8-K

UNITED STATES
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): December 28, 2010

Jos. A. Bank Clothiers, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-23874	36-3189198
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 Hanover Pike Hampstead, Maryland	21074
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (410) 239-2700

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 December 28, 2010, the Company entered into separate amendments (the “Amendments”) to its employment agreements (the “Employment Agreements”) with each of its executive vice presidents and senior vice presidents. The intent of the Amendments is that all payments and benefits under the Agreements shall be in full compliance with Section 409A of the Internal Revenue Code of 1986.

The foregoing summary of the Amendments does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendments, which are attached as Exhibits 10.1 through 10.6 and are incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit
Number		Description
	10.1	Twelfth Amendment, dated as of December 28, 2010, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.
	10.2	Third Amendment, dated as of December 28, 2010, to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.
	10.3	Second Amendment, dated as of December 28, 2010, to Employment Agreement, dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc.
	10.4	Eighth Amendment, dated as of December 28, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.
	10.5	Eighth Amendment, dated as of December 28, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.
	10.6	Amendment, dated as of December 28, 2010, to employment offer letter, dated November 20, 2000, from Jos. A. Bank Clothiers, Inc. to Jerry DeBoer.

2

SIGNATURE

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.

JoS. A. Bank Clothiers, Inc. (Registrant)
By:	/s/ R. Neal Black
	R. Neal Black
	President and Chief Executive Officer and Director

Dated: December 29, 2010

3

EXHIBIT INDEX

Exhibit
Number		Description
	10.1	Twelfth Amendment, dated as of December 28, 2010, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.
	10.2	Third Amendment, dated as of December 28, 2010, to Employment Agreement, dated as of June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.
	10.3	Second Amendment, dated as of December 28, 2010, to Employment Agreement, dated as of January 30, 2009, between James W. Thorne and Jos. A. Bank Clothiers, Inc.
	10.4	Eighth Amendment, dated as of December 28, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.
	10.5	Eighth Amendment, dated as of December 28, 2010, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.
	10.6	Amendment, dated as of December 28, 2010, to employment offer letter, dated November 20, 2000, from Jos. A. Bank Clothiers, Inc. to Jerry DeBoer.

4

EX-10.1

EXHIBIT 10.1

TWELFTH AMENDMENT TO EMPLOYMENT AGREEMENT

THIS TWELFTH AMENDMENT (this “Amendment”) is made as of the 28^th day of December, 2010 to that certain EMPLOYMENT AGREEMENT, dated as of November 30, 1999, as heretofore amended (collectively, the “Employment Agreement”), by and between ROBERT HENSLEY (“Executive”) and JOS. A BANK CLOTHIERS, INC. (“Employer”).

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, Employer and Executive, being the sole parties of the Employment Agreement, hereby amend the Employment Agreement and agree as follows:

1. Section 3.2 is amended to substitute the following for the sentence which reads “The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof, but in no event later than 90 days following the end of each Bonus Year.”:

The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof after the end of the Bonus Year, but in no event later than two and one-half (2 1/2) months following the end of each Bonus Year.

2. Section 4.3 is amended in its entirety to read as follows:

Executive may, at any time during the Employment Period by notice to Employer, terminate the Employment Period under this Agreement effective immediately for “good reason”. For the purposes hereof, “good reason” means any material breach by Employer of any provision of this Agreement which, if susceptible of being cured, is not cured within thirty (30) days of delivery of notice thereof to Employer by Executive; it being agreed, however, that the cure period applicable to any failure timely to pay (or any reduction in) compensation or benefits paid or payable to Executive pursuant to the provisions of Section 3 hereof shall be limited to seven (7) days after delivery of notice thereof to Employer. Without limitation of the generality of the foregoing, each of the following shall be deemed to be a material breach of this Agreement by Employer: (x) any failure timely to pay (or any reduction in) compensation (including benefits) paid or payable to Executive pursuant to the provisions of Section 3 hereof; (y) any reduction in the duties, responsibilities or perquisites of Executive as provided in this Employment Agreement and (z) any transfer of the Company’s principal executive offices outside the geographic area described in Section 2.2 hereof or requirement that Executive principally perform his duties in other than such office. The parties acknowledge and agree that as of the date hereof, no event has occurred giving Executive “good reason” to terminate the Employment Period. The parties further acknowledge that a material breach owing to the failure to timely pay compensation or benefits to Executive was never intended to include an administrative or ministerial lapse by Employer resulting in an inadvertent delay of such payment and that the foregoing seven (7) day cure period will serve to permit the Employer to correct such a lapse.

