kontoor2021ex1042formofa






Exhibit 10.42    Standard Form  WBD (US) 53567099v5    KONTOOR BRANDS, INC.    AWARD CERTIFICATE    Performance-Based Restricted Stock Units (“PRSUs”) for   Three-Year Performance Cycle Fiscal Years 20[__]-20[__]under the  Mid-Term Incentive Plan  (Standard Form)          Target PRSUs Awarded: _________             To: __________________ (the “Participant”)    I am pleased to advise you that you have been awarded the opportunity to earn from 0% to  200% of the number of Performance-Based Restricted Stock Units set forth above under the  Mid-Term Incentive Plan of Kontoor Brands, Inc. (the “Company”) for the Performance  Cycle commencing at the beginning of fiscal 20[__] and ending on the final day of fiscal 20[__]  under the terms and conditions set forth in the attached Appendix.  The actual number of  shares of the Company’s Stock, if any, that you may receive at the end of the Performance  Cycle will depend, among other things as described in the Appendix, on the level of  achievement over the Performance Cycle of specified performance goals set by the Talent  and Compensation Committee of the Company’s Board of Directors.             KONTOOR BRANDS, INC.                            By: __________________________          Tammy Heller         Chief Human Resources Officer            Grant Date:  ______________           





 






    Page 2  WBD (US) 53567099v5  KONTOOR BRANDS, INC.    APPENDIX TO     PRSUs AWARD CERTIFICATE  (i) Terms and Conditions Relating to  Performance-Based Restricted Stock Units (“PRSUs”)  (Standard Form)  1. Opportunity to Earn PRSUs.  Participant has been designated as having the opportunity to earn Performance-Based  Restricted Stock Units (“PRSUs”) under the Kontoor Brands, Inc. (the “Company”) Mid-Term Incentive  Plan, as it may be amended (the “Mid-Term Plan”), for the three-fiscal-year Performance Cycle specified  in the Award Certificate (the “Performance Cycle”).  Subject to the terms and conditions of the Mid-Term  Plan and this Agreement, Participant will have the opportunity to earn from 0% to [200%] of the targeted  number of PRSUs (the “Target PRSUs”) for the Performance Cycle.  The number of Target PRSUs shall  be the number set forth on the Award Certificate plus additional cash or PRSUs resulting from Dividend  Equivalents and adjustments, as specified in Section 3(c).  2. Incorporation of Plans by Reference; Certain Restrictions.  (a) PRSUs that may be earned by the Participant represent Stock Units under the  Company’s Mid-Term Plan (as it may be amended, the “Mid-Term Plan”) and 2019 Stock Compensation  Plan (as it may be amended, the “2019 Plan”), copies of which have been made available to Participant.   All of the terms, conditions, and other provisions of the Mid-Term Plan and the 2019 Plan (together, the  “Plans”) are hereby incorporated by reference into this document.  Except as otherwise provided herein,  capitalized terms used in this document but not defined herein shall have the same meanings as in the Mid- Term Plan.  If there is any conflict between the provisions of this document and the provisions of the Plans,  the provisions of the 2019 Plan shall govern.  (b) Until PRSUs have become earned in accordance with Section 4, PRSUs shall be  subject to a risk of forfeiture as provided in the Plans and this document. Until such time as the PRSUs  have become settled by delivery of shares in accordance with Section 6, PRSUs will be nontransferable, as  provided in the Plans and Section 3(d). Participant is subject to the Company’s Code of Business Conduct  and related policies on insider trading restricting Participant’s ability to sell shares of the Company’s  Common Stock received in settlement of PRSUs, which may include “blackout” periods during which  Participant may not engage in such sales.  3. General Terms of PRSUs.  (a) Each PRSU represents a conditional right of the Participant to receive, and a  conditional obligation of the Company to deliver, one share of the Company’s Common Stock, at the times  specified hereunder and subject to the terms and conditions of the Plans and this document.  (b) Not later than the Determination Date specified in Section 6(c) of the Mid-Term  Plan following the end of a given Performance Cycle, the Committee will make a final determination of the  





 






    Page 3  WBD (US) 53567099v5  extent to which the performance goals for that Performance Cycle were achieved and the number of PRSUs  earned for that Performance Cycle.    (c) An account will be maintained for Participant for purposes of the Mid-Term Plan,  to which the initial number of Target PRSUs for each Performance Cycle initially shall be credited.   Dividend Equivalents will be credited on the PRSUs in accordance with Section 7(b) of the Mid-Term Plan.   The Committee may vary the manner and terms of crediting Dividend Equivalents during or following the  end of the Performance Cycle, for administrative convenience or any other reason, provided that the  Committee determines that any alternative manner and terms result in equitable treatment of Participant  and subject to the provisions of Section 7(b) of the Mid-Term Plan.  The number of Target PRSUs and the  terms of PRSUs will be subject to adjustment upon the occurrence of certain extraordinary corporate events  specified in Section 7(b) of the Mid-Term Plan and otherwise in accordance with Section 6(b) of the Mid- Term Plan, such adjustments to be made by the Committee in order to prevent dilution or enlargement of  Participant’s opportunity to earn incentive compensation under this Agreement.  Thus, the percentage of  Target PRSUs earned under Section 4 will include the additional cash or PRSUs resulting from the crediting  of Dividend Equivalents.  (d) PRSUs are non-transferable to the extent specified in Section 9(h) of the Mid-Term  Plan.  4. Earning of PRSUs.  (a) PRSUs for the Performance Cycle will be earned in accordance with Sections 6(a)  and 6(c) of the Mid-Term Plan as follows:  The Performance Goal set forth herein must be achieved at the levels specified by the  Committee in order for PRSUs to be earned for the Performance Cycle.  Performance shall be based on the  Company’s ability to achieve the [annual] growth targets for [Earnings Per Share and Cash Flow] [Insert  performance goals], as defined and interpreted by the Committee, by the end of the Performance Cycle, and  further subject to the Committee’s discretion to impose a modifier such as total shareholder return and/or  to impose or modify performance terms and condition(s)).  To determine the number of PRSUs earned, the  growth targets achieved will be averaged together. For this purpose, the designation of target performance,  the achievement of which is required for the earning of the Target PRSUs, and threshold and maximum  performance and the corresponding number of PRSUs deemed earned (with the maximum level of  performance corresponding to the earning of ]200%] of the target number of PRSUs), have been (or will  be) specified by the Committee for the fiscal years in the Performance Cycle.   Performance and the percentage of Target PRSUs earned will be interpolated, if the  performance achieved is between threshold and target or between target and maximum.  The Committee  retains complete discretion in setting the financial goals and related terms that are incorporated into this  Performance Goal.  (b) At the Determination Date, at which time the Committee will have determined  whether and the extent to which the Performance Goals designated by the Committee in accordance with  this Section 4 have been achieved and made other determinations authorized hereunder, any PRSUs that  are determined to have not been earned shall cease to be earnable and shall be cancelled.  5. Effect of Termination of Employment.  (a) Upon Participant’s Termination of Employment prior to the end of a given  Performance Cycle, the Participant’s unearned PRSUs relating to that Performance Cycle shall cease to be  





 






    Page 4  WBD (US) 53567099v5  earnable and shall be cancelled, except to the extent (X) provided in Section 8 of the Mid-Term Plan (which  provides for settlement of a specified portion of the PRSUs in certain cases of death, disability, Retirement,  termination by the Company not for Cause, and certain other circumstances, including certain terminations  following a Change in Control) or (Y) otherwise provided herein.  (b) Notwithstanding the provisions of Section 5(a) herein, the following provisions  shall apply in the event of Participant’s Retirement or Early Retirement:  (i) In the event of Participant’s Termination of Employment due to  Retirement (as defined herein), the Participant shall be entitled to receive settlement of the total  number of PRSUs actually earned for the Performance Cycle in accordance with Section 6(c) of  the Mid-Term Plan as accordance with the terms of Section 8(a)(i) of the Mid-Term Plan. For the  purposes herein, “Retirement” shall mean a Termination of Employment when the aggregate of  Participant’s age plus years of service equals at least 65, provided that, unless the Committee  determines otherwise, (A) in no event shall a Termination of Employment be deemed a Retirement  unless Participant at the date of his or her Termination of Employment is at least age 55 and has at  least two years of service; and (B) a Termination of Employment shall not be deemed a Retirement  unless the Participant provides at least six (6) months’ written notice of his or her intent to retire to  the Company prior to his or her date of Termination of Employment in form acceptable to the  Committee.  (ii) In the event of Participant’s Termination of Employment due to Early  Retirement (as defined herein), the Participant shall be entitled to receive settlement of a Pro Rata  Portion of the total number of PRSUs that would have been actually earned for the Performance  Cycle in accordance with Section 6(c) of the Mid-Term Plan, assuming for this purpose that  Participant had continued employment throughout the Performance Cycle.  The proration date shall  be date of Participant’s Termination of Employment. For the purposes herein, “Early Retirement”  shall mean a Termination of Employment when the aggregate of Participant’s age plus years of  service equals at least 62, provided that, unless the Committee determines otherwise, (A) in no  event shall a Termination of Employment be deemed an Early Retirement unless Participant at the  date of his or her Termination of Employment is at least age 55 and has at least two years of service;  and (B) a Termination of Employment shall not be deemed an Early Retirement unless the  Participant provides at least six (6) months’ written notice of his or her intent to retire to the  Company prior to his or her date of Termination of Employment in form acceptable to the  Committee. The settlement of PRSUs for any such Performance Cycle shall occur promptly (and  in any event not later than the Settlement Deadline) following completion of that Performance  Cycle.  Any deferral election filed by Participant shall be effective and apply at the time of  settlement of the PRSUs.  6. Settlement of PRSUs.  (a) PRSUs that are earned will be settled by delivery of one share of Common Stock  for each PRSU.  Such settlement will occur in accordance with Section 9 of the Mid-Term Plan. Participant  may not elect to defer receipt of Common Stock issuable in settlement of PRSUs.  (b) Whenever Common Stock is to be delivered hereunder, the Company shall deliver  to the Participant or the Participant’s Beneficiary one or more certificates representing the shares of  Common Stock, registered in the name of the Participant, the Beneficiary, or in such other form of  registration as instructed by the Participant, except that the Committee may provide for alternative methods  of delivery for administrative convenience.  The obligation of the Company to deliver Common Stock  





 






    Page 5  WBD (US) 53567099v5  hereunder is conditioned upon compliance by the Participant and by the Company with all applicable  Federal and state securities and other laws and regulations.  7. Tax Withholding.  Participant shall be responsible for payment of any federal, state, foreign or local taxes of  any amount required to be paid with respect to the grant or settlement of the PRSUs and any Dividend  Equivalents or otherwise in connection with the PRSUs.  In furtherance of the tax withholding obligations  imposed under Section 9(g) of the Mid-Term Plan, the Company will withhold from cash payable as  Dividend Equivalents and from the shares deliverable in settlement of PRSUs cash plus the number of  shares having an aggregate Fair Market Value the sum of which shall equal applicable governmental tax  withholding requirements, but with share withholding rounded to the nearest whole share.  8. Binding Effect; Integration; Amendment.  The terms and conditions set forth in this document shall be binding upon the heirs,  executors, administrators and successors of the parties.  The Award Certificate, this document, and the  Plans constitute the entire agreement between the parties with respect to the PRSUs and supersede any prior  agreements or documents with respect thereto.  No amendment, alteration, suspension, discontinuation or  termination of this document that may impose any additional obligation upon the Company or materially  adversely affect the rights of the Participant with respect to the PRSUs shall be valid unless in each instance  such amendment, alteration, suspension, discontinuation or termination is expressed in a written instrument  duly executed in the name and on behalf of the Company and, if Participant’s rights are materially adversely  affected thereby, by Participant.  9. PRSUs subject to Forfeiture Policy for Equity and Incentive Awards.  The PRSUs subject to this Award Certificate are subject to the Company’s Forfeiture  Policy for Equity and Incentive Awards or other forfeiture or recoupment policies or arrangements, each as  in effect from time to time and as applicable to Participant.  Such policies or arrangements impose  conditions that may result in forfeiture of such PRSUs or the proceeds to Participant resulting from such  PRSUs (a so-called “clawback”) in certain circumstances if the Company’s financial statements are  required to be restated as a result of misconduct or upon the occurrence of other events as described in such  policies or arrangements.  10. Miscellaneous.  (a) No Promise of Continued Employment.  The PRSUs and the granting thereof shall  not constitute or be evidence of any agreement or understanding, express or implied, that Participant has a  right to continue as an employee or service provider of the Company for any period of time, or at any  particular rate of compensation.  (b) Governing Law.  The validity, interpretation, construction and performance of this  Agreement shall be governed by the laws (but not the law of conflicts of laws) of the State of North Carolina  and applicable federal law.  (c) Unfunded Obligations.  The grant of the PRSUs and any provision for distribution  in settlement of Participant’s Account hereunder shall be by means of bookkeeping entries on the books of  the Company and shall not create in Participant any right to, or claim against any, specific assets of the  Company, nor result in the creation of any trust or escrow account for Participant.  With respect to  





 






    Page 6  WBD (US) 53567099v5  Participant’s entitlement to any distribution hereunder, Participant shall be a general creditor of the  Company.  (d) Notices.  Any notice to be given the Company under this Agreement shall be  addressed to the Company at its principal executive offices, in care of the Vice President–Human  Resources, and any notice to Participant shall be addressed to Participant at Participant’s address as then  appearing in the records of the Company.  (e) Shareholder Rights.  Participant and any beneficiary shall not have any rights with  respect to shares (including voting rights) covered by this Agreement prior to the settlement and distribution  of the shares as specified herein.