kontoor2022q3ex1043konto






1  KONTOOR BRANDS EXECUTIVE DEFERRED SAVINGS PLAN II  Kontoor Brands, Inc. adopted this Kontoor Brands Executive Deferred Savings Plan II (the  “Plan”) to provide benefits for the eligible senior executive employees of Kontoor Brands, Inc. and its  affiliated employers, and to accept a spin-off of the accounts of such eligible senior executive employees  and their respective beneficiaries from the VF EDSP II effective as of the spinoff of Kontoor Brands, Inc.  from VF Corporation. This Plan was as initially effective May 23, 2019.  The Plan is hereby restated  effective January 1, 2020.  The Plan permits senior executive employees, who are among a select group of management or  highly-compensated employees of Kontoor Brands, Inc. or a Participating Employer, to defer  compensation in excess of the maximum amount permitted to be taken into account under the Kontoor  Brands 401k Savings Plan and be credited with Matching Deferrals.    The intention of Kontoor Brands, Inc. is that the Plan be at all times maintained on an  unfunded basis for federal income tax purposes under the Internal Revenue Code of 1986, as amended  (“Code”), administered as a “top hat” plan exempt from the substantive requirements of the Employee  Retirement Income Security Act of 1974, as amended, and operated in accordance with the requirements  of section 409A of the Code.  SECTION I  DEFINITIONS  Unless otherwise required by the context, the terms used herein shall have the meanings as set  forth below:  1. “Accrued Benefit” means the sum of a Participant’s Basic Deferrals and the vested portion of the Participating Employer’s Matching Deferrals and Company Retirement Deferrals.  In the  case of any Participant who also was a participant in the VF EDSP I, a Participant’s Accrued Benefit shall  also include any Matching Deferrals that, as of December 31, 2004, were not vested under the VF EDSP  I.  2. “Basic Deferral” means that percentage of a Participant’s Earnings elected to be deferred under the terms of this Plan.  3. “Beneficiary” means the individual or entity named pursuant to the Plan to receive benefit payments hereunder in the event of the death of the Participant.  Each Beneficiary designation by  a Participant in effect under the VF EDSP II (including a beneficiary designation under the VF EDSP I  that was recognized under the terms of the VF EDSP II) on May 22, 2019 will be recognized and  maintained immediately after the transfer of his or her account from the VF EDSP II to the Plan and shall  remain until a new designation is made by the Participant and becomes effective.  4. “Change of Control” means, for purposes of vesting under Article III, the same as it does in the Company’s change of control agreements with its senior management in place at the relevant  time; provided, however, that if there is ever a time that the Company no longer has any such agreements  in place with its senior management, then the Committee shall determine the meaning of “Change of  Control.” Notwithstanding the foregoing, for purposes of benefit entitlement under Article VI and  payment rights under Article VII, when used in connection with a Participating Employer (including the  Company), “Change of Control” means the same as “change in the ownership or effective control of a  corporation” under Code section 409A.  5. “Code” means, the Internal Revenue Code of 1986, as amended. Exhibit 10.43  





 






