EXHIBIT 10.1

    

    

    PVH CORP.

    STOCK INCENTIVE PLAN

    (As Amended
        and Restated Effective April 30, 2020)

    1. Establishment, Objectives and Duration.

    
      	
              (a)

            	
              Establishment of the Plan. 
                PVH Corp. established this incentive compensation plan to permit the granting of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share
                Units and Other Stock-Based Awards to the persons and for the purposes described herein.  The Plan first became effective on April 27, 2006 (the “Effective Date”), was amended and restated effective April 30, 2009, June 25, 2009, June 23,
                2011, April 26, 2012, May 7, 2014 and April 30, 2015 and had its material terms approved at the 2006, 2011 and 2015 Annual Meeting of Stockholders.  Definitions of capitalized terms used in the Plan are contained in the attached glossary,
                which is an integral part of the Plan.

            


    

    
      	
              (b)

            	
              Purposes of the Plan. 
                The purposes of the Plan are to induce certain individuals to remain in the employ, or to continue to serve as directors of, or consultants or advisors to, the Company and its present and future Subsidiaries, to attract new individuals to
                enter into such employment or service and to encourage such individuals to secure or increase on reasonable terms their stock ownership in the Company.  The Board believes that the granting of Awards under the Plan will promote continuity
                of management and increased incentive and personal interest in the welfare of the Company by those who are or may become primarily responsible for shaping and carrying out the long range plans of the Company and securing its continued
                growth and financial success.

            


    

    
      	
              (c)

            	
              Duration of the Plan. 
                No Award may be granted under the Plan after April 29, 2030, or such earlier date as the Board shall determine.  The Plan will remain in effect with respect to outstanding Awards until no Awards remain outstanding.

            


    

    2. Administration of the Plan.

    
      	
              (a)

            	
              The Committee. 
                Except as otherwise provided in Section 2(d), the Plan shall be administered by the “Committee.”  The Committee shall consist of two or more members of the Board.  It is intended that all of the members of the Committee shall be
                “non-employee directors” within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act.  The Committee shall be appointed annually by the Board, which may at any time and from time to time remove any members of the Committee,
                with or without cause, appoint additional members to the Committee and fill vacancies, however caused, in the Committee.  A majority of the members of the Committee shall constitute a quorum.  All determinations of the Committee shall be
                made by a majority of its members present at a meeting duly called and held, except that the Committee may delegate to any one of its members the authority of the Committee with respect to the grant of Awards to any person who shall not be
                an officer and/or director of the Company.  Any decision or determination of the Committee reduced to writing and signed by all of the members of the Committee (or by the member(s) of the Committee to whom authority has been delegated)
                shall be fully as effective as if it had been made at a meeting duly called and held.

            


    

    
      	
              (b)

            	
              Authority of the Committee. 
                Subject to Applicable Laws and the provisions of the Plan (including any other powers given to the Committee hereunder), and except as otherwise provided by the Board, the Committee shall have full and final authority in its discretion to
                take all actions determined by the Committee to be necessary in the administration of the Plan, including, without limitation, discretion to:

            


    

    
      	
              (i)

            	
              select the Employees, Directors and Consultants to whom Awards may from time to time be granted hereunder;

            


    

    
      	
              (ii)

            	
              determine whether and to what extent Awards are granted hereunder;

            


    

    
      	
              (iii)

            	
              determine the size and types of Awards granted hereunder;

            


    

    
      	
              (iv)

            	
              approve forms of Award Agreement for use under the Plan, which may include provisions stating that
                employment for a specified period will not be required for vesting of an Award upon the occurrence of a Defined Event as set forth in an Award Agreement (or otherwise provided for in a Participant’s employment agreement with the Company or
                any of its Subsidiaries);

            


    

    
      	
              (v)

            	
              determine the terms and conditions of any Award granted hereunder;

            


    

    
      	
              (vi)

            	
              establish performance goals for any Performance Period and determine whether such goals were satisfied;

            


    

    
      	
              (vii)

            	
              amend the terms of any outstanding Award granted under the Plan; provided that, except as otherwise
                provided in Section 16, no such amendment shall reduce the Exercise Price of outstanding Options or the grant price of outstanding SARs without the approval of the stockholders of the Company;

            


    

    
      	
              (viii)

            	
              construe and interpret the terms of the Plan and any Award Agreement entered into under the Plan, and to
                decide all questions of fact arising in its application; and

            


    

    
      	
              (ix)

            	
              take such other action, not inconsistent with the terms of the Plan, as the Committee deems appropriate.

            


    

    
      	
              (c)

            	
              Effect of Committee’s
                    Decision.  All decisions, determinations and interpretations of the Committee shall be final, binding and conclusive on all persons, including the Company, its Subsidiaries, its stockholders, Employees, Directors, Consultants
                and their estates and beneficiaries.

            


    

    
      	
              (d)

            	
              Delegation.  As
                permitted by Applicable Laws, the Committee may delegate its authority as identified herein, including the power and authority to make Awards to Participants who are not “insiders” subject to Section 16(b) of the Exchange Act, pursuant to
                such conditions and limitations as the Committee may establish.

            


    

    3. Shares Subject to the Plan; Effect of Grants; Individual Limits.

    
      	
              (a)

            	
              Number of Shares Available
                    for Grants.  Subject to adjustment as provided in Section 18 hereof, the maximum number of Shares which may be issued pursuant to Awards under the Plan shall be 20,436,589. The 20,436,589 shares referred to in the immediately
                preceding sentence include the 3,000,000 Shares initially included in the Plan as of the Effective Date, 4,400,000 shares added to the Plan as of June 25, 2009, 1,093,649 shares added to the Plan pursuant to paragraph (i) of this Section
                3(a) between the Effective Date and August 31, 2012, and 4,500,000 Shares added to the Plan as of April 26, 2012, 1,442,940 shares added to the plan as of February 15, 2013 in connection with the Company’s acquisition of The Warnaco Group,
                Inc. (“Warnaco”) (of such 1,442,940 shares, 580,023 shares represent outstanding awards under Warnaco’s equity plans assumed by the Company and 862,917 shares represent awards to be issued in the future), 3,000,000 shares added to the Plan
                as of April 30, 2015 and 3,000,000 shares added to the Plan as of April 30, 2020. Any of the Shares reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and any or all of the Shares reserved
                for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options.

