Bruce J. Klatsky,
Lawrence S. Phillips and the Company (incorporated by reference to
Exhibit 10.11 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 29, 1995).
*10.13 Non-Incentive Stock Option Agreement, dated as of April 28, 1993,
between the Company and Bruce J. Klatsky. Non-Incentive Stock
Option Agreement, dated as of December 3, 1993, between the Company
and Bruce J. Klatsky (reload of April 28, 1993 Non-Incentive Stock
Option Agreement) (incorporated by reference to Exhibit 10.12 to
the Company's Annual Report on Form 10-K for the fiscal year ended
January 29, 1995).
*10.14 Amendment, dated December 6, 1993, to the Agreement, dated April
28, 1993, between Bruce J. Klatsky, Lawrence S. Phillips and the
Company (incorporated by reference to Exhibit 10.13 to the
Company's Annual Report on Form 10-K for the fiscal year ended
January 29, 1995).
*10.15 Consulting and non-competition agreement, dated February 14, 1995,
between the Company and Lawrence S. Phillips (incorporated by
reference to Exhibit 10.14 to the Company's Annual Report on Form
10-K for the fiscal year ended January 29, 1995).
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<PAGE>
*10.16 Performance Restricted Stock Plan, as amended as of April 16, 1996
(incorporated by reference to Exhibit 10.16 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 28, 1996).
*10.17 Phillips-Van Heusen Corporation (Crystal Brands Division)
Associates Investment Plan, dated as of November 1, 1985, as
amended and restated as of July 1, 1995.
15. Acknowledgement of Independent Accountants.
27. Financial Data Schedule
* Management contract or compensatory plan or arrangement required to be
identified pursuant to Item 14(a) of this report.
(b) Reports on Form 8-K filed during the quarter ended April 28, 1996.
NONE
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PHILLIPS-VAN HEUSEN CORPORATION
Registrant
June 11, 1996 /s/ Emanuel Chirico
Emanuel Chirico, Controller
Vice President and
Chief Accounting Officer
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<PAGE>
Exhibit 15
May 14, 1996
Stockholders and Board of Directors
Phillips-Van Heusen Corporation
We are aware of the incorporation by reference in the Registration Statement
(Form S-8, No. 33-59101), Registration Statement (Form S-3, No. 33-50751),
Registration Statement (Form S-8, No. 33-59602), Registration Statement (Form
S-3, No. 33-46770), Registration Statement (Form S-8, No. 33-38698), Post-
Effective amendment No. 1 to the Registration Statement (Form S-8, No. 33-
24057), Post-Effective amendment No. 2 to the Registration Statement (Form S-
8, No. 2-73803), Post-Effective amendment No. 4 to the Registration Statement
(Form S-8, No. 2-72959), Post-Effective amendment No. 6 to the Registration
Statement (Form S-8, No. 2-64564), and Post-Effective amendment No. 13 to the
Registration Statement (Form S-8, No. 2-47910), of Phillips-Van Heusen
Corporation of our report dated May 14, 1996 relating to the unaudited
condensed consolidated interim financial statements of Phillips-Van Heusen
Corporation which are included in its Form 10-Q for the thirteen week period
ended April 28, 1996.
Pursuant to Rule 436(c) of the Securities Act of 1933, our report is not a
part of the registration statements or post-effective amendments prepared or
certified by accountants within the meaning of Section 7 or 11 of the
Securities Act of 1933.
ERNST & YOUNG LLP
New York, New York
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VIA OVERNIGHT MAIL
June 5, 1996
The Bank of New York
101 Barclay Street
22nd Floor
New York, NY 10286
Attention: Equity Tender and Exchange Department
Re: Rights Agreement
Dear Sirs:
Reference is made to the Rights Agreement, dated as of June 10, 1986, as
heretofore amended (the "Rights Agreement"), between Phillips-Van Heusen
Corporation (the "Company") and The Bank of New York (the "Rights Agent").
In accordance with Section 7(b) of the Rights Agreement, the Company hereby
notifies the Rights Agent of its determination, pursuant to the approval of
the Company's Board of Directors (the "Board") on April 16, 1996 (a certified
copy of the Board's resolutions is being enclosed herewith), to extend the
rights issued thereunder for a period of ten years commencing with the
original expiration date of June 16, 1996.
Very truly yours,
PHILLIPS-VAN HEUSEN CORPORATION
By:
Name: Pamela N. Hootkin
Title: Vice President, Treasurer and Secretary
PNH:fmy
cc: Jason Pollack, Esq., Rosenman & Colin
<PAGE>
PHILLIPS-VAN HEUSEN CORPORATION
SECRETARY'S CERTIFICATE
I, Pamela N. Hootkin, being the duly elected, qualified and acting
Secretary of PHILLIPS-VAN HEUSEN CORPORATION (the "Corporation"), a Delaware
corporation, do hereby certify, solely in my capacity as an officer of the
Corporation, as follows:
1. Attached hereto as Exhibit A is a true, complete and correct copy
of the resolutions duly adopted by the Corporation's Board of
Directors at the meeting of the Board of Directors held on
April 16, 1996. Said resolutions are the only resolutions of said
Board with respect to the subject matter thereof, have not been
modified or rescinded since their adoption and are in full force and
effect on the date hereof.
IN WITNESS WHEREOF, the undersigned has executed this certificate on
behalf of the Corporation as of this 5th day of June 1996.
Pamela N. Hootkin, Secretary
<PAGE>
EXHIBIT A
Recitals and Resolutions of the Board of Directors
WHEREAS, the rights (the "Rights") issued under the Rights Agreement
(the "Rights Agreement"), dated as of June 10, 1986, as heretofore amended,
between the Company and The Bank of New York (the "Rights Agent"), have an
initial expiration date of June 16, 1996; and
WHEREAS, the Board of Directors deems that it is in the best interests
of the Company to extend the term of the Rights for a successive ten-year
period;
NOW, THEREFORE, it is
RESOLVED, that pursuant to Section 7(b) of the Rights Agreement,
the Company hereby extends the Rights for a successive ten-year
period from the initial expiration date of June 16, 1996;
RESOLVED, that the appropriate officers of the Company be, and
each of them hereby is, authorized, empowered and directed to
execute and deliver a letter to the Rights Agent, pursuant to
Section 7(b) of the Rights Agreement, notifying the Rights Agent
of the Company's decision to extend the Rights for a successive
ten-year period from the initial expiration date of June 16, 1996; and
RESOLVED, that each of the appropriate officers of the Company be,
and each of them hereby is, authorized, empowered and directed to
take all such further action and to execute, deliver, certify and
file all such further instruments and documents, in the name and on
behalf of the Company, under its corporate seal or otherwise, and to
pay all such costs and expenses as such officers shall approve as
necessary or advisable to carry out the intent and accomplish the
purpose of the foregoing resolutions and the transactions
contemplated thereby.
