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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 January 30, 2010 (Fiscal year 2009).
 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
    
    36-3189198(State of Incorporation)
    
    (I.R.S. Employer Identification No.)500 Hanover Pike, Hampstead, MD
    
    21074(Address of principal executive offices)
    
    (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 Global Select Stock Market LLC
   o þ
  o þ
  þ o
  o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o
  o þ




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TABLE OF CONTENTS  PART IItem 1. BUSINESSItem 1A. RISK FACTORSItem 1B. UNRESOLVED STAFF COMMENTSItem 2. PROPERTIESItem 3. LEGAL PROCEEDINGSPART 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(c)Exhibit 10.5(a)Exhibit 10.8(e)Exhibit 10.11(b)Exhibit 10.14Exhibit 10.16(a)Exhibit 10.17Exhibit 10.18Exhibit 10.19Exhibit 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
   
 
 PART I
 
 
 Item 1. BUSINESS
 General
    1




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Fiscal 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, 2009Fiscal year 2009
    
    January 30, 2010Fiscal year 2010
    
    January 29, 2011
  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;
 
    
    further developing its multi-channel retailing concept by opening more stores and
enhancing direct selling through the catalog and Internet operations, 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 further developing the Three Levels of
Luxury and continuing to add innovative new products; and
 
    
    increasing its product design and development capabilities while eliminating middlemen
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
    
    
    5Arkansas
    
    
    4California
    
    
    32Colorado
    
    
    9Connecticut
    
    
    13Delaware
    
    
    1Florida
    
    
    34Georgia(a)(b)
    
    
    22Idaho
    
    
    1Illinois(a)
    
    
    28Indiana
    
    
    9Iowa
    
    
    3Kansas
    
    
    3Kentucky
    
    
    4Louisiana(a)
    
    
    6Maryland(b)
    
    
    20Massachusetts
    
    
    14Michigan
    
    
    13Minnesota
    
    
    5Mississippi(a)
    
    
    2Missouri
    
    
    7Nebraska
    
    
    2Nevada
    
    
    3New Hampshire
    
    
    1New Jersey
    
    
    26New Mexico
    
    
    1New York
    
    
    19North Carolina(a)
    
    
    20Ohio
    
    
    21Oklahoma
    
    
    4Pennsylvania(b)
    
    
    26Rhode Island
    
    
    2South Carolina(a)
    
    
    10South Dakota
    
    
    1Tennessee(a)
    
    
    10Texas
    
    
    46Utah
    
    
    2Virginia(b)
    
    
    21Washington
    
    
    3Washington, D.C.
    
    
    4West Virginia
    
    
    1Wisconsin
    
    
    6Total
    
    
    473
 
 (a)
    
    Includes one or more franchise stores(b)
    
    Includes one or more outlet stores 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
Program.
 Apparel Incentive Program.
 Distribution
   Management Information Systems
   8




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Competition
  Trademarks
 ® ® ® ® ® ®
  Seasonality
  Employees
   9




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Available Information
  
 
 Item 1A. RISK FACTORS
  If we are not able to continue profitably opening new stores due to general economic conditions or
otherwise, our growth may be adversely affected.
     10




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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 value for our customers; and
 
    
    providing strong and effective marketing support.
  Our business is tied to consumer spending for discretionary items and negative changes to consumer
confidence and other recessionary pressures brought on by, among other things, general economic
conditions, could have an adverse affect on our business.
   Tight credit markets may have a negative effect on our business.
   11




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Our cash investment strategies may have a negative effect on our business.
  Our success is dependent 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 .
 .
  12




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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 strikes and other work stoppages
and 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, including
delays or disruptions due to security considerations;
 
    
    volatile fuel supplies and costs; and
 
    
    the devaluation of the U.S. dollar against the foreign currencies of our suppliers
countries which could adversely affect our product costs.
  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.
   13




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Our success depends, in part, on the volume of traffic in the retail centers in which our stores
are located and the availability of suitable lease space.
   Our dependence on third party delivery services exposes us to business interruptions and service
issues that are beyond our control.
  Our dependence on our two distribution centers exposes us to the risk of a substantial disruption
to our business.
  Our business could be adversely affected by increased paper, printing and mailing costs.
   14




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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 the maintenance of our information systems and our use of
consumer information.
    15




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Our business has become increasingly dependent on promotional activity and a strong holiday season.
  We will face a number of risks if we pursue growth by acquisitions or other strategic
opportunities.
  Our stock price has fluctuated substantially in the past and may continue to do so.
  
    
    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.
  Rights of our stockholders may be negatively affected if we issue any of the shares of preferred
stock which are authorized and available for issuance under our restated certificate of
incorporation.
   16




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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
  Location
    
    Gross Square Feet
    
    Owned/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
    
    Offices,
distribution
center, catalog and
Internet order and
fulfillment (Lease
expires September
30, 2014, with
option to renew
through September
30, 2019)Hampstead, Maryland
    
    
    126,000
    
    
    Leased
    
    Offices,
distribution
center, catalog and
Internet order and
fulfillment (Lease
expires January 31,
2013 with options
to renew through
September 30, 2019)
   
 
 Item 3. LEGAL PROCEEDINGS
   17




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18




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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 2010 (through March 24, 2010)
    
    $
    51.81
    
    
    $
    39.50
 Fiscal Year 2008
    
    
    Fiscal Year 2009High
    
    
    Low
    
    
    High
    
    
    Low1st Quarter
    
    $
    27.74
    
    
    $
    18.81
    
    
    $
    42.50
    
    
    $
    19.612nd Quarter
    
    
    32.68
    
    
    
    21.63
    
    
    
    42.46
    
    
    
    29.503rd Quarter
    
    
    41.71
    
    
    
    21.20
    
    
    
    48.92
    
    
    
    34.884th Quarter
    
    
    31.49
    
    
    
    15.38
    
    
    
    45.61
    
    
    
    38.68
  Holders of Record of Common Stock
  Dividend Policy
   19




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Performance Graph
  
 Total Return
    
    
    Total ReturnIndex
    
    
    IndexJos. A. Bank
    
    
    NASDAQ
    
    
    NASDAQClothiers,
    
    
    Stock Market
    
    
    Retail TradeInc.
    
    
    (U.S.)
    
    
    StocksJanuary 28, 2005
    
    $
    100.00
    
    
    $
    100.00
    
    
    $
    100.00January 27, 2006
    
    $
    175.90
    
    
    $
    113.91
    
    
    $
    108.45February 2, 2007
    
    $
    137.16
    
    
    $
    122.76
    
    
    $
    119.15February 1, 2008
    
    $
    119.41
    
    
    $
    118.56
    
    
    $
    105.49January 30, 2009
    
    $
    120.33
    
    
    $
    58.34
    
    
    $
    67.84January 29, 2010
    
    $
    183.65
    
    
    $
    84.40
    
    
    $
    100.67
   20




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Item 6. SELECTED CONSOLIDATED FINANCIAL DATA
  Fiscal Year2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009(In thousands, except per share information and stores)Consolidated Statements of Income Information:Net sales
    
    $
    464,633
    
    
    $
    546,385
    
    
    $
    604,010
    
    
    $
    695,908
    
    
    $
    770,316Cost of goods sold
    
    
    177,006
    
    
    
    207,947
    
    
    
    225,364
    
    
    
    264,954
    
    
    
    298,193Gross profit
    
    
    287,627
    
    
    
    338,438
    
    
    
    378,646
    
    
    
    430,954
    
    
    
    472,123Operating expenses:Sales and marketing
    
    
    179,902
    
    
    
    212,890
    
    
    
    242,655
    
    
    
    277,354
    
    
    
    293,663General and administrative
    
    
    45,930
    
    
    
    52,453
    
    
    
    53,240
    
    
    
    58,111
    
    
    
    61,057Total operating expenses
    
    
    225,832
    
    
    
    265,343
    
    
    
    295,895
    
    
    
    335,465
    
    
    
    354,720Operating income
    
    
    61,795
    
    
    
    73,095
    
    
    
    82,751
    
    
    
    95,489
    
    
    
    117,403Total other income (expense)
    
    
    (1,794
    )
    
    
    (938
    )
    
    
    1,582
    
    
    
    477
    
    
    
    (20
    )Income before provision for income taxes
    
    
    60,001
    
    
    
    72,157
    
    
    
    84,333
    
    
    
    95,966
    
    
    
    117,383Provision for income taxes
    
    
    24,751
    
    
    
    28,935
    
    
    
    34,165
    
    
    
    37,558
    
    
    
    46,228Net income
    
    $
    35,250
    
    
    $
    43,222
    
    
    $
    50,168
    
    
    $
    58,408
    
    
    $
    71,155Per share informationdiluted(a):Net income per share
    
    $
    1.95
    
    
    $
    2.36
    
    
    $
    2.72
    
    
    $
    3.17
    
    
    $
    3.84Diluted weighted average number of shares
outstanding(a)
    
    
    18,031
    
    
    
    18,342
    
    
    
    18,420
    
    
    
    18,445
    
    
    
    18,523Balance Sheet Information (as of end of fiscal year):Cash and cash equivalents
    
    $
    7,344
    
    
    $
    43,080
    
    
    $
    82,082
    
    
    $
    122,875
    
    
    $
    21,853Short-term investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    169,736Working capital
    
    
    96,856
    
    
    
    136,562
    
    
    
    187,134
    
    
    
    246,127
    
    
    
    323,260Total assets
    
    
    304,832
    
    
    
    368,392
    
    
    
    440,098
    
    
    
    491,366
    
    
    
    556,364Revolving and term debt
    
    
    5,797
    
    
    
    412
    
    
    
    
    
    
    
    
    
    
    
    -Total noncurrent liabilities (including debt)
    
    
    44,595
    
    
    
    46,416
    
    
    
    52,712
    
    
    
    58,383
    
    
    
    54,509Stockholders equity
    
    
    153,800
    
    
    
    208,234
    
    
    
    261,165
    
    
    
    321,813
    
    
    
    393,310Other Data (as of end of fiscal year):Number of stores(b)
    
    
    324
    
    
    
    376
    
    
    
    422
    
    
    
    460
    
    
    
    473
 
 (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
  
    
    10.7% increase in net sales, driven by a 10.6% sales increase in the Stores segment and
a 12.2% increase in the Direct Marketing segment sales, with overall gross profit margins
decreasing by 60 basis points;
 
    
    6.3% increase in comparable store sales;
 
    
    180 basis point decrease in sales and marketing costs as a percentage of sales driven
primarily by the leveraging of occupancy costs, payroll costs, other variable selling costs
and advertising and marketing costs; and
 
    
    50 basis point decrease in general and administrative costs as a percentage of sales as
the Company was able to leverage its corporate costs during the year.
        22




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




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Recently Issued Accounting Standards
     24




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Results of Operations
  Percentage of Net SalesFiscal Year2007
    
    
    2008
    
    
    2009Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    37.3
    
    
    
    38.1
    
    
    
    38.7Gross profit
    
    
    62.7
    
    
    
    61.9
    
    
    
    61.3Sales and marketing expenses
    
    
    40.2
    
    
    
    39.9
    
    
    
    38.1General and administrative expenses
    
    
    8.8
    
    
    
    8.4
    
    
    
    7.9Total operating expenses
    
    
    49.0
    
    
    
    48.2
    
    
    
    46.0Operating income
    
    
    13.7
    
    
    
    13.7
    
    
    
    15.2Total other income (expense)
    
    
    0.3
    
    
    
    0.1
    
    
    
    Income before provision for income taxes
    
    
    14.0
    
    
    
    13.8
    
    
    
    15.2Provision for income taxes
    
    
    5.7
    
    
    
    5.4
    
    
    
    6.0Net income
    
    
    8.3
    %
    
    
    8.4
    %
    
    
    9.2
    %
 Fiscal Year 2009 Compared to Fiscal Year 2008
 Net Sales
   25




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Fiscal Year 2008
    
    
    Fiscal Year 2009Square
    
    
    
    
    
    
    SquareStores
    
    
    Feet*
    
    
    Stores
    
    
    Feet*Stores open at the beginning of
the year
    
    
    422
    
    
    
    1,935
    
    
    
    460
    
    
    
    2,091Stores opened
    
    
    40
    
    
    
    164
    
    
    
    14
    
    
    
    45Stores closed
    
    
    (2
    )
    
    
    (8
    )
    
    
    (1
    )
    
    
    (5
    )Stores open at the end of the year
    
    
    460
    
    
    
    2,091
    
    
    
    473
    
    
    
    2,131
 
 *
    
    Square feet are presented in thousands and exclude the square footage of the Companys
franchise stores. Square feet include a net decrease of 11 square feet in fiscal year 2009 due
to relocations or renovations in several stores. Gross Profit
  Sales and Marketing Expenses .
  26




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General and Administrative Expenses
  Other Income (Expense)
 Income Taxes
 Fiscal Year 2008 Compared to Fiscal Year 2007
 Net Sales
  Fiscal Year 2007
    
    
    Fiscal Year 2008Square
    
    
    
    
    
    
    SquareStores
    
    
    Feet*
    
    
    Stores
    
    
    Feet*Stores open at the beginning of the year
    
    
    376
    
    
    
    1,745
    
    
    
    422
    
    
    
    1,935Stores opened
    
    
    48
    
    
    
    206
    
    
    
    40
    
    
    
    164Stores closed
    
    
    (2
    )
    
    
    (16
    )
    
    
    (2
    )
    
    
    (8
    )Stores open at the end of the year
    
    
    422
    
    
    
    1,935
    
    
    
    460
    
    
    
    2,091
 
 *
    
    Square feet are presented in thousands and exclude the square footage of the Companys
franchise stores. Square feet include a net increase of 6 square feet in fiscal year 2007 due
to relocations or renovations in several stores.
   27




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Gross Profit
 Sales and Marketing Expenses
 General and Administrative Expenses
  Interest Income (Expense)
 Income Taxes
 Liquidity and Capital Resources
    28




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Fiscal Year2007
    
    
    2008
    
    
    2009Cash provided by (used in):Operating activities
    
    $
    63,712
    
    
    $
    73,540
    
    
    $
    84,748Investing activities (Including
$169,736 of short-term
investment purchases in fiscal
year 2009)
    
    
    (27,401
    )
    
    
    (34,908
    )
    
    
    (186,069
    )Financing activities
    
    
    2,691
    
    
    
    2,161
    
    
    
    299Net increase (decrease) in cash
and cash equivalents
    
    $
    39,002
    
    
    $
    40,793
    
    
    $
    (101,022
    )
      29




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Amounts
    
    
    Amounts
    
    
    AmountsCollected
    
    
    Collected in
    
    
    OutstandingNegotiated
    
    
    in Fiscal
    
    
    Fiscal Year
    
    
    January 31,Amounts
    
    
    Year 2008
    
    
    2009
    
    
    2010(in thousands)Fiscal Year 2008 Store Openings (40 Stores)
    
    $
    10,513
    
    
    $
    6,373
    
    
    $
    3,901
    
    
    $
    239Fiscal Year 2009 Store Openings (14 Stores)
    
    
    2,829
    
    
    
    
    
    
    
    2,170
    
    
    
    659$
    13,342
    
    
    $
    6,373
    
    
    $
    6,071
    
    
    $
    898
   Off-Balance Sheet Arrangements
 Disclosures about Contractual Obligations and Commercial Commitments
   30




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Payments Due by Fiscal Year (in thousands)2010
    
    
    2011-2013
    
    
    2014-2015
    
    
    Beyond 2015
    
    
    Total (d)Operating leases (a) (b)
    
    $
    57,931
    
    
    $
    158,586
    
    
    $
    70,144
    
    
    $
    54,023
    
    
    $
    340,684Related Party Agreement (c)
    
    
    825
    
    
    
    825
    
    
    
    
    
    
    
    
    
    
    
    1,650License agreement (e)
    
    
    165
    
    
    
    495
    
    
    
    330
    
    
    
    
    
    
    
    990
 
 (a)
    
    Includes various lease agreements for stores to be opened and equipment placed in service
subsequent to January 30, 2010. (see Note 9 to the Consolidated Financial Statements).(b)
    
    Excludes contingent rent and other lease costs.(c)
    
    Related to consulting agreement with the Companys current Chairman of the Board to consult
on matters of strategic planning and initiatives (see Note 13 in the Consolidated Financial
Statements).(d)
    
    Obligations related to unrecognized tax benefits and related penalties and interest of $0.8
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)
    
    Related to an agreement with David Leadbetter, a golf professional, which allows the Company
to produce golf and other apparel under his name. 
 
 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.
  31




---



##### Table of Contents



Disclosure Controls and Procedures
  Managements Annual Report on Internal Control over Financial Reporting Internal Control-Integrated Framework
 Changes in Internal Control over Financial Reporting
 Attestation Report of the Registered Public Accounting Firm
  32




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal
Control  Integrated Framework
    Internal Control
 Integrated Framework
   
  33




---



##### Table of Contents



Item 9B. OTHER INFORMATION
 2009 Cash Incentive Program
    Approval of Deferred Compensation and Equity Incentive Plans
  Deferred
Compensation Plan.
     34




---



##### Table of Contents



Equity
Incentive Plan.
 
    
    restricted stock units;
 
    
    restricted stock;
 
    
    stock options (including options intended to be incentive stock options within the
meaning of Section 422 of the Internal Revenue Code);
 
    
    stock appreciation rights; and
 
    
    other stock- or cash-based awards, which may include performance-based awards intended
to comply with the requirements of Section 162(m) of the Internal Revenue Code.
   2010 Cash Incentive Program
   35




---



##### Table of Contents



Modification of the Management Incentive Plan
  
 
 PART III
 
 
 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    36




---



##### Table of Contents



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
  
 
 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  
 
 PART IV
 
 
 Item 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
 (a)
    
    (1) List of Financial Statements
  PageReport of Independent Registered Public Accounting Firm
    
    
    F-1Consolidated Balance Sheets as of January 31, 2009 and January 30, 2010
    
    
    F-2Consolidated Statements of Income for the Years Ended February 2,
2008, January 31, 2009 and January 30, 2010
    
    
    F-3Consolidated Statements of Stockholders Equity for the Years Ended
February 2, 2008, January 31, 2009 and January 30, 2010
    
    
    F-4Consolidated Statements of Cash Flows for the Years Ended February 2,
2008, January 31, 2009 and January 30, 2010
    
    
    F-5Notes to Consolidated Financial Statements
    
    
    F-6
  37




---



##### Table of Contents



(a)
    
    (2) List of Financial Statement Schedules
  (a)
    
    (3) 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.*(13)3.2
    
    
    
    
    Amended and Restated By-Laws of the Company as of April 15, 2003.*(7)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).*(14)4.3
    
    
    
    
    Certificate Eliminating Reference to Series A Preferred Stock from Restated
Certificate of Incorporation of Company.*(15)4.4
    
    
    
    
    Certificate of Designation of Series A Junior Participating Preferred Stock.*(15)10.1
    
    
    
    
    1994 Incentive Plan.*(1)10.1(a)
    
    
    
    
    Amendments, dated as of October 6, 1997, to Incentive Plan.*(2)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.*(8)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.*(11)10.3
    
    
    
    
    Amended and Restated Employment Agreement, dated as of May 15, 2002, between David
E. Ullman and Jos. A. Bank Clothiers, Inc.*(5)10.3(a)
    
    
    
    
    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.*(16)10.3(b)
    
    
    
    
    Sixth Amendment, dated as of April 7, 2009, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(19)10.3(c)
    
    
    
    
    Seventh Amendment, dated as of March 30, 2010, 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)10.4
    
    
    
    
    Jos. A. Bank Clothiers, Inc. Nonqualified Deferred Compensation Trust Agreement,
dated January 20, 2004.*(10)10.5
    
    
    
    
    Employment Agreement, dated as of January 30, 2009, between James W. Thorne and
Jos. A. Bank Clothiers, Inc.*(19)10.5(a)
    
    
    
    
    Employment Agreement, dated as of March 30, 2010, between James W. Thorne and Jos.
A. Bank Clothiers, Inc.*(22)10.6
    
    
    
    
    Amended and Restated Employment Agreement, dated May 15, 2002, by and between
Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(5)10.6(a)
    
    
    
    
    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.*(16)10.6(b)
    
    
    
    
    Sixth Amendment, dated as of April 7, 2009, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A.
Bank Clothiers, Inc.*(19)
  38




---



##### Table of Contents



10.7
    
    
    
    
    Employment Agreement, dated as of November 1, 1999, between Robert N. Wildrick and
Jos. A. Bank Clothiers, Inc.*(3)10.7(a)
    
    
    
    
    Fourth Amendment, dated as of September 9, 2008, to Employment Agreement, dated as
of November 1, 1999, by and between Robert N. Wildrick and Jos. A. Bank Clothiers,
Inc.*(18)10.7(b)
    
    
    
    
    Consulting Agreement, dated as of September 9, 2008, between Robert N. Wildrick and
Jos. A. Bank Clothiers, Inc.*(18)10.8
    
    
    
    
    Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley
and Jos. A. Bank Clothiers, Inc.*(3)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.*(4)10.8(b)
    
    
    
    
    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.*(5)10.8(c)
    
    
    
    
    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.*(16)10.8(d)
    
    
    
    
    Tenth Amendment, dated as of April 7, 2009, to Employment Agreement, dated as of
November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(19)10.8(e)
    
    
    
    
    Eleventh Amendment, dated as of March 30, 2010, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(22)10.9
    
    
    
    
    Employment Agreement, dated as of September 9, 2008, by and between R. Neal Black
and Jos. A. Bank Clothiers, Inc.*(18)10.10
    
    
    
    
    Employment offer letter, dated November 20, 2000, from Jos. A. Bank Clothiers, Inc.
to Jerry DeBoer.*(4)10.10(a)
    
    
    
    
    Written description of 2008 base salary for Jerry DeBoer.*(16)10.11
    
    
    
    
    Employment Agreement, dated as of June 3, 2008, between Gary Merry and Jos. A. Bank
Clothiers, Inc.*(17)10.11(a)
    
    
    
    
    First Amendment, dated as of April 7, 2009 to Employment Agreement, dated as of
June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(19)10.11(b)
    
    
    
    
    Second Amendment, dated as of March 30, 2010 to Employment Agreement, dated as of
June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(22)10.12
    
    
    
    
    2002 Long-Term Incentive Plan.*(6)10.13
    
    
    
    
    Form of stock option agreement under the 2002 Long-Term Incentive Plan.*(9)10.14
    
    
    
    
    Collective Bargaining Agreement, dated March 1, 2009, by and between Joseph A. Bank
Mfg. Co., Inc. and Mid-Atlantic Regional Joint Board, Local 806.*(22)10.15
    
    
    
    
    Form of Officer and Director Indemnification Agreement.*(21)10.15(a)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and Robert N. Wildrick.*(21)10.15(b)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and Andrew A. Giordano.*(21)10.15(c)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and R. Neal Black.*(21)10.15(d)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and James H. Ferstl.*(21)10.15(e)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and Gary S. Gladstein.*(21)
  39




---



##### Table of Contents



10.15(f)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and William E. Herron.*(21)10.15(g)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and Henry Homes, III.*(21)10.15(h)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and Sidney H. Ritman.*(21)10.15(i)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and David E. Ullman.*(21)10.16
    
    
    
    
    JoS. A. Bank Clothiers, Inc. Executive Management Incentive Plan.*(20)10.16(a)
    
    
    
    
    Amendment to JoS. A. Bank Clothiers, Inc. Executive Management Incentive Plan.*(22)10.17
    
    
    
    
    JoS. A. Bank Clothiers, Inc. 2010 Deferred Compensation Plan.*(22)10.18
    
    
    
    
    JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan.*(22)10.19
    
    
    
    
    Summary of 2009 Cash and 2010 Cash Incentive Programs.*(22)21.1
    
    
    
    
    Company subsidiaries.*(10)23.1
    
    
    
    
    Consent of Deloitte & Touche LLP.*(22)31.1
    
    
    
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*(22)31.2
    
    
    
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*(22)32.1
    
    
    
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*(22)32.2
    
    
    
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*(22)
 
 *(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 January 31, 1998.*(3)
    
    
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended October 30, 1999.*(4)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 3, 2001.*(5)
    
    
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended May 4, 2002.*(6)
    
    
    
    Incorporated by reference to the Companys Definitive Proxy Statement on
Schedule 14(A) filed May 20, 2002.*(7)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 1, 2003.*(8)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 31, 2004.*(9)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
April 7, 2005.*(10)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 29, 2005.
  40




---



##### Table of Contents



*(11)
    
    
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended April 29, 2006.*(12)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
May 4, 2006.*(13)
    
    
    
    Incorporated by reference to Amendment No. 1 to the Companys Quarterly
Report on Form 10-Q for the quarter ended July 29, 2006.*(14)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 6, 2007.*(15)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 20, 2007.*(16)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 2, 2008.*(17)
    
    
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended May 3, 2008.*(18)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 9, 2008.*(19)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 31, 2009.*(20)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
June 18, 2009.*(21)
    
    
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended August 1, 2009.*(22)
    
    
    
    Filed herewith
    
    
    
    Exhibit represents a management contract or compensatory plan or arrangement.
  41




---



##### 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 JANUARY 31, 2009 AND JANUARY 30, 2010  (In Thousands, Except Share Information)
 January 31, 2009
    
    
    January 30, 2010ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    122,875
    
    
    $
    21,853Short-term investments
    
    
    
    
    
    
    169,736Accounts receivable, net
    
    
    7,404
    
    
    
    5,860Inventories
    
    
    209,242
    
    
    
    218,321Prepaid expenses and other current assets
    
    
    17,776
    
    
    
    16,035Total current assets
    
    
    357,297
    
    
    
    431,805NONCURRENT ASSETS:Property, plant and equipment, net
    
    
    133,588
    
    
    
    124,139Other noncurrent assets
    
    
    481
    
    
    
    420Total assets
    
    $
    491,366
    
    
    $
    556,364LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    29,774
    
    
    $
    18,225Accrued expenses
    
    
    74,792
    
    
    
    85,256Deferred tax liability  current
    
    
    6,604
    
    
    
    5,064Total current liabilities
    
    
    111,170
    
    
    
    108,545NONCURRENT LIABILITIES:Long-term debt
    
    
    
    
    
    
    Deferred rent
    
    
    54,743
    
    
    
    51,853Deferred tax liability  noncurrent
    
    
    2,605
    
    
    
    1,608Other noncurrent liabilities
    
    
    1,035
    
    
    
    1,048Total liabilities
    
    
    169,553
    
    
    
    163,054COMMITMENTS 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, 18,290,977 issued and
outstanding at January 31, 2009 and
18,351,162 issued and outstanding at
January 30, 2010
    
    
    182
    
    
    
    183Additional paid-in capital
    
    
    82,951
    
    
    
    83,249Retained earnings
    
    
    238,668
    
    
    
    309,823Accumulated other comprehensive gains
    
    
    12
    
    
    
    55Total stockholders equity
    
    
    321,813
    
    
    
    393,310Total liabilities and stockholders equity
    
    $
    491,366
    
    
    $
    556,364
   F-2




---



##### Table of Contents



JOS. A. BANK CLOTHIERS, INC.
 
 CONSOLIDATED STATEMENTS OF INCOME  FOR THE YEARS ENDED FEBRUARY 2, 2008, JANUARY 31, 2009 AND JANUARY 30, 2010  (In Thousands, Except Per Share Information)
 Fiscal Year2007
    
    
    2008
    
    
    2009NET SALES
    
    $
    604,010
    
    
    $
    695,908
    
    
    $
    770,316Cost of goods sold
    
    
    225,364
    
    
    
    264,954
    
    
    
    298,193GROSS PROFIT
    
    
    378,646
    
    
    
    430,954
    
    
    
    472,123OPERATING EXPENSES:Sales and marketing,
including occupancy costs
    
    
    242,655
    
    
    
    277,354
    
    
    
    293,663General and administrative
    
    
    53,240
    
    
    
    58,111
    
    
    
    61,057Total operating expenses
    
    
    295,895
    
    
    
    335,465
    
    
    
    354,720OPERATING INCOME
    
    
    82,751
    
    
    
    95,489
    
    
    
    117,403OTHER INCOME (EXPENSE):Interest income
    
    
    1,937
    
    
    
    856
    
    
    
    375Interest expense
    
    
    (355
    )
    
    
    (379
    )
    
    
    (395
    )Total other income (expense)
    
    
    1,582
    
    
    
    477
    
    
    
    (20
    )Income before provision for income taxes
    
    
    84,333
    
    
    
    95,966
    
    
    
    117,383Provision for income taxes
    
    
    34,165
    
    
    
    37,558
    
    
    
    46,228NET INCOME
    
    $
    50,168
    
    
    $
    58,408
    
    
    $
    71,155PER SHARE INFORMATIONEarnings per share:Basic
    
    $
    2.77
    
    
    $
    3.21
    
    
    $
    3.89Diluted
    
    $
    2.72
    
    
    $
    3.17
    
    
    $
    3.84Weighted average shares outstanding:Basic
    
    
    18,128
    
    
    
    18,214
    
    
    
    18,301Diluted
    
    
    18,420
    
    
    
    18,445
    
    
    
    18,523
   F-3




---



##### Table of Contents



JOS. A. BANK CLOTHIERS, INC.
 
 CONSOLIDATED STATEMENTS OF  STOCKHOLDERS EQUITY  FOR THE YEARS ENDED FEBRUARY 2, 2008, JANUARY 31, 2009 AND JANUARY 30, 2010  (In Thousands, Except Share Information)
 AccumulatedAdditional
    
    
    
    
    
    
    other
    
    
    TotalShares of
    
    
    Common
    
    
    paid-in
    
    
    Retained
    
    
    comprehensive
    
    
    stockholderscommon stock
    
    
    stock
    
    
    capital
    
    
    earnings
    
    
    (losses) gains
    
    
    equityBALANCE, 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
    )
    
    
    261,165Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,408
    
    
    
    
    
    
    
    58,408Adjustment to
minimum pension
liability, net of
tax effect of $50
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79
    
    
    
    79Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,487Issuance of common
stock pursuant to
Incentive Option
Plan
    
    
    111,606
    
    
    
    1
    
    
    
    1,535
    
    
    
    
    
    
    
    
    
    
    
    1,536Income tax benefit
from exercise of
non-qualified stock
options
    
    
    
    
    
    
    
    
    
    
    625
    
    
    
    
    
    
    
    
    
    
    
    625BALANCE, JANUARY
31, 2009
    
    
    18,290,977
    
    
    
    182
    
    
    
    82,951
    
    
    
    238,668
    
    
    
    12
    
    
    
    321,813Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,155
    
    
    
    
    
    
    
    71,155Adjustment to
minimum pension
liability, net of
tax effect of $30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43
    
    
    
    43Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,198Issuance of common
stock pursuant to
Incentive Option
Plan
    
    
    60,185
    
    
    
    1
    
    
    
    233
    
    
    
    
    
    
    
    
    
    
    
    234Income tax benefit
from exercise of
non-qualified stock
options
    
    
    
    
    
    
    
    
    
    
    65
    
    
    
    
    
    
    
    
    
    
    
    65BALANCE, JANUARY
30, 2010
    
    
    18,351,162
    
    
    $
    183
    
    
    $
    83,249
    
    
    $
    309,823
    
    
    $
    55
    
    
    $
    393,310
   F-4




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##### Table of Contents



JOS. A. BANK CLOTHIERS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  FOR THE YEARS ENDED FEBRUARY 2, 2008, JANUARY 31, 2009 AND JANUARY 30, 2010  (In Thousands)
 Fiscal Year2007
    
    
    2008
    
    
    2009CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    50,168
    
    
    $
    58,408
    
    
    $
    71,155Adjustments to reconcile net income to net cash provided by operating activities:Increase (decrease) in deferred taxes
    
    
    (3,150
    )
    
    
    1,311
    
    
    
    (2,537
    )Depreciation and amortization
    
    
    18,477
    
    
    
    20,609
    
    
    
    22,382Loss on disposition of assets
    
    
    281
    
    
    
    279
    
    
    
    160Asset impairment charges
    
    
    833
    
    
    
    1,240
    
    
    
    1,554Non-cash recognition of state grant
    
    
    (485
    )
    
    
    
    
    
    
    Changes in assets and liabilities:(Increase) decrease in accounts receivable
    
    
    (662
    )
    
    
    (1,549
    )
    
    
    1,544Increase in inventories
    
    
    (23,354
    )
    
    
    (2,417
    )
    
    
    (9,079
    )(Increase) decrease in prepaids and other current assets
    
    
    (10
    )
    
    
    817
    
    
    
    1,741Decrease in non-current assets
    
    
    27
    
    
    
    27
    
    
    
    61Increase (decrease) in accounts payable
    
    
    5,700
    
    
    
    (17,609
    )
    
    
    (11,549
    )Increase in accrued expenses
    
    
    7,602
    
    
    
    8,018
    
    
    
    12,120Increase (decrease) in deferred rent
    
    
    8,132
    
    
    
    4,558
    
    
    
    (2,890
    )Increase (decrease) in other noncurrent liabilities
    
    
    153
    
    
    
    (152
    )
    
    
    86Net cash provided by operating activities
    
    
    63,712
    
    
    
    73,540
    
    
    
    84,748CASH FLOWS USED FOR INVESTING ACTIVITIES:Payments for capital expenditures
    
    
    (27,696
    )
    
    
    (35,105
    )
    
    
    (16,333
    )Proceeds from disposal of assets
    
    
    295
    
    
    
    197
    
    
    
    Purchases of short-term investments
    
    
    
    
    
    
    
    
    
    
    (169,736
    )Net cash used for investing activities
    
    
    (27,401
    )
    
    
    (34,908
    )
    
    
    (186,069
    )CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings under revolving loan agreement
    
    
    
    
    
    
    
    
    
    
    Repayment of borrowings under revolving loan agreement
    
    
    
    
    
    
    
    
    
    
    Income tax benefit from exercise of non-qualified stock
options
    
    
    822
    
    
    
    625
    
    
    
    65Proceeds from issuance of common stock
    
    
    1,869
    
    
    
    1,536
    
    
    
    234Net cash provided by financing activities
    
    
    2,691
    
    
    
    2,161
    
    
    
    299Net increase (decrease) in cash and cash equivalents
    
    
    39,002
    
    
    
    40,793
    
    
    
    (101,022
    )CASH AND CASH EQUIVALENTS, beginning of year
    
    
    43,080
    
    
    
    82,082
    
    
    
    122,875CASH AND CASH EQUIVALENTS, end of year
    
    $
    82,082
    
    
    $
    122,875
    
    
    $
    21,853
   F-5




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##### Table of Contents



JOS. A. BANK CLOTHIERS, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Amounts in Thousands, Except Per Share Amounts or as Otherwise Noted)
 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 Description of Business
 Principles of Consolidation
 Fiscal Year
 Seasonality
 Use of Estimates
 Cash and Cash Equivalents
 Short-term investments
 Supplemental Cash Flow Information
 Fiscal Year2007
    
    
    2008
    
    
    2009Interest paid
    
    $
    318
    
    
    $
    325
    
    
    $
    312Income taxes paid
    
    $
    35,581
    
    
    $
    38,630
    
    
    $
    44,893
  F-6




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##### Table of Contents



Inventories
 Franchise Fees
  Gift Cards and Certificates
 Vendor Rebates
 Landlord Contributions
 Catalog
 Marketing Expenses
 Contingent Rental Expense
  F-7




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##### Table of Contents



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
 Store Opening Costs
  F-8




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##### Table of Contents



Income Taxes
  Earnings Per Share (EPS)
 Fiscal Year2007
    
    
    2008
    
    
    2009Weighted average shares outstanding for
basic EPS
    
    
    18,128
    
    
    
    18,214
    
    
    
    18,301Dilutive effect of stock options
    
    
    292
    
    
    
    231
    
    
    
    222Weighted average shares outstanding for
diluted EPS
    
    
    18,420
    
    
    
    18,445
    
    
    
    18,523
  Performance-Based Incentive Plans
 Healthcare Costs
 Recently Issued Accounting Standards
   F-9




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2. INVENTORIES:
  January 31, 2009
    
    
    January 30, 2010Finished goods, net
    
    $
    199,886
    
    
    $
    209,443Raw materials
    
    
    9,356
    
    
    
    8,878Total inventories, net
    
    $
    209,242
    
    
    $
    218,321
 3. PREPAID EXPENSES AND OTHER CURRENT ASSETS:
  January 31, 2009
    
    
    January 30, 2010Landlord contributions receivable
    
    $
    4,201
    
    
    $
    898Prepaid rents
    
    
    4,351
    
    
    
    4,547Prepaid expenses and other current assets
    
    
    9,224
    
    
    
    10,590Total prepaid expenses and other current assets, net
    
    $
    17,776
    
    
    $
    16,035
 4. PROPERTY, PLANT AND EQUIPMENT:
  January 31, 2009
    
    
    January 30, 2010Land
    
    $
    1,819
    
    
    $
    1,819Buildings and improvements
    
    
    14,608
    
    
    
    14,742Leasehold improvements
    
    
    119,848
    
    
    
    123,297Furniture and fixtures
    
    
    74,077
    
    
    
    78,266Equipment and other
    
    
    41,498
    
    
    
    44,261251,850
    
    
    
    262,385Less: accumulated depreciation and amortization
    
    
    (118,262
    )
    
    
    (138,246
    )Property, plant and equipment, net
    
    $
    133,588
    
    
    $
    124,139
   F-10




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5. ACCRUED EXPENSES:
  January 31, 2009
    
    
    January 30, 2010Accrued compensation and benefits
    
    $
    18,018
    
    
    $
    24,037Gift cards and certificates payable
    
    
    11,538
    
    
    
    13,923Accrued federal and state income tax
    
    
    11,116
    
    
    
    14,858Current portion of deferred rent
    
    
    8,265
    
    
    
    8,896Accrued advertising expenses
    
    
    7,156
    
    
    
    4,335Other accrued expenses
    
    
    18,699
    
    
    
    19,207Total
    
    $
    74,792
    
    
    $
    85,256
  6. LONG-TERM DEBT AND CREDIT AGREEMENT:
     F-11




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##### Table of Contents



7. INCOME TAXES:
  Fiscal Year2007
    
    
    2008
    
    
    2009Federal:Current
    
    $
    31,038
    
    
    $
    30,222
    
    
    $
    40,638Deferred
    
    
    (2,427
    )
    
    
    1,441
    
    
    
    (2,132
    )State:Current
    
    
    6,002
    
    
    
    6,193
    
    
    
    8,158Deferred
    
    
    (448
    )
    
    
    (298
    )
    
    
    (436
    )Provision for income taxes
    
    $
    34,165
    
    
    $
    37,558
    
    
    $
    46,228
  Fiscal Year2007
    
    
    2008
    
    
    2009Computed federal tax provision at
statutory rates
    
    $
    29,517
    
    
    $
    33,588
    
    
    $
    41,084State income taxes, net of federal
income tax effect
    
    
    3,610
    
    
    
    3,832
    
    
    
    5,019Non-deductible compensation
    
    
    1,016
    
    
    
    
    
    
    
    Change in tax reserves
    
    
    (108
    )
    
    
    45
    
    
    
    32Other, net
    
    
    130
    
    
    
    93
    
    
    
    93Provision for income taxes
    
    $
    34,165
    
    
    $
    37,558
    
    
    $
    46,228
  January 31, 2009
    
    
    January 30, 2010Deferred tax assets:Current accrued liabilities and other
    
    $
    4,604
    
    
    $
    5,021Noncurrent lease obligations
    
    
    20,684
    
    
    
    18,494Noncurrent accrued liabilities and other
    
    
    473
    
    
    
    36325,761
    
    
    
    23,878Deferred tax liabilities:Current inventories
    
    
    (9,647
    )
    
    
    (8,393
    )Current prepaid expenses and other current assets
    
    
    (1,561
    )
    
    
    (1,692
    )Noncurrent property, plant and equipment
    
    
    (23,762
    )
    
    
    (20,465
    )(34,970
    )
    
    
    (30,550
    )Net deferred tax liability
    
    $
    (9,209
    )
    
    $
    (6,672
    )
  F-12




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##### Table of Contents



Fiscal Year2008
    
    
    2009Balance at January 31, 2009
    
    $
    709
    
    
    $
    754Increases related to prior year tax positions
    
    
    421
    
    
    
    245Expiration of the statue of limitations for the
assessment of taxes
    
    
    (376
    )
    
    
    (213
    )Balance at January 30, 2010
    
    $
    754
    
    
    $
    786
    8. BENEFIT PLANS
 Defined Benefit Pension & Post-Retirement Plans
   Pension Benefits
    
    
    Postretirement BenefitsFiscal Year
    
    
    Fiscal Year2008
    
    
    2009
    
    
    2008
    
    
    2009Accumulated benefit obligation
    
    $
    792
    
    
    $
    978
    
    
    $
    111
    
    
    $
    111Fair value of plan assets
    
    
    819
    
    
    
    1,137
    
    
    
    
    
    
    
    Funded status
    
    
    27
    
    
    
    159
    
    
    
    (111
    )
    
    
    (111
    )Accrued (prepaid) benefit
cost recognized in the
balance sheets
    
    $
    (27
    )
    
    $
    (159
    )
    
    $
    111
    
    
    $
    111
  F-13




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##### Table of Contents



Profit Sharing Plan
 Deferred Compensation Plan
 9. COMMITMENTS AND CONTINGENCIES:
     F-14




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##### Table of Contents



F-15




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##### Table of Contents



Employment Agreements and Performance-Based Incentive Compensation
 Lease Obligations
  Fiscal Year Ending
    
    AmountJanuary 29, 2011 (Fiscal year 2010)
    
    $
    57,472January 28, 2012 (Fiscal year 2011)
    
    
    55,645February 2, 2013 (Fiscal year 2012)
    
    
    52,961February 1, 2014 (Fiscal year 2013)
    
    
    47,919January 31, 2015 (Fiscal year 2014)
    
    
    39,008Thereafter
    
    
    81,221Total
    
    $
    334,226
    Inventories
 Other
  F-16




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##### Table of Contents



10. INCENTIVE STOCK OPTION AND OTHER EQUITY PLANS:
    Fiscal Year 2007
    
    
    Fiscal Year 2008
    
    
    Fiscal Year 2009Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    
    
    
    
    Exercise
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    Shares
    
    
    Price
    
    
    Shares
    
    
    PriceOutstanding at beginning
of year
    
    
    578
    
    
    $
    11.06
    
    
    
    439
    
    
    $
    10.32
    
    
    
    327
    
    
    $
    9.15Granted
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Exercised
    
    
    (139
    )
    
    $
    13.39
    
    
    
    (112
    )
    
    $
    13.75
    
    
    
    (60
    )
    
    $
    3.89Canceled
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    Outstanding at end of year
    
    
    439
    
    
    $
    10.32
    
    
    
    327
    
    
    $
    9.15
    
    
    
    267
    
    
    $
    10.33
    F-17




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##### Table of Contents



Options Outstanding
    
    
    Options ExercisableWeighted
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    Average
    
    
    
    
    
    
    AverageRemaining
    
    
    Exercise
    
    
    
