EXHIBIT 10.3


 


[FORM OF
SPECIAL GRANT AGREEMENT FOR ALLEN SIRKIN]


 


PHILLIPS-VAN
HEUSEN CORPORATION


2006 STOCK INCENTIVE PLAN


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


NOTICE
OF RESTRICTED STOCK UNIT AWARD


 


Phillips-Van Heusen
Corporation (the “Company”) grants to the Grantee named below, in accordance
with the terms of the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan
(the “Plan”) and this restricted stock unit agreement (this “Agreement”), the
number of restricted stock units (the “Restricted Stock Units” or the “Award”)
provided as follows:


 


	
  GRANTEE

  	
   

  	
  Allen Sirkin

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RESTRICTED STOCK UNITS GRANTED

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE OF GRANT

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VESTING SCHEDULE

  	
   

  	
  TO BE USED FOR 2008
  SPECIAL GRANT:  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Restricted Stock Units
  will vest in two

  installments on the following dates, subject

  to the Grantee being employed by the

  Company on each such date:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vesting Date

  	
   

  	
  Restricted Stock 

  Units Vesting

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Third anniversary of
  the date of grant]

  	
   

  	
  [50% of Award]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Fourth anniversary of
  the date of grant]

  	
   

  	
  [50% of Award]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TO BE USED FOR 2009 AND
  2010 SPECIAL GRANTS:  

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Restricted Stock Units
  will vest in three installments on the following dates, subject to the
  Grantee being employed by the Company on each such date:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vesting Date

  	
   

  	
  Restricted Stock 

  Units Vesting

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Second anniversary of
  the date of grant]

  	
   

  	
  [25% of Award]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Third anniversary of
  the date of grant]

  	
   

  	
  [25% of Award]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Fourth anniversary of
  the date of grant]

  	
   

  	
  [50% of Award]

  



 





















 


AGREEMENT


 


1.               Grant of Award.  The Company hereby grants to the Grantee the Restricted Stock Units, subject to
the terms, definitions and provisions of the Plan and this Agreement.  All terms, provisions, and conditions
applicable to the Restricted
Stock Units set forth in the Plan and not set forth herein are incorporated by
reference.  To the extent any provision
hereof is inconsistent with a provision of the Plan the provisions of the Plan
will govern.  All capitalized terms that
are used in this Agreement and not otherwise defined herein shall have the
meanings ascribed to them in the Plan.


 


2.               Vesting and Settlement of
Award.


 


a.               Right to Award.  This Award shall vest in accordance with the
vesting schedule set forth above (the “Vesting Schedule”) and with the
applicable provisions of the Plan and this Agreement.


 


b.              Settlement of Award.  The vested portion of this Award shall be
settled as soon as practicable following the vesting date set forth in the
Vesting Schedule, but in no event later than March 15 of the year
following the year in which the Award vests; provided, however,
that if the Grantee shall be or become eligible for Retirement at any time
following the date of grant (as set forth above) and prior to the vesting date(s) set
forth in the Vesting Schedule, then upon the vesting of any portion of this
Award, the vested portion shall be settled on the fifth business day following
the applicable vesting date in the Vesting Schedule or as soon as practicable
after such fifth business day, but in no event later than December 31st
of the calendar year in which such fifth business day occurs.  Notwithstanding anything in the foregoing to
the contrary, the Award may vest and be payable upon termination of employment
as provided in Paragraph 3.


 


The
Company may require the Grantee to furnish or execute such documents as the
Company shall reasonably deem necessary (i) to evidence such settlement
and (ii) to comply with or satisfy the requirements of the Securities Act
of 1933, as amended, the Exchange Act, Section 409A of the Code or any
Applicable Laws.


 


c.               Method of Settlement.  The Company shall deliver to the Grantee one
Share for each vested Restricted Stock Unit, less any Shares withheld in
accordance with Paragraph 2(e) of this Agreement.  Share certificates shall be issued in the
name of the Grantee (or of the person or persons to whom such Restricted Stock
Units were transferred in accordance with Paragraph 4 of this Agreement).


 


d.              Dividend Equivalents.  If a cash Dividend is declared on the Shares,
the Grantee shall be credited with a Dividend Equivalent in an amount of cash
equal to the number of Restricted Stock Units held by the Grantee as of the
dividend record date, multiplied by the amount of the cash dividend paid per
Share.  Such Dividend Equivalent shall be
paid if and when the underlying Restricted Stock Units are settled.  If a Share Dividend is declared on the
Shares, the Grantee shall be credited with a Dividend Equivalent in an amount
of Shares equal to the number of Restricted Stock Units held by the Grantee as
of the dividend record date, multiplied by the amount of the Share dividend
distributed per Share.  Such Dividend
Equivalent shall be settled  if and when the underlying
Restricted Stock Units are settled, rounded down to the nearest whole
share.  Dividend Equivalents shall not
accrue interest prior to the date of payment or settlement, as applicable.


 


e.               Taxes.  Pursuant to Section 14 of the Plan, the Company
shall have the power and the right to deduct or withhold, or require the Grantee
to remit to the Company, an amount sufficient to satisfy any applicable tax
withholding requirements applicable to this Award.  The Company may condition the delivery of
Shares upon the Grantee’s satisfaction of such withholding obligations. To the
extent permitted by the Committee, the Grantee may elect to satisfy all or part
of such withholding requirement by tendering previously-owned Shares or by
having the Company withhold Shares having a Fair Market Value equal to the
minimum statutory tax withholding rate that could be imposed on the transaction
(or such other rate that will not result in a negative accounting impact).  Such election shall be irrevocable, made in
writing, signed by the Grantee, and shall be subject to any restrictions or
limitations that the Committee, in its sole discretion, deems appropriate.


