Form 8-K
8-K — PVH CORP. /DE/
Accession: 0001213900-26-077971
Filed: 2026-07-14
Period: 2026-07-10
CIK: 0000078239
SIC: 2320 (MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — ea0297969-8k_pvh.htm (Primary)
EX-10.1 — EMPLOYMENT AGREEMENT, DATED AS OF JULY 3, 2026, BETWEEN PVH CORP. AND ALEXIS ROLLIER (ea029796901ex10-1.htm)
EX-99.1 — PRESS RELEASE ISSUED BY PVH CORP. ON JULY 14, 2026 (ea029796901ex99-1.htm)
GRAPHIC (ea029796901_ex99-1img1.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — CURRENT REPORT
8-K (Primary)
Filename: ea0297969-8k_pvh.htm · Sequence: 1
false
0000078239
PVH CORP. /DE/
0000078239
2026-07-10
2026-07-10
0000078239
PVH:CommonStock1ParValueMember
2026-07-10
2026-07-10
0000078239
PVH:Sec4.125SeniorNotesDue2029Member
2026-07-10
2026-07-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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)
July
10, 2026
PVH CORP.
(Exact name of registrant as specified in its charter)
Delaware
001-07572
13-1166910
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
285
Madison Avenue, New York, New York
10017
(Address of principal executive
offices)
(Zip Code)
Registrant’s
telephone number, including area code (212) 381-3500
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol
Name
of each exchange on which registered
Common
Stock, $1 par value
PVH
New York
Stock Exchange
4.125% Senior Notes due 2029
PVH29
New York Stock Exchange
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(c) Appointment
of Chief Financial Officer
PVH Corp.
(the “Company”) announced on July 14, 2026 that it had entered into an employment agreement (the “Employment Agreement”)
dated as of July 3, 2026, pursuant to which Alexis Rollier will be appointed to the position of Chief Financial Officer and join the
Company in early September 2026. In his capacity as Chief Financial Officer, Mr. Rollier will replace Melissa Stone, who has served as
the Company’s Interim Chief Financial Officer (principal financial officer) since January 1, 2026 and will continue in this capacity
through and until September 7, 2026. Ms. Stone thereafter will continue in her role as the Company’s Executive Vice President,
Global Financial Planning & Analysis.
Mr. Rollier,
age 57, currently serves as Global Chief Operating Officer and Global Chief Financial Officer for Sephora, part of the LVMH Group, a
role he has held since 2018. During his 14-year tenure with Sephora, Mr. Rollier took on roles of increasing responsibility
including serving as CFO & COO, Americas and later CFO, Europe and Middle East.
There are
no arrangements or understandings between Mr. Rollier and any other person pursuant to which he was selected to be an officer of the
Company, other than the Employment Agreement. Mr. Rollier does not have any family relationship with any director or other executive
officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions
in which Mr. Rollier has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The disclosure
in Item 5.02(e) regarding the Employment Agreement is incorporated by reference into this Item 5.02(c).
(e) Entry
into the Employment Agreement
The following
is a description of the terms and conditions of the Employment Agreement.
The Employment
Agreement provides that Mr. Rollier will serve as Chief Financial Officer of the Company.
Mr. Rollier’s
initial base salary will be $850,000 per annum. The base salary will be subject to annual review and upward adjustment in the discretion
of the Company’s Board of Directors. Mr. Rollier also will be eligible to participate in the Company’s bonus and stock plans
and other incentive compensation programs for similarly situated executives of the Company.
Mr. Rollier
will receive an award for the Company’s 2026 fiscal year under the Company’s Performance Incentive Bonus Plan with a threshold
bonus opportunity equal to 25% of his base salary, a target bonus opportunity equal to 100% of his base salary and a maximum bonus opportunity
equal to 200% of his base salary, prorated for the number of days during the fiscal year that Mr. Rollier is employed by the Company.
Mr. Rollier
will be granted equity awards in respect of the Company’s 2027 fiscal year consisting of:
● performance
stock units (“PSUs”) under the Company’s Stock Incentive Plan, as amended
(the “Stock Incentive Plan”), with a value at target level performance of approximately
$1,150,000, which will vest based on the Company’s performance against the same measures
and on the same weighted basis as the annual PSU awards to be granted in 2027 to similarly
situated executives; and
1
● restricted
stock units (“RSUs”) with a value on the grant date of approximately $1,150,000
which will vest at a rate of 25% on each of the first four anniversaries of the grant date.
All the foregoing
grants will be made in accordance with the Company’s policies and procedures applicable to the type of award.
Mr. Rollier
also will be granted a cash advance of $375,000 to replace the bonus and equity awards held by Mr. Rollier from his current employer
that are due to be paid or vest in 2026 that he forfeits upon his resignation from his current employer (the “Make-Whole Cash Advance”).
The Make-Whole Cash Advance is subject to repayment in the event of a termination of employment for Cause or voluntary resignation by
Mr. Rollier within the 12-month period following Mr. Rollier joining the Company.
Additionally,
Mr. Rollier will be granted (i) one-time sign-on awards of RSUs and PSUs with a grant date value of approximately $400,000 each and (ii)
a make-whole award of RSUs with a grant date value of $275,000, vesting in equal increments over two years (and otherwise subject to
the Company’s standard practices), to replace stock awards held by Mr. Rollier from his current employer that are scheduled to
vest in 2027 and 2028 that he forfeits upon his resignation from his current employer (such total grant, the “Make-Whole RSU Award”).
The Make-Whole RSU Award will vest at a rate of 50% on each of the first two anniversaries of the grant date.
Mr. Rollier
will be eligible to participate in all employee benefit and insurance plans sponsored or maintained by the Company for similarly situated
executives of the Company. Mr. Rollier will be eligible to receive the Company’s standard executive-level relocation benefits,
subject to the terms and conditions of the Company’s relocation policy. In addition, Mr. Rollier will be entitled to reimbursement
of reasonable expenses incurred or paid by Mr. Rollier in the performance of his duties.
The Employment
Agreement sets forth Mr. Rollier’s rights to severance upon termination of employment. Mr. Rollier will be entitled to severance
only if his employment is terminated by the Company without “cause” or if he terminates his employment for “good reason,”
each as defined in the Employment Agreement.
In the event
of a termination of employment without Cause or for Good Reason (other than during the two-year period after a “change in control”
(as defined in the Employment Agreement)), Mr. Rollier will be entitled, subject to executing a release of claims in the Company’s
favor, to an aggregate amount equal to two times the sum of (i) his base salary plus (ii) 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 equal installments during the two-year
period following Mr. Rollier’s termination without Cause or for Good Reason. The Employment Agreement also provides that during
the two-year period following Mr. Rollier’s 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 coverage will be continued for Mr. Rollier (and his family, to
the extent participating prior to termination of employment), subject to Mr. Rollier executing a release of claims in the Company’s
favor and subject to cessation if he obtains replacement coverage from another employer (although there is no duty to seek employment
or mitigate damages). Mr. Rollier will be required to pay the active employee contribution, if any, for such coverage.
2
Mr. Rollier
also will be entitled, subject to executing a release of claims in the Company’s favor, to severance upon the termination of his
employment by the Company without Cause or by him for Good Reason within two years after a change in control. In either such case, he
will receive an aggregate amount equal to two times the sum of (i) his base salary plus (ii) 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 Internal Revenue Code of 1986, as amended (the “Code”)). The
amount will be paid during the two-year period following Mr. Rollier’s termination of employment without Cause or for Good Reason
in 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 Employment Agreement provides that during the two-year period following Mr. Rollier’s
termination of employment without Cause or for Good Reason within two years after a change in control, medical, dental, life and disability
insurance coverages will be continued for Mr. Rollier (and his family, to the extent participating prior to termination of employment),
subject to Mr. Rollier executing a release of claims in the Company’s favor and subject to cessation if he obtains replacement
coverage from another employer (although there is no duty to seek employment or mitigate damages). Mr. Rollier will be required to pay
the active employee contribution, if any, for such coverage.
The Employment
Agreement provides that if Mr. Rollier’s receipt of the severance described above would subject him to the excise tax on excess
parachute payments under Section 4999 of the Code, his severance would be reduced by the amount required to avoid the excise tax if such
a reduction would give Mr. Rollier a better after-tax result than if he had received the full severance amount.
The Employment
Agreement also includes certain restrictive covenants in favor of the Company. The covenants include prohibitions during and following
employment against Mr. Rollier’s use of confidential information, soliciting Company employees for employment by himself 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 primary businesses or products as of the date of termination.
This
summary of the Employment Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the
full text of the Employment Agreement attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated herein by reference.
Item
8.01. Other Events.
On
July 14, 2026, the Company issued a press release announcing that Mr. Rollier has been appointed to the role of Executive Vice President,
Chief Financial Officer and will be joining in early September 2026.
The
full text of the press release is attached hereto as Exhibit 99.1 and 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 July 3, 2026, between PVH Corp. and Alexis Rollier.
99.1
Press Release issued by PVH Corp. on July 14, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
3
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.
Date: July 14, 2026
PVH CORP.
By:
/s/ Mark D. Fischer
Mark D. Fischer
Executive Vice President, General Counsel and Secretary
4
EX-10.1 — EMPLOYMENT AGREEMENT, DATED AS OF JULY 3, 2026, BETWEEN PVH CORP. AND ALEXIS ROLLIER
EX-10.1
Filename: ea029796901ex10-1.htm · Sequence: 2
Exhibit 10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (“Agreement”),
dated as of July 3, 2026, between PVH CORP., a Delaware corporation (“PVH”
and, together with its affiliates and subsidiaries, the “Company”), and ALEXIS ROLLIER (the “Executive”).
