PVH Corporation

PVH
Delayed Nyse - 02/24 10:00:25 pm
81.23USD
-4.06%

PVH CORP. /DE/ : Change in Directors or Principal Officers (form 8-K)

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02/14/2020 | 10:32 pm

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Entry into material compensatory agreements




On February 14, 2020, PVH Corp. (the "Company") entered into a new employment
agreement with Cheryl Abel-Hodges, the Chief Executive Officer of Calvin Klein
(the "Abel-Hodges Agreement"). The Abel-Hodges Agreement supersedes the Amended
and Restated Employment Agreement, dated as of December 16, 2008, between Ms.
Abel-Hodges
and the Company, which was amended as of March 31, 2011.
The following is a description of the material terms and conditions of the
Abel-Hodges Agreement.
Ms. Abel-Hodges will serve as the Chief Executive Officer, Calvin Klein, and is
required to perform such duties and services as will from time to time be
assigned to her by the Company's Board of Directors (the "Board"), Chief
Executive Officer (the "CEO") or President.
Ms. Abel-Hodges' initial base salary is $1,000,000 per annum and is subject to
annual review and upward adjustment in the discretion of the Board. Ms.
Abel-Hodges
also is eligible to participate in the Company's bonus and stock
plans and other incentive compensation programs, as well as all employee benefit
and insurance plans sponsored or maintained by the Company for similarly
situated executives of the Company. In addition, Ms. Abel-Hodges is entitled to
reimbursement of reasonable expenses incurred or paid by Ms. Abel-Hodges in the
performance of her duties.
The Abel-Hodges Agreement sets forth Ms. Abel-Hodges' rights to severance upon
termination of employment. Ms. Abel-Hodges is entitled to severance only if her
employment is terminated by the Company without "cause" or if she terminates her
employment for "good reason." "Cause" is defined in the Abel-Hodges Agreement
as (i) gross negligence or willful misconduct (A) in Ms. Abel-Hodges'
performance of the material responsibilities of her position, which results in
material economic harm to the Company or its affiliates or (B) that results in
material reputational harm to the Company or its affiliates; (ii) Ms.
Abel-Hodges'
willful and continued failure to perform substantially her duties
(other than any such failure resulting from incapacity due to physical or mental
illness); (iii) Ms. Abel-Hodges' conviction of, or plea of guilty or nolo
contendere to, a felony within the meaning of U.S. Federal, state or local law
(other than a traffic violation) or a crime of moral turpitude; (iv) Ms.
Abel-Hodges'
having willfully divulged, furnished, or made accessible any
confidential information (as defined in the Abel-Hodges Agreement); (v) any act
or failure to act by Ms. Abel-Hodges that, under the provisions of applicable
law, disqualifies her from acting in her position; or (vi) any material breach
of the Abel-Hodges Agreement, the Company's Code of Business Conduct and Ethics
or any other material Company policy.
"Good reason" is defined in the Abel-Hodges Agreement as (i) the assignment to
Ms. Abel-Hodges without her consent of any duties inconsistent in any material
respect with Ms. Abel-Hodges' position, or any other action by the Company that
results in a material diminution in such position; (ii) a change in Ms.
Abel-Hodges'
reporting relationship such that she no longer reports directly to
the Board, the CEO or the President of the Company; (iii) a reduction of her
base salary; (iv) the taking of any action by the Company that substantially
diminishes (A) the aggregate value of Ms. Abel-Hodges' total compensation
opportunity, and/or (B) the aggregate value of the employee benefits provided to
her relative to all other similarly situated senior executives; (v) requiring
that Ms. Abel-Hodges' services be rendered primarily at a location or locations
more than 75 miles from the location of the principal office at which she
performs her duties, except for traveling to attend to the Company's business;
or (vi) the failure of the Company to require any successor to the Company to
assume expressly and agree to perform the Abel-Hodges Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place.
If Ms. Abel-Hodges' employment is terminated without cause or for good reason
(other than during the two-year period after a "change in control" (as defined
in the Abel-Hodges Agreement)), Ms. Abel-Hodges is entitled, subject to
executing a release of claims in the Company's favor, to an aggregate amount
equal to two times the sum of her base salary plus an amount equal to the bonus
that would be payable if "target" level performance were achieved under the
Company's annual bonus plan (if any) in respect of the fiscal year during which
the termination occurs (or the prior fiscal year, if bonus levels have not yet
been established for the year of termination). This amount will be paid in
accordance with the Company's payroll schedule in 48 semi-monthly substantially
equal installments. The Abel-Hodges Agreement provides that during the two-year
period following Ms. Abel-Hodges' termination of employment without cause or for
good reason (other than during the two-year period after a change in control),
