Date of Report (Date of earliest event reported):
|
October 7, 2011
|
ICONIX BRAND GROUP, INC.
|
(Exact name of registrant as specified in its charter)
|
Delaware
|
0-10593
|
11-2481903
|
||
(State or Other
|
(Commission
|
(IRS Employer
|
||
Jurisdiction of
|
File Number)
|
Identification No.)
|
||
Incorporation)
|
1450 Broadway, New York, New York
|
10018
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Not Applicable
|
(Former Name or Former Address, if Changed Since Last Report)
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
10.1
|
Employment Agreement dated October 7, 2011 between Iconix Brand Group, Inc. and Warren Clamen
|
10.2
|
Employment Agreement dated October 7, 2011 between Iconix Brand Group, Inc. and Andrew Tarshis
|
ICONIX BRAND GROUP, INC.
(Registrant)
|
||
By:
|
/s/ Warren Clamen
|
|
Name: Warren Clamen
|
||
Title: Executive Vice President and Chief Financial Officer
|
(i)
|
Vesting. Vesting of the RSU’s shall be time based and shall vest in three (3) substantially equal annual installments subject to the Executive’s continuous employment with the Company through each such vesting date, with the first installment vesting on December 31, 2012 and each subsequent installment vesting each December 31 thereafter, with the final installment vesting on December 31, 2014 (each a “Time Vesting Date”). Notwithstanding anything to the contrary contained herein, in the event of a “Change in Control” (as defined in Section 5(d)(iii) of the Original Agreement), the Executive’s Death, the Executive’s Disability (as defined in Section 5(a)(2) of the Original Agreement) or if for any reason the Company fails to renew the Agreement at the end of the Term for at least one (1) additional year, the unvested RSU’s shall immediately vest on the date the Company incurs such Change in Control or upon the Date of Termination or upon such non-renewal, as the case may be, and the shares covered thereby shall be distributed to the Executive, or his estate, as the case may be, within thirty (30) days of the date the Company incurs such Change in Control or Date of Termination or upon such non-renewal, as the case may be.
|
(ii)
|
Distribution. Subject to Section 3.2(i) hereof, Section 5(d) of the Original Agreement as to conditions and timing of distribution of Common Stock with respect to RSU’s vesting as a result of a termination of employment and Section 9 of the Original Agreement with regard to timing of equity distributed as a result of a Separation from Service (as defined in the Original Agreement) as an employee of the Company, any vested portion of the RSU’s shall be distributed to the Executive in shares of Common Stock as follows:
|
(A)
|
The RSU’s shall be distributed to the Executive fifteen (15) days after the applicable Time Vesting Date; and
|
(B)
|
Notwithstanding anything to the contrary contained herein or in the Original Agreement, other than Sections 5(d)(iii) and 9 of the Original Agreement, all vested RSU’s (including those vested pursuant to the last sentence of clause (i) above) shall be distributed in shares of Common Stock to the Executive simultaneous with the Company’s incurring a Change in Control.
|
|
(iii)
|
Termination. Notwithstanding the foregoing, in the event of a termination of the Executive’s employment with the Company prior to any Time Vesting Date (other than as set forth in the second sentence of Section (i) above), the unvested RSU’s at the time of such termination shall vest or be forfeited as set forth in Section 5(d) of the Original Agreement, as applicable.
|
(i)
|
Vesting. Vesting of the PSU’s granted pursuant to this Amendment shall be performance-based and shall vest in three (3) equal annual installments of PSU’s with a fair market value of Three Hundred Thousand Dollars ($300,000) each, beginning on December 31, 2012 and ending December 31, 2014, subject to the achievement of annual performance goals as described on Exhibit X attached hereto upon certification of achievement by the Compensation Committee as set forth on Exhibit X attached hereto. Notwithstanding anything to the contrary contained herein, in the event of a “Change in Control” (as defined in Section 5(d)(iii) of the Original Agreement), the Executive’s Death, the Executive’s Disability (as defined in Section 5(a)(2) of the Original Agreement) or if for any reason the Company fails to renew the Agreement at the end of the Term for at least one (1) additional year, the unvested PSU’s shall immediately vest on the date the Company incurs such Change in Control or upon the Date of Termination or upon such non-renewal, as the case may be, and the shares covered thereby shall be distributed to the Executive, or his estate, as the case may be, within thirty (30) days of the date the Company incurs such Change in Control or Date of Termination or upon such non-renewal, as the case may be.