    
    
    
    ExerciseNumber
    
    
    Contractual
    
    
    Price
    
    
    
    
    
    
    PriceRange of Exercise Prices
    
    Outstanding
    
    
    Life per Share
    
    
    per Share
    
    
    Number Exercisable
    
    
    per Share$0 - $5.00
    
    
    69
    
    
    
    2.10
    
    
    $
    4.57
    
    
    
    69
    
    
    $
    4.57$5.01 - $10.00
    
    
    140
    
    
    
    3.12
    
    
    $
    9.87
    
    
    
    140
    
    
    $
    9.87$15.01 - $20.00
    
    
    40
    
    
    
    3.83
    
    
    $
    16.55
    
    
    
    40
    
    
    $
    16.55$20.01 - $25.00
    
    
    18
    
    
    
    4.72
    
    
    $
    22.17
    
    
    
    18
    
    
    $
    22.17Total
    
    
    267
    
    
    
    3.07
    
    
    $
    10.33
    
    
    
    267
    
    
    $
    10.33
      F-18




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##### Table of Contents



11. RIGHTS AGREEMENT:
  th
   F-19




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##### Table of Contents



12. SEGMENT REPORTING:
     DirectFiscal Year 2007 (d)
    
    Stores
    
    
    Marketing
    
    
    Other
    
    
    TotalNet sales(a)
    
    $
    530,648
    
    
    $
    61,293
    
    
    $
    12,069
    
    
    $
    604,010Depreciation and
amortization
    
    
    15,941
    
    
    
    80
    
    
    
    2,456
    
    
    
    18,477Operating income (loss) (b)
    
    
    113,583
    
    
    
    23,864
    
    
    
    (54,696
    )
    
    
    82,751Capital expenditures(c)
    
    
    26,243
    
    
    
    31
    
    
    
    1,422
    
    
    
    27,696
 DirectFiscal Year 2008
    
    Stores
    
    
    Marketing
    
    
    Other
    
    
    TotalNet sales(a)
    
    $
    623,095
    
    
    $
    61,177
    
    
    $
    11,636
    
    
    $
    695,908Depreciation and
amortization
    
    
    18,098
    
    
    
    75
    
    
    
    2,436
    
    
    
    20,609Operating income (loss) (b)
    
    
    129,677
    
    
    
    24,532
    
    
    
    (58,720
    )
    
    
    95,489Capital expenditures(c)
    
    
    33,669
    
    
    
    36
    
    
    
    1,400
    
    
    
    35,105
 DirectFiscal Year 2009
    
    Stores
    
    
    Marketing
    
    
    Other
    
    
    TotalNet sales(a)
    
    $
    689,408
    
    
    $
    68,640
    
    
    $
    12,268
    
    
    $
    770,316Depreciation and
amortization
    
    
    19,613
    
    
    
    213
    
    
    
    2,556
    
    
    
    22,382Operating income (loss) (b)
    
    
    155,190
    
    
    
    27,445
    
    
    
    (65,232
    )
    
    
    117,403Capital expenditures(c)
    
    
    12,360
    
    
    
    2,077
    
    
    
    1,896
    
    
    
    16,333
 
 (a)
    
    Stores net sales represent all full-line store sales. Direct Marketing net sales represent
catalog call center and Internet sales. Net sales from segments below the GAAP 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 (loss) 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. Total Company shipping costs to customers of approximately $7.0 million, $8.8
million and $9.7 million for fiscal years 2007, 2008 and 2009, respectively, which primarily
related to the Direct Marketing segment, were recorded to Sales and marketing, including
occupancy costs in the Consolidated Statements of Income. Operating income (loss) for Other
consists primarily of costs included in general and administrative costs. Total operating
income represents profit before interest and income taxes.(c)
    
    Capital expenditures include payments of property, plant and equipment made for the
reportable segment.(d)
    
    The Company has revised this disclosure to allocate certain sales from the Direct Marketing
segment to the Stores segment to make it consistent with the presentation for fiscal years
2008 and 2009. The resulting increases in the Stores segment for fiscal year 2007 were $2.3
million and $0.9 million in sales and operating income, respectively. These increases were
offset by corresponding decreases in the Direct Marketing segment.  F-20




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##### Table of Contents



13. RELATED PARTY TRANSACTIONS:
  14. QUARTERLY FINANCIAL INFORMATION (Unaudited):
  First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Total(In thousands, except per share amounts)Fiscal Year 2008Net sales
    
    $
    145,404
    
    
    $
    152,734
    
    
    $
    149,274
    
    
    $
    248,496
    
    
    $
    695,908Gross profit
    
    
    90,980
    
    
    
    95,238
    
    
    
    94,294
    
    
    
    150,442
    
    
    
    430,954Operating income
    
    
    16,838
    
    
    
    14,778
    
    
    
    13,854
    
    
    
    50,019
    
    
    
    95,489Net income
    
    
    9,831
    
    
    
    8,869
    
    
    
    9,299
    
    
    
    30,409
    
    
    
    58,408Diluted income per common share
    
    $
    0.53
    
    
    $
    0.48
    
    
    $
    0.50
    
    
    $
    1.66
    
    
    $
    3.17Fiscal Year 2009Net sales
    
    $
    161,925
    
    
    $
    167,735
    
    
    $
    161,309
    
    
    $
    279,347
    
    
    $
    770,316Gross profit
    
    
    98,454
    
    
    
    103,177
    
    
    
    100,807
    
    
    
    169,685
    
    
    
    472,123Operating income
    
    
    18,849
    
    
    
    20,682
    
    
    
    19,314
    
    
    
    58,558
    
    
    
    117,403Net income
    
    
    11,455
    
    
    
    12,512
    
    
    
    11,728
    
    
    
    35,460
    
    
    
    71,155Diluted income per common share
    
    $
    0.62
    
    
    $
    0.68
    
    
    $
    0.63
    
    
    $
    1.91
    
    
    $
    3.84
  F-21




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##### Table of Contents



SIGNATURES
   JOS. A. BANK CLOTHIERS, INC.
(registrant)By:
    /s/ R. NEAL BLACKR. NEAL BLACKPRESIDENT AND CHIEF EXECUTIVE OFFICER  Name
    
    Title
    
    Date/s/ R. NEAL BLACK
    
    Director, President and Chief Executive Officer (Principal Executive Officer)
    
    March 31, 2010/s/ DAVID E. ULLMAN
    
    Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
    
    March 31, 2010/s/ ROBERT N. WILDRICK
    
    Director, Chairman of the Board
    
    March 31, 2010/s/ ANDREW A. GIORDANO
    
    Director, Chairman Emeritus and Lead Independent Director
    
    March 31, 2010/s/ JAMES H. FERSTL
    
    Director
    
    March 31, 2010/s/ GARY S. GLADSTEIN
    
    Director
    
    March 31, 2010/s/ WILLIAM E. HERRON
    
    Director
    
    March 31, 2010/s/ HENRY HOMES, III
    
    Director
    
    March 31, 2010/s/ SIDNEY H. RITMAN
    
    Director
    
    March 31, 2010




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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.*(13)3.2
    
    
    
    
    Amended and Restated By-Laws of the Company as of April 15, 2003.*(7)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).*(14)4.3
    
    
    
    
    Certificate Eliminating Reference to Series A Preferred Stock from Restated
Certificate of Incorporation of Company.*(15)4.4
    
    
    