W I T N E S S E T H:
WHEREAS, the Company desires
to retain the Executive on a full-time basis in accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants herein contained, the parties hereto hereby agree as follows:
1. Employment.
(a) Effective
Date and Employment Period. The Agreement shall be effective as of September 1, 2026 or such other date that the Executive commences
employment with PVH, as mutually agreed by the Executive and the Company (the “Effective Date”). The Company agrees to employ
the Executive, and the Executive agrees to be employed by the Company, in accordance with the terms and conditions hereof. Executive’s
employment is contingent upon the successful completion of the Company’s pre-employment process and the Executive receiving the
appropriate work authorization to commence employment. The Executive shall be an employee at will and this Agreement shall not constitute
a guarantee of employment. The Executive represents that his employment by PVH will not breach or be in conflict with any other agreement
to which the Executive is a party or by which the Executive is bound, and that the Executive is not subject to any covenants against competition
or similar covenants or any court order that could affect his ability to enter into this Agreement and perform his duties for the Company.
Each of the parties acknowledges and agrees that either party may terminate the Executive’s employment at any time, for any reason,
with or without Cause (as defined in Section 3(a)(i)). The period commencing on the Effective Date and ending on the effective date of
the termination of the Executive’s employment is hereinafter referred to as the “Employment Period.”
(b) Position
and Duties. During the Employment Period, the Executive shall serve as Chief Financial Officer for PVH Corp. (or in such other position
or positions within the Company as the Board of Directors of PVH (which, for purposes hereof, other than Section 3(f)(i)(A), includes
any Committee thereof (the “Board”)) or Chief Executive Officer of PVH (the “Chief Executive Officer”) may designate
from time to time). The Executive shall (i) perform such duties and services as shall from time to time be assigned to the Executive,
(ii) devote all of the Executive’s business time to the services required of the Executive hereunder, excluding any periods of vacation
and sick leave to which the Executive is entitled, and (iii) use the Executive’s best efforts, judgment, skill and energy to perform
such duties and services. As used in this Section 1, “business time” shall be determined in accordance with the usual and
customary standards of the Company.
2. Compensation.
(a) Base
Salary. The Company shall pay the Executive a salary at the annual rate of $850,000 (the “Base Salary”), payable in accordance
with the normal payroll procedures of the Company in effect from time to time. The Executive’s Base Salary shall be reviewed for
increase at least annually by the Board pursuant to its normal performance review policies for “executive officers” (as defined
under the rules of the New York Stock Exchange). The Company or the Board may from time to time, in its sole and absolute discretion,
increase the Base Salary by any amount it determines to be appropriate. Base Salary shall not be reduced after any increase. The term
“Base Salary” as utilized in this Agreement shall refer to the Executive’s annual base salary as then in effect.
(b) Incentive
and Bonus Compensation. The Executive shall be eligible to participate in the Company’s existing and future bonus and stock
plans and other incentive compensation programs for similarly situated executives (each a “Plan”, collectively, “Plans”),
to the extent that the Executive is qualified to participate in any such Plan under the generally applicable provisions thereof in effect
from time to time. Such eligibility is not a guarantee of participation in or of the receipt of any award, payment or other compensation
under any Plan. To the extent the Executive does participate in a Plan and the Plan does not expressly provide otherwise, the Company,
the Chief Executive Officer or the Board, as appropriate, may determine all terms of participation (including, without limitation, the
type and size of any award, payment or other compensation and the timing and conditions of receipt thereof by the Executive) in their
sole and absolute discretion. Nothing herein shall be deemed to prohibit the Company or the Board from amending or terminating any and
all Plans in their sole and absolute discretion. The terms of each Plan, and any agreement issued thereunder, shall govern the Executive’s
rights and obligations in respect to the Plan and awards or benefits thereunder during the Executive’s employment and upon the termination
thereof. Without limiting the generality of the foregoing, the definition of “Cause” hereunder shall not supersede the definition
of “cause” in any Plan (unless the Plan expressly defers to the definition of “cause” under an executive’s
employment agreement) and any rights of the Executive hereunder upon and subsequent to the termination of the Executive’s employment
shall be in addition to, and not in lieu of, any right of the Executive under any Plan then in effect upon or subsequent to a termination
of employment.
(i) Fiscal
2026 Bonus. If the Executive commences employment prior to November 1, 2026,
the Executive shall be eligible to participate in PVH’s Performance Incentive Bonus Plan with
respect to PVH’s 2026 fiscal year, with a threshold bonus opportunity equal to 25%
of the Executive’s Base Salary, a target bonus opportunity equal to 100% of the Executive’s
Base Salary and a maximum bonus opportunity equal to 200% of the Executive’s
Base Salary. Any payout shall be determined at the time and manner as other awards under the plan and shall be prorated for the
aggregate number of days during the fiscal year that the Executive was employed by PVH.
(ii) Fiscal
2027 Equity Awards. The Executive shall be granted the equity awards set forth below during PVH’s 2027 fiscal year with a total
grant date value of approximately $2,300,000 (the “Fiscal 2027 Equity Awards”). The Fiscal 2027 Equity Awards shall consist
of both performance share units (“PSUs”) and restricted stock units (“RSUs”) as provided below, and shall be granted
to the Executive at the same time as awards of the same type are made to similarly situated members of the ELT. The Fiscal 2027 Equity
Awards shall be granted under and in accordance with PVH’s Stock Incentive Plan, as amended (the “Stock Incentive Plan”),
and the policies and procedures in effect with regard thereto.
2
(A) The
PSUs included in the Fiscal 2027 Equity Awards (the “Fiscal 2027 Performance-vested Award”) shall have a grant date value
of approximately (and no less than) $1,150,000 at target level performance. The Fiscal 2027 Performance-vested Award shall vest (or not)
based on PVH’s performance against the same financial measures and on the same weighted basis as the PSUs to be granted in 2027
to similarly situated executives and for the same performance period. The Fiscal 2027 Performance-vested Award shall be subject to the
terms and conditions of the Stock Incentive Plan and the underlying award agreement in PVH’s standard form.
(B) The Fiscal 2027 Equity Awards
also shall include an award of RSUs with a grant date value of approximately (and no less than) $1,150,000. The RSUs shall vest at a rate
of 25% on each of the first four anniversaries of the grant date, subject to the terms and conditions of the Stock Incentive Plan and
the underlying award agreement in PVH’s standard form.
(iii) Sign-On
Award. The Executive shall be granted one-time equity awards set forth below during PVH’s 2026 fiscal year with a total grant
date value of approximately $800,000 (the “Sign-On Equity Awards”). The Sign-On Equity Awards shall consist of both PSUs and
RSUs as provided below, and shall be granted to the Executive within 90 days following the Effective Date to the extent practicable. The
Sign-On Equity Awards shall be granted under and in accordance with the Stock Incentive Plan, and the policies and procedures in effect
with regard thereto. The Executive shall not be entitled to receive any additional equity awards during the 2026 fiscal year other than
as set forth in Sections 2(b)(iii) and 2(b)(iv)(B).
(A) The
PSUs included in the Sign-On Equity Awards (the “Sign-On Performance-vested Award”) shall have a grant date value of approximately
(and no less than) $400,000 at target level performance. The Sign-On Performance-vested Award shall vest (or not) based on PVH’s
performance against the same financial measures and on the same weighted basis as the PSUs to be granted in 2026 to similarly situated
members of the ELT and for the same performance period. The Sign-On Performance-vested Award shall be subject to the terms and conditions
of the Stock Incentive Plan and the underlying award agreement in PVH’s standard form.
(B) The Sign-On Equity Awards
also shall include an award of RSUs with a grant date value of approximately (and no less than) $400,000. The RSUs shall vest at a rate
of 25% on each of the first four anniversaries of the grant date, subject to the terms and conditions of the Stock Incentive Plan and
the underlying award agreement in PVH’s standard form.
(iv) Make-Whole
Awards,
(A) The
Executive shall be granted a one-time cash advance (the “Make-Whole Cash Advance”) in the amount of $375,000 based on the
documented value of certain compensation foregone from the Executive’s prior employer (the “Prior Employer”). The Make-Whole
Cash Advance shall be paid to the Executive in the first 60 days after the Effective Date. The Make-Whole Cash Advance shall be forgiven
12 months after the Effective Date, or if prior to the 12-month anniversary of the Effective Date, the Executive voluntarily terminates
his employment without Good Reason (as defined in Section 3(f)(i)(B)) or the Executive’s employment is terminated for Cause (as
defined in Section 3(a)(i)), the Executive shall be obligated to reimburse PVH the full amount of the Make-Whole Cash Advance within 60
days of the Executive’s last day of employment.
3
(B) The
Executive shall be granted a one-time make-whole award of RSUs with a grant date value of $275,000 (the
“Make-Whole RSU Award”) to replace long-term incentive
compensation forfeited as a result of the Executive’s termination of employment
with the Prior Employer to become employed by the Company. The Make-Whole RSU Award shall be granted under and
in accordance with the Stock Incentive Plan and PVH’s policies and procedures in effect with regard thereto. The Make-Whole
RSU Award shall vest at a rate of 50% on each of the first and second anniversaries of the grant date, subject to the terms and conditions
of the Stock Incentive Plan and the underlying award agreement in PVH’s
standard form. The Make-Whole RSU Award shall be granted to the Executive within 90 days following the Effective Date to the extent
practicable.
(c) Benefits.
The Executive shall be eligible to participate in all employee benefit and insurance plans sponsored or maintained by the Company for
similarly situated executives (including any savings, retirement, life, health and disability plans and specifically excluding the Executive
Medical Reimbursement Insurance Plan, which has been closed to new participants), to the extent that the Executive is qualified to participate
in any such plan under the generally applicable provisions thereof in effect from time to time. Nothing herein shall be deemed to prohibit
the Company or the Board from amending or terminating any such plan in its sole and absolute discretion. Except as otherwise provided
herein, the terms of each such plan shall govern the Executive’s rights and obligations thereunder during the Executive’s
employment and upon the termination thereof.
