Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)On June 15, 2021, G-III Apparel Group, Ltd. (the "Company") announced that,
effective July 1, 2021, Wayne S. Miller will step down as the Company's Chief
Operating Officer and will become a Senior Strategic Advisor to the Company. In
Mr. Miller's new role, he will assist in the transition of his responsibilities
and advise the Company on numerous aspects of corporate strategy, as further
described below. Mr. Miller has served as the Chief Operating Officer of the
Company since December 2003 and as its Secretary since November 1998. He also
served as the Company's Chief Financial Officer from April 1998 until September
2005 and as its Treasurer from November 1998 until April 2006.
(e)On June 15, 2021, the Company and Mr. Miller entered into an Advisory
Agreement providing for Mr. Miller's transition from Chief Operating Officer and
Secretary to Senior Strategic Advisor, effective July 1, 2021 (the "Transition
Date"). Mr. Miller's resignation as Chief Operating Officer and/or Secretary
will be effective as of the Transition Date or any earlier date that the
Company's appointment of a successor Chief Operating Officer or Secretary, as
applicable, is effective. Under the Advisory Agreement, Mr. Miller will continue
as an employee of the Company, advising the Company on key licensing contracts,
potential merger and acquisition transactions, financing transactions, investor
relations matters and other strategic matters.
Until the Transition Date, the Company will pay Mr. Miller the same base salary
and benefits that he currently receives. From the Transition Date until the
termination of Mr. Miller employment (the "Transition Period"), the Company will
pay Mr. Miller: (i) a salary of $375,000 per year until June 30, 2022; and (ii)
a salary of $250,000 per year from July 1, 2022 through the remainder of the
Transition Period. During the Transition Period, the Company will continue to
furnish Mr. Miller life and disability insurance coverage, and Company-paid
supplemental personal life and disability insurance, at no less than current
coverage levels; Mr. Miller will be entitled to participate in the Company's
health insurance plans, with responsibility for paying the employee portion of
plan premiums; and the Company will reimburse Mr. Miller's business expenses in
accordance with Company policy.
During the Transition Period, the restricted stock units ("RSUs") granted to Mr.
Miller in 2018, 2020 and 2021 will continue to time vest in accordance with
their terms, except that vesting of 100,000 of the RSUs granted in 2020 has been
accelerated to the date of execution of the Advisory Agreement. In addition, the
performance share units ("PSUs") granted to Mr. Miller in 2019 will continue to
time vest and remain subject to the achievement of the applicable performance
conditions in accordance with the terms thereof.
Either party may terminate Mr. Miller's employment on at least thirty days'
notice, provided that any such termination by the Company shall be effective no
earlier than June 30, 2023. However, the Company may terminate Mr. Miller's
employment at any time for Cause (as defined in the Advisory Agreement). In the
event of a termination for Cause or Mr. Miller's voluntary termination of his
employment, Mr. Miller shall not be entitled to any amounts or benefits under
the Advisory Agreement other than earned but unpaid salary, or reimbursement of
expenses, through the date of termination, and any amounts payable or benefits
to be provided under the terms of the applicable benefit plans that have accrued
through the date of termination (including any RSUs that have vested prior to
the date of termination). If the Company terminates Mr. Miller's employment
without Cause before June 30, 2023, Mr. Miller shall be entitled to continued
salary payments through June 30, 2023; accelerated vesting and settlement of the
RSUs issued to him in 2018 and 2020 and, if such termination without Cause
occurs before Mr. Miller's PSUs issued in 2019 are otherwise settled,
accelerated vesting of the PSUs; COBRA continuation coverage at the same premium
rate that applies to the Company's employees generally (with the Company
continuing to pay the employer portion thereof through June 30, 2023); and
continued participation in other Company-paid insurance plans through June 30,
2023. In the event of Mr. Miller's death or Disability (as defined in the
Advisory Agreement) before June 30, 2023, the accelerated vesting of Mr.
Miller's outstanding RSUs and PSUs described in the preceding sentence will
occur.
Mr. Miller will be bound by a non-competition covenant during the Transition
Period and for two years after termination of employment. In addition, Mr.
Miller has executed a waiver and release of pre-Advisory Agreement claims
against the Company and its subsidiaries.
The foregoing description of the terms of the Advisory Agreement is qualified in
its entirety by reference to the full text of the Advisory Agreement, a copy of
which is filed as Exhibit 10.1 attached hereto, and the terms of which are
incorporated by reference herein.
2
Item 8.01 Other Events.
A copy of the Company's press release announcing Mr. Miller's planned transition
from Chief Operating Officer to Senior Strategic Advisor is attached hereto and
furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(a)Financial Statements of Businesses Acquired.
None.
(b)Pro Forma Financial Information.
None.
(c)Shell Company Transactions
None.
(d)Exhibits.
10.1 Advisory Agreement, dated June 15, 2021, between G-III Apparel Group, Ltd.
and Wayne S. Miller.
Press release of G-III Apparel Group, Ltd. issued on June 15, 2021
99.1 announcing the planned transition of Wayne S. Miller from Chief Operating
Officer to Senior Strategic Advisor.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
-3-© Edgar Online, source Glimpses
G-III APPAREL GROUP, LTD. 
