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OXM > SEC Filings for OXM > Form 8-K on 11-Apr-2013All Recent SEC Filings

Show all filings for OXFORD INDUSTRIES INC | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Financial Statements and Exhibit

Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Performance Share Unit Award Program for Fiscal 2013

On April 5, 2013, Oxford Industries, Inc.'s (the "Company's") Nominating, Compensation & Governance Committee (the "Committee") approved a Performance Share Unit Award Program for Fiscal 2013 (the "Program") under the Company's Long-Term Stock Incentive Plan (the "Plan") and granted performance share unit awards to certain officers and key employees.

The performance share unit awards provide for an opportunity to earn restricted share units ("RSUs") contingent upon the Company's achievement of certain performance objectives during fiscal 2013 (the period from February 3, 2013 to February 1, 2014). The RSUs actually earned by recipients will be based on earnings per share, as defined in the Program's terms and conditions. The awards provide for a target, threshold and maximum number of RSUs that can be earned based on the Company's performance during fiscal 2013.

The grants approved by the Committee to the Company's named executive officers are as follows:

                                             Number of RSUs                          Number of RSUs
                                               Earned at         Number of RSUs        Earned at
                                               Threshold        Earned at Target        Maximum
Name                         Title             Performance         Performance         Performance
Thomas C. Chubb III    Chief Executive
                       Officer and
                       President                           0               10,000             15,000
K. Scott Grassmyer     Senior Vice
                       Chief Financial
                       Officer and
                       Controller                          0                5,000              7,500
Terry R. Pillow        CEO, Tommy Bahama
                       Group                               0               10,000             15,000

The RSUs actually earned under the Program are further subject to cliff vesting on May 1, 2017 and will be settled in shares of the Company's common stock, with each RSU being equivalent to one share of the Company's common stock. The awards are generally forfeited if the recipient is not continuously employed through vesting; the Program's terms and conditions provide for a "double trigger" vesting acceleration upon a termination without cause or for good reason following a change in control of the Company. Amounts received or that may be received under the Program are subject to a clawback provision in the event of certain material restatements of the Company's financial statements. Recipients will receive dividend equivalents in cash on RSUs from the date of the Committee's certification of the number of RSUs earned under the Program through the earlier of the settlement or forfeiture of the RSUs.

The Committee has discretion in the administration of the Plan and the Program. The preceding is qualified in its entirety by reference to the Program's terms and conditions, the form of which are filed herewith as Exhibit 10.1 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1        Form of Terms and Conditions of the Oxford Industries, Inc.
            Performance Share Unit Award Program for Fiscal 2013.

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