; Liz Claiborne Savings Plan - CLAIBORNE LIZ INC - 3-24-1994
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Liz Claiborne Savings Plan - CLAIBORNE LIZ INC - 3-24-1994

VIEWS: 4 PAGES: 16

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									LE> AMENDMENT NO. 3 TO THE LIZ CLAIBORNE SAVINGS PLAN (As Amended and Restated Effective January 1, 1987) The Liz Claiborne Savings Plan as amended (the "Plan") is hereby further amended in the following respects, pursuant to the provisions of Section 13.3. 1. Section 4.2.1 is amended, effective January 1, 1993, by restating the heading in its entirety to re "Fixed Income Contract Fund". 2. Section 8.3 is amended by adding a sentence immediately following the first sentence to read as follows: Notwithstanding the foregoing, if the value of a Member's vested interest in his Accounts does not exceed (and did not exceed at the time of any prior distribution under the Plan) $3,500 (including, if applicable, a value equal to zero), such Member's distribution shall be paid in cash except as the Committee shall otherwise direct; provided, that the Member may request that his Accounts be distributed, in whole or in part, in shares of Company stock. 3. Article IX is amended by adding a new Subsection 9.13 to read as follows: 9.13 Direct Rollover of Eligible Rollover Distributions. This Section applies to distributions fr the Plan made on or after January 1, 1993. Notwithstanding any provision of the Plan to the contra that would otherwise limit a Distributee's election under this Section 9.13, a Distributee may elec at the time and in the manner prescribed by the Administrative Committee, to have any portion of hi Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. 9.13.1 Definitions. specified below. For purposes of this Section 9.13, the following terms shall have the meaning

9.13.1.1 Eligible Rollover Distribution. Under this Plan, any distribution of all or any portion the vested balance to the credit of the Distributee under the Plan, except that an Eligible Rollove Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and a deemed distribution occurring upon the Member's Termination of Employment under which the Member's account balance is offset by the amount of an outstanding Plan loan.

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9.13.1.2 Eligible Retirement Plan. An individual retirement account described in section 408(a) o the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, or another employer's qualified trust described in section 401(a) of the Code, that accepts the Distributee's Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to the surviving spouse, an Eligible Retirement Plan is o an individual retirement account or individual retirement annuity. 9.13.1.3 Distributee. Only a Member, the Member's surviving spouse and the Member's spouse or former spouse who is the alternate payee under a qualified domestic relations order (as defined in section 414(p) of the Code and Section 9.11.1. 9.13.1.4 Direct Rollover. A payment by the Plan to the Eligible Retirement Plan specified by the Distributee, in the manner prescribed by the Administrative Committee. 9.13.2 Limitation. No more than one Direct Rollover may be elected by a Distributee for each Eligible Rollover Distribution. 9.13.3 Default Procedure. If, upon Termination of Employment, the value of a Member's vested interest in his Accounts does not exceed $3,500 (and did not exceed $3,500 at the time of any prior distribution under the Plan), and such Member does not make a timely election under Section 9.13 whether or not to directly rollover his distribution from the Plan, such distribution shall be made directly to the Member. Subsection 15.1.2 is clarified by replacing the term "Total Earnings" with the phrase, "compensatio (as defined in Treasury Reg. section 1.415-2(d)(11)(ii)".

- 2 -

9.13.1.2 Eligible Retirement Plan. An individual retirement account described in section 408(a) o the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, or another employer's qualified trust described in section 401(a) of the Code, that accepts the Distributee's Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to the surviving spouse, an Eligible Retirement Plan is o an individual retirement account or individual retirement annuity. 9.13.1.3 Distributee. Only a Member, the Member's surviving spouse and the Member's spouse or former spouse who is the alternate payee under a qualified domestic relations order (as defined in section 414(p) of the Code and Section 9.11.1. 9.13.1.4 Direct Rollover. A payment by the Plan to the Eligible Retirement Plan specified by the Distributee, in the manner prescribed by the Administrative Committee. 9.13.2 Limitation. No more than one Direct Rollover may be elected by a Distributee for each Eligible Rollover Distribution. 9.13.3 Default Procedure. If, upon Termination of Employment, the value of a Member's vested interest in his Accounts does not exceed $3,500 (and did not exceed $3,500 at the time of any prior distribution under the Plan), and such Member does not make a timely election under Section 9.13 whether or not to directly rollover his distribution from the Plan, such distribution shall be made directly to the Member. Subsection 15.1.2 is clarified by replacing the term "Total Earnings" with the phrase, "compensatio (as defined in Treasury Reg. section 1.415-2(d)(11)(ii)". IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its Administrative Committee, the 16th day of June, 1993. LIZ CLAIBORNE INC.