2    6. “Code Section 409A” means, collectively, Section 409A of the Code and any Treasury  regulations and guidance issued thereunder.  7. “Committee” means the Kontoor Brands, Inc. Retirement Plans Committee, as appointed  from time to time by the Vice President – Chief Human Resources Officer of the Company.  8. “Company” means Kontoor Brands, Inc., a North Carolina corporation.  9. “Company Controlled Group” shall include the Company and each related company or  business which is part of the same controlled group under Code sections 414(b) or 414(c); provided that  in applying Code sections 1563(a)(1) – (a)(3) for purposes of determining a controlled group of  corporations under Code section 414(b) and in applying Treasury Regulation section 1.414(c)-2 for  purposes of determining whether trades or businesses are under common control under Code section  414(c), the phrase “at least 50 percent” is used instead of “at least 80 percent.”  10. “Company Retirement Deferral” means the additional deferral amount credited to a  Participant by a Participating Employer under the terms of Subsection 3 of Section III of this Plan.  11. “Deferrals” means, collectively, a Participant’s Basic, Matching, and Company  Retirement Deferrals under the Plan (and, unless specified otherwise, shall include any gains or losses  attributable thereto).  12. “Earnings” means the Participant’s salary and any cash bonus payments made to a  Participant by a Participating Employer in the relevant year under a Participating Employer’s  performance-based incentive compensation plans.  For purposes of the Plan, Earnings shall be determined  without regard to any salary or bonus deferrals or reductions which may be made by a Participant  pursuant to section 401(k) or section 125 of the Code.  However, earnings shall not include: (i) any  reimbursement for expenses paid to a Participant by a Participating Employer; (ii) any payments or  contributions made by a Participating Employer to a plan or arrangement, on behalf of a Participant,  which results in imputed income to the Participant for federal income tax purposes; or (iii) any  compensation attributable to stock incentives such as stock option exercises, restricted stock, or restricted  stock units.  The Committee may, in its discretion and from time to time, identify additional forms of  compensation to be included in or excluded from the Participant’s Earnings.   13. “Initial Eligibility Date” means the earliest date on which a newly eligible employee  may participate in the Plan.  For periods before January, 1, 2020, the Initial Eligibility Date of an  employee shall be the earlier of: (a) the date on which the employee completes a three (3) consecutive  month period of employment with a Participating Employer in which the employee is credited with 250  or more hours of service, (b) the date on which the employee completes a twelve (12) consecutive month  period of employment with a Participating Employer in which the employee is credited with 1,000 or  more hours of service or (c) in the case of a Transferred Employee who was a participant in the VF EDSP  II, on May 22, 2019.  On and after January 1, 2020, the Initial Eligibility Date shall be the first of the  month following the date the individual becomes an eligible employee.  Notwithstanding the foregoing,  the Initial Eligibility Date may not be earlier than the date the employee is notified, in writing, by the  Participating Employer of the material terms of the Plan.    14. “Matching Deferral” means the additional deferral amount credited to a Participant by a  Participating Employer under the terms of Subsection 2 of Section III of this Plan.  In addition, in the case  of any Participant who also was a participant in the VF EDSP I, the term “Matching Deferral” shall  include any matching deferrals (and any gains and losses credited thereon) that, as of December 31, 2004,  were not vested under the VF EDSP I.  





 






3    15. “Participant” means an eligible employee who participates in this Plan in accordance  with its provisions.  16. “Participating Employer” means the Company and each related company or business  within the Company Controlled Group the eligible employees of which are designated by the Committee  to participate in this Plan with respect to Basic and Matching Deferrals, and/or Company Retirement  Deferrals (if such deferrals are provided).  17. “Performance-Based Compensation” shall have the meaning as set forth under Code  section 409A.  18. “Plan” means the Kontoor Brands Executive Deferred Savings Plan II as it may be  amended subsequently from time to time.  19. “Plan Year” means the calendar year.  20. “Service” means the vesting service as is recognized for the Participant under the  Kontoor Brands 401k Savings Plan.  21. “Severance from Service” shall have the same meaning as the term “separation from  service” as set forth under Code section 409A.  Notwithstanding the foregoing, a Severance from Service  does not occur if a Participant is transferred to another Participating Employer or any member of the  Company Controlled Group.  22. “Specified Employee” means as of any given date, the fifty (50) highest paid officers  (except to the extent that there are fewer than fifty (50) officers, in which case the group shall include all  officers) and any other individual that is considered a “specified employee” under Code Section 409A,  and provided further that such group of officers and individuals shall be determined from a listing of same  drawn from the Company Controlled Group, and compiled as of the end of such preceding Plan Year.  23. “Spouse” means the person to whom the Participant is legally married at the time  relevant to any determination under the Plan.  24. “Total Disability” means a physical or mental impairment that qualifies a Participant for  disability benefits under a long-term disability benefits plan maintained by the Participant’s Participating  Employer and/or eligibility for disability benefits under the Social Security Act; provided that such  impairment would also qualify as a “disability” as defined in Code section 409A.  All determinations of  Total Disability for purposes of this Plan shall be based on the fact that the Participant is in receipt of  disability payments under either or both the above-referenced disability benefits plans.  25. “Transferred Employees” means those employees of the Company who participated in  the VF EDSP II on May 22, 2019, and whose accounts in the VF EDSP II were transferred to the Plan.  26. “VF EDSP I” means the VF Executive Deferred Savings Plan.  27. “VF EDSP II” means the VF Executive Deferred Savings Plan II.  SECTION II  ELIGIBILITY  1. Requirements.  An individual shall be eligible to elect to contribute Basic Deferrals and  be credited with Matching Deferrals if he or she is working for a Participating Employer in a capacity  classified by the Participating Employer as that of an employee with a base salary of $250,000 or above.   





