-----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, PJlwuzooAWKAmkKoFkmixYyqcu6JX1XqNnQxwoIpeq5e3Zs0q6sG0S00TQQZBRQI OLLeCeV6Iefy1TLXdNdd6g== 0001157523-05-003178.txt : 20050407 0001157523-05-003178.hdr.sgml : 20050407 20050407172534 ACCESSION NUMBER: 0001157523-05-003178 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20050401 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050407 DATE AS OF CHANGE: 20050407 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: 05739962 BUSINESS ADDRESS: STREET 1: 500 HANOVER PIKE CITY: HAMPSTEAD STATE: MD ZIP: 21074 BUSINESS PHONE: 4102392700 8-K 1 a4859696.txt JOS A BANK CLOTHIERS INC. ================================================================================ 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): April 1, 2005 ------------- 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 21074 Hampstead, Maryland --------- (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): |_| 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. In recognition of another year of record earnings for Jos. A. Bank Clothiers, Inc. (the "Company"), on April 1, 2005, the Compensation Committee of the Company's Board of Directors (the "Committee") determined that it was in the best interest of the Company to insure the continued stability of the Company's senior management team. The Committee therefore authorized extensions of certain executive employment agreements and established 2005 base salary amounts as set forth in the amendments to executive employment agreements attached hereto as Exhibits 10.1 - 10.4. 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 29, 2005 ("fiscal 2004") all of the Company's officers and certain key managers were included in the fiscal 2004 Basic Bonus Plan (the "Basic Bonus Plan"). Maximum potential awards under the Basic Bonus Plan ranged from 10% to 125% 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"). The first EPS Goal for fiscal 2004 was $1.15. 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 second EPS Goal for fiscal 2004 was $1.20. 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 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"). Maximum potential awards under the Incentive Bonus Plan ranged from 75% to 250% of the participants' base salaries. Having reviewed the Company's superior performance in fiscal 2004, the Committee determined on April 1, 2005, that, in lieu of any bonus otherwise payable under the Basic Bonus Plan, awards under the Company's fiscal 2004 Incentive Bonus Plan were payable in the following amounts: Mr. Wildrick $1,960,302; Mr. Black $378,250; Mr. Hensley $366,250; Mr. Ullman $318,000; and Mr. DeBoer $180,000. After accounting for the bonus awards, the preliminary earnings of the Company were a record $1.72 per diluted share, an increase of 47% over fiscal 2003 EPS. By unanimous written consent adopted on February 16, 2005, and effective April 1, 2005, the Company's Board of Directors increased the size of the board from four directors to five directors and appointed William E. Herron as a new director of the Company to fill the vacancy created by such increase. On April 1, 2005, the Board granted to Mr. Herron an immediately vested option to purchase up to 10,000 shares of the Company's common stock at an exercise price of $29.71 per share, the closing price of our stock on the date of the grant, pursuant to the Company's 2002 Long-Term Incentive Plan. Attached hereto as Exhibit 10.5 is a copy of the form of stock option agreement for the issuance of options under the 2002 Long-Term Incentive Plan. 2 Item 9.01 Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description - ---------- ----------- 10.1 Second Amendment to Amended and Restated Employment Agreement dated May 15, 2002 between David E. Ullman and the Company, dated as of April 4, 2005 10.2 Sixth Amendment to Employment Agreement dated November 30, 1999 between Robert Hensley and the Company, dated as of April 4, 2005 10.3 Fifth Amendment to Employment Agreement dated December 21, 1999 between R. Neal Black and the Company, dated as of April 4, 2005 10.4 Written description of 2005 base salary for Jerry DeBoer 10.5 Form of stock option agreement for Company's 2002 Long-Term Incentive Plan 3 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. JOS.A.BANK CLOTHIERS, INC. Registrant) Date: April 7, 2005 By: /s/ Charles D. Frazer -------------------------- Senior Vice President- General Counsel 4 EXHIBIT INDEX ------------- Exhibit No. Description - ---------- ----------- 10.1 Second Amendment to Amended and Restated Employment Agreement dated May 15, 2002 between David E. Ullman and the Company, dated as of April 4, 2005 10.2 Sixth Amendment to Employment Agreement dated November 30, 1999 between Robert Hensley and the Company, dated as of April 4, 2005 10.3 Fifth Amendment to Employment Agreement dated December 21, 1999 between R. Neal Black and the Company, dated as of April 4, 2005 10.4 Written description of 2005 base salary for Jerry DeBoer 10.5 Form of stock option agreement for Company's 2002 Long-Term Incentive Plan EX-10.1 2 a4859696ex101.txt EXHIBIT 10.1 Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS SECOND AMENDMENT (this "Amendment") is made as of this 4th day of April, 2005 to that certain AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of May 15, 2002, as amended (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, 2007. 2. Effective February 27, 2005, Employee's Base Salary shall be $295,000.00. 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 6 EX-10.2 3 a4859696ex102.txt EXHIBIT 10.2 Exhibit 10.2 SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT THIS SIXTH AMENDMENT (this "Amendment") is made as of this 4th day of April, 2005 to that certain EMPLOYMENT AGREEMENT, dated as of November 30, 1999 (as heretofore amended, the "Employment Agreement"), by and between ROBERT HENSLEY ("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, 2007. 2. Effective February 27, 2005, Employee's Base Salary shall be $345,000.00. 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/ Robert Hensley ---------------------- ------------------ Robert N. Wildrick, ROBERT HENSLEY Chief Executive Officer 7 EX-10.3 4 a4859696ex103.txt EXHIBIT 10.3 Exhibit 10.3 FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIFTH AMENDMENT (this "Amendment") is made as of this 4th day of April, 2005 to that certain EMPLOYMENT AGREEMENT, dated as of December 21, 1999 (as heretofore amended, the "Employment Agreement"), by and between R. NEAL BLACK ("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, 2007. 2. Effective February 27, 2005, 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/ R. Neal Black ---------------------- ----------------- Robert N. Wildrick, R. NEAL BLACK Chief Executive Officer 8 EX-10.4 5 a4859696ex104.txt EXHIBIT 10.4 Exhibit 10.4 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 Form10-K for the year ended February 3, 2001. Effective February 27, 2005, Mr. DeBoer's annual base salary shall be $230,000.00. 9 EX-10.5 6 a4859696ex105.txt EXHIBIT 10.5 Exhibit 10.5 OPTION AGREEMENT THIS OPTION AGREEMENT, dated as of the __ day of ____, 200__ (the "Effective Date"), by and between _______________ ("Optionee") and JOS. A. BANK CLOTHIERS, INC. (the "Company"), a Delaware corporation WITNESSETH THAT: WHEREAS, the then-stockholders of the Company did adopt the "2002 Long-Term Incentive Plan", effective June 25, 2002 (the "Plan"); and WHEREAS, the purpose of the Plan is to attract and retain and provide incentives to, among others, directors and employees of the Company and to thereby increase overall shareholder value; and WHEREAS, Optionee is a [director/employee] of the Company and has been awarded the hereinafter described Option under the Plan. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Optionee hereby agree as follows: 1. Grant of Option. Pursuant to the Plan, and subject to the terms and conditions set forth herein and therein, the Company hereby grants to Optionee the right and option (the "Option") to purchase an aggregate of _____ shares (the "Option Shares") of the Company's Common Stock, $.01 par value per share (the "Common Stock"), which option does [not] qualify as an incentive stock option, as defined in Section 422 of the Internal Revenue Code of 1986. 2. Purchase Price. The purchase price (the "Purchase Price") of each Option Share shall be the fair market value of a share of Common Stock on the Effective Date, i.e. $______ per share, subject to adjustment pursuant to the Plan. 3. Time of Exercise. [The Option shall be immediately vested and exercisable.] [The Option shall vest as follows: ______.] The Option shall not be exercisable after_____________________________________________________. 4. Method of Exercise; Payment of Exercise Price. The Option may be exercised in whole, or from time to time in part, by delivery to the Company at its principal office (Attention: General Counsel) of written notice of the number of shares of Common Stock with respect to which the Option is being exercised accompanied by payment in full of the Purchase Price of such shares. Payment of the Purchase Price for such shares of Common Stock may be made (i) in U.S. dollars by delivery of cash or personal check, bank draft or money order payable to the order of the Company or by money transfers or direct account debits; (ii) by delivery of certificates representing shares of Common Stock having a Fair Market Value (as defined in the Plan) equal to the such Purchase Price; (iii) pursuant to a broker-assisted "cashless exercise" program if established by the Company; or (iv) by any combination of the methods of payment described in (i) through (iii) above. Notwithstanding anything contained herein to the contrary, in the event of an exercise using any form of negotiable instrument, the Company shall not be liable to issue any Common Stock hereunder unless and until the Company has received good and current funds for the full Purchase Price thereof. 10 5. Rights Prior to Exercise of Options. The Option is nontransferable by Optionee, except by operation of law in the event of Optionee's death or incompetency, and the Option may be exercised during the lifetime of Optionee only by Optionee. Optionee shall have no rights as a shareholder with respect to the Option Shares, except to the extent that the Option has been duly exercised and payment in full for Common Stock issuable upon exercise has been made or duly provided for. 6. Incorporation of Plan; Binding Effect of Agreement. This Option has been issued pursuant to the provisions of the Plan, and the terms of the Plan are incorporated herein by reference as though set forth herein in full. In the event of any conflict between the stated provisions of this Agreement and the Plan, the stated provisions of the Plan shall govern. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns. IN WITNESS WHEREOF, the parties have executed this Option Agreement as of the day and year first above written. JOS. A. BANK CLOTHIERS, INC. By:_______________________________ _______________________________ 11 -----END PRIVACY-ENHANCED MESSAGE-----