PHILLIPS-VAN HEUSEN CORPORATION


EXHIBIT 10.2

PHILLIPS-VAN HEUSEN CORPORATION

SPECIAL SEVERANCE BENEFIT PLAN

As Amended as of April 27, 2000

1.PURPOSE.

The Plan is intended to induce the Participants to remain in the employ of
the Company, notwithstanding any possible concern on their behalf as to
the security of their employment with the Company in the event of a Change in
Control, and to provide special benefits in recognition of the valuable
services heretofore rendered by the Participants to the Company and in
consideration of the Participants' remaining in the employ of the Company
pursuant to a written contract or the terms of the Plan.

2.DEFINITIONS.

Affiliate - Any person that directly, or indirectly through one or
more intermediaries, controls, or is controlled by, or is under common
control with, any other Person.

Board - The Board of Directors of PVH.

Change in Control - A Change in Control shall be deemed to occur upon
(i) the election of one of more individuals to the Board which election
results in one-third of the directors of PVH consisting of individuals who have
not been directors of PVH for at least two years, unless such
individuals have been elected as directors or nominated for election as
directors by three- fourths of the directors of PVH who have been directors of
PVH for at least two years; (ii) the sale by PVH of all or substantially all of
its assets to any Person, the 


consolidation of PVH with any Person, the merger of PVH with any Person as a
result of which merger PVH is not the surviving entity as a publicly
held corporation; (iii) the sale or transfer of shares of PVH by PVH and/or any
one or more of its stockholders, in one or more transactions, related or
unrelated, to one or more Persons under circumstances whereby any Person and its
Affiliates shall own, after such sales and transfers, at least one-
fourth, but less than one-half, of the shares of PVH having voting power for the
election of directors, unless such sale or transfer has been approved
in advance by three-fourths of the directors of PVH who have been directors of
PVH for at least two years; or (iv) the sale or transfer of shares of PVH
by PVH and/or any one or more of its stockholders, in one or more transactions,
related or unrelated, to one or more Persons under circumstances whereby
any Person and its Affiliates shall own, after such sales and transfers, at
least one-half of the shares of PVH having voting power for the election of
directors.  Nothing contained in this definition shall limit or restrict the
right of any director who is a Participant from participating in any
discussions or voting on any matter referred to in this definition at any
meeting of the Board.  In addition to the foregoing and not in limitation
thereof, a Change in Control with respect to Bruce Klatsky shall also mean (a)
the failure of the Board duly to continue Mr. Klatsky as Chief Executive
Officer and Chairman of the Board at all times prior to his retirement as an
employee, (b) the appointment by the Board of an officer or the hiring by
the Board of an employee with authority equal or superior to the authority of
Mr. Klatsky at any time prior to his retirement as an employee, (c)
the failure of the Company to compensate Mr. Klatsky at a rate of at least
$750,000 per year and maintain the other terms and conditions of his
employment by the Company on no less than substantially the same basis as
enjoyed by Mr. Klatsky in connection with his employment by the Company as of
April 28, 1993 or (d) any notice to Mr. Klatsky pursuant to Section 8 that the
Company intends to terminate the 

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Plan or to amend the Plan in any manner which could adversely affect the
rights of Mr. Klatsky under the Plan.  

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

Company - PVH and all of the Subsidiaries.

Discharge for Cause - Discharge for Cause shall be deemed to occur
only upon a good faith determination by the Board that the termination of
the employment by the Company of a Participant is necessary by reason of (i) the
commission by such Participant of any act which, if successfully
prosecuted by the appropriate authorities, would constitute a felony under state
or federal law; (ii) such Participant's embezzlement or intentional
misappropriation of any property of the Company; or (iii) such Participant's
having divulged, furnished or made accessible to anyone other than the
Company, its directors, officers, employees, auditors and legal advisors,
otherwise than in the regular course of the business of the Company, any
confidential knowledge or information relating to the customers, employees,
operations, financial condition, revenues or projections of the Company,
other than information in the public domain which has not been improperly
disclosed by such Participant.  Such determination by the Board may be made
only after reasonable written notice to such Participant from a member of the
Board setting forth details of the allegations which may constitute
Discharge for Cause and after an opportunity for such Participant, together with
his counsel, to be heard by the Board.

Effective Marginal Tax Rate - The percentage equal to (i) the product
of 1.03 and the highest tax rate set forth in section 1(a) of the Code
(currently 39.6%), plus (ii) the highest 

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combined marginal state and local income tax rate to which the Participant
with respect to whom such term is used shall be subject with respect to
compensation income, minus (iii) the product of the tax rate set forth in clause
(i) above and the tax rate set forth in clause (ii) above, plus
(iv) the highest tax rate set forth in section 3111(b)(6) of the Code
(currently 1.45%), plus (v) the highest tax rate set forth in section 4999(a)
of the Code (currently 20%).