(d) Expenses.
The Company shall pay or reimburse the Executive for reasonable expenses incurred or paid by the Executive in the performance of the Executive’s
duties hereunder in accordance with the generally applicable policies and procedures of the Company, as in effect from time to time and
subject to the terms and conditions thereof. Such procedures include the reimbursement of approved expenses within 30 days after approval.
Section 409A (as defined in Section 7(l)) prohibits reimbursement payments from being made any later than the end of the calendar year
following the calendar year in which the applicable expense is incurred or paid. Also under Section 409A, (i) the amount of expenses eligible
for reimbursement during any calendar year may not affect the amount of expenses eligible for reimbursement in any other calendar year,
and (ii) the right to reimbursement under this Section 2(d) cannot be subject to liquidation or exchange for another benefit. The Company
also shall reimburse the Executive for reasonable legal fees and expenses in an amount not to exceed $10,000 that the Executive incurs
in connection with the negotiation of this Agreement, subject to the delivery of appropriate documentation thereof.
(e) Relocation.
The Executive shall be eligible to receive the Company’s standard executive-level relocation benefits, subject to the terms and
conditions of the Company’s relocation policy, and such other amounts, if any, as may be approved by the Compensation Committee
of the Board, in its discretion. No relocation benefits will be paid, nor services provided to the Executive until the Executive has signed
and returned the Relocation Repayment Agreement.
4
3. Termination
of Employment. The Executive’s employment hereunder shall terminate, or shall be subject to termination at any time, as described
in this Section 3. A termination of employment shall mean that the Executive has ceased to provide any services as an employee of the
Company.
(a) Termination
for Cause by the Company. The Company may terminate the Executive’s employment with the Company at any time for Cause. Upon
such termination, the Company shall have no further obligation to the Executive hereunder except for the payment or provision, as applicable,
of (w) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (x) any accrued
but unused vacation time as of the effective date of termination, to the extent required by applicable law, (y) all unreimbursed expenses
(if any), subject to Section 2(d), and (z) other payments, entitlements or benefits, if any, in accordance with terms of the applicable
plans, programs, arrangements or other agreements of the Company (other than any severance plan or policy) as to which the Executive held
rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise on the date of termination (“Other
Benefits”). For the avoidance of doubt, the Executive shall have no right to receive any amounts under the Company’s severance
policy (as then in effect, if any) upon the Executive’s termination for Cause.
(i) For
purposes of this Agreement, “Cause” shall be defined as: (A) gross negligence or willful misconduct, as the case may be, (1)
in the performance of the material responsibilities of the Executive’s office or position, which results in material economic harm
to the Company or (2) that results in material reputational harm to the Company; (B) the willful and continued failure of the Executive
to perform substantially the Executive’s duties with the Company (other than any such failure resulting from incapacity due to physical
or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Company that
specifically identifies the manner in which the Board or the Company believes that the Executive has not substantially performed the Executive’s
duties, and the Executive has not cured such failure to the reasonable satisfaction of the Board or the Company within 20 days following
the Executive’s receipt of such written demand; (C) the Executive is convicted of, or pleads guilty or nolo contendere, or
enters a plea to a similar effect, to, a felony within the meaning of U.S. Federal, state or local law or a crime of moral turpitude;
(D) the Executive having willfully divulged, furnished or made accessible any Confidential Information (as hereinafter defined) to anyone
other than the Company, its directors, officers, employees, auditors and legal advisors, as appropriate in the ordinary course of business;
(E) any act or failure to act by the Executive, which, under the provisions of applicable law, disqualifies the Executive from acting
in any or all capacities in which the Executive is then acting for the Company; or (F) any material breach of this Agreement, the Company’s
Code of Business Conduct and Ethics or any other material Company policy.
(ii) For
purposes of Section 3(a)(i), no act or failure to act, on the part of the Executive, shall be considered “willful” unless
it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission
was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted
by the Board or upon the instructions of the Board or the Chief Executive Officer or based upon the advice of counsel for the Company
shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.
5
(b)
Termination without Cause by the Company or for Good Reason by the Executive Prior to a Change in Control. The Company may also
terminate the Executive’s employment with the Company at any time without Cause, and the Executive may terminate the Executive’s
employment with the Company at any time for Good Reason (as defined in Section 3(f)(i)(B)).
(i) If
the Company terminates the Executive’s employment without Cause or the Executive terminates the Executive’s employment with
the Company for Good Reason, other than during the two-year period following a Change in Control (as defined in Section 3(f)(i)(A)), the
Executive shall be entitled to receive from the Company (A) the portion of the Executive’s Base Salary for periods prior to the
effective date of termination accrued but unpaid (if any); (B) any accrued but unused vacation time as of the effective date of termination;
(C) all unreimbursed expenses (if any), subject to Section 2(d); (D) an aggregate amount (the “Severance Amount”) equal
to two times the sum of (1) the Base Salary plus (2) 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); and (E) the payment or provision
of any Other Benefits. The Severance Amount shall be paid during the two year period following the Executive’s date of termination
in substantially equal installment payments and on the same schedule that Base Salary was paid immediately prior to the Executive’s
date of termination, commencing on the first such scheduled payroll date that occurs on or following the date that is 30 days after the
Executive’s termination of employment, subject to the Executive’s compliance with the requirement to deliver the release contemplated
pursuant to Section 4(a). Each such installment payment shall be treated as a separate payment as defined under Treasury Regulation §1.409A-2(b)(2).
If the Executive is a “specified employee” (as determined under the Company’s policy for identifying specified employees)
on the date of the Executive’s “separation from service” (within the meaning of Section 409A) and if any portion of
the Severance Amount would be considered “deferred compensation” under Section 409A, all payments of the Severance Amount
(other than payments that satisfy the short-term deferral rule, as defined in Treasury Regulation §1.409A-1(b)(4), or that are treated
as separation pay under Treasury Regulation §1.409A-1(b)(9)(iii) or §1.409A-1(b)(9)(v)) shall not be paid or commence to be
paid on any date prior to the first business day after the date that is six months following the Executive’s separation from service.
The first payment that can be made shall include the cumulative amount of any amounts that could not be paid during such six-month period.
In addition, interest will accrue at the 10-year T-bill rate (as in effect as of the first business day of the calendar year in which
the separation from service occurs) on all payments not paid to the Executive prior to the first business day after the sixth month anniversary
of the Executive’s separation from service that otherwise would have been paid during such six-month period had this delay provision
not applied to the Executive and shall be paid with the first payment after such six-month period. Notwithstanding the foregoing, payments
delayed pursuant to this six-month delay requirement shall commence earlier in the event of the Executive’s death prior to the end
of the six-month period. For purposes hereof, the Executive shall have a “separation from service” upon the Executive’s
death or other termination of employment for any reason.
6
(ii) If
the Company terminates the Executive’s employment with the Company without Cause or the Executive terminates the Executive’s
employment with the Company for Good Reason, then the Company shall also provide to the Executive, during the two year period following
the Executive’s date of termination, medical, dental and life insurance coverage for the Executive and the members of the Executive’s
family which is not less favorable to the Executive than the group medical, dental and life insurance coverage carried by the Company
for the Executive and the members of the Executive’s family immediately prior to such termination of employment, subject to the
Executive’s compliance with the requirement to deliver the release contemplated pursuant to Section 4(a); provided, however,
that the obligations set forth in this sentence shall terminate to the extent the Executive obtains comparable medical, dental or life
insurance coverage from any other employer during such period, but the Executive shall not have any obligation to seek or accept employment
during such period, whether or not any such employment would provide comparable medical and dental insurance coverage; and provided
further, however, that the Executive shall be obligated to pay an amount equal to the active employee contribution, if any,
for each such coverage. Notwithstanding the foregoing, if at any time the Company determines that its partial subsidy of the Executive’s
premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended
(the “Code”) or any other Code section, law or regulation of similar effect (including but not limited to the 2010 Patient
Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of subsidizing
the premiums on the medical, dental and life insurance described in the preceding sentence, the Company shall pay (in addition to any
amounts payable pursuant to clauses (A) through (E) of Section 3(b)(i)) a fully taxable monthly cash payment in an amount such that, after
payment by the Executive of all taxes on such payment, the Executive retains an amount equal to the Company’s portion of the applicable
premiums for such month, with such monthly payment being made on the last day of each month for the remainder of the two year period.
(iii) For
the avoidance of doubt, the payment of the Severance Amount shall be in lieu of any amounts payable under the Company’s severance
policy (as then in effect, if any) and the Executive hereby waives any and all rights thereunder.
(c) Termination
by Voluntary Resignation (without Good Reason) by the Executive. The Executive may terminate the Executive’s employment with
the Company without Good Reason at any time by voluntary resignation. Upon such termination, the Company shall have no further obligation
to the Executive hereunder except for the payment of (i) the portion of the Base Salary for periods prior to the effective date of termination
accrued but unpaid (if any), (ii) any accrued but unused vacation time as of the effective date of termination, (iii) all unreimbursed
expenses (if any), subject to Section 2(d), and (iv) the payment or provision of any Other Benefits. Notwithstanding the foregoing, the
Executive shall provide no less than 90 days’ prior written notice of the effective date of the Executive’s resignation (other
than for Good Reason). The Company shall continue to pay the Executive’s Base Salary during such 90-day period. Notwithstanding
the foregoing, the Company, in its sole and absolute discretion, may waive the requirement for prior notice of the Executive’s resignation
or decrease the notice period, in which event the Company shall have no continuing obligation to pay the Executive’s Base Salary
or shall only have such obligation with respect to the shortened period, as the case may be. For the avoidance of doubt, any such waiver
of the requirement for prior notice of the Executive’s resignation or decrease of the notice period by the Company shall not constitute
a termination of the Executive’s employment by the Company.
