- Current report filing (8-K)
November 25 2008 - 6:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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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 19, 2008
HARTMARX
CORPORATION
(Exact
name of registrant as specified in charter)
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DELAWARE
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1-8501
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36-3217140
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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101
North Wacker Drive
Chicago,
Illinois 60606
(Address
of principal executive offices) (Zip Code)
(312)
372-6300
(Registrant's
telephone number, including area code)
N/A
(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):
[
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Written
communication pursuant to Rule 425 under the Securities Act (17 C.F.R.
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R.
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R.
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R.
240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
November 19, 2008, the Compensation and Stock Option Committee (the "Committee")
of the Board of Directors of Hartmarx Corporation (the "Company") approved
separate employment and change-in-control severance agreements entered into
between the Company and James T. Conners, vice president, controller and chief
accounting officer.
Pursuant
to the employment agreement dated as of November xx, 2008, the Company has
agreed to employ Mr. Conners for a term ending November 30, 2010 on an "at-will"
basis. Compensation to be paid to Mr. Conners includes, base salary,
currently $185,000 per year, participation in the Company's Management Incentive
Plan with a current maximum bonus opportunity of $100,000, participation in the
Company's savings and welfare benefit plans and programs now or hereafter
applicable to any other senior executives of the Company on a basis no less
favorable than is made available to any other senior executive of the Company,
and such perquisites as may be made available to Company's senior
executives.
Under the
agreement, the Company retains the right to terminate Mr. Conners' employment at
any time and Mr. Conners retains the right to resign at any time. If
the Company terminates the employment of Mr. Conners for any reason other than
"cause" as defined in the agreement, the Company has agreed to pay Mr. Conners
the following: (a) salary continuation for the longer of (i) from the date of
termination through November 30, 2010 or (ii) the severance period provided
under the Company's severance policy (the "Severance Period"); (b) any unpaid
bonus for fiscal years completed prior to termination but not paid as of the
termination date; and (c) continuation of welfare benefits (principally medical
and life insurance) during the Severance Period. In the event Mr.
Conners receives, or becomes eligible to receive, welfare benefits from another
source, then the welfare benefits otherwise receivable by him under the
agreement shall be reduced to the extent of such other welfare benefits received
by, or made available to, him during the Severance Period.
In
addition, upon such termination of employment, all vested stock options will
remain exercisable in accordance with the otherwise applicable terms of the
grant documents until the expiration date of the option, and all unvested stock
options will be continue to vest during the Severance Period and once vested
will remain exercisable in accordance with the otherwise applicable terms of the
grant documents until the expiration date of the option. Any options
which do not vest during the Severance Period will terminate. Also,
Mr. Conners will be allowed to retain all unvested restricted stock awards, if
any, which vest during the Severance Period, either through time vesting or
performance vesting. Any restricted stock awards which do not vest
during the Severance Period will terminate.
The
payment of the foregoing severance benefits is subject to customary
confidentiality, non-disparagement and non-competition covenants.
In the
event of a change-in-control during the Severance Period, any amounts then
remaining unpaid are required to be paid in a lump sum and no amounts would be
payable to Executive under the change-in-control severance agreement described
below.
Pursuant
to the change-in-control severance agreement the Company has agreed to pay to
Mr. Mr. Conners severance benefits in the event his employment is terminated
within 24 months following a change-in-control of the Company for any reason
other than (i) death, (ii) disability, (iii) cause or (iv) resignation without
good reason (a "Qualifying Termination").
The
amount of the severance payment is equal to (i) 50% of "Annual Compensation"
plus one-twelfth (1/12) of Annual Compensation for each full or partial year of
employment by the Company at the time of termination, up to twelve years if Mr.
Conners is then under age 50 and otherwise up to eighteen years; plus
(ii) the excess of the value of all shares of Common Stock issuable upon
exercise of then outstanding stock options granted under any Company stock
option plan (whether or not then exercised or fully exercisable) over the
aggregate exercise price of such options. "Annual Compensation" is
defined as the average annual rate of compensation payable by the Company for
the three calendar years immediately preceding the calendar year in which a
change-in-control occurs, including, without limitation, all compensation income
recognized as a result of the exercise of stock options (or stock appreciation
rights) or the sale of the stock so acquired, or earned by Mr. Conners but not
paid for any reason other than an election to postpone and defer such
payment.
In the
event that any payment under the employment agreement or change-in-control
severance agreement is considered deferred compensation subject to
Section 409A of the Internal Revenue Code, payments that would otherwise
have been immediately payable may be withheld during the six month period
following termination of employment. The Company will then pay the
amount accrued over the six months, in a lump sum with interest, as soon as
permitted under Section 409A.
Attached
to this Current Report on Form 8-K as Exhibits 10-G-1 and Exhibits
10-G-2, respectively, are the employment agreement and
change-in-control severance agreement executed by the Company and Mr.
Conners. The foregoing descriptions of those agreements is qualified
in their entirety by the text of those agreements attached hereto.
Item 9.01
Financial Statements and Exhibits.
(d)
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Exhibits
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10-G-1
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Employment
Agreement dated November 19, 2008 between the Company and James T.
Conners.
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10-G-2
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Severance
Agreement dated November 19, 2008 between the Company and James T.
Conners.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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HARTMARX
CORPORATION
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/s/
Taras R. Proczko
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Taras
R. Proczko
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Senior
Vice President
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Dated:
November 24, 2008
EXHIBIT
LIST
Exhibit
Number
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Description
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10-G-1
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Employment
Agreement dated November 19, 2008 between the Company and James T.
Conners.
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10-G-2
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Severance
Agreement dated November 19, 2008 between the Company and James T.
Conners.
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