|
(ii)
|
Distribution. Subject to the terms of the 2009 Plan as to conditions and timing of distribution of Common Stock with respect to PSU’s granted pursuant to this Amendment and vesting as a result of a termination of employment and Section 9 of the Original Agreement with regard to timing of equity distributed as a result of a Separation from Service as an employee of the Company, any vested portion of the PSU’s granted pursuant to this Amendment shall be distributed to the Executive in shares of Common Stock in the year following the year of each applicable Performance Vesting Date (as defined in Exhibit X) following the Compensation Committee’s certification of the level of attainment of the annual performance goals. Notwithstanding anything to the contrary contained herein, except as to Sections 5(d) and 9 of the Original Agreement, all vested PSU’s (including those vested pursuant to the last sentence of clause (i) above) shall be distributed to the Executive in shares of Common Stock simultaneous with the Company incurring a Change in Control. Notwithstanding anything to the contrary contained herein or in the 2009 Plan, except as to Sections 5(d) and 9 of the Original Agreement, if the employment of Executive with the Company is terminated by the Executive for Good Reason then, in addition to retaining any previously earned PSU’s, the Executive shall be entitled to receive the pro rata portion of any PSU’s earned during the year of termination, to the extent earned based upon an adjustment of the absolute goals performance goals (as described in Exhibit X attached hereto) for the year of termination after adjustment of such performance goals to take into account the shortened performance period resulting from his termination of employment. Moreover, notwithstanding anything to the contrary contained herein or in the 2009 Plan, upon a termination of the Executive’s employment for Cause (as defined in the Original Agreement) he shall be entitled to retain any PSU’s that vested prior to the date of termination.
|
ICONIX BRAND GROUP, INC.
|
|||
By:
|
/s/ Neil Cole
|
||
Name: Neil Cole
|
|||
Title:Chief Executive Officer
|
|||
EXECUTIVE:
|
|||
/s/ Warren Clamen
|
|||
WARREN CLAMEN
|
|||
Relative Payout Percentage
|
|
Percentile of EBITDA/EPS
Growth
|
Percentage of Annual Shares
Vested
|
90%
|
100%
|
85%
|
93.75%
|
80%
|
87.50%
|
75%
|
81.25%
|
70%
|
75.00%
|
65%
|
68.75%
|
60%
|
62.50%
|
55%
|
56.25%
|
50%
|
50%
|
Under 50%
|
0%
|
|
1. EBITDA Growth: For each Performance Period, the EBITDA Shares allocable to such Performance Period (the “Annual EBITDA Shares”), shall vest on the applicable Performance Vesting Date based upon the achievement of Absolute EBITDA Growth or Relative EBITDA Growth during such Performance Period as provided in Section B(iii) or B(iv) of this Exhibit (the “EBITDA Level”), using the higher percentage vesting arrived at using the formulas above.
|
|
2. EPS Growth: For each Performance Period, the EPS Shares allocable to such Performance Period (the “Annual EPS Shares”), shall vest on the applicable Performance Vesting Date based upon the achievement of Absolute EPS Growth or Relative EPS Growth during such Performance Period as provided in Section B(iii) or B(iv) of this Exhibit, using the higher percentage vesting arrived at using the formulas above.
|
|
3. Free Cash Flow: For each Performance Period, the Free Cash Flow Shares allocable to such Performance Period shall vest on the applicable Performance Vesting Date based upon the achievement of Free Cash Flow of $125 Million.