Parachute Indemnity Amount - The amount determined with respect to a
Participant as follows:
(i)  There shall first be determined, after giving effect to the payment of
such Participant's Primary Benefit but not to such Participant's
Secondary Benefit, the aggregate of such Participant's "excess parachute"
payments within the contemplation of section 280G(b)(1) of the Code.

(ii)  There shall then be determined the amount of the aggregate taxes
imposed upon such "excess parachute payments" by the provisions of section
4999(a) of the Code.

(iii)  The amount determined in accordance with the provisions of clause (ii)
shall then be multiplied by the fraction the numerator of which shall
be one and the denominator of which shall be one minus such Participant's
Effective Marginal Tax Rate with respect to the calendar year in which his
employment by the Company shall terminate and such product shall be such
Participant's Parachute Indemnity Amount.



Participant - Each person designated by the Compensation Committee of
the Board who shall be an officer of PVH, an officer of any of the
Subsidiaries or any other key 

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employee of the Company.  Any Participant who shall be a Participant at the
time of a Change in Control shall remain a Participant until the earlier
to occur of the expiration of two years following a Change in Control or the
termination of such Participant's employment with the Company.

Person - An individual, partnership, firm, trust, corporation or other
similar entity.  When two or more Persons act as a partnership, limited
partnership, syndicate or other group for the purpose of acquiring, holding or
disposing of securities of PVH, such partnership, limited partnership,
syndicate or group shall be deemed a "Person" for the purposes of the Plan.

Plan - The Phillips-Van Heusen Corporation Special Severance Benefit
Plan.

Primary Benefit - Shall have the meaning accorded thereto in Section
5.

PVH - Phillips-Van Heusen Corporation, a Delaware corporation.

Secondary Benefit - Shall have the meaning accorded thereto in Section
5.

Subsidiary - Any Person of which a majority of the capital stock
having voting power for the election of directors or other governing board is
owned by PVH and/or one or more of the Subsidiaries.

Any term used in the Plan in the masculine gender shall include the feminine
gender.


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3.EMPLOYMENT COMMITMENT.

An employee of the Company shall not be designated as a Participant unless
(a) such employee enters into an agreement with PVH or a Subsidiary
that he will remain in the service of PVH or such Subsidiary for a period,
subject to the terms of the Plan, of at least one year from the date of such
agreement or (b) such employee is a party to a written contract of employment
with PVH or a Subsidiary for a term extending at least one year from the
date he is designated as a Participant.  Such agreement may provide that the
employee shall serve at the pleasure of PVH or such Subsidiary, and at such
compensation as PVH or such Subsidiary shall reasonably determine from time to
time, but not less than his compensation as in effect on the date of such
agreement.  Such agreement may also provide that it does not confer upon the
employee any right to continue in the employ of PVH or such Subsidiary and
that it does not interfere in any way with the right of PVH or such Subsidiary
to terminate the employment of the employee at any time.

4.RIGHT TO TERMINATE EMPLOYMENT.

Notwithstanding the provisions of any agreement to the contrary, including
without limitation an agreement required pursuant to Section 3, in the
event of a Change in Control, each Participant shall have the right to terminate
voluntarily his employment with the Company, with or without reason,
within two years after the occurrence of such Change in Control by giving
written notice of termination to PVH.


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5.SPECIAL SEVERANCE BENEFITS.

Upon the voluntary termination of employment with the Company by any
Participant within two years after the occurrence of a Change in Control, or
upon the involuntary termination of employment with the Company of any
Participant for any reason other than death or Discharge for Cause within two
years after the occurrence of a Change in Control, PVH, or the consolidated,
surviving or transferee Person in the event of a consolidation, merger or
sale of assets, shall pay to such Participant, in a lump sum immediately
subsequent to the date of such termination, in addition to any compensation
otherwise owed to such Participant at the time of such termination (under any
contract, other plan or otherwise), (a) an amount (the "Primary Benefit")
equal to the product of (i) three and (ii) the average annual cash compensation,
including salary and bonuses, paid to and/or accrued with respect to
such Participant during the two-year period preceding the date of such
termination, or such portion of said period as such Participant shall have been
employed by the Company, and (b) an amount (the "Secondary Benefit) equal to
such Participant's Parachute Indemnity Amount; provided, however, that at
the time of the designation of any employee of the Company as a Participant, the
Compensation Committee may, in its sole and absolute discretion, by
written notice to such Participant, reduce the Primary Benefit with respect to
such Participant and thereafter from time to time the Compensation
Committee may, in its sole and absolute discretion, by written notice to such
Participant, increase the Primary Benefit, but in no event to an amount
greater than the Primary Benefit provided for in this Section; provided,
further, that at the time an employee of the Company shall be designated as a
Participant, the Compensation Committee may, in its sole and absolute
discretion, by written notice to such Participant, provide that, if such
Participant shall have been an employee of the Company for less than two years
preceding the date of his 

