PHILLIPS-VAN HEUSEN CORPORATION
PERFORMANCE RESTRICTED STOCK PLAN
(As Amended Effective as of April 16, 1996)
1. Purpose. The purpose of the Phillips-Van Heusen Performance Restricted Stock Plan (the "Plan") is to induce
certain senior executive employees to remain in the employ of the Company and its present and future
Subsidiaries, to attract new individuals to enter into such employ, to encourage ownership of shares in the
Company by such employees and to provide additional incentive for such employees to promote the success of
the Company's business.
(a) "Affiliate" shall mean any Person that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, any other Person.
(b) "Award" shall mean an amount calculated with respect to a Participant and with respect to a Fiscal Year in
accordance with the provisions of Section 8(c).
(c) "Base Compensation", as used with respect to a Participant and with respect to a Fiscal Year, shall mean
such Participant's annual rate of salary from the Company and its Subsidiaries on the first business day of such
Fiscal Year; provided, however, that if a Participant shall not be an employee
of the Company or any of its Subsidiaries on the first day of a Fiscal Year, then his Base Compensation with
respect to such Fiscal Year shall be equal to the product of (i) such Participant's annual rate of salary from the
Company and its Subsidiaries on the first business day on which he or she shall become such an employee and
(ii) the fraction the numerator of which shall be the number of days remaining in such Fiscal Year from and after
the date on which he or she shall have first become an employee of the Company and/or one or more of its
Subsidiaries and the denominator of which shall be the number of days in such Fiscal Year.
(d) "Board" shall mean the Board of Directors of the Company.
(e) A "Change in Control" shall be deemed to occur upon (i) the election of one or more in