            


    

    
      	
              (i)

            	
              Shares that are potentially deliverable under an Award granted under the Plan that expires or is canceled,
                forfeited, settled in cash or otherwise settled without the delivery of Shares shall not be treated as having been issued under the Plan.

            


    

    
      	
              (ii)

            	
              Shares that are issued pursuant to awards that are assumed, converted or substituted in connection with a
                merger, acquisition, reorganization or similar transaction shall not be treated as having been issued under the Plan; provided, however,
                that the Shares referred to in this paragraph (ii) shall not be considered for purposes of determining the number of Shares available for grant as Incentive Stock Options.

            


    

    Notwithstanding any other provisions herein: (i) shares tendered in payment of the exercise price of an Award shall
      not be added to the maximum share limitations described above, (ii) shares withheld by the Company to satisfy the tax withholding obligation shall not be added to the maximum share limitations described above, and (iii) all shares covered by a Stock
      Appreciation Right, to the extent that it is exercised and whether or not shares of Common Stock are actually issued upon exercise of the right, shall be considered issued or transferred pursuant to the Plan.

    The Shares to be issued pursuant to Awards may be authorized but unissued Shares or treasury Shares.

    
      	
              (b)

            	
              Individual Limits. 
                Subject to adjustment as provided in Section 16 hereof, the maximum aggregate number of Shares with respect to which Awards may be granted in any calendar year to any one Participant who is not a Director shall be 1,000,000 Shares.

            


    

    
      	
              (c)

            	
              Individual Director Limit.
                Notwithstanding any other provisions herein, the maximum aggregate number of Shares with respect to which Awards may be granted during any 12-month period to any one Director in respect of the Director’s service as a member of the Board or
                a committee of the Board shall be limited to a number that, combined with any cash fees or other compensation paid to such Director during such 12-month period in respect of the Director’s service on the Board or a committee of the Board,
                shall not exceed $750,000 in total value, with the value of any such Director Awards based on the grant date fair value of such Awards for financial reporting purposes.  The Board may make exceptions to this limit for a Director who is
                serving as the independent presiding director of the Board, as the Board may determine in its discretion, provided that the Director receiving such additional compensation may not participate in the decision to award such compensation.

            


    

    
      	
              (d)

            	
              Share Counting. 
                Each Share underlying a Stock Option or Stock Appreciation Right shall be counted as one share for purposes of the limits set forth in Sections 3(a) and 3(b).  Each Share underlying a combination of Stock Appreciation Right and Stock
                Option, where the exercise of the Stock Appreciation Right or Stock Option results in the cancellation of the other, shall be counted as one share for purposes of the limits set forth in Sections 3(a) and 3(b).  Each Share underlying an
                Award of Restricted Stock, Restricted Stock Unit, Performance Share, Performance Share Units or Other Stock-Based Award shall be counted as two shares for purposes of the limits set forth in Sections 3(a) and 3(b).

            


    

    4. Eligibility and Participation.

    
      	
              (a)

            	
              Eligibility. 
                Persons eligible to participate in the Plan include all Employees, Directors and Consultants.

            


    

    
      	
              (b)

            	
              Actual Participation. 
                Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees, Directors and Consultants, those to whom Awards shall be granted and shall determine the nature and amount of each Award.  The
                Committee may establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable foreign jurisdictions and to afford Participants favorable treatment under such laws; provided, however, that no Award shall be granted under any
                such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of the Plan.

            


    

    5. Types of Awards.

    
      	
              (a)

            	
              Type of Awards. 
                Awards under the Plan may be in the form of Options (both Nonqualified Stock Options and/or Incentive Stock Options), SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share Units and Other Stock-Based Awards.

            


    

    
      	
              (b)

            	
              Designation of Award. 
                Each Award shall be designated in the Award Agreement.

            


    

    6. Options.

    
      	
              (a)

            	
              Grant of Options. 
                Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number and upon such terms, and at any time and from time to time, as shall be determined by the Committee.

            


    

    
      	
              (b)

            	
              Award Agreement. 
                Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the duration of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee shall determine
                including, but not limited to, the Option vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, and payment
                contingencies.  The Award Agreement also shall specify whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option.  Options that are intended to be Incentive Stock Options shall be subject to the
                limitations set forth in Section 422 of the Code.  Options granted pursuant to the Plan shall not provide Participants with the right to receive Dividends or Dividend Equivalents.

            


    

    
      	
              (c)

            	
              Exercise Price. 
                Except for Options adjusted pursuant to Section 18 herein, and replacement Options granted in connection with a merger, acquisition, reorganization or similar transaction, the Exercise Price for each grant of an Option shall not be less
                than 100% of the Fair Market Value of a Share on the date the Option is granted.  However, in the case of an Incentive Stock Option granted to a Participant who, at the time the Option is granted, owns stock representing more than 10% of
                the voting power of all classes of stock of the Company or any Subsidiary, the Exercise Price for each grant of an Option shall not be less than 110% of the Fair Market Value of a Share on the date the Option is granted.

            


    

    
      	
              (d)

            	
              Term of Options. 
                The term of an Option granted under the Plan shall be determined by the Committee, in its sole discretion; provided, however, that such term shall not exceed 10 years.  However, in the case of an Incentive Stock Option granted to a Participant who, at the
                time the Option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Subsidiary, the term of the Incentive Stock Option shall be five years from the date of grant thereof or
                such shorter term as may be provided in the Award Agreement.

            


    

    
      	
              (e)

            	
              Exercise of Options. 
                Options granted under this Section 6 shall be exercisable at such times and be subject to such restrictions and conditions as set forth in the Award Agreement and as the Committee shall in each instance approve, which need not be the same
                for each grant or for each Participant.  Except upon a termination of employment or, pursuant to Section 17, in the event of a Participant’s Qualifying Termination during the two year period following the occurrence of a Change in Control
                or Subsidiary Disposition, an Option granted under the Plan shall have a minimum period of vesting of three years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis.  However, in no event
                will the vesting of an Option occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount
                not to exceed 5% of the maximum number of Shares authorized for issuance under the Plan.

