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United States
Securities and Exchange Commission
 Washington, D.C. 20549
 Form 10-K
 Annual Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 þ
    
    Annual Report Pursuant To Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended February 2, 2008
(Fiscal year 2007).
 o
    
    Transition Report Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period from  to .
 [Commission
file number 0-23874]
 JOS. A. BANK CLOTHIERS, INC.
  Delaware
(State of Incorporation)
    
    36-3189198
(I.R.S. Employer Identification No.)500 Hanover Pike, Hampstead, MD
(Address of principal executive offices)
    
    21074
(zip code)
 (410) 239-2700
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, $0.01 par value per share
    
    The NASDAQ Stock Market LLC
   o þ
  o þ
  þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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TABLE OF CONTENTS  PART IItem 1. BUSINESSItem 1A. RISK FACTORSItem 1B. UNRESOLVED STAFF COMMENTSItem 2. PROPERTIESItem 3. LEGAL PROCEEDINGSItem 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIItem 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESItem 6. SELECTED CONSOLIDATED FINANCIAL DATAItem 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSItem 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAItem 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREItem 9A. CONTROLS AND PROCEDURESItem 9B. OTHER INFORMATIONPART IIIItem 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEItem 11. EXECUTIVE COMPENSATIONItem 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSItem 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEItem 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVItem 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULESSIGNATURESExhibits IndexExhibit 10.3(e)Exhibit 10.5Exhibit 10.6(e)Exhibit 10.8(i)Exhibit 10.9(h)Exhibit 10.10(a)Exhibit 10.11(a)Exhibit 10.15Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2    Table of Contents  CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 AND OTHER INFORMATION
  Common Stock Dividends.
 
 
 PART I
 
 
 Item 1. BUSINESS
 General
    1




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Fiscal year 2001
    
    February 2, 2002Fiscal year 2002
    
    February 1, 2003Fiscal year 2003
    
    January 31, 2004Fiscal year 2004
    
    January 29, 2005Fiscal year 2005
    
    January 28, 2006Fiscal year 2006
    
    February 3, 2007Fiscal year 2007
    
    February 2, 2008Fiscal year 2008
    
    January 31, 2009
  Strategy
  1.
    
    Quality2.
    
    Service3.
    
    Inventory In-stock4.
    
    Product Innovation
  
    
    continually increasing the already high level of quality of its products by developing
and maintaining stringent design and manufacturing specifications;
    
    developing its multi-channel retailing concept by opening more stores and enhancing
direct selling through the catalog and Internet operation, thus offering multiple
convenient channels for customers to shop;
    
    providing outstanding customer service and emphasizing high levels of inventory
fulfillment for its customers;
    
    expanding its product assortment, including developing the Three Levels of Luxury and
continuing to add innovative new products; and
    
    increasing its product design and development capabilities while eliminating the
middleman in the sourcing of its products.
 The Brand.
   2




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Multi-Channel Retailing.
  Store Growth.
 Product Design and Sourcing.
 Segments
  Stores.
    3




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Other.
    4




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JOS. A. BANK STORES
 Total #State
    
    Of StoresAlabama(a)
    
    
    9Arizona
    
    
    4Arkansas
    
    
    4California
    
    
    25Colorado
    
    
    9Connecticut
    
    
    11Delaware
    
    
    1Florida
    
    
    27Georgia(a)(b)
    
    
    20Idaho
    
    
    1Illinois(a)
    
    
    27Indiana
    
    
    8Iowa
    
    
    3Kansas
    
    
    3Kentucky
    
    
    4Louisiana(a)
    
    
    6Maryland(b)
    
    
    19Massachusetts
    
    
    11Michigan
    
    
    13Minnesota
    
    
    5Mississippi(a)
    
    
    1Missouri
    
    
    5Nebraska
    
    
    2Nevada
    
    
    3New Hampshire
    
    
    1New Jersey
    
    
    20New Mexico
    
    
    1New York
    
    
    17North Carolina(a)
    
    
    20Ohio
    
    
    19Oklahoma
    
    
    4Pennsylvania(b)
    
    
    23Rhode Island
    
    
    2South Carolina(a)
    
    
    9South Dakota
    
    
    1Tennessee(a)
    
    
    9Texas
    
    
    39Utah
    
    
    2Virginia(b)
    
    
    20Washington
    
    
    3Washington, D.C.
    
    
    4West Virginia
    
    
    1Wisconsin
    
    
    6Total(c)
    
    
    422
 
 (a)
    
    Includes one or more franchise stores(b)
    
    Includes one or more outlet stores(c)
    
    Does not include four stores opened subsequent to fiscal 2007 year-end through April 2, 2008. Direct Marketing.
   5




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Merchandising
       6




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Design and Purchasing
         7




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Marketing, Advertising and Promotion
 Strategy.
   Corporate Card.
 Apparel Incentive Program.
 Distribution
   Management Information Systems
   8




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Competition
  Trademarks
 ® ® ® ® ®
  Seasonality
  Employees
    Available Information
   9




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Item 1A. RISK FACTORS
  If we are not able to continue profitably opening new stores, our growth may be adversely affected.
  We face significant competition and may not be able to maintain or improve our competitive position
or profitability.
  
    
    anticipating and quickly responding to changing consumer demands;
    
    maintaining favorable brand recognition and effectively marketing our products to
consumers in several diverse market segments;
    
    developing innovative, high-quality new products and/or product/brand extensions in
sizes, colors and styles that appeal to consumers of varying age groups and tastes;
    
    competitively pricing our products and achieving customer perception of value; and
    
    providing strong and effective marketing support.
   10




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Our business is tied to consumer spending for discretionary items and negative changes to consumer
confidence could have an adverse affect on our business.
  Our success is dependant on our key personnel and our ability to attract and retain key personnel.
  We rely heavily on a limited number of key suppliers, the loss of any of which could cause a
significant disruption to our business and negatively affect our business.
  Our reliance on foreign sources of production exposes us to a number of risks of doing business on
an international basis.
  
    
    political instability of foreign countries;
    
    imposition of new legislation or rules relating to imports that may limit the quantity
of goods which may be imported into the United States from countries or regions;
    
    imposition of duties, taxes and other charges on imports;
    
    local business practice and political issues, including issues relating to compliance
with domestic or international labor standards which may result in adverse publicity;
    
    migration and development of manufacturers, which can affect where our products are or
will be produced;
    
    potential delays or disruptions in shipping and related pricing impacts;
    
    volatile fuel supplies and costs; and;
    
    the devaluation of the U.S. dollar against the foreign currencies of our suppliers
countries could adversely affect our product costs.
   11




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Our business could be adversely affected if the foreign manufacturers of our products do not use
acceptable labor practices.
  Our business could be adversely affected by increased costs of the raw materials and other
resources that are important to our business.
  Our success depends, in part, on our ability to meet the changing preferences of our customers.
   Our success depends, in part, on the volume of retail traffic in our geographic locations and the
availability of suitable lease space.
    12




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Our dependence on third party delivery services exposes us to business interruptions and service
issues that are beyond our control.
  Our dependence on our centralized distribution centers and centralized computer systems exposes us
to the risk of a substantial disruption to our business.
   13




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Our business could be adversely affected by increased paper, printing and mailing costs
  Our efforts to protect and enforce our intellectual property rights or protect ourselves from the
claims of third-parties may not be effective.
 ® ® ® ® ®
 We are exposed to a number of risks involving the acceptance and processing of credit cards, the
occurrence of which could substantially harm our business, financial condition and results of
operations.
  We face a number of risks relating to our use of consumer information.
   14




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Our business has become increasingly dependent on a strong holiday season.
  We will face a number of risks if we pursue growth by acquisitions or other strategic
opportunities.
  Our stock price may continue to be volatile.
  
    
    Our sales and profitability results and those of others in the retail industry;
    
    Anticipation regarding our future operating results and those generally operating in
the retail industry; and
    
    Changes in earnings estimates by research analysts.
  Our charter documents, our Rights Agreement and Delaware law may inhibit a takeover that
stockholders may consider favorable.
   15




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Litigation or legal proceedings could expose us to significant liabilities and could divert our
managements attention and thus negatively affect our financial results
  
 
 Item 1B. UNRESOLVED STAFF COMMENTS
  
 
 Item 2. PROPERTIES
  GrossSquare
    
    Owned/Location
    
    Feet
    
    Leased
    
    Primary FunctionHampstead, Maryland
    
    
    315,000
    
    
    Owned
    
    Offices, distribution center, catalog and
Internet
order and fulfillment and regional tailoring
overflow shopHampstead, Maryland
    
    
    289,000
    
    
    Leased
    
    Distribution center and offices
   
 
 Item 3. LEGAL PROCEEDINGS
   16




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17




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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 
 PART II
 
 Item 5.
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 Market Information.
   High
    
    
    Low1st Quarter fiscal 2008 (through April 2, 2008)
    
    $
    27.15
    
    
    $
    18.81
  18




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Fiscal Year 2006
    
    
    Fiscal Year 2007High
    
    
    Low
    
    
    High
    
    
    Low1st Quarter
    
    $
    48.12
    
    
    $
    40.58
    
    
    $
    40.07
    
    
    $
    29.082nd Quarter
    
    
    43.39
    
    
    
    22.14
    
    
    
    46.16
    
    
    
    31.883rd Quarter
    
    
    31.41
    
    
    
    23.50
    
    
    
    37.79
    
    
    
    26.434th Quarter
    
    
    33.31
    
    
    
    28.58
    
    
    
    32.63
    
    
    
    19.50
  Holders of Record of Common Stock
  Dividend Policy
  Authorized Common Shares
   19




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Performance Graph
  
 Total Return
    
    
    Total ReturnIndex
    
    
    IndexJos. A. Bank
    
    
    NASDAQ
    
    
    NASDAQClothiers,
    
    
    Stock Market
    
    
    Retail TradeInc.
    
    
    (U.S.)
    
    
    StocksJanuary 31, 2003
    
    $
    100.00
    
    
    $
    100.00
    
    
    $
    100.00January 30, 2004
    
    $
    204.25
    
    
    $
    155.64
    
    
    $
    146.62January 28, 2005
    
    $
    248.85
    
    
    $
    153.96
    
    
    $
    175.60January 27, 2006
    
    $
    437.72
    
    
    $
    175.35
    
    
    $
    190.43February 2, 2007
    
    $
    341.32
    
    
    $
    189.02
    
    
    $
    209.23February 1, 2008
    
    $
    297.16
    
    
    $
    182.51
    
    
    $
    185.24
   20




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Item 6. SELECTED CONSOLIDATED FINANCIAL DATA
  Fiscal Year2003
    
    
    2004
    
    
    2005
    
    
    2006
    
    
    2007(In thousands, except per share information and stores)Consolidated Statements of Income Information:Net sales
    
    $
    299,663
    
    
    $
    372,500
    
    
    $
    464,633
    
    
    $
    546,385
    
    
    $
    604,010Cost of goods sold
    
    
    127,364
    
    
    
    147,674
    
    
    
    177,006
    
    
    
    207,947
    
    
    
    225,364Gross profit
    
    
    172,299
    
    
    
    224,826
    
    
    
    287,627
    
    
    
    338,438
    
    
    
    378,646Operating expenses:Sales and marketing
    
    
    111,769
    
    
    
    144,770
    
    
    
    179,902
    
    
    
    212,890
    
    
    
    242,655General and administrative
    
    
    30,554
    
    
    
    38,003
    
    
    
    45,930
    
    
    
    52,453
    
    
    
    53,240Total operating expenses
    
    
    142,323
    
    
    
    182,773
    
    
    
    225,832
    
    
    
    265,343
    
    
    
    295,895Operating income
    
    
    29,976
    
    
    
    42,053
    
    
    
    61,795
    
    
    
    73,095
    
    
    
    82,751Total other income (expense)
    
    
    (1,623
    )
    
    
    (1,696
    )
    
    
    (1,794
    )
    
    
    (938
    )
    
    
    1,582Income before provision for income taxes
    
    
    28,353
    
    
    
    40,357
    
    
    
    60,001
    
    
    
    72,157
    
    
    
    84,333Provision for income taxes
    
    
    12,073
    
    
    
    15,876
    
    
    
    24,751
    
    
    
    28,935
    
    
    
    34,165Net income
    
    $
    16,280
    
    
    $
    24,481
    
    
    $
    35,250
    
    
    $
    43,222
    
    
    $
    50,168Per share informationdiluted(a):Net income per share
    
    $
    0.94
    
    
    $
    1.38
    
    
    $
    1.95
    
    
    $
    2.36
    
    
    $
    2.72Diluted weighted average number of shares
    
    
    17,354
    
    
    
    17,789
    
    
    
    18,031
    
    
    
    18,342
    
    
    
    18,420Balance Sheet Information (as of end of fiscal
year):Cash and cash equivalents
    
    $
    875
    
    
    $
    1,425
    
    
    $
    7,344
    
    
    $
    43,080
    
    
    $
    82,082Working capital
    
    
    76,214
    
    
    
    69,620
    
    
    
    96,856
    
    
    
    136,562
    
    
    
    187,134Total assets
    
    
    200,645
    
    
    
    233,304
    
    
    
    304,832
    
    
    
    368,392
    
    
    
    440,098Total debt
    
    
    29,863
    
    
    
    6,859
    
    
    
    5,797
    
    
    
    412
    
    
    
    Total noncurrent liabilities (including debt)
    
    
    51,521
    
    
    
    41,024
    
    
    
    44,595
    
    
    
    46,416
    
    
    
    52,712Stockholders equity
    
    
    86,454
    
    
    
    114,324
    
    
    
    153,800
    
    
    
    208,234
    
    
    
    261,165Other Data (as of end of fiscal year):Number of stores(b)
    
    
    210
    
    
    
    269
    
    
    
    324
    
    
    
    376
    
    
    
    422
 
 (a)
    
    On December 14, 2005, the Companys Board of Directors declared a 25% common stock dividend
payable on February 15, 2006 to stockholders of record as of January 27, 2006. Unless otherwise
indicated, all historical weighted average share and per share amounts and all references to the
number of common shares elsewhere in the Consolidated Financial Statements, and Notes thereto, have
been restated to reflect the stock dividend.(b)
    
    Includes franchise stores. 
  21




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Item 7.
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
  
    
    10.5% increase in net sales, with increases in both the Stores and Direct Marketing
segments, while generating an increase in gross profit margins of 80 basis points;
    
    3.8% increase in comparable store sales; and
    
    a 40 basis points increase in operating costs (sales and marketing and general and
administrative costs) as a percentage of sales, as compared with the prior year, caused
primarily by the opening of 48 stores during the year, offset somewhat by the leveraging of
general and administrative costs.
    Common Stock Dividends.
  22




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Critical Accounting Policies and Estimates
  Inventory.
   Asset Valuation.
 Lease Accounting.
   23




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Recently Issued Accounting Standards
 
   Results of Operations
  Percentage of Net SalesFiscal Year2005
    
    
    2006
    
    
    2007Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    38.1
    
    
    
    38.1
    
    
    
    37.3Gross profit
    
    
    61.9
    
    
    
    61.9
    
    
    
    62.7Sales and marketing expenses
    
    
    38.7
    
    
    
    39.0
    
    
    
    40.2General and administrative expenses
    
    
    9.9
    
    
    
    9.6
    
    
    
    8.8Total operating expenses
    
    
    48.6
    
    
    
    48.6
    
    
    
    49.0Operating income
    
    
    13.3
    
    
    
    13.4
    
    
    
    13.7Total other income (expense)
    
    
    (0.4
    )
    
    
    (0.2
    )
    
    
    0.3Income before provision for income taxes
    
    
    12.9
    
    
    
    13.2
    
    
    
    14.0Provision for income taxes
    
    
    5.3
    
    
    
    5.3
    
    
    
    5.7Net income
    
    
    7.6
    %
    
    
    7.9
    %
    
    
    8.3
    %
  24




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Fiscal Year 2007 Compared to Fiscal Year 2006
 Net Sales
  Fiscal Year 2006
    
    
    Fiscal Year 2007Square
    
    
    
    
    
    
    SquareStores
    
    
    Feet
    
    
    Stores
    
    
    Feet*Stores open at the beginning of the year
    
    
    324
    
    
    
    1,543
    
    
    
    376
    
    
    
    1,745Stores opened
    
    
    52
    
    
    
    202
    
    
    
    48
    
    
    
    206Stores closed
    
    
    
    
    
    
    
    
    
    
    (2
    )
    
    
    (16
    )Stores open at the end of the year
    
    
    376
    
    
    
    1,745
    
    
    
    422
    
    
    
    1,935
 
 *
    
    Square feet is presented in thousands and excludes the square footage of the Companys
franchise stores. Square feet includes a net increase of 6 square feet due to relocations or
renovations in several stores.  Gross Profit
  Sales and Marketing Expenses .
 General and Administrative Expenses
  25




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Interest Income, net
 Income Taxes
 Fiscal Year 2006 Compared to Fiscal Year 2005
 Net Sales
   26




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Fiscal Year 2005
    
    
    Fiscal Year 2006Square
    
    
    
    
    
    
    SquareStores
    
    
    Feet
    
    
    Stores
    
    
    Feet*Stores open at the beginning of the year
    
    
    269
    
    
    
    1,318
    
    
    
    324
    
    
    
    1,543Stores opened
    
    
    56
    
    
    
    233
    
    
    
    52
    
    
    
    202Stores closed
    
    
    (1
    )
    
    
    (8
    )
    
    
    
    
    
    
    Stores open at the end of the year
    
    
    324
    
    
    
    1,543
    
    
    
    376
    
    
    
    1,745
 
 *
    
    Square feet is presented in thousands and excludes the square footage of the Companys
franchise stores. Square feet includes a net reduction of 8 square feet due to relocations or
renovations in several stores. Gross Profit
  Sales and Marketing Expenses
 General and Administrative Expenses
  Interest Expense, net
 Income Taxes
  27




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Liquidity and Capital Resources
      Fiscal Year2005
    
    
    2006
    
    
    2007Cash provided by (used in):Operating activities
    
    $
    37,026
    
    
    $
    60,911
    
    
    $
    63,712Investing activities
    
    
    (31,577
    )
    
    
    (31,141
    )
    
    
    (27,401
    )Financing activities
    
    
    470
    
    
    
    5,966
    
    
    
    2,691Net increase (decrease) in cash and
cash equivalents
    
    $
    5,919
    
    
    $
    35,736
    
    
    $
    39,002
    28




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##### Table of Contents



Off-Balance Sheet Arrangements
 Disclosures about Contractual Obligations and Commercial Commitments
   Payments Due by Fiscal Year (in thousands)2008
    
    
    2009-2011
    
    
    2012-2013
    
    
    Beyond 2013
    
    
    Total (d)Operating leases (a) (b)
    
    $
    50,964
    
    
    $
    144,485
    
    
    $
    83,640
    
    
    $
    86,836
    
    
    $
    365,925Stand-by letter-of-credit (c)
    
    
    
    
    
    
    400
    
    
    
    
    
    
    
    
    
    
    
    400License agreement
    
    
    165
    
    
    
    330
    
    
    
    
    
    
    
    
    
    
    
    495Property, plant and equipment commitments (e)
    
    
    2,100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,100
 
 (a)
    
    Includes various lease agreements for stores to be opened and equipment placed in service
subsequent to February 2, 2008. See Note 9 to the Consolidated Financial Statements.(b)
    
    Excludes contingent rent and other lease costs.(c)
    
    To secure the payment of rent at one leased location included in Operating Leases above and
is renewable each year through the end of the lease term (2009).(d)
    
    Obligations related to unrecognized tax benefits of $0.3 million have been excluded from the
above table as the amount to be settled in cash and the specific payment dates are not known.(e)
    
    The Company has entered into an agreement to purchase a retail location. Closing under the
agreement is expected to occur in fiscal year 2008.  29




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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 
 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 
 Item 9.

    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 Item 9A. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures and Changes in Internal Control Over Financial Reporting
 Limitations on Controls and Procedures
 Disclosure Controls and Procedures
   30




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Managements Annual Report on Internal Control over Financial Reporting
 Changes in Internal Control over Financial Reporting
 Attestation Report of the Registered Public Accounting Firm
  31




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal
Control  Integrated Framework
    Internal
Control  Integrated Framework
   
  32




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Item 9B. OTHER INFORMATION
  
 
 PART III
 
 
 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   
 
 Item 11. EXECUTIVE COMPENSATION
    
 
 Item 12.
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 
 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
   33




---



##### Table of Contents



Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 
 PART IV
 
 
 Item 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
 List of Financial Statements
  PageReport of Independent Registered Public Accounting Firm
    
    F-1Consolidated Balance Sheets as of February 3, 2007 and February 2, 2008
    
    F-2Consolidated Statements of Income for the Years Ended January 28, 2006, February 3, 2007 and February 2, 2008
    
    F-3Consolidated Statements of Stockholders Equity for the Years Ended January 28, 2006, February 3, 2007 and February 2, 2008
    
    F-4Consolidated Statements of Cash Flows for the Years Ended January 28, 2006, February 3, 2007 and February 2, 2008.
    
    F-5Notes to Consolidated Financial Statements.
    
    F-6
 List of Financial Statement Schedules
  List of Exhibits
 3.1
    
    
    
    Certificate of Amendment of the Restated Certificate of Incorporation of the
Company and the Restated Certificate of Incorporation of the Company.*(26)3.2
    
    
    
    Amended and Restated By-Laws of the Company as of April 15, 2003.*(15)4.1
    
    
    
    Form of Common Stock certificate.*(1)4.2
    
    
    
    Rights Agreement, dated as of September 6, 2007, including Exhibit B thereto
(the form of Right
Certificate).*(28)4.3
    
    
    
    Certificate Eliminating Reference to Series A Preferred Stock from Restated
Certificate of Incorporation of Company.*(29)4.4
    
    
    
    Certificate of Designation of Series A Junior Participating Preferred Stock.*(29)10.1
    
    
    
    1994 Incentive Plan.*(1)10.1(a)
    
    
    
    Amendments, dated as of October 6, 1997, to Incentive Plan.*(5)10.2
    
    
    
    Amended and Restated Credit Agreement, dated as of January 6, 2004, by and among
the Company, certain Lenders which are signatories thereto and Wells Fargo
Retail Finance II, LLC, as agent for such Lenders.*(17)10.2(a)
    
    
    
    Second Amendment to Amended and Restated Credit Agreement, dated as of January
6, 2004, by and among the Company, certain Lenders which are signatories thereto
and Wells Fargo Retail Finance II, LLC, as agent for such Lenders.*(24)
  34




---



##### Table of Contents



10.3
    
    
    
    Amended and Restated Employment Agreement, dated as of May 15, 2002, between
David E. Ullman and Jos. A. Bank Clothiers, Inc.*(12)10.3(a)
    
    
    
    First Amendment, dated April 30, 2003, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(15)10.3(b)
    
    
    
    Second Amendment, dated as of April 4, 2005, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(20)10.3(c)
    
    
    
    Third Amendment, dated as of April 5, 2006, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(22)10.3(d)
    
    
    
    Fourth Amendment, dated as of April 13, 2007, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(27)10.3(e)
    
    
    
    Fifth Amendment, dated as of April 9, 2008, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(30)10.4
    
    
    
    Jos. A. Bank Clothiers, Inc. Nonqualified Deferred Compensation Trust Agreement,
dated January 20,
2004.*(21)10.5
    
    
    
    Employment offer letter, dated March 14, 2008, from Jos. A. Bank Clothiers, Inc.
to Eric Singleton.*(30)10.6
    
    
    
    Amended and Restated Employment Agreement, dated May 15, 2002, by and between
Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(12)10.6(a)
    
    
    
    First Amendment, dated as of April 30, 2003, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos.
A. Bank Clothiers, Inc.*(15)10.6(b)
    
    
    
    Second Amendment, dated as of April 4, 2005, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos.
A. Bank Clothiers, Inc.*(21)10.6(c)
    
    
    
    Third Amendment, dated as of April 5, 2006, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos.
A. Bank Clothiers, Inc.*(22)10.6(d)
    
    
    
    Fourth Amendment, dated as of April 13, 2007, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos.
A. Bank Clothiers, Inc.*(27)10.6(e)
    
    
    
    Fifth Amendment, dated as of April 9, 2008, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos.
A. Bank Clothiers, Inc.*(30)10.7
    
    
    
    Employment Agreement, dated as of November 1, 1999, between Robert N. Wildrick
and Jos. A. Bank Clothiers, Inc.*(7)10.7(a)
    
    
    
    First Amendment, dated as of March 6, 2000, to Employment Agreement, dated as of
November 1, 1999, by and between Robert N. Wildrick and Jos. A. Bank Clothiers,
Inc.*(8)10.7(b)
    
    
    
    Second Amendment, dated as of May 25, 2001, to Employment Agreement, dated as of
November 1, 1999, by and between Robert N. Wildrick and Jos. A. Bank Clothiers,
Inc.*(10)
  35




---



##### Table of Contents



10.7(c)
    
    
    
    Third Amendment, dated as of October 2, 2003, to Employment Agreement, dated as
of November 1, 1999, by and between Robert N. Wildrick and Jos. A. Bank
Clothiers, Inc.*(16)10.8
    
    
    
    Employment Agreement, dated as of November 30, 1999, by and between Robert
Hensley and Jos. A. Bank Clothiers, Inc.*(7)10.8(a)
    
    
    
    First Amendment, dated as of January 1, 2000, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(9)10.8(b)
    
    
    
    Second Amendment, dated as of March 16, 2001, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(9)10.8(c)
    
    
    
    Third Amendment, dated as of April 15, 2002, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(11)10.8(d)
    
    
    
    Fourth Amendment, dated as of May 28, 2002, to Employment Agreement, dated as of
November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(12)10.8(e)
    
    
    
    Fifth Amendment, dated as of April 30, 2003, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(15)10.8(f)
    
    
    
    Sixth Amendment, dated as of April 4, 2005, to Employment Agreement, dated as of
November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(20)10.8(g)
    
    
    
    Seventh Amendment, dated as of April 5, 2006, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(22)10.8(h)
    
    
    
    Eighth Amendment, dated as of April 13, 2007, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(27)10.8(i)
    
    
    
    Ninth Amendment, dated as of April 9, 2008, to Employment Agreement, dated as of
November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(30)10.9
    
    
    
    Employment Agreement, dated as of December 21, 1999, by and between R. Neal
Black and Jos. A. Bank Clothiers, Inc.*(8)10.9(a)
    
    
    
    First Amendment, dated as of March 16, 2001, to Employment Agreement, dated as
of December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers,
Inc.*(9)10.9(b)
    
    
    
    Second Amendment, dated as of April 15, 2002, to Employment Agreement, dated as
of December 21, 1999, by and between Neal Black and Jos. A. Bank Clothiers,
Inc.*(11)10.9(c)
    
    
    
    Third Amendment, dated as of May 29, 2002, to Employment Agreement, dated as of
December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers,
Inc.*(12)10.9(d)
    
    
    
    Fourth Amendment, dated as of April 30, 2003, to Employment Agreement, dated as
of December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers,
Inc.*(15)10.9(e)
    
    
    
    Fifth Amendment, dated as of April 4, 2005 to Employment Agreement, dated as of
December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers,
Inc.*(20)10.9(f)
    
    
    
    Sixth Amendment, dated as of April 5, 2006 to Employment Agreement, dated as of
December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers,
Inc.*(22)10.9(g)
    
    
    
    Seventh Amendment, dated as of April 13, 2007 to Employment Agreement, dated as
of December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers,
Inc.*(27)10.9(h)
    
    
    
    Eighth Amendment, dated as of April 9, 2008 to Employment Agreement, dated as of
December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers,
Inc.*(30)10.10
    
    
    
    Employment offer letter, dated November 20, 2000, from Jos. A. Bank Clothiers,
Inc. to Jerry DeBoer.*(9)
  36




---



##### Table of Contents



10.10(a)
    
    
    
    Written description of 2008 base salary for Jerry DeBoer.*(30)10.11
    
    
    
    Employment offer letter, dated September 18, 2000, from Jos. A. Bank Clothiers,
Inc. to Gary Merry.*(12)10.11(a)
    
    
    
    Written description of 2008 base salary for Gary Merry.*(30)10.12
    
    
    
    2002 Long-Term Incentive Plan.*(14)10.13
    
    
    
    Form of stock option agreement under the 2002 Long-Term Incentive Plan.*(20)10.14
    
    
    
    Collective Bargaining Agreement, dated March 1, 2006, by and between Joseph A.
Bank Mfg. Co., Inc. and UNITE HERE MID-ATLANTIC REGIONAL JOINT BOARD.*(25)10.15
    
    
    
    Description of management bonus plans.*(30)21.1
    
    
    
    Company subsidiaries.*(21)23.1
    
    
    
    Consent of Deloitte & Touche LLP.*(30)31.1
    
    
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*(30)31.2
    
    
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*(30)32.1
    
    
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*(30)32.2
    
    
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*(30)
 
 *(1)
    
    Incorporated by reference to the Companys Registration Statement on Form
S-1 filed May 3, 1994.*(2)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 3, 1996.*(3)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 1, 1997.*(4)
    
    Incorporated by reference to the Companys Form 8-K dated September 22, 1997.*(5)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 31, 1998.*(6)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 30, 1999.*(7)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended October 30, 1999.*(8)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 29, 2000.*(9)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 3, 2001.*(10)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended May 5, 2001.*(11)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 2, 2002.  37




---



##### Table of Contents



*(12)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended May 4, 2002.*(13)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
May 8, 2002.*(14)
    
    Incorporated by reference to the Companys Definitive Proxy Statement on
Schedule 14(A) filed May 20, 2002.*(15)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 1, 2003.*(16)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended November 1, 2003*(17)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 31, 2004.*(18)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
April 20, 2004.*(19)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
May 14, 2004.*(20)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
April 7, 2005.*(21)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 29, 2005.*(22)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
April 6, 2006.*(23)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 28, 2006.*(24)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended April 29, 2006.*(25)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
May 4, 2006.*(26)
    
    Incorporated by reference to Amendment No. 1 to the Companys Quarterly
Report on Form 10-Q for the quarter ended July 29, 2006.*(27)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 3, 2007.*(28)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 6, 2007.*(29)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 20, 2007.*(30)
    
    Filed herewith.
    
    Exhibit represents a management contract or compensatory plan or arrangement.  38




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Internal ControlIntegrated Framework
  
  F-1




---



##### Table of Contents



JOS. A. BANK CLOTHIERS, INC.
 
 CONSOLIDATED BALANCE SHEETS
 AS OF FEBRUARY 3, 2007 AND FEBRUARY 2, 2008
 (In Thousands, Except Share Information)
 February 3, 2007
    
    
    February 2, 2008ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    43,080
    
    
    $
    82,082Accounts receivable, net
    
    
    5,193
    
    
    
    5,855Inventories, net
    
    
    183,471
    
    
    
    206,825Prepaid expenses and other current assets
    
    
    18,560
    
    
    
    18,593Total current assets
    
    
    250,304
    
    
    
    313,355NONCURRENT ASSETS:Property, plant and equipment, net
    
    
    117,553
    
    
    
    126,235Other noncurrent assets
    
    
    535
    
    
    
    508Total assets
    
    $
    368,392
    
    
    $
    440,098LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    41,683
    
    
    $
    47,383Accrued expenses
    
    
    63,606
    
    
    
    72,150Deferred tax liability
    
    
    8,453
    
    
    
    6,688Total current liabilities
    
    
    113,742
    
    
    
    126,221NONCURRENT LIABILITIES:Long-term debt
    
    
    412
    
    
    
    Noncurrent lease obligations
    
    
    42,053
    
    
    
    50,185Noncurrent deferred tax liability
    
    
    2,595
    
    
    
    1,210Other noncurrent liabilities
    
    
    1,356
    
    
    
    1,317Total liabilities
    
    
    160,158
    
    
    
    178,933COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Preferred stock, $1.00 par, 500,000
shares authorized, none issued or
outstanding
    
    
    
    
    
    
    Common stock, $.01 par, 45,000,000 shares
authorized, 18,039,826 issued and
outstanding at February 3, 2007 and
18,179,371 issued and outstanding at
February 2, 2008
    
    
    180
    
    
    
    181Additional paid-in capital
    
    
    78,101
    
    
    
    80,791Retained earnings
    
    
    130,092
    
    
    
    180,260Accumulated other comprehensive losses
    
    
    (139
    )
    
    
    (67
    )Total stockholders equity
    
    
    208,234
    
    
    
    261,165Total liabilities and stockholders equity
    
    $
    368,392
    
    
    $
    440,098
   F-2




---



##### Table of Contents



JOS. A. BANK CLOTHIERS, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME
 FOR THE YEARS ENDED JANUARY 28, 2006, FEBRUARY 3, 2007 AND FEBRUARY 2, 2008
 (In Thousands, Except Per Share Information)
 Fiscal Year2005
    
    
    2006
    
    
    2007NET SALES
    
    $
    464,633
    
    
    $
    546,385
    
    
    $
    604,010Cost of goods sold
    
    
    177,006
    
    
    
    207,947
    
    
    
    225,364GROSS PROFIT
    
    
    287,627
    
    
    
    338,438
    
    
    
    378,646OPERATING EXPENSES:Sales and marketing
    
    
    179,902
    
    
    
    212,890
    
    
    
    242,655General and administrative
    
    
    45,930
    
    
    
    52,453
    
    
    
    53,240Total operating expenses
    
    
    225,832
    
    
    
    265,343
    
    
    
    295,895OPERATING INCOME
    
    
    61,795
    
    
    
    73,095
    
    
    
    82,751OTHER INCOME (EXPENSE):Interest income
    
    
    136
    
    
    
    461
    
    
    
    1,937Interest expense
    
    
    (1,930
    )
    
    
    (1,399
    )
    
    
    (355
    )Total other income (expense)
    
    
    (1,794
    )
    
    
    (938
    )
    
    
    1,582Income before provision for income taxes
    
    
    60,001
    
    
    
    72,157
    
    
    
    84,333Provision for income taxes
    
    
    24,751
    
    
    
    28,935
    
    
    
    34,165NET INCOME
    
    $
    35,250
    
    
    $
    43,222
    
    
    $
    50,168EARNINGS PER SHARENet income:Basic
    
    $
    2.07
    
    
    $
    2.40
    
    
    $
    2.77Diluted
    
    $
    1.95
    
    
    $
    2.36
    
    
    $
    2.72Weighted average shares outstanding:Basic
    
    
    17,021
    
    
    
    17,981
    
    
    
    18,128Diluted
    
    
    18,031
    
    
    
    18,342
    
    
    
    18,420
   F-3




---



##### Table of Contents



JOS. A. BANK CLOTHIERS, INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 FOR THE YEARS ENDED JANUARY 28, 2006, FEBRUARY 3, 2007 AND FEBRUARY 2, 2008
 (In Thousands, Except Share Information)
 AccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    other
    
    
    TotalShares of
    
    
    Common
    
    
    paid-in
    
    
    Retained
    
    
    Treasury
    
    
    comprehensive
    
    
    stockholderscommon stock
    
    
    stock
    
    
    capital
    
    
    earnings
    
    
    stock
    
    
    losses
    
    
    equityBALANCE, JANUARY 29, 2005
    
    
    16,825,370
    
    
    $
    124
    
    
    $
    67,594
    
    
    $
    51,664
    
    
    $
    (5,058
    )
    
    $
    
    
    
    $
    114,324Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,250
    
    
    
    
    
    
    
    
    
    
    
    35,250Retirement of treasury stock, at cost
    
    
    
    
    
    
    
    
    
    
    (5,058
    )
    
    
    
    
    
    
    5,058
    
    
    
    
    
    
    
    Issuance of common stock pursuant to
Incentive Option Plan
    
    
    460,156
    
    
    
    5
    
    
    
    1,596
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,601Income tax benefit from exercise of
non-qualified stock options
    
    
    
    
    
    
    
    
    
    
    2,694
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,694Stock dividend fractional share repurchase
    
    
    (1,722
    )
    
    
    
    
    
    
    (69
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (69
    )Stock dividend transfer of par value
    
    
    
    
    
    
    44
    
    
    
    
    
    
    
    (44
    )
    
    
    
    
    
    
    
    
    
    
    BALANCE, JANUARY 28, 2006
    
    
    17,283,804
    
    
    
    173
    
    
    
    66,757
    
    
    
    86,870
    
    
    
    
    
    
    
    
    
    
    
    153,800Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,222
    
    
    
    
    
    
    
    
    
    
    
    43,222Adjustment to minimum pension liability,
net of tax effect of $4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    6Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,228Adjustment to initially apply FAS No.
158, net of tax benefit of $95
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (145
    )
    
    
    (145
    )Issuance of common stock pursuant to
Incentive Option Plan
    
    
    756,022
    
    
    
    7
    
    
    
    7,397
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,404Income tax benefit from exercise of
non-qualified stock options
    
    
    
    
    
    
    
    
    
    
    3,947
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,947BALANCE, FEBRUARY 3, 2007
    
    
    18,039,826
    
    
    
    180
    
    
    
    78,101
    
    
    
    130,092
    
    
    
    
    
    
    
    (139
    )
    
    
    208,234Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,168
    
    
    
    
    
    
    
    
    
    
    
    50,168Adjustment to minimum pension liability,
net of tax effect of $47
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72
    
    
    
    72Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,240Issuance of common stock pursuant to
Incentive Option Plan
    
    
    139,545
    
    
    
    1
    
    
    
    1,868
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,869Income tax benefit from exercise of
non-qualified stock options
    
    
    
    
    
    
    
    
    
    
    822
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    822BALANCE, FEBRUARY 2, 2008
    
    
    18,179,371
    
    
    $
    181
    
    
    $
    80,791
    
    
    $
    180,260
    
    
    $
    
    
    
    $
    (67
    )
    
    $
    261,165
   F-4




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##### Table of Contents



JOS. A. BANK CLOTHIERS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED JANUARY 28, 2006, FEBRUARY 3, 2007 AND FEBRUARY 2, 2008
 (In Thousands)
 Fiscal Year2005
    
    
    2006
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    35,250
    
    
    $
    43,222
    
    
    $
    50,168Adjustments to reconcile net income to net cash provided
by operating activities:Increase (decrease) deferred taxes
    
    
    12,791
    
    
    
    (2,603
    )
    
    
    (3,150
    )Depreciation and amortization
    
    
    13,020
    
    
    
    15,809
    
    
    
    18,477Loss on disposition of assets
    
    
    31
    
    
    
    34
    
    
    
    281Income tax benefit from exercise of non-qualified stock options
    
    
    2,694
    
    
    
    
    
    
    
    Asset impairment charges
    
    
    
    
    
    
    
    
    
    
    833Non-cash recognition of  state grant
    
    
    
    
    
    
    
    
    
    
    (485
    )Changes in assets and liabilities:(Increase) decrease in accounts receivable
    
    
    (1,657
    )
    
    
    1,262
    
    
    
    (662
    )Increase in inventories
    
    
    (48,949
    )
    
    
    (6,829
    )
    
    
    (23,354
    )Increase in prepaid expenses and other assets
    
    
    (960
    )
    
    
    (5,708
    )
    
    
    (10
    )Decrease in non-current assets
    
    
    942
    
    
    
    31
    
    
    
    27Increase (decrease) in accounts payable
    
    
    2,545
    
    
    
    (995
    )
    
    
    5,700Increase in accrued expenses
    
    
    15,503
    
    
    
    10,490
    
    
    
    7,602Increase in noncurrent lease obligations
    
    
    4,689
    
    
    
    7,046
    
    
    
    8,132Increase (decrease) in other noncurrent liabilities
    
    
    1,127
    
    
    
    (848
    )
    
    
    153Net cash provided by operating activities
    
    
    37,026
    
    
    
    60,911
    
    
    
    63,712CASH FLOWS USED FOR INVESTING ACTIVITIES:Payments for capital expenditures
    
    
    (31,577
    )
    
    
    (31,141
    )
    
    
    (27,696
    )Proceeds from disposal of assets
    
    
    
    
    
    
    
    
    
    
    295Net cash used for investing activities
    
    
    (31,577
    )
    
    
    (31,141
    )
    
    
    (27,401
    )CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings under revolving loan agreement
    
    
    106,185
    
    
    
    90,135
    
    
    
    Repayment of borrowings under revolving loan agreement
    
    
    (106,185
    )
    
    
    (90,135
    )
    
    
    Proceeds from long-term debt
    
    
    
    
    
    
    400
    
    
    
    Repayment of other long-term debt
    
    
    (1,062
    )
    
    
    (5,785
    )
    
    
    Income tax benefit from exercise of non-qualified
stock options
    
    
    
    
    
    
    3,947
    
    
    
    822Proceeds from issuance of common stock, net of
fractional share repurchase
    
    
    1,532
    
    
    
    7,404
    
    
    
    1,869Net cash provided by financing activities
    
    
    470
    
    
    
    5,966
    
    
    
    2,691Net increase in cash and cash equivalents
    
    
    5,919
    
    
    
    35,736
    
    
    
    39,002CASH AND CASH EQUIVALENTS, beginning of year
    
    
    1,425
    
    
    
    7,344
    
    
    
    43,080CASH AND CASH EQUIVALENTS, end of year
    
    $
    7,344
    
    
    $
    43,080
    
    
    $
    82,082
   F-5




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##### Table of Contents



1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 Description of Business
 Principles of Consolidation
 Reclassifications
 Common Stock Dividend
 Fiscal Year
 Seasonality
 Use of Estimates
 Cash and Cash Equivalents
  F-6




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##### Table of Contents



Supplemental Cash Flow Information
 Fiscal Year2005
    
    
    2006
    
    
    2007Interest paid
    
    $
    1,809
    
    
    $
    1,422
    
    
    $
    318Income taxes paid
    
    $
    6,828
    
    
    $
    25,318
    
    
    $
    35,581
 Inventories
 Franchise Fees
  Gift Cards and Certificates
 Vendor Rebates
 Landlord Contributions
 Catalog
  F-7




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##### Table of Contents



Marketing Expenses
 Contingent Rental Expense
 Property, Plant and Equipment
 Asset Class
    
    Estimated Useful LivesBuildings and improvements
    
    25 yearsEquipment
    
    3-10 yearsFurniture and fixtures
    
    10 yearsLeasehold improvements
    
    Generally 10 years
  Other Noncurrent Assets
 Long-Lived Assets
 Fair Value of Financial Instruments
 Net Sales
 Classification of Expenses
 Lease Accounting
  F-8




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##### Table of Contents



Store Opening Costs
 Income Taxes
 Earnings Per Share (EPS)
 Fiscal Year2005
    
    
    2006
    
    
    2007Weighted average shares outstanding for basic EPS
    
    
    17,021
    
    
    
    17,981
    
    
    
    18,128Dilutive effect of stock options
    
    
    1,010
    
    
    
    361
    
    
    
    292Weighted average shares outstanding for diluted EPS
    
    
    18,031
    
    
    
    18,342
    
    
    
    18,420
  Authorized Common Shares
 Incentive Plans
 Healthcare Costs 
 Recently Issued Accounting Standards
   F-9




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##### Table of Contents



2. INVENTORIES:
  February 3, 2007
    
    
    February 2, 2008Finished goods
    
    $
    175,690
    
    
    $
    196,547Raw materials
    
    
    7,781
    
    
    
    10,278Total inventories, net
    
    $
    183,471
    
    
    $
    206,825
 3. PREPAID EXPENSES AND OTHER CURRENT ASSETS:
  February 3, 2007
    
    
    February 2, 2008Landlord contributions receivable
    
    $
    7,691
    
    
    $
    7,153Prepaid rents
    
    
    3,293
    
    
    
    3,898Prepaid expenses and other current assets
    
    
    7,576
    
    
    
    7,542Total prepaid expenses and other current assets, net
    
    $
    18,560
    
    
    $
    18,593
  F-10




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##### Table of Contents



4. PROPERTY, PLANT AND EQUIPMENT:
  February 3, 2007
    
    
    February 2, 2008Land
    
    $
    349
    
    
    $
    349Buildings and improvements
    
    
    12,062
    
    
    
    11,957Leasehold improvements
    
    
    97,511
    
    
    
    110,321Furniture and fixtures
    
    
    58,043
    
    
    
    66,733Equipment and other
    
    
    35,079
    
    
    
    37,201203,044
    
    
    
    226,561Less: accumulated depreciation and amortization
    
    
    (85,491
    )
    
    
    (100,326
    )Property, plant and equipment, net
    
    $
    117,553
    
    
    $
    126,235
  5. ACCRUED EXPENSES:
  February 3, 2007
    
    
    February 2, 2008Accrued compensation and benefits
    
    $
    14,947
    
    
    $
    16,701Gift cards and certificates payable
    
    
    9,327
    
    
    
    11,516Accrued property, plant and equipment
    
    
    6,822
    
    
    
    7,717Accrued federal and state income tax
    
    
    12,267
    
    
    
    14,118Current portion of lease obligations
    
    
    6,238
    
    
    
    7,344Other accrued expenses
    
    
    14,005
    
    
    
    14,754Total
    
    $
    63,606
    
    
    $
    72,150
   F-11




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##### Table of Contents



6. LONG-TERM DEBT:
  February 3, 2007
    
    
    February 2, 2008Bank Credit AgreementBorrowings under revolving loan agreement
    
    $
    
    
    
    $
    Other notes payable
    
    
    412
    
    
    
    Long-term debt
    
    $
    412
    
    
    $
    
     F-12




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##### Table of Contents



7. INCOME TAXES:
  Fiscal Year2005
    
    
    2006
    
    
    2007Federal:Current
    
    $
    10,192
    
    
    $
    26,074
    
    
    $
    31,038Deferred
    
    
    10,491
    
    
    
    (2,214
    )
    
    
    (2,427
    )State:Current
    
    
    1,768
    
    
    
    5,372
    
    
    
    6,002Deferred
    
    
    2,300
    
    
    
    (297
    )
    
    
    (448
    )Provision for income taxes
    
    $
    24,751
    
    
    $
    28,935
    
    
    $
    34,165
  Fiscal Year2005
    
    
    2006
    
    
    2007Computed federal tax provision at statutory rates
    
    $
    21,000
    
    
    $
    25,255
    
    
    $
    29,517State income taxes, net of federal income tax effect
    
    
    2,653
    
    
    
    3,298
    
    
    
    3,610Non-deductible compensation
    
    
    907
    
    
    
    957
    
    
    
    1,016Change in tax reserves
    
    
    101
    
    
    
    (681
    )
    
    
    (108
    )Other, net
    
    
    90
    
    
    
    106
    
    
    
    130Provision for income taxes
    
    $
    24,751
    
    
    $
    28,935
    
    
    $
    34,165
  February 3, 2007
    
    
    February 2, 2008Deferred tax assets:Current accrued liabilities and other
    
    $
    2,913
    
    
    $
    3,421Noncurrent lease obligations
    
    
    19,161
    
    
    
    22,710Noncurrent accrued liabilities and other
    
    
    92
    
    
    
    37722,166
    
    
    
    26,508Deferred tax liabilities:Current inventories
    
    
    (10,080
    )
    
    
    (8,790
    )Current prepaid expenses and other current assets
    
    
    (1,286
    )
    
    
    (1,319
    )Noncurrent property, plant and equipment
    
    
    (21,848
    )
    
    
    (24,297
    )(33,214
    )
    
    
    (34,406
    )Net deferred tax liability
    
    $
    (11,048
    )
    
    $
    (7,898
    )
  F-13




---



##### Table of Contents



Balance February 3, 2007
    
    $
    310Increases related to prior year tax positions
    
    
    115Expiration of the statue of limitations for the assessment of taxes
    
    
    (116
    )Balance at February 2, 2008
    
    $
    309
     F-14




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##### Table of Contents



8. BENEFIT PLANS
 Defined Benefit Pension & Post-Retirement Plans
    Before
    
    
    
    
    
    
    AfterApplication
    
    
    
    
    
    
    Applicationof SFAS 158
    
    
    Adjustments
    
    
    of SFAS 158(In thousands)AssetsOther assets
    
    $
    275
    
    
    $
    (240
    )
    
    $
    35LiabilitiesDefined benefit pension plans
    
    
    
    
    
    
    
    
    
    
    Postretirement benefit plans
    
    
    547
    
    
    
    
    
    
    
    547Other noncurrent liabilities
    
    $
    547
    
    
    $
    
    
    
    $
    547Stockholders EquityAccumulated other comprehensive income and
(losses), net of tax
    
    $
    
    
    
    $
    (145
    )
    
    $
    (145
    )
  F-15




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##### Table of Contents



Pension Benefits
    
    
    Postretirement BenefitsFiscal Year
    
    
    Fiscal Year2006
    
    
    2007
    
    
    2006
    
    
    2007Accumulated benefit obligation
    
    $
    575
    
    
    $
    667
    
    
    $
    407
    
    
    $
    492Fair value of plan assets
    
    
    560
    
    
    
    670
    
    
    
    
    
    
    
    Funded status
    
    
    (15
    )
    
    
    3
    
    
    
    (407
    )
    
    
    (492
    )Accrued (prepaid) benefit
cost recognized in
the balance sheets
    
    $
    15
    
    
    $
    (3
    )
    
    $
    584
    
    
    $
    492
    Profit Sharing Plan
 Deferred Compensation Plan
 9. COMMITMENTS AND CONTINGENCIES:
    F-16




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##### Table of Contents



Employment Agreements and Incentive Compensation
  F-17




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##### Table of Contents



Lease Obligations
  Fiscal Year
    
    Amount2008
    
    $
    49,6732009
    
    
    47,9192010
    
    
    45,7912011
    
    
    43,8222012
    
    
    40,919Thereafter
    
    
    112,480Total
    
    $
    340,604
    Inventories
 Other
  F-18




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##### Table of Contents



10. INCENTIVE STOCK OPTION PLAN:
    Fiscal Year 2005
    
    
    Fiscal Year 2006
    
    
    Fiscal Year 2007Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding
at beginning of year
    
    
    1,758
    
    
    $
    8.22
    
    
    
    1,334
    
    
    $
    10.34
    
    
    
    578
    
    
    $
    11.06Granted
    
    
    36
    
    
    $
    24.39
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Exercised
    
    
    (460
    )
    
    $
    3.48
    
    
    
    (756
    )
    
    $
    9.79
    
    
    
    (139
    )
    
    $
    13.39Canceled
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Outstanding at end of year
    
    
    1,334
    
    
    $
    10.34
    
    
    
    578
    
    
    $
    11.06
    
    
    
    439
    
    
    $
    10.32
  FiscalYear 2005Risk free interest rate
    
    
    3.88
    %Expected volatility
    
    
    0.34Expected life
    
    3 yearsContractual life
    
    
    1 to 10 yearsExpected dividend yield
    
    
    0
    %Fair value of options granted
    
    
    $7.24Options granted
    
    
    36Weighted average exercise price
    
    
    $26.29
  F-19




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##### Table of Contents



Share-Based Payment Accounting for Stock-Based Compensation Accounting for Stock Based Compensation-Transition and Disclosure Accounting for Stock Issued to Employees
  Accounting for Certain Transactions Involving Stock Compensation
 FiscalYear 2005Net income, as reported
    
    $
    35,250Deduct total stock-based employee compensation expense determined
under fair-value-based method for all awards, net of tax
    
    
    180Pro forma net income
    
    $
    35,070Basic net income per common share, as reported
    
    $
    2.07Pro forma basic net income per common share
    
    $
    2.06Diluted net income per common share, as reported
    
    $
    1.95Pro forma diluted net income per common share
    
    $
    1.94
  F-20




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##### Table of Contents



Options Outstanding
    
    
    Options ExercisableWeightedAverage
    
    
    Weighted
    
    
    
    
    
    
    WeightedRemaining
    
    
    Average
    
    
    
    
    
    
    AverageContractual
    
    
    Exercise
    
    
    
    
    
    
    ExerciseNumber
    
    
    Life
    
    
    Price
    
    
    Number
    
    
    PriceRange of Exercise Prices
    
    Outstanding
    
    
    per Share
    
    
    per Share
    
    
    Exercisable
    
    
    per Share$0 - $5.00
    
    
    114
    
    
    
    3.27
    
    
    $
    3.37
    
    
    
    114
    
    
    $
    3.37$5.01 - $10.00
    
    
    212
    
    
    
    5.10
    
    
    $
    9.82
    
    
    
    212
    
    
    $
    9.82$15.01 - $20.00
    
    
    80
    
    
    
    5.83
    
    
    $
    16.55
    
    
    
    80
    
    
    $
    16.55$20.01 - $25.00
    
    
    33
    
    
    
    6.82
    
    
    $
    22.48
    
    
    
    33
    
    
    $
    22.48Total
    
    
    439
    
    
    
    4.89
    
    
    $
    10.32
    
    
    
    439
    
    
    $
    10.32
 11. RIGHTS AGREEMENT:
  th
   F-21




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##### Table of Contents



12. SEGMENT REPORTING:
     DirectFiscal Year 2005
    
    Stores
    
    
    Marketing
    
    
    Other
    
    
    TotalNet sales(a)
    
    $
    408,452
    
    
    $
    44,453
    
    
    $
    11,728
    
    
    $
    464,633Depreciation and amortization
    
    
    10,777
    
    
    
    70
    
    
    
    2,173
    
    
    
    13,020Operating income(b)
    
    
    94,694
    
    
    
    15,815
    
    
    
    (48,714
    )
    
    
    61,795Interest income (expense), net
    
    
    
    
    
    
    
    
    
    
    (1,794
    )
    
    
    (1,794
    )Total assets(c)
    
    
    257,499
    
    
    
    30,982
    
    
    
    16,351
    
    
    
    304,832Capital expenditures(d)
    
    
    29,238
    
    
    
    44
    
    
    
    2,295
    
    
    
    31,577
 DirectFiscal Year 2006
    
    Stores
    
    
    Marketing
    
    
    Other
    
    
    TotalNet sales(a)
    
    $
    478,234
    
    
    $
    56,244
    
    
    $
    11,907
    
    
    $
    546,385Depreciation and amortization
    
    
    13,363
    
    
    
    77
    
    
    
    2,369
    
    
    
    15,809Operating income(b)
    
    
    105,151
    
    
    
    21,835
    
    
    
    (53,891
    )
    
    
    73,095Interest income (expense), net
    
    
    
    
    
    
    
    
    
    
    (938
    )
    
    
    (938
    )Total assets(c)
    
    
    323,679
    
    
    
    28,500
    
    
    
    16,213
    
    
    
    368,392Capital expenditures(d)
    
    
    29,021
    
    
    
    41
    
    
    
    2,079
    
    
    
    31,141
  F-22




---



##### Table of Contents



DirectFiscal Year 2007
    
    Stores
    
    
    Marketing
    
    
    Other
    
    
    TotalNet sales(a)
    
    $
    528,330
    
    
    $
    63,611
    
    
    $
    12,069
    
    
    $
    604,010Depreciation and amortization
    
    
    15,941
    
    
    
    80
    
    
    
    2,456
    
    
    
    18,477Operating income(b)
    
    
    112,680
    
    
    
    24,767
    
    
    
    (54,696
    )
    
    
    82,751Interest income (expense), net
    
    
    
    
    
    
    
    
    
    
    1,582
    
    
    
    1,582Total assets(c)
    
    
    392,302
    
    
    
    33,136
    
    
    
    14,660
    
    
    
    440,098Capital expenditures(d)
    
    
    26,243
    
    
    
    31
    
    
    
    1,422
    
    
    
    27,696
 
 (a)
    
    Direct Marketing net sales represent catalog and Internet sales. Net sales from segments
below the quantitative thresholds are attributable primarily to three operating segments of
the Company. Those segments are outlet stores, franchise stores and regional tailor shops.
None of these segments have ever met any of the quantitative thresholds for determining
reportable segments and are included in Other.(b)
    
    Operating income for the Stores and Direct Marketing segments represents profit before
allocations of overhead from the corporate office and the distribution centers, interest and
income taxes. Operating income for Other consists primarily of costs included in general
and administrative costs. Total operating income represents profit before interest and income
taxes.(c)
    
    Identifiable assets include cash and cash equivalents, accounts receivable, inventories,
prepaid expenses and other current assets and property, plant and equipment residing in or
related to the reportable segment. Assets included in Other are primarily cash and cash
equivalents, property, plant and equipment associated with the corporate office and
distribution centers, deferred tax assets, other noncurrent assets, and inventories, which
have not been assigned to one of the reportable segments.(d)
    
    Capital expenditures include purchases of property, plant and equipment made for the
reportable segment. 13. QUARTERLY FINANCIAL INFORMATION (Unaudited):
  First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Total(In thousands, except per share amounts)Fiscal
Year 2006Net sales
    
    $
    113,665
    
    
    $
    119,098
    
    
    $
    119,511
    
    
    $
    194,111
    
    
    $
    546,385Gross profit
    
    
    69,751
    
    
    
    74,299
    
    
    
    72,454
    
    
    
    121,934
    
    
    
    338,438Operating income
    
    
    10,435
    
    
    
    12,299
    
    
    
    9,059
    
    
    
    41,302
    
    
    
    73,095Net income
    
    
    5,861
    
    
    
    6,973
    
    
    
    5,508
    
    
    
    24,880
    
    
    
    43,222Diluted income per common share
    
    $
    0.32
    
    
    $
    0.38
    
    
    $
    0.30
    
    
    $
    1.36
    
    
    $
    2.36Fiscal
Year 2007Net sales
    
    $
    129,533
    
    
    $
    134,278
    
    
    $
    131,304
    
    
    $
    208,895
    
    
    $
    604,010Gross profit
    
    
    81,080
    
    
    
    83,747
    
    
    
    83,625
    
    
    
    130,194
    
    
    
    378,646Operating income
    
    
    13,802
    
    
    
    13,516
    
    
    
    11,497
    
    
    
    43,936
    
    
    
    82,751Net income
    
    
    8,358
    
    
    
    8,206
    
    
    
    7,096
    
    
    
    26,508
    
    
    
    50,168Diluted income per common share
    
    $
    0.45
    
    
    $
    0.44
    
    
    $
    0.38
    
    
    $
    1.45
    
    
    $
    2.72
  F-23




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##### Table of Contents



SIGNATURES
   JOS. A. BANK CLOTHIERS, INC.
(registrant)By:
    /s/ ROBERT N. WILDRICKROBERT N. WILDRICKEXECUTIVE CHAIRMAN ANDCHIEF EXECUTIVE OFFICER  Name
    
    Title
    
    Date/s/ ROBERT N. WILDRICK
    
    Director, Executive Chairman and
Chief Executive Officer
    
    April 10, 2008(Principal Executive Officer)/s/ DAVID E. ULLMAN
    
    Executive Vice President, Chief Financial Officer
    
    April 10, 2008(Principal Financial Officer
and Principal Accounting
Officer)/s/ ANDREW A. GIORDANO
    
    Director, Chairman of the Board
    
    April 10, 2008/s/ GARY S. GLADSTEIN
    
    Director
    
    April 10, 2008/s/ WILLIAM E. HERRON
    
    Director
    
    April 10, 2008/s/ DAVID A. PREISER
    
    Director
    
    April 10, 2008/s/ SIDNEY H. RITMAN
    
    Director
    
    April 10, 2008




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##### Table of Contents



Exhibits Index
 3.1
    
    
    
    Certificate of Amendment of the Restated Certificate of Incorporation of the
Company and the Restated Certificate of Incorporation of the Company.*(26)3.2
    
    
    
    Amended and Restated By-Laws of the Company as of April 15, 2003.*(15)4.1
    
    
    
    Form of Common Stock certificate.*(1)4.2
    
    
    
    Rights Agreement, dated as of September 6, 2007, including Exhibit B thereto
(the form of Right Certificate).*(28)4.3
    
    
    
    Certificate Eliminating Reference to Series A Preferred Stock from Restated
Certificate of Incorporation of Company.*(29)4.4
    
    
    
    Certificate of Designation of Series A Junior Participating Preferred Stock.*(29)10.1
    
    
    
    1994 Incentive Plan.*(1)10.1(a)
    
    
    
    Amendments, dated as of October 6, 1997, to Incentive Plan.*(5)10.2
    
    
    
    Amended and Restated Credit Agreement, dated as of January 6, 2004, by and among
the Company, certain Lenders which are signatories thereto and Wells Fargo
Retail Finance II, LLC, as agent for such Lenders.*(17)10.2(a)
    
    
    
    Second Amendment to Amended and Restated Credit Agreement, dated as of January
6, 2004, by and among the Company, certain Lenders which are signatories thereto
and Wells Fargo Retail Finance II, LLC, as agent for such Lenders.*(24)10.3
    
    
    
    Amended and Restated Employment Agreement, dated as of May 15, 2002, between
David E. Ullman and Jos. A. Bank Clothiers, Inc.*(12)10.3(a)
    
    
    
    First Amendment, dated April 30, 2003, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(15)10.3(b)
    
    
    
    Second Amendment, dated as of April 4, 2005, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(20)10.3(c)
    
    
    
    Third Amendment, dated as of April 5, 2006, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(22)10.3(d)
    
    
    
    Fourth Amendment, dated as of April 13, 2007, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(27)10.3(e)
    
    
    
    Fifth Amendment, dated as of April 9, 2008, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(30)10.4
    
    
    
    Jos. A. Bank Clothiers, Inc. Nonqualified Deferred Compensation Trust Agreement,
dated January 20, 2004.*(21)10.5
    
    
    
    Employment offer letter, dated March 14, 2008, from Jos. A. Bank Clothiers, Inc.
to Eric Singleton.*(30)10.6
    
    
    
    Amended and Restated Employment Agreement, dated May 15, 2002, by and between
Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(12)10.6(a)
    
    
    
    First Amendment, dated as of April 30, 2003, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos.
A. Bank Clothiers, Inc.*(15)10.6(b)
    
    
    
    Second Amendment, dated as of April 4, 2005, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos.
A. Bank Clothiers, Inc.*(21)




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##### Table of Contents



10.6(c)
    
    
    
    Third Amendment, dated as of April 5, 2006, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos.
A. Bank Clothiers, Inc.*(22)10.6(d)
    
    
    
    Fourth Amendment, dated as of April 13, 2007, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos.
A. Bank Clothiers, Inc.*(27)10.6(e)
    
    
    
    Fifth Amendment, dated as of April 9, 2008, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos.
A. Bank Clothiers, Inc.*(30)10.7
    
    
    
    Employment Agreement, dated as of November 1, 1999, between Robert N. Wildrick
and Jos. A. Bank Clothiers, Inc.*(7)10.7(a)
    
    
    
    First Amendment, dated as of March 6, 2000, to Employment Agreement, dated as of
November 1, 1999, by and between Robert N. Wildrick and Jos. A. Bank Clothiers,
Inc.*(8)10.7(b)
    
    
    
    Second Amendment, dated as of May 25, 2001, to Employment Agreement, dated as of
November 1, 1999, by and between Robert N. Wildrick and Jos. A. Bank Clothiers,
Inc.*(10)10.7(c)
    
    
    
    Third Amendment, dated as of October 2, 2003, to Employment Agreement, dated as
of November 1, 1999, by and between Robert N. Wildrick and Jos. A. Bank
Clothiers, Inc.*(16)10.8
    
    
    
    Employment Agreement, dated as of November 30, 1999, by and between Robert
Hensley and Jos. A. Bank Clothiers, Inc.*(7)10.8(a)
    
    
    
    First Amendment, dated as of January 1, 2000, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(9)10.8(b)
    
    
    
    Second Amendment, dated as of March 16, 2001, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(9)10.8(c)
    
    
    
    Third Amendment, dated as of April 15, 2002, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(11)10.8(d)
    
    
    
    Fourth Amendment, dated as of May 28, 2002, to Employment Agreement, dated as of
November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(12)10.8(e)
    
    
    
    Fifth Amendment, dated as of April 30, 2003, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(15)10.8(f)
    
    
    
    Sixth Amendment, dated as of April 4, 2005, to Employment Agreement, dated as of
November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(20)10.8(g)
    
    
    
    Seventh Amendment, dated as of April 5, 2006, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(22)10.8(h)
    
    
    
    Eighth Amendment, dated as of April 13, 2007, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(27)10.8(i)
    
    
    
    Ninth Amendment, dated as of April 9, 2008, to Employment Agreement, dated as of
November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(30)10.9
    
    
    
    Employment Agreement, dated as of December 21, 1999, by and between R. Neal
Black and Jos. A. Bank Clothiers, Inc.*(8)10.9(a)
    
    
    
    First Amendment, dated as of March 16, 2001, to Employment Agreement, dated as
of December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers,
Inc.*(9)10.9(b)
    
    
    
    Second Amendment, dated as of April 15, 2002, to Employment Agreement, dated as
of December 21, 1999, by and between Neal Black and Jos. A. Bank Clothiers,
Inc.*(11)10.9(c)
    
    
    
    Third Amendment, dated as of May 29, 2002, to Employment Agreement, dated as of
December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers,
Inc.*(12)




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##### Table of Contents



10.9(d)
    
    
    
    Fourth Amendment, dated as of April 30, 2003, to Employment Agreement, dated as
of December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers,
Inc.*(15)10.9(e)
    
    
    
    Fifth Amendment, dated as of April 4, 2005 to Employment Agreement, dated as of
December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers,
Inc.*(20)10.9(f)
    
    
    
    Sixth Amendment, dated as of April 5, 2006 to Employment Agreement, dated as of
December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers,
Inc.*(22)10.9(g)
    
    
    
    Seventh Amendment, dated as of April 13, 2007 to Employment Agreement, dated as
of December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers,
Inc.*(27)10.9(h)
    
    
    
    Eighth Amendment, dated as of April 9, 2008 to Employment Agreement, dated as of
December 21, 1999, by and between R. Neal Black and Jos. A. Bank Clothiers,
Inc.*(30)10.10
    
    
    
    Employment offer letter, dated November 20, 2000, from Jos. A. Bank Clothiers,
Inc. to Jerry DeBoer.*(9)10.10(a)
    
    
    
    Written description of 2008 base salary for Jerry DeBoer.*(30)10.11
    
    
    
    Employment offer letter, dated September 18, 2000, from Jos. A. Bank Clothiers,
Inc. to Gary Merry.*(12)10.11(a)
    
    
    
    Written description of 2008 base salary for Gary Merry.*(30)10.12
    
    
    
    2002 Long-Term Incentive Plan.*(14)10.13
    
    
    
    Form of stock option agreement under the 2002 Long-Term Incentive Plan.*(20)10.14
    
    
    
    Collective Bargaining Agreement, dated March 1, 2006, by and between Joseph A.
Bank Mfg. Co., Inc. and UNITE HERE MID-ATLANTIC REGIONAL JOINT BOARD.*(25)10.15
    
    
    
    Description of management bonus plans.*(30)21.1
    
    
    
    Company subsidiaries.*(21)23.1
    
    
    
    Consent of Deloitte & Touche LLP.*(30)31.1
    
    
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*(30)31.2
    
    
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*(30)32.1
    
    
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*(30)32.2
    
    
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*(30)
 
 *(1)
    
    Incorporated by reference to the Companys Registration Statement on Form
S-1 filed May 3, 1994.*(2)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 3, 1996.*(3)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 1, 1997.*(4)
    
    Incorporated by reference to the Companys Form 8-K dated September 22, 1997.*(5)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 31, 1998.*(6)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 30, 1999.*(7)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended October 30, 1999.




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##### Table of Contents



*(8)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 29, 2000.*(9)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 3, 2001.*(10)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended May 5, 2001.*(11)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 2, 2002.*(12)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended May 4, 2002.*(13)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
May 8, 2002.*(14)
    
    Incorporated by reference to the Companys Definitive Proxy Statement on
Schedule 14(A) filed May 20, 2002.*(15)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 1, 2003.*(16)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended November 1, 2003*(17)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 31, 2004.*(18)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
April 20, 2004.*(19)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
May 14, 2004.*(20)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
April 7, 2005.*(21)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 29, 2005.*(22)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
April 6, 2006.*(23)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 28, 2006.*(24)
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended April 29, 2006.*(25)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
May 4, 2006.*(26)
    
    Incorporated by reference to Amendment No. 1 to the Companys Quarterly
Report on Form 10-Q for the quarter ended July 29, 2006.*(27)
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 3, 2007.*(28)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 6, 2007.*(29)
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 20, 2007.*(30)
    
    Filed herewith.
    
    Exhibit represents a management contract or compensatory plan or arrangement.