EXHIBIT 10
AMENDED AND RESTATED
TENTH SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION
PURSUANT TO THE VF CORPORATION AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Article I. Purpose.
The purpose of this Amended and Restated Tenth Supplemental Annual Benefit Determination (the
Determination), which is effective as of February 7, 2006, 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 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, but without regard to the amount set forth in Appendix
IV to the Pension Plan for the 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 Corporations 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 Corporations 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 Participants 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 Participants 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 Corporations 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 Participants
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 Participants 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 Participants
Termination of Employment prior to the Earning Date for a
Performance Cycle, for the Plan Year in which occurs the
Participants Termination of Employment). Notwithstanding the
foregoing or anything to the contrary in this Determination, the
amount includible under this Determination as Compensation for
purposes of the Pension Plan formula with respect to the
Participants participation in the Mid-Term Incentive Plan is
frozen at the amount determined on April 30, 2009. A
Participants Supplemental Pension under this Determination and the
SERP shall not increase after April 30, 2009 by reason of the
Participants participation in or Stock Units earned under the
Mid-Term Incentive Plan after April 30, 2009.
(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
Participants 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 Participants employment with the Corporation
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(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 Participants 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.
4.04 Form of Supplemental Pension:
(a) Benefits Not Subject to Code Section 409A. This Section
4.04(a) shall apply solely to the portion of a Participants
Supplemental Pension which is not subject to the requirements of
Section 409A of the Code. 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(a), payment of Supplemental Pension
benefits hereunder shall commence at the same time as the
Participants or Beneficiarys 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
recipients 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 Participants Supplemental Pension under this
Determination.
(b) Benefits Subject to Code Section 409A. This Section
4.04(b) shall apply solely to the portion of a Participants
Supplemental Pension which is subject to the requirements of Section
409A of the Code. The Supplemental Pension shall be paid to the
Participant in a lump sum in cash. The lump sum payment shall be
made to the Participant on the first business day of the month
following the later of (i) six months after the date of the
Participants separation from service, or (ii) the Participants
attainment of age 55. If a Participant dies while employed, his or
her Beneficiary shall, on the first business day of the month
following the date which is six months after the Participants date
of death, receive in a lump sum the actuarial present value of the
Participants Supplemental Pension under this Determination.
(c) Present Value Calculation. In the case of an unmarried
Participant who dies while employed after the Board of Directors
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adoption of certain design modifications to the Pension Plan and the
SERP on December 9, 2003, the present value of his or her
Supplemental Pension under this Determination shall be determined as
if such design modifications had not been adopted. The lump sum
actuarial present value calculations shall be based on (i) an
interest rate assumption equal to, under Section 4.04(a), 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, under Section 4.04(b), the yield for the Moodys Aa
corporate bond index as of the last business day of the calendar
quarter in which the Participants last day worked for purposes of
the Pension Plan occurs (or, if the time of payment is determined by
the Participants attainment of age 55 under Section 4.04(b)(ii), as
of the last business day preceding the beginning of the calendar
quarter in which the Participant attains age 55), and (ii) 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 (a)
earned Stock Units as PeRS under the Mid-Term Incentive Plan for any Performance Cycle through the
Performance Cycle commencing with the Corporations 2003 fiscal year, or (b)(i) earned Stock Units
as PRSUs under the Mid-Term Incentive Plan for any Performance Cycle commencing with or after the
Corporations 2004 fiscal year, and (ii) were not participants in the Corporations Discretionary
Executive Bonus Plan (or any successor thereto) (the DEBP) during the final year of the
applicable Performance Cycle; 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. Notwithstanding the
foregoing, with respect to subsection (b)(i) and (ii) above, the VF Pension Plan Committee shall be
authorized and empowered to make such determination as it deems appropriate of the eligibility, if
any, to participate and of the extent of participation in this Determination of any Employee (x)
whose Termination of Employment occurs prior to the Earning Date for a Performance Cycle, or (y)
who is eligible for a pro rata bonus under the DEBP with respect to the final year of a Performance
Cycle. Notwithstanding the foregoing or anything to the contrary in this Determination,
participation in this Determination is frozen effective on April 30, 2009, and no Employee shall
become a Participant in this Determination after April 30, 2009 by reason of participation in or
earning Stock Units under the Mid-Term Incentive Plan after April 30, 2009.
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.
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Article VII. Adoption.
This Determination was originally 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 Determination was amended and restated by the Board of Directors on and effective as of
February 7, 2006, in order (i) to preserve the favorable tax treatment available to benefits earned
and vested under the Determination on or before December 31, 2004 in view of the enactment of
Section 409A of the Code and the issuance of regulations thereunder by the Department of the
Treasury, and (ii) with respect to all other benefits earned under the Determination, to comply
with the requirements of Section 409A and the regulations thereunder. The Board of Directors
reserves the right to amend the Determination, either retroactively or prospectively, in whatever
respect is required to achieve and maintain compliance with the requirements of Section 409A of the
Code and the regulations thereunder. By action of the Board of Directors on April 28, 2009,
participation in and benefits under this Determination were frozen effective on April 30, 2009.
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