            


    

    
      	
              (f)

            	
              Payments. 
                Options granted under this Section 6 shall be exercised by the delivery of a written notice to the Company setting forth the number of Shares with respect to which the Option is to be exercised and payment of the Exercise Price.  The
                Exercise Price of an Option shall be payable to the Company: (i) in cash or its equivalent, (ii) by tendering (either actually or constructively by attestation) Shares having an aggregate Fair Market Value at the time of exercise equal to
                the Exercise Price, (iii) in any other manner then permitted by the Committee, or (iv) by a combination of any of the permitted methods of payment.  The Committee may limit any method of payment, other than that specified under (i), for
                administrative convenience, to comply with Applicable Laws or otherwise.

            


    

    
      	
              (g)

            	
              Restrictions on Share
                    Transferability.  The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Section 6 as it may deem advisable, including, without limitation, restrictions
                under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.

            


    

    
      	
              (h)

            	
              Termination of Employment
                    or Service.  Each Participant’s Option Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment or, if the
                Participant is a Director or Consultant, service with the Company and its Subsidiaries.  Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Options, and may reflect distinctions based
                on the reasons for termination of employment or service.

            


    

    7. Stock Appreciation Rights.

    
      	
              (a)

            	
              Grant of SARs.  Subject to the terms and provisions of the Plan, SARs may be granted to Participants in such amounts and upon such terms, and at any time
                and from time to time, as shall be determined by the Committee.

            


    

    
      	
              (b)

            	
              Award Agreement.  Each SAR grant shall be evidenced by an Award Agreement that shall specify the grant price, the term of the SAR, and such other provisions
                as the Committee shall determine.  SARs granted pursuant to the Plan shall not provide Participants with the right to receive Dividends or Dividend Equivalents.

            


    

    
      	
              (c)

            	
              Grant Price. 
                The grant price of a freestanding SAR shall not be less than 100% of the Fair Market Value of a Share on the date of grant of the SAR; provided,
                however, that these limitations shall not apply to Awards that are adjusted pursuant to Section 18 herein.

            


    

    
      	
              (d)

            	
              Term of SARs.  The term of a SAR granted under the Plan shall be determined by the Committee, in its sole discretion; provided, however, that such term shall not exceed 10 years.

            


    

    
      	
              (e)

            	
              Exercise of SARs. 
                SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes upon them and sets forth in the Award Agreement.  Except upon a termination of employment or, pursuant to Section 17, in the event of a
                Participant’s Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, a SAR granted under the Plan shall have a minimum period of vesting of three years, which period may,
                at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis.  However, in no event will the vesting of a SAR occur within one year of the date of grant, except that the Committee will be entitled to make grants of any
                kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the maximum number of Shares authorized for issuance under the Plan.

            


    

    
      	
              (f)

            	
              Payment of SAR Amount.  Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:

            


    

    
      	
              (i)

            	
              the difference between the Fair Market Value of a Share on the date of exercise over the grant price; by

            


    

    
      	
              (ii)

            	
              the number of Shares with respect to which the SAR is exercised.

            


    

    At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or
      in some combination thereof.

    
      	
              (g)

            	
              Termination of Employment
                    or Service.  Each SAR Award Agreement shall set forth the extent to which the Participant shall have the right to exercise
                the SAR following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries.  Such provisions shall be determined in the sole discretion of the Committee,
                need not be uniform among all SARs, and may reflect distinctions based on the reasons for termination of employment or service.

            


    

    8. Restricted Stock.

    
      	
              (a)

            	
              Grant of Restricted Stock.  Subject to the terms and provisions of the Plan, Restricted Stock may be granted to Participants in such amounts and upon such terms, and
                at any time and from time to time, as shall be determined by the Committee.

            


    

    
      	
              (b)

            	
              Award Agreement.  Each Restricted Stock grant shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares of
                Restricted Stock granted, and such other provisions as the Committee shall determine.

            


    

    
      	
              (c)

            	
              Period of Restriction and
                    Other Restrictions.  Except upon a termination of employment or, pursuant to Section 17, in the event of a Participant’s
                Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, an Award of Restricted Stock shall have a minimum Period of Restriction of three years, which period may, at the
                discretion of the Committee, lapse on a pro-rated, graded, or cliff basis (as specified in an Award Agreement).  However, in no event will the vesting of an Award of Restricted Stock occur within one year of the date of grant, except that
                the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the maximum number of Shares authorized for issuance under the
                Plan.  The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a
                stipulated purchase price for each Share of Restricted Stock, a requirement that the issuance of Shares of Restricted Stock be delayed, restrictions based upon the achievement of specific performance goals, additional time-based
                restrictions, and/or restrictions under Applicable Laws, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock. As soon as practicable following the grant of Restricted Stock,
                the Shares of Restricted Stock shall be registered in the Participant’s name in certificate or book-entry form.  If a certificate is issued, it shall bear an appropriate legend referring to the restrictions and it shall be held by the
                Company, or its agent, on behalf of the Participant until the Period of Restriction has lapsed or otherwise been satisfied.  If the Shares are registered in book-entry form, the restrictions shall be placed on the book-entry registration.

            


    

    
      	
              (d)

            	
              Removal of Restrictions. 
                Subject to Applicable Laws, Restricted Stock shall become freely transferable by the Participant after the last day of the Period of Restriction applicable thereto.  Once Restricted Stock is released from the restrictions, the Participant
                shall be entitled to receive a certificate evidencing the Shares.

            


    

    
      	
              (e)

            	
              Voting Rights. 
                Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by Applicable Laws, Participants holding Shares of Restricted Stock granted hereunder may exercise full
                voting rights with respect to those Shares during the Period of Restriction.

            


    

    
      	
              (f)

            	
              Dividends. 
                During the Period of Restriction, Participants holding Shares of Restricted Stock shall be credited with all Dividends paid with respect to all Shares while they are so held, subject to the same restrictions on transferability and
                forfeitability as the Restricted Stock with respect to which they were paid.  Any such Dividends shall be paid if and when the underlying Shares of Restricted Stock vest.

            


    

    
      	
              (g)

            	
              Termination of Employment
                    or Service.  Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain unvested Restricted Stock following termination of the Participant’s employment or, if the Participant is a
                Director or Consultant, service with the Company and its Subsidiaries.  Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Awards of Restricted Stock, and may reflect distinctions
                based on the reasons for termination of employment or service.