 






4    An employee shall be eligible to participate only if the employee is so notified, in writing, by the  Participating Employer of the material terms of the Plan.  2. Participation.  Participation in this Plan by an eligible employee is voluntary with  respect to the right to elect to contribute Basic Deferrals and be credited with Matching Deferrals.   3. Termination of Participation.  In the event that a Participant ceases to be an eligible  employee, the Participant’s Basic Deferral election shall remain in effect through the end of the Plan Year  in which the Participant remains employed but has ceased to be an eligible employee, and thereafter, the  Participant shall make no further Basic Deferrals unless and until the Participant again becomes an  eligible employee.  SECTION III  DEFERRALS  1. Basic Deferrals.  (a)  Election.  A Participant may elect to defer any portion of his or her Earnings  (“Basic Deferral Election”) by directing his or her Participating Employer to reduce his or her Earnings  by an amount authorized by the Participant in the form and manner designated by the Committee.   (i) Amount of deferral.  A Participant may not elect to defer an amount  under this Plan that would, (A) with regard to annual salary, result in a reduction of his or her annual  salary below fifty percent (50%) of annual salary for any payroll period, or (B) with regard to bonuses  that constitute Performance-Based Compensation, exceed seventy-five percent (75%) of any cash bonus  payment that qualifies as Earnings;    (ii)  Timing of deferral.    (A) With respect to deferrals of Earnings other than Performance- Based Compensation, a Participant’s Basic Deferral Election shall be made no later than the December  immediately preceding the Plan Year to which the election relates;  (B)  With respect to deferrals of Earnings that are Performance- Based Compensation, a Participant’s Basic Deferral Election shall be made no later than six (6) months  preceding the end of the performance period to which the Performance-Based Compensation relates;  (C) Notwithstanding the foregoing, with respect to an individual who  is first eligible to participate in the Plan, such individual may submit a Basic Deferral Election within the  first thirty (30) days after the individual’s Initial Eligibility Date with respect to Earnings comprised of:  (A) salary to be paid for services to be performed after the Basic Deferral Election is submitted, and  (B) Performance-Based Compensation, if so permitted by the Committee at the time, provided that such  election shall be prorated in accordance with Code section 409A.  Any election made by a Participant to defer any portion of his or her Earnings paid by a  participating employer under the VF EDSP II during 2019 shall also apply to his or her compensation  paid by a Participating Employer under this Plan on and after May 23, 2019 and during the remainder of  2019.  (b)  Vesting.  A Participant shall have a nonforfeitable right to his or her Basic  Deferrals.  (c) Change of Election.  The percentage or amount of Earnings designated by a  Participant as a Basic Deferral for any given Plan Year shall continue in effect for such Plan Year,  





 