(d) Disability.
The Executive’s employment shall be terminable by the Company, subject to applicable law and the Company’s short-term and
long-term disability policies then in effect, if the Executive becomes physically or mentally disabled, whether totally or partially,
such that the Executive is prevented from performing the Executive’s usual duties and services hereunder for a period of 120 consecutive
days or for shorter periods aggregating 120 days in any 12-month period (a “Disability”). If the Executive’s employment
is terminated by the Company due to the Executive’s Disability, the Company shall have no further obligation to the Executive hereunder,
except for the payment to the Executive or the Executive’s legal guardian or representative, as appropriate, of (i) the portion
of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) any accrued but unused vacation
time as of the effective date of termination, (iii) all unreimbursed expenses (if any), subject to Section 2(d), and (iv) the payment
or provision of any Other Benefits.
7
(e) Death.
If the Executive shall die during the Employment Period, this Agreement shall terminate on the date of the Executive’s death and
the Company shall have no further obligation to the Executive hereunder except for the payment to the Executive’s estate of (i) the
portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) any accrued but unused
vacation time as of the effective date of termination, (iii) all unreimbursed expenses (if any), subject to Section 2(d), and (iv)
the payment or provision of any Other Benefits.
(f) Termination
by the Company without Cause or by the Executive for Good Reason Subsequent to a Change in Control.
(i) For
purposes of this Agreement, the following terms shall have the meanings set forth below:
A. “Change
in Control” shall be deemed to occur upon the first to occur of the following events:
(1) Any
“person” (as such term is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”))
becomes a “beneficial owner,” as such term is used in Rule 13d-3 of the Exchange Act, of 25% or more of the combined voting
power of the then-outstanding voting securities of PVH entitled to vote generally in the election of directors (the “Outstanding
Company Voting Securities”); provided, however, that, for purposes of this Section 3(f)(i)(A)(1), the following acquisitions
shall not constitute a Change in Control: (i) any acquisition directly from PVH, other than an acquisition by virtue of the exercise of
a conversion privilege unless the security being so converted was itself acquired directly from PVH, (ii) any acquisition by PVH, (iii)
any acquisition by any employee benefit plan (or related trust) sponsored or maintained by PVH or any of its affiliates, or (iv) any acquisition
pursuant to a transaction which complies with clauses (a), (b) and (c) of Section 3(f)(i)(A)(3) below;
(2) Individuals
who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination
for election by PVH’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act) with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the Board;
8
(3) Consummation
of a reorganization, merger, consolidation or a sale or other disposition of all or substantially all of the assets of PVH (each, a “Business
Combination”), in each case unless, following such Business Combination, (a) all or substantially all of the individuals and entities
that were the beneficial owners of the outstanding shares of common stock of PVH (the “Outstanding Company Common Stock”)
and the Outstanding Company Voting Securities, immediately prior to such Business Combination, beneficially own, directly or indirectly,
more than 50% of the then-outstanding shares of common stock and more than 50% of the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation that, as a result of such transaction, owns PVH or all or substantially all
of PVH’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately
prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case
may be, (b) no person (other than PVH, any employee benefit plan (or related trust) of PVH or such corporation resulting from such Business
Combination) beneficially owns directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation
resulting from such Business Combination or the outstanding voting securities of such corporation entitled to vote generally in the election
of directors, except to the extent that such ownership existed prior to the Business Combination, and (c) at least a majority of the members
of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement or of the action of the Board providing for such Business Combination, whichever occurs first;
or
(4) The
approval by the stockholders of PVH of a complete liquidation or dissolution of PVH.
B. “Good
Reason” shall mean the occurrence of any of the following events or circumstances without the Executive’s prior written
consent:
(1) the
assignment to the Executive without the Executive’s consent of any duties inconsistent in any material respect with the Executive’s
position (including status and title), authority, duties or responsibilities as contemplated by Section 1(b) (or following a Change in
Control, as in effect immediately prior to such Change in Control), or any other action by the Company that results in a material diminution
in such position, authority, duties or responsibilities, excluding for this purpose (A) an isolated, insubstantial or inadvertent action
not taken in bad faith, (B) any action that is remedied by the Company promptly after receipt of notice thereof given by the Executive
and (C) the assignment of additional or alternate duties or responsibilities to the Executive in connection with the Executive’s
professional development or the reallocation of some of the Executive’s duties or responsibilities to other executives of the Company
in connection with the evolution of the Executive’s position;
(2) a
change in the Executive’s reporting relationship such that the Executive no longer reports directly to the Board or Chief Executive
Officer;
(3) a
reduction of the Executive’s Base Salary, unless the Board imposes similar reductions in base salaries for other similarly situated
executives;
(4) the
taking of any action by the Company that substantially diminishes (a) the aggregate value of the Executive’s total compensation
opportunity or (b) the aggregate value of the employee benefits provided to the Executive, in each case relative to all other similarly
situated senior executives pursuant to the Company’s employee benefit and insurance plans as in effect on the Effective Date (or,
following a Change in Control, as in effect immediately prior to such Change in Control);
(5) the
Company requiring that the Executive’s services be rendered primarily at a location or locations more than 75 miles from the location
of the Executive’s principal office at which the Executive performs the Executive’s duties hereunder, except for travel, and
visits to Company offices and facilities worldwide, reasonably required for the Executive to perform the Executive’s duties and
responsibilities and to attend to the Company’s business; or
(6) the
failure of the Company to require any successor to the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this 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.
The Executive can
only terminate employment for Good Reason if: (a) the Company receives a Notice of Termination (as defined below) from the Executive within
60 days following the occurrence of the event claimed to give rise to the right to resign for Good Reason, (b) the Company fails to cure
the event constituting Good Reason within 30 days after receipt of the Notice of Termination, and (c) the Executive terminates the Executive’s
employment in writing within 30 days following the expiration of such cure period.
9
(ii) If
within two years after the occurrence of a Change in Control, the Executive terminates the Executive’s employment with the Company
for Good Reason or the Company terminates the Executive’s employment for any reason other than death, Disability or Cause, the Executive
shall be entitled to receive from the Company, or the consolidated, surviving or transferee person in the event of a Change in Control
pursuant to a consolidation, merger or sale of assets, (A) the portion of the Base Salary for periods prior to the effective date of termination
accrued but unpaid (if any); (B) any accrued but unused vacation time as of the effective date of termination; (C) all unreimbursed expenses
(if any), subject to Section 2(d); (D) an aggregate amount equal to two times the sum of (1) the Base Salary plus (2) an amount equal
to the bonus that would be payable if the “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); and (E) the payment or provision of any Other Benefits. The severance amount described
in clause (D) of the immediately preceding sentence shall be paid (x) in a lump sum, if the Change in Control event constitutes a “change
in the ownership” or a “change in the effective control” of PVH or a “change in the ownership of a substantial
portion of a corporation’s assets” (each within the meaning of Section 409A), or (y) for the period of two years commencing
on the date of such termination of employment in substantially equal installment payments, if the Change in Control event does not so
comply with Section 409A. The lump sum amount shall be paid, or the installment payments shall commence, as applicable, on the first scheduled
payroll date (in accordance with the Company’s payroll schedule in effect for the Executive immediately prior to such termination)
that occurs on or following the date that is 30 days after the Executive’s termination of employment; provided, however,
that the payment of such severance amount is subject to the Executive’s compliance with the requirement to deliver the release contemplated
pursuant to Section 4(a). Any such installment payment shall be treated as a separate payment as defined under Treasury Regulation §1.409A-2(b)(2).
If the Executive is a “specified employee” (as determined under the Company’s policy for identifying specified employees)
on the date of the Executive’s “separation from service” (within the meaning of Section 409A) and if any portion of
the severance amount described in clause (D) would be considered “deferred compensation” under Section 409A, such severance
amount shall not be paid or commence to be paid on any date prior to the first business day after the date that is six months following
the Executive’s separation from service (unless any such payment(s) shall satisfy the short-term deferral rule, as defined in Treasury
Regulation §1.409A-1(b)(4), or shall be treated as separation pay under Treasury Regulation §1.409A-1(b)(9)(iii) or §1.409A-1(b)(9)(v)).
If paid in installments, the first payment that can be made shall include the cumulative amount of any amounts that could not be paid
during such six-month period. In addition, interest will accrue at the 10-year T-bill rate (as in effect as of the first business day
of the calendar year in which the separation from service occurs) on such lump sum amount or installment payments, as applicable, not
paid to the Executive prior to the first business day after the sixth month anniversary of the Executive’s separation from service
that otherwise would have been paid during such six-month period had this delay provision not applied to the Executive and shall be paid
at the same time at which the lump sum payment or the first installment payment, as applicable, is made after such six-month period. Notwithstanding
the foregoing, a payment delayed pursuant to the preceding three sentences shall commence earlier in the event of the Executive’s
death prior to the end of the six-month period. Upon the termination of employment with the Company for Good Reason by the Executive or
upon the involuntary termination of employment with the Company of the Executive for any reason other than death, Disability or Cause,
in either case within two years after the occurrence of a Change in Control, the Company, or the consolidated, surviving or transferee
person in the event of a Change in Control pursuant to a consolidation, merger or sale of assets, shall also provide, for the period of
two consecutive years commencing on the date of such termination of employment, medical, dental and life insurance coverage for the Executive
and the members of the Executive’s family which is not less favorable to the Executive than the group medical, dental and life insurance
coverage carried by the Company for the Executive and the members of the Executive’s family either immediately prior to such termination
of employment or immediately prior to the occurrence of such Change in Control, whichever is greater, subject to the Executive’s
compliance with the requirement to deliver the release contemplated pursuant to Section 4(a); provided, however, that the
obligations set forth in this sentence shall terminate to the extent the Executive obtains comparable medical, dental or life insurance
coverage from any other employer during such two-year period, but the Executive shall not have any obligation to seek or accept employment
during such two-year period, whether or not any such employment would provide comparable medical, dental and life insurance coverage.