    
    Certificate of Designation of Series A Junior Participating Preferred Stock.*(15)10.1
    
    
    
    
    1994 Incentive Plan.*(1)10.1(a)
    
    
    
    
    Amendments, dated as of October 6, 1997, to Incentive Plan.*(2)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.*(8)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.*(11)10.3
    
    
    
    
    Amended and Restated Employment Agreement, dated as of May 15, 2002, between David
E. Ullman and Jos. A. Bank Clothiers, Inc.*(5)10.3(a)
    
    
    
    
    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.*(16)10.3(b)
    
    
    
    
    Sixth Amendment, dated as of April 7, 2009, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between David E. Ullman and Jos. A.
Bank Clothiers, Inc.*(19)10.3(c)
    
    
    
    
    Seventh Amendment, dated as of March 30, 2010, 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)10.4
    
    
    
    
    Jos. A. Bank Clothiers, Inc. Nonqualified Deferred Compensation Trust Agreement,
dated January 20, 2004.*(10)10.5
    
    
    
    
    Employment Agreement, dated as of January 30, 2009, between James W. Thorne and
Jos. A. Bank Clothiers, Inc.*(19)10.5(a)
    
    
    
    
    Employment Agreement, dated as of March 30, 2010, between James W. Thorne and Jos.
A. Bank Clothiers, Inc.*(22)10.6
    
    
    
    
    Amended and Restated Employment Agreement, dated May 15, 2002, by and between
Charles D. Frazer and Jos. A. Bank Clothiers, Inc.*(5)10.6(a)
    
    
    
    
    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.*(16)10.6(b)
    
    
    
    
    Sixth Amendment, dated as of April 7, 2009, to Amended and Restated Employment
Agreement, dated as of May 15, 2002, by and between Charles D. Frazer and Jos. A.
Bank Clothiers, Inc.*(19)10.7
    
    
    
    
    Employment Agreement, dated as of November 1, 1999, between Robert N. Wildrick and
Jos. A. Bank Clothiers, Inc.*(3)




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##### Table of Contents



10.7(a)
    
    
    
    
    Fourth Amendment, dated as of September 9, 2008, to Employment Agreement, dated as
of November 1, 1999, by and between Robert N. Wildrick and Jos. A. Bank Clothiers,
Inc.*(18)10.7(b)
    
    
    
    
    Consulting Agreement, dated as of September 9, 2008, between Robert N. Wildrick and
Jos. A. Bank Clothiers, Inc.*(18)10.8
    
    
    
    
    Employment Agreement, dated as of November 30, 1999, by and between Robert Hensley
and Jos. A. Bank Clothiers, Inc.*(3)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.*(4)10.8(b)
    
    
    
    
    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.*(5)10.8(c)
    
    
    
    
    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.*(16)10.8(d)
    
    
    
    
    Tenth Amendment, dated as of April 7, 2009, to Employment Agreement, dated as of
November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(19)10.8(e)
    
    
    
    
    Eleventh Amendment, dated as of March 30, 2010, to Employment Agreement, dated as
of November 30, 1999, by and between Robert Hensley and Jos. A. Bank Clothiers,
Inc.*(22)10.9
    
    
    
    
    Employment Agreement, dated as of September 9, 2008, by and between R. Neal Black
and Jos. A. Bank Clothiers, Inc.*(18)10.10
    
    
    
    
    Employment offer letter, dated November 20, 2000, from Jos. A. Bank Clothiers, Inc.
to Jerry DeBoer.*(4)10.10(a)
    
    
    
    
    Written description of 2008 base salary for Jerry DeBoer.*(16)10.11
    
    
    
    
    Employment Agreement, dated as of June 3, 2008, between Gary Merry and Jos. A. Bank
Clothiers, Inc.*(17)10.11(a)
    
    
    
    
    First Amendment, dated as of April 7, 2009 to Employment Agreement, dated as of
June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(19)10.11(b)
    
    
    
    
    Second Amendment, dated as of March 30, 2010 to Employment Agreement, dated as of
June 3, 2008, by and between Gary Merry and Jos. A. Bank Clothiers, Inc.*(22)10.12
    
    
    
    
    2002 Long-Term Incentive Plan.*(6)10.13
    
    
    
    
    Form of stock option agreement under the 2002 Long-Term Incentive Plan.*(9)10.14
    
    
    
    
    Collective Bargaining Agreement, dated March 1, 2009, by and between Joseph A. Bank
Mfg. Co., Inc. and Mid-Atlantic Regional Joint Board, Local 806.*(22)10.15
    
    
    
    
    Form of Officer and Director Indemnification Agreement.*(21)10.15(a)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and Robert N. Wildrick.*(21)10.15(b)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and Andrew A. Giordano.*(21)10.15(c)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and R. Neal Black.*(21)10.15(d)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and James H. Ferstl.*(21)10.15(e)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and Gary S. Gladstein.*(21)10.15(f)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and William E. Herron.*(21)




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##### Table of Contents



10.15(g)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and Henry Homes, III.*(21)10.15(h)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and Sidney H. Ritman.*(21)10.15(i)
    
    
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers,
Inc. and David E. Ullman.*(21)10.16
    
    
    
    
    JoS. A. Bank Clothiers, Inc. Executive Management Incentive Plan.*(20)10.16(a)
    
    
    
    
    Amendment to JoS. A. Bank Clothiers, Inc. Executive Management Incentive Plan.*(22)10.17
    
    
    
    
    JoS. A. Bank Clothiers, Inc. 2010 Deferred Compensation Plan.*(22)10.18
    
    
    
    
    JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan.*(22)10.19
    
    
    
    
    Summary of 2009 Cash and 2010 Cash Incentive Programs.*(22)21.1
    
    
    
    
    Company subsidiaries.*(10)23.1
    
    
    
    
    Consent of Deloitte & Touche LLP.*(22)31.1
    
    
    
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*(22)31.2
    
    
    
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.*(22)32.1
    
    
    
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*(22)32.2
    
    
    
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.*(22)
 
 *(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 January 31, 1998.*(3)
    
    
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended October 30, 1999.*(4)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 3, 2001.*(5)
    
    
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended May 4, 2002.*(6)
    
    
    
    Incorporated by reference to the Companys Definitive Proxy Statement on
Schedule 14(A) filed May 20, 2002.*(7)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 1, 2003.*(8)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 31, 2004.*(9)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
April 7, 2005.*(10)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 29, 2005.*(11)
    
    
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended April 29, 2006.*(12)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
May 4, 2006.




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##### Table of Contents



*(13)
    
    
    
    Incorporated by reference to Amendment No. 1 to the Companys Quarterly
Report on Form 10-Q for the quarter ended July 29, 2006.*(14)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 6, 2007.*(15)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 20, 2007.*(16)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended February 2, 2008.*(17)
    
    
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended May 3, 2008.*(18)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
September 9, 2008.*(19)
    
    
    
    Incorporated by reference to the Companys Annual Report on Form 10-K for
the year ended January 31, 2009.*(20)
    
    
    
    Incorporated by reference to the Companys Current Report on Form 8-K, dated
June 18, 2009.*(21)
    
    
    
    Incorporated by reference to the Companys Quarterly Report on Form 10-Q for
the quarter ended August 1, 2009.*(22)
    
    
    
    Filed herewith
    
    
    
    Exhibit represents a management contract or compensatory plan or arrangement.