 


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3.               Termination of Employment.  In
the event (i) the Grantee’s employment with the Company and its
Subsidiaries is terminated prior to the vesting date(s) set forth in the
Vesting Schedule due to the Grantee’s Retirement or (ii) of the Grantee’s death,
the Award shall become 100% vested on the date of such termination of
employment or death and shall be settled on (x) the fifth business day
after the Grantee’s separation from service by reason of Retirement or (y) the
31st day following the date of the Grantee’s
death, as the case may be, or as soon as practicable after such fifth business
day or 31st day, as applicable, but in no event later
than December 31st
of the calendar year
in which such fifth business day or 31st day occurs;
provided, however, that this Award shall be forfeited immediately
if the Grantee retires prior to the date of the annual meeting of stockholders
of the Company to be held in calendar year 2011.


 


When the Grantee’s
employment with the Company and its Subsidiaries terminates (except when due to
Retirement or death), this Award shall be forfeited immediately with respect to
the number of Restricted Stock Units for which the Award is not yet
vested.  If the Grantee dies after
termination of employment, but before the settlement of the Award, all or part
of this Award may be settled by payment to the personal representative of the
Grantee or by any person who has acquired this Award directly from the Grantee
but only to the extent that the Award was vested upon termination of the
Grantee’s employment.


 


4.               Transferability of Award.


 


The
Award may not be transferred, pledged, assigned, or otherwise disposed of,
except (i) by will or the laws of descent and distribution or (ii) for
no consideration, subject to such rules and conditions as may be
established by the Committee, to a member or members of the Grantee’s Immediate
Family.  For purposes of this Award
Agreement, the Grantee’s “Immediate Family” means the Grantee’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 Grantee’s household (other than a tenant or employee).


 


5.               Miscellaneous Provisions.


 


a.               Rights as a Stockholder. 
Neither the Grantee nor the Grantee’s representative shall have any rights
as a stockholder with respect to any Shares subject to this Award, except as
provided in Paragraph 2(d),  until
the Award has vested and Share certificates, if any, have been issued to the
Grantee, transferee or representative, as the case may be.


 


b.              Regulatory
Compliance and Listing.  The
issuance or delivery of any certificates representing Shares issuable pursuant
to this Agreement may be postponed by the Committee for such period as may be
required to comply with any applicable requirements under the federal or state
securities laws, any applicable listing requirements of the New York Stock
Exchange, and any applicable requirements under any other Applicable Law, and
the Company shall not be obligated to deliver any such Shares to the Grantee if
either delivery thereof would constitute a violation of any provision of any
law or of any regulation of any governmental authority or the New York Stock
Exchange, or the Grantee shall not yet have complied fully with the provisions
of Paragraph 2(e) hereof.  The Company shall not be
liable to the Grantee for any damages relating to any delays in issuing the
certificates to the Grantee, any loss of the certificates, or any mistakes or
errors in the issuance of the certificates or the certificates themselves.


 


c.               Choice of Law.  This
Agreement shall be governed by, and construed in accordance with, 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 this
Agreement to the substantive law of another jurisdiction.


 


d.              Modification or Amendment. 
This Agreement may only be modified or amended by written agreement
executed by the parties hereto; provided, however, that the adjustments
permitted pursuant to Section 16 and Section 18(b) of the Plan
may be made without such written agreement.


 


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


 


f.                 References to
Plan.  All references to the Plan shall be deemed
references to the Plan as may be amended.


 


g.              Headings. 
The captions used in this Agreement are inserted for convenience and
shall not be deemed a part of this Award for construction or interpretation.


 


h.              Interpretation. 
Any dispute regarding the interpretation of this Agreement shall be
submitted by the Grantee or by the Company forthwith to the Board or the
Committee, which shall review such dispute at its next regular meeting.  The resolution of such dispute by the Board
or the Committee shall be final and binding on all persons.


 


i.                  Section 409A
of the Code.  The provisions of this Agreement and any
payments made herein are intended to comply with, and should be interpreted
consistent with, the requirements of Section 409A of the Code, and any
related regulations or other effective guidance promulgated thereunder by the
U.S. Department of the Treasury or the Internal Revenue Service.  To the extent the Grantee is a “specified
employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, then
notwithstanding the timing of payment provided in any other Paragraph of this
Agreement, no payment under this Agreement that constitutes a distribution of
deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b))
upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)),
after taking into account all available exemptions, that would otherwise be
payable during the six-month period after separation from service, shall be
made during such six-month period, and any such payment shall instead be paid
on the first business day after such six-month period.


 


j.                  Signature in Counterparts.  This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.


 


 


	
   

  	
  PHILLIPS-VAN HEUSEN CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


The
Grantee represents that he is familiar with the terms and provisions thereof,
and hereby accepts this Agreement subject to all of the terms and provisions
thereof.  The Grantee has reviewed the
Plan and this Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Agreement and fully understands all
provisions of this Agreement.  The Grantee
hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Plan or
this Agreement.


 


 


	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
  Allen Sirkin

  



 


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