            


    

    9. Restricted Stock Units.

    
      	
              (a)

            	
              Grant of Restricted Stock
                    Units.  Subject to the terms and provisions of the Plan, Restricted Stock Units may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the
                Committee.

            


    

    
      	
              (b)

            	
              Award Agreement. 
                Each grant of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the applicable Period of Restriction, the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine.

            


    

    
      	
              (c)

            	
              Value of Restricted Stock
                    Units.  The initial value of a Restricted Stock Unit shall equal the Fair Market Value of a Share on the date of grant; provided,
                  however, that this restriction shall not apply to Awards that are adjusted pursuant to Section 16.

            


    

    
      	
              (d)

            	
              Period of Restriction. 
                Except upon a termination of employment or, pursuant to Section 17, in the event of a Participant’s Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, an Award of
                Restricted Stock Units shall have a minimum Period of Restriction of three years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis.  However, in no event will the vesting of an Award of
                Restricted Stock Units occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to
                exceed 5% of the maximum number of Shares authorized for issuance under the Plan.

            


    

    
      	
              (e)

            	
              Form and Timing of Payment. 
                Except as otherwise provided in Section 17 or a Participant’s Award Agreement, payment of Restricted Stock Units shall be made at a specified settlement date that shall not be earlier than the last day of the Period of Restriction.  The
                Committee, in its sole discretion, may pay earned Restricted Stock Units by delivery of Shares or by payment in cash of an amount equal to the Fair Market Value of such Shares (or a combination thereof).  The Committee may provide that
                settlement of Restricted Stock Units shall be deferred, on a mandatory basis or at the election of the Participant.

            


    

    
      	
              (f)

            	
              Voting Rights. 
                A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.

            


    

    
      	
              (g)

            	
              Termination of Employment
                    or Service.  Each Award Agreement shall set forth the extent to which the Participant shall have the right to receive a payout respecting an Award of Restricted Stock Units following termination of the Participant’s
                employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries.  Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Restricted Stock
                Units, and may reflect distinctions based on the reasons for termination of employment or service.

            


    

    
      	
              (h)

            	
              Dividend Equivalents. 
                At the discretion of the Committee, Restricted Stock Units granted pursuant to the Plan may provide Participants with the right to receive Dividend Equivalents, which shall be credited to an account for the Participants, and may be settled
                in cash and/or Shares, as determined by the Committee in its sole discretion, subject in each case to the same restrictions on transferability and forfeitability as the underlying Restricted Stock Units.  Any such Dividend Equivalents shall
                be settled if and when the underlying Restricted Stock Units are settled.

            


    

    10. Performance Shares and Performance Share Units.

    
      	
              (a)

            	
              Grant of Performance Shares
                    and Performance Share Units.  Subject to the terms and provisions of the Plan, Performance Shares or Performance Share Units may be granted to Participants in such amounts and upon such terms, and at any time and from time to
                time, as shall be determined by the Committee.

            


    

    
      	
              (b)

            	
              Award Agreement. 
                Each grant of Performance Shares or Performance Share Units shall be evidenced by an Award Agreement that shall specify the applicable Performance Period and Performance Measure(s), the number of Performance Shares or Performance Share
                Units granted, and such other provisions as the Committee shall determine.

            


    

    
      	
              (c)

            	
              Value of Performance Shares
                    and Performance Share Units.  The initial value of a Performance Share or a Performance Share Unit shall equal the Fair Market Value of a Share on the date of grant; provided, however, that this restriction shall not apply to Awards that are adjusted
                pursuant to Section 16.

            


    

    
      	
              (d)

            	
              Period of Restriction. 
                Except upon a termination of employment or, pursuant to Section 17, in the event of a Participant’s Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, an Award of
                Performance Shares or Performance Share Units shall have a minimum Period of Restriction of three years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis.  However, in no event will the
                vesting of an Award of Performance Shares or Performance Share Units occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum
                vesting condition in an aggregate amount not to exceed 5% of the maximum number of Shares authorized for issuance under the Plan.

            


    

    
      	
              (e)

            	
              Form and Timing of Payment. 
                Except as otherwise provided in Section 17 or a Participant’s Award Agreement, payment of Performance Shares or Performance Share Units shall be made at a specified settlement date that shall not be earlier than the last day of the
                Performance Period.  The Committee, in its sole discretion, may pay earned Performance Shares or Performance Share Units by delivery of Shares or by payment in cash of an amount equal to the Fair Market Value of such Shares (or a
                combination thereof).  The Committee may provide that settlement of Performance Shares or Performance Share Units shall be deferred, on a mandatory basis or at the election of the Participant.

            


    

    
      	
              (f)

            	
              Voting Rights. 
                A Participant shall have no voting rights with respect to any Performance Shares or Performance Share Units granted hereunder.

            


    

    
      	
              (g)

            	
              Termination of Employment
                    or Service.  Each Award Agreement shall set forth the extent to which the Participant shall have the right to receive a payout respecting an Award of Performance Shares or Performance Share Units following termination of the
                Participant’s employment or, if the Participant is a Consultant, service with the Company and its Subsidiaries.  Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Participants, and
                may reflect distinctions based on the reasons for termination of employment or service.

            


    

    
      	
              (h)

            	
              Dividends and Dividend
                    Equivalents.  Performance Shares and Performance Share Units granted pursuant to the Plan shall not provide Participants with the right to receive Dividends or Dividend Equivalents.

            


    

    11. Other Stock-Based Awards.

    
      	
              (a)

            	
              Grant.  The
                Committee shall have the right to grant other Awards that may include, without limitation, the grant of Shares based on attainment of performance goals established by the Committee, the payment of Shares as a bonus or in lieu of cash based
                on attainment of performance goals established by the Committee, and the payment of Shares in lieu of cash under other Company incentive or bonus programs.

            


    

    
      	
              (b)

            	
              Period of Restriction. 
                Except upon a termination of employment or, pursuant to Section 17, in the event of a Participant’s Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, Awards granted
                pursuant to this Section 11 shall have a minimum Period of Restriction of three years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis (as specified in an Award Agreement).  However, in no
                event will the vesting of an Award granted pursuant to this Section 11 occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum
                vesting condition in an aggregate amount not to exceed 5% of the maximum number of Shares authorized for issuance under the Plan.  Notwithstanding the above, the payment of Shares in lieu of cash under other Company incentive or bonus
                programs shall not be subject to the minimum Period of Restriction limitations described above.

