GIII G III Apparel Group Ltd

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 5, 2023 (December 4, 2023)

G-III APPAREL GROUP, LTD.

(Exact Name of Registrant as Specified in its Charter)

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(212) 403-0500

(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Securities registered pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01     Entry into a Material Definitive Agreement

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Employment Agreement with Jeffrey Goldfarb

On December 4, 2023 (the “Effective Date”), G-III Apparel Group, Ltd. (the “Company”) entered into a new Employment Agreement, dated December 4, 2023, with Jeffrey Goldfarb (the “Executive”), its Executive Vice President and a Director of the Company (the “Goldfarb Employment Agreement”).  This Goldfarb Employment Agreement replaced the prior employment agreement dated December 9, 2016 between the Executive and the Company.

Certain significant terms of the Goldfarb Employment Agreement are summarized below.

Duration of Agreement. The Goldfarb Employment Agreement has an initial term through January 31, 2027, with automatic renewal of the term for one-year periods on each December 1st prior to the end of the then Employment Term, commencing with December 1, 2026, unless prior to such December 1st either party shall have given written notice to the other of non-renewal.

Salary, Annual Bonus and Annual Equity Grants. As of the Effective Date, Mr. Goldfarb’s initial base salary will be $950,000, subject to such increases as may be approved in the discretion of the Compensation Committee in its annual review of executive compensation. During each of the Company’s fiscal years during the employment term, commencing with the fiscal year ending January 31, 2024, Mr. Goldfarb will be eligible to receive a target bonus in the amount of $1,500,000 for each fiscal year based on achieving certain performance metrics and adjustments as determined by the Compensation Committee.  In addition, Mr. Goldfarb is eligible to participate in equity grant programs established by the Compensation Committee with an annual guideline award value of $1,500,000, subject to the discretion of the Compensation Committee to increase or decrease the actual equity award value and other terms and conditions of the award.

Benefits. Mr. Goldfarb will participate in all retirement and welfare benefit plans, programs, arrangements and receive other benefits that are customarily available to senior executives of the Company, subject to eligibility requirements.

Effect of Termination. In the event of Mr. Goldfarb’s death during the term, the estate of Mr. Goldfarb shall be entitled to receive any unpaid portion of his annual salary as has been accrued through the date of the death, any unpaid annual bonus attributable to the entire fiscal year in which such termination occurs, any unpaid benefits and any unpaid reimbursable expenses. If the termination is due to disability during the term, Mr. Goldfarb is entitled to any unpaid portion of his annual salary as has accrued through the date of the termination, any unpaid annual bonus attributable to the entire fiscal year in which such termination occurs, any unpaid benefits and any unpaid reimbursable expenses.

If during the term, the Company terminates Mr. Goldfarb’s employment without “justifiable cause” (including if the Company gives written notice to Mr. Goldfarb that the employment term will not be extended further) or if he terminates his employment for “good reason” (each as defined in the Goldfarb Employment Agreement), then Mr. Goldfarb will be entitled to receive his annual salary, reimbursement of expenses, any benefits and any bonus accrued through the date of termination, plus a severance of his annual salary, annual bonus and benefits for a period of 24 months (conditioned upon Mr. Goldfarb’s general release and compliance with non-compete, non-solicitation and confidentiality).  For the purposes of determining the severance pay, Mr. Goldfarb’s applicable salary will be the highest annual rate of salary in effect during the one-year period preceding the termination date, and Mr. Goldfarb’s applicable annual bonus will be an annual bonus for each 12-month period during such severance period in an amount equal to the greater of (i) the average annual cash bonus earned by Mr. Goldfarb during the two fiscal years immediately preceding the fiscal year in which the employment terminates and (ii) an annual bonus amount of $500,000 (in addition to his salary compensation for such period).

Restrictive Covenants. The Goldfarb Employment Agreement contains certain restrictive covenants that apply during and after Mr. Goldfarb’s employment, including an agreement to not disclose confidential information and, for a one-year period following his termination of employment (or if Mr. Goldfarb becomes entitled to severance benefits, for a two-year period following his termination of employment), non-competition and non-solicitation agreements.  

Executive Transition Agreement with Jeffrey Goldfarb

In addition, on December 4, 2023, the Company into a new Executive Transition Agreement with the Executive (the “Executive Transition Agreement”), which replaced the prior Amended and Restated Executive Transition Agreement made as of February 15, 2011, as amended as of December 9, 2016, between the Company and the Executive.