medical, dental and life insurance coverages are continued for Ms. Abel-Hodges
(and her family, to the extent participating prior to termination of
employment), subject to Ms. Abel-Hodges executing a release of claims in the
Company's favor and subject to cessation if she obtains replacement coverage
from another employer (although there is no duty to seek employment or mitigate
damages). Ms. Abel-Hodges is required to pay the active employee rate, if any,
for such coverage.
Ms. Abel-Hodges also is entitled, subject to executing a release of claims in
the Company's favor, to severance upon the termination of her employment by the
Company without cause or by her for good reason within two years after a change
in control. In either such case, she will receive an aggregate amount equal to
two times the sum of her base salary plus an amount equal to the bonus that
would be payable if "target" level performance were achieved under the Company's
annual bonus plan (if any) in respect of the fiscal year during which the
termination occurs (or the prior fiscal year, if bonus levels have not yet been
established for the year of termination). This amount will be paid in a lump
sum, if the change in control constitutes a "change in the ownership" or a
"change in the effective control" of the Company or a "change in the ownership
of a substantial portion of a corporation's assets" (each within the meaning of
Section 409A of the Code). The amount will be paid in 48 semi-monthly
substantially equal payments, if the change in control does not constitute a
"change in the ownership" or a "change in the effective control" of the Company
or a "change in the ownership of a substantial portion of a corporation's
assets" under Section 409A of the Code. The Abel-Hodges Agreement provides that
during the two-year period following Ms. Abel-Hodges' termination of employment
without cause or for good reason within two years after a change in control,
medical, dental and life insurance coverages are continued for Ms. Abel-Hodges
(and her family, to the extent participating prior to termination of
employment), subject to Ms. Abel-Hodges executing a release of claims in the
Company's favor and subject to cessation if she obtains replacement coverage
from another employer (although there is no duty to seek employment or mitigate
damages). Ms. Abel-Hodges is required to pay the active employee rate, if any,
for such coverage.
Ms. Abel-Hodges will not be entitled to severance under the Abel-Hodges
Agreement if the Company's Calvin Klein business is sold, spun off or otherwise
disposed of by the Company, regardless of the form or nature of such
transaction, and either (i) Ms. Abel-Hodges continues her employment in
substantially the same or a greater capacity in regard to the Calvin Klein
business as immediately prior to the transaction, regardless of the terms of
such employment, or (ii) Ms. Abel-Hodges is offered continued employment in
connection with such transaction (whether or not she accepts the offer) and
either (A) the Abel-Hodges Agreement is to be assumed by the purchaser or other
acquirer of the Calvin Klein business or is to be continued as a result of the
purchase, spin off or other transaction involving a change in control of the
entity then employing Ms. Abel-Hodges or (B) she is offered employment in
substantially the same or a greater capacity in regard to the Calvin Klein
business and (1) her base salary is no less than the base salary then in effect
and (2) all other compensation and benefits offered to her are consistent with
similarly situated executives with the new employer (including in comparable
affiliates).
The Abel-Hodges Agreement provides that if Ms. Abel-Hodges' receipt of the
foregoing severance would subject her to the excise tax on excess parachute
payments under Section 4999 of the Code, her severance would be reduced by the
amount required to avoid the excise tax if such a reduction would give Ms.
Abel-Hodges
a better after-tax result than if she had received the full
severance amount.
The Abel-Hodges Agreement also includes certain restrictive covenants in favor
of the Company, including prohibitions during and following employment against
Ms. Abel-Hodges' use of confidential information, soliciting Company employees
for employment by herself or anyone else, interfering with the Company's
business relationships, and competing against the Company by accepting
employment or being otherwise affiliated with a direct competitor of the
Company's businesses or products as of the date of termination or any business
that the Company is planning to engage in or products that the Company is
planning to develop or launch.
This summary of the Abel-Hodges Agreement does not purport to be complete and is
subject to and qualified in its entirety by reference to the full text of the
Abel-Hodges Agreement attached to this Current Report on Form 8-K as Exhibit
10.1, which is incorporated herein by reference.
Item 9.01 Financial Statements And Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit

10.1 Employment Agreement, dated as of February 14, 2020, between PVH
Corp.
and Cheryl Abel-Hodges .






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