PHILLIPS-VAN HEUSEN CORPORATION (CRYSTAL BRANDS DIVISION)
ASSOCIATES INVESTMENT PLAN
Effective as of November 1, 1985
As Amended and Restated Effective as of July 1, 1995
<PAGE>
Draft - LHR - 10/5/95
PHILLIPS-VAN HEUSEN CORPORATION (CRYSTAL BRANDS DIVISION)
ASSOCIATES INVESTMENT PLAN
Effective as of November 1, 1985
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 Rebalancing Election . . . . . . . . . . . . . . 3
1.03 Additional Contribution. . . . . . . . . . . . . . . . . 3
1.04 Adjusted Maximum Before Tax Percentage . . . . . . . . . 3
1.05 Adjusted Maximum Contribution Percentage . . . . . . . . 4
1.06 Adjusted Non-Forfeited Amount. . . . . . . . . . . . . . 4
1.07 Affiliated Corporation . . . . . . . . . . . . . . . . . 4
1.08 After Tax Account. . . . . . . . . . . . . . . . . . . . 5
1.09 After Tax Contribution . . . . . . . . . . . . . . . . . 5
1.10 Amendment Date . . . . . . . . . . . . . . . . . . . . . 5
1.11 Anniversary Date . . . . . . . . . . . . . . . . . . . . 5
1.12 Annuity Benefit Amount . . . . . . . . . . . . . . . . . 5
1.13 Associate. . . . . . . . . . . . . . . . . . . . . . . . 6
1.14 Before Tax Account . . . . . . . . . . . . . . . . . . . 6
1.15 Before Tax Contribution. . . . . . . . . . . . . . . . . 6
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 . . . . . . . . . . . . . . . . . . . 12
1.26 Contribution Percentage. . . . . . . . . . . . . . . . . 12
1.27 Credited Employment Year . . . . . . . . . . . . . . . . 12
1.28 Credited Vesting Year. . . . . . . . . . . . . . . . . . 13
1.29 Domestic Relations Order . . . . . . . . . . . . . . . . 13
1.30 Eligible Associate . . . . . . . . . . . . . . . . . . . 13
1.31 Eligible Payor Plan. . . . . . . . . . . . . . . . . . . 14
1.32 Eligible Receptacle Plan . . . . . . . . . . . . . . . . 14
i
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1.33 Eligible Rollout Distribution. . . . . . . . . . . . . . 15
1.34 Eligible Rollover Distribution . . . . . . . . . . . . . 15
1.35 Employment Year. . . . . . . . . . . . . . . . . . . . . 15
1.36 Entry Date . . . . . . . . . . . . . . . . . . . . . . . 16
1.37 Exchange Act . . . . . . . . . . . . . . . . . . . . . . 16
1.38 Fixed Income Fund. . . . . . . . . . . . . . . . . . . . 16
1.39 Former Participant . . . . . . . . . . . . . . . . . . . 16
1.40 Fund . . . . . . . . . . . . . . . . . . . . . . . . . . 16
1.41 Highly Compensated Associate . . . . . . . . . . . . . . 16
1.42 Highly Compensated Participant . . . . . . . . . . . . . 17
1.43 Holding Account. . . . . . . . . . . . . . . . . . . . . 17
1.44 Hour of Service. . . . . . . . . . . . . . . . . . . . . 17
1.45 Initial Payment Date . . . . . . . . . . . . . . . . . . 19
1.46 Investment Election. . . . . . . . . . . . . . . . . . . 20
1.47 Key Associate. . . . . . . . . . . . . . . . . . . . . . 21
1.48 Limitation Compensation. . . . . . . . . . . . . . . . . 21
1.49 Matching Contribution. . . . . . . . . . . . . . . . . . 21
1.50 Matching Contribution. . . . . . . . . . . . . . . . . . 22
1.51 Maternity/Paternity Leave of Absence . . . . . . . . . . 22
1.52 Maximum Before Tax Percentage. . . . . . . . . . . . . . 22
1.53 Maximum Contribution Percentage. . . . . . . . . . . . . 22
1.54 Normal Retirement Date . . . . . . . . . . . . . . . . . 24
1.55 Original Payee . . . . . . . . . . . . . . . . . . . . . 24
1.56 Originating Participant. . . . . . . . . . . . . . . . . 24
1.57 Palm Beach Retirement Contributions Account. . . . . . . 24
1.58 Participant. . . . . . . . . . . . . . . . . . . . . . . 24
1.59 Payroll Authorization. . . . . . . . . . . . . . . . . . 25
1.60 Payroll Contribution . . . . . . . . . . . . . . . . . . 25
1.61 Pension Act. . . . . . . . . . . . . . . . . . . . . . . 25
1.62 Permanent Disability . . . . . . . . . . . . . . . . . . 25
1.63 Plan Year. . . . . . . . . . . . . . . . . . . . . . . . 26
1.64 Pre-Amendment Plan . . . . . . . . . . . . . . . . . . . 26
1.65 Primary Beneficiary. . . . . . . . . . . . . . . . . . . 26
1.66 Prior Valuation Date . . . . . . . . . . . . . . . . . . 26
1.67 Prohibited Plan. . . . . . . . . . . . . . . . . . . . . 26
1.68 PVH Common Stock . . . . . . . . . . . . . . . . . . . . 27
1.69 PVH Fund . . . . . . . . . . . . . . . . . . . . . . . . 27
1.70 QDRO Payee . . . . . . . . . . . . . . . . . . . . . . . 27
1.71 Qualified Domestic Relations Order . . . . . . . . . . . 27
1.72 Qualifying Vesting Break . . . . . . . . . . . . . . . . 27
1.73 Related Associate. . . . . . . . . . . . . . . . . . . . 27
1.74 Related Defined Benefit Plan . . . . . . . . . . . . . . 28
1.75 Related Defined Contribution Plan. . . . . . . . . . . . 28
1.76 Required Beginning Date. . . . . . . . . . . . . . . . . 28
1.77 Rollover Account . . . . . . . . . . . . . . . . . . . . 28
1.78 Rollover Contribution. . . . . . . . . . . . . . . . . . 28
1.79 Secretary's Limitation Amount. . . . . . . . . . . . . . 29
1.80 Section 415 Affiliate. . . . . . . . . . . . . . . . . . 29
1.81 Section 16(b) Participant. . . . . . . . . . . . . . . . 29
1.82 Spouse . . . . . . . . . . . . . . . . . . . . . . . . . 29
ii
<PAGE>
1.83 Stock Payment Election . . . . . . . . . . . . . . . . . 30
1.84 Suspense Account . . . . . . . . . . . . . . . . . . . . 30
1.85 Suspense Vested Portion. . . . . . . . . . . . . . . . . 30
1.86 Taxable Year . . . . . . . . . . . . . . . . . . . . . . 31
1.87 Termination Date . . . . . . . . . . . . . . . . . . . . 31
1.88 Testing Compensation . . . . . . . . . . . . . . . . . . 31
1.89 Top Heavy Contribution . . . . . . . . . . . . . . . . . 31
1.90 Top Heavy Year . . . . . . . . . . . . . . . . . . . . . 31
1.91 Trust. . . . . . . . . . . . . . . . . . . . . . . . . . 32
1.92 Trust Agreement. . . . . . . . . . . . . . . . . . . . . 32
1.93 Trustee. . . . . . . . . . . . . . . . . . . . . . . . . 32
1.94 Trust Fund . . . . . . . . . . . . . . . . . . . . . . . 33
1.95 Valuation Date . . . . . . . . . . . . . . . . . . . . . 33
1.96 Value. . . . . . . . . . . . . . . . . . . . . . . . . . 33
1.97 Vested Account . . . . . . . . . . . . . . . . . . . . . 33
1.98 Vested Percentage. . . . . . . . . . . . . . . . . . . . 33
1.99 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 . . . . . . . . 39
(d) Limitations on Contributions . . . . . . . . . . . . 39