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The Executive Transition Agreement provides that if a Change in Control (as defined therein) occurs and, during the three months before a Change in Control or the two years after a Change in Control, Mr. Goldfarb is terminated by the Company without Cause (as defined therein) or if Mr. Goldfarb resigns for Good Reason (as defined therein), he will be entitled to continuation of specified benefits and periodic severance payments totaling 2 times the sum of (i) his highest annual salary in effect during the one-year period before his termination of employment, plus (ii) the greater of (a) the average annual cash bonus he earned during the two fiscal years before the fiscal year of his termination of employment and (b) an annual bonus amount of $500,000.

Employment Agreement with Dana Perlman

On November 27, 2023, the Company entered into an Amended Employment Agreement with Ms. Dana Perlman (the “Perlman Employment Agreement”), for Ms. Perlman to become its Chief Growth and Operations Officer, effective on the Start Date, which is a date on which the Company and Ms. Perlman shall mutually agree upon and which is expected to be on or prior to January 8, 2024 (the “Effective Date”). The material terms of the Perlman Employment Agreement are summarized below.

Salary, Annual Bonus and Annual Equity Grants. As of the Effective Date, Ms. Perlman’s initial base salary will be $750,000. For the fiscal year ending January 31, 2025 and each fiscal year after, Ms. Perlman will be eligible to receive a target bonus of up to a maximum of two (2) times the base salary based on achieving certain performance criteria: 60% based on pre-tax income vs. budget, and 40% based on management’s assessment of Ms. Perlman’s overall performance, including but not limited to the areas of management oversight, strategy and acquisitions.

Benefits. In addition, as of the Effective Date, Ms. Perlman will participate in all retirement and welfare benefit plans, programs, arrangements and receive other benefits that are customarily available to senior executives of the Company, subject to eligibility requirements.

Initial Grant and Sign-On Bonus. Within 30 days of the Effective Date, Ms. Perlman is entitled to receive a grant of restricted stock units (“RSUs”) or similar equity grant valued at $300,000 as of the date of the grant, which will cliff vest on the third anniversary date of the grant.

Ms. Perlman will be eligible for a sign-on bonus in the amount of $500,000, less applicable tax withholding and deductions, if she is employed with the Company for six (6) months.  The sign-on bonus will be payable within 30 days of the six-month anniversary of the Effective Date.  If within 12 months following the Effective Date, Ms. Perlman voluntarily terminates her employment without good reason (as defined therein), or is terminated by the Company for justifiable cause (as defined therein), Ms. Perlman will be required to repay the sign-on bonus in full.

Effect of Termination. In the event of Ms. Perlman’s death during the term, the estate of Ms. Perlman shall be entitled to receive any unpaid portion of her annual salary through the date of the death, any unpaid annual bonus attributable to the prior fiscal year, any unpaid benefits and nay unpaid reimbursable expenses. If the termination is due to disability during the term, Ms. Perlman is entitled to any unpaid portion of her annual salary through the date of the termination, any unpaid annual bonus attributable to the prior fiscal year (pro-rated based on the days in the prior fiscal year when she was not on leave due to disability), any unpaid benefits and nay unpaid reimbursable expenses.

If, during the term, the Company terminates Ms. Perlman’s employment without “justifiable cause” or if she terminates her employment for “good reason” (each as defined in the Perlman Employment Agreement), then Ms. Perlman will be entitled to receive her annual salary, reimbursement of expenses and any bonus accrued through the date of termination, plus a severance of the salary and benefits for a period of 12 months (conditioned upon Ms. Perlman’s general release and compliance of non-compete, non-solicitation and confidentiality).

Restrictive Covenants. The Perlman Employment Agreement contains certain restrictive covenants that apply during and after Ms. Perlman’s employment, including an agreement to not disclose confidential information and, for a one-year period following her termination of employment for any reason, non-competition and non-solicitation agreements.

In addition, Ms. Perlman entered into an arbitration agreement with the Company.

The foregoing descriptions of the Goldfarb Employment Agreement, the Executive Transition Agreement and the Perlman Employment Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Goldfarb Employment Agreement, the Executive Transition Agreement and the Perlman Employment Agreement, a copy of each is attached to, and is incorporated by reference into, this Current Report on Form 8-K.

