SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 5, 2007
PHILLIPS-VAN HEUSEN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-7572
13-1166910
(Commission File Number)
(IRS Employer Identification Number)
200 Madison Avenue, New York, New York 10016
(Address of Principal Executive Offices)
Registrant’s telephone number (212)-381-3500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Compensation Committee of the Board of Directors of Phillips-Van Heusen Corporation (the “Company”) met on April 5, 2007 and approved the following matters relating to the compensation of the Company’s named executive officers, other than Emanuel Chirico, Chief Executive Officer (i.e., Michael Shaffer, Executive Vice President and Chief Financial Officer, Allen Sirkin, President and Chief Operating Officer, Francis K. Duane, Vice Chairman, Wholesale, Michael Zaccaro, Vice Chairman, Retail, and Paul Thomas Murry, President and Chief Operating Officer, Calvin Klein, Inc.):
1.
Mr. Shaffer’s base salary was raised to $475,000 per annum. Mr. Zaccaro’s base salary was raised to $750,000. Each of these increases is effective June 1, 2007.
2.
The Committee approved a grant of options and restricted stock unit awards to the Company’s named Executive Officers, other than Mr. Chirico, under the Company’s 2006 Stock Incentive Plan as follows:
Named Executive Officer | Options | Restricted Stock Units |
Michael Shaffer | 20,000 | 5,000 |
Allen Sirkin | 0 | 7,500 |
Francis K. Duane | 24,000 | 6,000 |
Michael Zaccaro | 12,000 | 3,000 |
Paul Thomas Murry | 10,000 | 2,500 |
The grant date for the options and the restricted stock unit awards was April 5, 2007. All option grants reflect the number of shares of the Company’s common stock that may be purchased upon the vesting of the options. The options vest in four equal installments on each of the first, second, third and fourth anniversaries of the date of grant. The exercise price for the options is $58.60 per share, which is equal to the closing price of the Company’s common stock on the date of grant. The options have a term of 10 years are subject to the other terms set forth in the Company’s standard option grant agreement, which was approved by the Compensation Committee on April 5, 2007 and is attached hereto as an Exhibit.
The restricted stock units represent the contingent right to receive one share of Company common stock for each unit awarded, subject to vesting. The restricted stock units awarded vest in increments of 25%, 25% and 50% on the second, third and fourth anniversaries of the date of grant and are settled by the delivery of stock as soon as practicable after the vesting date. Holders will receive, upon vesting, in cash, the value of cash dividends that were payable on an equal number of shares of Company common stock during the restricted period. If a stock dividend is declared on the Company common stock during the restricted period, the holder will receive, upon vesting, the number of securities that were deliverable to a holder of a number of shares of Company common stock equal to the number of restricted stock units held by the holder as of the dividend record date. &nbs p;All awards become fully vested upon a termination of employment due to the holder’s death or retirement. In all other cases, upon the termination of employment unvested restricted stock units are forfeited. The awards are subject to the other terms set forth in the Company’s standard restricted stock unit agreement, which was approved by the Compensation Committee on April 5, 2007 and is attached hereto as an Exhibit.
Item 9.01
Financial Statements And Exhibits.
(c)
Exhibits:
Exhibit Description
10.1
Form of Stock Option Agreement for Associates under the Phillips-Van Heusen 2006 Stock Incentive Plan
10.2
Form of Restricted Stock Unit Agreement for Associates under the Phillips-Van Heusen 2006 Stock Incentive Plan
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PHILLIPS-VAN HEUSEN CORPORATION
By: | /s/ Mark D. Fischer |
| Mark D. Fischer, Vice President |
Date: April 11, 2007
EXHIBIT 10.1
PHILLIPS-VAN HEUSEN CORPORATION
2006 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AWARD AGREEMENT
NOTICE OF STOCK OPTION GRANT
Phillips-Van Heusen Corporation (the "Company") grants to the Optionee named below an option (the "Option") to purchase, in accordance with the terms of the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan (the "Plan") and this nonqualified stock option agreement (this "Agreement"), the number of shares of Common Stock of the Company (the "Shares") at the exercise price per share (the "Exercise Price") as follows:
OPTIONEE |
| |
OPTIONS GRANTED | [ ] Shares | |
EXERCISE PRICE PER SHARE | [The closing price of the Company's stock on the Date of Grant] | |
DATE OF GRANT |
| |
EXPIRATION DATE |
| |
VESTING SCHEDULE | Options will vest in four substantially equal installments on the following dates, subject to the Optionee being employed by the Company on each such date: | |
| Vesting Date | Options Vesting |
[First Anniversary of the Date of Grant] | [25% of Award] | |
[Second Anniversary of the Date of Grant] | [25% of Award] | |
[Third Anniversary of the Date of Grant] | [25% of Award] | |
[Fourth Anniversary of the Date of Grant] | [25% of Award] | |
AGREEMENT
1.
