UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): November
11, 2008
(Exact
name of registrant as specified in its charter)
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Delaware
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0-10593
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11-2481093
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of
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File
Number)
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Identification
No.)
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Incorporation)
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1450
Broadway, New York, NY
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10018
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (212)
730-0030
(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 (see
General
Instruction A.2. below):
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))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain
Officers; Compensatory Arrangements of Certain Officers.
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On
November 11, 2008, Iconix Brand Group, Inc. (the “Company”) entered into new
employment agreements with each of the following executive officers of the
Company replacing their prior employment agreements with the Company: (i) Andrew
Tarshis (the “Tarshis Employment Agreement”) and (ii) Warren Clamen (the “Clamen
Employment Agreement” and, together with the Tarshis Employment Agreement, the
“Employment Agreements” and each or Mr. Tarshis and Mr. Clamen are referred
herein as an “Executive”). The Employment Agreements provide for the employment
of Mr. Tarshis as the Company’s Executive Vice President and General Counsel and
Mr. Clamen as the Company’s Executive Vice President and Chief Financial
Officer, for three-year terms.
Under
the
Employment Agreements, each Executive is entitled to an annual base salary
of
not less than $350,000, $400,000 and $400,000, during the first, second and
third years of the term of his Employment Agreement. In addition, each Executive
is entitled to participate in the Company’s executive bonus program and is
eligible to receive bonuses of up to 100% of his base salary or the maximum
amount available under any executive bonus program generally applicable to
the
Company’s senior executives.
Pursuant
to the terms of the Employment Agreements, each Executive will be entitled
to
receive an award of 70,542 shares of the Company’s common stock upon approval by
stockholders of a new benefit plan covering the awards. The shares will
vest
in three
equal annual installments with the first installment vesting on November 11,
2009, subject to acceleration under certain circumstances set forth in the
Employment Agreements. Each Executive is also entitled to various benefits,
including benefits available to other senior executives of the Company and
certain automobile, life insurance and medical benefits.
Under
the
Employment Agreements, if an Executive’s employment is terminated by the Company
for “cause” or by the Executive without “good reason” (as defined in the
Employment Agreements), he will receive his earned and unpaid base salary
through the date of termination and shares of common stock in respect of any
of
his already vested stock award . If an Executive’s employment is terminated by
the Company without cause or by the Executive for good reason, he will receive,
in addition to the foregoing, an amount equal to his applicable base salary
for
the remaining term of the Employment Agreement plus any earned but unpaid annual
bonus for a prior year (“prior year bonus”) and a pro-rata portion of any bonus
for the year of termination (“pro rata bonus”). In addition, any unvested
portion of his stock award will vest. If the employment of an Executive is
terminated by the Company without cause or by him for good reason within 12
months of a “change in control” (as defined in the Employment Agreement), in
addition to the foregoing payments he will also receive an amount equal to
$100
less than three times the Executive’s “annualized includable compensation for
the base period” (as defined in the Internal Revenue Code of 1986). If an
Executive ‘s employment terminates as a result of his disability or death, the
Executive or his estate will be entitled to any earned and unpaid base salary,
plus any prior year bonus and pro rata bonus. In addition, any unvested portion
of his stock award will vest.
The
Employment Agreements also provide that in the event that stockholder approval
of the grant of the stock award is not obtained prior to the earlier of
(i) the expiration of the term of the Employment Agreements , (ii) a
termination of the Executive’s employment prior to the end of the term due to
the Executive’s death or disability, termination by the Executive of his
employment for good reason or termination of the Executive’s employment by the
Company without cause, or (iii) a change in control, then
instead of the grant of the award to the Executive, the Company is required
to
pay to the Executive an alternative amount equal to $750,000 .
The
Employment Agreements also contain certain non-competition and non-solicitation
covenants restricting such activities for certain specified periods.
The
descriptions of the Employment Agreements do not purport to be complete and
are
qualified in their entirety by reference to the full text of the Employment
Agreements and the exhibits thereto which are filed as Exhibits 10.1 and 10.2
to
this Report.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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10.1
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Employment
Agreement dated November 11, 2008 between Iconix Brand Group, Inc.
and
Andrew Tarshis
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10.2
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Employment
Agreement dated November 11, 2008 between Iconix Brand Group, Inc.
and
Warren Clamen
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SIGNATURES
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 thereunto
duly authorized.
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ICONIX
BRAND GROUP, INC.
(Registrant)
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By: |
/s/ Warren
Clamen |
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Warren
Clamen |
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Executive Vice President and Chief Financial Officer |