By: On Behalf of the Administrative Committee ATTEST:

AMENDMENT NO. 4 TO THE LIZ CLAIBORNE SAVINGS PLAN (As Amended and Restated Effective January 1, 1987)

The Liz Claiborne Savings Plan as amended (the "Plan") is hereby further amended in the following respects, pursuant to the provisions of Section 13.3. 1. Section 1.12 is clarified, effective January 1, 1988, by adding "and commissions" after "base wages in the first sentence. 2. Section 1.12 is amended, effective January 1, 1989, by restating the last sentence to read as follo If, as a result of the application of the family aggregation rules under Section 14.4, the dollar limitation under section 401(a) (17) of the Code is exceeded, then the dollar limitation shall be prorated among the affected individuals in proportion to each such individuals' Compensation (as determined under this Section 1.12 after the application of the dollar limitation). 3. Section 1.35 is amended, effective January 1, 1989, by restating the last sentence to read as follo If, as a result of the application of the family aggregation rules under Section 14.4, the dollar limitation under section 401(a) (17) of the Code is exceeded, then the dollar limitation shall be prorated among the affected individuals in proportion to each such individuals' Total Earnings (as determined under this Section 1.35 after the application of the dollar limitation). 4. Subsection 7.4.2 is amended, effective August 5, 1993, by deleting paragraph (d) and by deleting "; and" in paragraph (c) and adding a period to the end of paragraph (c). IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its Administrative Committee, the 5th day of January, 1994. LIZ CLAIBORNE INC.

AMENDMENT NO. 4 TO THE LIZ CLAIBORNE SAVINGS PLAN (As Amended and Restated Effective January 1, 1987)

The Liz Claiborne Savings Plan as amended (the "Plan") is hereby further amended in the following respects, pursuant to the provisions of Section 13.3. 1. Section 1.12 is clarified, effective January 1, 1988, by adding "and commissions" after "base wages in the first sentence. 2. Section 1.12 is amended, effective January 1, 1989, by restating the last sentence to read as follo If, as a result of the application of the family aggregation rules under Section 14.4, the dollar limitation under section 401(a) (17) of the Code is exceeded, then the dollar limitation shall be prorated among the affected individuals in proportion to each such individuals' Compensation (as determined under this Section 1.12 after the application of the dollar limitation). 3. Section 1.35 is amended, effective January 1, 1989, by restating the last sentence to read as follo If, as a result of the application of the family aggregation rules under Section 14.4, the dollar limitation under section 401(a) (17) of the Code is exceeded, then the dollar limitation shall be prorated among the affected individuals in proportion to each such individuals' Total Earnings (as determined under this Section 1.35 after the application of the dollar limitation). 4. Subsection 7.4.2 is amended, effective August 5, 1993, by deleting paragraph (d) and by deleting "; and" in paragraph (c) and adding a period to the end of paragraph (c). IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its Administrative Committee, the 5th day of January, 1994. LIZ CLAIBORNE INC.

By: On Behalf of the Administrative Committee ATTEST:

EXHIBIT 10(i)(i)
AMENDMENT NO. 1 TO THE LIZ CLAIBORNE PROFIT-SHARING RETIREMENT PLAN (As Amended and Restated Effective January 1, 1987)

The Liz Claiborne Profit-Sharing Retirement Plan (as amended and restated effective January 1, 1987 is hereby further amended pursuant to Section 12.4 in the following respects: 1. Section 7.4 is amended by adding a sentence to the end to read as follows: If such a Member does not make a timely election under Section 7.7 whether or not to directly roll over his distribution from the Plan, such distribution shall be made directly to the Member. 2. Article VII is amended by adding a new Subsection 7.7 to read as follows: 7.7 Direct Rollover of Eligible Rollover Distributions. This Section applies to distributions fro the Plan made on or after January 1, 1993. Notwithstanding any provision of the Plan to the contra that would otherwise limit a Distributee's election under this Section 7.7, a Distributee may elect at the time and in the manner prescribed by the Administrative Committee, to have any portion of hi Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. 7.7.1 Definitions. specified below. For purposes of this Section 7.7, the following terms have the smeanings

EXHIBIT 10(i)(i)
AMENDMENT NO. 1 TO THE LIZ CLAIBORNE PROFIT-SHARING RETIREMENT PLAN (As Amended and Restated Effective January 1, 1987)

