PHILLIPS-VAN HEUSEN CORPORATION




 

EXHIBIT 10.15

PHILLIPS-VAN HEUSEN CORPORATION

PERFORMANCE INCENTIVE BONUS PLAN

(As amended through March 7, 2001)


 

1.Purpose.  The purposes of the Plan are to induce certain senior
executive employees of the Company and its Subsidiaries to remain in the
employ of the Company and its Subsidiaries, to attract new individuals to enter
into such employ and to provide such persons with additional incentive
to promote the success of the business of the Company and its Subsidiaries.


2.Definitions.


(a)Defined Terms.  The following words as used in the Plan
shall have the meanings ascribed to each below.


"Board" means the Board of Directors of the Company.


"Cause" means (i) the commission by the Participant of any act
or omission that would constitute a crime under federal, state or
equivalent foreign law, (ii) the commission by the Participant of any act of
moral turpitude, (iii) fraud, dishonesty or other acts or omissions that
result in a breach of any fiduciary or other material duty to the Company and/or
the Subsidiaries, (iv) continued substance abuse that renders the
Participant incapable of performing his or her material duties to the
satisfaction of the Company and/or the Subsidiaries, or (v) as defined in the
Participant's employment agreement (or other document or documents evidencing
the terms of the Participant's employment), if any, with the Company or a
Subsidiary.


"Code" means the Internal Revenue Code of 1986, as in effect
at the time with respect to which such term is used.


"Committee" means the committee of the Board that the Board
shall designate from time to time to administer the Plan or any
subcommittee thereof.


"Company" means Phillips-Van Heusen Corporation, a Delaware
corporation.


"Fiscal Year" means each fiscal year of the Company, as set
forth in the Company's books and records.


"Participant" means each senior executive officer of the
Company or a Subsidiary selected by the Committee to be a participant under
the Plan, as provided herein.


"Plan" means the Phillips-Van Heusen Corporation Performance
Incentive Bonus Plan, as set forth herein and as may be amended from time
to time.


"Subsidiary" has the meaning ascribed to such term in section
424(f) of the Code.


(b)Interpretation.

(i)The definitions of terms defined herein shall apply equally to
both the singular and plural forms of the defined terms.

(ii)Any pronoun shall include the corresponding masculine, feminine and
neuter forms, as the context may require.

(iii)All references herein to Sections shall be deemed to be references
to Sections of the Plan unless the context shall otherwise require.

(iv)The headings of the Sections are included for convenience of
reference only and are not intended to be part of or to affect the meaning or
interpretation of the Plan.




3.Committee.  The Plan shall be administered by the Compensation
Committee of the Board or such other committee of the Board that the
Board shall designate from time to time.  The Committee shall consist of two or
more members of the Board each of whom it is intended would be "outside
directors" within the meaning of section 162(m)(4)(C) of the Code.  The
Committee shall be appointed annually by the Board.  The Board may, at any time,
from time to time, remove any members of the Committee, with or without cause,
appoint additional directors as members of the Committee and fill
vacancies on the Committees, however created.  A majority of the members of the
Committee shall constitute a quorum.  All determinations of the
Committee shall be made by a majority vote of its members at a meeting duly
called and held.


4.Administration.


(a)Subject to the express provisions of the Plan, the Committee shall
have complete authority to administer and interpret the Plan.  The
Committee shall establish the performance objectives for any Fiscal Year in
accordance with Section 5 hereof and certify whether such performance
objectives have been attained.  Any determination made by the Committee under
the Plan shall be final and conclusive.  The Committee in its sole
discretion shall resolve any dispute or disagreement that may arise hereunder or
as a result of or in connection with any action taken hereunder.  The
Committee may employ such legal counsel, consultants and agents (including
counsel or agents who are employees of the Company or a Subsidiary) as it may
deem desirable for the administration of the Plan and may rely upon any opinion
received from any such counsel or consultant or agent and any
computation received from such consultant or agent.  The Company shall pay all
expenses incurred in the administration of the Plan, including, without
limitation, for the engagement of any counsel, consultant or agent.  No member
or former member of the Board or the Committee shall be liable for any
act, omission, interpretation, construction or determination made in connection
with the Plan other than as a result of such individual's willful
misconduct.


(b)The Chief Executive Officer of the Company may administer the Plan
with respect to employees of the Company or a Subsidiary whose compensation
is not, and is reasonably not expected to become, subject to the provisions of
Section 162(m) of the Code, subject to such conditions, restrictions and
limitations as may be imposed by the Committee.  Any actions duly taken by the
Chief Executive Officer with respect to the administration of the 

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Plan and the qualification for and payment of bonuses to employees shall be
deemed to have been taken by the Committee for purposes of the Plan.


5.Determination of Participation, Performance Criteria and
Bonuses.


