##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXHANGE ACT OF 1934For the fiscal
    year ended January 29, 2011 (Fiscal year
    2010).o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .   Commission file number 0-23874
  JOS. A. BANK CLOTHIERS,
    INC.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware

36-3189198(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)500 Hanover Pike, Hampstead, MD(Address of Principal
    Executive Offices)

21074(Zip Code)   Registrants
    telephone number, including area code
 (410) 239-2700
  Securities registered pursuant to Section 12(b) of the
    Act:
  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   Securities registered pursuant to Section 12(g) of the
    Act: Rights to purchase units of Series A Junior
    Participating Preferred Stock
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
 Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
  Form 10-K
    Items 10-14 Form 10-K




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##### 





JOS. A.
    BANK CLOTHIERS, INC. AND SUBSIDIARIES
   
 Page No.PART IItem 1.


Business


1Item 1A.


Risk Factors


12Item 1B.


Unresolved Staff Comments


20Item 2.


Properties


21Item 3.


Legal Proceedings


21PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


22Item 6.


Selected Consolidated Financial Data


24Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


25Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


35Item 8.


Financial Statements and Supplementary Data


35Item 9.


Changes In and Disagreements with Accountants on
    Accounting and Financial Disclosure


36Item 9A.


Controls and Procedures


36Item 9B.


Other Information


38PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


40Item 11.


Executive Compensation


41Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


41Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


41Item 14.


Principal Accounting Fees and Services


41PART IVItem 15.


Exhibits, Financial Statements Schedules


42Report of Independent Registered Public
    Accounting Firm


F-1Consolidated Balance Sheets as of
    January 31, 2010 and January 29, 2011


F-2Consolidated Statements of Income for the Years
    Ended January 31, 2009, January 30, 2010 and
    January 29, 2011


F-3Consolidated Statements of Stockholders
    Equity for the Years Ended January 31, 2009,
    January 30, 2010 and January 29, 2011


F-4Consolidated Statements of Cash Flows Equity for
    the Years Ended January 31, 2009, January 30, 2010 and
    January 29, 2011


F-5Notes to Consolidated Financial Statements


F-6SignaturesExhibits IndexExhibit 10.2Exhibit 10.3(e)Exhibit 10.5(c)Exhibit 10.6(e)Exhibit 10.8(g)Exhibit 10.10Exhibit 10.11(d)Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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CAUTIONARY
    STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS
    OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND
    OTHER INFORMATION
  Form 10-K Form 10-K,
   PART I  Item 1.
    BUSINESS.  General
     1




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52-53 week
  Fiscal 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, 2011Fiscal year 2011


January 28, 2012     Strategy
              
    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
   3




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Stores.
    point-of-sale
     4




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JOS. A.
    BANK STORES
  Total #State

of StoresAlabama(a)(b)


13Arizona


5Arkansas


4California


31Colorado


9Connecticut


14Delaware


1Florida


35Georgia(a)(b)


22Idaho


1Illinois(a)


29Indiana


9Iowa


3Kansas


3Kentucky


5Louisiana(a)


6Maryland(b)


21Massachusetts


16Michigan


13Minnesota


7Mississippi(a)


3Missouri


8Nebraska


2Nevada


3New Hampshire


2New Jersey(b)


29New Mexico


1New York(b)


21North Carolina(a)


21Ohio


22Oklahoma


4Pennsylvania(b)


27Rhode Island


2South Carolina(a)


11South Dakota


1Tennessee(a)


12Texas(b)


48Utah


2Virginia(b)


25Washington


3Washington, D.C.


5West Virginia


1Wisconsin


6Total


506     (a)
    
    Includes one or more Franchise store(s)(b)
    
    Includes one or more Outlet or Factory store(s)  Direct Marketing.
   5




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e-commerce
      Corporate and Other.
 6




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Merchandising
          Vacation-in-Paradise
 7




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Design
    and Purchasing
       8




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order-by-order
    Marketing,
    Advertising and Promotion
  Strategy.
     9




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Corporate Card Program.
  Apparel Incentive Program.
  Distribution
    point-of-sale
  and/or
  Management
    Information Systems
  point-of-sale
 10




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e-sites:
  Competition
    Trademarks
  ® ® ® ® ® ®
  e-commerce
 11




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Seasonality
    Employees
        Available
    Information
  (410) 239-2700 Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330.
  Item 1A.
    RISK
    FACTORS.   12




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If we
    are not able to continue profitably opening new stores due to
    general economic conditions or otherwise, 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 value for our
    customers; and
    providing strong and effective marketing support. 13




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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.
      Our
    cash investment strategies may have a negative effect on our
    business.
   14




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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.
    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;
    obligations associated with being an importer of record,
    including monitoring and complying with all legal requirements;
    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 15




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
    since we transact all business in the U.S. dollar, the
    devaluation of the U.S. dollar against the foreign
    currencies of our suppliers countries 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.
     16




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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
    advertising, marketing and promotional activities are highly
    regulated.
    Our
    dependence on third party delivery services exposes us to
    business interruptions and service issues that are beyond our
    control.
    Effects
    of war, terrorism, public health events, natural disasters and
    other catastrophes.
    Our
    dependence on our two distribution centers located in Hampstead,
    Maryland exposes us to the risk of a substantial disruption to
    our business.
   17




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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.
   18




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We
    face a number of risks relating to the maintenance of our
    information systems and our use of consumer
    information.
  back-up
    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.
   19




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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.
    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.   20




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Item 2.
    PROPERTIES.    Gross


Owned/Location

Square Feet


Leased

Primary FunctionHampstead, Maryland


315,000


Owned

Offices, distribution center, Direct Marketing order and
    fulfillment and regional tailoring overflow shopHampstead, Maryland


289,000


Leased

Offices, distribution center, Direct Marketing order and
    fulfillment (Lease expires September 30, 2014, with option to
    renew through September 30, 2019)Hampstead, Maryland


126,000


Leased

Offices, distribution center, Direct Marketing order and
    fulfillment  (Lease expires January 31, 2013 with options to
    renew through September 30, 2019)       Item 3.
    LEGAL
    PROCEEDINGS.  Rule 10b-5
  The Stipulation of Settlement (the Stipulation)
    entered into by the Company and MLAF included a statement that,
    at the time of the settlement, the substantial discovery
    completed did not substantiate any of the claims asserted
    against the individual defendants.
   21




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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 2011 (through March 23, 2011)

$
47.95


$
41.26   Fiscal Year 2009


Fiscal Year 2010High


Low


High


Low1st Quarter

$
42.50


$
19.61


$
43.73


$
26.332nd Quarter


42.46



29.50



43.23



35.013rd Quarter


48.92



34.88



47.36



36.404th Quarter


45.61



38.68



45.73



39.29     Holders
    of Record of Common Stock
    Dividend
    Policy
  Form 10-K
 22




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Performance
    Graph
    
  Total Return Index


Total Return IndexJos. A. Bank


NASDAQ Stock


NASDAQ RetailClothiers, Inc.


Market (U.S.)


Trade StocksJanuary 27, 2006

$
100.00


$
100.00


$
100.00February 2, 2007

$
77.97


$
107.77


$
109.87February 1, 2008

$
67.88


$
104.08


$
97.27January 30, 2009

$
68.40


$
51.21


$
62.55January 29, 2010

$
104.39


$
74.75


$
92.82January 28, 2011

$
156.73


$
94.98


$
115.72    23




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Item 6.
    SELECTED
    CONSOLIDATED FINANCIAL DATA.  Form 10-K
  Fiscal Year2006


2007


2008


2009


2010(In thousands, except per share information and stores)Consolidated Statements of Income Information:Net sales

$
546,385


$
604,010


$
695,908


$
770,316


$
858,128Cost of goods sold


207,947



225,364



264,954



298,193



320,585Gross profit


338,438



378,646



430,954



472,123



537,543Operating expenses:Sales and marketing


212,890



242,655



277,354



293,663



326,464General and administrative


52,453



53,240



58,111



61,057



69,472Total operating expenses


265,343



295,895



335,465



354,720



395,936Operating income


73,095



82,751



95,489



117,403



141,607Total other income (expense)


(938
)


1,582



477



(20
)


453Income before provision for income taxes


72,157



84,333



95,966



117,383



142,060Provision for income taxes


28,935



34,165



37,558



46,228



56,261Net income

$
43,222


$
50,168


$
58,408


$
71,155


$
85,799Per share information  diluted(a):Net income per share

$
1.57


$
1.82


$
2.11


$
2.56


$
3.08Diluted weighted average number of shares


27,513



27,630



27,668



27,785



27,851Consolidated Balance Sheet Information (as of end of fiscal
    year):Cash and cash equivalents

$
43,080


$
82,082


$
122,875


$
21,853


$
80,979Short-term investments














169,736



189,789Working capital


136,562



187,134



246,127



323,260



408,151Total assets


368,392



440,098



491,366



556,364



662,037Revolving and term debt


412















Total noncurrent liabilities (including debt)


46,416



52,712



58,383



54,509



54,415Stockholders equity


208,234



261,165



321,813



393,310



482,676Capital expenditures


31,141



27,696



35,105



16,333



29,352Other Data (as of end of fiscal year):Number of stores(b)


376



422



460



473



506     (a)
    
    On June 17, 2010, the Companys Board of Directors
    declared a stock split in the form of a 50% stock dividend which
    was distributed on August 18, 2010 to stockholders of
    record as of July 30, 2010. 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. 24




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Item 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  Form 10-K.
  Overview
    
    11.4% increase in net sales, driven by a 9.4% sales increase in
    the Stores segment and a 24.4% increase in the Direct Marketing
    segment sales;
    130 basis point increase in gross profit margin;
    7.0% increase in comparable store sales;
    10 basis point decrease in sales and marketing costs as a
    percentage of sales driven primarily by the leveraging of
    occupancy costs and Stores and Direct Marketing payroll and
    benefits costs, partially offset by higher other variable
    selling costs and advertising and marketing costs as a
    percentage of sales; and
    20 basis point increase in general and administrative costs
    as a percentage of sales driven primarily by higher other
    corporate overhead costs and professional fees.      and/or
     25




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Critical
    Accounting Policies and Estimates
  Form 10-K.
  Inventory first-in,
    season-to-date
  Asset Valuation
 26




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Lease Accounting
    Recently Issued Accounting Standards 2009-13, 2009-13). 2009-13 2009-13 2009-13
  Recently Proposed Amendments to Accounting
    Standards
 27




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##### Table of Contents



Results
    of Operations
    Percentage of Net SalesFiscal Year2008


2009


2010Net sales


100.0
%


100.0
%


100.0
%Cost of goods sold


38.1



38.7



37.4Gross profit


61.9



61.3



62.6Sales and marketing expenses


39.9



38.1



38.0General and administrative expenses


8.4



7.9



8.1Total operating expenses


48.2



46.0



46.1Operating income


13.7



15.2



16.5Total other income (expense)


0.1







0.1Income before provision for income taxes


13.8



15.2



16.6Provision for income taxes


5.4



6.0



6.6Net income


8.4
%


9.2
%


10.0
%   Fiscal
    Year 2010 Compared to Fiscal Year 2009
  Net Sales 
     28




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Fiscal Year 2009


Fiscal Year 2010Square





SquareStores


Feet*


Stores


Feet*Stores open at the beginning of the year


460



2,091



473



2,131Stores opened


14



45



36



160Stores closed


(1
)


(5
)


(3
)


(9
)Stores open at the end of the year


473



2,131



506



2,282     *
    
    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 and a net increase of 14 square feet in fiscal year
    2010 due to relocations or renovations in several stores.  Gross Profit  and/or
  mark-ups Form 10-K,
  Sales and Marketing Expenses 
 29




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General and Administrative Expenses 
    Other Income (Expense) 
  Income Taxes 
  and/or
   30




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Fiscal
    Year 2009 Compared to Fiscal Year 2008
  Net Sales
      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  Form 10-K, mark-ups,
  Sales and Marketing Expenses 
 31




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General and Administrative Expenses 
    Other Income (Expense) 
  Income Taxes 
  Liquidity
    and Capital Resources
      Fiscal Year2008


2009


2010(In thousands)Cash provided by (used in):Operating activities

$
73,540


$
84,748


$
106,239Investing activities (Including $169,736 and $20,053 of net
    purchases of short-term investment in fiscal year 2009 and 2010,
    respectively)


(34,908
)


(186,069
)


(49,405
)Financing activities


2,161



299



2,292Net increase (decrease) in cash and cash equivalents

$
40,793


$
(101,022
)

$
59,126    32




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
    an increase in inventory of $15.0 million related largely
    to new store openings and the Companys new business
    initiatives;
    an increase in accounts receivable of $3.7 million due
    primarily to higher credit card receivables from transactions
    through American Express, MasterCard and Visa as a result of
    increased sales near the end of the fiscal year 2010 as compared
    with the end of fiscal year 2009;
    an increase in prepaid and other assets of $3.5 million due
    primarily to an increase in landlord contributions as a result
    of the new store openings during 2010;
    an increase in accrued expenses totaling $1.7 million
    (excluding accrued property, plant and equipment) related
    primarily to increases in gift cards and certificates payable,
    accrued advertising and accrued compensation, partially offset
    by lower accrued income taxes; and
    an increase in accounts payable of $13.3 million due
    primarily to the timing of payments to vendors.    and/or
    and/or
 33




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and/or
    Amounts


Amounts


AmountsCollected in


Collected in


OutstandingNegotiated


Fiscal Year


Fiscal Year


January 29,Amounts


2009


2010


2011(In thousands)Fiscal Year 2009 Store Openings (14 Stores)

$
2,829


$
2,170


$
659


$
Fiscal Year 2010 Store Openings (36 Stores)


5,382







2,599



2,783$
8,211


$
2,170


$
3,258


$
2,783         Off-Balance Sheet Arrangements 
  Effects
    of Inflation and Changing Prices
   34




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Disclosures
    about Contractual Obligations and Commercial
    Commitments
      Payments Due by Fiscal Year2011


2012-2014


2015-2016


Beyond 2016


Total(f)(In thousands)Operating leases(a)(b)

$
63,557


$
162,065


$
67,642


$
55,823


$
349,087Inventory Purchase Commitments(c)


344,240















344,240Related Party Agreement(d)


825



1,650











2,475License agreement(e)


165



495



165







825     (a)
    
    Includes various lease agreements signed prior to
    January 29, 2011 for stores to be opened and equipment
    placed in service subsequent to January 29, 2011. (See
    Note 9 to the Consolidated Financial Statements).(b)
    
    Excludes contingent rent and other lease costs.(c)
    
    Represents the value of expected future inventory purchases for
    receipts out to the end of fiscal year 2011 for which purchase
    orders have been issued or other commitments have been made to
    vendors as of January 29, 2011.(d)
    
    Relates 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).(e)
    
    Related to an agreement with David Leadbetter, a golf
    professional, which allows the Company to produce golf and other
    apparel under his name.(f)
    
    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.  Item 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.    Item 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.  Form 10-K,
 35




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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 
  Rules 13a-15(e) 15d-15(e)
  Managements Annual Report on Internal Control over
    Financial Reporting  Rules 13a-15(f) 15d-15(f) Internal Control-Integrated Framework
  Changes in Internal Control over Financial
    Reporting Section 240.13a-15
  Attestation Report of the Registered Public Accounting
    Firm
 36




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
     DELOITTE &
    TOUCHE LLP
    37




---



##### Table of Contents



Item 9B.
    OTHER
    INFORMATION.  Award of
    2010 Cash Incentive Payments
    Certification
    of 2010 Equity Incentive Grants
    2011
    Incentive Programs
  Cash
    Incentive Program
       38




---



##### Table of Contents



Equity
    Incentive Programs
  2011
    Equity Incentive Program
         39




---



##### Table of Contents



2011
    Supplemental Equity Incentive Program
      Negative
    Discretion
    Employment
    Contract Amendments
  and/or Form 10-K.
 PART III  Item 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  Form 10-K.
 40




---



##### Table of Contents



Form 10-K
  Form 8-K
  Item 11.
    EXECUTIVE
    COMPENSATION.  Form 10-K. Form 10-K
  Item 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.  Form 10-K. Form 10-K
  Item 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.  Form 10-K. Form 10-K
  Item 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES.  Form 10-K. Form 10-K
 41




---



##### 



PART IV  Item 15.
    EXHIBITS,
    FINANCIAL STATEMENTS SCHEDULES.  List of Financial Statements
     
 PageReport of Independent Registered Public
    Accounting Firm


F-1Consolidated Balance Sheets as of
    January 30, 2010 and January 29, 2011


F-2Consolidated Statements of Income for the Years
    Ended January 31, 2009, January 30, 2010 and
    January 29, 2011


F-3Consolidated Statements of Stockholders
    Equity for the Years Ended January 31, 2009,
    January 30, 2010 and January 29, 2011


F-4Consolidated Statements of Cash Flows for the
    Years Ended January 31, 2009, January 30, 2010 and
    January 29, 2011


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.*(9)3.2



Amended and Restated By-Laws of the Company as of February 24,
    2011.*(23)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).*(10)4.3



Certificate Eliminating Reference to Series A Preferred Stock
    from Restated Certificate of Incorporation of Company.*(11)4.4



Certificate of Designation of Series A Junior Participating
    Preferred Stock.*(11)10.1



1994 Incentive Plan.*(1)10.1(a)



Amendments, dated as of October 6, 1997, to Incentive
    Plan.*(2)10.2



Summary of 2010 and 2011 Cash and Equity Incentive
    Programs.*(24)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.*(12)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.*(15)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.*(18)10.3(d)



Eighth Amendment, dated as of December 28, 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) 42




---



##### Table of Contents



10.3(e)



Ninth Amendment, dated as of March 29, 2011, to Amended and
    Restated Employment Agreement, dated as of May 15, 2002, by and
    between David E. Ullman and Jos. A. Bank Clothiers,
    Inc.*(24)10.4



Jos. A. Bank Clothiers, Inc. Nonqualified Deferred Compensation
    Trust Agreement, dated January 20, 2004.*(8)10.5



Employment Agreement, dated as of January 30, 2009, between
    James W. Thorne and Jos. A. Bank Clothiers, Inc.*(15)10.5(a)



First Amendment, dated as of March 30, 2010, to Employment
    Agreement dated as of January 30, 2009, between James W. Thorne
    and Jos. A. Bank Clothiers, Inc.*(18)10.5(b)



Second Amendment, dated as of December 28, 2010, to Employment
    Agreement dated as of January 30, 2009, between James W. Thorne
    and Jos. A. Bank Clothiers, Inc.*(22)10.5(c)



Third Amendment, dated as of March 29, 2011, to Employment
    Agreement dated as of January 30, 2009, between James W. Thorne
    and Jos. A. Bank Clothiers, Inc.*(24)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.*(12)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.*(15)10.6(c)



Seventh Amendment, dated as of June 17, 2010, to Amended and
    Restated Employment Agreement, dated as of May 15, 2002, by and
    between Charles D. Frazer and Jos. A. Bank Clothiers,
    Inc.*(20)10.6(d)



Eighth Amendment, dated as of December 28, 2010, 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(e)



Ninth Amendment, dated as of March 29, 2011, to Amended and
    Restated Employment Agreement, dated as of May 15, 2002, by and
    between Charles D. Frazer and Jos. A. Bank Clothiers,
    Inc.*(24)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.*(14)10.7(b)



Consulting Agreement, dated as of September 9, 2008, between
    Robert N. Wildrick and Jos. A. Bank Clothiers,
    Inc.*(14)10.7(c)



First Amendment, dated as of November 30, 2010, to Consulting
    Agreement, dated as of September 9, 2008, between Robert N.
    Wildrick and Jos. A. Bank Clothiers, Inc.*(21)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.*(12)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.*(15)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.*(18) 43




---



##### Table of Contents



10.8(f)



Twelfth Amendment, dated as of December 28, 2010, to Employment
    Agreement, dated as of November 30, 1999, by and between Robert
    Hensley and Jos. A. Bank Clothiers, Inc.*(22)10.8(g)



Thirteenth Amendment, dated as of March 29, 2011, to Employment
    Agreement, dated as of November 30, 1999, by and between Robert
    Hensley and Jos. A. Bank Clothiers, Inc.*(24)10.9



Amended and Restated Employment Agreement, dated as of August
    30, 2010, by and between R. Neal Black and Jos. A. Bank
    Clothiers, Inc.*(20)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 2011 base salary for Jerry
    DeBoer.*(24)10.10(b)



Amendment to Employment Offer Letter, dated as of December 28,
    2010, by and between Jerry DeBoer and Jos. A. Bank Clothiers,
    Inc.*(22)10.11



Employment Agreement, dated as of June 3, 2008, between Gary
    Merry and Jos. A. Bank Clothiers, Inc.*(13)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.*(15)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.*(18)10.11(c)



Third Amendment, dated as of December 28, 2010 to Employment
    Agreement, dated as of June 3, 2008, by and between Gary Merry
    and Jos. A. Bank Clothiers, Inc.*(22)10.11(d)



Fourth Amendment, dated as of March 29, 2011 to Employment
    Agreement, dated as of June 3, 2008, by and between Gary
    Merry and Jos. A. Bank Clothiers, Inc.*(24)10.12



2002 Long-Term Incentive Plan.*(6)10.13



Form of stock option agreement under the 2002 Long-Term
    Incentive Plan.*(7)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.*(18)10.15



Form of Officer and Director Indemnification
    Agreement.*(17)10.15(a)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and Robert N. Wildrick.*(17)10.15(b)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and Andrew A. Giordano.*(17)10.15(c)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and R. Neal Black.*(17)10.15(d)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and James H. Ferstl.*(17)10.15(e)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and Gary S. Gladstein.*(17)10.15(f)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and William E. Herron.*(17)10.15(g)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and Henry Homes, III.*(17)10.15(h)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and Sidney H.  Ritman.*(17)10.15(i)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and David E. Ullman.*(17)10.15(j)



Indemnification Agreement dated August 30, 2010 between JoS. A.
    Bank Clothiers, Inc. and Robert Hensley.*(20)10.15(k)



Indemnification Agreement dated August 30, 2010 between JoS. A.
    Bank Clothiers, Inc. and Charles D. Frazer.*(20)10.16



JoS. A. Bank Clothiers, Inc. Executive Management Incentive
    Plan.*(16)10.16(a)



Amendment to JoS. A. Bank Clothiers, Inc. Executive Management
    Incentive Plan.*(18) 44




---



##### Table of Contents



10.17



JoS. A. Bank Clothiers, Inc. 2010 Deferred Compensation
    Plan.*(18)10.18



JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive
    Plan.*(18)10.19



JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive
    Plan  CEO Performance Restricted Stock Unit Award
    Agreement, dated June 17, 2010, by and between JoS. A. Bank
    Clothiers, Inc. and R. Neal Black.*(19)10.20



JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive
    Plan  EVP Performance Restricted Stock Unit Award
    Agreement.*(19)10.21



JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive
    Plan  Non-Employee Director Restricted Stock Unit
    2010 Award Agreement.*(19)10.22



JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive
    Plan  Non-Employee Director Restricted Stock Unit
    Annual Award Agreement.*(19)10.23



JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive
    Plan  Non-Employee Director Restricted Stock Unit
    Inaugural Award Agreement.*(19)21.1



Company subsidiaries.*(24)23.1



Consent of Deloitte & Touche LLP.*(24)31.1



Certification of Principal Executive Officer Pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002.*(24)31.2



Certification of Principal Financial Officer Pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002.*(24)32.1



Certification of Principal Executive Officer Pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002.*(24)32.2



Certification of Principal Financial Officer Pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002.*(24)*(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 Current Report
    on Form 8-K, dated April 7, 2005.*(8)



Incorporated by reference to the Companys Annual Report on
    Form 10-K for the year ended January 29, 2005.*(9)



Incorporated by reference to Amendment No. 1 to the
    Companys Quarterly Report on Form 10-Q for the quarter
    ended July 29, 2006.*(10)



Incorporated by reference to the Companys Current Report
    on Form 8-K, dated September 6, 2007.*(11)



Incorporated by reference to the Companys Current Report
    on Form 8-K, dated September 20, 2007.*(12)



Incorporated by reference to the Companys Annual Report on
    Form 10-K for the year ended February 2, 2008.*(13)



Incorporated by reference to the Companys Quarterly Report
    on Form 10-Q for the quarter ended May 3, 2008. 45




---



##### Table of Contents



*(14)



Incorporated by reference to the Companys Current Report
    on Form 8-K, dated September 9, 2008.*(15)



Incorporated by reference to the Companys Annual Report on
    Form 10-K for the year ended January 31, 2009.*(16)



Incorporated by reference to the Companys Current Report
    on Form 8-K, dated June 18, 2009.*(17)



Incorporated by reference to the Companys Quarterly Report
    on Form 10-Q for the quarter ended August 1, 2009.*(18)



Incorporated by reference to the Companys Annual Report on
    Form 10-K for the year ended January 30, 2010.*(19)



Incorporated by reference to the Companys Current Report
    on Form 8-K, dated June 17, 2010.*(20)



Incorporated by reference to the Companys Quarterly Report
    on Form 10-Q for the quarter ended July 31, 2010.*(21)



Incorporated by reference to the Companys Quarterly Report
    on Form 10-Q for the quarter ended October 30, 2010.*(22)



Incorporated by reference to the Companys Current Report
    on Form 8-K, dated December 28, 2010.*(23)



Incorporated by reference to the Companys Current Report
    on Form 8-K, dated March 2, 2011.*(24)



Filed herewith



Exhibit represents a management contract or compensatory plan or
    arrangement.  46




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control  Integrated Framework
   DELOITTE &
    TOUCHE LLP
    F-1




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  CONSOLIDATED BALANCE SHEETS
 AS OF JANUARY 30, 2010 AND JANUARY 29,
    2011
  January 30,


January 29,2010


2011(In thousands, except share information)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
21,853


$
80,979Short-term investments


169,736



189,789Accounts receivable, net


5,860



9,525Inventories


218,321



233,310Prepaid expenses and other current assets


16,035



19,494Total current assets


431,805



533,097NONCURRENT ASSETS:Property, plant and equipment, net


124,139



128,603Other noncurrent assets


420



337Total assets

$
556,364


$
662,037LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable

$
18,225


$
31,505Accrued expenses


85,256



88,165Deferred tax liability  current


5,064



5,276Total current liabilities


108,545



124,946NONCURRENT LIABILITIES:Long-term debt






Deferred rent


51,853



49,279Deferred tax liability  noncurrent


1,608



4,147Other noncurrent liabilities


1,048



989Total liabilities


163,054



179,361COMMITMENTS 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,
    27,526,744 issued and outstanding at January 30, 2010 and
    27,622,054 issued and outstanding at January 29, 2011


183



275Additional paid-in capital


83,249



86,792Retained earnings


309,823



395,531Accumulated other comprehensive gains


55



78Total stockholders equity


393,310



482,676Total liabilities and stockholders equity

$
556,364


$
662,037    F-2




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  CONSOLIDATED STATEMENTS OF INCOME
 FOR
    THE YEARS ENDED JANUARY 31, 2009, JANUARY 30, 2010 and JANUARY
    29, 2011
  Fiscal Year2008


2009


2010(In thousands, except per share information)NET SALES

$
695,908


$
770,316


$
858,128Cost of goods sold


264,954



298,193



320,585GROSS PROFIT


430,954



472,123



537,543OPERATING EXPENSES:Sales and marketing, including occupancy costs


277,354



293,663



326,464General and administrative


58,111



61,057



69,472Total operating expenses


335,465



354,720



395,936OPERATING INCOME


95,489



117,403



141,607OTHER INCOME (EXPENSE):Interest income


856



375



589Interest expense


(379
)


(395
)


(136
)Total other income (expense)


477



(20
)


453Income before provision for income taxes


95,966



117,383



142,060Provision for income taxes


37,558



46,228



56,261NET INCOME

$
58,408


$
71,155


$
85,799PER SHARE INFORMATIONEarnings per share:Basic

$
2.14


$
2.59


$
3.11Diluted

$
2.11


$
2.56


$
3.08Weighted average shares outstanding:Basic


27,321



27,452



27,553Diluted


27,668



27,785



27,851    F-3




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY
 FOR
    THE YEARS ENDED JANUARY 31, 2009, JANUARY 30, 2010 AND JANUARY
    29, 2011
  AccumulatedAdditional





Other


TotalShares of


Common


Paid-In


Retained


Comprehensive


StockholdersCommon Stock


Stock


Capital


Earnings


(Losses) Gains


Equity(In thousands, except share information)BALANCE, FEBRUARY 2, 2008


27,269,057


$
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


167,409



1



1,535











1,536Income tax benefit from exercise of non-qualified stock options










625











625BALANCE, JANUARY 31, 2009


27,436,466



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


90,278



1



233











234Income tax benefit from exercise of non-qualified stock options










65











65BALANCE, JANUARY 30, 2010


27,526,744



183



83,249



309,823



55



393,310Net income














85,799







85,799Adjustment to minimum pension liability, net of tax effect of $8


















23



23Comprehensive income






















85,822Stock dividend transfer of par value






91







(91
)






Fractional share payments


(542
)






(21
)










(21
)Equity compensation










1,252











1,252Issuance of common stock pursuant to Incentive Option Plan


95,852



1



1,012











1,013Income tax benefit from exercise of non-qualified stock options










1,300











1,300BALANCE, JANUARY 29, 2011


27,622,054


$
275


$
86,792


$
395,531


$
78


$
482,676    F-4




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR
    THE YEARS ENDED JANUARY 31, 2009, JANUARY 30, 2010 AND JANUARY
    29, 2011
  Fiscal Year2008


2009


2010(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
58,408


$
71,155


$
85,799Adjustments to reconcile net income to net cash providedby operating activities:Increase (decrease) in deferred taxes


1,311



(2,537
)


2,751Depreciation and amortization


20,609



22,382



24,479Loss on disposition of assets


279



160



357Asset impairment charges


1,240



1,554



1,215Equity compensation










1,252Changes in assets and liabilities:(Increase) decrease in accounts receivable


(1,549
)


1,544



(3,665
)(Increase) in inventories


(2,417
)


(9,079
)


(14,989
)(Increase) decrease in prepaids and other current assets


817



1,741



(3,459
)Decrease in non-current assets


27



61



83Increase (decrease) in accounts payable


(17,609
)


(11,549
)


13,280Increase in accrued expenses


8,018



12,120



1,738Increase (decrease) in deferred rent


4,558



(2,890
)


(2,574
)Increase (decrease) in other noncurrent liabilities


(152
)


86



(28
)Net cash provided by operating activities


73,540



84,748



106,239CASH FLOWS USED FOR INVESTING ACTIVITIES:Payments for capital expenditures


(35,105
)


(16,333
)


(29,352
)Proceeds from disposal of assets


197







Proceeds from maturities of short-term investments






34,951



169,736Payments to acquire short-term investments






(204,687
)


(189,789
)Net cash used for investing activities


(34,908
)


(186,069
)


(49,405
)CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings under revolving loan agreement










Repayment of borrowings under revolving loan agreement










Income tax benefit from exercise of stock options


625



65



1,300Proceeds from issuance of common stock


1,536



234



1,013Fractional share payments










(21
)Net cash provided by financing activities


2,161



299



2,292Net increase (decrease) in cash and cash equivalents


40,793



(101,022
)


59,126CASH AND CASH EQUIVALENTS, beginning of year


82,082



122,875



21,853CASH AND CASH EQUIVALENTS, end of year

$
122,875


$
21,853


$
80,979    F-5




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  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 held-to-maturity
  Supplemental Cash Flow Information
  Fiscal Year2008

2009

2010(In thousands)Interest paid

$
325


$
312


$
116Income taxes paid

$
38,630


$
44,893


$
59,523  F-6




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inventories first-in,
  Franchise Fees mark-up
  ASC 810-10,
  Gift Cards and Certificates
  Tuxedo Rental Products
  Landlord Contributions
  Catalog ASC 720-35, No. 93-7,
 F-7




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##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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
 F-8




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##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value of Financial Instruments
  Net Sales point-of-sale.
  Classification of Expenses
  Lease Accounting
  Store Opening Costs start-up
  Income Taxes
   F-9




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##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Earnings Per Share (EPS)
  Fiscal Year2008


2009


2010(In thousands)Weighted average shares outstanding for basic EPS


27,321



27,452



27,553Dilutive effect of common stock equivalents


347



333



298Weighted average shares outstanding for diluted EPS


27,668



27,785



27,851     Form 10-K
  Performance-Based Incentive Plans results-to-date
  Equity Compensation results-to-date
 F-10




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Healthcare Costs
  Recently Issued Accounting Standards  2009-13, 2009-13). 2009-13 2009-13 2009-13
  Recently Proposed Amendments to Accounting
    Standards
  2.
    INVENTORIES:    January 30,


January 29,2010


2011(In thousands)Finished goods, net

$
209,443


$
222,251Raw materials


8,878



11,059Total inventories, net

$
218,321


$
233,310   3.
    PREPAID
    EXPENSES AND OTHER CURRENT ASSETS:    January 30,


January 29,2010


2011(In thousands)Landlord contributions receivable

$
898


$
2,783Prepaid rents


4,547



4,916Prepaid expenses and other current assets


10,590



11,795Total prepaid expenses and other current assets, net

$
16,035


$
19,494  F-11




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    PROPERTY,
    PLANT AND EQUIPMENT:    January 30,


January 29,2010


2011(In thousands)Land

$
1,819


$
1,819Buildings and improvements


14,742



15,053Leasehold improvements


123,297



132,790Furniture and fixtures


78,266



85,500Equipment and other


44,261



51,141262,385



286,303Less: accumulated depreciation and amortization


(138,246
)


(157,700
)Property, plant and equipment, net

$
124,139


$
128,603     5.
    ACCRUED
    EXPENSES:    January 30,


January 29,2010


2011(In thousands)Accrued compensation and benefits

$
24,037


$
24,918Gift cards and certificates payable


13,923



15,440Accrued federal and state income tax


14,858



9,056Current portion of deferred rent


8,896



9,745Accrued advertising expenses


4,335



5,667Other accrued expenses


19,207



23,339Total

$
85,256


$
88,165     6.
    LONG-TERM
    DEBT AND CREDIT AGREEMENT:     F-12




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    INCOME
    TAXES:    Fiscal Year2008


2009


2010(In thousands)Federal:Current

$
30,222


$
40,638


$
43,768Deferred


1,441



(2,132
)


2,949State:Current


6,193



8,158



9,742Deferred


(298
)


(436
)


(198
)Provision for income taxes

$
37,558


$
46,228


$
56,261     Fiscal Year2008


2009


2010(In thousands)Computed federal tax provision at statutory rates

$
33,588


$
41,084


$
49,721State income taxes, net of federal income tax effect


3,832



5,019



6,204Non-deductible compensation










131Change in tax reserves


45



32



107Other, net


93



93



98Provision for income taxes

$
37,558


$
46,228


$
56,261     January 30,


January 29,2010


2011(In thousands)Deferred tax assets:Current accrued liabilities and other

$
5,021


$
7,042Noncurrent lease obligations


18,494



15,978Noncurrent accrued liabilities and other


363



44823,878



23,468Deferred tax liabilities:Current inventories


(8,393
)


(10,882
)Current prepaid expenses and other current assets


(1,692
)


(1,436
)Noncurrent property, plant and equipment


(20,465
)


(20,573
)(30,550
)


(32,891
)Net deferred tax liability

$
(6,672
)

$
(9,423
)  F-13




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year2009


2010(In thousands)Balance at January 30, 2010

$
754


$
786Increases related to current year tax positions


245



408Settlement of tax positions






(70
)Expiration of the statue of limitations for the assessment of
    taxes


(213
)


(301
)Balance at January 29, 2011

$
786


$
823       and/or
    8.
    BENEFIT
    PLANS  Defined Benefit Pension & Post-Retirement
    Plans
 F-14




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or
    Pension


PostretirementBenefits


BenefitsFiscal Year


Fiscal Year2009


2010


2009


2010(In thousands)Accumulated benefit obligation

$
978


$
1,207


$
111


$
53Fair value of plan assets


1,137



1,395







Funded status


159



188



(111
)


(53
)Accrued (prepaid) benefit cost recognized in the balance sheets

$
(159
)

$
(188
)

$
111


$
53         Profit Sharing Plan
  Deferred Compensation Plan
  9.
    COMMITMENTS
    AND CONTINGENCIES:   F-15




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1:06-cv-01892-WMN) Rule 10b-5
  The Stipulation of Settlement (the Stipulation)
    entered into by the Company and MLAF included a statement that,
    at the time of the settlement, the substantial discovery
    completed did not substantiate any of the claims asserted
    against the individual defendants.
      Employment Agreements and Performance-Based Incentive
    Compensation
  Lease Obligations
 F-16




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year Ending

Amount(In thousands)January 28, 2012 (Fiscal year 2011)

$
62,364February 2, 2013 (Fiscal year 2012)


59,046February 1, 2014 (Fiscal year 2013)


53,833January 31, 2015 (Fiscal year 2014)


45,167January 30, 2014 (Fiscal year 2015)


36,043Thereafter


78,593Total

$
335,046         Inventories
  Other
 F-17




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    INCENTIVE
    STOCK OPTION AND OTHER EQUITY PLANS:           F-18




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year 2008


Fiscal Year 2009


Fiscal Year 2010Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


Price(In thousands, except per share information)Outstanding at beginning of year


659


$
6.88



491


$
6.10



401


$
6.89Granted





$







$







$
Exercised


(168
)

$
9.17



(90
)

$
2.59



(96
)

$
10.57Canceled





$







$







$
Outstanding at end of year


491


$
6.10



401


$
6.89



305


$
5.73       Options Outstanding


Options ExercisableWeighted


Weighted





WeightedAverage


Average





AverageRemaining


Exercise





ExerciseNumber


Contractual


Price per


Number


Price perRange of Exercise Prices

Outstanding


Life per Share


Share


Exercisable


Share(In thousands, except per share and year information)$0 - $5.00


103



1.12


$
3.06



103


$
3.06$5.01 - $10.00


191



2.10


$
6.57



191


$
6.57$15.01 - $20.00


11



4.27


$
16.18



11


$
16.18Total


305



1.85


$
5.73



305


$
5.73       Weighted-AverageGrant-Date FairNonvested Awards

Shares


Value(In thousands, except per share information)Nonvested at January 30, 2010





$
Granted


86


$
39.72Vested





$
Forfeited





$
Nonvested at January 29, 2011


86


$
39.72    F-19




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    11.
    RIGHTS
    AGREEMENT:        12.
    SEGMENT
    REPORTING:   F-20




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or and/or and/or
    Direct


CorporateFiscal Year 2008

Stores


Marketing


and Other


Total(In thousands)Net 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   Direct


CorporateFiscal Year 2009

Stores


Marketing


and Other


Total(In thousands)Net 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   Direct


CorporateFiscal Year 2010

Stores


Marketing


and Other


Total(In thousands)Net sales(a)

$
754,342


$
85,410


$
18,376


$
858,128Depreciation and amortization


20,786



558



3,135



24,479Operating income (loss)(b)


182,659



31,870



(72,922
)


141,607Capital expenditures(c)


19,340



1,244



8,768



29,352     (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 and Factory
    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
    Corporate and 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 $8.8 million, $9.7 million and
    $13.0 million for fiscal years 2008, 2009 and 2010,
    respectively, were recorded to Sales and marketing,
    including occupancy costs in the Consolidated Statements
    of Income. Operating income (loss) for Corporate and
    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. F-21




---



##### Table of Contents



JOS. A.
    BANK CLOTHIERS, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    RELATED
    PARTY TRANSACTIONS:    14.
    QUARTERLY
    FINANCIAL INFORMATION  (Unaudited):    First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Total(In thousands, except per share information)Fiscal 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

$
0.41


$
0.45


$
0.42


$
1.28


$
2.56Fiscal Year 2010Net sales

$
178,125


$
188,412


$
173,268


$
318,323


$
858,128Gross profit


113,316



118,330



110,839



195,058



537,543Operating income


26,061



27,407



20,457



67,682



141,607Net income


15,808



16,479



12,563



40,949



85,799Diluted income per common share

$
0.57


$
0.59


$
0.45


$
1.47


$
3.08  F-22




---



##### Table of Contents



SIGNATURES
    JOS. A. BANK CLOTHIERS, INC.
    (registrant)
  By:
    /s/  R.
    NEAL BLACK  R. NEAL BLACK
 PRESIDENT AND CHIEF
    EXECUTIVE OFFICER
      Name

Title

Date/s/  R.
    NEAL BLACK

Director, President and Chief Executive Officer (Principal
    Executive Officer)

March 30, 2011/s/  DAVID
    E. ULLMAN

Executive Vice President, Chief Financial Officer (Principal
    Financial Officer and Principal Accounting Officer)

March 30, 2011/s/  ROBERT
    N. WILDRICK

Director, Chairman of the Board

March 30, 2011/s/  ANDREW
    A. GIORDANO

Director, Chairman Emeritus and Lead Independent Director

March 30, 2011/s/  JAMES
    H. FERSTL

Director

March 30, 2011/s/  WILLIAM
    E. HERRON

Director

March 30, 2011/s/  HENRY
    HOMES, III

Director

March 30, 2011/s/  SIDNEY
    H. RITMAN

Director

March 30, 2011




---



##### 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.*(9)3
.2



Amended and Restated By-Laws of the Company as of February 24,
    2011.*(23)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).*(10)4
.3



Certificate Eliminating Reference to Series A Preferred Stock
    from Restated Certificate of Incorporation of Company.*(11)4
.4



Certificate of Designation of Series A Junior Participating
    Preferred Stock.*(11)10
.1



1994 Incentive Plan.*(1)10
.1(a)



Amendments, dated as of October 6, 1997, to Incentive
    Plan.*(2)10
.2



Summary of 2010 and 2011 Cash and Equity Incentive
    Programs.*(24)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.*(12)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.*(15)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.*(18)10
.3(d)



Eighth Amendment, dated as of December 28, 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
.3(e)



Ninth Amendment, dated as of March 29, 2011, to Amended and
    Restated Employment Agreement, dated as of May 15, 2002, by and
    between David E. Ullman and Jos. A. Bank Clothiers,
    Inc.*(24)10
.4



Jos. A. Bank Clothiers, Inc. Nonqualified Deferred Compensation
    Trust Agreement, dated January 20, 2004.*(8)10
.5



Employment Agreement, dated as of January 30, 2009, between
    James W. Thorne and Jos. A. Bank Clothiers, Inc.*(15)10
.5(a)



First Amendment, dated as of March 30, 2010, to Employment
    Agreement dated as of January 30, 2009, between James W.
    Thorne and Jos. A. Bank Clothiers, Inc.*(18)10
.5(b)



Second Amendment, dated as of December 28, 2010, to Employment
    Agreement dated as of January 30, 2009, between James W. Thorne
    and Jos. A. Bank Clothiers, Inc.*(22)10
.5(c)



Third Amendment, dated as of March 29, 2011, to Employment
    Agreement dated as of January 30, 2009, between James W.
    Thorne and Jos. A. Bank Clothiers, Inc.*(24)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.*(12)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.*(15)10
.6(c)



Seventh Amendment, dated as of June 17, 2010, to Amended and
    Restated Employment Agreement, dated as of May 15, 2002, by and
    between Charles D. Frazer and Jos. A. Bank Clothiers,
    Inc.*(20)




---



##### Table of Contents



10
.6(d)



Eighth Amendment, dated as of December 28, 2010, 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(e)



Ninth Amendment, dated as of March 29, 2011, to Amended and
    Restated Employment Agreement, dated as of May 15, 2002, by and
    between Charles D. Frazer and Jos. A. Bank Clothiers,
    Inc.*(24)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.*(14)10
.7(b)



Consulting Agreement, dated as of September 9, 2008, between
    Robert N. Wildrick and Jos. A. Bank Clothiers, Inc.*(14)10
.7(c)



First Amendment, dated as of November 30, 2010, to Consulting
    Agreement, dated as of September 9, 2008, between Robert N.
    Wildrick and Jos. A. Bank Clothiers, Inc.*(21)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.*(12)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.*(15)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.*(18)10
.8(f)



Twelfth Amendment, dated as of December 28, 2010, to Employment
    Agreement, dated as of November 30, 1999, by and between Robert
    Hensley and Jos. A. Bank Clothiers, Inc.*(22)10
.8(g)



Thirteenth Amendment, dated as of March 29, 2011, to Employment
    Agreement, dated as of November 30, 1999, by and between Robert
    Hensley and Jos. A. Bank Clothiers, Inc.*(24)10
.9



Amended and Restated Employment Agreement, dated as of August
    30, 2010, by and between R. Neal Black and Jos. A. Bank
    Clothiers, Inc.*(20)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 2011 base salary for Jerry
    DeBoer.*(24)10
.10(b)



Amendment to Employment Offer Letter, dated as of December 28,
    2010, by and between Jerry DeBoer and Jos. A. Bank
    Clothiers, Inc.*(22)10
.11



Employment Agreement, dated as of June 3, 2008, between Gary
    Merry and Jos. A. Bank Clothiers, Inc.*(13)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.*(15)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.*(18)10
.11(c)



Third Amendment, dated as of December 28, 2010 to Employment
    Agreement, dated as of June 3, 2008, by and between Gary
    Merry and Jos. A. Bank Clothiers, Inc.*(22)10
.11(d)



Fourth Amendment, dated as of March 29, 2011 to Employment
    Agreement, dated as of June 3, 2008, by and between Gary Merry
    and Jos. A. Bank Clothiers, Inc.*(24)10
.12



2002 Long-Term Incentive Plan.*(6)10
.13



Form of stock option agreement under the 2002 Long-Term
    Incentive Plan.*(7)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.*(18)10
.15



Form of Officer and Director Indemnification
    Agreement.*(17)




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##### Table of Contents



10
.15(a)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and Robert N. Wildrick.*(17)10
.15(b)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and Andrew A. Giordano.*(17)10
.15(c)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and R. Neal Black.*(17)10
.15(d)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and James H. Ferstl.*(17)10
.15(e)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and Gary S. Gladstein.*(17)10
.15(f)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and William E. Herron.*(17)10
.15(g)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and Henry Homes, III.*(17)10
.15(h)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and Sidney H.  Ritman.*(17)10
.15(i)



Indemnification Agreement dated September 1, 2009 between JoS.
    A. Bank Clothiers, Inc. and David E. Ullman.*(17)10
.15(j)



Indemnification Agreement dated August 30, 2010 between JoS. A.
    Bank Clothiers, Inc. and Robert Hensley.*(20)10
.15(k)



Indemnification Agreement dated August 30, 2010 between JoS. A.
    Bank Clothiers, Inc. and Charles D. Frazer.*(20)10
.16



JoS. A. Bank Clothiers, Inc. Executive Management Incentive
    Plan.*(16)10
.16(a)



Amendment to JoS. A. Bank Clothiers, Inc. Executive Management
    Incentive Plan.*(18)10
.17



JoS. A. Bank Clothiers, Inc. 2010 Deferred Compensation
    Plan.*(18)10
.18



JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive
    Plan.*(18)10
.19



JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive
    Plan  CEO Performance Restricted Stock Unit Award
    Agreement, dated June 17, 2010, by and between JoS. A. Bank
    Clothiers, Inc. and R. Neal Black.*(19)10
.20



JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive
    Plan  EVP Performance Restricted Stock Unit Award
    Agreement.*(19)10
.21



JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive
    Plan  Non-Employee Director Restricted Stock Unit
    2010 Award Agreement.*(19)10
.22



JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive
    Plan  Non-Employee Director Restricted Stock Unit
    Annual Award Agreement.*(19)10
.23



JoS. A. Bank Clothiers, Inc. 2010 Equity Incentive
    Plan  Non-Employee Director Restricted Stock Unit
    Inaugural Award Agreement.*(19)21
.1



Company subsidiaries.*(24)23
.1



Consent of Deloitte & Touche LLP.*(24)31
.1



Certification of Principal Executive Officer Pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002.*(24)31
.2



Certification of Principal Financial Officer Pursuant to Section
    302 of the Sarbanes-Oxley Act of 2002.*(24)32
.1



Certification of Principal Executive Officer Pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002.*(24)32
.2



Certification of Principal Financial Officer Pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002.*(24)   *(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.




---



##### Table of Contents



*(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 Current Report
    on Form 8-K, dated April 7, 2005.*(8)



Incorporated by reference to the Companys Annual Report on
    Form 10-K for the year ended January 29, 2005.*(9)



Incorporated by reference to Amendment No. 1 to the
    Companys Quarterly Report on Form 10-Q for the quarter
    ended July 29, 2006.*(10)



Incorporated by reference to the Companys Current Report
    on Form 8-K, dated September 6, 2007.*(11)



Incorporated by reference to the Companys Current Report
    on Form 8-K, dated September 20, 2007.*(12)



Incorporated by reference to the Companys Annual Report on
    Form 10-K for the year ended February 2, 2008.*(13)



Incorporated by reference to the Companys Quarterly Report
    on Form 10-Q for the quarter ended May 3, 2008.*(14)



Incorporated by reference to the Companys Current Report
    on Form 8-K, dated September 9, 2008.*(15)



Incorporated by reference to the Companys Annual Report on
    Form 10-K for the year ended January 31, 2009.*(16)



Incorporated by reference to the Companys Current Report
    on Form 8-K, dated June 18, 2009.*(17)



Incorporated by reference to the Companys Quarterly Report
    on Form 10-Q for the quarter ended August 1, 2009.*(18)



Incorporated by reference to the Companys Annual Report on
    Form 10-K for the year ended January 30, 2010.*(19)



Incorporated by reference to the Companys Current Report
    on Form 8-K, dated June 17, 2010.*(20)



Incorporated by reference to the Companys Quarterly Report
    on Form 10-Q for the quarter ended July 31, 2010.*(21)



Incorporated by reference to the Companys Quarterly Report
    on Form 10-Q for the quarter ended October 30, 2010.*(22)



Incorporated by reference to the Companys Current Report
    on Form 8-K, dated December 28, 2010.*(23)



Incorporated by reference to the Companys Current Report
    on Form 8-K, dated March 2, 2011.*(24)



Filed herewith



Exhibit represents a management contract or compensatory plan or
    arrangement.