means any VF H&W Plan that provides or promises any
post-retirement health, medical or life insurance or similar benefits (whether
insured or self-insured).
"VF RSU" means each award of restricted share units with respect to VF Common
Stock granted under the VF Equity Plan (other than VF PSUs).
"VF SERP" means the V.F. Corporation Amended and Restated Supplemental Executive
Retirement Plan.
"VF Special Awards" means any restricted stock or restricted stock unit
designated as a special award by VF.
"VF Specified Rights" means any and all rights to enjoy, benefit from or enforce
any and all restrictive covenants, including covenants relating to
non-disclosure, non-solicitation, non-competition, confidentiality or
Intellectual Property, pursuant to any Employee Plan covering or with any
Kontoor Brands Employee, Kontoor Brands Contractor, VF Employee or VF Contractor
and to which any member of the Kontoor Brands Group or VF Group is a party
(other than Kontoor Brands Specified Rights).
"VF U.S. Qualified Pension Plan" means the V.F. Corporation Pension Plan.
(b)
Each of the following terms is defined in the Section set forth opposite
such term:
Term
Section
2019 Kontoor Brands Cash Bonuses
Section 7.02
2019 VF Cash Bonuses
Section 7.01
Delayed Transfer Period
Section 3.01(b)
Distribution
Preamble
Kontoor Brands
Preamble
Kontoor Brands Assumed Employee Liabilities
Section 2.01(b)
Kontoor Brands Bonus Plan
Section 7.02
Kontoor Brands Change in Control
Section 8.05(c)
Kontoor Brands Common Stock
Preamble
Kontoor Brands Directors Savings Plan
Section 5.08(a)
Kontoor Brands Equity Plan
Section 8.05(a)
Kontoor Brands FSAs
Section 6.04
Kontoor Brands Inactive Employee
Section 3.01(b)
Kontoor Brands NQ Savings Plan
Section 5.05(a)
6
TABLE OF CONTENTS
Term
Section
Kontoor Brands Option
Section 8.03(b)
Kontoor Brands PSU
Section 8.02(c)(i)(B)
Kontoor Brands Rabbi Trust
Section 5.05(f)
Kontoor Brands RSU
Section 8.01(a)
Kontoor Brands Special Awards
Section 8.04(a)
Personnel Records
Section 9.01
Restricted Period
Section 11.08(a)
VF
Preamble
VF Board
Preamble
VF Change in Control
Section 8.05(c)
VF Common Stock
Preamble
VF Rabbi Trust
Section 5.05(f)
VF Retained Employee Liabilities
Section 2.01(a)
ARTICLE 2
GENERAL ALLOCATION OF LIABILITIES; INDEMNIFICATION
Section 2.01. Allocation of Employee-Related Liabilities.
(a)
Subject to the terms and conditions of this Agreement, effective as of
the Distribution Date, VF shall, or shall cause the applicable member of the VF
Group to, assume and retain, and no member of the Kontoor Brands Group shall
have any further obligation with respect to, any and all Liabilities
(i) relating to, arising out of or in respect of any VF Participant or any VF
Plan, in each case, other than any Kontoor Brands Assumed Employee Liabilities
(as defined below), or (ii) attributable to actions expressly specified to be
taken by any member of the VF Group under this Agreement, in each case,
(x) whether arising before, on or after the Distribution Date, (y) whether based
on facts occurring before, on or after the Distribution Date and
(z) irrespective of which Person such Liabilities are asserted against or which
Person such Liabilities attached to as a matter of Applicable Law or contract or
(iii) expressly assumed or