exv10w2



 





Exhibit 10.2



TENTH SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION

PURSUANT TO THE VF CORPORATION AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




Article I. Purpose.


The purpose of this Tenth Supplemental Annual Benefit Determination (the
“Determination”) is to provide to designated Participants a Supplemental
Pension under the VF Corporation Amended and Restated Supplemental Executive
Retirement Plan (the “SERP”).




Article II. Definitions.


As used herein, words and phrases shall have such meanings as are set forth in
the SERP, the VF Corporation Pension Plan (“Pension Plan”), and the VF Mid-Term
Incentive Plan and VF 2004 Mid-Term Incentive Plan (collectively, the “Mid-Term
Incentive Plan”), which are implemented under the VF 1996 Stock Compensation
Plan. “Committee” shall mean the Organization and Compensation Committee of
the Board of Directors of VF Corporation, or any successor committee thereto.




Article III. Eligibility for Benefits.


The Supplemental Pension shall be payable to the Participant if his or her
employment ceases by reason of: 1) retirement on his or her Normal Retirement
Date, 2) termination of employment or 3) death while an Employee.




Article IV. Supplemental Pension Benefits.



          4.01       Normal Retirement: The Participants in this Determination shall
receive the following Supplemental Pension payable at Normal or Late
Retirement:




(a)       The Normal Retirement Benefit otherwise payable to
the Participant under the Pension Plan computed
without reduction for any maximum contribution,
benefit or compensation limitations imposed by ERISA
or the Code on the Corporation and including in the
Normal Retirement Benefit calculation any compensation
deferred by Participant, and by including as
Compensation for purposes of the Pension Plan: (i)
for each Performance Cycle under the Mid-Term
Incentive Plan through the Performance Cycle
commencing with the Corporation’s 2003 fiscal year,
the fair market value of 100% of the Stock Units
earned by the Participant as PeRS for such Performance
Cycle; and (ii) for each Performance Cycle under the
Mid-Term Incentive Plan commencing with or after the
Corporation’s 2004 fiscal year, the



 









 






fair market value of the number of Stock Units earned
by the Participant as PRSUs for such Performance Cycle
determined by multiplying the total number of Stock
Units earned by the Participant as PRSUs for the
Performance Cycle by the percentage of the
Participant’s Target PRSUs for that Performance Cycle
designated by the VF Pension Plan Committee as
potentially includible under this Determination as
Compensation for purposes of the Pension Plan formula.
The fair market value of such Stock Units shall be
determined as of the last day of the Performance Cycle
for which such Stock Units are earned; provided,
however, that in the event of the Participant’s
Termination of Employment prior to the Earning Date
for a Performance Cycle, the fair market value of such
Stock Units shall be determined (x) as of the last day
of the Corporation’s fiscal year which includes the
Proration Date for situations governed by Section
8(a)(i), (ii) or (iii) of the Mid-Term Incentive Plan
(Disability or Retirement, death, or involuntary
separation by the Corporation not for Cause prior to a
Change in Control), or (y) as of the Participant’s
Termination of Employment for situations governed by
Section 8(a)(iv) of the Mid-Term Incentive Plan (at or
after a Change in Control, involuntary separation by
the Corporation not for Cause or Termination by the
Participant for Good Reason). The amount includible
as Compensation for purposes of the Pension Plan
formula with respect to the Participant’s
participation in the Mid-Term Incentive Plan shall be
considered Compensation for the respective Plan Year
in which the respective Performance Cycle for which
the Stock Units are earned ends (or in the event of
the Participant’s Termination of Employment prior to
the Earning Date for a Performance Cycle, for the Plan
Year in which occurs the Participant’s Termination of
Employment).




(b)       The Supplemental Pension set forth in Section
4.01(a) shall be reduced by any benefits payable to
the Participant under the Pension Plan.



          4.02       Termination of Employment: The Supplemental Pension payable by
reason of the Participant’s termination of employment shall be equal to the
benefit provided by Section 4.01 above multiplied by a fraction (not greater
than 1.0). The numerator of this fraction shall be the number of full and part
years of the Participant’s employment with the Corporation (counting as years
of employment for purposes of the numerator the Years of Credit with which the
Participant is credited under the Second Amended Supplemental Annual Benefit
Determination or any other Supplemental Annual Benefit Determination under the
SERP). The denominator of this fraction shall be the number of full and part
years of the Participant’s employment as if the Participant had been employed
until Normal Retirement Date.



          4.03       Death While an Employee: The Supplemental Pension payable upon the
death of the Participant while an Employee shall be as provided by Section
4.02.



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          4.04       Form of Supplemental Pension: The form of benefits payable to the
Participant shall be the form which has been elected under the Pension Plan
unless the Participant or Beneficiary has elected a different form under this
Determination. Except as otherwise provided in this Section 4.04, payment of
Supplemental Pension benefits hereunder shall commence at the same time as the
Participant’s or Beneficiary’s benefits commence under the Pension Plan, and
shall be subject to the same reductions for commencement of payments prior to
Normal Retirement Date as apply to the recipient’s benefits under the Pension
Plan. Notwithstanding the foregoing, a Participant may elect to receive in a
lump sum the actuarial present value of his or her Supplemental Pension under
this Determination, and if a Participant dies while employed, his or her
Beneficiary may elect to receive in a lump sum the actuarial present value of
the Participant’s Supplemental Pension under this Determination. The lump sum
actuarial present value calculations shall be based on an interest rate
assumption equal to the expected rate of return on assets for financial
accounting purposes under the Pension Plan for the year in which the lump sum
payment is to be made and on the mortality assumption set forth in the Pension
Plan for purposes of calculating lump sum payments.



Article V. Participants.


The Committee designates as Participants for purposes of this Determination any
Employees who at any time earned Stock Units as PeRS or PRSUs under the
Mid-Term Incentive Plan, provided, however, that any Employees who have been
designated in any other SERP Determination shall be excluded from this
Determination to the extent that such other Determination provides for the
Supplemental Pension set forth above.




Article VI. Vesting.


The Participant shall become vested in the Supplemental Pension payable
pursuant to this Determination upon satisfaction of the vesting period provided
in the SERP. Nothing in this Determination shall preclude the Board of
Directors from discontinuing eligibility to participate in the SERP and this
Determination at any time before the Participant shall become vested hereunder.




Article VII. Adoption.


This Determination was approved and adopted by the Board of Directors of the
Corporation on October 17, 2001, effective as of the January 1, 1999 effective
date of the Mid-Term Incentive Plan. This document includes all amendments
adopted through April 27, 2004.





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