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Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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The information with respect to the Goldfarb Employment Agreement and the Executive Transition Agreement with Mr. Jeffrey Goldfarb, and the Perlman Employment Agreement with Ms. Perlman set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

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(c) (e) Appointment of New Officer

On December 5, 2023, the Company issued a press release to announce that the Company appointed Ms. Dana Perlman as its Chief Growth and Operations Officer, effective January 8, 2024.

Ms. Perlman, age 43, was an executive at PVH Corp. from 2012 to 2022, most recently serving as PVH’s Chief Strategy Officer and Treasurer from May 2021 to July 2022.  In that position, she led global business strategy and development, along with Treasury and Investor Relations. In this role, Ms. Perlman led PVH’s strategic activity, including mergers and acquisitions, joint ventures, divestitures, and tactical third party relationships, including the buybacks of key joint ventures and licensees spanning China, Ethiopia, and Australia; and the divestitures of the Bass, Speedo, and Heritage Brands businesses.  Prior to joining PVH, Ms. Perlman held several roles in investment banking retail groups at Barclays Capital, Lehman Brothers, and Credit Suisse First Boston. Ms. Perlman is currently a director of O’Reilly Automotive Inc. (Nasdaq: ORLY), and previously served on the Board of Sigma Lithium Corporation (Nasdaq: SGML).

There is no arrangement or understanding between Ms. Perlman and any other person pursuant to which she was to be selected as an officer and there is no family relationship between Ms. Perlman and any of the Company’s director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer.

Item 7.01     Regulation FD Disclosure.

On December 5, 2023, the Company issued a press release announcing Ms. Perlman’ appointment. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

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104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 10.1

EMPLOYMENT AGREEMENT

AGREEMENT (this “Agreement”) made as of the fourth day of December, 2023, between G-III Apparel Group, Ltd., a Delaware corporation, (the “Company”), and Jeffrey Goldfarb (the “Executive”).

W I T N E S S E T H :

WHEREAS, the Company and the Executive are parties to an Employment Agreement (the “Prior Agreement”), dated December 9, 2016; and

WHEREAS, the Company desires that the Executive enter into this Agreement so that the Company may be assured of the services of the Executive for the term of this Agreement and the Executive is desirous of providing such services on the terms and conditions as provided for in this Agreement; and

WHEREAS, it is the intention of the Company and the Executive that this Agreement supersede the Prior Agreement, and that from and as of the date hereof the Prior Agreement shall be cancelled and of no further force and effect.

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations and covenants herein contained, the parties hereto agree as follows:

The Company hereby employs Executive as an Executive Vice President of the Company and Executive hereby agrees to accepts such employment, subject to the terms and conditions herein set forth.  Executive currently serves as an Executive Vice President of the Company and shall have substantially the same duties, responsibilities and authority as he had prior to the execution of this Agreement. Executive hereby agrees to diligently, faithfully and competently perform such services and such additional duties and responsibilities, consistent with his position, as shall from time to time be reasonably assigned to him by the Company’s Board of Directors or its Chief Executive Officer, and to diligently, faithfully and competently devote his entire business time, skill and attention to the performance of his duties and responsibilities to the Company.  Executive shall report to the Company’s Chief Executive Officer.

The term of the Executive’s employment under this Agreement (the “Employment Term”) shall be from the date hereof until January 31, 2027, unless sooner terminated in accordance with the terms hereof; provided, however, that on each December 1^st prior to the end of the then Employment Term, commencing with December 1, 2026, the Employment Term shall be automatically extended for an additional one-year period unless prior to such December 1^st either party shall have given written notice to the other that the Employment Term shall not be extended any further.

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(a)As compensation for the employment services to be rendered by Executive hereunder, the Company agrees to pay, or cause to be paid, to Executive during the Employment Term, and Executive agrees to accept, payable in accordance with the Company’s normal payroll policy at the time in effect, a salary at the rate of Nine Hundred Fifty Thousand Dollars ($950,000) per year, subject to such increases as may be approved in the discretion of the Compensation Committee of the Board of Directors (the “Compensation Committee”) in its annual review of executive compensation.

(b)During each of the Company’s fiscal years during the Employment Term, commencing with the fiscal year ending January 31, 2024, Executive shall be entitled to participate in the Company’s Annual Incentive Program with a target bonus in the amount of $1,500,000 (the “Target Bonus”) for each fiscal year. The amount of the annual incentive paid to Executive with respect to any fiscal year shall be based on each year’s Annual Incentive Program that will contain performance metrics and adjustments thereto as determined with respect to each fiscal year by the Compensation Committee.