3. A new Section 5.7 is added which provides as follows:

5.7 Section 409A. It is the intent of this Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, (“Code”) and any ambiguities herein will be interpreted and this agreement will be administered to so comply. Each installment payment under Sections 4.1, 5.1 and 5.3 shall be regarded as a separate payment for purposes of Code Section 409A.

(i) Termination Payments. If any compensation to be paid to Executive under Section 5 is “nonqualified deferred compensation” subject to Code Section 409A, such compensation shall be paid no earlier than the date of Executive’s “separation from service” from the Company within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable as a result of, and within the first six (6) months following, the Executive’s “separation from service”, and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s death.

(ii) Reimbursements. Consistent with the requirements of Section 409A of the Code, to the extent that any expense reimbursement or in-kind benefit provided to Executive under the Employment Agreement is taxable, unless stated otherwise: (i) reimbursements and in-kind benefits will be provided only for expenses incurred during the Executive’s employment with the Employer; (ii) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (iii) the reimbursement of an eligible expense must be made no later than the last day of calendar year following the calendar year in which the expense was incurred; and (iv) the right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit.

Except as specifically amended hereby, the Employment Agreement shall remain in full force and effect according to its terms. To the extent of any conflict between the terms of this Amendment and the terms of the remainder of the Employment Agreement, the terms of this Amendment shall control and prevail. Capitalized terms used but not defined herein shall have those respective meanings attributed to them in the Employment Agreement. This Amendment shall hereafter be deemed a part of the Employment Agreement for all purposes. The terms of employment set forth in this Amendment have been approved by the Compensation Committee of the Board of Directors of the Employer.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

JOS. A. BANK CLOTHIERS, INC.

By	/s/ CHARLES D. FRAZER Charles D. Frazer,	/s/ ROBERT HENSLEY ROBERT HENSLEY
	Senior Vice President-General Counsel

EX-10.2

EXHIBIT 10.2

THIRD AMENDMENT TO EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT (this “Amendment”) is made as of the 28^th day of December, 2010 to that certain EMPLOYMENT AGREEMENT, dated as of June 3, 2008, as heretofore amended (collectively, the “Employment Agreement”), by and between GARY MERRY (“Executive”) and JOS. A BANK CLOTHIERS, INC. (“Employer”).

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, Employer and Executive, being the sole parties of the Employment Agreement, hereby amend the Employment Agreement and agree as follows:

1. Section 3.2 is amended to substitute the following for the sentence which reads “The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof, but in no event later than 90 days following the end of each Bonus Year.”:

The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof after the end of the Bonus Year, but in no event later than two and one-half (2 1/2) months following the end of each Bonus Year.

2. Section 4.3 is amended in its entirety to read as follows:

Executive may, at any time during the Employment Period by notice to Employer, terminate the Employment Period under this Agreement effective immediately for “good reason”. For the purposes hereof, “good reason” means any material breach by Employer of any provision of this Agreement which, if susceptible of being cured, is not cured within thirty (30) days of delivery of notice thereof to Employer by Executive; it being agreed, however, that the cure period applicable to any failure timely to pay (or any reduction in) compensation or benefits paid or payable to Executive pursuant to the provisions of Section 3 hereof shall be limited to seven (7) days after delivery of notice thereof to Employer. Without limitation of the generality of the foregoing, each of the following shall be deemed to be a material breach of this Agreement by Employer: (x) any failure timely to pay (or any reduction in) compensation (including benefits) paid or payable to Executive pursuant to the provisions of Section 3 hereof; (y) any reduction in the duties, responsibilities or perquisites of Executive as provided in this Employment Agreement and (z) any transfer of the Company’s principal executive offices outside the geographic area described in Section 2.2 hereof or requirement that Executive principally perform his duties in other than such office. The parties acknowledge and agree that as of the date hereof, no event has occurred giving Executive “good reason” to terminate the Employment Period. The parties further acknowledge that a material breach owing to the failure to timely pay compensation or benefits to Executive was never intended to include an administrative or ministerial lapse by Employer resulting in an inadvertent delay of such payment and that the foregoing seven (7) day cure period will serve to permit the Employer to correct such a lapse.

