0001104659-06-023081.txt : 20060406 0001104659-06-023081.hdr.sgml : 20060406 20060406164021 ACCESSION NUMBER: 0001104659-06-023081 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20060331 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060406 DATE AS OF CHANGE: 20060406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANK JOS A CLOTHIERS INC /DE/ CENTRAL INDEX KEY: 0000920033 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 363189198 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-14657 FILM NUMBER: 06745518 BUSINESS ADDRESS: STREET 1: 500 HANOVER PIKE CITY: HAMPSTEAD STATE: MD ZIP: 21074 BUSINESS PHONE: 4102392700 8-K 1 a06-8505_28k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

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): March 31, 2006

JoS. A. Bank Clothiers, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-23874	36-3189198
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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 (see General Instruction A.2. below):

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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Having determined that it was in the best interest of Jos. A. Bank Clothiers, Inc. (the “Company”) to insure the continued stability of the Company’s senior management, on March 31, 2006, the Compensation Committee of the Company’s Board of Directors (the “Committee”) authorized extensions of certain executive employment agreements and established 2006 base salary amounts as set forth in the amendments to executive employment agreements attached hereto as Exhibits 10.1 - 10.5.

The Company determines compensation for employees by reviewing the aggregate of base salary and annual bonus for comparable positions in the market. For the year ended January 28, 2006 (“fiscal 2005”) certain of the Company’s officers and key managers were included in the fiscal 2005 Basic Bonus Plan (the “Basic Bonus Plan”). Maximum potential awards under the Basic Bonus Plan ranged from 10% to 65% of the participants’ base salaries. The Basic Bonus Plan established (a) two goals for Company earnings per share after payment of bonuses (the “Company’s EPS”), which were uniform for all Basic Bonus Plan participants (the “EPS Goals”); and (b) goals for departmental/individual performance, which varied with each Basic Bonus Plan participant (the “Performance Goals”). No bonus was payable to any Basic Bonus Plan participant unless the Company’s EPS were at least equal to the first EPS Goal (regardless of whether such participant satisfied his/her Performance Goals). The maximum potential award was to be paid to any Basic Bonus Plan participant if the Company’s EPS were at least equal to the second (higher) EPS Goal and such participant satisfied all of his/her Performance Goals.

The Committee found it to be in the best interest of stockholders to encourage and reward exceptional performance of the Company by establishing for the senior management of the Company an additional bonus plan (the “Incentive Bonus Plan”). If an eligible participant receives a bonus under the Incentive Bonus Plan, no bonus is payable to such participant under the Basic Bonus Plan. Maximum potential awards under the Incentive Bonus Plan ranged from 100% to 130% of the participants’ base salaries. The Incentive Bonus Plan establishes a third goal for Company earnings per share (the “Incentive EPS Goal”), which is higher than the second EPS Goal under the Basic Bonus Plan. No bonus is payable under the Incentive Bonus Plan unless the Company’s EPS were at least equal to the Incentive EPS Goal (regardless of whether any participant satisfied his/her Performance Goals). The maximum potential award is to be paid to any Incentive Bonus Plan participant if the Company’s EPS were at least equal to the Incentive EPS Goal and such participant satisfied all of his/her Performance Goals. Having reviewed the Company’s performance in fiscal 2005, the Committee determined on March 31, 2006 that, in lieu of any bonus otherwise payable under the Basic Bonus Plan, awards under the Company’s fiscal 2005 Incentive Bonus Plan were payable to the following executives in the following respective amounts: Mr. R. Neal Black $488,000; Mr. Robert B. Hensley $376,000; Mr. David E. Ullman $380,000; and Mr. Jerry L. Deboer $220,000. The employment agreement between the Company and Chief Executive Officer Robert N. Wildrick entitles Mr. Wildrick to a bonus of up to 250% of his base salary upon achievement by the Company of certain specified earnings per share goals established for each year the employment agreement. Having reviewed the Company’s performance in fiscal 2005, the Committee determined on March 31, 2006 that Mr. Wildrick is entitled to the payment of a bonus in the amount of $2,564,690.

For the year ending February 3, 2007 (fiscal 2006), the Committee established a minimum earnings per share requirement for the payment of bonuses to employees who are not otherwise contractually entitled to such payment (“2006 Minimum EPS Goal”). Achievement by the Company of the 2006 Minimum EPS Goal does not entitle any employee to a bonus under the 2006 bonus plan, but rather is the minimum threshold for consideration of such payment.

All earnings per share amounts referred to in this Current Report on Form 8-K represent diluted earnings per share adjusted for the 25% stock dividend declared by the Company’s Board of Directors on December 14, 2005. Pursuant to such dividend, shareholders of record as of January 27, 2006 received one additional share of common stock for each four shares then owned. The dividend shares were distributed on February 15, 2006.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

Exhibit
Number		Description
10.1		Third Amendment, dated as of April 5, 2006, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.

10.2		Third Amendment, dated as of April 5, 2006, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.

10.3		Seventh Amendment, dated as of April 5, 2006, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.

10.4		Sixth Amendment, dated as of April 5, 2006, to Employment Agreement, dated as of December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers, Inc.

10.5		Written description of 2006 base salary for Jerry DeBoer.

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/ Charles D. Frazer
	Charles D. Frazer
	Senior Vice President, General Counsel

Dated: April 6, 2006

EXHIBIT INDEX

Exhibit
Number		Description
10.1		Third Amendment, dated as of April 5, 2006, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A. Bank Clothiers, Inc.

10.2		Third Amendment, dated as of April 5, 2006, to Amended and Restated Employment Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc.

10.3		Seventh Amendment, dated as of April 5, 2006, to Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers, Inc.

10.4		Sixth Amendment, dated as of April 5, 2006 to Employment Agreement, dated as of December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers, Inc.

10.5		Written description of 2006 base salary for Jerry DeBoer.

EX-10.1 2 a06-8505_2ex10d1.htm MATERIAL CONTRACTS

Exhibit 10.1

THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT (this “Amendment”) is made as of this 5^th day of April, 2006 to that certain AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of May 15, 2002, as amended (collectively, the “Employment Agreement”), by and between DAVID E. ULLMAN (“Employee”) and JOS. A. BANK CLOTHIERS, INC. (“Employer”).

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

1. Subject to earlier termination otherwise set forth in the Employment Agreement, the last day of the Employment Period shall be January 31, 2008.

2. Effective February 26, 2006, Employee’s Base Salary shall be $375,000.00.

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 Audit 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/ Robert N. Wildrick	/s/ David E. Ullman
	Robert N. Wildrick,	DAVID E. ULLMAN
	Chief Executive Officer

EX-10.2 3 a06-8505_2ex10d2.htm MATERIAL CONTRACTS

Exhibit 10.2

THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT (this “Amendment”) is made as of this 5^th day of April, 2006 to that certain AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of May 15, 2002, as amended (collectively, the “Employment Agreement”), by and between CHARLES D. FRAZER (“Employee”) and JOS. A. BANK CLOTHIERS, INC. (“Employer”).

1. Subject to earlier termination otherwise set forth in the Employment Agreement, the last day of the Employment Period shall be January 31, 2008.

2. Effective February 26, 2006, Employee’s Base Salary shall be $226,000.00.

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

JOS. A. BANK CLOTHIERS, INC.

By:	/s/ Robert N. Wildrick	/s/ Charles D. Frazer
	Robert N. Wildrick,	CHARLES D. FRAZER
	Chief Executive Officer

EX-10.3 4 a06-8505_2ex10d3.htm MATERIAL CONTRACTS

Exhibit 10.3

SEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT

THIS SEVENTH AMENDMENT (this “Amendment”) is made as of this 5^th day of April, 2006 to that certain EMPLOYMENT AGREEMENT, dated as of November 30, 1999, as heretofore amended (collectively, the “Employment Agreement”), by and between ROBERT HENSLEY (“Employee”) and JOS. A. BANK CLOTHIERS, INC. (“Employer”).

1. Subject to earlier termination otherwise set forth in the Employment Agreement, the last day of the Employment Period shall be January 31, 2008.

2. Effective February 26, 2006, Employee’s Base Salary shall be $395,000.00.

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

JOS. A. BANK CLOTHIERS, INC.

By:	/s/ Robert N. Wildrick	/s/ Robert Hensley
	Robert N. Wildrick,	ROBERT HENSLEY
	Chief Executive Officer

EX-10.4 5 a06-8505_2ex10d4.htm MATERIAL CONTRACTS

Exhibit 10.4

SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT

THIS SIXTH AMENDMENT (this “Amendment”) is made as of this 5^th day of April, 2006 to that certain EMPLOYMENT AGREEMENT, dated as of December 21, 1999, as heretofore amended (collectively, the “Employment Agreement”), by and between R. NEAL BLACK (“Employee”) and JOS. A. BANK CLOTHIERS, INC. (“Employer”).

1. Subject to earlier termination otherwise set forth in the Employment Agreement, the last day of the Employment Period shall be January 31, 2008.

2. Effective February 26, 2006, Employee’s Base Salary shall be $500,000.00.

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

JOS. A. BANK CLOTHIERS, INC.

By:	/s/ Robert N. Wildrick	/s/ R. Neal Black
	Robert N. Wildrick,	R. NEAL BLACK
	Chief Executive Officer

EX-10.5 6 a06-8505_2ex10d5.htm MATERIAL CONTRACTS

Exhibit 10.5

Jerry DeBoer was hired by the Company pursuant to an offer letter, dated November 20, 2000, which letter is attached as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended February 3, 2001. Effective February 26, 2006, Mr. DeBoer’s annual base salary shall be $236,900.