DESTINATION XL GROUP, INC. (NASDAQ:DXLG) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, Destination Group XL, Inc. (the “Company”) and its Chief Executive Officer, Mr. David A. Levin, entered into a Transition Agreement, dated as of March 20, 2018 and amended on June 25, 2018, that addresses Mr. Levin’s future retirement and related successor issues (the “Transition Agreement”).
to the terms of the Transition Agreement, Mr. Levin will continue as the Company’s Chief Executive Officer until December 31, 2018 or a successor is identified, if earlier, at which time Mr. Levin may resign for good reason to the terms of his employment agreement.However, if a successor is not found by December 31, 2018, Mr. Levin will remain employed through December 31, 2019 for reasonable transition duties or other consulting activities or projects.The Compensation Committee of the Board of Directors, taking into account Mr. Levin’s willingness to remain with the Company after December 31, 2018 as described above, wanted to ensure in the Transition Agreement that Mr. Levin would receive compensation for serving through December 31, 2019 that would be roughly equivalent to the amount he otherwise would have received under his employment agreement if he resigned for good reason.
On July 31, 2018, the Company and Mr. Levin entered into the Second Amendment (the “Second Amendment”) to Transition Agreement to modify the amount Mr. Levin would be entitled to receive if he remains employed through December 31, 2019.Specifically, Section 1(e) of the Transition Agreement originally provided for a guaranteed payout at target of Mr. Levin’s AIP Bonus and LTIP award for the fiscal year ended February 1, 2020, if he remained employed through December 31, 2019.In order to be consistent with the Company’s pay for performance practice, the Second Amendment modifies Section 1(e) such that if Mr. Levin remains employed through December 31, 2019, the determination of any payout under the AIP Bonus and LTIP award for the fiscal year ended February 1, 2020, if any, will be based on actual achievement of performance metrics.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
DESTINATION XL GROUP, INC. ExhibitEX-10.1 2 dxlg-ex101_6.htm EX-10.1 SECOND AMENDMENT TO THE TRANSITION AGREEMENT dxlg-ex101_6.htm Exhibit 10.1 SECOND AMENDMENT to TRANSITION AGREEMENT This Second Amendment to Transition Agreement (the “Second Amendment”) is made as of this 31 day of July,…To view the full exhibit click here
About DESTINATION XL GROUP, INC. (NASDAQ:DXLG)
Destination XL Group, Inc. is a specialty retailer of men’s apparel with retail and direct operations in the United States and London, England. The Company operates through the Big & Tall Men’s Apparel segment. The Company operates under the trade names of Destination XL, DXL, Casual Male XL, Casual Male XL outlets, DXL outlets, Rochester Clothing, ShoesXL and LivingXL. The Company operates approximately 170 Destination XL stores, 125 Casual Male XL retail stores, 40 Casual Male XL outlet stores, nine DXL outlet stores and five Rochester Clothing stores. Its direct business includes its DestinationXL.com and bigandtall.com e-commerce sites, which support its stores, brands and product extensions. Through its multiple brands, which include both branded apparel and private-label, the Company offers a range of merchandise. The Company carries various designer brands, including Cole Haan, Allen Edmonds, Timberland, Calvin Klein, Lacoste, Donald J. Pliner and Bruno Magli.