The Liz Claiborne Profit-Sharing Retirement Plan (as amended and restated effective January 1, 1987 is hereby further amended pursuant to Section 12.4 in the following respects: 1. Section 7.4 is amended by adding a sentence to the end to read as follows: If such a Member does not make a timely election under Section 7.7 whether or not to directly roll over his distribution from the Plan, such distribution shall be made directly to the Member. 2. Article VII is amended by adding a new Subsection 7.7 to read as follows: 7.7 Direct Rollover of Eligible Rollover Distributions. This Section applies to distributions fro the Plan made on or after January 1, 1993. Notwithstanding any provision of the Plan to the contra that would otherwise limit a Distributee's election under this Section 7.7, a Distributee may elect at the time and in the manner prescribed by the Administrative Committee, to have any portion of hi Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. 7.7.1 Definitions. specified below. For purposes of this Section 7.7, the following terms have the smeanings

7.7.1.1 Eligible Rollover Distribution. Under this Plan, any distribution of all or any portion o the vested balance to the credit of the Distributee under the Plan, except that an Eligible Rollove Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code. 7.7.1.2 Eligible Retirement Plan. An individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, or another employer's qualified trust described in section 401(a) of the Code, that accepts the Distributee's Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to the surviving spouse, an Eligible Retirement Plan is o an individual retirement account or individual retirement annuity. 7.7.1.3 Distributee. Only a Member, the Member's surviving spouse, and the Member's spouse or for spouse who is the alternate payee under a qualified domestic relations order (as defined in section 414(p) of the Code and Section 7.6.1.

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7.7.1.4 Direct Rollover. A Direct Rollover is a payment by the Plan to the Eligible Retirement Pl specified by the Distributee, in the manner prescribed by the Administrative Committee. 7.7.2 Limitation. No more than one Direct Rollover may be elected by a Distributee for each Eligi Rollover Distribution. 3. Section 13.1.2 is amended by replacing the term "total compensation" with the phrase, "compensation (as defined in Treasury Reg. section 1.415-2(d)(11)(ii)". IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its Administrative Committee, the 16th day of June, 1993. LIZ CLAIBORNE INC.

By: On Behalf of the Administrative Committee

ATTEST:

- 2 -

7.7.1.4 Direct Rollover. A Direct Rollover is a payment by the Plan to the Eligible Retirement Pl specified by the Distributee, in the manner prescribed by the Administrative Committee. 7.7.2 Limitation. No more than one Direct Rollover may be elected by a Distributee for each Eligi Rollover Distribution. 3. Section 13.1.2 is amended by replacing the term "total compensation" with the phrase, "compensation (as defined in Treasury Reg. section 1.415-2(d)(11)(ii)". IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its Administrative Committee, the 16th day of June, 1993. LIZ CLAIBORNE INC.

By: On Behalf of the Administrative Committee

ATTEST:

AMENDMENT NO. 2 TO THE LIZ CLAIBORNE PROFIT-SHARING RETIREMENT PLAN (As Amended and Restated Effective January 1, 1987)

The Liz Claiborne Profit-Sharing Retirement Plan (as amended and restated effective January 1, 1987 is hereby further amended pursuant to Section 12.4 in the following respects: 1. Section 1.8 is clarified, effective January 1, 1988, by adding "commissions and sales incentives" after "base wages" in the first sentence. 2. Section 1.8 is amended, effective January 1, 1989, by restating the last sentence to read as follow If, as a result of the application of such rules, the adjusted $200,000 limitation is exceeded, then (except as may be otherwise required under applicable regulations), the limitation shall be prorated among the affected individuals' Compensation (determined under this Section after the application of the limitation). IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its Administrative Committee, the 5th day of January, 1994.

LIZ CLAIBORNE INC.

By: On Behalf of the Administrative Committee

ATTEST:

EXHIBIT 10(l)(i) SUMMARY OF THE EXTENSION OF THE EXECUTIVE LIABILITY AND INDEMNIFICATION POLICY NO. 81035379(D) (THE "POLICY") The Policy has been extended from June 11, 1993 to June 11, 1994.

AMENDMENT NO. 2 TO THE LIZ CLAIBORNE PROFIT-SHARING RETIREMENT PLAN (As Amended and Restated Effective January 1, 1987)

The Liz Claiborne Profit-Sharing Retirement Plan (as amended and restated effective January 1, 1987 is hereby further amended pursuant to Section 12.4 in the following respects: 1. Section 1.8 is clarified, effective January 1, 1988, by adding "commissions and sales incentives" after "base wages" in the first sentence. 2. Section 1.8 is amended, effective January 1, 1989, by restating the last sentence to read as follow If, as a result of the application of such rules, the adjusted $200,000 limitation is exceeded, then (except as may be otherwise required under applicable regulations), the limitation shall be prorated among the affected individuals' Compensation (determined under this Section after the application of the limitation). IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its Administrative Committee, the 5th day of January, 1994.

LIZ CLAIBORNE INC.

By: On Behalf of the Administrative Committee

ATTEST:

EXHIBIT 10(l)(i) SUMMARY OF THE EXTENSION OF THE EXECUTIVE LIABILITY AND INDEMNIFICATION POLICY NO. 81035379(D) (THE "POLICY") The Policy has been extended from June 11, 1993 to June 11, 1994. The annual premium is $218,750.

EXHIBIT 10 (m)

DESCRIPTION OF SALARIED EMPLOYEE INCENTIVE BONUS PLAN

For the 1993 fiscal year, Liz Claiborne, Inc. (the "Company") maintained a bonus plan for full time salar employees under which bonuses were earned based on achievement of certain performance criteria, subject t certain terms and conditions. Under this bonus plan, the potential maximum bonus an employee could earn established as a percentage of the employee's base salary ranging from 20% to 100%. Bonuses for the year were determined by reference to a combination of pre-established corporate, divisional (if applicable) an individual performance criteria. The corporate portion of the bonus was determined by reference to increases in operating earnings and return on stockholders' equity. The divisional portion of the bonus, applicable, was determined by reference to each division's planned operating earnings, and the individual portion of the bonus was determined by attainment of individual performance goals. A similar bonus plan anticipated for 1994.

EXHIBIT 10(l)(i) SUMMARY OF THE EXTENSION OF THE EXECUTIVE LIABILITY AND INDEMNIFICATION POLICY NO. 81035379(D) (THE "POLICY") The Policy has been extended from June 11, 1993 to June 11, 1994. The annual premium is $218,750.

EXHIBIT 10 (m)

DESCRIPTION OF SALARIED EMPLOYEE INCENTIVE BONUS PLAN

For the 1993 fiscal year, Liz Claiborne, Inc. (the "Company") maintained a bonus plan for full time salar employees under which bonuses were earned based on achievement of certain performance criteria, subject t certain terms and conditions. Under this bonus plan, the potential maximum bonus an employee could earn established as a percentage of the employee's base salary ranging from 20% to 100%. Bonuses for the year were determined by reference to a combination of pre-established corporate, divisional (if applicable) an individual performance criteria. The corporate portion of the bonus was determined by reference to increases in operating earnings and return on stockholders' equity. The divisional portion of the bonus, applicable, was determined by reference to each division's planned operating earnings, and the individual portion of the bonus was determined by attainment of individual performance goals. A similar bonus plan anticipated for 1994.

EXHIBIT 10(o)(i) AMENDMENT NUMBER 1 TO THE LIZ CLAIBORNE, INC. DIRECTORS 1991 STOCK OWNERSHIP PLAN (THE "DIRECTORS PLAN") The Director's Plan is hereby amended effective March 9, 1994 as follows: In Section 5(a) in Line 2 after the word "of" delete: "January 1" and insert in its place: "the first business day of the Company's fiscal year" IN WITNESS WHEREOF, Liz Claiborne, Inc. has caused this instrument to be executed on this 22nd day of March 1994. LIZ CLAIBORNE, INC. By:

EXHIBIT 10 (m)

DESCRIPTION OF SALARIED EMPLOYEE INCENTIVE BONUS PLAN

For the 1993 fiscal year, Liz Claiborne, Inc. (the "Company") maintained a bonus plan for full time salar employees under which bonuses were earned based on achievement of certain performance criteria, subject t certain terms and conditions. Under this bonus plan, the potential maximum bonus an employee could earn established as a percentage of the employee's base salary ranging from 20% to 100%. Bonuses for the year were determined by reference to a combination of pre-established corporate, divisional (if applicable) an individual performance criteria. The corporate portion of the bonus was determined by reference to increases in operating earnings and return on stockholders' equity. The divisional portion of the bonus, applicable, was determined by reference to each division's planned operating earnings, and the individual portion of the bonus was determined by attainment of individual performance goals. A similar bonus plan anticipated for 1994.