5    notwithstanding any change in Earnings.  In the event a Participant is on a bona fide leave of absence with  the Participating Employer’s consent, or in military service in conformity with the Participating  Employer’s policies, such Participant’s Basic Deferrals shall continue if Earnings are being continued by  the Participating Employer and if the Participant has Earnings.  If Earnings are not being continued or if  the Participant does not have Earnings, then, upon the Participant’s return to employment, his or her Basic  Deferrals will be resumed, but no additional deferrals will be required or permitted to make up for  amounts not deferred during periods of no or insufficient Earnings.    (d)  Manner of Deferral.  A Participant's Basic Deferral election shall apply only to  Earnings that constitute Earnings at the time such amounts are otherwise payable to the Participant.  In the  discretion of the Committee, a Participant’s deferral election may identify the particular forms of  compensation to be included for purposes of such election.  2. Matching Deferrals.  (a) Amount.  The Company will credit Matching Deferrals in an amount equal to  one hundred percent (100%) on six percent (6% ) of Basic Deferrals that are made on Earnings in excess  of the Code section 401(a)(17) compensation limit for such Plan Year.   Following the end of the 2015 and 2016 Plan Years, an additional deferral (“Transitional  Deferral”) was credited to each eligible employee of a participating employer under the VF EDSP II: (i)  who was eligible for the VF EDSP II on December 31, 2014, (ii) who remained employed by the  participating employer and eligible to participate as of the end of the applicable Plan Year (2015 and  2016), and (iii) whose Earnings for the Plan Year were below $208,334.  The Transitional Deferral was  equal to the excess, if any, of $12,500 over the product of the employee’s Earnings for the Plan Year and  six percent (6%) (i.e., $12,500 – (Earnings x 6%).  Such Transitional Deferrals were credited as Matching  Deferrals and shall be subject to the same vesting, forfeiture, and other provisions applicable to Matching  Deferrals, except as otherwise provided herein.   (b)  Vesting.  A Participant shall become vested in his or her Matching Deferrals at  the rate of one-sixtieth (1/60th) per month of Service.  Notwithstanding the foregoing, a Participant shall  become 100% vested in his or her Matching Deferrals if, prior to his or her Severance from Service the  Participant attains age sixty-five (65), incurs a Total Disability, dies, or a Change of Control of the  Company occurs.     (c) Forfeitures.  A Participant shall forfeit, upon his or her Severance from Service  prior to becoming vested in accordance with Subsection 2(b) of this Section III, any right to Matching  Deferrals in which he or she is not vested.  3. Company Retirement Deferrals.  (a) Amount.  A Participant who also was a participant in the VF EDSP II may have  been credited with an additional deferral amount (“Company Retirement Deferral”) under the terms of the  VF EDSP II in effect at such time.    A Participant was eligible for Company Retirement Deferrals under the VF EDSP II  only if he or she began employment with the a participating employer under the VF EDSP II on or after  January 1, 2005 (or earlier, if determined by the applicable committee under the VF EDSP II) and was  either not covered by the VF Corporation Pension Plan or not eligible to actively participate in the VF  Corporation Pension Plan.  Notwithstanding the foregoing, no Company Retirement Deferrals were  credited under the VF EDSP II after 2014.   





 






6    (b) Vesting.  A Participant shall become vested in his or her Company Retirement  Deferrals at the rate of one-sixtieth (1/60th) per month of Service.  Notwithstanding the foregoing, a  Participant shall become 100% vested in his or her Company Retirement Deferrals if, prior to his or her  Severance from Service, the Participant attains age sixty-five (65), incurs a Total Disability, dies, or a  Change of Control of the Company occurs.     (c) Forfeitures.  A Participant shall forfeit upon his or her Severance from Service  prior to becoming vested in accordance with Subsection 3(b) of this Section III, any right to Company  Retirement Deferrals in which he or she is not vested.  (d) Other Participating Employer Deferrals.  A Participating Employer may, in its  discretion and from time to time, and with the consent of the Company, credit a Participant’s Account  with different or additional amounts of Company Retirement Deferrals for any reason as determined by  the Participating Employer.  Notwithstanding any provision herein to the contrary, the Committee may,  with respect to such amounts, establish such terms and conditions as it deems appropriate.  SECTION IV  INVESTMENT  1. Investment Election.  A Participant may elect, pursuant to procedures established by the  Committee and subject to applicable limitations herein, that his or her Basic, Matching, and Company  Retirement Deferrals be credited with gains and losses as if such Deferrals had been invested (in  increments of at least one percent (1%)) in one or more of the investment funds offered under the Plan, as  may be determined by the Committee from time to time.  Each investment direction by a Participant in  effect under the VF EDSP II on May 22, 2019 will be recognized and maintained immediately after the  transfer of his or her account from the VF EDSP II to the Plan and shall remain until a new direction is  made by the Participant and becomes effective.  2. Change of Investment Election.  A Participant may elect, pursuant to procedures  established by the Committee and subject to applicable limitations herein, a change with respect to his or  her previously-made investment election.  SECTION V  RECORDS  The Committee shall create and maintain, or may direct a third party to create and maintain,  adequate records, in book entry form, for each Participant of Basic, Matching, and Company Retirement  Deferrals.  Each Participant shall, to the extent permitted by the Committee, have electronic access to the  status of his or her account balance and vested percentage.  SECTION VI  PLAN BENEFITS  1. Severance from Service.  Upon a Participant’s Severance from Service, he or she shall  be entitled to his or her Accrued Benefit payable in accordance with Section VII.  2. Death.  In the event of the death of a Participant prior to Severance from Service, the  Participant’s Beneficiary shall be entitled to a benefit equal to the Participant’s Accrued Benefit payable  in accordance with Section VII.  In the event of the death of a Participant after a Severance from Service,  the Participant’s Beneficiary shall be entitled to that part, if any, of the Participant’s Accrued Benefit  which has not yet been paid to the Participant payable in accordance with Section VII.  





