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): September 9, 2008

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

Succession Plan and Election of New Directors

On September 12, 2008, Jos. A. Bank Clothiers, Inc. (the “Company”) issued a press release (the “Press Release”) announcing the implementation of its leadership succession plan under which three top officials will remain with the Company and assume new roles. Effective December 21, 2008, Robert N. Wildrick will become Chairman of the Board; R. Neal Black will become Chief Executive Officer and a Director of the Company and Andrew A. Giordano will become Chairman Emeritus. Mr. Black will remain President of the Company and Mr. Giordano will remain Lead Independent Director. The Press Release also announced the election of James H. Ferstl and Henry Homes, III as new directors of the Company, effective September 9, 2008. The size of the board was increased to seven members in connection with the elections of Messrs. Ferstl and Homes and is scheduled to increase to eight members as of December 21, 2008 in connection with the election of Mr. Black.

Mr. Black was elected for a term commencing on the date he becomes the Company’s Chief Executive Officer (December 21, 2009) and expiring at the earlier to occur of the Company’s 2011 Annual Meeting of Stockholders or the termination of his employment with the Company. Mr. Ferstl was elected for a term expiring at the Company’s 2011 Annual Meeting of Stockholders. Mr. Homes was elected for a term expiring at the Company’s 2009 Annual Meeting of Stockholders. Messrs. Ferstl and Homes will receive compensation for their service on the Board of Directors and any Board Committees consistent with the Company’s compensation policies for its other non-employee directors. Mr. Black will not be entitled to separate compensation for his service as a director.

The Board of Directors determined that each of Messrs. Ferstl and Homes qualifies as independent under the Nasdaq Marketplace Rules. Mr. Ferstl was appointed to serve on the Nominating and Governance Committee and Mr. Homes was appointed to serve on the Compensation Committee.

Mr. Black, age 53, has been the Company’s President since April 2007. He joined the Company in January 2000 and served as Executive Vice President — Merchandising and Marketing from January 2000 to April 2007. Mr. Black has been the Company’s Chief Merchandising Officer during his entire tenure with the Company.

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Amendment to Mr. Wildrick’s Employment Agreement

On September 9, 2008, the Company and Mr. Wildrick entered into a Fourth Amendment to Employment Agreement (the “Employment Agreement Amendment”), which amends Mr. Wildrick’s existing employment agreement with the Company (the “Wildrick Employment Agreement”). Under the Employment Agreement Amendment, (i) the last day of Mr. Wildrick’s employment period with the Company (the “Employment Period”) will be December 20, 2008; (ii) Mr. Wildrick is waiving his right to receive any fourth quarterly bonus payment to which he may otherwise have been entitled, base salary for the period from December 21, 2008 through January 31, 2009 and per diem compensation for unused vacation, each of which would otherwise have been payable under the Wildrick Employment Agreement had Mr. Wildrick not agreed to the early expiration of the Employment Period and (iii) on or before the last day of the Employment Period, the Company will pay to Mr. Wildrick, in lieu of and not exceeding the other payments which otherwise would have been due to Mr. Wildrick under the Employment Agreement, the sum of $1,009,000, less applicable withholdings. Following the Employment Period, Mr. Wildrick will no longer be an officer or employee of the Company.

Consulting Agreement with Mr. Wildrick

On September 9, 2008, the Company and Mr. Wildrick entered into a Consulting Agreement (the “Consulting Agreement”). Under the Consulting Agreement, the Company will retain Mr. Wildrick to consult on matters of strategic planning and initiatives for a term of three years commencing February 1, 2009. The annual fee payable to Mr. Wildrick for these consulting services will be $825,000. The Consulting Agreement provides for the acceleration of payments due thereunder to Mr. Wildrick in connection with certain termination events. The Consulting Agreement also includes an agreement by Mr. Wildrick not to compete with the Company or to solicit its customers or employees during its term.

For his role as Chairman of the Board of Directors, Mr. Wildrick will receive an annual retainer of $150,000 and will otherwise receive compensation for his service on the Board of Directors and any Board Committees consistent with the Company’s compensation policies for its other non-employee directors.

Employment Agreement with Mr. Black

On September 9, 2008, the Company entered into an Employment Agreement with Mr. Black (the “Black Employment Agreement”) pursuant to which Mr. Black will be employed as the Company’s Chief Executive Officer, effective December 21, 2008. Subject to earlier termination as provided in the Black Employment Agreement, Mr. Black’s employment as Chief Executive Officer will continue through January 29, 2011. Effective December 21, 2008, Mr. Black’s current employment agreement with the Company will be terminated and superseded by the Black Employment Agreement. Under the Black Employment Agreement, Mr. Black’s base salary will initially be $750,000. Beginning in Fiscal 2010 (which ends January 29, 2011), Mr. Black’s base salary will be increased at least once each fiscal year in an amount not less than the percentage increase in the consumer price index over the most recently reported 12-month period. Provided that such bonus is approved by the shareholders of the Company, for Fiscal 2009 (which ends January 30, 2010) and for each fiscal year thereafter, Mr. Black will be entitled to a bonus opportunity of up to 200% of his base salary based upon the achievement of annual performance goals. Mr. Black will also be entitled to a monthly car allowance of $1,600 and other benefits otherwise provided to the Company’s senior management.

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Under the Black Employment Agreement, in the event that Mr. Black’s employment is terminated by the Company without “cause” or by Mr. Black for “good reason” or within 90 days following a “change of control” (each as defined in the Black Employment Agreement), Mr. Black will be entitled to be paid $1,500,000 plus, if applicable, any bonus payable for the last full bonus year. If Mr. Black’s employment is not renewed or continued for at least one additional year following the end of the term, Mr. Black will be entitled to payment of $750,000 plus, if applicable, any bonus due for the last full bonus year. The Black Employment Agreement also provides for the acceleration of certain payments following certain other termination events. In any of the foregoing events, the Company would have no further obligation to continue any other benefits past the date of termination. Mr. Black will be subject to certain non-compete restrictions following the term of his employment with the Company.

The foregoing summary of the Employment Agreement Amendment, Consulting Agreement and Black Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements which are included as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K, which are incorporated herein by reference.

ITEM 7.01 REGULATION FD DISCLOSURE

A copy of the Company’s Press Release is furnished with this Current Report on Form 8-K and attached hereto as Exhibit 99.1.

Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Number	Description
10.1	Fourth Amendment to Employment Agreement, dated September 9, 2008, by and between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.
10.2	Consulting Agreement, dated as of September 9, 2008, between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.
10.3	Employment Agreement, dated as of September 9, 2008, between R. Neal Black and Jos. A. Bank Clothiers, Inc.
99.1	Press Release dated September 12, 2008

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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
	Name:	Charles D. Frazer
	Title:	Senior Vice President-General Counsel

Dated: September 12, 2008

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Fourth Amendment to Employment Agreement, dated September 9, 2008, by and between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.
10.2	Consulting Agreement, dated as of September 9, 2008, between Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.
10.3	Employment Agreement, dated as of September 9, 2008, between R. Neal Black and Jos. A. Bank Clothiers, Inc.
99.1	Press Release dated September 12, 2008

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EX-10.1

Exhibit 10.1

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated this 9^th day of September, 2008, by and between ROBERT N. WILDRICK (“Executive”) and JOS. A. BANK CLOTHIERS, INC. (“Employer” or “Company”),

WITNESSETH THAT:

WHEREAS, Executive and Employer are the sole parties to that certain Employment Agreement dated as of November 1, l999, as amended by that certain First Amendment to Employment Agreement, dated March 6, 2000, that certain Second Amendment to Employment Agreement, dated May 25, 2001 and that certain Third Amendment to Employment Agreement, dated October 2, 2003 (as so amended, the “Employment Agreement”); and

WHEREAS, Executive and Employer have agreed to amend the Employment Agreement as hereinafter set forth; and

WHEREAS, following the expiration of the Employment Agreement pursuant to this Amendment, Executive has no intent of resuming his duties as an officer or employee of the Company at any time in the foreseeable future

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Executive and Employer hereby agree as follows:

1. The last day of the Employment Period shall be December 20, 2008. Following the Employment Period, Executive shall no longer be an officer or employee of Employer. On or before the last day of the Employment Period, the Company shall pay to Executive, in lieu of and not exceeding various other payments which otherwise would have been due to Executive under the Employment Agreement, the sum of $1,009,000, less applicable withholdings.

2. Executive participates in a Bonus Plan in accordance with the Employment Agreement. Under the Bonus Plan, Executive is entitled to receive a bonus of up to 250% of his base salary upon achievement by the Company of certain specified earnings per share, payable quarterly. As of the date hereof, Executive has received the first two quarterly payments of his Bonus for fiscal year 2008. As of the last day of the Employment Period, it is anticipated that Executive will have received the third such quarterly payment. Absent the expiration of the Employment Agreement pursuant to this Amendment, Employer and Executive anticipate that Executive would have received the fourth such quarterly payment by not later than May 1, 2009. As a result of the expiration of the Employment Agreement pursuant to this Amendment, Executive will not be eligible for payment of such fourth quarterly Bonus payment.

3. Absent the expiration of the Employment Agreement pursuant to this Amendment, Employer and Executive anticipate that Executive would have received weekly Base Salary at the annualized rate of $1,136,218 for the period from December 21, 2008 through January 31, 2009. As a result of the expiration of the Employment Agreement pursuant to this Amendment, Executive will not be eligible for payment of Base Salary for such period.

4. Pursuant to the terms of the Employment Agreement, upon termination of the Employment Period, in addition to any termination compensation which may otherwise be payable, Employer agreed to pay to Executive an amount equivalent to Executive’s per diem compensation at the then-current Base Salary rate multiplied by the number of unused vacation days, including any carry-over, accrued by Executive as of the expiration of the Employment Period. As a result of the expiration of the Employment Agreement pursuant to this Amendment, Executive will not be eligible for payment of such per diem compensation.

5. Upon reaching the age of eligibility, Employee shall, upon request by Employer, enroll in Medicare (or any successor governmental-sponsored program of insurance). Employer shall (a) administer Employee’s benefits under Medicare and (b) be responsible for all of Employee’s premiums, deductibles and co-pays which otherwise would not have been incurred by Employee had Employer’s insurance been primary rather than secondary in the coordination of benefits for Employee. Subject to such coordination of benefits, Employer shall provide to Executive during the remainder of his life the highest level of hospital, medical, dental, vision and medical expense reimbursement insurance as is provided by Employer, from time to time, to its most senior executives. Notwithstanding Employee’s enrollment in Medicare, Employee shall be entitled to receive the full level of services he otherwise would have received had Employer’s insurance been primary rather than secondary in the coordination of benefits for Employee.

6. The Employment Agreement shall expire effective as of the end of the Employment Period and shall thereupon be of no further force or effect. Except as otherwise set forth herein, Executive shall not be entitled to receive from Employer any payments or benefits under the Employment Agreement following the expiration of the Employment Period. Executive acknowledges foregoing all potential severance payments which otherwise may have been due under the Employment Agreement. For example, if the Company had elected to unilaterally terminate the Employment Agreement, the Company would have been liable to pay to Executive the sum of $1.5 million.

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 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.

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

JOS. A. BANK CLOTHIERS, INC.

By:	/s/ Sidney H. Ritman	/s/ ROBERT N. WILDRICK
	Sidney H. Ritman, Chairman, Compensation Committee	ROBERT N. WILDRICK

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EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT, dated as of the 9^th day of September, 2008, between JOS. A. BANK CLOTHIERS, INC. (“Client”) and ROBERT N. WILDRICK (“Consultant”),

WITNESSETH THAT:

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, Client and Consultant do hereby agree as follows:

ARTICLE I
RETENTION OF CONSULTANT

Section 1.1. Retention of Consultant. Client hereby retains Consultant, and Consultant hereby agrees, to provide consulting services in accordance with the terms and conditions of this Agreement (the “Consulting Services”). This Agreement is a contract for personal services and, except as set forth in the immediately following sentence, the Consulting Services may be provided only by Consultant. Notwithstanding the foregoing, the Consulting Services may be supplied through a business entity organized and controlled by Consultant, provided that Consultant shall personally act on behalf of such business entity in connection with all matters related to this Agreement. It is contemplated that the Consulting Services requested from Consultant may include oral and written opinions, consulting, recommendations and other communications rendered in response to specific questions posed by Client. Consultant’s analysis and response to these questions may be based upon a review of documentation provided by Client to Consultant relevant to Client’s actual or proposed transactions and business activity (“Client Documentation”). Consultant is entitled to assume, without independent verification, the accuracy of all Client Documentation and other representations, assumptions, information and data provided by Client and its representatives.