Notwithstanding the foregoing, if at any time the Company determines that its partial subsidy of the Executive’s premiums would
result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any other Code section, law or regulation of
similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and
Education Reconciliation Act), then in lieu of subsidizing the premiums on the medical, dental and life insurance described in the preceding
sentence, the Company shall pay (in addition to any amounts payable pursuant to clauses (A) through (E) of this Section 3(f)(ii)) a fully
taxable monthly cash payment in an amount such that, after payment by the Executive of all taxes on such payment, the Executive retains
an amount equal to the Company’s portion of the applicable premiums for such month, with such monthly payment being made on the
last day of each month for the remainder of the two-year period. For the avoidance of doubt, the amounts payable under clause (D) of this
Section 3(f)(ii) as severance shall be in lieu of any amounts payable under the Company’s severance policy and the Executive hereby
waives any and all rights thereunder. Notwithstanding anything in this Agreement to the contrary, for purposes of calculating the Severance
Amount or the severance amount described in Section 3(f)(ii)(D), as applicable, if the Executive’s Base Salary is reduced by the
Board in connection with the imposition of similar reductions in base salaries for other similarly situated executives, the applicable
reduction shall be disregarded, and the Severance Amount or severance amount, as applicable, shall be calculated based on the Executive’s
Base Salary in effect immediately prior to such reduction. For the avoidance of doubt, if the Executive terminates his employment for
Good Reason as a result of a reduction of the Base Salary that is not in connection with the imposition of similar reductions in base
salaries for other similarly situated executives, then the Base Salary to be used in connection with the calculation of the Severance
Amount or the severance amount described in Section 3(f)(ii)(D), as applicable, shall be the Base Salary in effect immediately prior to
the attempt to reduce the Base Salary.
10
(iii) Excise
Taxes. Notwithstanding anything in the foregoing to the contrary, if Independent Tax Counsel (as that term is defined below) determines
that the aggregate payments and benefits provided or to be provided to the Executive pursuant to this Agreement, and any other payments
and benefits provided or to be provided to the Executive from the Company or any successors thereto constitute “parachute payments”
as defined in Section 280G of the Code (or any successor provision thereto) (“Parachute Payments”) that would be subject to
the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, except as otherwise provided in the next sentence,
such Parachute Payments shall be reduced to the extent the Independent Tax Counsel shall determine is necessary (but not below zero) so
that no portion thereof shall be subject to the Excise Tax. If Independent Tax Counsel determines that the Executive would receive in
the aggregate greater payments and benefits on an after tax basis if the Parachute Payments were not reduced pursuant to this Section
3(f)(iii), then no such reduction shall be made. The determination of which payments or benefits shall be reduced to avoid the Excise
Tax shall be made by the Independent Tax Counsel, provided that the Independent Tax Counsel shall reduce or eliminate, as the case may
be, payments or benefits in the order that it determines will produce the required reduction in total Parachute Payments with the least
reduction in the after-tax economic value to the Executive of such payments. If the after-tax economic value of any payments are equivalent,
such payments shall be reduced in the inverse order of when the payments would have been made to the Executive until the reduction specified
herein is achieved. The determination of the Independent Tax Counsel under this Section 3(f)(iii) shall be final and binding on all parties
hereto. For purposes of this Section 3(f)(iii), “Independent Tax Counsel” shall mean a lawyer, a certified public accountant
with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting
firm with expertise in the area of executive compensation tax law, who shall be selected by the Company and shall be acceptable to the
Executive (the Executive’s acceptance not to be unreasonably withheld), and whose fees and disbursements shall be paid by the Company.
Notwithstanding anything herein to the contrary, this Section 3(f)(iii) shall be interpreted (and, if determined by the Company to be
necessary, reformed) to the extent necessary to fully comply with Section 409A of the Code; provided that the Company agrees to maintain,
to the maximum extent practicable, the original intent and economic benefit to the Executive of the applicable provision without violating
the provisions of Section 409A of the Code.
(g) Notice
of Termination. Any termination by the Company or by the Executive, other than a termination by reason of the Executive’s death,
shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 7(c). “Notice of Termination”
means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable,
sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment
under the provision so indicated, and (iii) if the date of termination is other than the date of receipt of such notice, specifies the
date of termination.
(h) Date
of Termination. For purposes of this Agreement the Executive’s date of termination of employment shall be:
(i) if
the Executive’s employment is terminated by the Company with or without Cause, or due to the Executive’s Disability, the date
of termination shall be the date on which the applicable party receives the Notice of Termination, unless a later date is mutually agreed;
provided, however, that, for the avoidance of doubt, if the Executive’s employment is terminated by the Company for
Cause pursuant to Section 3(a)(i)(B), then the date of termination shall be the date on which the Board or Company gives notice that the
Executive has failed to cure the failure included in its demand, which notice can be given no earlier than the expiration of the 20 day
cure period set forth in Section 3(a)(i)(B);
(ii) if
the Executive’s employment is terminated by the Executive for Good Reason, the date of termination shall be the date the Executive
terminates the Executive’s employment in writing as set forth in Section 3(f)(i)(B), unless a different date is mutually agreed;
provided, however, that the date of termination must occur within 30 days following the expiration of the 30 day cure period
set forth in Section 3(f)(i)(B), with the Company having failed to cure the event constituting Good Reason;
11
(iii) if
the Executive’s employment is terminated by the Executive other than for Good Reason, the 90th day following the Company’s
receipt of the Notice of Termination, unless the Company waives or reduces such period as provided in Section 3(c); or
(iv) if
the Executive’s employment is terminated by reason of death, the date of termination shall be the date of death.
(i) Resignation.
Upon termination of the Executive’s employment for any reason, the Executive agrees to resign, effective as of the date of termination,
from any positions that the Executive holds with the Company, the Board (and any committees thereof), unless the Board requests otherwise
and the Executive agrees, and the board of directors (and any committees thereof) of any of PVH’s subsidiaries and affiliates.
4. Effect
of Termination.
(a) Full
Settlement. The amounts paid to the Executive pursuant to Section 3(b) or 3(f), as applicable, following termination of the Executive’s
employment by the Company without Cause or by the Executive for Good Reason shall be in full and complete satisfaction of the Executive’s
rights under this Agreement and any other claims the Executive may have with respect to the Executive’s employment by the Company
and the termination thereof, other than as expressly provided in Section 2(b). Such amounts shall constitute liquidated damages with respect
to any and all such rights and claims. In consideration of the Executive’s receipt thereof, the Executive shall execute a release
in favor of the Company, substantially in the form of Exhibit A hereto. Pursuant to said release, the Company shall be released
and discharged from any and all liability to the Executive in connection with this Agreement and otherwise in connection with the Executive’s
employment with the Company and the termination thereof, including, without limitation, any claims arising under federal, state or local
labor, employment and employment discrimination laws, but excluding claims with respect to this Agreement and any Plan. The payments
and provision of benefits to the Executive required by Sections 3(b) and 3(f), other than amounts that are required to be paid to the
Executive under applicable law, shall be conditioned upon the Executive’s delivery (and non-revocation prior to the expiration of
the revocation period contained in the release) of such release in favor of the Company, provided that such conditions are met
on or before the date that is 30 days after the date of the Executive’s termination of employment. If such conditions are not met
by such date, the Executive shall forfeit such payments and benefits. Notwithstanding the foregoing, nothing herein shall be construed
to release the Company from its obligations to indemnify the Executive (as set forth in Section 7(h)).
(b) No
Duplication; No Mitigation; Limited Offset. In no event shall the Executive be entitled to duplicate payments or benefits under different
provisions of this Agreement or pursuant to the terms of any other plan, program or arrangement of the Company. In the event of any termination
of the Executive’s employment under Sections 3(b) or 3(f), the Executive shall be under no obligation to seek other employment,
and, there shall be no offset against amounts due the Executive under this Agreement or pursuant to any plan of the Company on account
of any remuneration attributable to any subsequent employment or any claim asserted by the Company, except with respect to the continuation
of benefits under Sections 3(b) and 3(f), which shall terminate immediately upon obtaining comparable coverage from another employer.
12
5. Restrictive
Covenants.
(a) Confidentiality.
The Executive recognizes that any knowledge and information of any type whatsoever of a confidential nature relating to the business of
the Company, including, without limitation, all types of trade secrets, vendor and customer lists and information, employee lists and
information, consumer data, information regarding product development, marketing plans, management organization information, operating
policies and manuals, sourcing data, performance results, business plans, financial records, network configuration and architecture, proprietary
software, and other financial, commercial, business and technical information (collectively, “Confidential Information”),
must be protected as confidential, not copied, disclosed or used, other than for the benefit of the Company, at any time. The Executive
further agrees that during the Employment Period and thereafter the Executive will not divulge to anyone (other than the Company or any
person employed or designated by the Company), publish or make use at any time of any Confidential Information without the prior written
consent of the Company (in its sole and absolute discretion), except (i) as (and only to the extent) required by an order of a court having
competent jurisdiction or under subpoena from an appropriate government agency and then only after providing the Company with the reasonable
opportunity to prevent such disclosure or to receive confidential treatment for the Confidential Information required to be disclosed,
(ii) with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to the enforcement
of this Agreement or (iii) as to Confidential Information that becomes generally known to the public or within the relevant trade or industry
other than due to the Executive’s violation of this Section 5(a). The Executive further agrees that following the termination of
the Employment Period for whatever reason, (A) the Company shall keep all tangible property assigned to the Executive or prepared by the
Executive and (B) the Executive shall not misappropriate or infringe upon the Confidential Information (including the recreation or reconstruction
of Confidential Information from memory).
