exv10w1



 







Exhibit 10.1




AGREEMENT AND RELEASE




This Agreement is made and entered into this 25th day of May 2005 between VF
Corporation (the “Company”) and Terry L. Lay (“Employee”);



WHEREAS, Employee is currently employed by the Company in the position of Vice President and
Chairman – VF Jeanswear Coalition in an at-will employment relationship; and

WHEREAS, the Parties agree that Employee will separate from his employment with the Company on May
31, 2005.



NOW, THEREFORE, in consideration of the mutual agreements and promises set forth within this
Agreement, the Company and Employee voluntarily agree to the following terms, each of which is
material.




	 	1.	 	Cash Consideration. As valuable and sufficient consideration for each and
all of the Employee’s obligations and promises set forth below, the Company will provide
the following:






	 	1.1	 	The Company shall pay Employee $ 52,167 (salary/car allowance)
per month for the period beginning June 1, 2005 and running through the Final
Payment Date (hereinafter defined), subject to applicable federal, state and
local taxes. In the event of the death of Employee before the Final Payment
Date, the balance of such payments shall be paid to Employee’s estate. Except
as otherwise provided in Section 3.1 of this Agreement, if Employee remains in
compliance with his obligations pursuant to this Agreement, payments made
pursuant to this section will not be rescinded, regardless of future earnings.
“Final Payment Date” means May 31, 2007, or, if earlier, the date payments cease
pursuant to Section 3 hereof.
	 
	 	1.2	 	Employee shall be eligible to receive a 2005 bonus under the Company’s
Executive Incentive Compensation Plan at the time 2005 bonuses are














 





Agreement and Release for Terry L. Lay




	 	 	 	awarded to
other executives of the Company. The Company will recommend to the VF Board of
Directors a payout to Employee of a one-half year’s bonus.
	 
	 	1.3	 	In accordance with and subject to the provisions of the Company’s
1996 Stock Compensation Plan (the “Stock Compensation Plan”), Employee will be
eligible to exercise outstanding stock options, which are otherwise exercisable
in accordance with the Stock Compensation Plan, up to and including the Final
Payment Date. If employee elects to retire under the VF Pension Plan prior to
the Final Payment Date, stock options may be exercised through May 31, 2008.
	 
	 	1.4	 	In accordance with and subject to the terms of the Mid-Term Plan
established under the Company’s 1996 Stock Compensation Plan, Employee is
eligible to receive a pro rata payout with respect to the 2003-2005 cycle under
the Mid-Term Plan equal to 29/36ths of the payout he would have received had he
remained an active employee of the Company, payable at the time the payout is
made to other eligible executives.
	 
	 	1.5	 	In accordance with and subject to the terms of the 2004 Mid-Term
Plan established under the Company’s 1996 Stock Compensation Plan, Employee is
eligible to receive a pro rata payout for the 2004-2006 cycle and a pro rata
payout for the 2005-2007 cycle, payable at the time the payout is delivered to
other eligible executives. Such pro rata payout shall be determined from the
beginning of the cycle to the earlier of the end of the cycle or the Final
Payment Date.
	 
	 	1.6	 	The Parties agree that the Company has no prior legal obligation
to make the payments or provide the benefits agreed to in Section 1.1 through
1.5




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Agreement and Release for Terry L. Lay





	 	2.	 	Other Employee Benefits.  As valuable and sufficient consideration for each
and all of the Employee’s obligations and promises set forth below, the Company will also
provide the following:






	 	2.1	 	Employee shall be eligible for continued coverage under the
Company’s medical insurance plan at active employee rates from June 1, 2005
through the Final Payment Date.
	 
	 	2.2	 	Employee shall be eligible for participation in the VF Executive
Deferred Savings Plan II through the Final Payment Date on the same basis as
then provided to active eligible plan participants.
	 
	 	2.3	 	Employee shall be eligible for Company sponsored financial
counseling through the Final Payment Date.
	 
	 	2.4	 	The Parties agree that the Company has no prior legal obligation
to make the payments or provide the benefits agreed to in Section 2.1 through
2.3.