EXHIBIT 10(o)(i) AMENDMENT NUMBER 1 TO THE LIZ CLAIBORNE, INC. DIRECTORS 1991 STOCK OWNERSHIP PLAN (THE "DIRECTORS PLAN") The Director's Plan is hereby amended effective March 9, 1994 as follows: In Section 5(a) in Line 2 after the word "of" delete: "January 1" and insert in its place: "the first business day of the Company's fiscal year" IN WITNESS WHEREOF, Liz Claiborne, Inc. has caused this instrument to be executed on this 22nd day of March 1994. LIZ CLAIBORNE, INC. By:

EXHIBIT 10(p)(i)
AMENDMENT NO. 1 TO THE LIZ CLAIBORNE, INC. STOCK INCENTIVE PLAN

The Liz Claiborne, Inc. 1992 Stock Incentive Plan is hereby amended, effective as of July 15, 1993, to ad the following at the end of Paragraph (a) of Section 1.2 thereof:

With respect to any action under the Plan that occurs on or after July 15, 1993 and affects an

EXHIBIT 10(o)(i) AMENDMENT NUMBER 1 TO THE LIZ CLAIBORNE, INC. DIRECTORS 1991 STOCK OWNERSHIP PLAN (THE "DIRECTORS PLAN") The Director's Plan is hereby amended effective March 9, 1994 as follows: In Section 5(a) in Line 2 after the word "of" delete: "January 1" and insert in its place: "the first business day of the Company's fiscal year" IN WITNESS WHEREOF, Liz Claiborne, Inc. has caused this instrument to be executed on this 22nd day of March 1994. LIZ CLAIBORNE, INC. By:

EXHIBIT 10(p)(i)
AMENDMENT NO. 1 TO THE LIZ CLAIBORNE, INC. STOCK INCENTIVE PLAN

The Liz Claiborne, Inc. 1992 Stock Incentive Plan is hereby amended, effective as of July 15, 1993, to ad the following at the end of Paragraph (a) of Section 1.2 thereof:

With respect to any action under the Plan that occurs on or after July 15, 1993 and affects an individual who is an "officer" of the Company within the meaning of Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, all references in this Plan to the Stock Option Committee shall be deemed to be references to the Compensation Committee of the Board.

IN WITNESS WHEREOF, Liz Claiborne, Inc. has caused this instrument to be executed on this November 1993.

day

LIZ CLAIBORNE, INC.

By:

ATTEST:

By:

EXHIBIT 10(t)

EXHIBIT 10(p)(i)
AMENDMENT NO. 1 TO THE LIZ CLAIBORNE, INC. STOCK INCENTIVE PLAN

The Liz Claiborne, Inc. 1992 Stock Incentive Plan is hereby amended, effective as of July 15, 1993, to ad the following at the end of Paragraph (a) of Section 1.2 thereof:

With respect to any action under the Plan that occurs on or after July 15, 1993 and affects an individual who is an "officer" of the Company within the meaning of Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, all references in this Plan to the Stock Option Committee shall be deemed to be references to the Compensation Committee of the Board.

IN WITNESS WHEREOF, Liz Claiborne, Inc. has caused this instrument to be executed on this November 1993.

day

LIZ CLAIBORNE, INC.

By:

ATTEST:

By:

EXHIBIT 10(t)
DESCRIPTION OF SUPPLEMENTAL LIFE INSURANCE

Vice Presidents of the Liz Claiborne, Inc. (the "Company") receive universal life insurance policies whic provide coverage equal to two times annual base salary. The Company pays the premiums on each policy dur the employment period, enabling the employee to have a paid-up life insurance policy at retirement with a cash surrender value. Additionally, the Chairman of the Board and Vice Chairman of the Board and Preside receive a $1 million term life insurance policy for which the Company pays the premium on the policy.

EXHIBIT 10(v)
DESCRIPTION OF 162(m) CASH BONUS PLAN

As a result of the enactment in 1993 of 162(m) of the Internal Revenue Code, compensation paid to a publicly-traded company's chief officer and any of the next four highest paid executive officers in exces of $1 million (per executive) will generally be non-deductible, subject to certain exceptions, including exception for stockholder-approved "performance-based" compensation programs. The Board of Directors of Liz Claiborne, Inc. (the "Company") adopted, on March 9, 1994, subject to stockholder approval, the 162(m) Cash Bonus Plan, which is a separate annual bonus plan for certain senio

EXHIBIT 10(t)
DESCRIPTION OF SUPPLEMENTAL LIFE INSURANCE

Vice Presidents of the Liz Claiborne, Inc. (the "Company") receive universal life insurance policies whic provide coverage equal to two times annual base salary. The Company pays the premiums on each policy dur the employment period, enabling the employee to have a paid-up life insurance policy at retirement with a cash surrender value. Additionally, the Chairman of the Board and Vice Chairman of the Board and Preside receive a $1 million term life insurance policy for which the Company pays the premium on the policy.