(b) Non-Interference.
The Executive acknowledges that information regarding the Company’s business and financial relations with its vendors, customers
and other business partners (“Business Partner Information”) is Confidential Information and proprietary to the Company and
that any interference with such relations based directly or indirectly on the use of such information would cause irreparable damage to
the Company. The Executive acknowledges that by virtue of the Executive’s employment with the Company, the Executive may gain knowledge
of Business Partner Information and that the Executive would inevitably have to draw on Business Partner Information and on other Confidential
Information if the Executive were to solicit or service the Company’s vendors, customers and other business partners (collectively,
“Business Partners”) on behalf of a competing business enterprise. The Executive agrees that during the Employment Period
and for a period of 18 months following the termination thereof for any reason (the “Restricted Period”), the Executive will
not, on behalf of the Executive or any other individual, company, partnership, corporation or other entity (for purposes of this Section
5(b) and Sections 5(c), 5(d) and 5(g), each a “person”), other than the Company, directly or indirectly do business with,
solicit the business of, or perform any services for any actual Business Partner, any person that has been a Business Partner within the
12-month period preceding such termination or any prospective Business Partner that was actively solicited within such 12-month period
preceding the termination of employment and as to whom or which the Executive provided any services or as to whom or which the Executive
has knowledge of Business Partner Information or Confidential Information. The foregoing restrictive covenant shall only apply to business
activities engaged in by the Executive on behalf of the Executive or any other person that are in competition with either (i) the businesses
or products of the Company as of the Executive’s date of termination or (ii) any business that the Company is planning to engage
in or products that the Company is planning to develop or launch. The Executive further agrees that, during the Employment Period and
the Restricted Period, the Executive will not, directly or indirectly, seek to encourage or induce any such Business Partner to cease
doing business with, or lessen its business with, the Company, or otherwise interfere with or damage (or attempt to interfere with or
damage) any of the Company’s relationships with its Business Partners, except in the ordinary course of the Company’s business.
13
(c) Non-Competition.
The Executive agrees that, during the Employment Period and the Restricted Period, the Executive shall not, without the prior written
consent of the Company, directly or indirectly, on the Executive’s behalf or on behalf of any other person, firm, corporation, association
or other entity, as an employee, director, investor, advisor, partner, consultant or otherwise, engage in any business of, provide services
to, enter the employ of, or have any interest in, any other person, firm, corporation or other entity anywhere in the world that is engaged
in a business that is in competition with either (i) the businesses or products of the Company as of the Executive’s date of termination,
or (ii) any business that the Company is planning to engage in or products that the Company is planning to develop or launch. Nothing
included in this Section 5(c) shall restrict the Executive from owning, for personal investment purposes only, less than 5% of the voting
stock of any publicly held corporation or 2% of the ownership interest in any non-publicly held company, provided that the Executive has
no connection or relationship with the issuer of such securities other than as a passive investor.
(d) Non-Solicitation
of Employees. The Executive agrees that during the Employment Period and the Restricted Period, the Executive shall not hire or solicit
to hire, whether on the Executive’s own behalf or on behalf of any other person (other than the Company), any employee of the Company
or any individual who had left the employ of the Company within 12 months of the termination of the Executive’s employment with
the Company (each, a “Relevant Employee”). Furthermore, during the Employment Period and the Restricted Period, the Executive
will not, directly or indirectly, encourage or induce any employee of the Company to leave the Company’s employ, except in the ordinary
course of the Company’s business. Without limiting the generality of the foregoing, the Executive agrees that during the Restricted
Period, the Executive shall (i) respond to any unsolicited request from any Relevant Employee by stating that the Executive is prohibited
from discussing job opportunities or career paths during the Restricted Period; (ii) not discuss any career opportunities with any Relevant
Employee; (iii) not contact a Relevant Employee in order to persuade the employee to re-consider employment with the Company; and (iv)
not be involved in any manner in the application process of any Relevant Employee with any person who, after the Employment Period, employs
the Executive or to whom the Executive provides services.
(e) Public
Comment. The Executive, during the Employment Period and at all times thereafter, shall not make any derogatory comment concerning
the Company or any of its current or former directors, officers, stockholders or employees. Similarly, the then-current members of the
Board and the Company’s senior management shall not make any derogatory comment concerning the Executive.
14
(f) Blue
Penciling. If any of the covenants and obligations of the Executive set forth in Section 5(a), Section 5(b), Section 5(c), Section
5(d) or Section 5(e) shall for any reason be held by a court of competent jurisdiction to be excessively broad as to duration, geographical
scope, activity or subject, such restrictions shall be construed so as thereafter to be limited or reduced to be enforceable to the extent
compatible with the applicable law; it being understood that by the execution of this Agreement, (i) the parties hereto regard such restrictions
as reasonable and compatible with their respective rights and (ii) the Executive acknowledges and agrees that the restrictions will
not prevent the Executive from obtaining gainful employment subsequent to the termination of the Executive’s employment. The existence
of any claim or cause of action by the Executive against the Company shall not constitute a defense to the enforcement by the Company
of the foregoing restrictive covenants, and such claim or cause of action shall be determined separately.
(g) Injunctive
Relief. The Executive acknowledges and agrees that the covenants and obligations of the Executive set forth in each of Section 5(a),
Section 5(b), Section 5(c), Section 5(d) and Section 5(e) relate to special, unique and extraordinary services rendered by the Executive
to the Company and that a violation of any of the terms of such covenants and obligations will cause the Company irreparable injury for
which adequate remedies are not available at law. The Executive agrees that the Company shall be entitled to seek an injunction, restraining
order or other temporary or permanent equitable relief (without the requirement to post bond) restraining the Executive from committing
any violation of the covenants and obligations contained herein. These injunctive remedies are cumulative and are in addition to any other
rights and remedies the Company may have at law or in equity. Furthermore, the Executive commits to informing any person with whom the
Executive seeks employment or to whom the Executive seeks to provide services after the Employment Period of the existing restrictive
covenants set forth in Section 5(a), Section 5(b), Section 5(c) and Section 5(d), in each case so long as such covenant remains in effect.
(h) Notwithstanding
anything to the contrary herein, the Executive understands that nothing in this Agreement restricts or prohibits the Executive from initiating
communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting
possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory
authority or a government agency or entity, or from making other disclosures that are protected under the whistleblower provisions of
state or federal law or regulation, and pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or
civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly
or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint
or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity
for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to the individual’s attorney
and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal
and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict
with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).
15
6. Intellectual
Property Rights.
(a) The
Executive agrees that all marketing, operating and training ideas, sourcing data, processes and materials, including all inventions, discoveries,
improvements, enhancements, written materials and development related to the business of the Company (“Proprietary Materials”)
to which the Executive may have access or that the Executive may develop or conceive while employed by the Company shall be considered
works made for hire for the Company and prepared within the scope of employment and shall belong exclusively to the Company. The Company
shall have a right to freely develop and alter such Proprietary Materials and to license and assign them to third parties.
(b) Any
Proprietary Materials developed by the Executive that, under applicable law, may not be considered works made for hire, are hereby assigned
to the Company without the need for any further consideration, and the Executive agrees to take such further action, including executing
such instruments and documents as the Company may reasonably request, to evidence such assignment.
(c) The
Executive agrees and undertakes without any additional compensation to execute all such deeds and documents that, in the Company’s
sole discretion, are necessary or desirable in order for the Company to be able to protect, register, maintain and in any other way fully
enjoy the Company’s rights referred to under this Section 6.
7. Miscellaneous.
(a) Assignment
and Successors. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legatees,
executors, administrators, legal representatives, successors and assigns. Notwithstanding anything in the foregoing to the contrary, the
Executive may not assign any of the Executive’s rights or obligations under this Agreement without first obtaining the written consent
of the Company. The Company may assign this Agreement in connection with a sale of all or substantially all of its business and/or assets
(whether direct or indirect, by purchase, merger, consolidation or otherwise) and will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume and
agree to perform this 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. “Company” means the Company as hereinbefore defined and any successor to its business and/or assets
as aforesaid that assumes and agrees to perform this Agreement by operation of law or otherwise.
(b) Survival.
The provisions of Sections 2(d), 2(e), 3, 4, 5, 6 and 7 shall survive the termination of this Agreement pursuant to Section 3.
16
(c) Notices.
Any notices to be given hereunder shall be in writing and delivered personally or sent by registered or certified mail, return receipt
requested, costs paid by sender as follows:
If to the Executive, addressed to the Executive at the address
then shown in the Executive’s employment records
If to the Company at:
PVH Corp.
285 Madison Avenue
New York, New York 10017
Attention: Chief Executive Officer
With a copy to:
PVH Corp.
285 Madison Avenue
New York, New York 10017
Attention: Chief Legal Officer
Any party may change the address to which notices
are to be sent by giving notice of such change of address to the other party in the manner provided above for giving notice. Notice shall
be deemed given when delivered personally or when signed for.
(d) Governing
Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without
regard to the principles thereof relating to the conflict of laws.