|
Company Name
|
Ticker Symbol
|
GICS Sub-
Industry
|
GICS Sub-industry (Descr)
|
Sales-2009
|
EBITDA
-2009
|
||
POLO RALPH LAUIEN CP –CLA
|
RL
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$4,979
|
$902
|
||
HANESBRANDS INC
|
HBI
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$3,891
|
$429
|
||
PHILLIPS-VAN HEUSEN CORP
|
PVH
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$2,399
|
$314
|
||
FOSSIL INC
|
FOSL
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$1,549
|
$253
|
||
WARNACO GROUP INC
|
WRC
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$2,020
|
$253
|
||
JONES GROUP INC
|
JNY
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$3,327
|
$247
|
||
CARTER'S INC
|
CRI
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$1,626
|
$245
|
||
DECKERS OUTDOOR CORP
|
DECK
|
25203020
|
Footwear
|
$813
|
$192
|
||
GILDAN ACTIVEWEAR INC
|
GIL
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$1,038
|
$165
|
||
QUIKSILVER INC
|
ZQK
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$1,978
|
$152
|
||
WOLVERINE WOR LD WIDE
|
WWW
|
25203020
|
Footwear
|
$1,101
|
$137
|
||
COLUMBIA SPORTSWEAR CO
|
COLM
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$1,252
|
$124
|
||
UNDER ARMOUR INC
|
UA
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$856
|
$112
|
||
LULULEMON ATHLETICA INC
|
LULU
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$454
|
$109
|
||
TIMBERLAND CO –CL A
|
TBL
|
25203020
|
Footwear
|
$1,286
|
$109
|
||
SKECHERS USA
|
SKX
|
25203020
|
Footwear
|
$1,436
|
$92
|
||
TRUE RELIGION APPAREL INC
|
TRLB
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$311
|
$84
|
||
OXFORD INDUSTRIES INC
|
OXM
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$814
|
$67
|
||
G-III APPAREL GROUP LTD
|
GIII
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$801
|
$62
|
||
MAIDENFORM BR ANDS INC
|
MFB
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$466
|
$58
|
||
AMERICAN APPAREL INC
|
APP
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$559
|
$51
|
||
ELLIS PERRY INTL INC
|
PERY
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$754
|
$49
|
||
VERA BRADLEY INC
|
VRA
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$289
|
$47
|
||
EXCEED CO LTD
|
EDS
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$304
|
$43
|
||
VOLCOM INC
|
VLCM
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$281
|
$36
|
||
CROCS INC
|
CROX
|
25203020
|
Footwear
|
$646
|
$30
|
||
CHEROKEE INC/DE
|
CHKE
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$33
|
$22
|
||
DELTA APPAREL INC
|
DLA
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$355
|
$19
|
||
ROCKY BRANDS INC
|
RCKY
|
Footwear
|
$229
|
$16
|
|||
Minimum
|
$33
|
$16
|
|||||
25th Percentile
|
$405
|
$50
|
|||||
Median
|
$813
|
$109
|
|||||
75th Percentile
|
$1,493
|
$179
|
|||||
[
|
Maximum
|
$4,979
|
$902]
|
(i)
|
Vesting. Vesting of the RSU’s shall be time based and shall vest in four (4) substantially equal annual installments subject to the Executive’s continuous employment with the Company through each such vesting date, with the first installment vesting on December 31, 2012 and each subsequent installment vesting each December 31 thereafter, with the final installment vesting on December 31, 2015 (each a “Time Vesting Date”). Notwithstanding anything to the contrary contained herein, in the event of a “Change in Control” (as defined in Section 5(d)(iii) of the Original Agreement), the Executive’s Death or the Executive’s Disability (as defined in Section 5(a)(2) of the Original Agreement) the unvested RSU’s shall immediately vest on the date the Company incurs such Change in Control or upon the Date of Termination, as the case may be, and the shares covered thereby shall be distributed to the Executive, or his estate, as the case may be, within thirty (30) days of the date the Company incurs such Change in Control or Date of Termination, as the case may be.