EXHIBIT 10(v)
DESCRIPTION OF 162(m) CASH BONUS PLAN

As a result of the enactment in 1993 of 162(m) of the Internal Revenue Code, compensation paid to a publicly-traded company's chief officer and any of the next four highest paid executive officers in exces of $1 million (per executive) will generally be non-deductible, subject to certain exceptions, including exception for stockholder-approved "performance-based" compensation programs. The Board of Directors of Liz Claiborne, Inc. (the "Company") adopted, on March 9, 1994, subject to stockholder approval, the 162(m) Cash Bonus Plan, which is a separate annual bonus plan for certain senio executive officers (the "162(m) Plan"), so as to qualify bonuses paid under that Plan for the 1995 fiscal year and later years as "performance-based". Eligible Executives. For each fiscal year commencing on or after January 1, 1995, the 162(m) Plan will cover all employees (i) having a base salary in excess of $500,000, or whose compensation may reasonably expected to exceed the $1 million threshold as determined by the Compensation Committee prior to the star of such year, and (ii) who are executive officers at the start of such year or are hired or promoted into that status during such year. Participants in the 162(m) Plan will not participate in the Company's Annual Bonus Plan already in place. The Compensation Committee reserves the right to establish alternati incentive compensation arrangements for otherwise eligible executives if it determines, in its discretion that it would be in the best interests of the Company and its stockholders to do so. Business Criteria Under the 162(m) Plan for 1995 and Later Fiscal Years. Under the 162(m) Plan, the Compensation Committee will set one or more objective performance goals for each participant each year us one or more earnings-based measures (which may be based on net income, operating income, cash flows, or a combination thereof), and if the Compensation Committee so determines, one or more sales-based measures. The goals set by the Compensation Committee may be expressed on an absolute and/or relative basis, and ma include comparisons with the current or past performance of the Company (including one or more of its divisions), and/or other companies. In addition, earnings-based goals may also be expressed as compariso to capital, stockholders' equity and/or shares outstanding (e.g., return on capital, return on equity or earnings per share). While the degree of achievement of the objective goals will determine the maximum bonus potentially payable to each participant pursuant to the goal formula(s) (subject to the maximum lev per participant described below), the Compensation Committee will have absolute discretion to reduce the actual payment below that level to the extent that it considers appropriate. The Compensation Committee will not have discretion to increase bonus amounts over the level determined by application of the performance goal formula(s) and will be required to certify that the performance goals underlying the bon payments have been satisfied. Maximum Bonus Opportunity. The bonus opportunity for each participant under the 162(m) Plan each year wi be related by a specific formula to his or her base salary at the start of such year, provided, that the maximum bonus paid under the Plan to any individual in respect of any fiscal year shall not exceed $1.5 million.

EXHIBIT 10(w)
DESCRIPTION OF THE LIZ CLAIBORNE, INC.

EXHIBIT 10(v)
DESCRIPTION OF 162(m) CASH BONUS PLAN

As a result of the enactment in 1993 of 162(m) of the Internal Revenue Code, compensation paid to a publicly-traded company's chief officer and any of the next four highest paid executive officers in exces of $1 million (per executive) will generally be non-deductible, subject to certain exceptions, including exception for stockholder-approved "performance-based" compensation programs. The Board of Directors of Liz Claiborne, Inc. (the "Company") adopted, on March 9, 1994, subject to stockholder approval, the 162(m) Cash Bonus Plan, which is a separate annual bonus plan for certain senio executive officers (the "162(m) Plan"), so as to qualify bonuses paid under that Plan for the 1995 fiscal year and later years as "performance-based". Eligible Executives. For each fiscal year commencing on or after January 1, 1995, the 162(m) Plan will cover all employees (i) having a base salary in excess of $500,000, or whose compensation may reasonably expected to exceed the $1 million threshold as determined by the Compensation Committee prior to the star of such year, and (ii) who are executive officers at the start of such year or are hired or promoted into that status during such year. Participants in the 162(m) Plan will not participate in the Company's Annual Bonus Plan already in place. The Compensation Committee reserves the right to establish alternati incentive compensation arrangements for otherwise eligible executives if it determines, in its discretion that it would be in the best interests of the Company and its stockholders to do so. Business Criteria Under the 162(m) Plan for 1995 and Later Fiscal Years. Under the 162(m) Plan, the Compensation Committee will set one or more objective performance goals for each participant each year us one or more earnings-based measures (which may be based on net income, operating income, cash flows, or a combination thereof), and if the Compensation Committee so determines, one or more sales-based measures. The goals set by the Compensation Committee may be expressed on an absolute and/or relative basis, and ma include comparisons with the current or past performance of the Company (including one or more of its divisions), and/or other companies. In addition, earnings-based goals may also be expressed as compariso to capital, stockholders' equity and/or shares outstanding (e.g., return on capital, return on equity or earnings per share). While the degree of achievement of the objective goals will determine the maximum bonus potentially payable to each participant pursuant to the goal formula(s) (subject to the maximum lev per participant described below), the Compensation Committee will have absolute discretion to reduce the actual payment below that level to the extent that it considers appropriate. The Compensation Committee will not have discretion to increase bonus amounts over the level determined by application of the performance goal formula(s) and will be required to certify that the performance goals underlying the bon payments have been satisfied. Maximum Bonus Opportunity. The bonus opportunity for each participant under the 162(m) Plan each year wi be related by a specific formula to his or her base salary at the start of such year, provided, that the maximum bonus paid under the Plan to any individual in respect of any fiscal year shall not exceed $1.5 million.

EXHIBIT 10(w)
DESCRIPTION OF THE LIZ CLAIBORNE, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

In 1993, the Board of Directors of Liz Claiborne, Inc. (the "Company") adopted the Liz Claiborne Supplemental Executive Retirement Plan (the "SERP") for executives whose benefits under the tax-qualified savings plan and profit-sharing retirement plan are constrained by the operation of certain Internal Reve Code ("Code") limitations (the "Limitations"). The SERP provides a benefit based on the difference betwe the Company contributions and salary deferrals that could have been made absent the Limitations for a participant under the tax-qualified plans and the actual contributions and deferrals made. The SERP is intended to cover a select group of management or highly compensated employees, and no executive may participate unless he or she is affected by the Code ceiling on compensation that must be taken into account under the tax-qualified plans ($150,000 for 1994). Eligible executives who were emplo on August 5, 1993 were credited with a retroactive SERP accrual for prior years in which the Limitations affected their tax-qualified plan benefits. The retroactive accruals were credited to SERP accounts in t form of phantom shares of Company stock and earn phantom dividends. The remainder of each participant's SERP account is credited with earnings at the same rate realized each year by the tax-qualified profitsharing plan.

EXHIBIT 10(w)
DESCRIPTION OF THE LIZ CLAIBORNE, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

In 1993, the Board of Directors of Liz Claiborne, Inc. (the "Company") adopted the Liz Claiborne Supplemental Executive Retirement Plan (the "SERP") for executives whose benefits under the tax-qualified savings plan and profit-sharing retirement plan are constrained by the operation of certain Internal Reve Code ("Code") limitations (the "Limitations"). The SERP provides a benefit based on the difference betwe the Company contributions and salary deferrals that could have been made absent the Limitations for a participant under the tax-qualified plans and the actual contributions and deferrals made. The SERP is intended to cover a select group of management or highly compensated employees, and no executive may participate unless he or she is affected by the Code ceiling on compensation that must be taken into account under the tax-qualified plans ($150,000 for 1994). Eligible executives who were emplo on August 5, 1993 were credited with a retroactive SERP accrual for prior years in which the Limitations affected their tax-qualified plan benefits. The retroactive accruals were credited to SERP accounts in t form of phantom shares of Company stock and earn phantom dividends. The remainder of each participant's SERP account is credited with earnings at the same rate realized each year by the tax-qualified profitsharing plan. SERP participants are fully vested in the portion of their SERP accounts attributable to salary deferrals. The remainder of each SERP account vests according to the same six-year schedule applicable under the two tax-qualified plans. The value of a participant's account is paid in cash following termination of employment. The SERP is unfunded, and participants have the status of general creditors o the Company.

S U B S I D I A R I E S L I Z C L A I B O R N E,

O F I N C.

Claiborne Limited Liz Claiborne Cosmetics, Inc. Liz Claiborne Accessories, Inc. Liz Claiborne Accessories-Sales, Inc. Liz Claiborne Export, Inc. Liz Claiborne Foreign Holdings, Inc. Liz Claiborne International Limited Liz Claiborne (Israel) Ltd. Liz Claiborne (Italy) Ltd. L. C. Licensing, Inc. Liz Claiborne Sales, Inc. Liz Claiborne-Texas, Inc. LCI Investments, Inc. LCI Holdings, Inc. Liz Claiborne (Canada) Limited Liz Claiborne, S.A. L.C. Caribbean Holdings, Inc. Liz Claiborne Shoes, Inc. L. C. Service Company, Inc. Liz Claiborne (U.K.) Limited LCI - Claiborne Limited Partnership Liz Claiborne do Brasil Ltda. LC/QL Investments, Inc. L.C. Dyeing, Inc. L.C. Augusta, Inc. Textiles Liz Claiborne Guatemala, S.A. Liz Claiborne (Malaysia) SDN.BHD Liz Claiborne B.V. RTVCH Holdings, Inc. Liz Claiborne Foreign Sales Corporation Liz Claiborne Operations (Israel) 1993 Limited Liz Claiborne Colombia Limitada