3. A new Section 5.7 is added which provides as follows:

5.7 Section 409A. It is the intent of this Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, (“Code”) and any ambiguities herein will be interpreted and this agreement will be administered to so comply. Each installment payment under Sections 4.1, 5.1 and 5.3 shall be regarded as a separate payment for purposes of Code Section 409A.

(i) Termination Payments. If any compensation to be paid to Executive under Section 5 is “nonqualified deferred compensation” subject to Code Section 409A, such compensation shall be paid no earlier than the date of Executive’s “separation from service” from the Company within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable as a result of, and within the first six (6) months following, the Executive’s “separation from service”, and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s death.

(ii) Reimbursements. Consistent with the requirements of Section 409A of the Code, to the extent that any expense reimbursement or in-kind benefit provided to Executive under the Employment Agreement is taxable, unless stated otherwise: (i) reimbursements and in-kind benefits will be provided only for expenses incurred during the Executive’s employment with the Employer; (ii) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (iii) the reimbursement of an eligible expense must be made no later than the last day of calendar year following the calendar year in which the expense was incurred; and (iv) the right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit.

Except as specifically amended hereby, the Employment Agreement shall remain in full force and effect according to its terms. To the extent of any conflict between the terms of this Amendment and the terms of the remainder of the Employment Agreement, the terms of this Amendment shall control and prevail. Capitalized terms used but not defined herein shall have those respective meanings attributed to them in the Employment Agreement. This Amendment shall hereafter be deemed a part of the Employment Agreement for all purposes. The terms of employment set forth in this Amendment have been approved by the Compensation Committee of the Board of Directors of the Employer.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

JOS. A. BANK CLOTHIERS, INC.
By	/s/ CHARLES D. FRAZER Charles D. Frazer,	/s/ GARY MERRY GARY MERRY
	Senior Vice President-General Counsel

EX-10.3

EXHIBIT 10.3

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT (this “Amendment”) is made as of the 28^th day of December, 2010 to that certain EMPLOYMENT AGREEMENT, dated as of January 30, 2009, as heretofore amended (collectively, the “Employment Agreement”), by and between JAMES W. THORNE (“Executive”) and JOS. A BANK CLOTHIERS, INC. (“Employer”).

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, Employer and Executive, being the sole parties of the Employment Agreement, hereby amend the Employment Agreement and agree as follows:

1. Section 3.2 is amended to substitute the following for the sentence which reads “The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof, but in no event later than 90 days following the end of each Bonus Year.”:

The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof after the end of the Bonus Year, but in no event later than two and one-half (2 1/2) months following the end of each Bonus Year.

2. Section 4.3 is amended in its entirety to read as follows:

Executive may, at any time during the Employment Period by notice to Employer, terminate the Employment Period under this Agreement effective immediately for “good reason”. For the purposes hereof, “good reason” means any material breach by Employer of any provision of this Agreement which, if susceptible of being cured, is not cured within thirty (30) days of delivery of notice thereof to Employer by Executive; it being agreed, however, that the cure period applicable to any failure timely to pay (or any reduction in) compensation or benefits paid or payable to Executive pursuant to the provisions of Section 3 hereof shall be limited to seven (7) days after delivery of notice thereof to Employer. Without limitation of the generality of the foregoing, each of the following shall be deemed to be a material breach of this Agreement by Employer: (x) any failure timely to pay (or any reduction in) compensation (including benefits) paid or payable to Executive pursuant to the provisions of Section 3 hereof; (y) any reduction in the duties, responsibilities or perquisites of Executive as provided in this Employment Agreement and (z) any transfer of the Company’s principal executive offices outside the geographic area described in Section 2.2 hereof or requirement that Executive principally perform his duties in other than such office. The parties acknowledge and agree that as of the date hereof, no event has occurred giving Executive “good reason” to terminate the Employment Period. The parties further acknowledge that a material breach owing to the failure to timely pay compensation or benefits to Executive was never intended to include an administrative or ministerial lapse by Employer resulting in an inadvertent delay of such payment and that the foregoing seven (7) day cure period will serve to permit the Employer to correct such a lapse.

3. A new Section 5.7 is added which provides as follows:

5.7 Section 409A. It is the intent of this Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, (“Code”) and any ambiguities herein will be interpreted and this agreement will be administered to so comply. Each installment payment under Sections 4.1, 5.1 and 5.3 shall be regarded as a separate payment for purposes of Code Section 409A.