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termination, the Primary Benefit with respect to such Participant shall be
the product of (I) three and (II) such amount as such Participant would
have received had he served the Company for at least two years, using such
assumptions as to total cash compensation that would have been paid to and/or
accrued with respect to such Participant during such two years as the
Compensation Committee may provide, or such lesser amount as the Compensation
Committee may determine.  Upon the voluntary termination of employment with the
Company by any Participant within two years after the occurrence of a
Change in Control, or upon the involuntary termination of employment with the
Company of any Participant for any reason other than death or Discharge
for Cause within two years after the occurrence of a Change in Control, PVH, or
the consolidated, surviving or transferee Person in the event of a
consolidation, merger or sale of assets, shall also provide, for the period of
three years commencing on such termination of employment, medical,
dental, life and disability insurance coverage for such Participant and the
members of his family which is not less favorable to such Participant than
the group medical, dental, life and disability insurance coverage carried by the
Company for such Participant and the members of his family either
immediately prior to such termination of employment or on the occurrence of such
Change in Control, whichever is greater; provided, however, that the
obligations set forth in this sentence shall terminate to the extent such
Participant obtains comparable medical, dental, life and disability insurance
coverage from any other employer during such three-year period, but such
Participant shall not have any obligation to seek or accept employment during
such three-year period, whether or not any such employment would provide
comparable medical, dental, life and disability insurance coverage.  All
payments made under the Plan to any Participant shall be subject to withholding
and to such other deductions as shall at the 

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time of such payment be required under any income tax or other law, whether
of the United States or any other jurisdiction.  

6.ADMINISTRATION.

The Plan shall be administered by the Compensation Committee appointed by the
Board, which Committee shall consist of three or more individuals who
shall serve at the pleasure of the Board. Subject to the provisions of the Plan,
the Compensation Committee shall have the authority to interpret the
Plan and to prescribe, amend and rescind rules and regulations relating to it.
Any determination by the Compensation Committee in carrying out,
administering or construing the Plan (including without limitation the
designation of an individual as a Participant) made prior to a Change in Control
shall be final and binding for all purposes upon PVH and all other interested
Persons and their heirs, successors and personal representatives.  The
Board may from time to time appoint members of the Compensation Committee in
substitution for or in addition to members previously appointed and may
fill vacancies, however caused, in the Compensation Committee.  The Board shall
elect one of the Compensation Committee's members as its Chairman and
the Compensation Committee shall hold its meetings at such times and places as
it shall deem advisable.  A majority of the members of the Compensation
Committee shall constitute a quorum.  All action by the Compensation Committee
shall be taken by a majority of its members present at a meeting.  Any
action may be taken by a written instrument signed by a majority of the members
of the Compensation Committee and action so taken shall be fully
effective as if it had been taken by a vote of a majority of the members at a
meeting duly called and held.  The Board may appoint a Secretary for the
Compensation Committee (who, if no other designation shall be made, shall be the
Secretary of 

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PVH) and the Compensation Committee shall keep minutes of its meetings and
shall make rules and regulations for the conduct of its business as it
shall deem advisable.

7.COSTS OF ENFORCEMENT.

In the event that, subsequent to a Change in Control, any Participant incurs
any costs or expenses, including attorneys fees, in the enforcement of
his rights under the Plan, then, unless PVH, or the consolidated, surviving or
transferee Person in the event of a consolidation, merger or sale of
assets, is wholly successful in defending against the enforcement of such
rights, PVH, or such consolidated, surviving or transferee Person, shall
promptly pay to such Participant all such costs and expenses.

8.AMENDMENT OR TERMINATION.

The Board may amend or terminate the Plan in whole or in part at any time
upon notice to all of the Participants; provided, however, that, subsequent
to a Change in Control or during the period of 90 days prior to a Change in
Control, no such amendment which could adversely affect the rights of any
Participant nor any termination shall become effective until the expiration of
two years following a Change in Control; provided further, however, that
without limiting Mr. Klatsky's rights under the preceding proviso, no
termination of the Plan and no amendment of the Plan in any manner which could
adversely affect the rights of Mr. Klatsky under the Plan shall become effective
until the expiration of 30 days following a notice to Mr. Klatsky
of such termination or amendment.

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9.NOTICES.

Any notice or other communication pursuant to the Plan intended for a
Participant shall be deemed given when personally delivered to such Participant
or sent to such Participant by registered or certified mail, return receipt
requested, at such Participant's address as it appears on the records of the
Company, or at such other address as such Participant shall have specified by
notice to PVH in the manner herein provided.  Any notice or other
communication pursuant to the Plan intended for PVH shall be deemed given when
personally delivered to the Secretary of PVH or sent to PVH by registered
or certified mail, return receipt requested, attention of its Secretary, at 200
Madison Avenue, New York, New York 10016, or at such other address as
PVH shall have specified by notice to the Participants in the manner herein
provided.

10.GOVERNING LAW.

The Plan shall be governed by the laws of the State of New York.


 

 

 

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