8-K

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 17, 2005

PERRY ELLIS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of incorporation)

0-21764	59-1162998
(Commission File Number)	(IRS Employer Identification Number)

3000 N.W. 107^th Avenue, Miami, Florida 33172

(Address of Principal Executive Offices)

Registrant’s telephone number (305) 592-2830

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 (see General Instruction A.2. below):

¨ 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.

The Compensation Committee of the Company’s Board of Directors met on August 17, 2005 and approved the Company’s 2006 Management Incentive Plan (the “Plan”), which is designed to reward corporate and individual performance. Bonuses of cash may be paid to eligible employees, including the following of the Company’s named executive officers, Paul Rosengard, George Pita, and Alberto de Cardenas. Bonus targets for these executive officers are in the range of 15% to 40% of base salary depending on whether the Company achieves certain net income goals and if the individual achieves certain performance goals. The Compensation Committee also granted to Mr. Rosengard 8,000 shares of restricted stock and an option to purchase 10,000 shares of common stock at the fair market value of the Company’s common stock on the date of grant.

The Compensation Committee also approved an employment agreement for Paul Rosengard in which he was appointed Group President, Perry Ellis and Premium Brands. The employment agreement for Mr. Rosengard is effective as of August 1, 2005, expires on July 31, 2007, provides for an initial annual salary of $570,000, effective as of August 1, 2005, and provides that Mr. Rosengard will be eligibile to participate in the Plan or any other bonus arrangement generally available to other senior management employees, according to the same terms and conditions applicable to other employees. If the Company terminates Mr. Rosengard’s employment without cause (as that term is defined in his employment agreement) he is entitled to a severance payment equal to the greater of his base salary for the balance of the employment agreement or six months’ salary. In the event the Company terminates Mr. Rosengard’s employment without cause or Mr. Rosengard terminates his employment for good reason (as that term is defined in his employment agreement) within twelve months following a change in control (as that term is defined in his employment agreement), (i) any unvested restricted stock or options held by Mr. Rosengard will become fully vested and immediately exercisable and will remain exercisable until the earlier of 60 days or the expiration date of such option, and (ii) Mr. Rosengard will be entitled to a severance payment equal to one year of his salary plus the amount of incentive compensation received by Mr. Rosengard in the fiscal year prior to the termination. Mr. Rosengard may not enter into any employment or other agency relationship with certain of the Company’s competitors during his employment or for a period of six months following his separation from the Company, for any reason. Mr. Rosengard also may not, directly or indirectly, without the Company’s express written permission, for a period of two years after his separation from the Company, employ anyone who is a consultant or employee of the Company at the time of his separation from the Company or who was a consultant or employee during the six-month period prior to his separation from the Company, with the exception of anyone who is a former employee as a result of the Company’s actions or is a former executive administrative assistant of Mr. Rosengard.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not Applicable.

(b) Pro Forma Financial Information (unaudited).

Not Applicable.

(c)	Exhibits.
	10.74     Employment Agreement dated as of August 1, 2005 between Paul Rosengard and the Company.

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.

	PERRY ELLIS INTERNATIONAL, INC.
Date: August 23, 2005	By:	/s/ Rosemary Trudeau
		Rosemary Trudeau, Vice President-Finance

EXHIBIT INDEX

Exhibit No.	Description
10.74	Employment Agreement dated as of August 1, 2005 between Paul Rosengard and the Company

EX-10.74

Exhibit 10.74

EMPLOYMENT AGREEMENT

This employment agreement (the “Agreement”) is entered into by and between Perry Ellis International, Inc. (“Perry Ellis” or the “Company”) and Mr. Paul Rosengard (“Rosengard” or “Employee”)

1. TERM OF EMPLOYMENT

This Agreement is effective for the period commencing on August 1, 2005 and terminating without further notice at 5:00 p.m. on July 31, 2007, unless terminated earlier in accordance with the provisions set forth in paragraphs 5, 6, 7 or 8 below. The parties may renew this Agreement, in writing, for additional one-year periods at their discretion. The Company shall notify Rosengard, in writing, at least ninety (90) days prior to the natural expiration of this Agreement of the Company’s intent to not renew this Agreement.