Grant of Option. The Company hereby grants to the Optionee the Option to purchase the Shares at the Exercise Price, subject to the terms, definitions and provisions of the Plan and this Agreement. All terms, provisions, and conditions applicable to the Option set forth in the Plan and not set forth herein are incorporated by reference. Other than with respect to paragraph b of Section 4 hereof, to the extent any provision hereof is inconsistent with a provision of the Plan the provisions of the Plan will govern. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.
2.
Exercise of Option.
a.
Right to Exercise. This Option shall be exercisable on or prior to the expiration date set forth above (the "Expiration Date"), in accordance with the vesting schedule set forth above (the "Vesting Schedule") and with the applicable provisions of the Plan and this Agreement. In no event may this Option be exercised after the Expiration Date.
b.
Method of Exercise. This Option shall be exercisable only by delivery of an exercise notice (the "Exercise Notice") which shall state the election to exercise the Option, the whole number of Shares in respect of which the Option is being exercised and such other provisions as may be required by the Committee. Such Exercise Notice shall be signed by the Optionee and shall be delivered by mail or fax, to the Company’s designee accompanied by payment of the Exercise Price. The Company may require the Optionee to furnish or execute such other documents as the Company shall reasonably deem necessary (i) to evidence such exercise and (ii) to comply with or satisfy the requirements of the Securities Act of 1933, as amended, the Exchange Act, or any Applicable Laws. The Option shall be deemed to be exercised upon receipt by the Company’s designee of such written notice accompanied by the Exercise Price.
c.
Taxes. Pursuant to Section 14 of the Plan, the Company shall have the power and the right to deduct or withhold, or require the Optionee to remit to the Company, an amount sufficient to satisfy any applicable tax withholding requirements applicable to this Option. The Company may condition the delivery of Shares upon the Optionee’s satisfaction of such withholding obligations. To the extent permitted by the Committee, the Optionee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory tax withholding rate that could be imposed on the transaction (or such other rate that will not result in a negative accounting impact). Such election shall be irrevocable, made in writing, signed by the Optionee, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, dee ms appropriate.
3.
Method of Payment. Pursuant to Section 6(f) of the Plan and subject to such limitations as the Committee may impose (including prohibition of one or more of the following payment methods), payment of the Exercise Price may be made in cash or by check, by delivery of shares of Common Stock of the Company or a combination thereof.
4.
Termination of Employment and Expiration of Exercise Period.
a.
Termination of Employment. If the Optionee's employment with the Company and its Subsidiaries is terminated, the Optionee may exercise all or part of this Option prior to the expiration dates set forth in paragraph b. herein, but only to the extent that the Option had become vested before the Optionee's employment terminated. Notwithstanding the above, if the Optionee's termination of employment (i) is due to Retirement, or (ii) is due to death, the Option shall become 100% vested and shall remain exercisable until the expiration dates determined pursuant to paragraph b. of this Section.
When the Optionee's employment with the Company and its Subsidiaries terminates (except when due to Retirement or death), this Option shall expire immediately with respect to the number of Shares for which the Option is not yet vested. If the Optionee dies after termination of employment, but before the expiration of the Option, all or part of this Option may be exercised (prior to expiration) by the personal representative of the Optionee or by any person who has acquired this Option directly from the Optionee by will, bequest or inheritance, but only to the extent that the Option was vested and exercisable upon termination of the Optionee’s employment.
b.
Expiration of Exercise Period. Upon termination of the Optionee’s employment with the Company and its Subsidiaries, the Option shall expire on the earliest of the following occasions:
i.
The Expiration Date;
ii.
The date three months following the termination of the Optionee’s employment for any reason other than death, Cause or Retirement;
iii.
The date three years following the termination of the Optionee's employment due to Retirement;
iv.
In the event of the death of the Optionee, the date three months following the qualification of a representative of the Optionee's estate; or
v.
The date of termination of the Optionee’s employment for Cause.
5.
Transferability of Option. The Option may not be transferred, pledged, assigned, or otherwise disposed of, except (i) by will or the laws of descent and distribution or (ii) for no consideration, subject to such rules and conditions as may be established by the Committee, to a member or members of the Optionee’s Immediate Family. For purposes of this Option Agreement, the Optionee’s “Immediate Family” means the Optionee's children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, former spouse, siblings, nieces, nephews, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships or any person sharing the Optionee's household (other than a tenant or employee).