(e) Consent
to Jurisdiction. The Parties irrevocably agree that any claim, dispute, or controversy arising out of or relating to the Executive’s
employment with the Company, this Agreement, or the termination thereof (including any statutory, contractual, or common law claims),
shall be brought exclusively in the state or federal court of competent jurisdiction located in New York County, New York. The Executive
accepts, generally and unconditionally, the jurisdiction of such courts and any related appellate courts, and irrevocably agrees to be
bound by any final judgment (after exhausting all appeals therefrom or after all time periods for such appeals have expired) rendered
thereby in connection with this Agreement. The Executive hereby irrevocably submits and consents to the exclusive jurisdiction of such
courts in any such action and waives any objection the Executive may now or hereafter have as to the laying of venue in such courts of
any such suit, action or proceeding brought in such a court or that such court is an inconvenient forum. The Executive further agrees
that service of process in any such action may be effected by certified mail, reputable overnight courier, or personal service, in each
case to the Executive’s last known address on file with the Company, without limiting any other method of service permitted by law.
The Parties agree that the foregoing is a mandatory and exclusive forum selection provision and not a permissive one.
(f) Severability.
The invalidity of any one or more provisions of this Agreement or any part thereof shall not affect the validity of any other provision
of this Agreement or part thereof. In the event that one or more provisions contained herein shall be held to be invalid, the Agreement
shall be reformed to make such provisions enforceable.
17
(g) Waiver.
The Company, in its sole discretion, may waive any of the requirements imposed on the Executive by this Agreement. The Company, however,
reserves the right to deny any similar waiver in the future. Each such waiver must be express and in writing and there will be no waiver
by conduct. Pursuit by the Company of any available remedy, either at law or in equity, or any action of any kind, does not constitute
waiver of any other remedy or action. Such remedies and actions are cumulative and not exclusive. The Executive’s or the Company’s
failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive or the
Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason or the Company’s
right to terminate the Executive’s employment for Cause, shall not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement.
(h) Indemnification.
The Company shall indemnify the Executive and hold the Executive harmless from and against any claim, loss or cause of action arising
from or out of the Executive’s performance as an officer, director or employee of the Company or in any other capacity, including
any fiduciary capacity, in which the Executive serves at the request of the Company to the maximum extent permitted by applicable law;
provided, however, that the Executive shall not be entitled to indemnification hereunder with respect to any expense, loss, liability
or damage which was caused by the Executive’s own gross negligence, willful misconduct or reckless disregard of the Executive’s
duties hereunder or as prohibited by applicable law. The Company shall pay any and all reasonable legal fees incurred by the Executive
in the defense of any such claim on a current basis, provided, however, that the Executive shall be obligated to reimburse the
Company for any fees that it is determined the Executive is not entitled to have paid by the Company under applicable law. The Company
shall have the right to select counsel reasonably acceptable to the Executive to defend such claim and to have the same counsel represent
the Company and its officers and directors unless there is a material conflict of interest between the Company, on the one hand, and the
Executive, on the other, in which case the Executive may select and retain the Executive’s own counsel at the Company’s expense,
subject to the consent of the Company, not to be unreasonably withheld or delayed. The Executive shall not settle any action or claim
against the Executive without the prior written consent of the Company.
(i) Legal
Fees. The Company agrees to reimburse the Executive (within 10 days following the Company’s receipt of an invoice from the Executive),
at any time from the Effective Date through the Executive’s remaining lifetime (or, if longer, through the 20th anniversary of the
Effective Date) to the fullest extent permitted by law, for all legal fees and expenses that the Executive may reasonably incur as a result
of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this
Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment
pursuant to this Agreement), provided, however, that the foregoing does not apply to any actions involving any claims related
to the Restrictive Covenants set forth in Section 5, including the validity or enforceability thereof. In order to be entitled to Legal
Fees, the Executive must prevail with respect to at least one substantive issue in dispute. In order to comply with Section 409A, in no
event shall the payments by the Company under this Section 7(i) be made later than the end of the calendar year next following the calendar
year in which any such contest is finally resolved, provided, that the Executive shall have submitted an invoice for such fees
and expenses at least 10 days before the end of the calendar year next following the calendar year in which such contest is finally resolved.
The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal
fees and expenses that the Company is obligated to pay in any other calendar year, and the Executive’s right to have the Company
pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.
18
(j) Section
Headings. The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning
or interpretation of this Agreement.
(k) Withholding.
Any payments provided for hereunder shall be reduced by any taxes or other amounts required to be withheld by the Company, and any benefits
provided hereunder shall be subject to taxation if and to the extent provided, from time to time under applicable employment or income
tax laws or similar statutes or other provisions of law then in effect.
(l) Section
409A of the Code. The provisions of this Agreement and any payments made herein are intended to comply with, and should be interpreted
consistent with, the requirements of Section 409A of the Code and any related regulations or other effective guidance promulgated thereunder
(collectively, “Section 409A”). The time or schedule of a payment to which the Executive is entitled under this Agreement
may be accelerated at any time that this Agreement fails to meet the requirements of Section 409A and any such payment will be limited
to the amount required to be included in the Executive’s income as a result of the failure to comply with Section 409A. If any provision
of this Agreement or any payment made hereunder fails to meet the requirements of Section 409A, the Company shall have no liability for
any tax, penalty or interest imposed on the Executive by Section 409A, and the Executive shall have no recourse against the Company for
payment of any such tax, penalty, or interest imposed by Section 409A.
(m) Representations
of the Executive. The Executive hereby represents and warrants to the Company that the Executive’s (i) acceptance of employment
with the Company, (ii) commencement of employment with the Company on the Effective Date, and (iii) performance of his duties hereunder
will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which
the Executive is a party or is otherwise bound, including, without limitation, any obligation to provide notice to, or any non-solicitation,
non-competition, or other similar covenant or agreement with respect to, any prior employer.
(n) Waiver
of Jury Trial. The Company and the Executive hereby waive, as against the other, trial by jury in any judicial proceeding to which
they are both parties involving, directly or indirectly, any matter in any way arising out of, related to or connected with this Agreement.
(o) Entire
Agreement. This Agreement contains the entire understanding, and cancels and supersedes all prior agreements and any agreement in
principle or oral statement, letter of intent, statement of understanding or guidelines of the parties hereto with respect to the subject
matter hereof. Notwithstanding the foregoing, this Agreement does not cancel or supersede the Plans (as defined in Section 2(b)) or the
plans referred to in Section 2(c). This Agreement may be amended, supplemented or otherwise modified only by a written document executed
by each of the parties hereto or their respective successors or assigns. The Executive acknowledges that the Executive is entering into
this Agreement of the Executive’s own free will and accord with no duress, and that the Executive has read this Agreement and understands
it and its legal consequences.
(p) Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute
one and the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
is deemed to have the same legal effect as delivery of a manually executed copy of this Agreement.
19
IN WITNESS WHEREOF, the parties
hereto have duly executed this Agreement on the day and year first above written.
PVH CORP.
By:
/s/ Mark D. Fischer
Name:
Mark D. Fischer
Title:
Executive Vice President
/s/ Alexis Rollier
ALEXIS ROLLIER
Date:
July 3, 2026
20
EXHIBIT A
RELEASE
TO ALL TO WHOM THESE PRESENTS SHALL COME OR
MAY CONCERN, KNOW THAT ALEXIS ROLLIER (the “Releasor”), on behalf of the Releasor and the Releasor’s heirs, executors,
administrators and legal representatives, in consideration of the severance to be paid and other benefits to be provided pursuant to Section
[3(b)]/[3(f)] of the Employment Agreement between the Releasor and PVH Corp., dated as of July 3, 2026 (the “Agreement”) and
other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, hereby irrevocably, unconditionally,
generally and forever releases and discharges PVH Corp., together with its current and former affiliates and subsidiaries (the “Company”),
each of their respective current and former officers, directors, employees, agents, representatives and advisors and their respective
heirs, executors, administrators, legal representatives, receivers, affiliates, beneficial owners, successors and assigns (collectively,
the “Releasees”), from, and hereby waives and settles, any and all, actions, causes of action, suits, debts, promises, damages,
or any liability, claims or demands, known or unknown and of any nature whatsoever and which the Releasor ever had, now has or hereafter
can, shall or may have, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of
this Release arising directly or indirectly pursuant to or out of the Releasor’s employment with the Company or the termination
of such employment (collectively, “Claims”), including, without limitation, any Claims (i) arising under any federal, state,
local or other statutes, orders, laws, ordinances, regulations or the like that relate to the employment relationship and/or worker or
workplace protection, and/or specifically prohibit discrimination based upon age, race, religion, gender, national origin, disability,
sexual orientation or any other unlawful bases, including, without limitation, the Age Discrimination in Employment Act of 1967, as amended,
Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, as amended, the Civil Rights Acts of 1866 and 1871,
as amended, the Americans with Disabilities Act of 1990, as amended, the Employee Retirement Income Security Act of 1974, as amended,
the Family and Medical Leave Act of 1993, as amended, the Older Workers Benefit Protection Act (“OWBPA”), the Equal Pay Act,
Rehabilitation Act of 1973, Sarbanes-Oxley Act of 2002, the Worker Adjustment Retraining and Notification (“WARN”) Act, the
New York and New Jersey WARN statutes, the New York State and New York City Human Rights Laws, as amended, New York State Labor Laws,
the laws of the States of New York and New Jersey, the City of New York and Somerset County, New Jersey relating to discrimination and
employment, including, the New Jersey Family Leave Act, the New Jersey Conscientious Employee Protection Act, the New York and New Jersey
Constitutions, and any and all applicable rules and regulations promulgated pursuant to or concerning any of the foregoing statutes; (ii)
arising under or pursuant to any contract, express or implied, written or oral, including, without limitation, the Agreement; (iii) for
wrongful dismissal or termination of employment; (iv) for tort, tortious or harassing conduct, infliction of mental or emotional distress,
fraud, libel or slander; and (v) for damages, including, without limitation, punitive or compensatory damages or for attorneys’
fees, expenses, costs, wages, injunctive or equitable relief. This Release shall not apply to any claim that the Releasor may have for
a breach of Section [3(b)]/[3(f)(ii)], 5(e), 7(h), or 7(i) of the Agreement or any plan or program of the type referred to in Sections
2(b) and 2(c) of the Agreement in which the Releasor was a participant, or for monies owed pursuant to Section 2(d) or 2(e) of the Agreement.