(c)During the Employment Term, Executive shall be eligible to participate in equity grant programs established by the Compensation Committee with an annual guideline award value of $1,500,000, subject to the discretion of the Compensation Committee to increase or decrease the actual equity award value and establish other terms and conditions of the award as it deems appropriate.

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Executive represents and warrants that he is free to enter into this Agreement and to perform the duties required hereunder, and that there are no employment contracts or understandings, restrictive covenants or other restrictions, whether written or oral, preventing the performance of his duties hereunder.  

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Executive agrees that if he breaches, or threatens to commit a breach of, any of the provisions of Sections 7, 8 or 9 (the “Restrictive Covenants”), the Company shall have, in addition to, and not in lieu of, any other rights and remedies available to the Company under law and in equity, the right to injunctive relief and/or to have the Restrictive Covenants specifically enforced by a court of competent jurisdiction, without the posting of any bond or other security, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the G-III Group and that money damages would not provide an adequate remedy to the Company.  Notwithstanding the foregoing, nothing herein shall constitute a waiver by Executive of his right to contest whether a breach or threatened breach of any Restrictive Covenant has occurred.

No amendment or alteration of the terms of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed therein.

The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect.

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For the purposes of this Agreement, notices, demands and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered against receipt therefor or mailed by United States certified mail, return receipt requested, postage prepaid, addressed as follows:

512 Seventh Avenue

New York, New York 10019

Attention:  Chief Financial Officer

This Agreement may be signed in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement.  For purposes of this Agreement, a facsimile copy of a party’s signature shall be sufficient to bind such party.

It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.

Except for the Executive Transition Agreement, dated the date hereof, between the Company and the Executive (the “Transition Agreement”), this Agreement contains the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior and contemporaneous agreements, both written and oral, between the parties with respect to the subject matter hereof, and may be modified only by a written instrument signed by each of the parties hereto.  To the extent that payments to Executive in connection with a termination of his employment in connection with a “Change of Control” (as such term is defined in the Transition

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Agreement) could be determined by the terms of both this Agreement and the Transition Agreement, the terms of the Transition Agreement shall apply to determine such payments to Executive upon such a termination of his employment; provided that, for the avoidance of doubt, it is understood that the foregoing shall not affect Executive’s rights under this Agreement in respect of a termination by the Company without justifiable cause or a termination by Executive for good reason, notwithstanding the occurrence of any such “Change in Control,” if for any reason such termination does not entitle Executive to the severance payments provided for under the Transition Agreement.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributors, successors and assigns; provided, however, that Executive shall not be entitled to assign or delegate any of his rights or obligations hereunder without the prior written consent of the Company.  It is intended that Sections 7, 8, 9 and 10 benefit each of the Company and each other member of the G-III Group, each of which is entitled to enforce the provisions of Sections 7, 8, 9 and 10.  Notwithstanding anything to the contrary, Executive shall be entitled to indemnification by the Company pursuant to the terms of any separate indemnification agreement as may be in effect from time to time for the benefit of Executive, and in any event the Company agrees that in the event Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or otherwise, by reason of the fact that Executive is or was an officer, director, manager or employee of the Company or any of its affiliates, Executive shall be indemnified by the Company to the fullest extent permitted or authorized by the Company’s articles of incorporation, bylaws or other governing documents.

The termination of Executive’s employment hereunder or the expiration of this Agreement shall not affect the enforceability of Sections 7, 8, 9 and 10 hereof.

The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

No provision of this Agreement or any related document shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.

The Section headings appearing in this Agreement are for the purposes of easy reference and shall not be considered a part of this Agreement or in any way modify, demand or affect its provisions.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

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EXHIBIT A

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[Letterhead of G-III Apparel Group, Ltd.]

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[Date]

[Executive]

[Address]

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Dear [Executive]:

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This will confirm that your employment with G-III Apparel Group, Ltd.. (the “Company”) has been terminated as of [date].  In exchange for your general release and fulfillment of all of your commitments in this Agreement, which are set forth below, the Company will pay you the severance amounts set forth in Section 5(f) of your employment agreement with the Company (the “Employment Agreement”).  In addition, you agree (i) to comply with the terms of Sections 7, 8 and 9 of the Employment Agreement, (ii) not to disparage the Company or any of its subsidiaries or affiliates (collectively, the “G-III Group”) or make or cause to be made any statement that is critical of or otherwise maligns the business reputation of the G-III Group and (iii) not to tortiously interfere in any manner with the present or future business activities of the G-III Group.