6.
Miscellaneous Provisions.
a.
Rights as a Stockholder. Neither the Optionee nor the Optionee's transferee or representative shall have any rights as a stockholder with respect to any Shares subject to this Option until the Option has been exercised and Share certificates have been issued to the Optionee, transferee or representative, as the case may be.
b.
Regulatory Compliance and Listing. The issuance or delivery of any certificates representing Shares issuable pursuant to this Agreement may be postponed by the Committee for such period as may be required to comply with any applicable requirements under the federal or state securities laws, any applicable listing requirements of the New York Stock Exchange, and any applicable requirements under any other Applicable Law, and the Company shall not be obligated to deliver any such Shares to the Optionee if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority or the New York Stock Exchange, or the Optionee shall not yet have complied fully with the provisions of Paragraph 2(c) hereof. Assuming compliance with Applicable Laws, for income tax purposes, the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Sh ares. The Company shall not be liable to the Optionee for any damages relating to any delays in issuing the certificates to the Optionee, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or the certificates themselves.
c.
Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
d.
Modification or Amendment. This Agreement may only be modified or amended by written agreement executed by the parties hereto; provided, however, that the adjustments permitted pursuant to Section 16 of the Plan may be made without such written agreement.
e.
Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.
f.
References to Plan. All references to the Plan shall be deemed references to the Plan as may be amended.
g.
Headings. The captions used in this Agreement are inserted for convenience and shall not be deemed a part of this Option for construction or interpretation.
h.
Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Optionee or by the Company forthwith to the Board or the Committee, which shall review such dispute at its next regular meeting. The resolution of such dispute by the Board or the Committee shall be final and binding on all persons.
i.
Section 409A Compliance. To the extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Section 409A of the Code, as amended, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service ("Section 409A"). Any provision of the Plan or this Agreement that would cause this Award to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A.
j.
Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
PHILLIPS-VAN HEUSEN CORPORATION
By: ______________________________
Name:
Title:
The Optionee represents that s/he is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions thereof. The Optionee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. The Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.
Dated:______________________________ Signed:___________________________________
Optionee
EXHIBIT 10.2
PHILLIPS-VAN HEUSEN CORPORATION
2006 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
NOTICE OF RESTRICTED STOCK UNIT AWARD
Phillips-Van Heusen Corporation (the "Company") grants to the Grantee named below, in accordance with the terms of the Phillips-Van Heusen Corporation 2006 Stock Incentive Plan (the "Plan") and this restricted stock unit agreement (this "Agreement"), the number of restricted stock units (the “Restricted Stock Units” or the “Award”) provided as follows:
GRANTEE |
| |
RESTRICTED STOCK UNITS GRANTED |
| |
DATE OF GRANT |
| |
VESTING SCHEDULE | Restricted Stock Units will vest in three installments on the following dates, subject to the Grantee being employed by the Company on each such date: | |
| Vesting Date | Restricted Stock Units Vesting |
[Second anniversary of the date of grant] | [25% of Award] | |
[Third anniversary of the date of grant] | [25% of Award] | |
[Fourth anniversary of the date of grant] | [50% of Award] | |
AGREEMENT
1.
Grant of Award. The Company hereby grants to the Grantee the Restricted Stock Units, subject to the terms, definitions and provisions of the Plan and this Agreement. All terms, provisions, and conditions applicable to the Restricted Stock Units set forth in the Plan and not set forth herein are incorporated by reference. To the extent any provision hereof is inconsistent with a provision of the Plan the provisions of the Plan will govern. All capitalized terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them in the Plan.
2.
Vesting and Settlement of Award.
a.
Right to Award. This Award shall vest in accordance with the vesting schedule set forth above (the "Vesting Schedule") and with the applicable provisions of the Plan and this Agreement.
b.
Settlement of Award. The vested portion of this Award shall be settled as soon as practicable following the vesting date set forth in the Vesting Schedule, but in no event later than March 15 of the year following the year in which the Award vests.
The Company may require the Grantee to furnish or execute such documents as the Company shall reasonably deem necessary (i) to evidence such settlement and (ii) to comply with or satisfy the requirements of the Securities Act of 1933, as amended, the Exchange Act, Section 409A of the Code or any Applicable Laws.
c.
Method of Settlement. The Company shall deliver to the Grantee one Share for each vested Restricted Stock Unit, less any Shares withheld in accordance with Paragraph 2(e) of this Agreement. Share certificates shall be issued in the name of the Grantee (or of the person or persons to whom such Restricted Stock Units were transferred in accordance with Paragraph 4 of this Agreement).
d.