(e) Company Suspension of Contributions. . . . . . . . . 40
3.02 Withholding and Payment of Payroll Contributions to
Trustee; Credits to Accounts . . . . . . . . . . . . 40
3.03 Additional Contributions . . . . . . . . . . . . . . . . 41
3.04 Distribution of Excess Before Tax Contributions. . . . . 42
ARTICLE IV Company's Contributions. . . . . . . . . . . . . . 43
4.01 Company's Obligation to Make Matching Contributions. . . 43
4.02 Credit of Matching Contributions to Accounts . . . . . . 44
4.03 Company's 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
iii
<PAGE>
5.04 Aggregation and Disaggregation Rules . . . . . . . . . . 50
5.05 Ordering Rules with Respect to the Application of
Limitation and Testing Provisions. . . . . . . . . . 50
5.06 Section 415(c) Limitations . . . . . . . . . . . . . . . 51
5.07 Mistake in Fact. . . . . . . . . . . . . . . . . . . . . 52
ARTICLE VI Rollovers; Transfers . . . . . . . . . . . . . . . 52
6.01 Rollover Contributions . . . . . . . . . . . . . . . . . 52
6.02 Plan to Plan Transfers . . . . . . . . . . . . . . . . . 53
6.03 Credit of Rollover Contributions to Accounts . . . . . . 53
6.04 Committee Requirement With Respect to Rollovers. . . . . 54
6.05 Participation. . . . . . . . . . . . . . . . . . . . . . 54
ARTICLE VII Accounts; Domestic Relations Orders; Credits
and Charges. . . . . . . . . . . . . . . . . . . . . 54
7.01 Matching Contribution Accounts . . . . . . . . . . . . . 54
7.02 After Tax Accounts . . . . . . . . . . . . . . . . . . . 55
7.03 Before Tax Accounts. . . . . . . . . . . . . . . . . . . 55
7.04 Suspense Account . . . . . . . . . . . . . . . . . . . . 55
7.05 Vested Accounts. . . . . . . . . . . . . . . . . . . . . 56
7.06 Rollover Accounts. . . . . . . . . . . . . . . . . . . . 56
7.07 Palm Beach Retirement Contributions Account. . . . . . . 57
7.08 Holding Account. . . . . . . . . . . . . . . . . . . . . 57
7.09 Segregated Accounts with Respect to Qualified Domestic
Relations Orders. . . . . . . . . . . . . . . . . . 57
7.10 Account Credits and Charges Resulting from Qualified
Domestic Relations Order; Segregated Accounts. . . . 58
7.11 Effect of Qualified Domestic Relations Orders. . . . . . 59
7.12 General Account Credits and Charges. . . . . . . . . . . 60
ARTICLE VIII Trust Fund; General. . . . . . . . . . . . . . . 60
8.01 Funds. . . . . . . . . . . . . . . . . . . . . . . . . . 60
8.02 Trust Requirement. . . . . . . . . . . . . . . . . . . . 61
8.03 Allocation of Gains and Losses . . . . . . . . . . . . . 62
8.04 Spendthrift Provision. . . . . . . . . . . . . . . . . . 62
8.05 Pass Through Voting. . . . . . . . . . . . . . . . . . . 63
8.06 Procedure With Respect to Tender Offer . . . . . . . . . 65
ARTICLE IX Investment Elections; Account Rebalancings . . . . 69
9.01 Investment Elections . . . . . . . . . . . . . . . . . . 69
9.02 Account Rebalancings . . . . . . . . . . . . . . . . . . 69
(a) General Rule. . . . . . . . . . . . . . . . . . . . . 69
(b) Special Rule for Matching Contribution Accounts. . . 71
9.03. Loans . . . . . . . . . . . . . . . . . . . . . . . . . 72
ARTICLE X Termination of Participation; Withdrawals;
Determination and Payment of Benefits . . . . . 77
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<PAGE>
10.01 Termination of Participation. . . . . . . . . . . . . . 77
10.02 Withdrawal of After Tax Contributions . . . . . . . . . 78
10.03 Hardship Withdrawals. . . . . . . . . . . . . . . . . . 78
10.04 Prohibitions Resulting from Withdrawal. . . . . . . . . 82
10.05 Disposition of Matching Contribution Accounts . . . . . 83
10.06 Disposition of Suspense Accounts. . . . . . . . . . . . 84
10.07 Payment of Benefits . . . . . . . . . . . . . . . . . . 86
10.08 Election of Stock Payment . . . . . . . . . . . . . . . 87
10.09 Required Distribution . . . . . . . . . . . . . . . . . 88
10.10 Age 59-1/2 Distribution . . . . . . . . . . . . . . . . 91
10.11 Direct Rollovers. . . . . . . . . . . . . . . . . . . . 91
10.12 Section 401(a)(14) Requirement. . . . . . . . . . . . . 92
10.13 Withholding . . . . . . . . . . . . . . . . . . . . . . 92
10.14 Payments to Minors. . . . . . . . . . . . . . . . . . . 93
10.15 Missing Payees. . . . . . . . . . . . . . . . . . . . . 93
10.16 Distributions from Fixed Income Fund. . . . . . . . . . 94
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 Amendment; Termination; Merger . . . . . . . . .103
13.01 Power to Amend and Terminate. . . . . . . . . . . . . .103
13.02 Termination and Discontinuance of Contributions . . . .104
v
<PAGE>
13.03 Merger Prohibition. . . . . . . . . . . . . . . . . . .105
ARTICLE XIV Construction. . . . . . . . . . . . . . . . . . .106
14.01 New York Law. . . . . . . . . . . . . . . . . . . . . .106
14.02 Context . . . . . . . . . . . . . . . . . . . . . . . .106
14.03 Headings. . . . . . . . . . . . . . . . . . . . . . . .106
14.04 Close of Business . . . . . . . . . . . . . . . . . . .106
APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . .108
APPENDIX B . . . . . . . . . . . . . . . . . . . . . . . . . .112
APPENDIX C . . . . . . . . . . . . . . . . . . . . . . . . . .116
vi
<PAGE>
PHILLIPS-VAN HEUSEN CORPORATION (CRYSTAL BRANDS DIVISION)
ASSOCIATES INVESTMENT PLAN
Effective as of November 1, 1985
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.
("Crystal Brands") established a savings and retirement plan
(which, as the same has heretofore been amended, is hereinafter
referred to as the "Pre-Amendment Plan") in order to continue the
efficient operation of the business of Crystal Brands and its
subsidiaries, as an incentive to the Associates eligible to
participate thereunder and in order to provide for a portion of
the livelihood of such Associates upon their retirement from the
employ of Crystal Brands and under certain other circumstances.
2. In connection with the Pre-Amendment Plan, Crystal
Brands and State Street Bank and Trust Company have entered into
a trust agreement (which, as the same has heretofore been amended
and as the same may hereafter be further amended, is hereinafter
referred to as the "Trust Agreement") and created a trust (the
"Trust") to aid in the execution of the Pre-Amendment Plan and
certain other employee benefit plans of Crystal Brands.