2. DUTIES AND RESPONSIBILITIES

The Company agrees to employ Rosengard as Group President, Perry Ellis and Premium Brands with such powers and duties in this capacity as may be established from time to time by the Company and its Board of Directors (the “Board”) in their discretion. Rosengard shall diligently perform all services as may be assigned to him by the Company, PEI and its Board and shall exercise such power and authority as may from time to time be delegated to him by the Company, PEI or its Board. During his employment, Rosengard will not actively engage in any other business activities, regardless of whether such activity is pursued for profits, gains or other pecuniary advantage. In connection with his employment by the Company, Rosengard shall be based at the Company’s principal offices in New York City, New York except for required travel on the Company’s business.

3. COMPENSATION

(a) Base Salary. Perry Ellis will pay a Base Salary of Five Hundred Seventy Thousand Dollars ($570,000) per annum to Rosengard, payable in installments according to the Company’s normal payroll practices, and subject to applicable withholding and other taxes and deductions. Said salary is effective August 1, 2005.

(b) Incentive Compensation. The Company and Rosengard shall each evaluate Rosengard’s performance at the end of each of the Company’s fiscal years during this Agreement. It is contemplated that this review will normally occur in February of each year. However, said review may be postponed by the Company as warranted by appropriate or more immediate business circumstances. Rosengard will be eligible to participate in any Management Incentive Plan or any other bonus arrangement generally available to other senior management employees, according to the same terms and conditions applicable to other employees.

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(c) Vacation, Personal, and Sick Leave. Rosengard shall be eligible to take four (4) weeks of paid vacation during each year of this Agreement, in accordance with the terms and conditions of the Perry Ellis International Vacation Policy, revised February 1, 2005. Rosengard shall be eligible on an annual basis to six (6) days personal leave. Unused personal leave may not be carried over to subsequent years and will not be paid-out if not taken for any reason.

(d) Other Benefits. Rosengard will be entitled to participate in any group health, dental, life or disability plan and is entitled to any other benefits that the Company may maintain from time to time for all employees, provided that Rosengard meets the respective eligibility requirements.

(e) Expense Reimbursement. During Rosengard’s term of employment, the Company, upon the submission of supporting documentation by Rosengard, and in accordance with Company policies for its executives, shall reimburse Rosengard for all reasonable expenses actually paid or incurred by Rosengard in the course of and pursuant to the business of the Company, including expenses for travel and entertainment.

4. CHANGE IN CONTROL

In the event that, within the 12 month period following a Change in Control (as herein defined), Rosengard’s employment is terminated by the Company other than for Cause, or Rosengard terminates his employment for Good Reason (as herein defined), he shall be entitled to the following benefits: (a) any granted but unvested Stock and/or Option to purchase the Company’s common stock will become fully vested and exercisable immediately upon such termination and shall thereafter remain exercisable [till the earlier of 60 days or the expiration date of such Option]; and (b) a severance payment in the aggregate amount of one year of Base Salary (as defined in Paragraph 3(a) hereof) plus an amount equal to any incentive compensation paid to Rosengard pursuant to Paragraph 3(b) hereof during the Company’s fiscal year preceding any such termination. In order to receive the benefits described in this Paragraph, Rosengard shall be required to execute a waiver of claims and general release in the form prescribed by the Company which will be reasonably satisfactory to both parties.

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For purposes of this Paragraph 4, the term “Change in Control” shall mean the occurrence of any of the following events:

1. the acquisition by any person, entity or “group” (as defined in section 13(d) of the Exchange Act)(other than (x) any subsidiary or affiliate of the Company or (y) any entity owned, directly or indirectly, 50% or more by Perry Ellis International, Inc. or (z) any employee benefit plan of any such entity) through one transaction or a series of related transactions of 50% or more of the combined voting power of the then outstanding voting securities of the Company;

2. The complete liquidation or dissolution of the Company (other than a dissolution occurring upon a merger or consolidation thereof); or

3. The sale, transfer or other disposition of all or substantially all of the assets of the Company through one transaction or a series of related transactions to one or more persons or entities that are not, immediately prior to such sale, transfer or other disposition, affiliates of the Company; or

4. The termination or replacement of George Feldenkreis as Chairman and Chief Executive Officer of Perry Ellis International, Inc.; provided, however, that the death or retirement of George Feldenkreis shall not trigger a Change in Control under this Section 4.