Dividend Equivalents. If a cash Dividend is declared on the Shares, the Grantee shall be credited with a Dividend Equivalent in an amount of cash equal to the number of Restricted Stock Units held by the Grantee as of the dividend record date, multiplied by the amount of the cash dividend paid per Share. Such Dividend Equivalent shall be paid if and when the underlying Restricted Stock Units are settled. If a Share Dividend is declared on the Shares, the Grantee shall be credited with a Dividend Equivalent in an amount of Shares equal to the number of Restricted Stock Units held by the Grantee as of the dividend record date, multiplied by the amount of the Share dividend distributed per Share. Such Dividend Equivalent shall be settled if and when the underlying Restricted Stock Units are settled, rounded down to the nearest whole share. Dividend Equivalents shall not accrue interest p rior to the date of payment or settlement, as applicable.
e.
Taxes. Pursuant to Section 14 of the Plan, the Company shall have the power and the right to deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to satisfy any applicable tax withholding requirements applicable to this Award. The Company may condition the delivery of Shares upon the Grantee’s satisfaction of such withholding obligations. To the extent permitted by the Committee, the Grantee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory tax withholding rate that could be imposed on the transaction (or such other rate that will not result in a negative accounting impact). Such election shall be irrevocable, made in writing, signed by the Grantee, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropri ate.
3.
Termination of Employment. If the Grantee's employment with the Company and its Subsidiaries is terminated, due to the Grantee's (i) Retirement or (ii) death, the Award shall become 100% vested on the date of such termination of employment.
When the Grantee's employment with the Company and its Subsidiaries terminates (except when due to Retirement or death), this Award shall be forfeited immediately with respect to the number of Restricted Stock Units for which the Award is not yet vested. If the Grantee dies after termination of employment, but before the settlement of the Award, all or part of this Award may be settled by payment to the personal representative of the Grantee or by any person who has acquired this Award directly from the Grantee but only to the extent that the Award was vested upon termination of the Grantee’s employment.
4.
Transferability of Award.
The Award may not be transferred, pledged, assigned, or otherwise disposed of, except (i) by will or the laws of descent and distribution or (ii) for no consideration, subject to such rules and conditions as may be established by the Committee, to a member or members of the Grantee’s Immediate Family. For purposes of this Award Agreement, the Grantee’s "Immediate Family" means the Grantee's children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, former spouse, siblings, nieces, nephews, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships or any person sharing the Grantee's household (other than a tenant or employee).
5.
Miscellaneous Provisions.
a.
Rights as a Stockholder. Neither the Grantee nor the Grantee's representative shall have any rights as a stockholder with respect to any Shares subject to this Award, except as provided in Paragraph 2(d), until the Award has vested and Share certificates, if any, have been issued to the Grantee, transferee or representative, as the case may be.
b.
Regulatory Compliance and Listing. The issuance or delivery of any certificates representing Shares issuable pursuant to this Agreement may be postponed by the Committee for such period as may be required to comply with any applicable requirements under the federal or state securities laws, any applicable listing requirements of the New York Stock Exchange, and any applicable requirements under any other Applicable Law, and the Company shall not be obligated to deliver any such Shares to the Grantee if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority or the New York Stock Exchange, or the Grantee shall not yet have complied fully with the provisions of Paragraph 2(e) hereof. The Company shall not be liable to the Grantee for any damages relating to any delays in issuing the certificates to the Grantee, any loss of the certificates, or any mistakes or errors in the iss uance of the certificates or the certificates themselves.
c.
Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
d.
Modification or Amendment. This Agreement may only be modified or amended by written agreement executed by the parties hereto; provided, however, that the adjustments permitted pursuant to Section 16 and Section 18(b) of the Plan may be made without such written agreement.
e.
Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been included.
f.
References to Plan. All references to the Plan shall be deemed references to the Plan as may be amended.
g.
Headings. The captions used in this Agreement are inserted for convenience and shall not be deemed a part of this Award for construction or interpretation.
h.
Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or by the Company forthwith to the Board or the Committee, which shall review such dispute at its next regular meeting. The resolution of such dispute by the Board or the Committee shall be final and binding on all persons.
i.
Section 409A Compliance. To the extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Section 409A of the Code and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service ("Section 409A"). Any provision of the Plan or this Agreement that would cause this Award to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A.
2
j.
Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
PHILLIPS-VAN HEUSEN CORPORATION
By: ______________________________
Name:
Title:
The Grantee represents that s/he is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions thereof. The Grantee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement.
Dated:______________________________ Signed:___________________________________
Grantee
3