V F Corp Sample Contracts

V F Corp – EXECUTION VERSION FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of December 17, 2018, among V.F. CORPORATION, VF INVESTMENTS S.À R.L., VF ENTERPRISES S.À R.L., VF EUROPE B.V.B.A. and VF INTERNATIONAL SAGL, as Borrowers the other BORROWING SUBSIDIARIES, the LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent _________ ______ JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS BANK PLC, HSBC SECURITIES (USA) INC., U.S. BANK NATIONAL ASSOCIATION and WELLS FARGO SECURITIES, LLC, as Joint- Lead Arrangers and Joint Bookrunners BANK OF AMERIC (February 4th, 2019)
V F Corp – VF CORPORATION MANAGEMENT INCENTIVE COMPENSATION PLAN As Amended and Restated Effective February 13, 2018 (February 28th, 2018)

The objective of the Management Incentive Compensation Plan (the “Plan”) is to provide incentive bonus compensation to selected members of the management team of VF Corporation (the “Company”) upon the achievement of performance goals established for the Company or respective business unit for each fiscal year. The Plan is intended to provide an additional means to attract and retain talented executives, and to link a significant element of each participant’s compensation opportunity to measures of the Company’s or respective business unit performance, in order to motivate the Company’s management team toward an even greater contribution to the results of the Company.

V F Corp – 2004 Mid-Term Incentive Plan, as amended and restated as of October 18, 2017 (November 2nd, 2017)
V F Corp – VF Announces Definitive Agreement to Acquire Williamson-Dickie Mfg. Co.; Raises 2017 Outlook and 2021 Financial Targets (August 14th, 2017)

Acquisition creates a global leader in workwear; 2021* revenue and earnings per share (EPS) now expected to exceed $15 billion and $5.00, respectively; Williamson-Dickie expected to add more than $1 billion of revenue by 2021*; Acquisition provides immediate accretion to EPS* and free cash flow in 2017; and, Acquisition is consistent with VF’s commitment to active portfolio management and expanding its growing Workwear platform. * Excludes transaction and deal-related expenses; 2021 references in this release are based on VF’s new fiscal year end.

V F Corp – €850,000,000 0.625% Senior Notes due 2023 Underwriting Agreement (September 20th, 2016)
V F Corp – Third Supplemental Indenture Dated as of September 20, 2016 (Third Supplemental to the Indenture Dated as of October 15, 2007) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Paying Agent (September 20th, 2016)

THIRD SUPPLEMENTAL INDENTURE, dated as of September 20, 2016 (the “Third Supplemental Indenture”), among V.F. Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Company”), The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., a national banking association, as Trustee (herein called the “Trustee”), and The Bank of New York Mellon, London Branch, as Paying Agent (herein called the “Paying Agent”);

V F Corp – VF Corporation Enters Into Definitive Agreement to Sell Its Contemporary Brands Businesses to Delta Galil Industries, Ltd. Brands Include 7 for All Mankind®, Splendid® and Ella Moss® (June 30th, 2016)

GREENSBORO, N.C. – June 30, 2016 – VF Corporation (NYSE: VFC) today announced that it has signed a definitive agreement to sell its Contemporary Brands businesses to Delta Galil Industries, Ltd (DELT/Tel Aviv Stock Exchange, DELTY.PK/OTCQX). Brands included in the transaction are 7 for All Mankind®, Splendid® and Ella Moss®.

V F Corp – ASSET AND STOCK PURCHASE AGREEMENT dated as of June 29, 2016 between V.F. Corporation and Delta Galil Industries Ltd. (June 30th, 2016)

ASSET AND STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of June 29, 2016 between V.F. Corporation, a Pennsylvania corporation (“Seller”), and Delta Galil Industries Ltd., a corporation organized under the laws of Israel (“Buyer”).

V F Corp – ACCESSION NO. 1 TO CREDIT AGREEMENT (June 7th, 2016)

THIS ACCESSION AGREEMENT is made and entered into this 6th day of June, 2016, by and among V.F. CORPORATION, a Pennsylvania corporation (the “Company”), VF INVESTMENTS S.À R.L., a Subsidiary organized in Luxembourg, VF ENTERPRISES S.À R.L., a Subsidiary organized in Luxembourg, VF EUROPE B.V.B.A., a Subsidiary organized in Belgium, VF INTERNATIONAL SAGL, a Subsidiary organized in Switzerland, the other Borrowing Subsidiaries from time to time party to the Agreement (as defined below) (together with VF Investments S.À R.L., VF Enterprises S.À R.L., VF Europe B.V.B.A. and VF Internationl SAGL, the “Borrowing Subsidiaries”; the Company and the Borrowing Subsidiaries are collectively the “Borrowers”), the Lenders from time to time party to the Credit Agreement (the “Lenders”), JPMORGAN CHASE BANK, N.A. as Administrative Agent (the “Administrative Agent”) and the Lenders and other financial institutions party hereto (the “Increasing Lenders”).

V F Corp – FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of April 14, 2015, among V.F. CORPORATION VF INVESTMENTS S.À R.L., VF ENTERPRISES S.À R.L., VF EUROPE B.V.B.A. and VF INTERNATIONAL SAGL as Borrowers the other Borrowing Subsidiaries, the Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, WELLS FARGO SECURITIES, LLC, HSBC SECURITIES (USA) INC. and U.S. BANK NATIONAL ASSOCIATION as Joint-Lead Arrangers and Joint Bookrunners BANK OF AMERICA, N.A., WELLS FARGO BANK, N.A., HSBC BANK USA, NATIONAL AS (April 15th, 2015)

FIVE-YEAR REVOLVING CREDIT AGREEMENT, dated as of April 14, 2015 (as amended from time to time, the “Agreement”), is made by and among V.F. CORPORATION, a Pennsylvania corporation having its principal place of business in Greensboro, North Carolina (the “Company”); VF INVESTMENTS S.À R.L., a Subsidiary organized in Luxembourg (“VF Investments”); VF ENTERPRISES S.À R.L., a Subsidiary organized in Luxembourg (“VF Enterprises”); VF EUROPE B.V.B.A., a Subsidiary organized in Belgium (“VF Europe”); VF INTERNATIONAL SAGL, a Subsidiary organized in Switzerland (“VF International”); each LENDER from time to time party hereto; and JPMORGAN CHASE BANK, N.A., a national banking association organized and existing under the laws of the United States, in its capacity as Administrative Agent for the Lenders (in such capacity, and together with any successor agent appointed in accordance with the terms of Section 9.06, the “Administrative Agent”);

V F Corp – CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (March 4th, 2015)

We hereby consent to the incorporation by reference in the below listed Registration Statements of V. F. Corporation of our report dated March 3, 2015 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in the Annual Report on Form 10-K for the year ended January 3, 2015.

V F Corp – VF EXECUTIVE DEFERRED SAVINGS PLAN II (Adopted January 1, 2005 and amended and restated effective January 1, 2015) (March 3rd, 2015)

Prior to 2005, VF Corporation maintained the VF Executive Deferred Savings Plan (the “Old EDSP”). In response to the addition of section 409A to the Internal Revenue Code of 1986, as amended (the “Code”), VF Corporation ceased participation in the Old EDSP effective December 31, 2004 and adopted the VF Executive Deferred Savings Plan II (the “Plan”) effective January 1, 2005 which served as an interim plan until necessary revisions, effective January 1, 2009, could be made to bring the Plan into documentary compliance with Code section 409A. The Old EDSP shall continue to hold those vested accounts under the Old Plan as of December 31, 2004. The Plan was amended and restated pursuant to a document effective January 1, 2009 and dated October 30, 2008, and again amended and restated effective December 1, 2012. The Company now amends and restates the Plan document, effective January 1, 2015, to, among other things, (i) limit Basic Deferrals to compensation in excess of the maximum compens

V F Corp – TWELFTH SUPPLEMENTAL ANNUAL BENEFIT DETERMINATION PURSUANT TO THE VF CORPORATION AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (November 4th, 2014)
V F Corp – 1996 STOCK COMPENSATION PLAN, AS AMENDED AND RESTATED DECEMBER 20, 2013 (February 26th, 2014)
V F Corp – AMENDED AND RESTATED ARTICLES OF INCORPORATION (Effective as of October 21, 2013) (October 21st, 2013)

SECOND:  The name and location of its registered agent in this Commonwealth is Corporation Service Company, Dauphin County.

V F Corp – VF CORPORATION EXECUTIVE INCENTIVE COMPENSATION PLAN As Amended and Restated Effective February 12, 2013 (April 25th, 2013)

The objective of the Executive Incentive Compensation Plan, as amended and restated (the “Plan”), is to provide incentive bonus compensation to the most senior members of the management team of VF Corporation (the “Company”) upon the achievement of performance goals established for the Company for each fiscal year. The Plan is intended to provide an additional means to attract and retain talented executives, and to link a significant element of each participant’s compensation opportunity to measures of the Company’s performance, in order to motivate the Company’s senior management team toward an even greater contribution to the results of the Company.

V F Corp – VF CORPORATION AWARD CERTIFICATE Performance-Based Restricted Stock Units (“PRSUs”) for Three-Year Performance Cycle - under the Mid-Term Incentive Plan Target PRSUs Awarded: (February 27th, 2013)

I am pleased to advise you that you have been awarded the opportunity to earn from 0% to 225% of the number of Performance-Based Restricted Stock Units set forth above under VF Corporation’s Mid-Term Incentive Plan for the Performance Cycle commencing at the beginning of fiscal             and ending on the final day of VF Corporation’s             fiscal year under the terms and conditions set forth in the attached Appendix. The actual number of shares of VF Common Stock that you may receive at the end of the Performance Cycle will depend, among other things as described in the Appendix, on the level of achievement over the Performance Cycle of specified performance goals set by the Compensation Committee of the VF Board of Directors.

V F Corp – VF EXECUTIVE DEFERRED SAVINGS PLAN II (Adopted January 1, 2005 and amended and restated effective December 1, 2012) (February 27th, 2013)

Prior to 2005, VF Corporation maintained the VF Executive Deferred Savings Plan (the “Old EDSP”). In response to the addition of section 409A to the Internal Revenue Code of 1986, as amended (the “Code”), VF Corporation ceased participation in the Old EDSP effective December 31, 2004 and adopted the VF Executive Deferred Savings Plan II (the “Plan”) effective January 1, 2005 which served as an interim plan until necessary revisions, effective January 1, 2009, could be made to bring the Plan into documentary compliance with Code section 409A. The Old EDSP shall continue to hold those vested accounts under the Old Plan as of December 31, 2004. The Plan was last amended and restated pursuant to a document effective January 1, 2009 and dated October 30, 2008. The Company now amends and restates the Plan document, effective December 1, 2012, to (i) incorporate those amendments that have been adopted (and that became effective) since the last amendment and restatement and (ii) clarify certai

V F Corp – VF CORPORATION AWARD CERTIFICATE Restricted Stock Number of Shares of Restricted Stock Awarded: (February 27th, 2013)

I am pleased to advise you that you have been awarded the number of shares of Restricted 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.

V F Corp – VF CORPORATION AWARD CERTIFICATE Restricted Stock Units Number of RSUs Awarded: (February 27th, 2013)

I am pleased to advise you that you have been awarded the number of Restricted Stock Units (“RSUs”) 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.

V F Corp – ARTICLE I MEETINGS OF SHAREHOLDERS 1 Section 1. Place of Meeting 1 Section 2. Annual Meeting 1 Section 3. Special Meetings 1 Section 4. Adjournment 1 Section 5. Notice of Meetings 1 Section 6. Quorum of Shareholders 2 Section 7. Organization 2 Section 8. Voting 2 (a) Voting Rights 2 (b) Proxies 2 (c) Ballot 3 (d) Required Vote 3 (e) Shares Owned by the Corporation 3 (f) Shares Owned by Other Corporations 3 (g) Shares Jointly Held or Held by Fiduciaries 3 (h) Use of Conference Telephone or Other Electronic Means 4 Section 9. Judges of Election 4 Section 10. Determination of Shareholders of Reco (October 22nd, 2012)
V F Corp – FOR IMMEDIATE RELEASE Contact: Carole Crosslin Director, Corporate Communications (March 16th, 2012)

Greensboro, N.C. – DATE – VF Corporation (NYSE: VFC), a leader in branded lifestyle apparel, today announced that Candace S. Cummings, Vice President – Administration, General Counsel & Secretary, and a member of VF’s Operating Committee, will retire on April 30, 2012, after more than 17 years of service to the company. Laura C. Meagher, Vice President – Deputy General Counsel, will be named Vice President – General Counsel & Secretary and join VF’s Operating Committee effective May 1, 2012.

V F Corp – VF CORPORATION 2004 Mid-Term Incentive Plan, as amended and restated as of February 13, 2012 (February 29th, 2012)
V F Corp – AGREEMENT (February 29th, 2012)

THIS AGREEMENT made this      day of             , 2011 (the “Agreement”) by and between                      (the “Executive”) and VF CORPORATION, a Pennsylvania corporation (the “Corporation”). This Agreement amends, restates and supersedes the prior agreement dated             , 20    , and any amendments to and restatements thereof between the Executive and the Corporation.

V F Corp – VF CORPORATION 1996 STOCK COMPENSATION PLAN NON-QUALIFIED STOCK OPTION CERTIFICATE FOR NON-EMPLOYEE DIRECTORS (Nine Years Exercise) (February 29th, 2012)

THIS IS TO CERTIFY that on the above Date of Grant, VF CORPORATION, a Pennsylvania corporation (the “Corporation”), granted to the named Optionee a Non-Qualified Stock Option, subject to the terms and conditions of the 1996 Stock Compensation Plan (the “Plan”), which is incorporated herein by reference. This Option shall not be treated as an Incentive Stock Option. The Optionee may purchase from the Corporation the Number of Shares of its Common Stock at the Option Price Per Share identified above, subject, however, to the following terms and conditions.