(a)Participation and Performance Criteria.  The Committee shall
determine who the Participants for each Fiscal Year will be and establish
the performance objective or objectives that must be satisfied in order for a
Participant to be eligible to receive a bonus for such Fiscal Year, within
90 days of the commencement of such Fiscal Year.  Notwithstanding the
foregoing, if a person whose compensation is not, and is reasonably not
expected to become, subject to the provisions of Section 162(m) of the Code,
becomes employed by the Company and/or one or more of its Subsidiaries more
than 90 days after a Fiscal Year commences or the Committee determines that a
senior executive employee of the Company and/or one or more of its
Subsidiaries whose compensation is not, and is reasonably not expected to
become, subject to the provisions of Section 162(m) of the Code should become
a Participant after such 90-day period has ended, the Committee shall establish
the performance objective or objectives that must be satisfied in order
for a Participant to receive a bonus for such Fiscal Year at the time such
determination is made.

(b)Performance Objectives.  Performance objectives shall be based
upon the achievement of earnings targets, with respect to (i) the
Company, for Participants with corporate responsibilities and (ii) a Subsidiary
or a division or business unit of the Company or a Subsidiary, for
Participants who are responsible for a Subsidiary, division or business unit.
For Participants with responsibility for more than one Subsidiary,
division or business unit, performance objectives shall be established for each
such Subsidiary, division and business unit for which he has
responsibility, in each case, as established by the Committee.  The Committee
shall establish three earnings targets for each Fiscal Year for the
Company and, to the extent necessary, due to the responsibilities of a
Participant, each Subsidiary, division and business unit.  The three targets
shall consist of a threshold level (below which no bonus shall be payable), a
plan level and a maximum level (above which no additional bonus shall be
payable).

(c)Bonus Percentages.

(i)At the time that the Committee determines the Participants and
establishes the performance criteria with respect to a Fiscal Year, it shall
determine the bonus percentage payable to each Participant with respect to such
Fiscal Year if the applicable threshold, plan or maximum level of
earnings is attained.  The bonus percentages represent the percentage of a
Participant's base salary that he shall be entitled to receive as a bonus if
the corresponding earnings are attained.  There shall be no limit to the minimum
or maximum bonus percentages that may be established for any Fiscal
Year, bonus percentages may differ from Participant to Participant in any Fiscal
Year and a Participant's bonus percentages may change from year to
year, but with respect to each Participant for each Fiscal Year, the bonus
percentage for attaining the maximum level of earnings shall exceed the bonus
percentage for attaining the plan level of earnings which, in turn, shall exceed
the bonus percentage for attaining the threshold level of earnings.  In
determining the bonus percentage for each Participant, the Committee may take
into account the nature of the services rendered by such Participant, his
past, present and potential contribution to the Company and its Subsidiaries,
his seniority with the 

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Company or any of its Subsidiaries and such other factors as the Committee,
in its discretion, shall deem relevant.

(ii)If a threshold, plan or maximum level of earnings is achieved, each
applicable Participant shall receive a bonus equal to his base salary as
of the last day of the applicable Fiscal Year times the applicable assigned
bonus percentage.  If the level of earnings achieved falls between two of
the target levels, then each applicable Participant shall receive a bonus equal
to his base salary as of the last day of the applicable Fiscal Year
times a percentage that is on a straight line interpolation between the bonus
percentages for the two target levels.  If a maximum level of earnings is
exceeded, each applicable Participant shall receive a bonus equal to his base
salary as of the last day of the applicable Fiscal Year times the bonus
percentage assigned to the maximum level of earnings.



(d)Termination of Employment During Fiscal Year.  If a
Participant's employment terminates during a Fiscal Year he was determined to be
a
Participant by reason of his death or disability and for no other reason, such
Participant or his estate shall receive the bonus, if any, which would
otherwise have been payable to such Participant for such Fiscal Year pro rated
to the portion of such Fiscal Year actually worked by such Participant.
Any such bonus shall be paid promptly after it is determined to be payable.

(e)Determination of Bonuses.  The Committee shall determine
whether any earnings targets were achieved for a Fiscal Year, which
Participants shall have earned bonuses as the result thereof, and the bonus
percentage such Participants are entitled to no later than the end of the
first quarter of the Fiscal Year immediately subsequent to the Fiscal Year with
respect to which the bonuses were earned.

(f)Absolute Maximum Bonus.  Notwithstanding any other provision in
the Plan to the contrary, the maximum bonus that may be paid to any
Participant under the Plan with respect to any Fiscal Year may not exceed
$3,000,000.


6.Payment.


(a)Timing.  Payment of any bonus to a Participant shall be made
within 30 days following the Compensation Committee's determination
pursuant to Section 5 that the applicable targets for the preceding Fiscal Year
were achieved, the bonus was earned and what bonus percentage the
Participant is entitled to.