            


    

    
      	
              (c)

            	
              Payment of Other
                    Stock-Based Awards.  Subject to Section 11(b) hereof, payment under or settlement of any such Other Stock-Based Awards shall be made in such manner and at such times as the Committee may determine.  The Committee may provide
                that settlement of Other Stock-Based Awards shall be deferred, on a mandatory basis or at the election of the Participant.

            


    

    
      	
              (d)

            	
              Termination of Employment
                    or Service.  The Committee shall determine the extent to which the Participant shall have the right to receive Other
                Stock-Based Awards following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries.  Such provisions shall be determined in the sole discretion of the
                Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Other Stock-Based Awards, and may reflect distinctions based on the reasons for termination of employment or
                service.

            


    

    
      	
              (e)

            	
              Dividends and Dividend
                    Equivalents.  At the discretion of the Committee, Other Stock-Based Awards granted pursuant to the Plan may provide
                Participants with the right to receive Dividends or Dividend Equivalents, which shall be credited to an account for the Participants, and may be settled in cash and/or Shares, as determined by the Committee in its sole discretion, subject
                in each case to the same restrictions on transferability and forfeitability as the underlying Other Stock-Based Awards.  Any such Dividends or Dividend Equivalents shall be paid if and when the underlying Other Stock-Based Awards vest and
                are settled.

            


    

    12. Performance Measures.

    
      	
              (a)

            	
              The Committee may specify that the attainment of one or more of the Performance Measures set forth in this
                Section 12 shall determine the degree of granting, vesting and/or payout with respect to Performance Shares, Performance Share Units or other performance-based Awards.  The performance goals to be used for such Awards shall be based on one
                or more of the following performance measures or such other performance measures as the Committee may determine (the “Performance Measures”): earnings, earnings before interest and taxes, earnings before interest, taxes, depreciation and
                amortization, earnings per share, economic value created, market share, net income (before or after taxes), operating income, adjusted net income after capital charge, return on assets, return on capital (based on earnings or cash flow),
                return on equity, return on investment, revenue, cash flow, operating margin, share price, total stockholder return, total market value, and strategic business criteria, consisting of one or more objectives based on meeting specified market
                penetration goals, productivity measures, geographic business expansion goals, cost targets, customer satisfaction or employee satisfaction goals, goals relating to merger synergies, management of employment practices and employee benefits,
                or supervision of litigation or information technology, goals relating to acquisitions or divestitures of subsidiaries, affiliates or joint ventures, and goals relating to environmental, social and governance criteria.  The targeted level
                or levels of performance with respect to such Performance Measures may be established at such levels and on such terms as the Committee may determine, in its discretion, on a corporate-wide basis or with respect to one or more business
                units, divisions, subsidiaries, business segments or functions, and in either absolute terms or relative to the performance of one or more comparable companies or an index covering multiple companies.

            


    

    
      	
              (b)

            	
              Unless otherwise determined by the Committee, measurement of performance goals with respect to the
                Performance Measures above shall exclude the impact of charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items, as well as the cumulative effects of tax or accounting changes, each
                as determined in accordance with generally accepted accounting principles or identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis or other filings with the SEC, as well as
                any other items determined in accordance with Section 18(b).

            


    

    
      	
              (c)

            	
              Performance goals may differ for Awards granted to any one Participant or to different Participants.

            


    

    13. Transferability of Awards.  Incentive Stock Options may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and
        shall be exercisable during a Participant’s lifetime only by such Participant.  Other Awards shall be transferable to members of the Participant’s Immediate Family to the extent provided in the Award Agreement, except that no Award may be
        transferred for consideration.

    14. Taxes.  The Company shall have the power and right, prior to the delivery of Shares pursuant to an Award, to deduct or withhold, or require a Participant to remit to the Company (or a Subsidiary), an amount (in
        cash or Shares) sufficient to satisfy any applicable tax withholding requirements applicable to an Award.  Whenever under the Plan payments are to be made in cash, such payments shall be net of an amount sufficient to satisfy any applicable tax
        withholding requirements.  Subject to such restrictions as the Committee may prescribe, in the event that an Award of Restricted Stock shall become taxable to a Participant during any Company-imposed blackout period, a Participant may satisfy all
        or a portion of any tax withholding requirements by electing to have the Company withhold Shares having a Fair Market Value equal to the amount to be withheld up to the minimum statutory tax withholding rate (or such other rate that will not result
        in a negative accounting impact).

    15. Conditions Upon Issuance of Shares.

    
      	
              (a)

            	
              Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the
                issuance and delivery of such Shares pursuant thereto shall comply with all Applicable Laws, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

            


    

    
      	
              (b)

            	
              As a condition to the exercise of an Award, the Company may require the person exercising such Award to
                represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a
                representation is required by any Applicable Laws.

            


    

    16. Adjustments Upon Changes in Capitalization.  In the event of any equity restructuring (within the meaning of FASB
          Accounting Standards Codification Topic 718 (f/k/a Financial Accounting Standards No. 123R)), such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend, the Committee
        shall cause there to be an equitable adjustment in the number and kind of Shares that may be delivered under the Plan, the individual limits set forth in Section 3(b), and, with respect to outstanding Awards, in the number and kind of Shares
        subject to outstanding Awards, the Exercise Price, grant price or other price of Shares subject to outstanding Awards, any performance conditions relating to Shares, the market price of Shares, or per-Share results, and other terms and conditions
        of outstanding Awards, to prevent dilution or enlargement of rights.  In the event of any other change in corporate capitalization, such as a merger, consolidation, or liquidation, the Committee may, in its sole discretion, cause there to be such
        equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights; provided, however, that, unless otherwise determined by the Committee, the number of Shares subject to any Award shall always be rounded down to a whole number.  Adjustments
        made by the Committee pursuant to this Section 16 shall be final, binding, and conclusive.