The foregoing voluntary payment is given in return for your discharge and release of all claims, obligations, and demands which you have, ever had, or in the future may have, against any member of the G-III Group and any of its or their stockholders, officers, directors, employees, or agents, arising out of or relating to your employment and the termination thereof up to the date of this Release, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, applicable New York State law, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act, the Employee Retirement Income Security Act of 1974, the Americans With Disabilities Act, and all other federal, state, and local discrimination laws, and claims for wrongful discharge.  You further waive and release any claimed right to reemployment, or employment in the future with the Company or any other member of the G-III Group.  You do not, however, waive or release any claims which arise after the date that you execute this agreement or any claims to enforce your rights to any payments or benefits owed under the Employment Agreement or pursuant to any Benefit Plans (as defined in the Employment Agreement) or any claims or rights to indemnification by the Company pursuant to any indemnification agreement as may be in effect for your benefit or pursuant to the Company’s articles of incorporation, bylaws or other governing documents.

The Company has advised you to consult with an attorney and/or governmental agencies prior to executing this agreement.  By executing this agreement you acknowledge that you have been provided an opportunity to consult with an attorney or other advisor of your choice regarding the terms of this agreement, that you have been given a minimum of twenty-one days in which to consider whether you wish to enter into this agreement, and that you have elected to enter into this agreement knowingly and voluntarily.  You may revoke your assent to this agreement within seven days of its execution by you (the “Revocation Period”), and the agreement will not become effective or enforceable until the Revocation Period has expired.

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If this is in accordance with our agreement, please sign and return to us the enclosed copy of this letter, which shall then be a binding agreement between us.

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Exhibit 10.2

G-III apparel group, ltd.
EXECUTIVE TRANSITION agreement
with jeffrey goldfarb

AGREEMENT made as of the fourth day of December, 2023, by and between G-III APPAREL GROUP, LTD. (the “Company”) and JEFFREY GOLDFARB (the “Executive”).

WITNESSETH:

WHEREAS, the Executive is employed as an executive of the Company; and

WHEREAS, the parties entered into an Executive Transition Agreement dated as of the 14^th day of July, 2008, as amended (the “Prior Agreement”) providing for certain severance protections in the event of an involuntary termination of the Executive’s employment in conjunction with a “change in control” of the Company, as described therein; and

WHEREAS, it is the intention of the Company and the Executive that this Agreement supersede the Prior Agreement, and that from and as of the date hereof the Prior Agreement shall be cancelled and of no further force and effect;

NOW, THEREFORE, in consideration of the foregoing, and the respective covenants and agreements herein contained, the parties hereto agree as follows:

(b)  The accounting firm engaged by the Company for general tax purposes or such other nationally-recognized accounting firm selected by the Company will perform the calculations contemplated by this Section 3. The Company and the Executive agree to provide such firm with such information and documents as such firm may reasonably request in order to perform such

calculations. The Company will bear all expenses of such firm with respect to the determinations required to be made hereunder. The accounting firm engaged to make the determinations hereunder will provide its calculations, together with detailed supporting documentation, to the Company and the Executive. If the accounting firm determines that no Excise Tax is payable with respect to a payment, either before or after the application of the Payment Cap, then it will furnish the Company with documentation reasonably acceptable to the Company that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the accounting firm made hereunder will be final, binding, and conclusive upon the Company and the Executive.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

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EXHIBIT A

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RELEASE AGREEMENT

This Release Agreement (“Agreement”) is made as of the __ day of  _______ 20__, by and between [Executive] (“Executive”) and G-III Apparel Group, Ltd. (the “Company”).  

