UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-KCURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 8, 2013
THE JONES GROUP INC.
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Pennsylvania (State or Other Jurisdiction of Incorporation) |
1-10746 (Commission File Number) |
06-0935166 (IRS Employer Identification No.) |
| 1411 Broadway New York, New York 10018 (Address of principal executive offices) |
||
| (212) 642-3860
(Registrant's telephone number, including area code) |
||
| Not Applicable
Former name or former address, if changed since last report |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers.
On May 8, 2013, The Jones Group Inc. (the "Company") and Christopher Cade, the Company's Executive Vice President, Chief Accounting Officer and Controller, entered into Amendment No. 3 to Mr. Cade's employment agreement with the Company (the "Amendment"). The Amendment modifies the Employment Agreement dated December 5, 2007 between the Company and Mr. Cade, as amended by Amendment No. 1 dated July 18, 2008 and Amendment No. 2 dated October 4, 2010 thereto (the "Employment Agreement"). Capitalized terms used in this summary but not otherwise defined herein shall have the meanings attributed to them in the Employment Agreement.
The Amendment extends the term of the agreement until December 31, 2016 and modifies provisions in the Employment Agreement for accelerated vesting of restricted stock and for termination payments in the event of termination of employment following a Change in Control. The Amendment provides that if the Company terminates Mr. Cade's employment without Cause or Mr. Cade resigns for Good Reason following a Change in Control, he will receive a lump sum payment equal to three times his annual salary at the rate in effect immediately preceding termination. The Amendment also provides for vesting of all previously unvested stock options and restricted stock upon termination of Mr. Cade's employment by the Company without Cause, resignation by Mr. Cade for Good Reason, or a Change in Control; provided, however, that with respect to restricted stock awards which are intended to satisfy the requirements for "qualified performance-based compensation" (within the meaning of Treasury Regulation Section 1.162-27(e)), in the event of termination of Mr. Cade's employment by the Company without Cause or resignation by Mr. Cade for Good Reason, in each case other than following a Change in Control, such restricted stock awards shall vest following the applicable acceleration event solely based on the extent to which the performance goals for the applicable performance period are satisfied.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 10.1 | Amendment No. 3 dated May 8, 2013 to Employment Agreement between The Jones Group Inc. and Christopher Cade dated as of December 5, 2007. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE JONES GROUP INC. (Registrant) By: /s/ Ira M. Dansky |
Date: May 8, 2013
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Exhibit Index
| Exhibit No. | Description |
| 10.1 | Amendment No. 3 dated May 8, 2013 to Employment Agreement between The Jones Group Inc. and Christopher Cade dated as of December 5, 2007. |
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Exhibit 10.1
THE JONES GROUP INC.
1411 BROADWAY, NEW YORK, NEW YORK 10018
May 8, 2013
Mr. Christopher Cade
1825 Jenkins Drive
Easton, PA 18040
Re: Amendment No. 3 to Employment Agreement
Dear Chris:
Reference is made to your Employment Agreement dated December 5, 2007 by and between you and The Jones Group Inc. (the "Company"), as amended by Amendment No. 1 thereto dated July 18, 2008 and Amendment No. 2 dated October 4, 2010 (the "Employment Agreement"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Employment Agreement.
This will confirm our agreement that, effective as of the date hereof, the terms and conditions of the Employment Agreement are hereby amended as follows:
1. The first sentence of Section 1 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:
"The Company shall employ you for a period commencing as of December 18, 2007 and ending as of December 31, 2016."
2. Section 5(d) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:
| "(d) | Change in Control. If, following a "Change in Control" (as defined herein) and prior to the end of the term of this agreement, the Company terminates your employment without Cause or you terminate your employment hereunder for Good Reason, you will be paid a lump sum payment equal to three (3) times your yearly salary at the rate in effect immediately preceding termination." |
3. Section 5(h) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:
| "(h) | Accelerated Vesting of Equity Grants. In addition to the foregoing and notwithstanding any other agreement between you and the Company, all unvested shares of restricted common stock of the Company and/or |
Christopher Cade
May 8, 2013
Page 2
| unvested options to purchase common stock of the Company which you held at the time of the termination of your employment by the Company without Cause or by you for Good Reason or a Change in Control (and prior to the end of the term of this agreement) (each, an "Acceleration Event") shall become fully vested and, in the case of stock options, immediately exercisable during the remaining original term of each such stock option, upon such Acceleration Event; provided, however, that with respect to any and all restricted stock awards which are intended to satisfy the requirements for "qualified performance-based compensation" (within the meaning of Treasury Regulation Section 1.162-27(e)), in the event of termination of your employment by the Company without Cause or by you for Good Reason (in each case, other than under circumstances described in Section 5(d) hereof), such restricted stock awards shall vest and be free of restrictions following the occurrence of the applicable Acceleration Event solely based on the extent to which the performance goals for the applicable performance period are satisfied." |
4. Except as otherwise set forth in this Amendment No. 3 to Employment Agreement, the Employment Agreement is ratified and confirmed in all respects and remains in full force and effect.
Please acknowledge your agreement
with the foregoing by signing the enclosed copy of this Amendment No. 3 to
Employment Agreement and returning it to the Company.
| Very truly yours,
THE JONES GROUP INC. By: /s/ Ira M. Dansky
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| Agreed in all respects:
/s/ Christopher Cade |