    
      
        


    

     

    

    17. Change in Control and Subsidiary Disposition.

    
      	
              (a)

            	
              Change in Control in which
                    Awards are Assumed or Continued.   Upon the occurrence of a Change in Control in which outstanding Awards are assumed or continued, the following provisions shall apply to each Award assumed or continued unless otherwise
                provided in a Participant’s Award Agreement or prohibited under Applicable Laws:

            


    

    
      	
              (i)

            	
              All outstanding Options and SARs shall become immediately exercisable in the event of a Participant’s
                Qualifying Termination during the two year period following the Change in Control.

            


    

    
      	
              (ii)

            	
              Any Period of Restriction or other restriction imposed on Restricted Stock, Restricted Stock Units, and
                Other Stock-Based Awards shall lapse in the event of a Participant’s Qualifying Termination during the two year period following the Change in Control.

            


    

    
      	
              (iii)

            	
              All incomplete Performance Periods in respect of each Award of Performance Shares, Performance Share Units
                and each other performance-based Award shall end on the date of the Change in Control and the performance goals applicable to such Award shall be deemed satisfied (A) based on the level of performance achieved as of the date of the Change
                in Control, if determinable, or (B) at the target level, if not determinable; provided, however, that, if less than 50% of the relevant Performance Period has elapsed as of the date of the Change in Control, then the performance goals applicable to such Award shall
                be deemed satisfied at the target level.  Each such Performance Share, Performance Share Units and other performance-based Award shall thereafter become a time-based Award and shall vest and become payable to the Participant on the earlier
                to occur of (x) the Participant’s Qualifying Termination during the two year period following the occurrence of the Change in Control and (y) the date such Award otherwise vests in accordance with the Participant’s Award Agreement.

            


    

    
      	
              (b)

            	
              Change in Control in which
                    Awards are not Assumed or Continued.  Upon the occurrence of a Change in Control in which outstanding Awards are not assumed or continued, the following provisions shall apply to each Award not assumed or continued:

            


    

    
      	
              (i)

            	
              All outstanding Options and SARs shall be terminated and each Participant shall receive, with respect to
                each Share subject to the Options or SARs held by the Participant, an amount in cash equal to the excess of the Fair Market Value of a Share immediately prior to the occurrence of the Change in Control over the Option Exercise Price or the
                SAR grant price; provided, however, that Options and SARs outstanding as of the date of the Change in Control shall be cancelled and
                terminated without payment therefore if the Fair Market Value of a Share as of the date of the Change in Control is less than the Option Exercise Price or the SAR grant price.

            


    

    
      	
              (ii)

            	
              All outstanding Shares of Restricted Stock, Restricted Stock Units and Other Stock-Based Awards shall be
                terminated and each Participant shall receive, with respect to each Share subject to an Award held by the Participant, an amount in cash equal to the Fair Market Value of a Share immediately prior to the occurrence of the Change in Control.

            


    

    
      	
              (iii)

            	
              All outstanding Performance Shares, Performance Share Units and other performance-based Awards shall be
                terminated and each Participant shall receive, with respect to each Share subject to an Award held by the participant an amount in cash equal to the Fair Market Value of a Share immediately prior to the occurrence of the Change in Control. 
                Each such Performance Share, Performance Share Unit and other performance-based Award shall vest on a pro rata monthly basis, including full credit for partial months elapsed, and shall be paid (A) based on the level of performance achieved
                as of the date of the Change in Control, if determinable, or (B) at the target level, if not determinable; provided, however, that, if less than 50% of the relevant Performance Period has elapsed as of the date of the Change in Control, then the performance
                goals applicable to such Award shall be deemed satisfied at the target level.

            


    

    
      	
              (c)

            	
              Subsidiary Disposition. 
                The Committee shall have the authority, exercisable either in advance of any actual or anticipated Subsidiary Disposition or at the time of an actual Subsidiary Disposition and either at the time of the grant of an Award or at any time
                while an Award remains outstanding, to provide for the automatic full vesting and exercisability of one or more outstanding unvested Awards under the Plan and the termination of restrictions on transfer and repurchase or forfeiture rights
                on such Awards, in connection with a Subsidiary Disposition, but only with respect to those Participants who are at the time engaged primarily in Continuous Service with the Subsidiary involved in such Subsidiary Disposition.  The Committee
                also shall have the authority to condition any such Award vesting and exercisability or release from such limitations upon the subsequent termination of the affected Participant’s Continuous Service with that Subsidiary within a specified
                period following the effective date of the Subsidiary Disposition.  The Committee may provide that any Awards so vested or released from such limitations in connection with a Subsidiary Disposition, shall remain fully exercisable until the
                expiration or sooner termination of the Award.

            


    

    18. Amendment, Suspension or Termination of the Plan.

    
      	
              (a)

            	
              Amendment, Modification and
                    Termination.  The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided,
                however, that no amendment that requires stockholder approval in order for the Plan to continue to comply with the New York Stock
                Exchange listing standards or any rule promulgated by the SEC or any securities exchange on which Shares are listed or any other Applicable Laws shall be effective unless such amendment shall be approved by the requisite vote of
                stockholders of the Company entitled to vote thereon within the time period required under such applicable listing standard or rule.

            


    

    
      	
              (b)

            	
              Adjustment of Awards Upon
                    the Occurrence of Certain Unusual or Nonrecurring Events.  The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including,
                without limitation, the events described in Section 16) affecting the Company or the financial statements of the Company or of changes in Applicable Laws, regulations, or accounting principles, whenever the Committee determines that such
                adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan.

            


    

    
      	
              (c)

            	
              Awards Previously Granted. 
                No termination, amendment or modification of the Plan or of any Award shall adversely affect in any material way any Award previously granted under the Plan without the written consent of the Participant holding such Award, unless such
                termination, modification or amendment is required by Applicable Laws and except as otherwise provided herein.

            


    

    
      	
              (d)

            	
              No Repricing. 
                Without the affirmative vote of holders of a majority of the Shares cast in person or by proxy at a meeting of the stockholders of the Company at which a quorum representing a majority of all outstanding Shares is present or represented by
                proxy, the Board shall not approve either: (i) the cancellation of outstanding Options or SARs and the grant in substitution therefore of new awards (including Options and SARs) having a lower exercise price; (ii) the amendment of
                outstanding Options or SARs to reduce the exercise price thereof; or (iii) the cancellation of outstanding Options or SARs and the payment of cash in substitution therefore.