 






7    3. Total Disability.  In the event a Participant incurs a Total Disability prior to Severance  from Service, the Participant shall be entitled to his or her Accrued Benefit payable in accordance with  Section VII.  4. Change of Control.  In the event a Participant’s Participating Employer undergoes a  Change of Control prior to a Participant’s Severance from Service, the Participant shall be entitled to his  or her Accrued Benefit payable in accordance with Section VII.  5. Beneficiary.  Each Participant may designate a Beneficiary (along with alternate  beneficiaries) to whom, in the event of the Participant’s death, any benefit is payable hereunder.  Each  Participant has the right to change any designation of Beneficiary and such change automatically revokes  any prior designation.  A designation or change of Beneficiary must be in writing on forms supplied by  the Committee and any change of Beneficiary shall not become effective until filed with the Committee;  provided, however, that the Committee shall not recognize the validity of any designation received after  the death of the Participant.  The interest of any Beneficiary who dies before the Participant shall  terminate unless otherwise provided.  If a Beneficiary is not validly designated, or is not living or cannot  be found at the date of payment, any amount payable pursuant to this Plan shall be paid to the Spouse of  the Participant if living at the time of payment, otherwise in equal shares to such of the children of the  Participant as may be living at the time of payment; provided, however, that if there is no surviving  Spouse or child at the time of payment, such payment shall be made to the estate of the Participant.  SECTION VII  PAYMENT OF BENEFITS  1. Normal Form.  The normal form for the payment of a Participant’s Accrued Benefit  shall be a lump-sum payment in cash payable to the Participant not earlier than the first business day of  the month occurring three full calendar months following the event giving rise to the distribution and not  later than the close of the Plan Year during which such three month period ends or any such later date as  may be permitted under Code section 409A.  2. Installments.  Notwithstanding the foregoing, a Participant may elect in the form and  manner designated by the Committee, that payment of his or her Basic Deferrals for a Plan Year be made  in annual installments over a period of not more than ten (10) years with such payments commencing not  earlier than the first business day of the month occurring three full calendar months following the event  giving rise to the distribution and not later than the close of the Plan Year during which such three month  period ends or any such later date as may be permitted under Code section 409A.  Such election must be  made to the Committee at the same time that the Participant makes his or her Basic Deferral Elections for  such Plan Year in accordance with Subsection 1 of Section III.  Any such installment payment election  with respect to salary deferred by a Participant for a Plan Year shall also apply with respect to the  Matching Deferrals credited on account of such salary deferrals, any Company Retirement Deferrals  credited on behalf of the Participant for the Plan Year, and any Transitional Deferrals for the Plan Year.   Any such installment payment election with respect to Performance-Based Compensation deferred by a  Participant for a Plan Year shall also apply with respect to the Matching Deferrals credited on account of  such Performance-Based Compensation deferral for the Plan Year.  A Participant’s installment payment  elections in effect under the VF EDSP II shall continue to apply with respect to the portions of his  account under the Plan attributable to deferred compensation under the VF EDSP II corresponding to  those elections.  3. Death.  (a) If a Participant dies prior to a Severance from Service, his or her Accrued Benefit  shall be distributed to his or her Beneficiary in a lump-sum payment in cash in accordance with  Subsection 1 of this Section VII unless the Participant has elected an installment form of distribution in  





 






