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JOSB > SEC Filings for JOSB > Form 8-K on 14-Mar-2014All Recent SEC Filings

Show all filings for BANK JOS A CLOTHIERS INC /DE/

Form 8-K for BANK JOS A CLOTHIERS INC /DE/


14-Mar-2014

Entry into a Material Definitive Agreement, Change in Directors or


Item 1.01. Entry into a Material Definitive Agreement.

In connection with the previously announced Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 11, 2014, by and among Jos. A. Bank Clothiers, Inc. (the "Company"), The Men's Wearhouse, Inc. ("Parent") and Java Corp, a wholly owned subsidiary of Parent, each of the Company, Parent and Robert N. Wildrick, the Chairman of the Board of Directors of the Company, entered into a binding term sheet (the "Term Sheet") with respect to the compensation of Mr. Wildrick and the obligations of the Company under that certain Consulting Agreement (the "Consulting Agreement"), dated as of September 9, 2008 between Mr. Wildrick and the Company, as amended, and certain other agreements of Mr. Wildrick, the Company and Parent. The Term Sheet generally provides that (i) pursuant to the existing Consulting Agreement, Mr. Wildrick will be paid $1,800,000 in respect of consulting services he has provided through March 8, 2014 in excess of those required under the Consulting Agreement, (ii) the amount of such additional fees Mr. Wildrick may earn between March 11, 2014 and the consummation of the transactions contemplated by the Merger Agreement is limited to $500,000 and (iii) Mr. Wildrick will be subject to a non-competition covenant for the two year period following the closing of the transactions contemplated by the Merger Agreement (for which covenant Mr. Wildrick will receive a payment of $3,500,000, of which $1,000,000 is payable upon the closing of the transactions contemplated by the Merger Agreement and the remainder is payable in equal installments over the term of the covenant). The Term Sheet is attached hereto as Exhibit 10.1 and is incorporated herein by reference.



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

On March 11, 2014, pursuant to the Merger Agreement, the Company implemented a transaction retention plan, pursuant to which selected participants are eligible to receive cash retention bonuses in the event they continue in employment with the Company through, and for a 90 day period (75 days for Mr. Black) following, the closing of the transactions contemplated by the Merger Agreement (subject to earlier payment in the event of certain terminations of employment following such closing). Under the transaction retention plan, Mr. Black is eligible to receive $1,500,000; Mr. Hensley is eligible to receive $500,000; Mr. Merry is eligible to receive $500,000; Mr. Thorne is eligible to receive $300,000; and Mr. Ullman is eligible to receive $1,000,000.

Item 9.01. Exhibits.

(d) Exhibits



Exhibit
Number                                     Description
              Term Sheet, dated as of March 11, 2014, by and between Robert N.
10.1          Wildrick, Jos. A. Bank Clothiers, Inc. and The Men's Wearhouse, Inc.

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