Joe's Jeans Inc. - Current report filing (8-K)
05 Junho 2008 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
June 5, 2008 (May 30,
2008)
Joes Jeans Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
0-18926
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11-2928178
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(Commission File Number)
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(IRS Employer Identification No.)
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5901 S. Eastern Avenue,
Commerce, California
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90040
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(Address of Principal Executive Offices)
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(Zip Code)
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(323) 837-3700
(
Registrants
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):
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))
ITEM
5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On
May 30, 2008, the Company entered into an Executive Employment Agreement
with Marc Crossman, 36, as President and Chief Executive Officer of the Company
(the Crossman Employment Agreement). Mr. Crossman
has been serving as the Companys President since September 2004 and as
Chief Executive Officer since January 2006 under an employment at-will
arrangement. From March 2003 until August 2007,
Mr. Crossman served as the Companys Chief Financial Officer, and prior to
that, he held positions with J.P. Morgan Securities Inc. and CIBC Oppenheimer
Corporation. Mr. Crossman has been
a member of the Companys board of directors since January 1999. In connection with the execution of the
Crossman Employment Agreement, Mr. Crossman received a the second payment
of his bonus in the amount of $150,000.00, as previously described and
disclosed in the Current Report on Form 8-K filed on October 17,
2008.
Under
the terms of the Crossman Employment Agreement (which is attached as Exhibit 10.1
to this Current Report on Form 8-K and incorporated herein by reference), Mr. Crossman
will receive an annual salary of $429,300 and will be entitled to receive other
cash and non-cash compensation, including an annual discretionary bonus
targeted at 50% of his base salary based upon the achievement of financial and
other performance criteria as set forth in the Crossman Employment Agreement, an
annual grant of equity compensation pursuant to the 2004 Stock Incentive Plan,
and life and disability insurance policies paid on his behalf. The Crossman Employment Agreement is
effective as of December 1, 2007, the commencement of the Companys 2008
fiscal year, and has an initial term of two years. The Crossman Employment Agreement
automatically renews for additional two year periods if neither the Company nor
Mr. Crossman provide 180 days advanced notice of non-renewal prior to the
end of the term or upon the occurrence of a change in control.
In
the event that Mr. Crossmans employment is terminated by the Company
other than for cause, terminated by Mr. Crossman for good reason, terminated
by the Company within 18 months following a change in control and without
cause, or terminated by Mr. Crossman within 18 months following a change
in control and for good reason, Mr. Crossman will be entitled to certain
severance payments and benefits, including an amount equal to 24 months of his
prior years base salary and bonus in exchange for his execution of a release
of claims. Mr. Crossman will not be
entitled to severance benefits if he dies during the term of his employment, he
is terminated for cause or due to disability, he terminates his employment for
a reason other than a good reason, or revokes his agreement to release the Company
from any and all claims related to his employment.
Mr. Crossman
is subject to confidentiality, non-solicitation and non-competition
restrictions during the term of his employment and is subject to the
confidentiality and non-solicitation provisions for a period of two years
following termination of his employment.
ITEM
9.01 Financial Statements and
Exhibits.
(d) Exhibits.
Exhibit
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Number
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Description
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10.1
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Executive
Employment Agreement by and between Joes Jeans Inc. and Marc Crossman dated
May 30, 2008
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2
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 hereunto
duly authorized.
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JOES
JEANS INC.
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(Registrant)
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Date:
June 5, 2008
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By:
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/s/ Marc Crossman
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Marc
Crossman
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President,
Chief Executive Officer and Director
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(Principal
Executive Officer)
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3
Exhibit Index
Exhibit
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Number
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Description
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10.1
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Executive
Employment Agreement by and between Joes Jeans Inc. and Marc Crossman dated
May 30, 2008
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4
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