“Good Reason” means, without Rosengard’s written consent: (i) a material diminution of Rosengard’s titles, duties or responsibilities or the assignment of duties or responsibilities that are materially inconsistent with his titles, duties and responsibilities hereunder; (ii) a change in direct reporting relationship to someone other than George Feldenkreis or Oscar Feldenkreis; (iii) a reduction in the Executive’s Base Salary, annual bonus or incentive compensation opportunity (it being understood that a reduction in the dollar amount of Rosengard’s annual bonus from year to year solely as the result of achievement or failure to achieve the target performance objectives provided in the annual bonus plan shall not constitute a reduction in Rosengard’s annual bonus opportunity); or (iv) requiring Rosengard’s principal place of business to be located other than New York, New York.

5. ROSENGARD’S DEATH OR INABILITY TO PERFORM

In the event of Rosengard’s death, this Agreement and the Company’s obligation to pay Rosengard’s salary and compensation automatically end. If Rosengard becomes unable to perform his employment duties during the Term of this agreement, his compensation under this Agreement shall automatically end until such time as Rosengard becomes able to resume his job duties for the Company. In the event that Rosengard becomes unable to perform his employment duties for a cumulative period of six months within any span of twelve months, this Agreement and Rosengard’s employment will be automatically terminated. In such case, Rosengard’s salary and compensation shall automatically end.

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6. TERMINATION BY COMPANY FOR CAUSE

The Company may terminate this Agreement and Rosengard’s employment “for Cause” at any time with or without notice. As used herein, “for Cause” shall mean any one of the following:

• Rosengard’s habitual neglect of his job duties and responsibilities; or

• Conviction of any felony, excluding minor traffic offenses; or

• Commission of a material act of dishonesty or a material breach of a fiduciary duty; or

• Commission of a serious violation of any of the Company’s personnel policies, including but not limited to violations of the Company’s policies against any form of harassment; or

• Any material act or omission defined as grounds for termination of employees as set forth in the Company’s personnel policies in existence at the time, provided that Rosengard has failed to cure such material act or omission within thirty (30) days after written notice thereof; or

• A material breach of this Agreement provided that Rosengard has failed to cure such material act or omission within thirty (30) days after written notice thereof.

In the event the Company terminates Rosengard’s employment and this Agreement for Cause, the “Effect of Termination” provisions of paragraph 9 shall apply.

7. TERMINATION OF AGREEMENT BY COMPANY WITHOUT CAUSE

The Company may terminate this Agreement and Rosengard’s employment without Cause at any time upon ninety (90) days prior written notice to Rosengard. In such case, the Company will pay to Rosengard, as soon as legally possible, a severance allowance in an amount equivalent to Rosengard’s Base Salary for the balance of time remaining on this contract but no less than six (6) months, payable in a lump sum, less taxes and other applicable withholding amounts. Rosengard shall not be entitled to any remaining compensation or benefits under this Agreement from the date of his termination forward, and the provisions of paragraph 9 below shall apply. To obtain the severance payment, Rosengard will be required to execute a full waiver and release of all claims in the form prescribed by the Company, which will be reasonably satisfactory to both parties.. In the case of non-renewal of this contract by the Company, Rosengard will receive a severance allowance in an amount equivalent to six (6) months base salary, payable in a lump sum, less taxes and other applicable withholding amounts. Rosengard

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shall not be entitled to any remaining compensation or benefits under this Agreement from the date of his termination forward, and the provisions of paragraph 9 below shall apply. To obtain the severance payment, Rosengard will be required to execute a full waiver and release of all claims in the form prescribed by the Company, which will be reasonably satisfactory to both parties..