|
(ii)
|
Distribution. Subject to Section 3.2(i) hereof, Section 5(d) of the Original Agreement as to conditions and timing of distribution of Common Stock with respect to RSU’s vesting as a result of a termination of employment and Section 9 of the Original Agreement with regard to timing of equity distributed as a result of a Separation from Service (as defined in the Original Agreement) as an employee of the Company, any vested portion of the RSU’s shall be distributed to the Executive in shares of Common Stock as follows:
|
(A)
|
The RSU’s shall be distributed to the Executive fifteen (15) days after the applicable Time Vesting Date; and
|
(B)
|
Notwithstanding anything to the contrary contained herein or in the Original Agreement, other than Sections 5(d)(iii) and 9 of the Original Agreement, all vested RSU’s (including those vested pursuant to the last sentence of clause (i) above) shall be distributed in shares of Common Stock to the Executive simultaneous with the Company’s incurring a Change in Control.
|
|
(iii)
|
Termination. Notwithstanding the foregoing, in the event of a termination of the Executive’s employment with the Company prior to any Time Vesting Date (other than as set forth in the second sentence of Section (i) above), the unvested RSU’s at the time of such termination shall vest or be forfeited as set forth in Section 5(d) of the Original Agreement, as applicable.
|
(i)
|
Vesting. Vesting of the PSU’s granted pursuant to this Amendment shall be performance-based and shall vest in four (4) equal annual installments of PSU’s with a fair market value of Three Hundred Thousand Dollars ($300,000) each, beginning on December 31, 2012 and ending December 31, 2015, subject to the achievement of annual performance goals as described on Exhibit X attached hereto upon certification of achievement by the Compensation Committee as set forth on Exhibit X attached hereto. Notwithstanding anything to the contrary contained herein, in the event of a “Change in Control” (as defined in Section 5(d)(iii) of the Original Agreement), the Executive’s Death or the Executive’s Disability (as defined in Section 5(a)(2) of the Original Agreement) the unvested PSU’s shall immediately vest on the date the Company incurs such Change in Control or upon the Date of Termination, as the case may be, and the shares covered thereby shall be distributed to the Executive, or his estate, as the case may be, within thirty (30) days of the date the Company incurs such Change in Control or Date of Termination, as the case may be.
|
(ii)
|
Distribution. Subject to the terms of the 2009 Plan as to conditions and timing of distribution of Common Stock with respect to PSU’s granted pursuant to this Amendment and vesting as a result of a termination of employment and Section 9 of the Original Agreement with regard to timing of equity distributed as a result of a Separation from Service as an employee of the Company, any vested portion of the PSU’s granted pursuant to this Amendment shall be distributed to the Executive in shares of Common Stock in the year following the year of each applicable Performance Vesting Date (as defined in Exhibit X) following the Compensation Committee’s certification of the level of attainment of the annual performance goals. Notwithstanding anything to the contrary contained herein, except as to Sections 5(d) and 9 of the Original Agreement, all vested PSU’s (including those vested pursuant to the last sentence of clause (i) above) shall be distributed to the Executive in shares of Common Stock simultaneous with the Company incurring a Change in Control. Notwithstanding anything to the contrary contained herein or in the 2009 Plan, except as to Sections 5(d) and 9 of the Original Agreement, if the employment of Executive with the Company is terminated by the Executive for Good Reason then, in addition to retaining any previously earned PSU’s, the Executive shall be entitled to receive the pro rata portion of any PSU’s earned during the year of termination, to the extent earned based upon an adjustment of the absolute goals performance goals (as described in Exhibit X attached hereto) for the year of termination after adjustment of such performance goals to take into account the shortened performance period resulting from his termination of employment. Moreover, notwithstanding anything to the contrary contained herein or in the 2009 Plan, upon a termination of the Executive’s employment for Cause (as defined in the Original Agreement) he shall be entitled to retain any PSU’s that vested prior to the date of termination.