8    accordance with Subsection 2 of this Section VII, in which case, distribution to the Beneficiary shall be  made in accordance with such election.    (b) If a Participant dies after a Severance from Service, his or her Accrued Benefit  shall be distributed to his or her Beneficiary in the same form and at the same time as it would have been  paid to the Participant had he or she survived.  Payment under Subsections 3(a) and 3(b) shall commence not earlier than the first business day  of the month occurring three full calendar months following the event giving rise to the distribution and  not later than the close of the Plan Year during which such three month period ends or any such later date  as may be permitted under Code section 409A.   4. Change of Control.  (a) In the event of a Change of Control of a Participant’s Participating Employer  (other than the Company), his or her Accrued Benefit shall be distributed in a lump sum payment in  accordance with Subsection 1 of this Section VII unless the Participant has elected an installment form of  distribution in accordance with Subsection 2 of this Section VII, in which case, distribution to the  Participant shall be made in accordance with such election.  (b) In the event of a Change of Control of the Company, all Accrued Benefits under  the Plan (regardless of whether or not in pay status) shall be distributed in a lump sum payment as soon as  practicable and in accordance with procedures determined by the Committee.  5. Specified Employee Restrictions.  During any period in which the stock of any member  of the Company Controlled Group is publicly traded on an established securities market, in the event  benefits become payable to a Participant who is a Specified Employee due to the Participant’s Severance  from Service, distribution of the Participant’s Accrued Benefit shall not commence any earlier than six  (6) months following the Participant’s Severance from Service.  Any payment that would have been made  during such six (6) month period shall be retained in the Plan as part of the Participant’s Accrued Benefit  (and credited with any applicable earnings and losses) and paid as soon as administratively feasible  following the end of the six (6) month period.  SECTION VIII  HARDSHIP WITHDRAWALS  Distribution may be made to a Participant of some or all of his or her Accrued Benefit (excluding  any Company Retirement Deferrals) in the event of an unforeseeable emergency.  The Participant shall  file a written request with the Committee, and the Committee shall determine in its sole discretion, if an  unforeseeable emergency exists, based on the facts of each case.  For this purpose, “unforeseeable  emergency” shall have the meaning as set forth under Code section 409A.  





 






9    SECTION IX  FUNDING STATUS  This Plan is unfunded.  All obligations hereunder shall constitute an unsecured promise of the  Company to pay a Participant’s benefit out of the general assets of the Company, subject to all of the  terms and conditions of the Plan, as amended from time to time, and applicable law.  A Participant shall  have no greater right to benefits provided hereunder than that of any unsecured general creditor of the  Company.  SECTION X  ADMINISTRATION  1. Powers and Responsibilities.  The Plan shall be administered by the Committee which  shall have the following powers and responsibilities.  (a) to construe the Plan, make factual determinations, decide all benefit requests  made by a Participant or any other person, correct defects, and take any and all similar actions considered  by the Committee to be necessary to administer the Plan, with any such determinations under or  interpretations of the Plan made in good faith by the Committee to be final and conclusive for all  purposes;  (b) determine the investment options which may be utilized under the Plan, including  any default option to be utilized if a Participant makes no investment request;  (c) to designate a related company or business as a Participating Employer and to  revoke such status if, in the Committee’s discretion, such action is in the best interest of the Company;  and  (d) to take all other actions and do all other things which are considered by the  Committee to be necessary to the administration of the Plan.  2. Actions Conclusive.  The Committee shall have complete discretion in carrying out its  powers and responsibilities under the Plan, and its exercise of discretion hereunder shall be final and  conclusive.  3. Delegation.  The Committee may, in writing, delegate some or all of its powers and  responsibilities to any other person or entity.  4. Meetings.  The Committee may hold meetings upon such notice, at such time or times,  and at such place or places as it may determine.  The majority of the members of the Committee at the  time in office shall constitute a quorum for the transaction of business at all meetings and a majority vote  of those present and constituting a quorum at any meeting shall be required for action.  The Committee  may also act by written consent of a majority of its members.  5. Rules of Administration.  The Committee may adopt such rules for administration of the  Plan as is considered desirable, provided they do not conflict with the Plan.  6. Agents.  The Committee may retain such counsel, and actuarial, medical, accounting,  clerical and other services as it may require to carry out the provisions and purposes of the Plan.  7. Reliance.  The Committee shall be entitled to rely upon all tables, valuations, certificates,  and reports furnished by any duly appointed auditor, or actuary, upon all certificates and reports made by  any investment manager, or any duly appointed accountant, and upon all opinions given by any duly  appointed legal counsel.  