2
<PAGE>
3. Effective as of February 17, 1995, Phillips-Van Heusen
Corporation (the "Company") acquired certain assets of Crystal
Brands and became the sponsoring employer of the Pre-Amendment
Plan and under the Trust Agreement.
4. It is intended that the terms used herein which are
defined (and set forth in alphabetical order) in Article I shall
have the respective meanings ascribed thereto by the provisions
of said Article I.
5. The Company now desires, effective as of July 1, 1995,
to amend and restate the Pre-Amendment 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. The Pre-Amendment Plan
as in effect from and after July 1, 1995 is hereinafter referred
to as the "Plan."
6. Except as otherwise provided in Section 5.07, 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
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 administration of the Plan and the Trust.
NOW, THEREFORE, effective as of July 1, 1995, the Plan is
3
<PAGE>
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.
1.02 Account Rebalancing Election. An election in
accordance with the provisions of Section 9.02 made by a
Participant or Former Participant (or, in the event of his or her
death, his or her Beneficiaries) to have the credit balance in
his or her Accounts rebalanced between his or her other Accounts
of the same type.
1.03 Additional Contribution. A contribution made by the
Company 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 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.
4
<PAGE>
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
Former Participant from the corresponding Matching Contribution
Account of such Former Participant in accordance with the
provisions of clause (b) of Section 10.05 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 (c) of Section 10.06 at
a time when his or her Vested Percentage is less than one hundred
(100).
1.07 Affiliated Corporation. Any (a) 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) 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
5
<PAGE>
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.
1.11 Anniversary Date. The last business day of a Plan
Year.
1.12 Annuity Benefit Amount. Either (a) the value of a
Participant's Palm Beach Retirement Contributions Account or (b)
(i) the portion of a Participant's After Tax Contributions
Account attributable to the dollar amount transferred to the Plan
from such Participant's regular contributions account under the
401(k) Savings and Thrift Plan of Trifari, Krussman & Fishel,
Inc. on January 1, 1990, (ii) the portion of such Participant's
Before Tax Contributions Account attributable to the dollar
amount transferred to the Plan from such Participant's tax
deferred contributions account under the 401(k) Savings and
Thrift Plan of Trifari, Krussman & Fishel, Inc. on January 1,
1990 and (iii) the portion of such Participant's Matching
Contributions Account attributable to the dollar amount
transferred to the Plan from such Participant's matching
contributions
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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; provided, however, that, if an individual
shall have been retained by the Company and/or one or more
Affiliated Corporations as an independent contractor, he or she
shall not be considered to be an employee of the Company and/or
such Affiliated Corporation during the period of such retention,
regardless of whether or not it is subsequently determined that
he or she should have been treated as such an employee for any
purpose including, but not limited to, employment taxes.
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.
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 or her 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
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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 Testing 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 10.07(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;
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
designation shall not be in force at the time of such payment, a
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Participant'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. If the benefit of a deceased Former Participant is
payable to the executors or administrators of his or her estate,
and no person shall qualify as such, then, the Committee may, but
shall not be required to, treat the individuals who would be
entitled to such benefit under the intestate laws of the State of
such Former Participant's domicile as such Participant's
Beneficiary.
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.
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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
corporation; (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
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
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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
intermediaries, 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.
1.24 Compensation. The total cash compensation paid by the
Company (or, prior to February 17, 1995, by Crystal Brands) to a
Participant during the calendar year with respect to which such
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term is used as reported on Form W-2, including commissions,
overtime compensation, bonus payments, vacation pay, holiday pay
and other paid leave, and additional cash compensation of every
kind so paid but exclusive of moving expenses, deferred
compensation, benefit plan payments, imputed compensation,
workers' compensation, stay bonuses and severance pay 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 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. Notwithstanding the foregoing provisions of
this Section, if any Associate is the spouse or a lineal
descendant who has not attained his or her 19th birthday of
another Associate who is a "5-percent owner" of the Company
(within the meaning of section 416(i)(1) of the Code) and/or who
is included in the group consisting of the ten (10) most highly
compensated Associates of the Company, then, the Compensation
otherwise payable to each of such Associates shall be aggregated
for all purposes of the Plan and, after applying the limitations
hereinbefore in this Section referred to, divided between them in
such proportions as the Committee shall determine.
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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
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 Testing 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.
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1.28 Credited Vesting Year. A Plan Year (including a Plan
Year commencing prior to November 1, 1985) 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 neither the Plan Year in which a
person shall have become a Participant for the first time nor the
preceding Plan Year shall be a Credited Vesting Year with respect
to him or her, such first-mentioned Plan Year shall be deemed to
be a Credited Vesting Year with respect to him or her; provided,
further, however, that, if any person whose Vested Percentage is
equal to zero shall incur a Qualifying Vesting Break, all
Credited Vesting 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
employed by the Crystal Brands Division of the Company in one of
the fifty (50) states of the United States, (b) who is not a non-
resident alien of the United States and (c) who is not an
Associate whose principal terms and conditions of employment are
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subject to the provisions of a collective bargaining agreement
which does not provide for active participation in the Plan;
provided, 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 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 the
purposes of the Plan.
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) 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 when such term 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.
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1.33 Eligible Rollout Distribution. Any distribution of
all or any portion of the credit balance in the Accounts of a
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)(3)(A)(ii) of
the Code.
1.35 Employment Year. A period of twelve (12) consecutive
months commencing on the first date on which the person with
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
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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.
1.36 Entry Date. The first day of each calendar month.
1.37 Exchange Act. The Securities Exchange Act of 1934 as
in effect at the time with respect to which such term is used.
1.38 Fixed Income Fund. The separate Fund referred to in
Section 8.01(c).
1.39 Former Participant. A person whose participation
under the Plan shall have terminated in accordance with the
provisions of Section 10.01(c) or the corresponding provision of
the Pre-Amendment Plan.
1.40 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).
1.41 Highly Compensated Associate. A "highly compensated
employee" within the meaning of section 414(q) of the Code;
provided, however, that, for, and only for, the purposes of
Section 3.01, the determination of whether an Associate is a
Highly Compensated Associate shall be made without regard to
whether or not the Company makes the election provided for in
Reg. section 1.414(q)-1T Q&A 14(b) promulgated under section
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414(q) of the Code.
1.42 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.
1.43 Holding Account. The separate Account which the
Committee is required to establish and maintain for the Company
in accordance with the provisions of Section 7.08.
1.44 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
referred to for which back pay, irrespective of mitigation of
damages, 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 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
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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
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
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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 credited under the Pre-Amendment Plan shall be
deemed to be Hours of Service for the purposes hereof.
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.
1.45 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
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
20
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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.
1.46 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.
1.47 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.
1.48 Limitation Compensation. The total cash compensation
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paid by the Company and all Affiliated Corporations (or, prior to
February 17, 1995, by Crystal Brands) (or, when such term is used
in Section 4.03, 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 Contributions 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 proposed regulation
section 1.125-2 promulgated under the provisions of section 125
of the Code; provided, however, that the Limitation 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.
1.49 Matching Contribution. A contribution made by the
Company in accordance with the provisions of Section 4.01.
1.50 Matching Contribution 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 7.01.
1.51 Maternity/Paternity Leave of Absence. An absence of
the person with respect to whom such term is used from work for
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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.
1.52 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.
1.53 Maximum Contribution Percentage. The greater of the
percentage determined in accordance with the provisions of
subsection (a) below and the percentage determined in accordance
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
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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
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.