1.This will confirm that a severance event as described in Section 1.1 of the Executive Transition Agreement between Executive and the Company, dated October ___, 2023 (the “Executive Transition Agreement”), has occurred. In accordance with paragraph 2 of the Executive Transition Agreement, the Executive’s right to receive and retain any severance payments or benefits under the Executive Transition Agreement is conditioned upon the timely receipt by the Company of a general release by the Executive in favor of Company, its affiliates and their officers, directors and employees, which is no longer subject to revocation. Accordingly, in consideration of the severance payments and benefits under the Executive Transition Agreement and other good and valuable consideration, Executive for himself and for the executors and administrators of his estate, his heirs, successors and assigns, hereby covenants not to commence an action or proceeding against, and releases and forever discharges, the Company and its, parent, subsidiaries, affiliates and their officers, directors, employees, and agents, and the respective executors, administrators, heirs, successors and assigns of the foregoing, from any and all claims and actions relating to Executive’s employment or the termination of Executive’s employment with the Company, including but not limited to actions arising under the New York State Executive Law, Title VII of the 1964 Civil Rights Act, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act, the Americans With Disabilities Act, and the Administrative Code of The City of New York, and all other causes of action, suits, sums of money, debts, dues, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, demands or damages of any nature whatsoever or by reason of any matter, cause or thing regardless of whether known or unknown at present, including tort or negligence claims, against the Company, its subsidiaries, affiliates, officers, directors, employees, and agents, which Executive ever had, now has or hereafter can, shall or may have for, upon, or by reason of, any matter, cause or thing whatsoever from the beginning of the world to the date hereof. The parties also agree that this Agreement does not either affect the rights and responsibilities of the Equal Employment Opportunity Commission to enforce the laws under its jurisdiction (the “EEO Laws”), or justify interfering with the protected right of an employee to file a charge or participate in an investigation or proceeding conducted by the Equal Employment Opportunity Commission under the EEO Laws.  In the event the Equal Employment Opportunity Commission commences a proceeding against the Company in which Executive is a named party, Executive agrees to waive and forego any monetary claims which may be alleged by the Equal Employment Opportunity Commission to be owed to Executive. This release does not affect the Executive’s right, if any, to receive any vested payments or benefits accrued and payable under and in accordance with the Executive Transition Plan or any employee benefit plan in which Executive is a participant, nor shall this release affect any right the Executive may have to indemnification by the Company. For the purposes hereof, the term “Company” shall include any direct or indirect successor to the Company. Executive does not waive or release any claims which arise after the date Executive executes this Agreement.

2.Executive has been advised to consult with an attorney prior to executing this Agreement.  By executing this Agreement, Executive acknowledges that (a) he has been provided with an opportunity to consult with an attorney or other advisor of his choice regarding the terms of this Agreement, (b) this is a final offer and Executive has been given [21 or 45, as applicable]

EXHIBIT A

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days in which to consider whether he wishes to enter into this Agreement, (c) Executive has elected to enter into this Agreement knowingly and voluntarily and (d) if he does so within fewer than [21]/[45] days from receipt of the final document he has knowingly and voluntarily waived the remaining time.  This Agreement shall be fully effective and binding upon all parties hereto immediately upon execution of this Agreement except as to rights or claims arising under the ADEA, in which case Executive has 7 days following execution of this Agreement to change his mind (the “Revocation Period”) by delivering written notice of such change to the Company within such 7-day period (and in the event of such a revocation, for the avoidance of doubt, severance payments and benefits under the Executive Transition Agreement will be forfeited by Executive).

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Exhibit 10.3

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AMENDED EMPLOYMENT AGREEMENT

AMENDED EMPLOYMENT AGREEMENT (this "Agreement") made as of November 27, 2023, between G-III Leather Fashions Inc., a New York corporation, with an office at 512 Seventh Avenue, New York, New York 10018 (the "Company"), and Dana Perlman, an individual residing at [redacted] (the "Executive").

WITNESSETH:

WHEREAS, the Company desires to employ Executive as a Chief Growth and Operations Officer of the Company, and Executive desires be so employed by the Company, upon the terms and subject to the conditions herein set forth; and

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations and covenants herein contained, the parties hereto agree as follows:

As compensation for the employment services to be rendered by Executive hereunder, the Company agrees to pay, or cause to be paid, to Executive, and Executive agrees to accept, payable in accordance with the Company's normal payroll policy at the time in effect:

(a)Executive's employment hereunder shall terminate upon the first to occur of the following:

(b)For the purposes of this Agreement:

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Executive represents that she has apprised the Company of all restrictive covenants or other restrictions applicable to Executive and that she has given the Company a copy of any and all agreements or documents that contain such restrictive covenants or other restrictions.

8.NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.