8. TERMINATION OF AGREEMENT BY ROSENGARD

Rosengard may terminate this Agreement and his employment with the Company without Cause upon ninety (90) days prior written notice to the Company. In such case, Rosengard may be required to perform his business duties and will be paid his regular salary up to the date of termination. At the option of the Company, the Company may require Rosengard to depart from the Company at any time during such ninety (90) day period upon receiving said ninety (90) days notice from Rosengard of the termination of the Agreement, provided that the Company shall continue to pay Rosengard at his regular salary for the remainder of the ninety (90) day period.

9. EFFECT OF TERMINATION

In the event of Rosengard’s termination under paragraph 5, 6, or 8 above, Rosengard’s compensation and benefits to be provided under this Agreement will immediately cease and terminate. The Company shall not be liable to Rosengard for any further or additional compensation or benefits from the date of termination forward. Compensation that would otherwise be payable for the remainder of the Agreement (and for prior years and for subsequent years) shall automatically terminate and be forfeited immediately. Except as provided above, the Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination). All stock and/or options that are not vested shall immediately terminate and expire. There will be no pro-ration of bonuses and no pro-ration or vesting of stock options.

10. COOPERATION

Upon the termination of this Agreement for any reason, Rosengard agrees to cooperate with the Company in effecting a smooth transition of the management of the Company with respect to the duties and responsibilities which Rosengard performed for the Company. Further, after termination of this Agreement, Rosengard will upon reasonable notice furnish such information and proper assistance to the Company as it may reasonably require in connection with any litigation to which the Company is or may become a party.

11. COVENANT NOT TO COMPETE

During the term of his employment (whether under this Agreement or otherwise) and for a period of six (6) months following the termination of Rosengard’s employment (for any reason, whether initiated by Rosengard or the Company), Rosengard promises and agrees that he will not enter into any employment or other agency relationship (whether as a principal, agent, partner, employee, investor, owner, consultant, board

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member or otherwise) with any of the following business organizations, or their affiliated organizations, if any: (1) Haggar; (2) Liz Claiborne, Inc.; (3) Philips Van Heusen; (4) Kenneth Cole; or (5) DKNY, provided, that Rosengard may hold the securities and/or passively invest in shares of capital stock or other equity securities of any such entity so long as does not acquire a controlling interest in or become a member of a group which exercises direct or indirect control of more than five percent of any class of capital stock of such entity. Rosengard acknowledges that the business entities identified in the preceding sentence are competitors of Perry Ellis and that the restrictive covenant herein is necessary to protect Perry Ellis legitimate business interests. This restrictive covenant may be assigned to any successor entities.

12. AGREEMENT NOT TO DISCLOSE TRADE SECRETS OR CONFIDENTIAL INFORMATION

(a) Trade Secrets. During the term of his employment and after (whether under this Agreement or otherwise) Rosengard’s termination of employment with the Company or any successor organization (for any reason by Rosengard or the Company), Rosengard promises and agrees that he will not disclose or utilize any trade secrets, confidential information, or other proprietary information acquired during the course of his service with the Company and/or its related business entities. As used herein, “trade secret” means the whole or any portion or phase of any formula, pattern, device, combination of devices, or compilation of information which is for use, or is used in the operation of the Company’s business and which provides the Company an advantage or an opportunity to obtain an advantage over those who do not know or use it. “Trade Secret” also includes any scientific, technical, or commercial information, including any design, list of suppliers, list of customers, or improvement thereof, as well as pricing information or methodology, contractual arrangement with vendors or suppliers, business development plans or activities, or Company financial information.

(b) Confidential Information. During the term of his employment and after Rosengard’s termination of employment (whether under this Agreement or otherwise) with Perry Ellis or any successor organization (for any reason, whether initiated by Rosengard or the Company), Rosengard shall not divulge, communicate, use to the detriment of the Company or for the benefit of any other person or persons, or misuse in any way any Confidential Information pertaining to the business of the Company. Any Confidential Information or Data now or hereafter acquired by Rosengard with respect to the business of the Company (which shall include, but not be limited to information concerning the Company’s financial condition, prospects, technology, customers, suppliers, methods of doing business and promotion of the Company’s products and services) shall be deemed a valuable special and unique asset of the Company that is received by Rosengard in confidence and as a fiduciary. For purposes of this Agreement, “Confidential Information” means information disclosed to Rosengard as a consequence of or through his employment by the Company (including information conceived, originated, discovered or developed by Rosengard) prior to or after the date hereof and not generally known or in the public domain, about the Company or its business.

