Distribution upon Separation. Upon a Separation, that portion (or all) of the Account which is attributable to such Deferral Election shall be distributed to the Participant in a single lump sum.

Distribution upon Death. Upon the death of a Participant, the balance of his or her Account shall be paid to the Participant’s beneficiary(ies) as designed in [Section 11]. Such payment shall be made in a single lump sum with such payment to be made within sixty (60) days following the date of the Participant’s death; provided that, if such sixty-day period ends in the taxable year following the year in which the Participant’s death occurs, neither the Participant nor the Participant’s beneficiary shall have the right to designate the year of payment and the payment shall occur in the taxable year in which such sixty (60) day period ends.

Subject to [Section 7(c)(2)], if a Director dies prior to the distribution of all amounts in the Director’s DSU Account, the balance of the Deferred Stock Units and Dividend DSUs credited to his or her DSU Account will be distributed to such Director’s Beneficiary (to the extent a Beneficiary has been designated) in accordance with the Director’s Distribution Elections.

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

“Performance Period Pretax Operating Income” means, # for Upstream-Focused Companies, pre-tax income, as reported on the consolidated Income Statement in each Peer Company’s and the Company’s Form 10-K for the Performance Period, adjusted to exclude the following items, as applicable: # interest income and expense; # exploration expense; # depletion, depreciation, amortization and accretion expense; # commodity derivative gains and losses; # impairment charges; # gains and losses incurred on the extinguishment of debt; and # gains and losses incurred on the purchase or sale of assets, and # for Non-Upstream-Focused Companies, pre-tax income, as reported by the Peer Company or the Company in accordance with FASC 932-235-50 (previously FAS 69), adjusted to exclude the following items, as applicable: # interest income and expense; # exploration expense; # depletion, depreciation, amortization and accretion expense; # commodity derivative gains and losses; # impairment charges; # gains and losses incurred on the extinguishment of debt; # gains and losses incurred on the purchase or sale of assets, and # general and administrative expenses related to continuing operations. Performance Period Pretax Operating Income for Non-Upstream-Focused Companies will also be reduced by such company’s Calculated Estimate of General and Administrative Expense. Performance Period Pretax Operating Income will include all operations of each such company, other than those related to an equity-method investment, including operations that qualify as discontinued operations under generally accepted accounting principles in the United States of America.

Under no circumstances shall a Participant’s Account be deemed to include amounts (including investment gains and losses thereon) which under the terms of the Supplemental Thrift Plan were credited after December 31, 2004 or were not vested as of that date.

The increase or decrease in the amount of Equivalents (the pro rata share of the net earnings, gains and losses, net of expenses and taxes of the Reference Investment Fund or Funds in which the Account is deemed to be invested);

Unrealized gains and losses ​

Each Participant shall elect that amounts credited to his or her Accounts be adjusted for gains or losses (realized or unrealized) and for dividend and other income, as such gains, losses, dividends, and income are reported to the trustee, as if invested in one or more investment funds which shall be designated for such purpose from time to time, in accordance with such rules and procedures as may be prescribed by the Committee or the trustee. Anything to the contrary in this Plan notwithstanding, the Company shall be under no obligation to direct the trustee of the trust to follow investment elections of any Participant.

Investment Election. A Participant may elect, pursuant to procedures established by the Committee and subject to applicable limitations herein, that his or her Basic, Matching, and Company Retirement Deferrals be credited with gains and losses as if such Deferrals had been invested (in increments of at least one percent (1%)) in one or more of the investment funds offered under the Plan, as may be determined by the Committee from time to time; provided, however, that a Participant may not elect to have any Company Retirement Deferrals credited with gains and losses as if such amounts had been invested in a fund composed of common stock of the Company (the “VF Corporation Stock Fund”), unless the Participant has elected to have the deemed investment of his or her Deferrals covered by the Financial Engines Professional Management Program, in which case up to twenty percent (20%) of the amounts attributable to his or her Company Retirement Deferrals may be credited with gains and losses as if such amounts had been invested in the VF Corporation Stock Fund.