PHILLIPS VAN HEUSEN CORP /DE/
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<TYPE>EX-10.16
<SEQUENCE>3
<FILENAME>exh1016.txt
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                                                   EXHIBIT 10.16

                  PHILLIPS-VAN HEUSEN CORPORATION
                  PERFORMANCE INCENTIVE BONUS PLAN


1. Purpose.  The purposes of the Plan are to induce certain
senior executive employees of the Company and its Subsidiaries
to remain in the employ of the Company and its Subsidiaries, to
attract new individuals to enter into such employ and to provide
such persons with additional incentive to promote the success of
the business of the Company and its Subsidiaries.

2. Definitions.

(a) Defined Terms.  The following words as used in the
Plan shall have the meanings ascribed to each below.

		"Board" means the Board of Directors of the Company.

		"Cause" means (i) the commission by the Participant of
any act or omission that would constitute a crime under federal,
state or equivalent foreign law, (ii) the commission by the
Participant of any act of moral turpitude, (iii) fraud,
dishonesty or other acts or omissions that result in a breach of
any fiduciary or other material duty to the Company and/or the
Subsidiaries, (iv) continued substance abuse that renders the
Participant incapable of performing his or her material duties
to the satisfaction of the Company and/or the Subsidiaries, or
(v) as defined in the Participant's employment agreement (or
other document or documents evidencing the terms of the
Participant's employment), if any, with the Company or a
Subsidiary.

		"Code" means the Internal Revenue Code of 1986, as in
effect at the time with respect to which such term is used.

		"Committee" means the committee of the Board that the
Board shall designate from time to time to administer the Plan
or any subcommittee thereof.

		"Company" means Phillips-Van Heusen Corporation, a
Delaware corporation.

		"Fiscal Year" means each fiscal year of the Company,
as set forth in the Company's books and records.

		"Participant" means each senior executive officer of
the Company or a Subsidiary selected by the Committee to be a
participant under the Plan, as provided herein.

		"Plan" means the Phillips-Van Heusen Corporation
Performance Incentive Bonus Plan, as set forth herein and as may
be amended from time to time.

		"Subsidiary" has the meaning ascribed to such term in
section 424(f) of the Code.

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(b) Interpretation.

(i) The definitions of terms defined herein shall
apply equally to both the singular and plural forms of the
defined terms.

(ii) Any pronoun shall include the corresponding
masculine, feminine and neuter forms, as the context may
require.

(iii) All references herein to Sections shall be deemed
to be references to Sections of the Plan unless the context
shall otherwise require.

(iv) The headings of the Sections are included for
convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of the
Plan.

3. Committee.  The Plan shall be administered by the
Compensation Committee of the Board or such other committee of
the Board that the Board shall designate from time to time.  The
Committee shall consist of two or more members of the Board each
of whom it is intended would be "outside directors" within the
meaning of section 162(m)(4)(C) of the Code.  The Committee
shall be appointed annually by the Board.  The Board may, at any
time, from time to time, remove any members of the Committee,
with or without cause, appoint additional directors as members
of the Committee and fill vacancies on the Committees, however
created.  A majority of the members of the Committee shall
constitute a quorum.  All determinations of the Committee shall
be made by a majority vote of its members at a meeting duly
called and held.

4. Administration.

	(a)	Subject to the express provisions of the Plan, the
Committee shall have complete authority to administer and
interpret the Plan.  The Committee shall establish the
performance objectives for any Fiscal Year in accordance with
Section 5 hereof and certify whether such performance objectives
have been attained.  Any determination made by the Committee
under the Plan shall be final and conclusive.  The Committee in
its sole discretion shall resolve any dispute or disagreement
that may arise hereunder or as a result of or in connection with
any action taken hereunder.  The Committee may employ such legal
counsel, consultants and agents (including counsel or agents who
are employees of the Company or a Subsidiary) as it may deem
desirable for the administration of the Plan and may rely upon
any opinion received from any such counsel or consultant or
agent and any computation received from such consultant or
agent.  The Company shall pay all expenses incurred in the
administration of the Plan, including, without limitation, for
the engagement of any counsel, consultant or agent.  No member
or former member of the Board or the Committee shall be liable
for any act, omission, interpretation, construction or
determination made in connection with the Plan other than as a
result of such individual's willful misconduct.

(b)	The Committee may delegate authority to the Chief
Executive Officer of the Company to administer the Plan with
respect to employees of the Company or a Subsidiary whose
compensation is not, and is reasonably not expected to become,
subject to the provisions of Section 162(m) of the Code, subject
to such conditions, restrictions and limitations as may be
imposed by the Committee.  Any actions duly taken by the Chief
Executive Officer with respect to the administration of the Plan

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and the qualification for and payment of bonuses to employees
shall be deemed to have been taken by the Committee for purposes
of the Plan.

5. Determination of Participation, Performance Criteria and
Bonuses.

(a) Participation and Performance Criteria.  The Committee
shall determine who the Participants for each Fiscal Year will
be and establish the performance objective or objectives that
must be satisfied in order for a Participant to be eligible to
receive a bonus for such Fiscal Year, within 90 days of the
commencement of such Fiscal Year.  Notwithstanding the
foregoing, if a person whose compensation is not, and is
reasonably not expected to become, subject to the provisions of
Section 162(m) of the Code, becomes employed by the Company
and/or one or more of its Subsidiaries more than 90 days after a
Fiscal Year commences or the Committee determines that a senior
executive employee of the Company and/or one or more of its
Subsidiaries whose compensation is not, and is reasonably not
expected to become, subject to the provisions of Section 162(m)
of the Code should become a Participant after such 90-day period
has ended, the Committee shall establish the performance
objective or objectives that must be satisfied in order for a
Participant to receive a bonus for such Fiscal Year at the time
such determination is made.

(b) Performance Objectives.  Performance objectives shall
be based upon the achievement of earnings targets, with respect
to (i) the Company, for Participants with corporate
responsibilities and (ii) a Subsidiary or a division or business
unit of the Company or a Subsidiary, for Participants who are
responsible for a Subsidiary, division or business unit.  For
Participants with responsibility for more than one Subsidiary,
division or business unit, performance objectives shall be
established for each such Subsidiary, division and business unit
for which he has responsibility, in each case, as established by
the Committee.  The Committee shall establish three earnings
targets for each Fiscal Year for the Company and, to the extent
necessary, due to the responsibilities of a Participant, each
Subsidiary, division and business unit.  The three targets shall
consist of a threshold level (below which no bonus shall be
payable), a plan level and a maximum level (above which no
additional bonus shall be payable).

(c) Bonus Percentages.

(i) At the time that the Committee determines the
Participants and establishes the performance criteria with
respect to a Fiscal Year, it shall determine the bonus
percentage payable to each Participant with respect to such
Fiscal Year if the applicable threshold, plan or maximum
level of earnings is attained.  The bonus percentages
represent the percentage of a Participant's base salary
that he shall be entitled to receive as a bonus if the
corresponding earnings are attained.  There shall be no
limit to the minimum or maximum bonus percentages that may
be established for any Fiscal Year, bonus percentages may
differ from Participant to Participant in any Fiscal Year
and a Participant's bonus percentages may change from year
to year, but with respect to each Participant for each
Fiscal Year, the bonus percentage for attaining the maximum
level of earnings shall exceed the bonus percentage for
attaining the plan level of earnings which, in turn, shall
exceed the bonus percentage for attaining the threshold
level of earnings.  In determining the bonus percentage for
each Participant, the Committee may take into account the
nature of the services rendered by such Participant, his
past, present and potential contribution to the Company and
its Subsidiaries, his seniority with the Company or any of

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its Subsidiaries and such other factors as the Committee,
in its discretion, shall deem relevant.