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13. AGREEMENT NOT TO SOLICIT OR HIRE COMPANY EMPLOYEES

If Rosengard leaves the employment of the Company for whatever reason, Rosengard promises and agrees that during the two (2) years following his departure from the Company, he will not, without the express written permission of the Company, directly employ as a consultant or employee any person who is employed as a consultant or employee of the Company at the time of Rosengard’s departure or any person who was an employee or consultant of the Company during the six months preceding Rosengard’s departure, with the exception of anyone who is a former employee as a result of the Company’s actions and the Executive Administrative Assistants of Rosengard. This restrictive covenant may be assigned to any successor entities.

14. INJUNCTIVE RELIEF

In recognition of the unique services to be performed by Rosengard and the possibility that any violation by Rosengard of paragraphs 11, 12 or 13 of this Agreement may cause irreparable or indeterminate damage or injury to Company, Rosengard expressly stipulates and agrees that the Company shall be entitled upon ten (10) days written notice to Rosengard to obtain an injunction from any court of competent jurisdiction regarding any violation or threatened violation of this Agreement. Such right to an injunction shall be in addition to, and not in limitation of, any other rights or remedies the Company may have for actual or liquidated damages.

15. SURVIVAL

Anything contained in this Agreement to the contrary notwithstanding, the provisions of paragraphs 11, 12 and 13 and the other provisions of this Agreement necessary to effectuate the survival of Sections 11, 12 and 13 shall survive termination of this Agreement and any termination of Rosengard’s employment hereunder.

16. JUDICIAL MODIFICATION OF AGREEMENT

The Company and Rosengard specifically agree that a court of competent jurisdiction (or an arbitrator as appropriate) may modify or amend paragraphs 11, 12 or 13 of this Agreement if absolutely necessary to conform with relevant law or binding judicial decisions in effect at the time the Company seeks to enforce any or all of said provisions.

17. RESOLUTION OF DISPUTES BY ARBITRATION

Any claim or controversy that arises out of or relates to this Agreement, or the breach of it, will be resolved by arbitration in the City of Miami in accordance with the rules then obtaining of the American Arbitration Association. Judgment upon the award rendered may be entered in any court possessing jurisdiction over arbitration awards. This Section shall not limit or restrict the Company’s right to obtain injunctive relief for violations of paragraphs 11, 12, or 13 of this Agreement. The prevailing party shall be entitled to payment for all costs and reasonable attorney’s fees (both trial and appellate) incurred by the prevailing party in regard to the proceedings.

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18. ADEQUATE CONSIDERATION

Rosengard expressly agrees that the Company is providing adequate, reasonable consideration for the obligations imposed upon him in this Agreement.

19. EFFECT OF PRIOR AGREEMENTS

This Agreement supersedes any prior verbal or written agreement or understanding between the Company and Rosengard.

20. LIMITED AFFECT OF WAIVER BY COMPANY

If the Company waives a breach of any provision of this Agreement by Rosengard, that waiver will not operate or be construed as a waiver of other breaches of this Agreement by Rosengard.

21. SEVERABILITY

If any provision of this Agreement is held invalid for any reason, said invalidity shall not affect the enforceability of any other provision of this Agreement, and all other provisions of this Agreement will remain in effect.

22. ASSUMPTION OF AGREEMENT BY COMPANY’S SUCCESSORS AND ASSIGNS

At the Company’s sole option, the Company’s rights and obligations under this Agreement will inure to the benefit of and be binding upon the Company’s successors and assigns. Rosengard may not assign his rights and obligations under this Agreement.

23. APPLICABLE LAW

Rosengard and the Company agree that this Agreement shall be subject to and enforceable under the laws of the State of Florida.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the 1st of August, 2005.

Agreed and Accepted

/s/ Paul Rosengard	By:	/s/ Rosanne Mathews
Paul Rosengard		Perry Ellis International, Inc.

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