(b)Forfeiture.  Except as otherwise set forth in Section 5(d), in
order to remain eligible to receive a bonus, a Participant must be
employed by the Company on the day of payment or must have died, become
disabled, retired under the Company's retirement plan or have been discharged
without cause prior to payment.

(c)Form of Payment.  All bonuses payable under the Plan, if any,
shall be payable in cash.  All amounts hereunder shall be paid solely
from the general assets of the Company.  The Company shall not maintain any
separate fund to provide any benefits hereunder, and each Participant shall
be solely an unsecured creditor of the Company with respect thereto.

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7.General Provisions of the Plan.


(a)Effective Date.  The Plan became effective on March 2, 2000,
subject to the ratification of the Plan by the Company's stockholders.

(b)Term of the Plan.  The Plan shall be effective with respect to
Fiscal Years 2000 through 2004 and shall terminate upon the payment of
all bonuses, if any, earned with respect to Fiscal Year 2004, unless the holders
of a majority of the shares of the Company's Common Stock present in
person or by proxy at any special or annual meeting of the stockholders of the
Company occurring on or prior to the date of the 2004 Annual Meeting of
Stockholders shall approve the continuation of the Plan.

(c)Eligibility.  Participation in the Plan with respect to any
Fiscal Year shall be available only to persons (i) who are senior executive
employees of the Company and/or one or more of its Subsidiaries on the date of
the Committee's determination of performance criteria for such Fiscal
Year pursuant to Section 5(a) hereof or (ii) subject to Section 5(a), who
thereafter become employed by the Company and/or one or more of its
Subsidiaries or who are thereafter otherwise determined by the Committee to be
Participants.

(d)Amendment and Termination.  Notwithstanding Section 8(b), the
Board or the Committee may at any time amend, suspend, discontinue or
terminate the Plan as it deems advisable; provided, however, that
no such action shall be effective without approval by the holders of a
majority of the shares of the Company's Common Stock present in person or by
proxy at any special or annual meeting of the Company's stockholders, to
the extent such approval is necessary to continue to qualify the amounts payable
hereunder to "covered employees" (within the meaning of section 162(m)
of the Code) as deductible under section 162(m) of the Code.

(e)Designation of Beneficiary.  Each Participant may designate a
beneficiary or beneficiaries (which beneficiary may be an entity other
than a natural person) to receive any payments which may be made following the
Participant's death.  Such designation may be changed or canceled at any
time without the consent of any such beneficiary.  Any such designation, change
or cancellation must be made in a form approved by the Committee and
shall not be effective until received by the Committee.  If no beneficiary has
been named, or the designated beneficiary or beneficiaries shall have
predeceased the Participant, the beneficiary shall be the Participant's spouse
or, if no spouse survives the Participant, the Participant's estate.  If
a Participant designates more than one beneficiary, the rights of such
beneficiaries shall be payable in equal shares, unless the Participant has
designated otherwise.

(f)Withholding.  Any amount payable to a Participant or a
beneficiary under this Plan shall be subject to any applicable Federal, state
and local income and employment taxes and any other amounts that the Company or
a Subsidiary is required at law to deduct and withhold from such
payment.


8.No Right of Continued Employment.  Neither the existence nor any
term of the Plan shall be construed as conferring upon any Participant
any right to continue in the employment of the Company or any of its
Subsidiaries, nor shall participation herein for any Fiscal Year confer 

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upon any Participant any right to participate in the Plan with respect to any
subsequent Fiscal Year.


9.No Limitation on Corporate Actions.  Nothing contained in
the Plan shall be construed to prevent the Company or any Subsidiary from
taking any corporate action, which is deemed by it to be appropriate or in its
best interest, whether or not, such action would have an adverse effect
on any awards made under the Plan.  No employee, beneficiary or other person
shall have any claim against the Company or any Subsidiary as a result of
any such action.


10.Miscellaneous.


(a)Nonalienation of Benefits.  Except as expressly provided
herein, no Participant or beneficiary shall have the power or right to
transfer, anticipate, or otherwise encumber the Participant's interest under the
Plan.  The Company's obligations under this Plan are not assignable or
transferable except to (i) a corporation or other entity which acquires all or
substantially all of the Company's assets or (ii) any corporation or
other entity into which the Company may be merged or consolidated.  The
provisions of the Plan shall inure to the benefit of each Participant and the
Participant's beneficiaries, heirs, executors, administrators or successors in
interest.

(b)Severability.  If any provision of this Plan is held
unenforceable, the remainder of the Plan shall continue in full force and effect
without regard to such unenforceable provision and shall be applied as though
the unenforceable provision were not contained in the Plan.

(c)Governing Law.  The Plan shall be governed by, and construed
and enforced in accordance with, the laws of the State of New York,
without giving effect to the conflict of law principles thereof.


 

 

 

 

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