G III APPAREL GROUP LTD / DE /: Conclusion of an important definitive agreement, financial statements and supporting documents (form 8-K)


Item 1.01 Conclusion of a Material Definitive Agreement.

In March 2021, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of G-III Clothing Group, Ltd. (the “Company”) granted fixed-term restricted share units with an early vesting of three years (“Falaise vesting RSUs”), in accordance with the Company’s 2015 long-term incentive plan, as set out in amended (the “2015 Plan”), to the Named Executive Officers of the Company (the “Named Executive Officers”) in the amounts indicated under the heading “Vesting PSUs by Cliff granted March 2021“in the table below. The Compensation Committee awarded RSUs to Cliff-Vesting because the establishment of meaningful long-term performance conditions was, at the time of the grants, impractical due to the severe disruption to the operations of the Company caused by the COVID-19 pandemic and the resulting inability to provide advice regarding the Company’s financial results.

In June 2021, following the stabilization of the Company’s activities and its resumption of publication of guidance on its financial results, the Compensation Committee decided to restructure the Cliff-Vesting RSUs granted to the Named Executive Officers in March 2021 be 50% performance based. Each Named Executive Officer has voluntarily accepted this amendment to the terms of their respective Cliff Acquisition RSUs granted in March 2021.

At June 28, 2021, the Compensation Committee amended the terms of the March 2021
Cliff-Vesting PSU grants to the named executive officers, such that each grant consists of (a) performance share units (“PSUs”) instead of 50% of the Cliff-Vesting PSUs granted previously, as indicated under the heading “June 2021
Modification: Number of PSUs Allocated ”in the table below and (b) the retention of 50% of the Cliff-Vesting RSUs previously allocated, as indicated under the heading“June 2021 Modification: Number of cliff acquisition RSUs retained. The PSUs will allow the named executive officers to receive common shares of the Company if and to the extent that the PSU awards vest based on the performance of the Company against two parameters: three years cumulative earnings adjusted before interest and taxes (“Adjusted EBIT”) and three-year average return on invested capital (“ROIC”), each of which is described in more detail below. The actual number of PSUs vestable is subject to adjustment based on the level of performance achieved against each metric, as further described below, and therefore may be equal to, greater than or less than the amount specified under “June 2021
Modification: Number of PSUs Allocated “in the table below.

1.Modification of March 2021 Awards

                     Cliff-Vesting         June 2021             June 2021
                    RSUs Awarded in  Modification: Number  Modification: Number
     Name and          March 2021       of PSUs Awarded    of Cliff-Vesting RSUs
    Position(s)                                                  Retained
Morris Goldfarb,        127,266             63,633                63,633
Chairman, Chief
Executive Officer
and Director
Sammy Aaron, Vice        84,844             42,422                42,422
Chairman, President
and Director
Wayne S. Miller,         38,180             19,090                19,090
Chief Operating
Officer
Jeffrey Goldfarb,        31,816             15,908                15,908
Executive Vice
President and
Director
Neal S. Nackman,         11,454              5,727                 5,727
Chief Financial
Officer

2. Adjusted EBIT indicator. Satisfaction of this measure will be based on the achievement by the Company of a cumulative adjusted EBIT target during the performance period from fiscal 2022 to fiscal 2024 (the “Performance Period”). To determine the adjusted EBIT for a period, certain pre-established adjustments of

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financial results as presented in accordance with generally accepted accounting principles (GAAP) may apply in certain specific situations.

3.ROIC metric. Satisfaction of this measure will be based on the Company achieving an average three-year target ROI during the Performance Period, reduced by a hypothetical tax rate of 30%. When determining the ROIC for a period, certain pre-established adjustments to financial results presented in accordance with generally accepted accounting principles (GAAP) may apply in certain specified situations.

4. Weighting of metrics. The vesting of 75% of each NEO’s PSU award is subject to the achievement of the Adjusted EBIT metric target and the remaining 25% is subject to the achievement of the target. metric of the RCI. 100% of the PSU award of each Named Executive Officer in relation to each measure would vest if the target for that measure is met. For example, if the adjusted EBIT metric target is met (but the target is not exceeded and there is no shortfall against the target), 75% of the total PSUs awarded to the member of Named Executive Officer would be acquired.

5. Upward and downward adjustments for exceeding or insufficient metric goals. The percentage of each NEO’s PSU award that may vest in respect of each measure (a) will increase to a maximum of 150% of the PSUs awarded to the executive officer by against this measure if the results obtained for this measure exceed the performance of the target measure by a specified amount and (b) decrease to a minimum of 50% of the PSUs awarded to the NEO against this measure if the results obtained for this measure are below the performance target for the measure but still meet the minimum threshold performance level for the applicable metric. The number of PSUs awarded will increase or decrease proportionately if actual results are above or below the target for a metric. None of the Named Executive Officer PSU awards will vest in relation to a measure if the results achieved are below the minimum performance threshold level for that measure, and no more than 150% of the PSU award. Named Executive Officers will only earn against a metric even if the results achieved exceed the maximum performance target for that metric.

6. Payment upon acquisition of PSUs. If the PSUs of a Named Executive Officer vest based on satisfaction of the parameters described above, the settlement of the applicable number of shares underlying the PSUs that have vested based on the levels of performance achieved. , subject to any applicable withholding tax, will take place as soon as possible after the vesting date, subject to continued employment or other services rendered to the Company until that date.

The number of common shares to which the PSU grants relate will be adjusted appropriately in the event of stock splits, stock dividends and other extraordinary corporate events.

The foregoing descriptions of the terms and conditions of the RSU grants are qualified by reference to the full text of the modified and updated restricted share unit agreement form for these grants under the 2015 plan, which is attached hereto. as Exhibit 10.1.

Departure of directors or certain officers; Election of directors; Item 5.02 Appointment of certain officers; Compensatory arrangements of some

          Officers.



(e) (1) The June 28, 2021, the remuneration committee increased the base salary by Neal S. Nackman, Chief Financial Officer and Treasurer of the Society, at
$ 600,000 per year, efficient July 1, 2021.

(2) See “Section 1.01 Conclusion of a Material Definitive Agreement” above with respect to the PSU and PSU awards amended by Cliff-Vesting to our NEOs, Morris Goldfarb, Sammy Aaron, Wayne S. Miller, Neal S. Nackman and Jeffrey Goldfarb.

Item 9.01 Financial statements and supporting documents.

(a) Financial statements of acquired businesses.

Nothing.

(b) Pro forma financial information.

None.

(c)Shell Company Transactions

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None.

(d)Exhibits.


10.1 Form of the Amended and Restated Restricted Share Unit Agreement, dated June

28, 2021, with regard to the revised attributions under the 2015 Plan.

104 Interactive cover page data file (integrated in the Inline XBRL document).







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