Top-Hat Plan. For purposes of ERISA, the Plan is intended to constitute a “top-hat” plan, as described in [[Sections 201(2), 301(a)(3), and 401(a)(1)])])]])])] of ERISA and the regulations promulgated thereunder.

This Plan is intended to be a top-hat plan that covers a select group of management and highly-compensated employees.

Top-Heavy Plan. This Plan is top-heavy if any of the following conditions exist:

Top-Heavy Plan. The Plan shall be deemed “Top-Heavy” with respect to any Plan Year if, as of the last day of the preceding Plan Year (the “Determination Date”), the present value of the cumulative account balances for “Key Employees,” as defined in Code Section 416(i), under the Plan and all other plans in the “Aggregation Group,” as defined below, exceeds 60% of the present value, as of the Determination Date, of the cumulative account balances under all such plans for all employees of the Affiliates. For purposes of this [Article XI], # the term “Aggregation Group” shall mean each plan of the Affiliates in which a Key Employee participates and each other plan of the Affiliates that enables such plan to meet the requirements of Code Section 401(a)(4) or 410; # the present value of such account balances shall be computed in accordance with Code Section 416(g); and # the above percentage ratio shall be determined as of the Determination Date by a fraction, the numerator of which is the sum of the present value of the account balances of Key Employees under the Plan and all other plans in the Aggregation Group and the denominator of which is the sum of the present value of the account balances under all such plans, including the Plan, for all employees of the Affiliates. The accrued benefits of a Participant who did not perform any services for an Employer during the one-year period ending on the Determination Date shall be disregarded.

Description. This Plan is intended to be a welfare benefit plan within the meaning of [Section 3(1)] of ERISA and DOL Reg. [[Sec. 2510.3-2(b)])]])] and a top-hat welfare benefit plan within the meaning of [[Sec. 2520.104-24]4]]4].

10.3ERISA Issues. It is the intention of the Company that the Plan be a nonqualified deferred compensation plan described in [[Sections 201(2), 301(a)(3) and 401(a)(1)])])]])])] of ERISA covering a select group of management or highly compensated employees of the Company or an Adopting Subsidiary (a “Top Hat Plan”).

The Plan, as a “severance pay arrangement” within the meaning of [Section 3(2)(B)(i)] of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), is intended to be and shall be administered and maintained as an unfunded, top-hat welfare benefit plan under ERISA [Section 3(1)].

The intention of VF Corporation is that the Plan be at all times maintained on an unfunded basis for federal income tax purposes, administered as a “top hat” plan exempt from the substantive requirements of the Employee Retirement Income Security Act of 1974, as amended, and operated in accordance with the requirements of section 409A of the Code.

or Administrator in writing the name and other relevant information of the transferee plan and must provide such assurances t hat the Administrator shall reasonable require to demonstrate that the transferee plan is a qualified plan.

Any other provision of the Plan notwithstanding, this [Article 18] shall apply to any Plan Year in which the Plan is a Top-Heavy Plan. The Plan shall be considered a “Top-Heavy Plan” for a Plan Year if, as of the Determination Date for such Plan Year, the Top-Heavy Ratio for the Aggregation Group exceeds 60 percent.