	 	3.	 	Employee’s Representations. Employee hereby represents and warrants to and
agrees with the Company as follows, with full knowledge that the Company intends to rely
thereon:






	 	3.1	 	Covenant not to Compete.






	 	a)	 	From the date of this Agreement through May 31,
2007, Employee agrees not to serve as an employee, director, consultant
or advisor to any of the
following companies or their subsidiaries or affiliates: Sara Lee
Corporation, Levi Strauss & Co., NIKE Inc, Columbia Sportswear Company
and The Timberland Company. Employee acknowledges and agrees that this
covenant serves the legitimate business interests of the Company to
protect its confidential information, trade secrets, good




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Agreement and Release for Terry L. Lay




	 	 	 	will and
customer contacts. Employee further acknowledges and agrees that in the
event that he breaches this covenant not to compete the damage to the
Company would be irreparable and that money damages will not adequately
compensate the Company for its injuries. Accordingly, Employee agrees
that in the event he breaches this covenant not to compete the Company
will be entitled to an immediate order from a court of competent
jurisdiction commanding Employee to cease his violation and enjoining
Employee from further violation of the covenant not to compete. Employee
further agrees that the Company would be entitled to recovery of its cost
and attorney fees incurred as a result of the violation.
	 
	 	 	 	In the event of a breach of this Section 3.1 (a), the Company shall
have no further obligation under Sections 1 and 2 above. In the event
that injunctive relief is requested by and granted the Company, the
Company shall be obligated under Sections 1 and 2 for the period of time
during which the injunction is in effect up to and including May 31, 2007.
	 
	 	b)	 	Employee agrees to advise the Chief Executive
Officer of the Company in writing if he seeks to be hired prior to May
31, 2007 as an employee, director, consultant or advisor of any company
significantly engaged in the apparel business not listed in Section 3.1.
In the event of such hire without the prior written consent of the
Company, the Final Payment Date shall be the date of such hiring.






	 	3.2	 	Confidential Information. Employee acknowledges that as
an employee of the Company he has had access to and may be in possession of
non-public information about the Company and its business plans and strategies.
Therefore, Employee and each other person controlling, controlled by or under
common control with Employee, shall not disclose directly or




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Agreement and Release for Terry L. Lay




	 	 	 	indirectly to any
person or entity outside the employ of the Company, without the express written
authorization of the Company, unless required by subpoena of a court of law, any
business plans, customer list, pricing strategies, customer files and records,
any proprietary data or trade secrets, or any other confidential information of
the Company, or any financial information about the Company or its business not
in the public domain. For purposes of this Section, the term “Company” shall
include the Company and its subsidiaries, related corporations and affiliates.
	 
	 	3.3	 	Non-disparagement. Employee agrees never to disparage or
make false statements about the Company, its predecessors, successors, or
affiliates, or any employees or agents of the Company.
	 
	 	3.4	 	No Contact. From June 1, 2005 through May 31, 2007, the
Employee agrees not to initiate or maintain contact with any officer, director,
or employee of the Company or its affiliates regarding the Company’s or any
affiliate’s business, prospects, operations, or finances, except with the
express written permission of the Company, other than as initiated by the
Company.
	 
	 	3.5	 	No Solicitation. From June 1, 2005 through May 31, 2007,
Employee will not, directly or indirectly, for himself or on behalf of any
third party solicit for employment or otherwise cause any employee or officer
of the Company or any of its subsidiaries to terminate his or her employment
relationship with the Company or any of its subsidiaries.
	 
	 	3.6	 	Return of Company Property. Employee shall promptly
return any and all items in his possession which are owned by or otherwise the
property of the Company or its affiliates, including the Company credit card,
cell phone, laptop computer, and Blackberry.




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Agreement and Release for Terry L. Lay




	 	3.7	 	Board Resignation. Employee hereby resigns, effective
June 1, 2005, from all positions as an officer or director of the Company, its
subsidiaries and affiliates, to which he has been elected or appointed.
	 
	 	3.8	 	Confidentiality. Employee will not reveal the terms and
understandings contained in this Agreement other than to his legal and financial
advisors, unless he becomes legally compelled to do so, provided, however, that,
prior to any such disclosure, Employee shall give prompt written notice to the
Company so that the Company may take any action that it deems necessary or
appropriate to seek a protective order or other appropriate remedy. These
restrictions do not apply to Sections 3.1 through 3.6.
	 
	 	3.9	 	Remedies for Breach by Employee. Employee understands
and agrees that the Company’s obligation to perform under this Agreement is
conditioned upon Employee’s covenants and promises to the Company as set forth
herein. In the event Employee breaches any such covenants and promises, or
causes any such covenants or promises to be breached, Employee acknowledges and
agrees that the Company’s obligations to perform under this Agreement shall
automatically terminate and the Company shall have no further liability or
obligation to Employee, or alternatively, that the Company may seek injunctive
relief to enforce the provisions of this Agreement. Employee acknowledges and
agrees that in the event that he materially breaches any provision of this
Agreement, the damage to the Company would be irreparable and that money
damages will not adequately compensate the Company for its injuries.
	 
	 	 	 	Accordingly, Employee agrees that in the event of a material breach, the
Company will be entitled to an immediate order from a court of competent
jurisdiction commanding Employee to cease his violation and enjoining
Employee from further violation. Employee further agrees that the




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Agreement and Release for Terry L. Lay




	 	 	 	Company
would be entitled to recovery of its cost and attorney fees incurred as a
result of the violation.
	 
	 	 	 	The remedies available to the Company as set out is this section are not
intended to be exclusive of any other remedies to which the Company may be
entitled at law or equity, (including but not limited to monetary damages,
specific performance, and other injunctive relief), due to breach or
threatened breach of any provision of this Agreement.






	 	4.	 	Release.






	 	4.1	 	In partial consideration of the performance by the Company of its
obligations under this Agreement and other good and valuable consideration,
Employee does hereby for himself, his heirs, executors, administrators and
assigns, forever release, remise and discharge the Company, its officers,
directors, parents, subsidiaries, affiliates and their officers and directors
and their successors and assigns, from and against any claims and causes of
action which he has, had or may have ever had, including, but not limited to,
any claims which Employee has, had, or may have had arising out of his
employment with the Company or otherwise relating to or arising out of any
relationship or status he may have had in the past with the Company, or any of
its affiliates or
subsidiaries. The parties specifically contemplate that this release covers
any potential claim by Employee of age discrimination or employment
discrimination against the Company under the Age Discrimination in
Employment Act, the Civil Rights Act of 1964, and any other federal, state
or local laws or ordinances, and any common law claims under tort, contract
or any other theories now or hereafter recognized.




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Agreement and Release for Terry L. Lay




	 	4.2	 	Employee agrees that no other person (including but not limited
to attorneys, heirs, executors, administrators, successors, and assigns) may
assert any claim that he has or might have against the Company and further
agrees that he will fully cooperate with the Company in seeking dismissal of any
such claim that might be raised on his behalf.
	 
	 	4.3	 	The Parties agree that this Agreement may be treated as a
complete defense to any legal, equitable, or administrative action that may be
brought, instituted, or taken by Employee, or on his behalf, against the Company
and shall forever be a complete bar to the commencement or prosecution of any
claim, demand, lawsuit, charge, or other legal proceeding of any kind against
the Company, any related companies and subsidiaries, and the directors,
officers, employees, and agents of them, including any successors and assigns,
relating to employment with the Company and/or the termination of employment
with the Company.
	 
	 	4.4	 	The release contained in Section 4.1 hereof is not intended to
relieve the Company of its obligations under this Agreement to make the payments
and provide the benefits under Sections 1 and 2 hereof, but is otherwise fully
effective in accordance with its terms as to all other rights, claims or causes
of action which Employee has, had or may have had as set forth in Section 4.1
hereof.
	 
	 	4.5	 	Employee received this Agreement on May 17, 2005 and had at least
forty-five (45) days to consider its terms and conditions, including without
limitation, the release provisions of Section 4.1. By receipt of this proposed
Agreement and Release, Employee was advised by the Company to consult with an
attorney of Employee’s choice before signing this Agreement.




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Agreement and Release for Terry L. Lay





	 	4.6	 	Employee’s execution of this Agreement is knowing and voluntary,
without duress and after an opportunity to consult with his attorney.






