2003 Committee Charter : VFC

V.F. CORPORATION
COMPENSATION COMMITTEE
CHARTER
(As Amended February 11, 2003)
I. PURPOSE
The purpose of the Compensation Committee (the "Committee") of the Board of
Directors (the "Board") of V.F. Corporation (the "Corporation") is to (A) discharge the
Board's responsibilities relating to compensation of the Corporation's executives, (B)
produce an annual report on executive compensation for inclusion in the Corporation's
proxy statement, in accordance with applicable laws and regulations, (C) review and
make recommendations to the Board concerning compensation and benefits for key
employees (including any actions relating to such compensation and benefits necessary
to comply with tax and securities regulations), and (D) review and make
recommendations to the Board concerning the Corporation's executive organizational
structure.
II. STRUCTURE
The Board shall annually designate the members of the Committee and its
Chairman. The Board may fill any vacancies on the Committee. The Committee shall
be composed of not less than three directors, each of whom shall (A) be independent in
accordance with any applicable requirements of the New York Stock Exchange, (B)
qualify as a "Non-Employee Director", as defined in Rule 16b-3(b)(3) under the
Securities Exchange Act of 1934, and (C) qualify as an "outside director" under
Treasury Regulation 1.162-27(e)(3). A member of the Committee may recuse himself
or herself from a decision, or the Committee may appoint a subcommittee fully
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authorized to act on any matter, in order to comply with securities and tax regulations or
for any other purpose. No action of the Committee shall be invalid or deemed beyond
the authority of the Committee because of a failure of any member to meet the
requirements of this paragraph.
The Secretary of the Corporation or the Secretary's designee will serve as the
Secretary of the Committee.
III. MEETINGS
The Committee shall meet as often and at such times and places as determined
by the Committee. A meeting may be called by any member of the Committee. A
majority of the members of the Committee shall constitute a quorum at any meeting. In
the absence of its Chairman, the Committee may appoint any other member of the
Committee to preside at its meetings. The members of the Committee shall not have
the authority to appoint another director to act in the place of an absent or disqualified
member of the Committee.
A written agenda shall be prepared, when possible, for each meeting and
distributed to Committee members prior to the meeting, together with any relevant
background materials. Minutes of each meeting shall be prepared and distributed to the
Committee. The Committee shall report on each of its proceedings to the Board at the
next regular meeting of the Board.
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IV. DUTIES
The Committee shall:
A. Compensation
1. Review and approve the Corporation's goals and objectives
relevant to CEO compensation, evaluate the CEO's performance in
light of the these goals and objectives, and set the CEO's
compensation level based on this evaluation;
2. Annually review the performance evaluations of the other
executive officers of the Corporation;
3. Annually recommend to the Board the salary of each officer of the
Corporation at the level of Vice President or above;
4. From time to time, analyze and recommend to the Board new or
modified compensation and benefit plans for key employees;
5. Make recommendations to the Board with respect to incentivecompensation
plans and equity-based plans;
6. Periodically review all of the Corporation's compensation and
benefit plans insofar as they relate to key employees to confirm that
such plans remain equitable and competitive;
7. Administer and interpret the Corporation's employee incentive
compensation plans, in accordance with the terms of each plan;
8. Prepare an annual report for the Corporation's proxy statement
regarding executive compensation, as required by the rules of the
Securities and Exchange Commission or relevant stock exchanges;
and
9. Periodically review and recommend to the Board compensation to
be paid to non-employee directors.
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B. Organization
1. Review proposed organization or responsibility changes at the
officer level of the Corporation; and
2. Review a succession plan for key officer positions of the
Corporation, other than the position of Chairman of the Board
and/or Chief Executive Officer.
C. Other
1. Perform such duties and make such investigations and reports as
the Board shall by resolution determine, subject to the restrictions
on committee power and authority as set forth in the Corporation's
By-Laws.
2. The Committee shall annually evaluate its performance.
V. RESOURCES AND AUTHORITY
A. The Committee shall have the authority to retain and terminate any
compensation consultant to assist in the evaluation of director, CEO, or
senior executive compensation. The Committee shall have authority to
approve the consultant's fees and other retention terms.
B. The Committee may form and delegate authority to subcommittees as it
deems appropriate.
VI. LIMIT ON AUTHORITY
In accordance with the Corporation's By-Laws and the Pennsylvania Business
Corporation Law of 1988, as amended, the Committee shall not have any power or
authority as to the following:
(A) The submission to shareholders of any action requiring approval of
shareholders under the Pennsylvania Business Corporation Law of 1988;
(B) The creation or filling of vacancies in the Board;
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(C) The adoption, amendment or repeal of the By-Laws;
(D) The amendment or repeal of any resolution of the Board that by its terms
is amendable or repealable only by the Board; or
(E) The action on matters committed by the By-Laws or resolution of the
Board to another committee of the Board.
Except for the actions beyond the Committee's authority as specified in the
previous paragraph, no action of the Committee shall be invalid or void solely because
the action was taken not in conformance with this Charter.
VII. REVIEW OF CHARTER
The Committee shall periodically review the provisions of this Charter and
recommend at that time, or at any other time, any changes to the Board.
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