ARTICLE II
CONSULTING PERIOD

Section 2.1. Consulting Period. The term of this Agreement (the “Consulting Period”) shall commence February 1, 2009 and shall, subject to earlier termination as provided herein, continue through January 31, 2012.

ARTICLE III
DESCRIPTION OF CONSULTING SERVICES

Section 3.1. Description of Consulting Services. During the Consulting Period, the Consultant shall, when and as requested by the Board of Directors (acting by and through the Lead Independent Director or pursuant to duly adopted resolutions or Unanimous Written Consents) or the Chief Executive Officer of the Company and subject to his reasonable availability, provide services and advice to the Company as a consultant and shall participate in external activities and events for the benefit of the Company not to take up more than 40 hours per month of the Consultant’s business time and attention. The Consulting Services shall consist primarily of monitoring the implementation of the Company’s long-range strategic plan and suggesting, as needed, any proposed modifications thereto; identifying and evaluating major strategic initiatives such as mergers, acquisitions, divestitures, joint ventures or licensing agreements; and performing such other duties as may be assigned from time to time.

ARTICLE IV
FEES AND EXPENSES

Section 4.1. Fees and Expenses. For services rendered hereunder, Client shall pay to Consultant a fee equivalent to $825,000 per year, payable at the rate of $68,750 per month on the first day of each calendar month during the Consulting Period (the “Consulting Fee”). The Consulting Fee shall be prorated for any partial month during the Consulting Period. Client shall also reimburse Consultant for all reasonable out-of-pocket expenses incurred by Consultant in the performance of his duties hereunder. Consultant shall submit signed, itemized accounts of such expenses in accordance with Client’s procedures and policies as adopted and in effect from time to time.

ARTICLE V
DEFAULTS AND REMEDIES

Section 5.1. Client Default.

(a) Each of the following shall constitute a “Client Default” hereunder:

(i) Failure by Client to pay any amount owing hereunder within ten (10) days after notice from Consultant that the same is due and payable.

(ii) Failure by Client in the performance or observance of any term or condition of this Agreement [other than a failure described in Section 5.1(a)(i)], which failure is not cured within thirty (30) days after the giving of notice thereof by Consultant, unless such failure is of such nature that it cannot be cured within such thirty (30) day period, in which case no Client Default shall occur so long as Client shall commence the curing of the failure within such thirty (30) day period and shall thereafter diligently prosecute the curing of same.

(b) Upon the occurrence of any Client Default, Consultant shall have the right to exercise either or both of the following remedies:

(i) Terminate this Agreement, in which event Client shall pay to Consultant the Consulting Fee for the balance of the term which would have constituted the Consulting Period absent such termination. Such balance shall be payable in installments as and when it otherwise would have been payable hereunder; or

(ii) Exercise any other remedy permitted by law or in equity.

Client shall also pay to Consultant, promptly upon demand, all costs and expenses incurred by Consultant in pursuing any remedy for a Client Default, including, but not limited to, reasonable attorneys’ fees.

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Section 5.2. Consultant Default.

(a) Each of the following shall constitute a “Consultant Default” hereunder:

(i) Failure by Consultant to devote up to 40 hours per month of Consultant’s business time and attention to the performance of Consulting Services hereunder at the request of the Board of Directors or Chief Executive Officer of the Company.

(ii) Failure by Consultant in the performance or observance of any term or condition of this Agreement [other than a failure described in Section 5.2(a)(i)], which failure is not cured within thirty (30) days after the giving of notice thereof by Client, unless such failure is of such nature that it cannot be cured within such thirty (30) day period, in which case no Consultant Default shall occur so long as Consultant shall commence the curing of the failure within such thirty (30) day period and shall thereafter diligently prosecute the curing of same.

(b) Except as set forth in Section 6.3 (b), upon the occurrence of any Consultant Default, Client shall have the right to exercise either or both of the following remedies:

(i) Terminate this Agreement, in which event Client shall pay to Consultant any unpaid, prorated Consultant Fee due through the date of termination and thereafter neither party shall have any further liability hereunder; or

(ii) Exercise any other remedy permitted by law or in equity.

Consultant shall also pay to Client, promptly upon demand, all costs and expenses incurred by Client in pursuing any remedy for a Consultant Default, including, but not limited to, reasonable attorneys’ fees.

ARTICLE VI
OTHER TERMINATIONS

Section 6.1. Termination without Cause.

(a) Client or Consultant may, by delivery of not less than 30 days’ notice to the other at any time during the Consulting Period, terminate this Agreement without cause.

(b) In the event Client shall terminate this Agreement without cause, Client shall pay to Consultant the Consulting Fee for the balance of the term which would have constituted the Consulting Period absent such termination. Such balance shall be payable in installments as and when it otherwise would have been payable hereunder.

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(c) In the event Consultant shall terminate this Agreement without cause, Client shall pay to Consultant any unpaid, prorated Consultant Fee due through the date of termination and thereafter neither party shall have any liability for future performance hereunder.

Section 6.2 Termination by Client for Cause.

(a) Client may, at any time during the Consulting Period by notice to Consultant in accordance with and only after full compliance with the procedure set forth herein terminate this Agreement “for cause” effective immediately. For the purposes hereof, “for cause” means:

(i) the conviction of Consultant in a court of competent jurisdiction of a crime constituting a felony in such jurisdiction involving money or other property of Client or any of its affiliates or any other felony or offense involving moral turpitude; or

(ii) the willful commission of an act of fraud or misrepresentation (including the omission of material facts), provided that such acts relate to the business of the Company and would materially and negatively impact upon the Company.

(b) In the event Client shall terminate this Agreement for cause pursuant to Section 6.2 (a), Client shall pay to Consultant any unpaid, prorated Consultant Fee payable through the date of termination and thereafter neither party shall have any further liability hereunder.

Section 6.3 Termination in the event of a Change of Control.

(a) In the event of a “change of control” (as hereinafter defined), Consultant may terminate this Agreement effective immediately provided that not more than 90 days shall have elapsed subsequent to Consultant’s becoming aware of the occurrence of the change of control.

