exv10w2






Exhibit 10.2




VF CORPORATION




AWARD CERTIFICATE



Restricted Common Stock



Number of Shares of Restricted Common Stock Awarded:


To:                (“Participant”)



I am pleased to advise you that you have been awarded the number of shares of Restricted Common
Stock set forth above under VF Corporation’s 1996 Stock Compensation Plan, as amended (the “1996
Plan”), subject to the terms and conditions set forth in the 1996 Plan and the attached Appendix.




	 	 	 	 	 
	 	VF CORPORATION

 	 
	 	By:  	 	 
	 	 	Eric C. Wiseman 	 
	 	 	Chairman and Chief Executive Officer 	 
	 


Dated: ___, 201_ (“Grant Date”)









 









 








VF CORPORATION




APPENDIX TO



AWARD CERTIFICATE



Terms and Conditions Relating to

Restricted Common Stock


1. Grant of Restricted Stock.





     (a) Grant of Restricted Common Stock under 1996 Plan. Participant has been granted the shares
of restricted common stock (the “Restricted Stock”) specified in the Award Certificate under VF
Corporation’s (the “Company’s”) 1996 Plan, copies of which have been provided to Participant. All
of the terms, conditions, and other provisions of the 1996 Plan are hereby incorporated by
reference into this document. Capitalized terms used in this document but not defined herein shall
have the same meanings as in the 1996 Plan. If there is any conflict between the provisions of
this document and the mandatory provisions of the 1996 Plan, the provisions of the 1996 Plan shall
govern. By accepting the grant of the Restricted Stock, Participant agrees to be bound by all of
the terms and provisions of the 1996 Plan (as presently in effect or later amended), the rules and
regulations under the 1996 Plan adopted from time to time, and the decisions and determinations of
the Committee made from time to time. The Restricted Stock shall be issued promptly hereafter in
Participant’s name but shall be subject to all provisions of this Award Certificate.



     (b) Certain Restrictions. One or more stock certificates evidencing the Restricted Stock
shall be issued in the name of Participant but shall be held and retained by the Company until the
restrictions set forth herein shall have lapsed. All such stock certificates shall bear the
following legend:




“The shares of Common Stock evidenced by this Certificate are subject to the terms and
conditions of a Restricted Stock Award Certificate dated________, 201_, between the
registered owner and VF Corporation; such shares are subject to forfeiture under the terms
of said Award Certificate; and such shares shall not be sold, transferred, assigned,
pledged, encumbered or otherwise alienated or hypothecated except pursuant to the
provisions of said Agreement, a copy of which is available from VF Corporation upon
request.”



     Until the shares of Restricted Stock have become vested in accordance with Paragraph 1(e), the
Restricted Stock shall be subject to a risk of forfeiture as provided in the 1996 Plan and this
document. Until vested, such Restricted Stock will be nontransferable, as provided in the 1996
Plan and Paragraph 1(d), and Participant agrees that, upon request of the Company, he will deliver
to the Company stock powers or other instruments of transfer or assignment, duly endorsed in blank
with signature guaranteed, corresponding to each certificate for Restricted Stock or distributions
thereon. If Participant shall fail to provide the Company with any such stock power or other
instrument of transfer or assignment, Participant hereby irrevocably appoints the Secretary of the
Company as his attorney-in-fact to execute and deliver any such power or other instrument which may
be necessary to effectuate the transfer of the Restricted Stock (or assignment of distributions
thereon) on the books and records of the Company. Participant is subject to the VF Code of Business
Conduct and related policies on insider trading.



          (c) Dividends and Adjustments. Participant shall be entitled to receive with respect to the
Restricted Stock all dividends and distributions payable on Common Stock (including for this
purpose any forward stock split) if and to the extent that he is the record owner of such
Restricted Stock on any record date





 









 







for such a dividend or distribution and he has not forfeited such Restricted Stock on or
before the payment date for such dividend or distribution, subject to the following terms and
conditions:





	 	(i)	 	Regular Cash Dividends. All cash distributions payable with respect to the
Restricted Stock shall be retained by the Company and reinvested in additional shares
of Common Stock to be issued in the name of Participant.
	 
	 	(ii)	 	Common Stock Dividends and Splits. If the Company declares and pays a
dividend or distribution on Common Stock in the form of additional shares of Common
Stock, or there occurs a forward split of Common Stock, then the Common Stock issued
or delivered as such dividend or distribution or resulting from such stock split will
be deemed to be additional Restricted Stock.
	 
	 	(iii)	 	Adjustments. If the Company declares and pays a dividend or distribution on
Common Stock that is not a regular cash dividend and not in the form of additional
shares of Common Stock, or if there occurs any other event referred to in Article XI
of the 1996 Plan, the Company shall retain any such dividend or distribution and the
Committee shall adjust the number of shares of Restricted Stock in a manner that will
prevent dilution or enlargement of Participant’s rights with respect to the Restricted
Stock, in an equitable manner determined by the Committee. In addition, the Committee
may vary the treatment of any dividend or distribution as specified under Section
1(c)(i), (ii) or (iii), in its discretion.
	 
	 	(iv)	 	Risk of Forfeiture of Restricted Stock Resulting from Dividends and
Adjustments. Shares of Restricted Stock that directly or indirectly result from
dividends or distributions on or adjustments to a share of Restricted Stock shall be
subject to the same risk of forfeiture as applies to the granted Restricted Stock.
	 
	 	(v)	 	Fractional Shares. No fractional shares shall be issued under this
Agreement. The Company will determine how to treat any fractional share or amounts
that would be deemed invested in a fractional share hereunder.





      (d) Non-Transferability. Until the Restricted Stock has become vested, neither Participant
nor any beneficiary shall have the right to, directly or indirectly, donate, sell, alienate,
assign, transfer, pledge, anticipate, or encumber (except by reason of death) any shares of
Restricted Stock, nor shall any such shares of Restricted Stock be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by
creditors of Participant or any beneficiary, or to the debts, contracts, liabilities, engagements,
or torts of Participant or any beneficiary or transfer by operation of law in the event of
bankruptcy or insolvency of Participant or any beneficiary, or any legal process.



      (e) Vesting and Forfeiture. The Restricted Stock will vest on _______, 201_ (the
“Stated Vesting Date”), except as otherwise provided herein, if the Participant continues to be an
employee of the Company through the Stated Vesting Date. If the foregoing condition is met and the
Restricted Stock vests, all restrictions on the Restricted Stock shall lapse and all shares of
Common Stock representing the Restricted Stock shall be delivered to Participant free of
restrictions. Except to the extent set forth in this Paragraph 1(e), upon Participant’s
Termination of Employment prior to the vesting of the Restricted Stock, all Restricted Stock shall
be canceled and forfeited and Participant shall have no further rights hereunder. If Termination
of Employment is due to Participant’s death or Disability (as defined below), a Pro Rata Portion
(as defined below) of Participant’s Restricted Stock shall vest at the date of Termination of
Employment, and delivery of the Pro Rata Portion of Restricted Stock free of any restrictions shall
occur as promptly as practicable following Termination of Employment due to death or Disability.
Certificates representing the shares of vested Restricted Stock shall be delivered promptly to
Participant, or delivery of such shares shall be made to Participant’s broker or in such other
commercially reasonable manner as the Company may determine, within ten business days after the
Restricted Stock becomes vested.



 









 






	 	(f)	 	Certain Definitions. The following definitions apply for purposes of this Agreement:
	 
	 	(i)	 	“Disability” means (A), if Participant has an Employment Agreement defining
“Disability,” the definition under such Employment Agreement, or (B), if Participant
has no Employment Agreement defining “Disability,” Participant’s incapacity due to
physical or mental illness resulting in Participant’s absence from his or her duties
with the Company on a full-time basis for 26 consecutive weeks, and, within 30 days
after written notice of termination has been given by the Company, Participant has not
returned to the full-time performance of his or her duties.
	 
	 	(ii)	 	“Pro Rata Portion” means a fraction the numerator of which is the number of
days that have elapsed from the Grant Date to the date of Participant’s Termination of
Employment and the denominator of which is the number of days from the Grant Date to
the Stated Vesting Date.
	 
	 	(iii)	 	“Termination of Employment” means termination of Participant’s employment
with the Company or any of its subsidiaries or affiliates in circumstances in which,
immediately thereafter, Participant is not employed by the Company or any of its
subsidiaries or affiliates. Service as a non-employee director shall not be treated
as employment for purposes of this Agreement.





      (g) Compliance with Code Section 409A. The Restricted Stock is intended to be exempt from
Section 409A of the Internal Revenue Code. The Participant will be subject to federal income
taxation no later than the Stated Vesting Date, regardless of any delay in delivery of the share
certificate thereafter.


2. Taxes.




      (a) If Participant properly elects, within thirty (30) days of the date of this Agreement, to
include in gross income for federal income tax purposes an amount equal to the fair market value
(as of the Grant Date) of the Restricted Stock, Participant shall make arrangements satisfactory to
the Committee to pay to the Company in 201_ any federal, state or local income taxes required to be
withheld with respect to such shares. If Participant shall fail to make such tax payments as are
required, the Company shall, to the extent permitted by law, have the right to deduct from any
payment of any kind otherwise due to Participant any federal, state or local taxes of any kind
required by law to be withheld with respect to the Restricted Stock.



      (b) If Participant does not make the election described in Paragraph 2(a) above, Participant
shall, no later than the date as of which the restrictions referred to in Paragraph 1(e) hereof
shall lapse, pay to the Company, or make arrangements satisfactory to the Company for payment of,
any federal, state or local taxes of any kind required by law to be withheld with respect to the
Restricted Stock, and the Company shall, to the extent permitted by law, have the right to deduct
from any payment of any kind otherwise due to Participant any federal, state, or local taxes of any
kind required by law to be withheld with respect to the Restricted Stock. Unless, at least 90
days before the Stated Vesting Date or any earlier applicable vesting date, Participant has made
separate arrangements satisfactory to the Company for the payment such mandatory withholding taxes,
the Company will withhold from the shares to be delivered upon vesting the number of whole shares
having a Fair Market Value nearest to but not exceeding the amount of such mandatory withholding
taxes.


3. Miscellaneous.




      (a) Binding Effect; Written Amendments. 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 and this document constitute the entire agreement between the parties with respect to
the Restricted Stock and supersede any prior agreements or documents with respect thereto. No
amendment, alteration, suspension, discontinuation or termination of this document which may impose
any additional obligation upon the Company or materially impair the rights of Participant with
respect to the Restricted Stock 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 impaired thereby, by Participant.




     (b) No Promise of Employment. The Restricted Stock 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 officer, employee or director of the Company or its subsidiaries for
any period of time, or at any particular rate of compensation.



     (c) 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.



     (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. Except as otherwise provided in this Agreement, Participant shall
have, with respect to all shares of Restricted Stock, all the rights of a shareholder of the
Company, including the right to vote the Restricted Stock.



     (f) Voluntary Participation. Participant’s participation in the Plan is voluntary. The value
of the Restricted Stock is an extraordinary item of compensation. As such, the Restricted Stock is
not part of normal or expected compensation for purposes of calculating any severance, change in
control payments, resignation, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments.