PVH CORP. /DE/ — Board/Management Information 2004

Apr 14, 2004

8-K 1 eightkbruceklatsky.htm SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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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 12, 2004

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. OTHER EVENTS AND REQUIRED FD DISCLOSURE

On April 12, 2004, the Registrant entered into an Employment Agreement with Bruce Klatsky that provides for the continuation of Mr. Klatsky's employment as Chairman and Chief Executive Officer for a period of six years. In connection with entering into the agreement and in consideration for the option grant described below, Mr. Klatsky has agreed to forego future participation in any long-term incentive compensation plan of the Registrant, including the receipt of annual stock option grants in 2004 or later years under the Registrant's stock option plans and participation in performance cycles under the Registrant's Long Term Incentive Plan beginning in 2004 or later years. Mr. Klatsky has also agreed to certain restrictive covenants governing competitive and other activities during and after employment (as described below). The agreement provides for continuation of Mr. Klatsky's employment during the term at no less than his current base salary, as well as for his participation in any annual incentive programs of the Registrant as in effect from time to time for executives.

As part of the agreement, Mr. Klatsky has been granted stock options under the Registrant's stock option plans to purchase 1,750,000 shares of Registrant's common stock. The grant is intended to recognize value created for the Registrant and its stockholders by virtue of the Registrant's acquisition of Calvin Klein, in which Mr. Klatsky played a principal role. Since February 12, 2003, the date of the Calvin Klein acquisition, the Registrant's stock price has increased from $11.95 to $18.75, the fair market value of Registrant's common stock on the date of grant, a 57% increase. The options have a seven-year term and vest on the sixth anniversary of the date of grant. The options are subject to accelerated vesting in increments of 50%, 25% and 25% if the Registrant's common stock trades at a 20-consecutive trading day average of $22.50, $25.00 and $27.50, respectively. The stock would need to increase by 88%, 109% and 130%, respectively, from the stock price on the date of acquisition in order to reach these accelerated vesting levels. In addition, the stock would also vest on an accelerated basis upon the earliest to occur of (i) a termination of the Mr. Klatsky's employment by the Registrant without Cause (as defined) or by him for Good Reason (as defined), (ii) upon his death or Disability (as defined), or (iii) upon a Change in Control (as defined). Upon a termination of Mr. Klatsky's employment (other than for Cause), any vested portion of the option will remain exercisable for the shorter of three years from the date of termination (the period applicable to retirees under the Registrant's 1997, 2000 and 2003 stock option plans) and the remaining portion of the seven-year option term.

The employment agreement also provides for certain payments upon the termination of Mr. Klatsky's employment, which payments are generally provided for under pre-existing plans and agreements with Mr. Klatsky. The payments include the following:

The employment agreement also contains restrictive covenants, including a confidentiality provision, a provision prohibiting Mr. Klatsky from competing against the Registrant (other than after a Change in Control) and soliciting its customers and employees and a mutual non- disparagement clause.

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 13, 2004