1.54 Normal Retirement Date. The first day of the calendar
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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.
1.55 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.
1.56 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.
1.57 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.
1.58 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(c) or the
corresponding provisions of the Pre-Amendment Plan.
1.59 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.
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1.60 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.
1.61 Pension Act. The Employee Retirement Income Security
Act of 1974 as in effect at the time with respect to which such
term is used.
1.62 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
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; provided, however, that for purposes of Section
10.07(b), "Permanent Disability" shall mean a disability which,
in the opinion of the Committee prevents a Participant from
engaging in any substantial gainful activity and which is
expected to be permanent or to result in death.
1.63 Plan Year. A calendar year.
1.64 Pre-Amendment Plan. The PVH Associates Investment
Plan (Crystal Brands Division) as in effect at the time prior to
the Amendment Date with respect to which such term is used.
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1.65 Primary Beneficiary. That one of a Participant's
Beneficiaries who shall first be entitled to receive benefits
hereunder in the event of the death of such Participant;
provided, however, that, if such Participant shall have more than
one Beneficiary who would qualify as his or her Primary
Beneficiary, such term shall mean the oldest thereof.
1.66 Prior Valuation Date. The Valuation Date next
preceding the Valuation Date with respect to which such term is
used.
1.67 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, the
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 cafe-
teria plan within the meaning of section 125 of the Code) shall
not be considered a Prohibited Plan.
1.68 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
27
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combination thereof and whether as a part of a classification or
reclassification thereof, or otherwise.
1.69 PVH Fund. The separate Fund referred to in Section
8.01(a).
1.70 QDRO Payee. An alternate payee designated under a
Qualified Domestic Relations Order.
1.71 Qualified Domestic Relations Order. A Domestic
Relations Order described in section 414(p)(1)(A) of the Code.
1.72 Qualifying Vesting Break. A period of five (5)
consecutive Break Years.
1.73 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
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.
1.74 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
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meaning of section 414(j) of the Code.
1.75 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.
1.76 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).
1.77 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.
1.78 Rollover Contribution. A payment made to the Trustee
in accordance with the provisions of Section 6.01 or 6.02.
1.79 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.
1.80 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
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the phrase "at least 80 percent" each place it appears in section
1563(a)(1) of the Code.
1.81 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.
1.82 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
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.
1.83 Stock Payment Election. An election by a 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
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Stock.
1.84 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.
1.85 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 Rebalancing 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).
1.86 Taxable Year. The fiscal year of the Company for
Federal income tax purposes within the meaning of section 441(b)
of the Code.
1.87 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).
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1.88 Testing Compensation. Compensation or Limitation
Compensation, as determined by the Committee with respect to a
Plan Year.
1.89 Top Heavy Contribution. A contribution made by the
Company with respect to a Plan Year in accordance with the
provisions of Section 4.03.
1.90 Top Heavy Year. Any Plan Year in which the Plan, any
Related Defined Benefit Plans and any Related Defined Contribu-
tion 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 Contribu-
tion 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 Annivers-
ary Date occurring during the preceding Plan Year. In deter-
mining the present value of cumulative 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 com-
pounded 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
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Top Heavy Year, in determining the accrued benefits of any Par-
ticipant who is not a Key Associate, (i) any method that for ac-
crual purposes applies uniformly under all Related Defined Bene-
fit 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.
1.91 Trust. The trust created by and under the Trust
Agreement.
1.92 Trust Agreement. The agreement, dated as of January
1, 1987, between Crystal Brands, Inc. and State Street Bank and
Trust Company or any successor Trustee, as in effect at the time
with respect to which such term is used.
1.93 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.
1.94 Trust Fund. All property allocable to the Plan held
by the Trustee under the Trust Agreement at the time with respect
to which such term is used.
1.95 Valuation Date. The last business day of a calendar
month.
1.96 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
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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.
1.97 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.
1.98 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
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 Predecessor Plan
on the date immediately preceding the Amendment Date would be
greater if calculated under the provisions of the Predecessor
Plan as in effect on such date, then such higher Vested Percent-
age shall be used; provided, further, however, that, in the event
any Plan Year shall be a Top Heavy Year, then, the Vested
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Percentage of a Participant or Former Participant shall be deter-
mined 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%
1.99 Withdrawal. A payment made to a Participant or Former
Participant in accordance with the provisions of Section 10.02 or
10.03.
ARTICLE II
Eligibility; Participation
2.01 Pre-Amendment Date Participants. Each person who on
the Amendment Date (a) shall be an Eligible Associate and (b)
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, (b) shall not be a Former Participant, (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
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have attained his or her twenty-first (21st) birthday, and (e)
shall not have been a Participant immediately prior to such date,
shall be eligible to become a Participant on such Entry Date or
on any Entry Date thereafter on which he or she shall be an
Eligible Associate.
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
and
(b) (i) shall be a Former Participant (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
and shall have satisfied the requirements of clauses (c) and
(d) of Section 2.02,
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 provided, however, that if any
person whose Vested Percentage is zero shall incur a Qualifying
Vesting Break, such person shall no longer be considered a Former
Participant for purposes of this Section 2.03.
2.04 Election to Participate. Each person who shall be
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<PAGE>
eligible to become a Participant on any date and who shall, at
such time on or prior to such date as shall be prescribed by the
Committee, file with the Company his or her election to do so,
shall become a Participant 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
and who shall desire to make contributions to the Plan shall file
with the Company his or her authorization to the Company to with-
hold, and to pay to the Trustee, as such Participant's Payroll
Contribution to the Plan, 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),
or
(ii) in the case of a Participant who shall be a Highly
Compensated Participant, one percent (1%) to such percent as
the Committee shall from time to time determine, not in
excess of fifteen percent (15%) (in whole percentage
increments),
of such Participant's Compensation during those periods with
respect to which such Payroll Authorization shall be in effect.
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A Payroll Authorization in effect under the Pre-Amendment Plan
immediately prior to the Amendment Date shall, subject to the
limitations herein set forth, continue in effect hereunder.
(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 may at any time
file with the Company an amendment of such Participant's Payroll
Authorization as then in effect which shall provide that the
Company shall withhold, and shall pay to the Trustee, as such
Participant's Payroll Contribution to the Plan, 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),
or
(ii) in the case of a Participant who shall be a Highly
Compensated Participant, one percent (1%) to such percent as
the Committee shall from time to time determine, not in
excess of fifteen percent (15%) (in whole percentage
increments),
of such Participant's Compensation during those periods with
respect to which such modified Payroll Authorization shall be in
effect which shall be different than the percentage provided in
such Participant's Payroll Authorization in effect at the time of
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<PAGE>
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.
If any Participant who shall not have been a Highly Compensated
Participant with respect to a Plan Year shall become a Highly
Compensated Participant with respect to the succeeding Plan Year,
and if such Participant shall have had a Payroll Authorization in
effect with respect to such preceding Plan Year with respect to
more than the percentage of his or her Compensation in effect
with respect to such succeeding Plan Year under clause (ii) of
this Section 3.01(b) of his or her Compensation, then, on the
first day of such succeeding Plan Year, he or she shall be deemed
to have filed an amendment of his or her Payroll Authorization as
theretofore in effect which reduces the percentage therein
specified to such percentage so specified.