            


    

    19. Clawback/Recoupment.  Any Award granted pursuant to the Plan shall be subject to mandatory repayment to the Company by the Participant who holds such Award (i) to the extent set forth in the Plan or an Award
        Agreement or (ii) to the extent the Participant is, or in the future becomes, subject to (A) any Company “clawback” or recoupment policy or (B) any law, rule, requirement or regulation which imposes mandatory recoupment, under circumstances set
        forth in such law, rule, requirement or regulation.

    20. Reservation of Shares.

    
      	
              (a)

            	
              The Company, during the term of the Plan, will at all times reserve and keep available such number of
                Shares as shall be sufficient to satisfy the requirements of the Plan.

            


    

    
      	
              (b)

            	
              The inability of the Company to obtain authority from any regulatory body having jurisdiction, which
                authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such
                requisite authority shall not have been obtained.

            


    

    21. Rights of Participants.

    
      	
              (a)

            	
              Continued Service. 
                The Plan shall not confer upon any Participant any right with respect to continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate his
                or her employment or consulting relationship at any time, with or without cause.

            


    

    
      	
              (b)

            	
              Participant.  No
                Employee, Director or Consultant shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to be selected to receive future Awards.

            


    

    22. Successors.  All obligations of the Company under the Plan and with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or
        indirect purchase, merger, consolidation, or other event, or a sale or disposition of all or substantially all of the business and/or assets of the Company and references to the “Company” herein and in any Award Agreements shall be deemed to refer
        to such successors.

    23. Legal Construction.

    
      	
              (a)

            	
              Gender, Number and
                    References.  Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular and the singular shall include the plural.  Any reference in
                the Plan to a Section of the Plan either in the Plan or any Award Agreement or to an act or code or to any section thereof or rule or regulation thereunder shall be deemed to refer to such Section of the Plan, act, code, section, rule or
                regulation, as may be amended from time to time, or to any successor Section of the Plan, act, code, section, rule or regulation.

            


    

    
      	
              (b)

            	
              Severability. 
                In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid
                provision had not been included.

            


    

    
      	
              (c)

            	
              Requirements of Law. 
                The granting of Awards and the issuance of Shares or cash under the Plan shall be subject to all Applicable Laws and to such approvals by any governmental agencies or national securities exchanges as may be required.

            


    

    
      	
              (d)

            	
              Governing Law. 
                To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of New York, excluding any conflicts or choice of law rule or principle that
                might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

            


    

    
      	
              (e)

            	
              Non-Exclusive Plan. 
                Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive
                arrangements as it may deem desirable.

            


    

    
      	
              (f)

            	
              Code Section 409A
                    Compliance.  To the extent applicable, it is intended that the Plan and any Awards granted hereunder comply with, and should be interpreted consistent with, the requirements of Section 409A of the Code and any related
                regulations or other guidance promulgated thereunder by the U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”).

            


    

    

    

    
      
        


    

    GLOSSARY OF DEFINED TERMS

    1. Definitions.  As used in the Plan and any Award Agreement, the following definitions shall apply:

    “Applicable Laws” means
      the legal requirements relating to the administration of stock incentive plans, if any, under applicable provisions of federal law, applicable state law, and the rules and regulations of any applicable stock exchange or national market system.

    “Award” means,
      individually or collectively, Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share Units and Other Stock-Based Awards granted under the Plan.

    “Award Agreement” means an
      agreement (in written or electronic form) entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award.

    “Board” means the Board of
      Directors of the Company.

    “Cause” means, with
      respect to any Participant (i) gross negligence or willful misconduct, as the case may be, in the performance of the material responsibilities of the Participant’s office or position; (ii) the willful and continued failure of the Participant to
      perform substantially the Participant’s duties with the Company or any Subsidiary (other than any such failure resulting from incapacity due to physical or mental illness); (iii) the Participant is convicted of, or pleads guilty or nolo contendere
      to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic violation); (iv) the Participant having willfully divulged, furnished or made accessible to anyone other than the Company or any Subsidiary, or any of their
      respective directors, officers, employees, auditors and legal advisors, otherwise than in the ordinary course of business, any confidential or proprietary information of the Company or such Subsidiary; or (v) any act or failure to act by the
      Participant, which, under the provisions of applicable law, disqualifies the Participant from performing his or her duties or serving in his or her then current capacity with the Company or a Subsidiary; provided, however, that with respect to a Participant who has an employment agreement with the Company or any of its Subsidiaries which has a definition of “cause”, the definition
      contained therein shall govern.

    “Change in Control” means
      the first to occur of the following events:

    
      	
              1.

            	
              Any Person becomes a “beneficial owner,” as such term is used in Rule 13d-3 of the Exchange Act, of 25% or more of the
                combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company
                    Voting Securities”); provided, however, that, for purposes of this definition, the following acquisitions shall not
                constitute a Change in Control: (I) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the
                Company, (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its affiliates, or (IV) any acquisition pursuant to a transaction which
                complies with clauses (A), (B) and (C) of paragraph 3 of this definition; or

            


    

    
      	
              2.

            	
              Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at
                least a majority of the Board; provided, however, that any individual becoming a director subsequent to when the Plan is first approved
                by the Board whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a
                member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A
                promulgated under the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

            


    

    
      	
              3.

            	
              Consummation of a reorganization, merger, consolidation or a sale or other disposition of all or substantially all of the
                assets of the Company (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the
                individuals and entities that were the beneficial owners of the outstanding Shares (the “Outstanding Company Common Stock”) and the Outstanding
                Company Voting Securities, immediately prior to such Business Combination, beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and more than 50% of the combined voting power of the
                then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of
                such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business
                Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation
                resulting from such Business Combination) beneficially owns directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Business Combination or the outstanding voting
                securities of such corporation entitled to vote generally in the election of directors, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors
                of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination, whichever occurs
                first; or

            


    

    
      	
              4.

            	
              The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

            


    

    Notwithstanding the foregoing, with respect to Awards (or portions of Awards) that are considered deferred
      compensation under Section 409A, if an event or condition constituting a Change in Control does not constitute a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of
      a corporation’s assets” (each within the meaning of Section 409A), the event or condition shall continue to constitute a Change in Control solely with respect to vesting of the Award (or portion thereof) or a lapse of any applicable restrictions
      thereto and not for purposes of determining whether the settlement or payment of the Award (or portion thereof) will be accelerated under this Plan.  For avoidance of doubt, the prior sentence shall not apply to Awards (or portions thereof) that
      qualify as short-term deferrals for purposes of Section 409A.