(i) Termination Payments. If any compensation to be paid to Executive under Section 5 is “nonqualified deferred compensation” subject to Code Section 409A, such compensation shall be paid no earlier than the date of Executive’s “separation from service” from the Company within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable as a result of, and within the first six (6) months following, the Executive’s “separation from service”, and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s death.

(ii) Reimbursements. Consistent with the requirements of Section 409A of the Code, to the extent that any expense reimbursement or in-kind benefit provided to Executive under the Employment Agreement is taxable, unless stated otherwise: (i) reimbursements and in-kind benefits will be provided only for expenses incurred during the Executive’s employment with the Employer; (ii) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (iii) the reimbursement of an eligible expense must be made no later than the last day of calendar year following the calendar year in which the expense was incurred; and (iv) the right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit.

Except as specifically amended hereby, the Employment Agreement shall remain in full force and effect according to its terms. To the extent of any conflict between the terms of this Amendment and the terms of the remainder of the Employment Agreement, the terms of this Amendment shall control and prevail. Capitalized terms used but not defined herein shall have those respective meanings attributed to them in the Employment Agreement. This Amendment shall hereafter be deemed a part of the Employment Agreement for all purposes. The terms of employment set forth in this Amendment have been approved by the Compensation Committee of the Board of Directors of the Employer.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

JOS. A. BANK CLOTHIERS, INC.
By	/s/ CHARLES D. FRAZER Charles D. Frazer,	/s/ JAMES W. THORNE JAMES W. THORNE
	Senior Vice President-General Counsel

EX-10.4

EXHIBIT 10.4

EIGHTH AMENDMENT TO EMPLOYMENT AGREEMENT

THIS EIGHTH AMENDMENT (this “Amendment”) is made as of the 28^th day of December, 2010 to that certain AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of May 15, 2002, as heretofore amended (collectively, the “Employment Agreement”), by and between DAVID E. ULLMAN (“Executive”) and JOS. A BANK CLOTHIERS, INC. (“Employer”).

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, Employer and Executive, being the sole parties of the Employment Agreement, hereby amend the Employment Agreement and agree as follows:

1. Section 3.2 is amended to substitute the following for the sentence which reads “The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof, but in no event later than 90 days following the end of each Bonus Year.”:

The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof after the end of the Bonus Year, but in no event later than two and one-half (2 1/2) months following the end of each Bonus Year.

2. Section 4.3 is amended in its entirety to read as follows:

Executive may, at any time during the Employment Period by notice to Employer, terminate the Employment Period under this Agreement effective immediately for “good reason”. For the purposes hereof, “good reason” means any material breach by Employer of any provision of this Agreement which, if susceptible of being cured, is not cured within thirty (30) days of delivery of notice thereof to Employer by Executive; it being agreed, however, that the cure period applicable to any failure timely to pay (or any reduction in) compensation or benefits paid or payable to Executive pursuant to the provisions of Section 3 hereof shall be limited to seven (7) days after delivery of notice thereof to Employer. Without limitation of the generality of the foregoing, each of the following shall be deemed to be a material breach of this Agreement by Employer: (x) any failure timely to pay (or any reduction in) compensation (including benefits) paid or payable to Executive pursuant to the provisions of Section 3 hereof; (y) any reduction in the duties, responsibilities or perquisites of Executive as provided in this Employment Agreement and (z) any transfer of the Company’s principal executive offices outside the geographic area described in Section 2.2 hereof or requirement that Executive principally perform his duties in other than such office. The parties acknowledge and agree that as of the date hereof, no event has occurred giving Executive “good reason” to terminate the Employment Period. The parties further acknowledge that a material breach owing to the failure to timely pay compensation or benefits to Executive was never intended to include an administrative or ministerial lapse by Employer resulting in an inadvertent delay of such payment and that the foregoing seven (7) day cure period will serve to permit the Employer to correct such a lapse.

3. A new Section 5.7 is added which provides as follows:

5.7 Section 409A. It is the intent of this Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, (“Code”) and any ambiguities herein will be interpreted and this agreement will be administered to so comply. Each installment payment under Sections 4.1, 5.1 and 5.3 shall be regarded as a separate payment for purposes of Code Section 409A.