For purposes of this Agreement, a “change of control” shall be deemed to have occurred if, as a result of a single transaction or a series of transactions, (A) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities under any employee benefit plan of Client or a corporation owned, directly or indirectly, by the stockholders of Client (including any nominee corporation that holds shares of Client on behalf of the beneficial owners of such corporation), in substantially the same proportions as their ownership of stock, of Client, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Client representing 51% or more of the combined voting power of Client’s then outstanding securities; or (B) any “person” (as such term is used in Sections13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under any employee benefit plan of Client or a corporation owned, directly or indirectly, by the stockholders of Client (including any nominee corporation that holds shares of Client on behalf of the beneficial owners of such corporation), in substantially the same proportions as their ownership of stock of Client, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Client representing 30% or more of the combined voting power of Client’s then outstanding securities and there are at least a

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majority of directors serving on the Board of Directors who were not serving in such capacity as of the date hereof or who were not elected with the consent of the Consultant; or (C) the shareholders of Client approve a merger or consolidation of Client with any other corporation, other than a merger or consolidation which would result in the voting securities of Client outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 70% of the combined voting power of the voting securities of Client or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of Client approve a plan of complete liquidation of Client or an agreement for the sale or disposition by Client of all or substantially all of Client’s assets other than a liquidation or sale which would result in the holders of the voting securities of Client immediately prior thereto continuing to hold at least 70% of the combined voting power of the successor entity immediately following such liquidation or sale.

(b) In the event (i) Consultant terminates this Agreement as a result of a change in control, or (ii) within ninety days following a change in control Client terminates this Agreement as a result of a Consultant Default pursuant to Section 5.2, then Client shall immediately pay to Consultant the balance of the Consulting Fee for the remainder of the term which would have constituted the Consulting Period absent such termination.

Section 6.4. Death or Disability. This Agreement shall terminate on the date of Consultant’s death or in the event Consultant suffers a disability which prevents Consultant from performing his duties hereunder. In either of such events, Client shall pay to Consultant (or his estate) any unpaid, prorated Consultant Fee due through the date of termination and thereafter neither party shall have any further liability hereunder.

ARTICLE VII
NON-COMPETE

Section 7.1. Non-compete. During the Consulting Period (or the term which would have constituted the Consulting Period absent a termination of this Agreement and during which Consultant is receiving payments based upon the Consultant Fee), Consultant shall not, directly or indirectly (a) engage in any activities that are in competition with Client in any geographic area within 50 miles of the location of any Client store (owned or franchised) as of the date of termination of this Agreement; (b) engage in any catalog or Internet business that focuses on the sale of men’s clothing; (c) solicit any customer of Client; or (d) solicit any person who is then employed by Client or was employed by Client within one year of such solicitation to (i) terminate his or her employment with Client, (ii) engage in any activity for compensation (whether as an employee, consultant, independent contractor, partner, principal or otherwise) with anyone other than Client, or (iii) in any manner interfere with the business of Client. Consultant acknowledges and agrees that in the event of any violation by Consultant by his obligations under this section, Client shall be entitled to injunctive relief without any necessity to post bond (unless otherwise required by the court). Consultant acknowledges and agrees that Client’s catalog and Internet business is competitive with retail store businesses offering similar product lines.

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ARTICLE VIII
MISCELLANEOUS

Section 8.1. Notices. All notices required or permitted to be given hereunder shall be in writing and shall be (a) sent by certified mail-return receipt requested, postage prepaid, (b) personally delivered (via overnight delivery or otherwise), or (c) transmitted by facsimile. Notices shall be deemed delivered as follows: (a) three days after deposit with the United States Postal Service by certified mail; (b) one business day after deposit with a nationally-recognized overnight delivery service; (c) on the date of delivery when sent by local, commercial delivery service; or (d) on the date of transmission if sent by facsimile during the hours of 9:00 a.m. to 5:00 p.m., Eastern time, on a business day, or on the next following business day if sent by facsimile other than during such time. Notwithstanding anything to the contrary contained herein, notices shall be deemed to have been given when received or refused by the party to which it was sent or delivered and any writing actually received by the party to whom it is addressed (regardless of the means of delivery) shall be sufficient notice hereunder. Notices shall be addressed as follows, provided that either party may, at any time, in the manner set forth for giving notices to the other, establish a different address to which notices to it or him shall be sent:

If to Client:	If to Consultant:
Jos. A. Bank Clothiers, Inc.	Mr. Robert N. Wildrick
500 Hanover Pike	220 Nightingale Trail
Hampstead, Maryland 21704	Palm Beach, Florida 33480
Attn: General Counsel	Fax: (561) 863-3246
Fax: (410) 239-5716

Section 8.2. Independent Contractor. Consultant shall provide the Consulting Services strictly as an independent contractor and nothing contained herein shall be deemed or construed as evidencing hereunder a partnership, joint venture, agency, employer/employee, or other relationship between Client and Consultant.

Section 8.3. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland, without regard to the application of any conflicts of laws jurisprudence. Consultant hereby consents to the jurisdiction of the state courts of the State of Maryland and the United States District Court for District of Maryland over all claims arising under this Agreement.

Section 8.4. Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Baltimore, Maryland in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction.

Section 8.5. Headings. All descriptive headings in this Agreement are inserted for convenience only and shall be disregarded in construing or applying any provision of this Agreement.

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Section 8.6. Counterparts. This Agreement may be executed by facsimile and/or in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

Section 8.7. Severability. If any provisions of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, then (a) the other provisions of this Agreement, (b) the provision in question to the extent such provision is not invalid or unenforceable, and (c) the application thereof to any other person or circumstances, shall not be affected thereby and shall be enforced to the fullest extent permitted by law.

Section 8.8 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. This Agreement shall become effective only upon its execution and delivery by each party hereto.

Section 8.9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors, heirs and assigns. Except as otherwise provided in Section 1.1, this Agreement may not be assigned by Consultant.

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

CLIENT:
JOS. A. BANK CLOTHIERS, INC.		CONSULTANT:
By:	/s/ Sidney H. Ritman	/s/ ROBERT N. WILDRICK
	Sidney H. Ritman, Chairman	ROBERT N. WILDRICK
	Compensation Committee

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EX-10.3

Exhibit 10.3

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT, dated as of the 9^th day of September, 2008, between JOS. A. BANK CLOTHIERS, INC. (“Employer”) and R. NEAL BLACK (“Executive”).