    “Code” means the Internal
      Revenue Code of 1986, as amended.

    “Committee” means the
      Committee, as specified in Section 2(a), appointed by the Board to administer the Plan.

    “Company” means PVH Corp.,
      a Delaware corporation, and any successor thereto.

    “Consultant” means any
      consultant or advisor to the Company or a Subsidiary.

    “Continuous Service” means
      that the provision of services to the Company or any Subsidiary in any capacity by an Employee is not interrupted or terminated.  Continuous Service shall not be considered interrupted in the case of (i) any leave of absence approved by the Company
      or (ii) transfers between locations of the Company or between the Company, any Subsidiary, or any successor.  A leave of absence approved by the Company shall include sick leave, military leave, or any other personal leave approved by an authorized
      representative of the Company.  For purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract.

    “Defined Event” means the
      death, disability, Retirement or Qualifying Termination of a Participant.

    “Director” means any
      individual who is a member of the Board of Directors of the Company or a Subsidiary who is not an Employee and is not designated or elected to serve as a director by the holders of any securities of the Company, other than Shares, voting separately
      as a class.

    “Dividend” means the
      dividends and other distributions declared and paid on Shares subject to an Award.

    “Dividend Equivalent”
      means, with respect to Shares subject to an Award, a right to be paid an amount equal to the Dividends declared and paid on an equal number of outstanding Shares.

    “Employee” means any
      employee of the Company or a Subsidiary.

    “Exchange Act” means the
      Securities Exchange Act of 1934, as amended.

    “Exercise Price” means the
      price at which a Share may be purchased by a Participant pursuant to an Option.

    “Fair Market Value” means,
      as of any date, the value of a Share equal to (i) the closing sale price of a Share on the New York Stock Exchange on the date of determination or (ii) if there is no sale of Shares on that date, the closing sale price of a Share on the last trading
      date on which sales were reported on the New York Stock Exchange.

    “Immediate Family” means a
      Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, former spouse, siblings, nieces, nephews, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive
      relationships or any person sharing the Participant’s household (other than a tenant or employee).

    “Incentive Stock Option”
      or “ISO” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

    “Nonqualified Stock Option”
      means an Option that is not intended to meet the requirement of Section 422 of the Code.

    “Option” means an
      Incentive Stock Option or a Nonqualified Stock Option granted under the Plan, as described in Section 6.

    “Other Stock-Based Award”
      means a Share-based or Share-related Award granted pursuant to Section 11 herein.

    “Participant” means a
      current or former Employee, Director or Consultant who has rights relating to an outstanding Award.

    “Performance Measures”
      shall have the meaning set forth in Section 12(a).

    “Performance Period” means
      the period during which a performance measure must be met.

    “Performance Share” means
      an Award granted to a Participant, as described in Section 10 herein.

    “Performance Share Unit”
      means an Award granted to a Participant, as described in Section 10 herein.

    “Period of Restriction”
      means the period Restricted Stock, Restricted Stock Units or Other Stock-Based Awards are subject to a substantial risk of forfeiture and are not transferable, as provided in Sections 8, 9 and 11 herein.

    “Person” means person as
      such term is used in Section 3(a)(9) and 13(d) of the Exchange Act.

    “Plan” means the PVH Corp.
      Stock Incentive Plan.

    “Proceeds” means, with
      respect to any sale or other disposition (including to the Company) of Shares acquired pursuant to an Award, an amount determined by the Committee, (a) in the case of an Award other than an Option, SAR or cash-settled Award, up to the amount equal to
      the Fair Market Value per Share at the time of such sale or other disposition multiplied by the number of Shares sold or disposed of, or (b) in the case of an Option or SAR, up to the amount equal to the number of Shares sold or disposed of
      multiplied by the excess of the Fair Market Value per Share at the time of such sale or disposition over the Exercise Price or grant price, as applicable.

    “Qualifying Termination”
      means the termination of a Participant’s employment or service with the Company or any of its Subsidiaries by the Company or a Company Subsidiary without Cause or, with respect to a Participant who has an employment agreement with the Company or any
      of its Subsidiaries which has a definition of “good reason,” by the Participant for good reason (as defined in the Participant’s employment agreement).

    “Restricted Stock” means
      an Award granted to a Participant, as described in Section 8.

    “Restricted Stock Units”
      means an Award granted to a Participant, as described in Section 9.

    “Retirement” means:

    
      	
              1.

            	
              With respect to all Awards made prior to March 19, 2007 and all Awards made to Employees prior to May 3, 2007, a
                Participant’s termination of employment by the Company and its Subsidiaries at or after age 63 other than for Cause.

            


    

    
      	
              2.

            	
              With respect to all Awards made to Directors on or after March 19, 2007, the termination of a Director’s service, other than
                by reason of death or removal for cause (under applicable law), after at least four years of service.

            


    

    
      	
              3.

            	
              With respect to all Awards made to Employees on or after May 3, 2007, the termination of an Employee’s employment from the
                Company and its Subsidiaries, other than by reason of death or for Cause, at or after age 62, provided that the Employee has at least
                five years of employment with the Company and/or any of its Subsidiaries.

            


    

    “SEC” means the United
      States Securities and Exchange Commission.

    “Section 409A” shall have
      the meaning set forth in Section 22(f).

    “Share” means a share of
      the common stock, $1.00 par value, of the Company, subject to adjustment pursuant to Section 16.

    “Stock Appreciation Right”
      or “SAR” means an Award granted to a Participant, either alone or in connection with a related Option, as described in Section 7.

    “Subsidiary” has the
      meaning ascribed to such term in Code Section 424(f).

    “Subsidiary Disposition”
      means the disposition by the Company of its equity holdings in any Subsidiary effected by a merger or consolidation involving that Subsidiary, the sale of all or substantially all of the assets of that Subsidiary or the Company’s sale or distribution
      of substantially all of the outstanding capital stock of such Subsidiary.

    “Voting Securities” means
      voting securities of the Company entitled to vote generally in the election of Directors.