(i) Termination Payments. If any compensation to be paid to Executive under Section 5 is “nonqualified deferred compensation” subject to Code Section 409A, such compensation shall be paid no earlier than the date of Executive’s “separation from service” from the Company within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable as a result of, and within the first six (6) months following, the Executive’s “separation from service”, and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s death.

(ii) Reimbursements. Consistent with the requirements of Section 409A of the Code, to the extent that any expense reimbursement or in-kind benefit provided to Executive under the Employment Agreement is taxable, unless stated otherwise: (i) reimbursements and in-kind benefits will be provided only for expenses incurred during the Executive’s employment with the Employer; (ii) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (iii) the reimbursement of an eligible expense must be made no later than the last day of calendar year following the calendar year in which the expense was incurred; and (iv) the right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit.

Except as specifically amended hereby, the Employment Agreement shall remain in full force and effect according to its terms. To the extent of any conflict between the terms of this Amendment and the terms of the remainder of the Employment Agreement, the terms of this Amendment shall control and prevail. Capitalized terms used but not defined herein shall have those respective meanings attributed to them in the Employment Agreement. This Amendment shall hereafter be deemed a part of the Employment Agreement for all purposes. The terms of employment set forth in this Amendment have been approved by the Compensation Committee of the Board of Directors of the Employer.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

JOS. A. BANK CLOTHIERS, INC.

By	/s/ CHARLES D. FRAZER	/s/ DAVID E. ULLMAN
	Charles D. Frazer,	DAVID E. ULLMAN
	Senior Vice President-General Counsel

EX-10.5

EXHIBIT 10.5

EIGHTH AMENDMENT TO EMPLOYMENT AGREEMENT

THIS EIGHTH AMENDMENT (this “Amendment”) is made as of the 28^th day of December, 2010 to that certain AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of May 15, 2002, as heretofore amended (collectively, the “Employment Agreement”), by and between CHARLES D. FRAZER (“Executive”) and JOS. A BANK CLOTHIERS, INC. (“Employer”).

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, Employer and Executive, being the sole parties of the Employment Agreement, hereby amend the Employment Agreement and agree as follows:

1. Section 3.2 is amended to substitute the following for the sentence which reads “The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof, but in no event later than 90 days following the end of each Bonus Year.”:

The Bonus earned for any Bonus Year shall be payable promptly following the determination thereof after the end of the Bonus Year, but in no event later than two and one-half (2 1/2) months following the end of each Bonus Year.

2. Section 4.3 is amended in its entirety to read as follows:

Executive may, at any time during the Employment Period by notice to Employer, terminate the Employment Period under this Agreement effective immediately for “good reason”. For the purposes hereof, “good reason” means any material breach by Employer of any provision of this Agreement which, if susceptible of being cured, is not cured within thirty (30) days of delivery of notice thereof to Employer by Executive; it being agreed, however, that the cure period applicable to any failure timely to pay (or any reduction in) compensation or benefits paid or payable to Executive pursuant to the provisions of Section 3 hereof shall be limited to seven (7) days after delivery of notice thereof to Employer. Without limitation of the generality of the foregoing, each of the following shall be deemed to be a material breach of this Agreement by Employer: (x) any failure timely to pay (or any reduction in) compensation (including benefits) paid or payable to Executive pursuant to the provisions of Section 3 hereof; (y) any reduction in the duties, responsibilities or perquisites of Executive as provided in this Employment Agreement and (z) any transfer of the Company’s principal executive offices outside the geographic area described in Section 2.2 hereof or requirement that Executive principally perform his duties in other than such office. The parties acknowledge and agree that as of the date hereof, no event has occurred giving Executive “good reason” to terminate the Employment Period. The parties further acknowledge that a material breach owing to the failure to timely pay compensation or benefits to Executive was never intended to include an administrative or ministerial lapse by Employer resulting in an inadvertent delay of such payment and that the foregoing seven (7) day cure period will serve to permit the Employer to correct such a lapse.

3. A new Section 5.7 is added which provides as follows:

5.7 Section 409A. It is the intent of this Agreement to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, (“Code”) and any ambiguities herein will be interpreted and this agreement will be administered to so comply. Each installment payment under Sections 4.1, 5.1 and 5.3 shall be regarded as a separate payment for purposes of Code Section 409A.

(i) Termination Payments. If any compensation to be paid to Executive under Section 5 is “nonqualified deferred compensation” subject to Code Section 409A, such compensation shall be paid no earlier than the date of Executive’s “separation from service” from the Company within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s termination of employment, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable as a result of, and within the first six (6) months following, the Executive’s “separation from service”, and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of the Executive’s separation from service or, if earlier, the date of Executive’s death.