(a)Executive shall not, during the term of this Agreement, or at any time following expiration or termination of this Agreement, directly or indirectly, disclose or permit to be known (other than as is required in the regular course of her duties, including without limitation disclosures to the Company's advisors and consultants, or as is required by law, in which case Executive shall give the Company prior written notice of such required disclosure, or with the prior written consent of the Company) to any person, firm or corporation any Confidential Information (as hereinafter defined) acquired by her during the course of, or as an incident to, her employment hereunder, relating to the G-III Group, any customer, supplier, licensee or licensor of the G-III Group, or any corporation, partnership or other entity owned or controlled, directly or indirectly, by any of the foregoing, or in which any of the foregoing has a beneficial interest, including, but not limited to, the business affairs of each of the foregoing. As used herein, the term "Confidential Information" shall mean proprietary technology, trade secrets, designs, sketches, market studies and forecasts, competitive analyses, pricing policies, employee lists, personnel policies, manufacturing sources, the substance of agreements with customers, suppliers, licensors, licensees and others, marketing arrangements, licensing agreements, servicing and training programs and arrangements, customer lists and any other documents embodying such confidential information. Notwithstanding the foregoing, Confidential Information shall not include any information which is or becomes publicly available other than in violation of this Section 8, any information in Executive’s possession or known to Executive prior to employment with the Company, Executive’s contact lists, whether in electronic or paper form (e.g. rolodex, Outlook contacts, etc.), or any information which Employee obtains after the termination of Employee’s employment with the Company from a third party who to the knowledge of Employee has the right to disclose such information.

(b)All information and documents relating to the G-III Group as hereinabove

described (or other business affairs) shall be the exclusive property of the G-III Group. Upon termination of Executive's employment with the Company, all documents, records, reports, writings and other similar documents containing confidential information, including copies thereof, then in Executive's possession or control shall be returned and left with the Company.

Executive agrees that if she breaches, or threatens to commit a breach of, any of the provisions of Sections 6, 7, or 8 (the "Restrictive Covenants"), the Company shall have, in addition to, and not in lieu of, any other rights and remedies available to the Company under law and in equity, the right to seek injunctive relief and/or to seek to have the Restrictive Covenants specifically enforced by a court of competent jurisdiction, without the posting of any bond or other security, it being agreed that any breach or threatened breach of the Restrictive Covenants may cause irreparable injury to the G-III Group and that money damages may not provide an adequate remedy to the Company. Notwithstanding the foregoing, nothing herein shall constitute a waiver by Executive of her right to contest whether a breach or threatened breach of any Restrictive Covenant has occurred.

No amendment or alteration of the terms of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.

Executive and the Company agree to execute and abide by the terms of the Arbitration Agreement that is attached hereto as Exhibit C and made a part hereof.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed therein.

The holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect.

Any notices required or permitted to be given hereunder shall be sufficient if in writing, and if delivered by hand or overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or such other address as either party may from time to time designate in writing to the other, and shall be deemed given as of the date of the delivery or at the expiration of three days in the event of a mailing.

This Agreement may be signed in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement. For purposes of this Agreement, an emailed or facsimile copy of a party's signature shall be sufficient to bind such party.

It is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party.

This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior and contemporaneous agreements, both written and oral, between the parties with respect to the subject matter hereof, and may be modified only by a

written instrument signed by each of the parties hereto.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, distributors, successors and assigns; provided, however, that Executive shall not be entitled to assign or delegate any of her rights or obligations hereunder without the prior written consent of the Company. It is intended that Sections 6, 7, 8, and 9 benefit each of the Company and each other member of the G-III Group, each of which is entitled to enforce the provisions of Sections 6, 7, 8, and 9. Notwithstanding anything to the contrary, Executive shall be entitled to indemnification by the Company pursuant to the terms of any separate indemnification agreement as may be in effect from time to time for the benefit of Executive, and in any event the Company agrees that in the event Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or otherwise, by reason of the fact that Executive is or was an officer, director, manager or employee of the Company or any of its affiliates, Executive shall be indemnified by the Company to the fullest extent permitted or authorized by the Company's articles of incorporation, bylaws or other governing documents.

The termination of Executive's employment hereunder or the expiration of this Agreement shall not affect the enforceability of Sections 6, 7, 8, and 9 hereof.

The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

No provision of this Agreement or any related document shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.

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The Section headings appearing in this Agreement are for the purposes of easy reference and shall not be considered a part of this Agreement or in any way modify, demand or affect its provisions.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

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EXHIBIT A

[Letterhead of G-III Leather Fashions Inc.]