(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
may at any time file with the Company a suspension of such Parti-
cipant's Payroll Authorization as then in effect which shall
provide that the Company shall not withhold, or pay to the
Trustee, as such Participant's Payroll Contribution to the Plan,
any portion of such Participant's Compensation during those
periods with respect to which such suspension shall be in effect.
Any such suspension shall become effective as promptly as shall
39
<PAGE>
be administratively feasible after the date on which it is re-
ceived by the Company. Subject to such conditions as the Com-
mittee may at any time and from time to time determine and the
limitations set forth in Sections 3.01(a), 10.01(b) and 10.04,
each Participant 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.
(d) Limitations on Contributions. Notwithstanding the
foregoing provisions of this Section 3.01, no Participant's
Payroll Contributions to the Plans with respect to any Plan Year
shall exceed the Contribution Limit with respect to such Plan
Year.
(e) Company Suspension of Contributions. Notwithstanding
the foregoing provisions of this Section 3.01, if and to the
extent that the Company believes that it is necessary or
advisable in order to facilitate passage by the Plan of the tests
provided for in Section 5.01 and 5.02, the Company may suspend
Payroll Contributions by Highly Compensated Participants for such
period or periods of time as the Company shall determine.
3.02 Withholding and Payment of Payroll Contributions to
Trustee; Credits to Accounts. The Company 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 or portion of the
40
<PAGE>
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 the latest date
permissible under the Code, the Pension Act or any rule or
regulation promulgated thereunder) after, the Valuation Date
occurring in the calendar month in which such withholding shall
occur, (a) the Company shall pay to the Trustee the aggregate
amount of the Company's said withholdings with respect to such
calendar month and (b) the Committee shall credit the amounts so
paid to the Trustee with respect to each 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,
the Company shall not 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.
3.03 Additional Contributions. (a) As of, and on or as
promptly as shall be administratively feasible after, each
Anniversary Date, the Company shall, if and to the extent that
the Company shall determine, pay to the Trustee, as the Company's
Additional Contribution to the Plan 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; if such Additional Contribution shall be made, it shall be
made at such time or times, not later than the time prescribed by
41
<PAGE>
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 Additional Contribution, 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 Associ-
ates 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 Additional Con-
tribution 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
notify the Committee not later than March 1 of the following Plan
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<PAGE>
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.
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ARTICLE IV
Company's Contributions
4.01 Company's Obligation to Make Matching Contributions.
As of, and on or as promptly as shall be administratively
feasible after, each Valuation Date, the Company shall pay to the
Trustee, as the Company's 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 bal-
ance in the Company's Holding Account as of 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 the Company 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. As of,
and on or as promptly as shall be administratively feasible
after, each Valuation Date, the Committee shall 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 an amount equal to fifty percent
(50%) of such Participant's Payroll Contribution which shall not
exceed six percent (6%) of his or her Compensation as of such
Valuation Date and the Committee shall direct the Trustee to make
appropriate entries to the PVH Fund.
4.03 Company's Obligation to Make Top Heavy Contributions.
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As of each Anniversary Date occurring in a Plan Year which shall
be a Top Heavy Year, the Company shall pay to the Trustee, as the
Company's 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 Eligi-
ble Associate 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 Limita-
tion Compensation with respect to such Plan Year over the aggre-
gate of the amounts credited to his or her Matching Contribution
Accounts as of Valuation Dates (including such Anniversary Date)
occurring during such Plan Year in accordance with the provisions
of Section 4.02.
4.04 Credit of Top Heavy Contributions to Accounts. As of,
and on or as promptly as shall be administratively feasible
after, each Anniversary Date, the Committee shall credit to the
Matching Contribution Account in the PVH Fund of each Participant
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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 or her Testing 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 Testing Compensa-
tion with respect to such Plan Year, the Committee shall (i)
direct the 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 deter-
mined in accordance with the provisions of Section 5.03) and (ii)
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as of the Anniversary Date next preceding the date of such dis-
tribution, charge the amount of such distribution and/or for-
feiture 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.
(c) 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, and (B) (i) the
Vested Percentage thereof (determined as of the Anniversary
Date next preceding the date of such distribution) shall be
distributed to such Participant and (ii) the balance thereof
shall be forfeited by such Participant and credited to the
Company's Holding Account
and, in either case, the Committee shall direct the Trustee to
make appropriate entries to the Funds.
5.02 Section 401(k) Limitation. (a) Notwithstanding the
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<PAGE>
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 Testing 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 Testing 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 Trustee to make appropriate entries to the Funds.
(c) If all or any portion of the Before Tax Contributions
made by any Participant with respect to any Plan Year are
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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 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.
(b) There shall then be determined the amount equal to
the sum of (i) the excess, if any, of the credit balance in
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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 Rebalancing
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 Aggregation and Disaggregation Rules. If and to the
extent that the Participants in the Plan are included in a unit
of Associates covered by a collective bargaining agreement, (a)
the provisions of Section 3.03(a) shall, if and to the extent
that the Company in its sole and absolute discretion shall so
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determine, be applied separately with respect to such Associates
and all other Associates and (b) the provisions of Sections 5.01
and 5.02 shall be applied separately with respect to such Asso-
ciates and all other Associates.
5.05 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
and 5.06 (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 5.06 (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.
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5.06 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-
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 5.07, any amount not
so allocated because of the limitation provided for by the fore-
going provisions of this Section shall be credited to the Com-
pany's Holding Account until the succeeding Valuation Date and
disposed of in accordance with the provisions of Section 4.01.
5.07 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 Company upon receipt of
a notice from the Company with regard to such mistake in fact
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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 and to such conditions as the Committee may from
time to time determine, if any Eligible Associate shall receive
an Eligible 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 Eligible Rollover
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 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 Eligible Rollover 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 and to such conditions as the Committee may from
time to time determine, 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
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Trustee shall, at the direction of the Committee, accept from
such Eligible Payor Plan a transfer of all or such portion
thereof as such Participant shall so determine, to be held by the
Trustee subject to all of the terms and conditions of the 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
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.
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 direct
the Trustee to effect corresponding entries to the Funds. Such
transfer shall be effected prior to crediting any other contri-
butions or Account Rebalancing Elections to such Associate's
Accounts as of such Valuation Date.
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
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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 the purposes of Articles III and IV hereof.
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 Parti-
cipant 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. Under the Pre-Amendment Plan, an After
Tax Account was called an "After Tax Contribution Account". 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
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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. Under the Pre-Amendment
Plan, a Before Tax Account was called a "Before Tax Contribution
Account". 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
its books a separate Suspense Account with respect to each Fund
for each Former Participant to whom the provisions of Section
10.06 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;
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
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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 Roll-
over 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.
7.07 Palm Beach Retirement Contributions Account. The Com-
mittee shall establish on its books a separate Palm Beach Retire-
ment Contributions Account with respect to each Participant who
shall have had such an account under the Pre-Amendment Plan in
effect immediately prior to the Amendment Date. The credit bal-
ance in each such Account shall be equal to the credit balance in
each such account under the Pre-Amendment Plan as in effect imme-
diately prior to the Amendment Date and shall at all times be one
hundred percent (100%) vested and non-forfeitable.
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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 hereof.
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
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 herein or thereunder,
or
(b) if the Committee shall not have theretofore deter-
mined that such Domestic Relations Order is a Qualified
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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 and direct the Trustee to make
appropriate entries to the Funds.
