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.
Cliff-Vesting PSU grants to the named executive officers, such that each grant consists of (a) performance share units (âPSUsâ) instead of 50% of the Cliff-Vesting PSUs granted previously, as indicated under the heading “
Modification: Number of PSUs Allocated âin the table below and (b) the retention of 50% of the Cliff-Vesting RSUs previously allocated, as indicated under the headingâ
Modification: Number of PSUs Allocated “in the table below.
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 âPerformance Periodâ). To determine the adjusted EBIT for a period, certain pre-established adjustments of
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
(e) (1) The
(2) See âSection 1.01 Conclusion of a Material Definitive Agreementâ above with respect to the PSU and PSU awards amended by Cliff-Vesting to our NEOs,
Item 9.01 Financial statements and supporting documents.
(a) Financial statements of acquired businesses.
(b) Pro forma financial information.
None. (c)Shell Company Transactions 3 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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