 






10    8. Liability and Indemnification.  No member of the Committee shall be personally liable  by virtue of any instrument executed by the member, or on the member’s behalf, as a member of the  Committee.  Neither the Company nor a Participating Employer, nor any of their respective officers or  directors, nor any member of the Committee, shall be personally liable for any action or inaction with  respect to any duty or responsibility imposed upon such person by the terms of the Plan except when the  same is finally judicially determined to be due to the self dealing, willful misconduct or recklessness of  such person.  The Company shall indemnify and hold harmless its officers, directors, and those of any  Participating Employer, and each member of the Committee against any and all claims, losses, damages,  expenses (including attorneys’ fees and the advancement thereof), and liability (including, in each case,  amounts paid in settlement), arising from any action or failure to act regarding the Plan, to the greatest  extent permitted by applicable law.  The foregoing right of indemnification shall be in addition to any  other rights to which any such person may be entitled.  9. Conflict of Interest.  If any Participant is a member of the Committee, he or she shall not  participate as a member of the Committee in any determination under the Plan relating specifically to his  or her Basic, Matching, or Company Retirement Deferrals.  SECTION XI  MODIFICATION AND TERMINATION  The Company reserves the right to terminate this Plan at any time or to modify, amend or  suspend it from time to time, such right to include, without limitation, the right to distribute any and all  Accrued Benefits following a termination of the Plan.  Any such termination, modification, amendment or  suspension shall be effective at such date as the Company may determine and may be effective as to all  Participating Employers, or as to one or more Participating Employers, and their respective employees.   The Company shall notify all affected Participants of any such termination, modification, amendment or  suspension and, in appropriate circumstances as determined by the Company, shall also notify the  relevant Participating Employers.  A termination, modification, amendment or suspension may affect  Participants generally, by class or individually, and may apply irrespective of whether they are past,  current or future Participants; provided, however, that any such action may not eliminate or reduce the  Accrued Benefit of any Participant as of the effective date of such action.  SECTION XII  GENERAL PROVISIONS  1. No Employment Right.  Nothing contained herein shall be deemed to give any  employee the right to be retained in the service of the Company or a Participating Employer, as  applicable, or to interfere with the rights of any such employer to discharge any employee at any time.  2. Interest Not Assignable.  It is a condition of this Plan, and all rights of each Participant  shall be subject thereto, that no right or interest of any Participant under this Plan or in his or her credited  Deferrals shall be assignable or transferable in whole or in part, either directly or by operation of law or  otherwise, including without limitation, execution, levy, garnishment, attachment, pledge, bankruptcy, or  in any other manner, subject, however, to applicable law, but excluding devolution by death or mental  incompetency, and no right or interest of any Participant under this Plan or in his or her credited Deferrals  shall be liable for or subject to any obligation or liability of such Participant, subject, however, to  applicable law.  3. Taxes and Withholding.  All Deferrals and payments under the Plan shall be subject to  such taxes and other withholdings (federal, state or local) as may be due thereon, and the determination of  the Committee as to withholding with respect to Deferrals and payments shall be binding upon the  Participant and each Beneficiary.  





 






11    4. Sale of Assets.  The sale of all or substantially all of the assets of the Company, or a  merger, consolidation or reorganization of the Company wherein the Company is not the surviving  corporation, or any other transaction which, in effect, amounts to a sale of the Company or voting control  thereof, shall not terminate this Plan or any related agreements and the obligations created hereunder or  thereby and the same shall be binding upon the successors and assigns of the Company.  5. Legal Incapacity.  If a Participant or Beneficiary entitled to receive any benefits  hereunder is deemed by the Committee or is adjudged to be legally incapable of giving valid receipt and  discharge for such benefits, the benefits will be paid to such persons as the Committee designates or to the  duly appointed guardian.  6. Governing Law.  This Plan shall be governed by and construed in accordance with the  laws of North Carolina, notwithstanding the conflict of law rules applicable therein.  7. Compliance with Code Section 409A.  Notwithstanding any other provision of the Plan  to the contrary, the Plan shall be administered in accordance with all applicable requirements of Code  section 409A and the regulations or guidance issued with regard thereto, and any distribution, acceleration  or election feature that could result in the early inclusion in gross income shall be deemed restricted or  limited to the extent necessary to avoid such result.     





 






12    Pursuant to its authority under Section XI of the Plan, the Company, as evidenced by the  signature of its authorized officer below, hereby amends and restates the Plan effective as of January 1,  2020 for the stated purposes set forth herein and this Plan shall, on and after such effective date, be  applicable to all Participating Employers and their respective employees until such time as the Company  may, in its discretion, further amend or take any other authorized action with respect to the Plan.  KONTOOR BRANDS, INC.    Scott Shoener  Vice President – Chief Human Resources Officer