V F Corp – VF CORPORATION By-Laws (February 15th, 2012)
V F Corp – FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of December 8, 2011, among V.F. CORPORATION VF INVESTMENTS S.À R.L. and VF ENTERPRISES S.À R.L., as Borrowers the other Borrowing Subsidiaries, the Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and J.P. MORGAN EUROPE LIMITED, as London Agent J.P. MORGAN SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO SECURITIES, LLC, as Joint-Lead Arrangers and Joint Bookrunners BANK OF AMERICA, N.A., as Syndication Agent and WELLS FARGO BANK, N.A., as Documentation Agent (December 12th, 2011)

WHEREAS the Borrowers have requested that the Lenders make available to the Borrowers revolving credit facilities of up to US$1,250,000,000 (which may be increased to US$1,500,000,000), the proceeds of which are to be used for general corporate purposes including, without limitation, acquisitions, repurchases of outstanding shares of the Company’s common stock and other lawful corporate purposes and which shall include a multi-currency credit facility of up to US$750,000,000 in certain readily available non-US Dollar currencies, a letter of credit facility of up to US$100,000,000, and a swing line facility of up to US$100,000,000; and

V F Corp – [FORM OF] ASSIGNMENT AND ASSUMPTION (December 12th, 2011)

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

V F Corp – Consent of Independent Registered Public Accounting Firm (November 23rd, 2011)

We consent to the incorporation by reference in the below listed Registration Statements of our report dated February 22, 2011, relating to the financial statements of The Timberland Company included in this Current Report on Form 8-K/A of VF Corporation.

V F Corp – VF As reported Timberland As reported Pro Forma Adjustments Pro Forma Combined Total Revenues $ 7,702,589 $ 1,429,484 $ — $ 9,132,073 Costs and Operating Expenses Cost of goods sold 4,105,201 732,970 195 (b) 4,838,366 Marketing, administrative and general expenses 2,574,790 551,279 9,587 (a), (b), (d) 3,135,656 Impairment of goodwill and intangible assets 201,738 13,951 — 215,689 Gain on termination of licensing agreement — (3,000 ) — (3,000 ) Operating Income 820,860 134,284 (9,782 ) 945,362 Other Income (Expense) Interest expense, net (75,402 ) (104 ) (29,346 ) (c) (104,852 ) Miscellaneous, (November 23rd, 2011)
V F Corp – July 1, 2011 December 31, 2010 July 2, 2010 Assets Current assets Cash and equivalents $ 233,800 $ 272,221 $ 237,798 Accounts receivable, net of allowance for doubtful accounts of $7,577 at July 1, 2011, $10,859 at December 31, 2010 and $11,130 at July 2, 2010 116,701 188,336 86,836 Inventory 251,720 180,068 177,206 Prepaid expense 32,748 32,729 31,506 Prepaid income taxes 36,245 25,083 27,244 Deferred income taxes 19,343 22,562 27,085 Derivative assets 51 29 7,882 Total current assets 690,608 721,028 595,557 Property, plant and equipment and capitalized software costs, net 78,411 68,043 64,50 (November 23rd, 2011)

The unaudited condensed consolidated financial statements include the accounts of The Timberland Company and its subsidiaries (“we”, “our”, “us”, “its”, “Timberland” or the “Company”). These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2010.

V F Corp – REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (November 23rd, 2011)

We have audited the accompanying consolidated balance sheets of The Timberland Company and subsidiaries (the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2010. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements based on our audits.

V F Corp – [Form of Note] (August 24th, 2011)

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

V F Corp – Second Supplemental Indenture Dated as of August 24, 2011 (Second Supplemental to the Indenture Dated as of October 15, 2007) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (August 24th, 2011)

SECOND SUPPLEMENTAL INDENTURE, dated as of August 24, 2011 (the “Second Supplemental Indenture”), between V.F. Corporation, a corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Company”), and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., a national banking association, as Trustee (herein called “Trustee”);

V F Corp – $400,000,000 Floating Rate Notes Due 2013 $500,000,000 3.50% Notes Due 2021 Underwriting Agreement (August 24th, 2011)

Pursuant to that certain Agreement and Plan of Merger (as amended, the “Merger Agreement”) by and among the Company, VF Enterprises, Inc., a wholly owned subsidiary of the Company (“Merger Sub”) and The Timberland Company (“Timberland”), Merger Sub will merge with and into Timberland, on the terms and conditions set forth therein (such transaction, the “Merger”). The Company intends to use the proceeds of the sale of the Securities, along with certain other sources of funds, to finance the Merger. For purposes of the representations and warranties of the Company set forth in Section 1 of this Agreement, all representations and warranties made by the Company that relate to Timberland shall be deemed, notwithstanding