(ii) Reimbursements. Consistent with the requirements of Section 409A of the Code, to the extent that any expense reimbursement or in-kind benefit provided to Executive under the Employment Agreement is taxable, unless stated otherwise: (i) reimbursements and in-kind benefits will be provided only for expenses incurred during the Executive’s employment with the Employer; (ii) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (iii) the reimbursement of an eligible expense must be made no later than the last day of calendar year following the calendar year in which the expense was incurred; and (iv) the right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit.

Except as specifically amended hereby, the Employment Agreement shall remain in full force and effect according to its terms. To the extent of any conflict between the terms of this Amendment and the terms of the remainder of the Employment Agreement, the terms of this Amendment shall control and prevail. Capitalized terms used but not defined herein shall have those respective meanings attributed to them in the Employment Agreement. This Amendment shall hereafter be deemed a part of the Employment Agreement for all purposes. The terms of employment set forth in this Amendment have been approved by the Compensation Committee of the Board of Directors of the Employer.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

JOS. A. BANK CLOTHIERS, INC.

By	/s/ DAVID E. ULLMAN	/s/ CHARLES D. FRAZER
	David E. Ullman,	CHARLES D. FRAZER
	Executive Vice President-
	Chief Financial Officer

EX-10.6

EXHIBIT 10.6

December 28, 2010

Mr. Jerry DeBoer
500 Hanover Pike
Hampstead, Maryland 21074

Dear Jerry:

Pursuant to that certain letter dated November 20, 2000 (the “Offer Letter”) Jos. A. Bank Clothiers, Inc. (the “Company”) extended to you an employment offer for the position of Senior Vice President of Marketing. The letter states that “[i]n the event that your employment would end due to reasons other than voluntary resignation or for cause, you will continue to receive twelve months of compensation at your normal base salary.”

You and the Company agree that it is the intent of the Offer Letter to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, (“Code”) and any ambiguities in the Offer Letter or this letter will be interpreted and administered to so comply. Without limiting the generality of the foregoing, if any compensation to be paid to you under the Offer Letter is “nonqualified deferred compensation” subject to Code Section 409A, such compensation shall be paid no earlier than the date of your “separation from service” from the Company within the meaning of Code Section 409A(a)(2)(A)(i). For purposes of Code Section 409A, each installment of salary continuation shall be regarded as a separate payment. If you are a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of your termination of employment, any nonqualified deferred compensation subject to Section 409A that would otherwise have been payable as a result of, and within the first six (6) months following, your “separation from service”, and not by reason of another event under Section 409A(a)(2)(A), will become payable six (6) months and one (1) day following the date of your separation from service or, if earlier, the date of your death.

Consistent with the requirements of Section 409A of the Code, to the extent that any expense reimbursement or in-kind benefit provided to you under the Offer Letter is taxable, unless stated otherwise: (i) reimbursements and in-kind benefits will be provided only for expenses incurred during your employment with the Company; (ii) the expenses eligible for reimbursement or the in-kind benefits provided in any given calendar year will not affect the expenses eligible for reimbursement or the in-kind benefits provided in any other calendar year; (iii) the reimbursement of an eligible expense must be made no later than the last day of calendar year following the calendar year in which the expense was incurred; and (iv) the right to reimbursements or in-kind benefits cannot be liquidated or exchanged for any other benefit.

Any bonus which you may earn shall be payable promptly following the determination thereof after the end of a fiscal year that begins during your employment with the company (each such fiscal year, a “Bonus Year”), but in no event later than two and one-half (2 1/2) months following the end of each Bonus Year.

Except as specifically amended hereby, the Offer Letter shall remain in full force and effect according to its terms. To the extent of any conflict between the terms of this letter and the terms of the remainder of the Offer Letter, the terms of this letter shall control and prevail. This letter shall hereafter be deemed a part of the Offer Letter for all purposes. Please indicate your agreement to the foregoing by acknowledging and agreeing to this letter below.

Very truly yours,
 

/s/ CHARLES D. FRAZER  

Charles D. Frazer 

ACKNOWLEDGED AND AGREED TO
THIS 28^th DAY OF DECEMBER 2010.

/s/ JERRY DEBOER

JERRY DEBOER