(ii) If a threshold, plan or maximum level of earnings
is achieved, each applicable Participant shall receive a
bonus equal to his base salary as of the last day of the
applicable Fiscal Year times the applicable assigned bonus
percentage.  If the level of earnings achieved falls
between two of the target levels, then each applicable
Participant shall receive a bonus equal to his base salary
as of the last day of the applicable Fiscal Year times a
percentage that is on a straight line interpolation between
the bonus percentages for the two target levels.  If a
maximum level of earnings is exceeded, each applicable
Participant shall receive a bonus equal to his base salary
as of the last day of the applicable Fiscal Year times the
bonus percentage assigned to the maximum level of earnings.

(d) Termination of Employment During Fiscal Year.  If a
Participant's employment terminates during a Fiscal Year he was
determined to be a Participant by reason of his death or
disability and for no other reason, such Participant or his
estate shall receive the bonus, if any, which would otherwise
have been payable to such Participant for such Fiscal Year pro
rated to the portion of such Fiscal Year actually worked by such
Participant.  Any such bonus shall be paid promptly after it is
determined to be payable or at the end of the vesting period
described in Section 6(a).

(e) Determination of Bonuses.  The Committee shall
determine whether any earnings targets were achieved for a
Fiscal Year, which Participants shall have earned bonuses as the
result thereof, and the bonus percentage such Participants are
entitled to no later than the end of the first quarter of the
Fiscal Year immediately subsequent to the Fiscal Year with
respect to which the bonuses were earned.

(f) Absolute Maximum Bonus.  Notwithstanding any other
provision in the Plan to the contrary, the maximum bonus that
may be paid to any Participant under the Plan with respect to
any Fiscal Year may not exceed $3,000,000.

6. Payment.

(a) Vesting.  Except as otherwise provided hereunder,
payment of any bonus amount determined under Section 5 shall be
subject to vesting, ending on the last day of the Fiscal Year
immediately subsequent to the Fiscal Year with respect to which
such bonus was earned.  Payment of such bonus shall be made on
the first day of the Fiscal Year immediately subsequent to the
Fiscal Year during which such bonus vests, together with
interest at a rate equal to the 1-year Treasury Bill rate on the
date such bonus was determined or any other reasonable rate
determined by the Committee from the date on which such bonus
was determined.  Notwithstanding the foregoing, (i) payment of
any bonus amount to a Participant who shall also be a
participant in the Company's Long-Term Incentive Plan shall be
made within 30 days after such bonus amount has been determined
under Section 5 hereof and (ii) the Chief Executive Officer
shall have the authority to waive the vesting period (or any
portion thereof) at any time for any Participant whose
compensation is not, and is reasonably not expected to become,
subject to the provisions of Section 162(m) of the Code, and to
cause the payment of such bonus at such time, together with

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interest, if any, accrued on such payment as of the date of such
payment in accordance with the terms hereof.

(b) Forfeiture.  Except as otherwise set forth in Section
5(d), in order to remain eligible to receive a bonus, a
Participant must be employed by the Company on the last day of
the vesting period or must have died, become disabled, retired
under the Company's retirement plan or have been discharged
without cause during the vesting period.

(c) Form of Payment.  All bonuses payable under the Plan,
if any, shall be payable in cash.  All amounts hereunder shall
be paid solely from the general assets of the Company.  The
Company shall not maintain any separate fund to provide any
benefits hereunder, and each Participant shall be solely an
unsecured creditor of the Company with respect thereto.

7. General Provisions of the Plan.

(a) Effective Date.  The Plan became effective on March 2,
2000, subject to the ratification of the Plan by the Company's
stockholders.

(b) Term of the Plan.  The Plan shall be effective with
respect to Fiscal Years 2000 through 2004 and shall terminate
upon the payment of all bonuses, if any, earned with respect to
Fiscal Year 2004, unless the holders of a majority of the shares
of the Company's Common Stock present in person or by proxy at
any special or annual meeting of the stockholders of the Company
occurring on or prior to the date of the 2004 Annual Meeting of
Stockholders shall approve the continuation of the Plan.

(c) Eligibility.  Participation in the Plan with respect
to any Fiscal Year shall be available only to persons who are
senior executive employees of the Company and/or one or more of
its Subsidiaries on the date of the Committee's determination of
performance criteria for such Fiscal Year pursuant to Section
5(a) hereof or who thereafter become employed by the Company
and/or one or more of its Subsidiaries or who are thereafter
otherwise determined by the Committee to be Participants.

(d) Amendment and Termination.  Notwithstanding Section
8(b), the Board or the Committee may at any time amend, suspend,
discontinue or terminate the Plan as it deems advisable;
provided, however, that no such action shall be effective
without approval by the holders of a majority of the shares of
the Company's Common Stock present in person or by proxy at any
special or annual meeting of the Company's stockholders, to the
extent such approval is necessary to continue to qualify the
amounts payable hereunder to "covered employees" (within the
meaning of section 162(m) of the Code) as deductible under
section 162(m) of the Code.

(e) Designation of Beneficiary.  Each Participant may
designate a beneficiary or beneficiaries (which beneficiary may
be an entity other than a natural person) to receive any
payments which may be made following the Participant's death.
Such designation may be changed or canceled at any time without
the consent of any such beneficiary.  Any such designation,
change or cancellation must be made in a form approved by the
Committee and shall not be effective until received by the
Committee.  If no beneficiary has been named, or the designated
beneficiary or beneficiaries shall have predeceased the
Participant, the beneficiary shall be the Participant's spouse

                                 5


or, if no spouse survives the Participant, the Participant's
estate.  If a Participant designates more than one beneficiary,
the rights of such beneficiaries shall be payable in equal
shares, unless the Participant has designated otherwise.

(f) Withholding.  Any amount payable to a Participant or a
beneficiary under this Plan shall be subject to any applicable
Federal, state and local income and employment taxes and any
other amounts that the Company or a Subsidiary is required at
law to deduct and withhold from such payment.

8. No Right of Continued Employment.  Neither the existence
nor any term of the Plan shall be construed as conferring upon
any Participant any right to continue in the employment of the
Company or any of its Subsidiaries, nor shall participation
herein for any Fiscal Year confer upon any Participant any right
to participate in the Plan with respect to any subsequent Fiscal
Year.

9. No Limitation on Corporate Actions.  Nothing contained in
the Plan shall be construed to prevent the Company or any
Subsidiary from taking any corporate action, which is deemed by
it to be appropriate or in its best interest, whether or not,
such action would have an adverse effect on any awards made
under the Plan.  No employee, beneficiary or other person shall
have any claim against the Company or any Subsidiary as a result
of any such action.

10. Miscellaneous.

(a) Nonalienation of Benefits.  Except as expressly
provided herein, no Participant or beneficiary shall have the
power or right to transfer, anticipate, or otherwise encumber
the Participant's interest under the Plan.  The Company's
obligations under this Plan are not assignable or transferable
except to (i) a corporation or other entity which acquires all
or substantially all of the Company's assets or (ii) any
corporation or other entity into which the Company may be merged
or consolidated.  The provisions of the Plan shall inure to the
benefit of each Participant and the Participant's beneficiaries,
heirs, executors, administrators or successors in interest.

(b) Severability.  If any provision of this Plan is held
unenforceable, the remainder of the Plan shall continue in full
force and effect without regard to such unenforceable provision
and shall be applied as though the unenforceable provision were
not contained in the Plan.

(c) Governing Law.  The Plan shall be governed by, and
construed and enforced in accordance with, the laws of the State
of New York, without giving effect to the conflict of law
principles thereof.




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