-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KkaYmckK49NLPYwmgcqZHwHuy4+guNcMwz+meJngpX+vu4ZUn0tVwf0SVDFrzhLw a5HHMZUr7NtdAdg9Nb9oIA== 0000898822-05-001009.txt : 20050812 0000898822-05-001009.hdr.sgml : 20050812 20050812135913 ACCESSION NUMBER: 0000898822-05-001009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050811 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events FILED AS OF DATE: 20050812 DATE AS OF CHANGE: 20050812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HILFIGER TOMMY CORP CENTRAL INDEX KEY: 0000888747 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11226 FILM NUMBER: 051020606 BUSINESS ADDRESS: STREET 1: 9/F NOVOL INDUSTRIAL BLDG STREET 2: 850 870 LAI CHI KOK ROAD CITY: CHEUNG SHA WAN KOWLO STATE: K3 BUSINESS PHONE: 85222160668 MAIL ADDRESS: STREET 1: 25 WEST 39TH STREET CITY: NEW YORK STATE: NY ZIP: 10018 8-K 1 form8k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): AUGUST 10, 2005 TOMMY HILFIGER CORPORATION (Exact Name of Registrant as Specified in its Charter) BRITISH VIRGIN ISLANDS 1-11226 98-0372112 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification Number) incorporation) 9/F, NOVEL INDUSTRIAL BUILDING, 850-870 LAI CHI KOK ROAD, CHEUNG SHA WAN, KOWLOON, HONG KONG (Address of principal executive offices) 852-2216-0668 ---------------------------------------------------- (Registrant's telephone number, including area code) 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On August 10, 2005, Tommy Hilfiger Corporation (the "Company"), Tommy Hilfiger U.S.A., Inc. and David F. Dyer, President and Chief Executive Officer of the Company, entered into an agreement, at Mr. Dyer's initiative, that waives certain bonus payments and salary increases he would otherwise have been contractually entitled to receive under his August 2003 employment agreement. Mr. Dyer had initiated discussions with the Compensation Committee of the Company's Board of Directors last year about his request for these waivers in order to better align with the Company's employee compensation structure in view of what he believed was good management practice at a time of corporate repositioning. To that end, under the terms of the waiver, Mr. Dyer (i) acknowledges his waiver of $125,000 of his bonus for the fiscal year ended March 31, 2005 that he was otherwise entitled to receive under the employment agreement so that his bonus payout aligned and was consistent with the percentage of target payouts of other employees of the Company; (ii) acknowledges his waiver of the $37,500 increase in his annual base salary that was to have taken effect pursuant to his employment agreement beginning on October 1, 2004; and (iii) waives the additional $51,500 increase in his annual base salary that would otherwise take effect pursuant to his employment agreement on October 1, 2005, which was calculated on the basis that the scheduled October 2004 salary increase was not, in fact, waived. In addition, Mr. Dyer, in his sole discretion, may waive the increase in his base salary that will be due on October 1, 2006 as well as portions of any bonus for the fiscal years ending March 31, 2006 and 2007 that may be payable under the bonus calculation formula in his employment agreement. The waiver stipulates that the waived amounts will not be repaid, with the only exception being if Mr. Dyer's employment were to be terminated by the Company prior to the March 31, 2007 term of his employment agreement without cause or by Mr. Dyer for good reason (as such terms are defined in his employment agreement). However, in no event will the waived amounts be paid if Mr. Dyer's employment is terminated following or in connection with a change of control (as defined in the employment agreement). Solely for purposes of calculating the amount of any severance payments payable to Mr. Dyer under the employment agreement following termination of his employment, he will be treated as if his annual base salary rate were the amount that would have been payable to him under the employment agreement in the absence of his waivers. A copy of the waiver agreement is attached as Exhibit 10.1 to this report and incorporated herein by reference. A copy of Mr. Dyer's employment agreement was filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 10.1 Waiver, dated August 10, 2005, by and among David F. Dyer, Tommy Hilfiger Corporation and Tommy Hilfiger U.S.A., Inc. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. TOMMY HILFIGER CORPORATION By: /S/ JOSEPH SCIROCCO ---------------------------------------------- Name: Joseph Scirocco Title: Chief Financial Officer, Executive Vice President and Treasurer Date: August 12, 2005 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 10.1 Waiver Agreement, dated August 10, 2005, by and among David F. Dyer, Tommy Hilfiger Corporation and Tommy Hilfiger U.S.A., Inc. EX-99 2 waiver.txt EXHIBIT 10.1 WAIVER OF CERTAIN PAYMENTS UNDER EMPLOYMENT AGREEMENT Waiver (this "Waiver") of certain payments under the employment agreement (the "Employment Agreement") dated as of August 3, 2003, between Tommy Hilfiger Corporation, a British Virgin Islands corporation (together with its successors and assigns, "THC"), Tommy Hilfiger U.S.A., Inc. (together with its successors and assigns, "THUSA"), a wholly owned subsidiary of THC, and David F. Dyer (the "Executive"). All capitalized terms used in this Waiver and not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement. 1. Pursuant to Section 11(i) of the Employment Agreement, the Executive hereby affirms his waiver of certain payments under the Employment Agreement, subject to the conditions set forth in paragraphs 3 and 4 below, as follows: A. BASE SALARY. Effective as of September 30, 2004, the Executive waived the increase in his base salary that would have been payable to him under Section 1(b)(ii) of the Employment Agreement commencing as of October 1, 2004 and October 1, 2005, respectively, for the two years ended September 30, 2006. For purposes of clarity, the Annual Base Salary Rate would have increased to $1,287,500 as of October 1, 2004 and to $1,339,000 as of October 1, 2005 absent such waiver (the amount of Base Salary that the Executive has waived through the Date of Termination (as defined under Section 1(d)(i) of the Employment Agreement) (but only until September 30, 2006) is hereinafter referred to as the "Base Salary Waived Amount"). B. BONUS. Effective as of September 30, 2004, the Executive waived a portion of the Annual Bonus that would have been payable to him under Section 1(b)(iii) of the Employment Agreement for the fiscal year of THUSA ended March 31, 2005. For purposes of clarity, the amount of Annual Bonus that the Executive waived for such fiscal year is $125,000 (such amount, the "Bonus Waived Amount"). 2. FUTURE PERIODS. The Executive, at his discretion, may waive future increases in his Base Salary with respect to periods from and after October 1, 2006, and may waive all or a portion of the Annual Bonus with respect to fiscal years ending on and after March 31, 2006, at such time(s), and in such manner(s), as are acceptable to the parties hereto (the aggregate amount of Base Salary and/or Annual Bonus, if any, that the Executive may waive in the future (such amount to be determined through the Date of Termination) is hereinafter referred to as the "Future Waived Amount"). In the event the Executive does not waive the increase in his Base Salary that would otherwise be made as of October 1, 2006, the Executive's Annual Base Salary Rate for the periods beginning on and after October 1, 2006 shall be the amount that would have been payable to the Executive pursuant to Section 1(b)(ii) of the Employment Agreement, disregarding, for this purpose, this Waiver. 3. EFFECT OF A SEPARATION UNDER CERTAIN CIRCUMSTANCES. The Executive has made, or in the future may make, the waivers of Base Salary and Annual Bonus as described in paragraphs 1 and 2 of this Waiver, subject to the conditions set forth in paragraphs 3 and 4 hereof. In the event that there occurs a Separation under the Employment Agreement, and as a result of such Separation the Executive shall be entitled to receive a "Severance Payment" as defined under Section 1(d)(v)(B), then the following shall occur: A. The Executive shall receive, in addition to the Severance Payment, a lump sum payment within five days after the Date of Termination equal to the sum of: (i) the Base Salary Waived Amount, (ii) the Bonus Waived Amount, and (iii) the Future Waived Amount, if any; provided, however, that if such Separation occurred following or in connection with a Change of Control, the amounts described in this Section 3A shall not be payable to the Executive, and B. For purposes of calculating the Severance Payment and all other amounts that are payable to the Executive in connection with such Separation, the Annual Base Salary Rate shall be deemed to be the amount that otherwise would have been payable to the Executive under Section 1(b)(ii) of the Employment Agreement, disregarding this Waiver. 4. TAX PROTECTION OF THE EXECUTIVE UNDER CERTAIN CIRCUMSTANCES. The Company shall promptly pay the Executive an amount which, after all taxes thereon, provides the Executive with an amount equal to all Federal, state and local income and other taxes he incurs (including any interest and penalties) if one or both of the following circumstances occur: A. All or any part of the salary and bonus amounts waived pursuant to paragraphs 1 and 2 above, notwithstanding such waiver, result in any Federal, state or local income or other taxes (including any interest and penalties) other than taxes resulting from payment of such salary and bonus amounts in connection with a Separation. B. All or any part of the salary and bonus amounts waived pursuant to paragraphs 1 and 2 above are treated as non-qualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code. * * * * * * * Except as modified by this Waiver, the Employment Agreement remains in full force and effect. 2 IN WITNESS WHEREOF, the Executive has caused this Waiver to be duly executed as of August 10, 2005. DAVID F. DYER /s/ David F. Dyer ----------------------- Understood and Acknowledged: TOMMY HILFIGER CORPORATION By: /s/ James Gallagher ----------------------------------------------------- Name: James Gallagher Title: Executive Vice President - General Counsel TOMMY HILFIGER U.S.A., INC. By: /s/ James Gallagher ----------------------------------------------------- Name: James Gallagher Title: Executive Vice President - General Counsel -3- -----END PRIVACY-ENHANCED MESSAGE-----