Hong Kong Delaware Delaware Delaware Delaware Delaware Hong Kong Israel Delaware Delaware Delaware Delaware Delaware Delaware Canada Costa Rica Delaware Delaware Delaware U.K. New Jersey Brazil Delaware Delaware Delaware Guatemala Malaysia Netherlands Delaware US Virgin Islands Israel Colombia

S U B S I D I A R I E S L I Z C L A I B O R N E,

O F I N C.

Claiborne Limited Liz Claiborne Cosmetics, Inc. Liz Claiborne Accessories, Inc. Liz Claiborne Accessories-Sales, Inc. Liz Claiborne Export, Inc. Liz Claiborne Foreign Holdings, Inc. Liz Claiborne International Limited Liz Claiborne (Israel) Ltd. Liz Claiborne (Italy) Ltd. L. C. Licensing, Inc. Liz Claiborne Sales, Inc. Liz Claiborne-Texas, Inc. LCI Investments, Inc. LCI Holdings, Inc. Liz Claiborne (Canada) Limited Liz Claiborne, S.A. L.C. Caribbean Holdings, Inc. Liz Claiborne Shoes, Inc. L. C. Service Company, Inc. Liz Claiborne (U.K.) Limited LCI - Claiborne Limited Partnership Liz Claiborne do Brasil Ltda. LC/QL Investments, Inc. L.C. Dyeing, Inc. L.C. Augusta, Inc. Textiles Liz Claiborne Guatemala, S.A. Liz Claiborne (Malaysia) SDN.BHD Liz Claiborne B.V. RTVCH Holdings, Inc. Liz Claiborne Foreign Sales Corporation Liz Claiborne Operations (Israel) 1993 Limited Liz Claiborne Colombia Limitada

Hong Kong Delaware Delaware Delaware Delaware Delaware Hong Kong Israel Delaware Delaware Delaware Delaware Delaware Delaware Canada Costa Rica Delaware Delaware Delaware U.K. New Jersey Brazil Delaware Delaware Delaware Guatemala Malaysia Netherlands Delaware US Virgin Islands Israel Colombia

EXHIBIT 24 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 10-K, into the Company's previously filed Registration Statements File Nos. 2-77590, 2-95258, 2-33661and 33-51257. New York, New York March 24, 1994

EXHIBIT 28
To Be Incorporated By Reference Into Registration Statements on Forms S-8 (File Nos. 2-77590, 2-95258, 2-33661 and 33-51257) UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendmen to this registration statement: (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such

(a)

EXHIBIT 24 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 10-K, into the Company's previously filed Registration Statements File Nos. 2-77590, 2-95258, 2-33661and 33-51257. New York, New York March 24, 1994

EXHIBIT 28
To Be Incorporated By Reference Into Registration Statements on Forms S-8 (File Nos. 2-77590, 2-95258, 2-33661 and 33-51257) UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendmen to this registration statement: (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(a)

(2)

That, for the purpose of determining any liability under the 1933 Act, each such post-effecti amendment shall be deemed to be a new registration statement relating to the securities offer therein, and the offering of such securities at that time shall be deemed to be the initial b fide offering thereof. To remove from registration by means of a post-effective amendment any of the securities bein registered which remain unsold at the termination of the offering.

(3)

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under 1933 Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursua to Section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and offering of such securities at that time shall be deemed to be the initial bona fide offering there Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwi the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

(h)

EXHIBIT 28
To Be Incorporated By Reference Into Registration Statements on Forms S-8 (File Nos. 2-77590, 2-95258, 2-33661 and 33-51257) UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendmen to this registration statement: (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(a)

(2)

That, for the purpose of determining any liability under the 1933 Act, each such post-effecti amendment shall be deemed to be a new registration statement relating to the securities offer therein, and the offering of such securities at that time shall be deemed to be the initial b fide offering thereof. To remove from registration by means of a post-effective amendment any of the securities bein registered which remain unsold at the termination of the offering.

(3)

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under 1933 Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursua to Section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and offering of such securities at that time shall be deemed to be the initial bona fide offering there Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwi the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

(h)


								
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