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
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
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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
his or her Originating Participant with respect thereto except to
the extent otherwise specifically provided herein or thereunder.
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
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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 balance in the Company's
Holding Account 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 Agreement
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.
(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.
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(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 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 for the
purposes of the Plan 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 Rebalancing Elections of the Participants and Former
Participants and their respective QDRO Payees and Beneficiaries
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
to the Company's Holding Account 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
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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 Provision. 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
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,
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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
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
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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
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
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that any Person shall make a tender or exchange offer for, or
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 del-
ivered, 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.
(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
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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
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
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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
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
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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".
ARTICLE IX
Investment Elections; Account Rebalancings
9.01 Investment Elections. Subject to such conditions as
the Committee may at any time and from time to time determine,
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,
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further, however, that no Participant may elect to have any
amounts credited to his or her Accounts in the Fixed Income Fund;
provided, further, however, that a Participant who shall have
attained his or her fifty-fifth (55th) birthday may also file an
Investment Election with respect to the Matching Contributions
allocated to such Participant.
9.02 Account Rebalancings. (a) General Rule. At such time
or times prior to each Valuation Date as the Committee shall from
time to time determine, and subject to such conditions as the
Committee may at any time and from time to time determine, 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 Rebalancing Election to have the credit balance in
his or her Accounts other than Matching Contribution Accounts
which are required to be invested in the PVH Fund as of such
Valuation Date rebalanced between his or her Accounts of the same
type; provided, however, that (i) no election to rebalance the
credit balance in any of his or her Accounts so as to allocate an
additional portion of the credit balance in his or her Accounts
to 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 and (ii) no Account Rebalancing
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Election may be made which would result in a Participant
allocating more than twenty-five percent (25%) of the credit
balance in his or her Accounts to his or her Accounts in the PVH
Fund or, if greater, the percentage of the credit balance in his
or her Accounts (other than Matching Contribution Accounts which
shall not be Transferable Accounts) in the PVH Fund as of the
Valuation Date immediately preceding such Valuation Date. 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 required to be transferred to
effect such rebalancing (without any interest or earnings accrued
thereon from and after such Account Rebalancing Date) and direct
the Trustee to effect corresponding entries to the Funds;
provided, further, however, that a Participant who shall be a
Section 16(b) Participant may only file an Account Rebalancing
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. 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 Matching Contribution Accounts.
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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 determine, 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 Rebalancing 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 Rebalancing Date) and direct the Trustee to make
corresponding entries to the Funds; provided, however, that a
Participant who shall be a Section 16(b) Participant may only
file an Account Rebalancing 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.
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
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loans be made available to all Participants and Former Partici-
pants in a uniform and 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
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
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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
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
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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 (pro rata by Fund) to the
Accounts of the Participant or Former Participant making the same
in the following order of Accounts: (A) Before Tax Accounts, (B)
Palm Beach Retirement Contributions Accounts, (C) Matching
Contribution Accounts (if such Participant's Vested Percentage
shall be one hundred (100), (D) Rollover Accounts and (E) After
Tax Accounts 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 and direct the Trustee to
make appropriate entries to the Funds. Notwithstanding the
foregoing provisions of this Section 9.03(e), to the extent that
an issuing insurance company shall place restrictions on the
distribution of any amounts from investment contracts issued by
such insurance company which shall be a part of the Fixed Income
Fund, then, if such Participant or Former Participant shall have
one or more Accounts which shall be a part of the Fixed Income
Fund, no portion of a loan shall be charged against such Account
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or Accounts who is a "party in interest" within the meaning of
section 3(14) of the Pension Act.
(f) In the event that a Participant or Former Participant
who is a "party in interest" within the meaning of section 3(14)
of the Pension Act shall not have fully repaid a loan upon the
earliest to occur of
(i) such Participant's or Former Participant's death,
(ii) such Participant's or Former Participant's
ceasing to be a Participant or Former Participant who is a
"party in interest" within the meaning of section 3(14) of
the Pension Act 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 treating the outstanding
balance of such loan (including all accrued but unpaid interest
thereon) as a distribution from such Participant's or Former
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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 who 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.
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 but shall continue to be employed by or a Related Asso-
ciate of the Company and/or any Affiliated Corporation, his or
her participation under the 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, but he or
she shall not be entitled to share in any allocations of the
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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
for any reason whatever, including his or her death, his or her
participation under the Plan shall terminate as of the Valuation
Date occurring in 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 lessor of
(a) the amount specified in, or calculated in accordance with the
provisions of, such request or (b) 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 Valua-
tion 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 and direct the Trustee to make
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appropriate entries to the Funds.
10.03 Hardship Withdrawals. (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 10.03(b) determine that such Participant has suffered an
immediate 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 aggre-
gate of (A) the credit balance in such Participant's Rollover
Accounts, (B) if such Participant's Vested Percentage shall be
one hundred (100), the credit balance in such Participant's
Matching Contribution Accounts, (C) the credit balance in such
Participant's Palm Beach Retirement Contributions Accounts and
(D) the aggregate of the Before Tax Contributions (but not any
earnings thereon) theretofore made by such Participant and not
theretofore withdrawn by such Participant, (iii) such amount as
shall be determined by the Committee in accordance with the
provisions of Section 10.03(b) to satisfy such financial need or
(iv) the aggregate of the credit balances in his or her Rollover
Accounts, Matching Contribution Accounts, Palm Beach Retirement
Contributions Accounts and Before 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 approval of
such request by the Committee (without any interest or earnings
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accrued thereon from and after such Valuation Date) and the
Committee shall, as of such Valuation Date, charge such payment
to his or her Accounts in the order set forth in clause (ii) of
this Section 10.03(a) and direct the Trustee to make appropriate
entries to the Funds. No Withdrawal shall be made by any Parti-
cipant in accordance with the provisions of this Section 10.03(a)
unless such Participant shall have made the maximum amount of the
Withdrawal permitted under the provisions of Section 10.02 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 10.03(a), the Committee
shall examine all relevant facts and circumstances to determine
whether the Participant requesting such Withdrawal has an imme-
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
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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.
(c) A distribution in accordance with the provisions of
Section 10.03(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
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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
(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 10.03, 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
10.03, 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.
10.04 Prohibitions Resulting from Withdrawal. c. If any
Participant shall effect a Withdrawal referred to in Section
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10.03 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 the first day of the calendar month occurring at
least twelve (12) months subsequent to such Valuation Date.
(b) A Participant who has effected a Withdrawal referred to
in Section 10.03 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 10.03 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) of 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.
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10.05 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-
nation Date, as of, and on or as promptly as shall be
administratively feasible after, each Valuation Date thereafter
through and including the Valuation Date concurrent with his or
her Termination 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.
10.06 Disposition of Suspense Accounts. The credit balance
in each Suspense Account of a Participant or Former Participant
shall be disposed of as follows:
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(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-
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
10.06(b) shall once again become a Participant prior to the
completion of five (5) consecutive Break Years, and if he or
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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
provisions of Section 10.06(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.