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, Employer and Executive do hereby agree as follows:

1. Employment of Executive

Employer hereby agrees to employ Executive, and Executive hereby agrees to be in the employ of Employer, upon the terms and conditions hereinafter set forth. This Agreement is a contract for personal services of Executive and services pursuant hereto may only be performed by Executive.

2. Employment Period

The term of Executive’s employment under this Agreement (the “Employment Period”) shall commence December 21, 2008 and shall, subject to earlier termination as provided in Section 5, continue through January 29, 2011.

3. Duties and Responsibilities

3.1 General. During the Employment Period, Executive (i) shall have the title of Chief Executive Officer and (ii) shall devote substantially all of his business time and expend his best efforts, energies and skills to the business of the Company. The preceding sentence shall not be construed to prohibit Executive from continuing to devote more than an insignificant amount of time, in accordance with his past practice, to management of his investments, serving on boards of directors, performing consulting services on his own time (except for retail department stores where the consulting services are focused on the men’s clothing business or for specialty men’s stores) and participation in civic and philanthropic activities.

Executive shall perform such duties, consistent with his status as Chief Executive Officer of Employer, as he may be assigned from time to time by Employer’s Board of Directors (the “Board”). Executive shall have such authority, discretion, power and responsibility, and shall be entitled to an office, secretarial and administrative assistance (at least one secretary and/or administrative assistant of his selection) and other facilities and conditions of employment, as are customary or appropriate to his position. Without limitation of the generality of the foregoing, but subject to any applicable legal requirements, Executive, within the general guidelines adopted from time to time by the Board, shall have the power, without further approval of the Board, to hire, fire and establish the terms of employment (including all compensation and bonus arrangements) of all employees of, and consultants and other advisers to, the Company (other than the Chairman of the Board of Directors). Executive shall also serve without additional compensation as a director of the Company and, if he should so desire, any of its subsidiaries. Executive agrees to resign any and all such directorships concurrently with the expiration or other termination of his employment hereunder. For all purposes of this Agreement, the term “Company” means Employer and all corporation, associations, companies, partnerships, firms and other enterprises controlled by or under common control with Employer.

3.2 Location of Executive Offices. The Company will maintain its principal executive offices at a location in the Baltimore, Maryland metropolitan area.

4. Compensation and Related Matters

4.1 Base Salary. Employer shall pay to Executive during the Employment Period an annual base salary (the “Base Salary”) in accordance with this Section 4.1. Subject to increases as set forth in the immediately following sentence, the Base Salary shall be $750,000. Beginning in Fiscal 2010, the Compensation Committee of the Board (the “Compensation Committee”) shall increase the Base Salary at least once each fiscal year on the date on which general salary increases within the Company for such year take effect (the “Annual Increase Date”). The annual increase shall be in an amount not less than the percentage increase in the consumer price index over the most recently reported 12-month period. In the event the Compensation Committee fails to so increase the Base Salary in any fiscal year by the Annual Increase Date, the Base Salary shall automatically be increased on such date by an amount equal to the percentage increase in the consumer price index over the most recently reported 12-month period. The Base Salary shall be payable in installments in accordance with the Company’s policy on payment of executives in effect from time to time.

4.2 Annual Bonus. Provided the hereinafter described Bonus is approved by the shareholders of Employer, for the fiscal year ending January 30, 2010 and for each fiscal year thereafter that begins during the Employment Period (each such fiscal year, a “Bonus Year”), Executive shall be entitled to receive a bonus of up to 200% of Base Salary (each, a “Bonus”) based upon attainment of annual quantitative and qualitative performance goals. The performance goals shall be established as soon as possible following the beginning of each Bonus Year by the Compensation Committee in consultation with Executive. The relationship between the size of each Bonus and degree of attainment of performance objectives shall be discretionary with the Compensation Committee. 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. Notwithstanding anything to the contrary contained herein or in the Employer’s Bonus Plan, in the event (y) the Employment Period shall end for any reason whatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year contained within the Employment Period, and (z) Executive would have been entitled to receive a Bonus for such last full Bonus Year had the Employment Period not ended — then, Employer shall pay to Executive the Bonus for such last full Bonus Year as and when such Bonus would have been paid had the Employment Period not ended.

4.3 Car Allowance. Employer shall pay to Executive throughout the Employment Period a car allowance equal to $1,600 per month, which shall be in lieu of any expense reimbursement related to a car purchased or leased, repairs, insurance, or gas, oil or mileage charges.

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4.4 Other Benefits. Throughout the Employment Period, subject to, and to the extent Executive is eligible under their respective terms, Executive shall be entitled to receive such fringe benefits as are, or are from time to time hereafter, generally provided by Employer to Employer’s senior management employees (other than those provided under or pursuant to separately negotiated individual employment agreements or arrangements) under any pension or retirement plan, disability plan or insurance, group life insurance, medical and dental insurance, travel accident insurance, stock option, phantom stock or other similar plan or program of employer. Executive’s Base Salary shall (where applicable) constitute the compensation on the basis of which the amount of Executive’s benefits under any such plan or program shall be fixed and determined. If, during the Employment Period, any plan or program in which Executive participates shall be amended so as to result in overall reduction of Executive’s benefits, or shall be terminated without being replaced by a new plan or program providing for benefits equivalent overall to those provided for Executive prior thereto, the Company shall make arrangements, in addition to any such amended or terminated plan or program, for Executive to participate in a plan or program so as to provide benefits to Executive at least equivalent overall to those provided to Executive prior to such amendment or termination, such benefits to be provided through a plan or program of insurance if commercially available.

4.5 Expense Reimbursement. Employer shall reimburse Executive for all business expenses, including car rental expense while traveling on Employer business, reasonably incurred by him in the performance of his duties under this Agreement and consistent with past practice upon his presentation, not less frequently than monthly, of signed, itemized accounts of such expenditures, all in accordance with Employer’s procedures and policies as adopted and in effect from time to time and applicable to its senior management employees.

4.6 Vacations. Executive shall be entitled to 20 business days of vacation during each calendar year, which shall accrue in accordance with the Company’s vacation policy in effect from time to time for its senior executive officers, with reasonable carry-over allowances, which vacations shall be taken at such time or times as shall not unreasonably interfere with Executive’s performance of his duties under this Agreement. Upon termination of Executive’s employment pursuant to Section 5 herein, for any reason whatsoever, Employer shall pay Executive, in addition to any termination compensation provided for under Section 6 herein, an amount equivalent to Executive’s per diem compensation at the then-current Base Salary rate multiplied by the number of unused vacation days, including any carry-over, accrued by Executive as of the date of termination.