|
ICONIX BRAND GROUP, INC.
|
|||
By:
|
/s/ Neil Cole
|
||
Name: Neil Cole
|
|||
Title:Chief Executive Officer
|
|||
EXECUTIVE:
|
|||
/s/ Andrew R. Tarshis
|
|||
ANDREW R. TARSHIS
|
|||
Relative Payout Percentage
|
|
Percentile of EBITDA/EPS
Growth
|
Percentage of Annual Shares
Vested
|
90%
|
100%
|
85%
|
93.75%
|
80%
|
87.50%
|
75%
|
81.25%
|
70%
|
75.00%
|
65%
|
68.75%
|
60%
|
62.50%
|
55%
|
56.25%
|
50%
|
50%
|
Under 50%
|
0%
|
Company Name
|
Ticker Symbol
|
GICS Sub-
Industry
|
GICS Sub-industry (Descr)
|
Sales-2009
|
EBITDA
-2009
|
||
POLO RALPH LAUIEN CP –CLA
|
RL
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$4,979
|
$902
|
||
HANESBRANDS INC
|
HBI
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$3,891
|
$429
|
||
PHILLIPS-VAN HEUSEN CORP
|
PVH
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$2,399
|
$314
|
||
FOSSIL INC
|
FOSL
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$1,549
|
$253
|
||
WARNACO GROUP INC
|
WRC
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$2,020
|
$253
|
||
JONES GROUP INC
|
JNY
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$3,327
|
$247
|
||
CARTER'S INC
|
CRI
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$1,626
|
$245
|
||
DECKERS OUTDOOR CORP
|
DECK
|
25203020
|
Footwear
|
$813
|
$192
|
||
GILDAN ACTIVEWEAR INC
|
GIL
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$1,038
|
$165
|
||
QUIKSILVER INC
|
ZQK
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$1,978
|
$152
|
||
WOLVERINE WOR LD WIDE
|
WWW
|
25203020
|
Footwear
|
$1,101
|
$137
|
||
COLUMBIA SPORTSWEAR CO
|
COLM
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$1,252
|
$124
|
||
UNDER ARMOUR INC
|
UA
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$856
|
$112
|
||
LULULEMON ATHLETICA INC
|
LULU
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$454
|
$109
|
||
TIMBERLAND CO –CL A
|
TBL
|
25203020
|
Footwear
|
$1,286
|
$109
|
||
SKECHERS USA
|
SKX
|
25203020
|
Footwear
|
$1,436
|
$92
|
||
TRUE RELIGION APPAREL INC
|
TRLB
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$311
|
$84
|
||
OXFORD INDUSTRIES INC
|
OXM
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$814
|
$67
|
||
G-III APPAREL GROUP LTD
|
GIII
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$801
|
$62
|
||
MAIDENFORM BR ANDS INC
|
MFB
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$466
|
$58
|
||
AMERICAN APPAREL INC
|
APP
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$559
|
$51
|
||
ELLIS PERRY INTL INC
|
PERY
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$754
|
$49
|
||
VERA BRADLEY INC
|
VRA
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$289
|
$47
|
||
EXCEED CO LTD
|
EDS
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$304
|
$43
|
||
VOLCOM INC
|
VLCM
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$281
|
$36
|
||
CROCS INC
|
CROX
|
25203020
|
Footwear
|
$646
|
$30
|
||
CHEROKEE INC/DE
|
CHKE
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$33
|
$22
|
||
DELTA APPAREL INC
|
DLA
|
25203010
|
Apparel, Accessories & Luxury Goods
|
$355
|
$19
|
||
ROCKY BRANDS INC
|
RCKY
|
Footwear
|
$229
|
$16
|
|||
Minimum
|
$33
|
$16
|
|||||
25th Percentile
|
$405
|
$50
|
|||||
Median
|
$813
|
$109
|
|||||
75th Percentile
|
$1,493
|
$179
|
|||||
[
|
Maximum
|
$4,979
|
$902]
|