10.07 Payment of Benefits. d. Each Original Payee who
shall achieve his or her Initial Payment Date shall, except as
otherwise provided in Section 10.08, 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
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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) Notwithstanding the provisions of Section 10.07(a),
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 who shall achieve his or
her Initial Payment Date on or after his or her Normal Retirement
Date or by reason of his or her Permanent Disability may elect to
receive his or her benefit in annual installments in a number
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 Contribution Account, if any, shall
be payable in accordance with the provisions of Appendix B; pro-
vided, further, however, that an Original Payee's Annuity Benefit
Amount, if any, shall be payable in accordance with the provi-
sions 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 10.07(a) or 10.07(b) and direct the Trustee to make
appropriate entries to the Funds.
10.08 Election of Stock Payment. All payments referred to
in Section 10.07(a) shall be made in cash in a single sum as of,
and on or as promptly as shall be administratively feasible
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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
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 10.07(c) 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.
10.09 Required Distributions. 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
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administratively feasible after, the Anniversary Date concurrent
with his or her Required Beginning Date and each subsequent
installment 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
Anniversary 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
(a) if his or her Primary Beneficiary on his or her
Required Beginning Date shall be his or her Spouse, and his
or her said Spouse shall be alive on such Anniversary Date,
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 Primary Beneficiary on his or her
Required Beginning Date shall be his or her Spouse, and his
or her said Spouse shall not be alive or such Anniversary
Date, the largest whole number which shall be equal to or
less than the expected return multiple derived from Table V
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contained in such Regulation based upon the birthday of such
Participant occurring in the calendar year in which such
Anniversary Date shall occur,
or
(c) if his or her Primary Beneficiary on his or her
Required Beginning 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 and such Primary Beneficiary occurring in the
calendar year in which such Participant's Required Beginning
Date shall occur minus one for each Plan Year thereafter,
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
(d) if his or her Beneficiary on such Anniversary Date
shall not be a natural person, the largest whole number
which shall be equal to or less than the expected return
multiple 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
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(without any interest or earnings accrued thereon from and after
such Anniversary Date) or such greater amount 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, regis-
tered 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.
10.10 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 all or any
portion of the entire value of his or her Accounts by giving
written notice to such effect to the Committee, at such time as
may be determined by the Committee in advance of such Valuation
Date; provided, however, that no such Withdrawal may be made with
respect to the non-vested portion of the credit balance in a
Participant's Matching Contribution Accounts. Such payment shall
be made as of, and on or as promptly as shall be administratively
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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.
10.11 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 (without any interest or earnings
accrued thereon from and after such Valuation Date).
10.12 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 10.07(a), 10.09 or
10.11 is to be made as of a Valuation Date which shall be on or
subsequent to the Normal Retirement Date of the Participant or
Former Participant referred to therein, such payment (or a
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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.
10.13 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.
10.14 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.
10.15 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
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
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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.
10.16 Distributions from Fixed Income Fund.
Notwithstanding the foregoing provisions of this Article X, to
the extent that an issuing insurance company shall place
restrictions on the distribution of any amounts from investment
contracts issued by such insurance company which shall be a part
of the Fixed Income Fund, then, if an Original Payee shall have
one or more Accounts which shall be a part of the Fixed Income
Fund, the distribution of the credit balance in such Accounts
shall not be made until as promptly as administratively feasible
following the date on which such restrictions shall be lifted.
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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;
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
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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
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 Company, 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
provisions of Section 11.04, each additional and each successor
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Committee 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 or her duties as such Committee member.
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 administra-
tive responsibility with respect to the Plan.
12.02 Auditors, Accounts and Attorneys. The Committee may
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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.
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 and/or a full-time Associate of the
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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 expenses
incurred by the Committee in the administration of the Plan and
the Trust, including, but not limited to, the fees and compen-
sation of the persons referred to in Sections 12.02, 12.03 and
12.06, but all brokerage commissions, transfer taxes, income
taxes and similar fees and expenses shall be charged against the
Fund to which they relate.
12.05 Records and Forms. The Company, 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 the
Company 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
Company 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
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or election for the receipt of which a period shall so have been
established and which shall not be received during such period.
The Company 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 Company and
the Committee shall respectively also be protected in acting upon
any notice or other communication purporting to be signed by any
person and reasonably believed to be genuine and accurate.
Except as otherwise specifically required by the Code and/or the
Pension Act, any communication to the Committee may be by any
form or medium approved by the Committee including but not
limited to electronic and/or telephonic transmission.
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 and/or an Associate thereof) the
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obligation to carry out any responsibilities of the Committee
hereunder and, to the extent of any such allocation or
delegation, the Committee member or members effecting such al-
location 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
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.
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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
Company, 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,
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
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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
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.
The Company shall not 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 the Company 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 the Company 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.
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ARTICLE XIII
Amendment; Termination; Merger
13.01 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 the Company
may, at any time, pursuant to a resolution of its board of
directors, similarly terminate the Plan and/or the Trust; pro-
vided, 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) notwith-
standing any such amendment or termination, except as otherwise
provided in Section 5.07, it shall be impossible, whether by op-
eration or natural termination of the Plan or the Trust, or in
accordance with the provisions of this Section, 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 ex-
clusive 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 Par-
ticipant, 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
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a QDRO Payee, the Termination Date of his or her Originating
Participant).
13.02 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 contri-
butions, whether or not the Trust shall also terminate concur-
rently 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 Par-
ticipants 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 ter-
mination 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 parti-
cipation, 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.
13.03 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
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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 the Plan and/or Trust had been terminated immedi-
ately prior to such merger, consolidation or transfer.
ARTICLE XIV
Construction
14.01 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.
14.02 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.
14.03 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.
14.04 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.
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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: ___________________________
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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 by reason of his or her death),
such Participant shall be entitled to elect one of the
following forms of payment with respect to his or her
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 his
or her 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 his or her 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.
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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 his or her 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 shall 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;
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(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 10.07 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
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below, an explanation of the benefit payable under this
Appendix A or Section 10.07 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.
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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.
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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 Associate),
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
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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
114
<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 10.08.
115
<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.
116
<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.
117
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PHILLIPS-VAN HEUSEN CORPORATION FINANCIAL STATEMENTS INCLUDED IN ITS 10-Q REPORT
FOR THE QUARTER ENDED APRIL 28, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-02-1997
<PERIOD-END> APR-28-1996
<CASH> 25,374
<SECURITIES> 0
<RECEIVABLES> 98,092
<ALLOWANCES> (5,461)
<INVENTORY> 300,512
<CURRENT-ASSETS> 458,350
<PP&E> 139,949<F1>
<DEPRECIATION> 0<F1>
<TOTAL-ASSETS> 756,101
<CURRENT-LIABILITIES> 204,833
<BONDS> 229,550
0
0
<COMMON> 26,988
<OTHER-SE> 239,780
<TOTAL-LIABILITY-AND-EQUITY> 756,101
<SALES> 273,660
<TOTAL-REVENUES> 273,660
<CGS> 180,563
<TOTAL-COSTS> 180,563
<OTHER-EXPENSES> 96,358
<LOSS-PROVISION> 0<F2>
<INTEREST-EXPENSE> 6,153
<INCOME-PRETAX> (9,414)
<INCOME-TAX> 2,860
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,554)
<EPS-PRIMARY> (0.24)
<EPS-DILUTED> (0.24)
<FN>
<F1>Property, plant and equipment is presented net of accumulated depreciation.
<F2>Provision for doubtful accounts is included in other costs and expenses.
</FN>
</TABLE>