A-1
The Releasor agrees not to
file, assert or commence any Claims against any Releasee with any federal, state or local court or any administrative or regulatory agency
or body. Notwithstanding the foregoing, nothing herein shall constitute a release by the Releasor of a claim to the extent such claim
is not waivable as a matter of applicable law. Without limiting the generality of the foregoing, nothing herein shall affect any right
to file an administrative charge with the Equal Employment Opportunity Commission, subject to the restriction that if any such charge
is filed, the Releasor agrees not to violate the confidentiality provisions of the Agreement and further agrees and covenants that should
the Releasor or any other person, organization, or other entity file, charge, claim, sue or cause or permit to be filed any charge with
the Equal Employment Opportunity Commission, civil action, suit or legal proceeding against the Releasees (or any of them) involving any
matter occurring at any time in the past, the Releasor will not seek or accept any personal relief (including, but not limited to, a monetary
award, recovery, relief or settlement) in such charge, civil action, suit or proceeding.
The Releasor represents and
warrants that there has been no assignment or other transfer of any interest in any Claim which the Releasor may have against the Releasees,
or any of them, and the Releasor agrees to indemnify and hold the Releasees, and each of them, harmless from any Claims, or other liability,
demands, damages, costs, expenses and attorneys’ fees incurred by the Releasees, or any of them, as a result of any person asserting
any such assignment or transfer. It is the intention of the parties that this indemnity does not require payment as a condition precedent
to recovery by the Releasees against the Releasor under this indemnity.
The Releasor agrees that if
the Releasor hereafter commences, joins in, or in any manner seeks relief through any suit arising out of, based upon, or relating to
any Claim released hereunder, or in any manner asserts against the Releasees, or any of them, any Claim released hereunder, then the Releasor
shall pay to the Releasees, and each of them, in addition to any other damages caused to the Releasees thereby, all attorneys’ fees
incurred by the Releasees in defending or otherwise responding to said suit or Claim.
The Releasor hereby waives
any right to, and agrees not to, seek reinstatement of the Releasor’s employment with the Company or any Releasee. The Releasor
acknowledges that the amounts to be paid to the Releasor under [Section 3(b)]/[3(f)] of the Agreement include benefits, monetary or otherwise,
which the Releasor has not earned or accrued, or to which the Releasor is not already entitled.
The Releasor acknowledges
that the Releasor was advised by the Company to consult with the Releasor’s attorney concerning the waivers contained in this Release,
that the Releasor has consulted with counsel, and that the waivers the Releasor has made herein are knowing, conscious and with full appreciation
that the Releasor is forever foreclosed from pursuing any of the rights so waived.
The Releasor has a period
of 21 days from the date on which a copy of this Release has been delivered to the Releasor to consider whether to sign it. In addition,
in the event that the Releasor elects to sign and return to PVH Corp. a copy of this Release, the Releasor has a period of seven days
(the “Revocation Period”) following the date of such return to revoke this Release, which revocation must be in writing and
delivered to PVH Corp., 285 Madison Avenue, New York, New York 10017, Attention: Chief Legal Officer, within the Revocation Period. This
Release, and the Releasor’s right to receive the amounts to be paid to the Releasor under Section [3(b)]/[3(f)], shall not be effective
or enforceable until the expiration of the Revocation Period without the Releasor’s exercise of the Releasor’s right of revocation.
This Release shall not be
amended, supplemented or otherwise modified in any way except in a writing signed by the Releasor and PVH Corp.
This Release shall be governed
by, and construed and enforced in accordance with, the laws of the State of New York, without reference to its principles of conflicts
of law.
A-2
IN WITNESS WHEREOF,
the Releasor has caused this Release to be executed as of ___________________, 20__.
ALEXIS ROLLIER
A-3
EX-99.1 — PRESS RELEASE ISSUED BY PVH CORP. ON JULY 14, 2026
EX-99.1
Filename: ea029796901ex99-1.htm · Sequence: 3
Exhibit 99.1
PVH CORP. APPOINTS ALEXIS ROLLIER AS CHIEF FINANCIAL
OFFICER
● Mr. Rollier brings more than 30 years of global
finance, operations and omni-channel retail experience.
● He joins PVH from LVMH-owned Sephora, where
he has served as Global Chief Operating Officer and Global Chief Financial Officer since 2018.
● This appointment further strengthens PVH’s
leadership team, as the company executes its PVH+ Plan to build Calvin Klein and TOMMY HILFIGER into their full potential and drive long-term
growth and shareholder value.
NEW YORK – July 14, 2026 – PVH Corp. (NYSE: PVH),
home to iconic brands Calvin Klein and TOMMY HILFIGER, today announced that Alexis Rollier has been appointed Chief Financial
Officer, joining in early September 2026. Mr. Rollier will lead PVH’s global finance organization and oversee all aspects of the
company’s financial steering around the world. He will join the PVH Executive Leadership Team and report to Stefan Larsson, Chief
Executive Officer.
Mr. Rollier brings a strong combination of global finance, operations
and omni-channel retail expertise to his new role at PVH. With more than three decades of experience at some of the world’s most
recognizable consumer brands, he joins PVH from Sephora, part of the LVMH Group, where he has served as Global Chief Operating Officer
and Global Chief Financial Officer since 2018. During his 14-year tenure with the global beauty retailer, Mr. Rollier has played a significant
role in scaling the business around the world, delivering outstanding growth, while improving profitability and operating performance.
Stefan Larsson, Chief Executive Officer, PVH Corp. said: “Alexis
is a unique global finance leader, who brings highly relevant expertise across multi-brand and omni-channel retail, deep financial and
operational experience, and a strong track record of driving disciplined growth with profit expansion. As we continue our journey to build
Calvin Klein and TOMMY HILFIGER into their full potential, Alexis’s experience connecting consumer-facing strategies with effective
financial steering will help drive long-term shareholder value.”
Over the course of his career, Mr. Rollier has lived and worked in
both the U.S. and Europe, and has led teams across North America, Europe, the Middle East and Latin America, gaining a deep understanding
of how to manage and grow omni-channel consumer businesses and balance global scale with local market relevance and execution. Prior to
his current role at Sephora, he held senior leadership roles at the company, including CFO for Europe and the Middle East, and CFO and
SVP, Operations Americas. In these roles, Mr. Rollier led major initiatives, including business transformations and capability building
across digital, e-commerce and supply chain. Earlier in his career, he served as Global Chief Financial Officer at Guerlain and held senior
finance roles at Kingfisher and LVMH. He started his career at Arthur Andersen and earned his MBA at ESSEC Business School.
Alexis Rollier, incoming Chief Financial Officer, PVH Corp. said:
“Calvin Klein and TOMMY HILFIGER are two of the most iconic brands in the world, with powerful consumer relevance, and I am energized
by the opportunity to join the PVH team at this important stage of the company’s journey. I look forward to working alongside Stefan
and the PVH leadership team as we focus on capturing opportunities across our global business, and delivering long-term, sustainable value
to our PVH shareholders.”
Mr. Rollier will join PVH in early September 2026 and will succeed
Melissa Stone, Executive Vice President, Global Financial Planning & Analysis (FP&A) who has served as Interim CFO since January
1, 2026. Ms. Stone will work closely with Mr. Rollier to ensure a smooth transition and continue to lead Global FP&A, reporting to
Mr. Rollier.
“I want to thank Melissa for her exceptional partnership over
this interim period,” added Mr. Larsson. “I am looking forward to her continued leadership in FP&A and working
closely with both her and Alexis as we continue to advance our strategic priorities.”
***
About PVH Corp.
PVH is one of the world’s largest fashion companies, driven by
its two iconic brands, Calvin Klein and TOMMY HILFIGER. For more than 140 years, PVH has connected
with and inspired consumers globally and now operates in more than 40 countries worldwide. For more information, visit https://www.pvh.com. Follow
PVH on Instagram and LinkedIn.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995: Forward-looking statements in this press release are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements are inherently subject to risks and uncertainties,
many of which cannot be predicted with accuracy, and some of which might not be anticipated, including, without limitation, (i) the Company’s
plans, strategies, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; and (ii)
other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.
The Company does not undertake any obligation to update publicly any
forward-looking statement, whether as a result of the receipt of new information, future events or otherwise.
Investor Contact:
investorrelations@pvh.com
Media Contact:
communications@pvh.com
# # #
GRAPHIC
GRAPHIC
Filename: ea029796901_ex99-1img1.jpg · Sequence: 4
Binary file (1726 bytes)
Download ea029796901_ex99-1img1.jpg
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 10
v3.26.1
Cover
Jul. 10, 2026
Document Type
8-K
Amendment Flag
false
Document Period End Date
Jul. 10, 2026
Entity File Number
001-07572
Entity Registrant Name
PVH CORP. /DE/
Entity Central Index Key
0000078239
Entity Tax Identification Number
13-1166910
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
285
Madison Avenue
Entity Address, City or Town
New York
Entity Address, State or Province
NY
Entity Address, Postal Zip Code
10017
City Area Code
212
Local Phone Number
381-3500
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Entity Emerging Growth Company
false
Common Stock, $1 par value
Title of 12(b) Security
Common
Stock, $1 par value
Trading Symbol
PVH
Security Exchange Name
NYSE
4.125% Senior Notes due 2029
Title of 12(b) Security
4.125% Senior Notes due 2029
Trading Symbol
PVH29
Security Exchange Name
NYSE
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=PVH_CommonStock1ParValueMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=PVH_Sec4.125SeniorNotesDue2029Member
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type: