##### Table of Contents



United States Securities and Exchange Commission
 Washington, DC 20549
 FORM 10-Q
 þ
    
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended August 1, 2009.
 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number 0-23874
 Jos. A. Bank Clothiers, Inc.
  Delaware
    
    36-3189198(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. EmployerIdentificationNumber)500 Hanover Pike, Hampstead, MD
    
    21074-2095(Address of Principal Executive Offices)
    
    (Zip Code)
 410-239-2700
 None
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if smaller reporting company)
    
    Smaller reporting company o
  o þ
  Class
    
    Outstanding as of August 26, 2009Common Stock, $.01 par value
    
    18,290,977




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##### 



JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 Index
 Page No.Part I. Financial InformationItem 1. Unaudited Condensed Consolidated Financial Statements
    
    
    3Condensed Consolidated Statements of Income  Three and Six Months ended August 2, 2008 and August 1, 2009
    
    
    3Condensed Consolidated Balance Sheets  as of January 31, 2009 and August 1, 2009
    
    
    4Condensed Consolidated Statements of Cash Flows  Six Months ended August 2, 2008 and August 1, 2009
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    21Part II. Other Information
    
    
    22Item 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    24Item 6. Exhibits
    
    
    24Signature
    
    
    25Exhibit Index
    
    
    26Exhibit 10.1Exhibit 10.2Exhibit 10.3Exhibit 10.4Exhibit 10.5Exhibit 10.6Exhibit 10.7Exhibit 10.8Exhibit 10.9Exhibit 10.10Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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PART I. FINANCIAL INFORMATION
 
 Item 1.
    
    Unaudited Condensed Consolidated Financial Statements
 JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Income
   Three Months Ended
    
    
    Six Months EndedAugust 2, 2008
    
    
    August 1, 2009
    
    
    August 2, 2008
    
    
    August 1, 2009Net sales
    
    $
    152,734
    
    
    $
    167,735
    
    
    $
    298,138
    
    
    $
    329,660Cost of goods sold
    
    
    57,496
    
    
    
    64,558
    
    
    
    111,920
    
    
    
    128,029Gross profit
    
    
    95,238
    
    
    
    103,177
    
    
    
    186,218
    
    
    
    201,631Operating expenses:Sales and marketing, including occupancy costs
    
    
    66,629
    
    
    
    67,684
    
    
    
    127,564
    
    
    
    132,629General and administrative
    
    
    13,831
    
    
    
    14,811
    
    
    
    27,038
    
    
    
    29,471Total operating expenses
    
    
    80,460
    
    
    
    82,495
    
    
    
    154,602
    
    
    
    162,100Operating income
    
    
    14,778
    
    
    
    20,682
    
    
    
    31,616
    
    
    
    39,531Other income (expense):Interest income
    
    
    321
    
    
    
    92
    
    
    
    624
    
    
    
    161Interest expense
    
    
    (92
    )
    
    
    (110
    )
    
    
    (186
    )
    
    
    (208
    )Total other income (expense)
    
    
    229
    
    
    
    (18
    )
    
    
    438
    
    
    
    (47
    )Income before provision for income taxes
    
    
    15,007
    
    
    
    20,664
    
    
    
    32,054
    
    
    
    39,484Provision for income taxes
    
    
    6,138
    
    
    
    8,152
    
    
    
    13,354
    
    
    
    15,517Net income
    
    $
    8,869
    
    
    $
    12,512
    
    
    $
    18,700
    
    
    $
    23,967Per share information:Earnings per share:Basic
    
    $
    0.49
    
    
    $
    0.68
    
    
    $
    1.03
    
    
    $
    1.31Diluted
    
    $
    0.48
    
    
    $
    0.68
    
    
    $
    1.02
    
    
    $
    1.29Weighted average shares outstanding:Basic
    
    
    18,184
    
    
    
    18,291
    
    
    
    18,184
    
    
    
    18,291Diluted
    
    
    18,427
    
    
    
    18,520
    
    
    
    18,420
    
    
    
    18,512
   3




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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets
   January 31, 2009
    
    
    August 1, 2009ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    122,875
    
    
    $
    60,964Short-term investments
    
    
    
    
    
    
    64,879Accounts receivable, net
    
    
    7,404
    
    
    
    7,020Inventories:Finished goods
    
    
    199,886
    
    
    
    212,357Raw materials
    
    
    9,356
    
    
    
    13,689Total inventories
    
    
    209,242
    
    
    
    226,046Prepaid expenses and other current assets
    
    
    17,776
    
    
    
    14,486Total current assets
    
    
    357,297
    
    
    
    373,395NONCURRENT ASSETS:Property, plant and equipment, net
    
    
    133,588
    
    
    
    128,646Other noncurrent assets
    
    
    481
    
    
    
    448Total assets
    
    $
    491,366
    
    
    $
    502,489LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    29,774
    
    
    $
    34,291Accrued expenses
    
    
    74,792
    
    
    
    58,082Deferred tax liability  current
    
    
    6,604
    
    
    
    6,752Total current liabilities
    
    
    111,170
    
    
    
    99,125NONCURRENT LIABILITIES:Deferred rent
    
    
    54,743
    
    
    
    53,647Deferred tax liability  noncurrent
    
    
    2,605
    
    
    
    2,682Other noncurrent liabilities
    
    
    1,035
    
    
    
    1,255Total liabilities
    
    
    169,553
    
    
    
    156,709COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY:Common stock
    
    
    182
    
    
    
    182Additional paid-in capital
    
    
    82,951
    
    
    
    82,951Retained earnings
    
    
    238,668
    
    
    
    262,635Accumulated other comprehensive income
    
    
    12
    
    
    
    12Total stockholders equity
    
    
    321,813
    
    
    
    345,780Total liabilities and
stockholders equity
    
    $
    491,366
    
    
    $
    502,489
   4




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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows
   Six Months EndedAugust 2, 2008
    
    
    August 1, 2009Cash flows from operating activities:Net income
    
    $
    18,700
    
    
    $
    23,967Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    10,049
    
    
    
    10,896Loss on disposals of property, plant and equipment
    
    
    201
    
    
    
    66Increase in deferred taxes
    
    
    282
    
    
    
    225Net increase in operating working capital and other components
    
    
    (28,940
    )
    
    
    (24,773
    )Net cash provided by operating activities
    
    
    292
    
    
    
    10,381Cash flows from investing activities:Capital expenditures
    
    
    (18,136
    )
    
    
    (7,413
    )Proceeds from disposal of fixed assets
    
    
    
    
    
    
    Purchases of short-term investments
    
    
    
    
    
    
    (64,879
    )Net cash used in investing activities
    
    
    (18,136
    )
    
    
    (72,292
    )Cash flows from financing activities:Net proceeds from exercise of stock options
    
    
    119
    
    
    
    Net cash provided by financing activities
    
    
    119
    
    
    
    Net decrease in cash and cash equivalents
    
    
    (17,725
    )
    
    
    (61,911
    )Cash and cash equivalents  beginning of period
    
    
    82,082
    
    
    
    122,875Cash and cash equivalents  end of period
    
    $
    64,357
    
    
    $
    60,964
   5




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JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
   1.
    
    BASIS OF PRESENTATION
    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, 2011
   2.
    
    SIGNIFICANT ACCOUNTING POLICIES
 Cash and Cash Equivalents
 Short-term Investments
 Inventories
  6




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Vendor Rebates
 Landlord Contributions
 Recently Issued Accounting Standards
    7




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3.
    
    SUPPLEMENTAL CASH FLOW DISCLOSURE
  Six Months EndedAugust 2, 2008
    
    
    August 1, 2009(Increase) decrease in accounts receivable
    
    $
    (2,971
    )
    
    $
    384Increase in inventories
    
    
    (12,712
    )
    
    
    (16,804
    )(Increase) decrease in prepaids and other assets
    
    
    (772
    )
    
    
    3,323Increase (decrease) in accounts payable
    
    
    (616
    )
    
    
    4,517Decrease in accrued expenses
    
    
    (14,954
    )
    
    
    (15,317
    )Increase (decrease) in deferred rent and other noncurrent
liabilities
    
    
    3,085
    
    
    
    (876
    )Net increase in operating working capital and other components
    
    $
    (28,940
    )
    
    $
    (24,773
    )
  Six Months EndedAugust 2, 2008
    
    
    August 1, 2009Interest paid
    
    $
    132
    
    
    $
    155Income taxes paid
    
    $
    28,818
    
    
    $
    25,946
 4.
    
    EARNINGS PER SHARE
  Three Months Ended
    
    
    Six Months EndedAugust 2, 2008
    
    
    August 1, 2009
    
    
    August 2, 2008
    
    
    August 1, 2009Weighted average shares
outstanding for basic EPS
    
    
    18,184
    
    
    
    18,291
    
    
    
    18,184
    
    
    
    18,291Dilutive effect of common stock
equivalents
    
    
    243
    
    
    
    229
    
    
    
    236
    
    
    
    221Weighted average shares
outstanding for diluted
EPS
    
    
    18,427
    
    
    
    18,520
    
    
    
    18,420
    
    
    
    18,512
   8




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5.
    
    INCOME TAXES
     6.
    
    SEGMENT REPORTING
     9




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##### Table of Contents



Three months ended August 1, 2009
 Stores
    
    
    Direct Marketing
    
    
    Other
    
    
    TotalNet sales (a)
    
    $
    151,040
    
    
    $
    13,917
    
    
    $
    2,778
    
    
    $
    167,735Depreciation and amortization
    
    
    4,824
    
    
    
    9
    
    
    
    630
    
    
    
    5,463Operating income (loss)(b)
    
    
    30,860
    
    
    
    5,570
    
    
    
    (15,748
    )
    
    
    20,682Capital expenditures (c)
    
    
    1,922
    
    
    
    182
    
    
    
    367
    
    
    
    2,471
 Three months ended August 2, 2008
 Stores
    
    
    Direct Marketing
    
    
    Other
    
    
    TotalNet sales (a)
    
    $
    135,162
    
    
    $
    14,909
    
    
    $
    2,663
    
    
    $
    152,734Depreciation and amortization
    
    
    4,512
    
    
    
    20
    
    
    
    607
    
    
    
    5,139Operating income (loss)
(b)
    
    
    22,870
    
    
    
    5,779
    
    
    
    (13,871
    )
    
    
    14,778Capital expenditures (c)
    
    
    9,949
    
    
    
    2
    
    
    
    236
    
    
    
    10,187
 Six months ended August 1, 2009
 Stores
    
    
    Direct Marketing
    
    
    Other
    
    
    TotalNet sales (a)
    
    $
    294,811
    
    
    $
    29,343
    
    
    $
    5,506
    
    
    $
    329,660Depreciation and amortization
    
    
    9,604
    
    
    
    20
    
    
    
    1,272
    
    
    
    10,896Operating income (loss)
(b)
    
    
    58,356
    
    
    
    12,022
    
    
    
    (30,847
    )
    
    
    39,531Capital expenditures (c)
    
    
    5,900
    
    
    
    846
    
    
    
    667
    
    
    
    7,413
 Six months ended August 2, 2008
 Stores
    
    
    Direct Marketing
    
    
    Other
    
    
    TotalNet sales (a)
    
    $
    264,204
    
    
    $
    28,676
    
    
    $
    5,258
    
    
    $
    298,138Depreciation and amortization
    
    
    8,794
    
    
    
    40
    
    
    
    1,215
    
    
    
    10,049Operating income (loss)
(b)
    
    
    47,814
    
    
    
    11,651
    
    
    
    (27,849
    )
    
    
    31,616Capital expenditures (c)
    
    
    17,656
    
    
    
    5
    
    
    
    475
    
    
    
    18,136
 
 (a)
    
    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 $2.0
million and $2.5 million for the second quarter of fiscal years 2008 and 2009, respectively,
and approximately $3.7 million and $4.1 million for the first six months of fiscal years
2008 and 2009, respectively, which primarily related to the Direct Marketing segment, were
recorded to Sales and marketing, including occupancy costs in the Condensed 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 purchases of property, plant and equipment made for the
reportable segment.  10




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7.
    
    LEGAL MATTERS
         11




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8.
    
    SUBSEQUENT EVENTS
   12




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of
Operations
  Overview
 
    
    9.8% increase in net sales, driven by an 11.7% increase in the Stores segment,
partially offset by a 6.7% decrease in the Direct Marketing segment, with gross profit
margins decreasing by 90 basis points;
 
    
    6.2% increase in comparable store sales;
 
    
    a 320 basis point decrease in sales and marketing costs as a percentage of
sales driven primarily by the leveraging of store payroll costs, occupancy costs and
advertising and marketing costs; and
 
    
    a 30 basis point decrease in general and administrative costs as a percentage
of sales as the Company was able to better leverage its costs during the quarter.
     Critical Accounting Policies and Estimates
 Inventory.
  13




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Asset Valuation.
 Lease Accounting.
   14




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Recently Issued Accounting Standards 
   Results of Operations
  Percentage of Net Sales
    
    
    Percentage of Net SalesThree Months Ended
    
    
    Six Months EndedAugust 2,
    
    
    August 1,
    
    
    August 2,
    
    
    August 1,2008
    
    
    2009
    
    
    2008
    
    
    2009Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    37.6
    
    
    
    38.5
    
    
    
    37.5
    
    
    
    38.8Gross profit
    
    
    62.4
    
    
    
    61.5
    
    
    
    62.5
    
    
    
    61.2Sales and marketing expenses
    
    
    43.6
    
    
    
    40.4
    
    
    
    42.8
    
    
    
    40.2General and administrative expenses
    
    
    9.1
    
    
    
    8.8
    
    
    
    9.1
    
    
    
    8.9Total operating expenses
    
    
    52.7
    
    
    
    49.2
    
    
    
    51.9
    
    
    
    49.2Operating income
    
    
    9.7
    
    
    
    12.3
    
    
    
    10.6
    
    
    
    12.0Total other income
    
    
    0.1
    
    
    
    
    
    
    
    0.1
    
    
    
    Income before provision for income taxes
    
    
    9.8
    
    
    
    12.3
    
    
    
    10.8
    
    
    
    12.0Provision for income taxes
    
    
    4.0
    
    
    
    4.9
    
    
    
    4.5
    
    
    
    4.7Net income
    
    
    5.8
    %
    
    
    7.5
    %
    
    
    6.3
    %
    
    
    7.3
    %
  15




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Net Sales
  Three Months Ended
    
    
    Six Months EndedAugust 2, 2008
    
    
    August 1, 2009
    
    
    August 2, 2008
    
    
    August 1, 2009Square
    
    
    
    
    
    
    Square
    
    
    
    
    
    
    Square
    
    
    
    
    
    
    SquareStores
    
    
    Feet*
    
    
    Stores
    
    
    Feet*
    
    
    Stores
    
    
    Feet*
    
    
    Stores
    
    
    Feet*Stores open at the
beginning of the
period
    
    
    428
    
    
    
    1,961
    
    
    
    463
    
    
    
    2,104
    
    
    
    422
    
    
    
    1,935
    
    
    
    460
    
    
    
    2,091Stores opened
    
    
    16
    
    
    
    63
    
    
    
    4
    
    
    
    17
    
    
    
    22
    
    
    
    89
    
    
    
    7
    
    
    
    30Stores closed
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stores open at the
end of the period
    
    
    444
    
    
    
    2,024
    
    
    
    467
    
    
    
    2,121
    
    
    
    444
    
    
    
    2,024
    
    
    
    467
    
    
    
    2,121
 
 *
    
    Square feet is presented in thousands and excludes the square footage of the Companys
franchise stores. Gross profit
   16




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Sales and Marketing Expenses
  General and Administrative Expenses
 Other Income (Expense)
 Income Taxes
  17




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Seasonality
 Liquidity and Capital Resources
   Six Months EndedAugust 2, 2008
    
    
    August 1, 2009Cash provided by (used in):Operating activities
    
    $
    292
    
    
    $
    10,381Investing activities
    
    
    (18,136
    )
    
    
    (72,292
    )Financing activities
    
    
    119
    
    
    
    Net decrease in cash and cash equivalents
    
    $
    (17,725
    )
    
    $
    (61,911
    )
   18




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AmountsAmounts
    
    
    Collected
    
    
    AmountsCollected in
    
    
    YTD in
    
    
    OutstandingNegotiated
    
    
    Fiscal Year
    
    
    Fiscal Year
    
    
    August 1,Amounts
    
    
    2008
    
    
    2009
    
    
    2009(in thousands )Full Fiscal Year 2008 Store
Openings (40 Stores)
    
    $
    10,513
    
    
    $
    (6,373
    )
    
    $
    (4,030
    )
    
    $
    110First Six Months of Fiscal
Year 2009 Store Openings (7 Stores)
    
    
    2,190
    
    
    
    
    
    
    
    (926
    )
    
    
    1,264$
    12,703
    
    
    $
    (6,373
    )
    
    $
    (4,956
    )
    
    $
    1,374
    19




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Off-Balance Sheet Arrangements
 Disclosures about Contractual Obligations and Commercial Commitments
   Payments Due by Fiscal Year(in thousands)Beyond2009
    
    
    2010-2012
    
    
    2013-2014
    
    
    2014
    
    
    Total(e)Operating leases (a) (b)
    
    $
    53,813
    
    
    $
    158,372
    
    
    $
    81,899
    
    
    $
    67,308
    
    
    $
    361,392Standby letter of credit (c)
    
    
    400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    400Related Party Agreement (d)
    
    
    825
    
    
    
    1,650
    
    
    
    
    
    
    
    
    
    
    
    2,475License agreement
    
    
    165
    
    
    
    495
    
    
    
    330
    
    
    
    330
    
    
    
    1,320
 
 (a)
    
    Includes various lease agreements for stores to be opened and equipment placed in
service subsequent to
August 1, 2009.(b)
    
    Excludes contingent rent and other lease costs.(c)
    
    To secure the payment of rent at one leased location included in Operating Leases
above and is renewable each year through the end of the lease term.(d)
    
    Relates to consulting agreement with the Companys current Chairman of the Board to
consult on matters of strategic planning and initiatives.(e)
    
    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. Cautionary Statement
   20




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Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4.
    
    Controls and Procedures
 Limitations on Control Systems.
 Disclosure Controls and Procedures.
   21




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Changes in Internal Control over Financial Reporting
 
 PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
        22




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##### Table of Contents



Item 1A.
    
    Risk Factors
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
  a)
    
    The 2009 annual meeting of shareholders of the Company was held on June 18,
2009.
 b)
    
    Andrew A. Giordano, William E. Herron and Henry Homes, III were elected
directors at the meeting. Gary S. Gladstein, Sidney H. Ritman, R. Neal Black, James H.
Ferstl and Robert N. Wildrick continued in their respective terms of office as
directors.
 c)
    
    The matters voted upon at the meeting and the votes were as follows:
 1.
    
    Election of Directors(a):
 Name of Nominee
    
    For
    
    
    WithheldAndrew A. Giordano
    
    
    13,492,714
    
    
    
    3,615,147William E. Herron
    
    
    13,607,722
    
    
    
    3,500,139Henry Homes, III
    
    
    16,862,415
    
    
    
    245,446
 2.
    
    Ratification of the selection of Deloitte and Touche LLP as the
Companys registered public accounting firm for the fiscal year ending January
30, 2010(b):
 For
    
    Against
    
    Abstaining16,653,496
    
    330,976
    
    123,389
  23




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##### Table of Contents



3.
    
    Approval of the JoS. A. Bank Clothiers, Inc. Executive Management
Incentive Plan(c):
 For
    
    Against
    
    Abstaining14,079,589
    
    614,078
    
    2,080,662
 
 (a)
    
    There were no abstentions or broker non-votes with respect to the election of
the directors.(b)
    
    There were no broker non-votes with respect to the ratification of selection of
Deloitte and Touche LLP as the Companys registered public accounting firm for the fiscal
year ending January 30, 2010.(c)
    
    There were 0.3 million broker non-votes with respect to the approval of the
JoS. A. Bank Clothiers, Inc. Executive Management Incentive Plan.  
 Item 5.
    
    Other Information
   
 Item 6.
    
    Exhibits
 Exhibits10.1
    
    
    Form of Indemnification Agreement.10.2
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Robert N.
Wildrick.10.3
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Andrew A.
Giordano.10.4
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and R. Neal
Black.10.5
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and James H.
Ferstl.10.6
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Gary S.
Gladstein.10.7
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and William E.
Herron.
  24




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##### Table of Contents



Exhibits10.8
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Henry
Homes, III.10.9
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Sidney H.
Ritman.10.10
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and David E.
Ullman.10.11
    
    
    Jos. A. Bank Clothiers, Inc. Executive Management Incentive Plan.*(1)31.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 *(1)
    
    Incorporated by reference to the Companys Current Report on Form 8 K, dated June 18, 2009. 
 SIGNATURE
  Dated: September 2, 2009
    
    Jos. A. Bank Clothiers, Inc.(Registrant)/s/ David E. Ullman

David E. UllmanExecutive Vice President,Chief Financial Officer(Principal Financial and Accounting Officerand Duly Authorized Officer)
  25




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##### Table of Contents



Exhibit Index
 Exhibits10.1
    
    
    Form of Indemnification Agreement.10.2
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Robert N.
Wildrick.10.3
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Andrew A.
Giordano.10.4
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and R. Neal
Black.10.5
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and James H.
Ferstl.10.6
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Gary S.
Gladstein.10.7
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and William E.
Herron.10.8
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Henry
Homes, III.10.9
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and Sidney H.
Ritman.10.10
    
    
    Indemnification Agreement dated September 1, 2009 between JoS. A. Bank Clothiers, Inc. and David E.
Ullman.10.11
    
    
    Jos. A. Bank Clothiers, Inc. Executive Management Incentive Plan.*(1)31.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 *(1)
    
    Incorporated by reference to the Companys Current Report on Form 8 K, dated June 18, 2009.  26