	 	5.	 	Waiver, Discharge, etc. This Agreement may not be released, discharged,
abandoned, changed or modified in any manner, except by an instrument in writing signed on
behalf of each of the parties hereto. The failure of any party hereto to enforce at any
time any of the provisions of this Agreement shall in no way be construed as a waiver of
any such provision, nor in any way to affect the validity of this Agreement or any part
thereof or the right of any party thereafter to enforce each and every such provision. No
waiver of any breach of this Agreement shall be held to be a waiver of any other or
subsequent breach.
	 
	 	6.	 	Rights of Persons Not Parties. Nothing contained in this Agreement shall be
deemed to create rights in persons not parties hereto, other than the personal
representatives or successors of the parties hereto.
	 
	 	7.	 	Entire Agreement. This Agreement constitutes the entire understanding
between the parties, and no other statements, representations or understandings form a
basis for the mutual promises contained herein, and this Agreement supersedes any other
agreements between the parties with respect to the subject matter hereof.
	 
	 	8.	 	Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of North Carolina without regard to its conflict of laws
principles.
	 
	 	9.	 	Venue. The Company and Employee agree that any dispute arising out of this
Agreement shall be subject to the exclusive jurisdiction of both the state and federal
courts in North Carolina. For that purpose, Employee irrevocably submits to the
jurisdiction of the state and federal courts of Guilford County, North Carolina.




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Agreement and Release for Terry L. Lay




	 	10.	 	Successors, Assigns, and Representatives. This Agreement shall inure to and
be binding upon the parties hereto, their respective heirs, legal representatives,
successors, and assigns.
	 
	 	11.	 	Partial Invalidity. The Parties agree that the provisions of this Agreement
shall be deemed severable and that the invalidity or unenforceability of any portion or
any provision shall not affect the validity or enforceability of the other portions or
provisions. Such provisions shall be appropriately limited and given effect to the extent
that they may be enforceable. The Parties further agree that in the event any provision
of this Agreement shall be declared invalid and unenforceable by a court of competent
jurisdiction that the entire Agreement may be declared voided, ab initio, at the
election of the Company.
	 
	 	12.	 	Revocation. Employee understands that this Agreement may be revoked by
Employee within seven (7) days after the signing of the Agreement. To revoke the
Agreement, Employee understands that he must notify in writing that he no longer wishes to
be bound by this Agreement and desires to revoke the Agreement immediately. Any
revocation should be sent in writing to Susan L. Williams, Vice President, Human
Resources, VF Corporation, 105 Corporate Center Blvd., Greensboro, NC 27408. This
Agreement shall not become effective and enforceable until seven (7) days after it has
been signed by Employee.
	 
	 	13.	 	Employee affirms that he has carefully read this entire Agreement. He attests that
he possesses sufficient education and/or experience to fully understand the extent and
impact of its provisions.
	 
	 	14.	 	Employee attests that he has been afforded the opportunity to consider this Agreement
for a period of forty-five (45) days. Employee further attests that he has been advised
by the Company to discuss this Agreement with an attorney of choice.




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Agreement and Release for Terry L. Lay




	 	15.	 	Employee affirms that he is fully competent to execute this Agreement and that he
does so voluntarily and without any coercion, undue influence, threat, or intimidation of
any kind or type.
	 
	 	16.	 	Employee acknowledges that he has received a document identifying the job titles and
ages of each employee in the decisional unit, whether or not each employee was selected
for termination. Each employee terminated in this reorganization is eligible for
severance and related benefits.





THE UNDERSIGNED HEREBY STATE THAT THEY HAVE CAREFULLY READ THE FOREGOING AGREEMENT AND RELEASE AND
KNOW THE CONTENTS THEREOF AND SIGN THE SAME OF THEIR OWN FREE ACT.



IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the dates set
forth below.



	 	 	 	 	 	 	 
	VF Corporation:	 	 	 	EMPLOYEE:
	 
	 	 	 	 	 	 
	By:

	 	/s/ Susan L. Williams
 

	 	 	 	/s/ Terry L. Lay
 

	Susan L. Williams	 	 	 	Terry L. Lay
	Vice President, Human Resources	 	 	 	 
	 
	 	 	 	 	 	 
	Date: May 25, 2005	 	 	 	Date: June 10, 2005








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