5. Termination of Employment Period

5.1 Termination without Cause. Employer or Executive may, by delivery of not less than 60 days’ notice to the other at any time during the Employment Period, terminate the Employment Period without cause.

5.2 By Employer for Cause. Employer may, at any time during the Employment Period by notice to Executive in accordance with and only after full compliance with the procedure set forth herein terminate the Employment Period “for cause” effective immediately. For the purposes hereof, “for cause” means:

(i) the conviction of Executive in a court of competent jurisdiction of a crime constituting a felony in such jurisdiction involving money or other property of Employer or any of its affiliates or any other felony or offense involving moral turpitude; or

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(ii) the willful (a) commission of an act not approved of or ratified by the Board involving a material conflict of interest or self-dealing relating to any material aspect of the Company’s business or affairs; or (b) commission of an act of fraud or misrepresentation (including the omission of material facts), provided that such acts relate to the business of the Company and would materially and negatively impact upon the Company; or (c) material failure of Executive to obey directions of the Board that are consistent with Executive’s status as Chief Executive Officer; however, for the purposes of this subsection 5.2 (ii), the refusal of Executive to comply with an order or directive of anyone other than the majority of the Board, or the refusal of Executive to perform an act which is contrary to his duties, responsibilities and/or authority as Chief Executive Officer or is unlawful shall not constitute “for cause”. In the event of an act or omission as provided for in this subsection 5.2 (ii), Employer shall provide Executive with a written notice of intent to terminate the Employment Period “for cause”, setting forth, with reasonable particularity, the reasons and acts or omissions constituting “cause” under this subsection, and shall provide Executive with at least thirty (30) calendar days after such notice to cure or eliminate the problem or violation giving rise to such cause or any longer period as reasonably needed by Executive, provided that it is susceptible of cure or elimination and Executive is proceeding diligently and in good faith to cure such violation. In the event and only after the Executive fails to cure the problem or violation within the period provided for herein, Employer may exercise its rights to terminate the Employment Period in accordance with the procedure set forth below.

Termination “for cause” shall be effected only if (A) Employer has delivered to Executive of a written notice of termination “for cause”, setting forth, with reasonable particularity, the reasons for such “for cause” termination, (B) Employer has provided Executive with, on at least ten (10) business days’ prior written notice, in the case of a termination pursuant to subsection 5.2(ii), the opportunity, together with Executive’s counsel, to be heard before Employer’s Board, said hearing to occur at such reasonable time and place that is mutually convenient to Executive, his counsel, and Employer, and (C) the Board (after such notice and opportunity to be heard has been provided to Executive in the case of a termination pursuant to subsection 5.2(ii)) adopts a resolution concurred in by not less than majority of all of the directors of Employer then in office, including at least two-thirds of all of the directors who are not officers of Employer, that Executive was guilty of conduct constituting “for cause” hereunder, which conduct has not been cured (if applicable), and specifying the particulars thereof in detail.

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5.3 By Executive for Good Reason. Executive may, at any time during the Employment Period by notice to Employer, terminate the Employment Period under this Agreement for “good reason” effective immediately. 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 30 days of delivery of notice thereof to Employer by Executive; it being agreed, however, that the foregoing 30 day cure period shall not be 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 4 hereof. 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 4 hereof; (y) any reduction in the duties, responsibilities or perquisites of Executive as provided in Section 3.1 hereof and (z) any transfer of the Company’s principal executive offices outside the geographic area described in Section 3.2 hereof or requirement that Executive principally perform his duties in other than such office.

5.4 By Executive for a Change of Control. Executive may by notice to Employer, terminate the Employment Period under this Agreement for a “change of control” effective immediately provided that not more than 90 days shall have elapsed subsequent to Executive’s becoming aware of the occurrence of the change of control.

For purposes of this Agreement, a “change of control” of the Company shall be deemed to have occurred if, as a result of a single transaction or a series of transactions, (A) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities under any employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company (including any nominee corporation that holds shares of the Company on behalf of the beneficial owners of such corporation), in substantially the same proportions as their ownership of stock, of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 51% or more of the combined voting power of the Company’s then outstanding securities; or (B) any “person” (as such term is used in Sections13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under any employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company (including any nominee corporation that holds shares of the Company on behalf of the beneficial owners of such corporation), in substantially the same proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities and there are at least a majority of directors serving on the Board of Directors who were not serving in such capacity as of the date hereof or who were not elected with the consent of the Executive; or (C) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 70% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets other than a liquidation or sale which would result in the holders of the voting securities of the Company immediately prior thereto continuing to hold at least 70% of the combined voting power of the successor entity immediately following such liquidation or sale.

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5.5 Disability. During the Employment Period, if, as a result of physical or mental incapacity or infirmity (including alcoholism or drug addiction), Executive shall be unable to perform his material duties under this Agreement for (i) a continuous period of at least 180 days, or (ii) periods aggregating at least 270 days during any period of 12 consecutive months (each a “Disability Period”), and at the end of the Disability Period there is no reasonable probability that Executive can promptly resume his material duties hereunder pursuant hereto, Executive shall be deemed disabled (the “Disability”) and Employer, by notice to Executive, shall have the right to terminate the Employment Period for Disability at, as of or after the end of the Disability Period. The existence of the Disability shall be determined by a reputable, licensed physician mutually selected by Employer and Executive, whose determination shall be final and binding on the parties; provided, that if Employer and Executive cannot agree upon such physician, such physician shall be designated by the then acting President of the Baltimore City Medical Society, and if for any reason such President shall fail or refuse to designate such physician, such physician shall, at the request of either party, be designated by the American Arbitration Association. Executive shall cooperate in all reasonable respects to enable an examination to be made by such physician.

5.6 Death. The Employment Period shall end on the date of Executive’s death.

6. Termination Compensation; Non-Compete

6.1 Termination Without Cause, for Good Reason or Change of Control. If the Employment Period is terminated by Employer pursuant to the provisions of Section 5.1 or by Executive pursuant to the provisions of Sections 5.3 or 5.4 hereof, Employer will pay to Executive on the last day of the Employment Period the sum of (a) $1,500,000, plus (b) if applicable, the Bonus for the last full Bonus Year pursuant to Section 4.2. Employer shall have no obligation to continue any other benefits provided for in Section 4 past the date of termination.

6.2 Certain Other Terminations. If the Employment Period is terminated (a) by Employer pursuant to the provisions of Section 5.2 at any time prior to, or more than 90 days after, a change of control of the Company, (b) by Executive pursuant to Section 5.1, (c) as a result of a Disability pursuant to the provisions of Section 5.5, or (d) as a result of the death of Executive pursuant to the provisions of Section 5.6., Employer shall pay to Executive, within 60 days of the date of termination, (x) his then annual Base Salary through the date of termination, (y) in the case of termination for Disability or by death pursuant to the provisions of Section 5.5 or 5.6, when due pursuant to the provisions of Section 4.2 the maximum Bonus for the Bonus Year in which the date of termination occurred multiplied by a fraction, the numerator of which shall be the number of days of the Employment Period within the Bonus Year and the denominator of which shall be 365 and (z) if applicable, the Bonus for the last full Bonus Year pursuant to Section 4.2. Employer shall have no obligation to continue any other benefits provided for in Section 4 past the date of termination.

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6.3 Expiration with Severance. If (a) Employer fails to offer to Executive at least a one year renewal or extension of the Employment Period on its then current terms by no later than August 1 of the last year of the Employment Period and (b) the Employment Period shall thereafter expire on its then stated expiration date, Employer will pay to Executive, on or before the date of termination, an amount equal to the sum of (y) $750,000 and (z) if applicable, the earned Bonus for the Bonus Year ending on the stated expiration date of the Employment Period. Employer shall have no obligation to continue any other benefits provided in Section 4 past the date of termination.

6.4 No Other Termination Compensation. Executive shall not, except as set forth in this Section 6 and in Section 4.6, be entitled to any compensation following termination of the Employment Period, except as may be otherwise provided in any stock options granted by Employer to Executive.

6.5 Mitigation. Executive shall not be required to mitigate the amount of any payments or benefits provided for hereunder upon termination of the Employment Period by seeking employment with any other person, or otherwise, nor shall the amount of any such payments or benefits be reduced by any compensation, benefit or other amount earned by, accrued for or paid to Executive as the result of Executive’s employment by or consultancy or other association with any other person.

6.6 Non-compete. For the purposes of this Agreement, “not compete” (or words of similar effect) shall mean that Executive shall not, directly or indirectly (a) engage in any activities that are in competition with the Company in any geographic area within 50 miles of the location of any Company store (owned or franchised) as of the date of termination of Executive (b) engage in any catalog business that focuses on the sale of men’s clothing, (c) solicit any customer of the Company or (d) solicit any person who is then employed by the Company or was employed by the Company within one year of such solicitation to (i) terminate his or her employment with the Company, (ii) accept employment with anyone other than the Company, or (iii) in any manner interfere with the business of the Company. If the Employment Period is terminated (x) by Executive pursuant to the provisions of Section 5.4 hereof; (y) by Employer pursuant to the provisions of Section 5.1 hereof; or (z) by Executive pursuant to the provisions of Section 5.3 hereof, Executive shall not compete with the Company for a period of two years from the date of termination. If the Employment Period is terminated by the Employer pursuant to the provisions of Section 5.2, Executive shall not compete with the Company for a period of six months from the date of termination. If the Employment Period expires and Executive is entitled to severance pursuant to Section 6.3, Executive shall not compete with the Company for a period of one year from the date of expiration. Executive acknowledges and agrees that in the event of any violation or threatened violation by Executive by his obligations under this section, Employer shall be entitled to injunctive relief without any necessity to post bond. Executive acknowledges and agrees that the Company’s catalog business is competitive with retail store businesses offering similar product lines.

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7. Indemnification

The Company shall indemnify and hold Executive harmless from and against any expenses (including attorneys’ fees of the attorneys selected by Executive to represent him, which shall be advanced as incurred), judgments, fines and amounts paid in settlement incurred by him by reason of his being made a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal administrative or investigative, by reason of any act or omission to act by Executive during or before the Employment Period or otherwise by reason of the fact that he is or was a director or officer of Employer of any subsidiary or affiliate included as a part of the Company, to the fullest extent and in the manner set forth and permitted by the General Corporation Law of the State of Delaware and any other applicable law as from time to time in effect. The provisions of this Section 7 shall survive any termination of the Employment Period or any deemed termination of this Agreement.

8. Miscellaneous

8.1 Notices. All notices required or permitted to be given hereunder shall be in writing and shall be (a) sent by certified mail-return receipt requested, postage prepaid, (b) personally delivered (via overnight delivery or otherwise), or (c) transmitted by facsimile. Notices shall be deemed delivered as follows: (a) three days after deposit with the United States Postal Service by certified mail; (b) one business day after deposit with a nationally-recognized overnight delivery service; (c) on the date of delivery when sent by local, commercial delivery service; or (d) on the date of transmission if sent by facsimile during the hours of 9:00 a.m. to 5:00 p.m. on a business day, or on the next following business day if sent by facsimile other than during such time. Notwithstanding anything to the contrary contained herein, notices shall be deemed to have been given when received or refused by the party to which or whom it was sent or delivered and any writing actually received by the party to which or whom it is addressed (regardless of the means of delivery) shall be sufficient notice hereunder. Notices shall be addressed as follows, provided that either party may, at any time, in the manner set forth for giving notices to the other, establish a different address to which notices to it or him shall be sent:

If to Employer:	Jos. A. Bank Clothiers, Inc. 500 Hanover Pike Hampstead, Maryland 21704 Attn: Chief Financial Officer
With copy to:	Jos. A. Bank Clothiers, Inc. 500 Hanover Pike Hampstead, Maryland 21704 Attn: General Counsel
If to Executive:	Mr. R. Neal Black 2 Calvary Court Lutherville, Maryland 21093

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8.2 Legal Fees. The Company shall pay the reasonable legal fees and expenses incurred by Executive in connection with preparation, negotiation, executive and delivery of this Agreement (not to exceed $5,000), as well as such fees and expenses incurred in connection with any amendment or modification hereof or enforcement of Executive’s rights hereunder.

8.3 Taxes. Employer is authorized to withhold (from any compensation or benefits payable hereunder to Executive) such amounts for income tax, social security unemployment compensation and other taxes as shall be necessary or appropriate in the reasonable judgment of Employer to comply with applicable laws and regulations.

8.4 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland, without regard to any conflicts of law jurisprudence. Executive hereby consents to the jurisdiction of the state courts of the State of Maryland and the United States District Court for District of Maryland over all claims arising under this Agreement.

8.5 Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in Baltimore, Maryland in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitration award in any court having jurisdiction; PROVIDED, HOWEVER, that Executive shall be entitled to seek specific performance of his right to be paid until expiration of the Employment Period during the pendency of any arbitration.

8.6 Headings. All descriptive headings in this Agreement are inserted for convenience only and shall be disregarded in construing or applying any provision of this Agreement.

8.7 Counterparts. This Agreement may be executed by facsimile and/or in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

8.8 Severability. If any provision of this Agreement, or any part thereof, is held to be unenforceable, the remainder of such provision and this Agreement, as the case may be, shall nevertheless remain in full force and effect.

8.9 Entire Agreement and Representations. This Agreement contains the entire agreement and understanding between Employer and Executive with respect to the subject matter hereof. No representations or warranties of any kind or nature relating to the Company or its several businesses, or relating to the Company’s assets, liabilities, operations, future plans or prospects have been made by or on behalf of Employer to Executive. This Agreement supersedes any prior agreement between the parties relating to the subject matter hereof.

8.10 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors, heirs (in the case of Executive) and assigns.

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8.11 Termination of Prior Employment Agreement. Effective upon the commencement of the Employment Period, Employer and Executive hereby terminate that certain Employment Agreement, dated as of December 21, 1999, as amended, pursuant to which Executive was employed by Employer.

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

EMPLOYER:		EXECUTIVE:
JOS. A. BANK CLOTHIERS, INC.
By:	/s/ Sidney H. Ritman	/s/	R. NEAL BLACK
	Sidney H. Ritman, Chairman Compensation Committee	R. NEAL BLACK

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EX-99.1

Exhibit 99.1

JoS. A. Bank Clothiers Announces Leadership Succession Plan- Wildrick, Black and Giordano will remain with the Company; Two New Outside Directors Also Elected

HAMPSTEAD, Md.—(BUSINESS WIRE)—September 12, 2008—JoS. A. Bank Clothiers, Inc. (NASDAQ Global Select Market: JOSB) announces today the implementation of its leadership succession plan under which three top officials will remain with the Company and assume new roles. Effective December 21, 2008, Robert N. Wildrick will become Chairman of the Board; R. Neal Black will become Chief Executive Officer and a Director of the Company and Andrew A. Giordano will become Chairman Emeritus. Mr. Black will remain President of the Company and Mr. Giordano will remain Lead Independent Director. As the transition process continues over the coming months, the Company expects to make future announcements of key promotions when appropriate. The Company also announced that James H. Ferstl and Henry Homes, III, have been elected to the Board of Directors.

The goals of the leadership succession plan are transition and continuity. Mr. Wildrick’s retirement as CEO provides an opportunity for Mr. Black, Chief Merchandising Officer since 2000, to assume overall management responsibility for the Company. Following their respective tenures as CEO and Chairman of the Board through the last eight years of unprecedented growth, Mr. Wildrick and Mr. Giordano will continue to be available to provide direction and advice to Mr. Black.

Speaking on behalf of the Board, Mr. Giordano praised Mr. Wildrick for his work on behalf of the Company, stating: “Since the end of 1999 when Mr. Wildrick took over as Chief Executive Officer, annual net income has increased to $50.2 million from $1.4 million, sales have tripled, market cap has increased over $500 million and the number of stores has grown from approximately 100 to 450. Under Mr. Wildrick’s leadership, the Company has eliminated all of its term and revolving debt, while amassing over $82 million in cash as of the end of the last fiscal year. This is a truly remarkable record.” Mr. Giordano continued, “Having worked closely with Mr. Wildrick during that same period, Mr. Black is a seasoned executive capable of leading the Company. We are delighted that Mr. Wildrick and Mr. Black will be continuing their combined efforts to provide even more growth for the Company and value for the shareholders.”

Mr. Ferstl brings to the Board over 30 years of experience in the retail industry, with a concentration in merchandising and marketing. Mr. Homes is a 20 year veteran of the commercial moving and storage industry, with extensive expertise in distribution and logistics.

JoS. A. Bank Clothiers, Inc., established in 1905, is one of the nation’s leading retailers of men’s classically-styled tailored and casual clothing, sportswear, footwear and accessories. The Company sells its full product line through 450 stores in 42 states and the District of Columbia, a nationwide catalog and an e-commerce website that can be accessed at www.josbank.com. The Company is headquartered in Hampstead, Md., and its common stock is listed on the Nasdaq Global Select Market under the symbol “JOSB.”

The Company’s statements concerning future operations contained herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those forecast due to a variety of factors outside of the Company’s control that can affect the Company’s operating results, liquidity and financial condition. Such factors include risks associated with economic, weather, public health and other factors affecting consumer spending, higher energy and security costs, the successful implementation of the Company’s growth strategy including the ability of the Company to finance its expansion plans, the mix and pricing of goods sold, the effectiveness and profitability of new concepts, the market price of key raw materials such as wool and cotton, seasonality, merchandise trends and changing consumer preferences, the effectiveness of the Company’s marketing programs, the availability of suitable lease sites for new stores, doing business on an international basis, the ability to source product from its global supplier base, litigations and other competitive factors. Other factors and risks that may affect the Company’s business or future financial results are detailed in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended February 2, 2008 and the Company’s subsequent Quarterly Reports on Form 10-Q filed through the date hereof. These cautionary statements qualify all of the forward-looking statements the Company makes herein. The Company cannot assure you that the results or developments anticipated by the Company will be realized or, even if substantially realized, that those results or developments will result in the expected consequences for the Company or affect the Company, its business or its operations in the way the Company expects. The Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of their respective dates. The Company does not undertake an obligation to update or revise any forward-looking statements to reflect actual results or changes in the Company’s assumptions, estimates or projections. These risks should be carefully reviewed before making any investment decision.

CONTACT: JoS. A. Bank Clothiers, Inc., Hampstead, Md.
David E. Ullman,
EVP/CFO,
410-239-5715
or
Investor Relations Information Request Website
(http://phx.corporate-ir.net/phoenix.zhtml?c=113815&p=irol-inforeq),
or Voicemail, 410-239-5900

E-commerce Address for JoS. A. Bank Clothiers, Inc.:
www.josbank.com