[Date]

[Executive]

[Address]

Dear [Executive]:

This will confirm that your employment with G-III Leather Fashions Inc.. (the "Company") has terminated as of [date]. In exchange for your general release and fulfillment of all of your commitments in this letter (“Agreement”), which are set forth below, the Company will pay you the severance amounts set forth in Section 4(f) of your employment agreement with the Company (the "Employment Agreement"). In addition, you agree (i) to comply with the terms of Sections 6, 7, and 8 of the Employment Agreement, (ii) not to disparage the Company or any of its subsidiaries or affiliates (collectively, the "G-III Group") or any of the G-III Group’s directors, officers or employees, or make or cause to be made any statement that is critical of or otherwise maligns the business reputation of the G-III Group and (iii) not to tortiously interfere in any manner with the present or future business activities of the G-III Group.

The foregoing voluntary payment is given in return for your discharge and release of all claims, obligations, and demands which you have, ever had, or in the future may have, against any member of the G-III Group and any of its or their stockholders, officers, directors, employees, or agents, each in their capacity as such, arising out of or relating to your employment and the termination thereof up to the date of this Release, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, applicable New York State law, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act, the Employee Retirement Income Security Act of 1974, the Americans With Disabilities Act, and all other federal, state, and local discrimination laws, and claims for wrongful discharge. You further waive and release any claimed right to reemployment, or employment in the future with the Company or any other member of the G-III Group. You do not, however, waive or release any claims (i) which arise after the date that you execute this agreement; (ii) that cannot be released as a matter of law, including your rights to COBRA, workers compensation, and unemployment insurance (the application for which shall not be contested by the Company); (iii) to enforce your rights to any payments or benefits owed under the Employment Agreement or pursuant to any Benefit Plans (as defined in the Employment Agreement); or (iv) any claims or rights to indemnification by the Company pursuant to any indemnification agreement as may be in effect for your benefit or pursuant to the Company's articles of incorporation, bylaws or other governing documents or applicable law.¹

¹ Subject to revision if and when applicable in light of any changes in the law.

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The Company has advised you to consult with an attorney and/or governmental agencies prior to executing this Agreement. By executing this Agreement you acknowledge that you have been provided an opportunity to consult with an attorney or other advisor of your choice regarding the terms of this Agreement, that you have been given a minimum of twenty-one days in which to consider whether you wish to enter into this Agreement, and that you have elected to enter into this Agreement knowingly and voluntarily. You may revoke your assent to this Agreement within seven days of its execution by you (the "Revocation Period"), and the Agreement will not become effective or enforceable until the Revocation Period has expired.

If this is in accordance with our agreement, please sign and return to us the enclosed copy of this letter, which shall then be a binding agreement between us.

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EXHIBIT B
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CONFIDENTIALITY, NON-COMPETITION

AND NON-SOLICITATION AGREEMENT

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CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT, dated as of ______________ (the “Agreement”), between G-III Leather Fashions, Inc., with offices located at 512 Seventh Avenue, New York, New York 10018 (the "Company"), and Dana Perlman, an individual residing at [redacted] (“Employee”).  In consideration of Employee’s employment with the Company, the Company and Employee agree as follows:

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Upon the earlier of the termination of Employee’s employment with the Company or demand by the Company, Employee shall deliver to the Company all Confidential Materials and all computer files, books, printed materials, records, designs, drawings, visual materials and any other documents (whether maintained in paper, electronic or any other medium) containing any Confidential Information in Employee’s possession or control to the Company, and Employee agrees not to retain any copies or extracts thereof, provided, however, that Employee may retain Employee’s contact lists, whether in electronic or paper form (e.g. rolodex, Outlook contacts and calendar, etc.) and copies of documents related to Employee’s compensation and benefits.  Employee shall notify the Company immediately upon discovering any unauthorized use or

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disclosure of Confidential Information or Confidential Materials and agrees to cooperate with the Company in every reasonable way to help the Company regain possession of the Confidential Information and/or Confidential Materials and/or to prevent further unauthorized use or disclosure of same. Nothing contained herein is intended to prohibit Employee’s compliance with legal process, provided, however, that in the event of a document request or subpoena calling for the disclosure of Confidential Information and/or Confidential Materials, Employee agrees to give the Company prompt written notice thereof and to cooperate with the Company in its efforts to obtain a protective order related thereto.

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Employee acknowledges that all copyrightable works created by Employee as an Employee will be “works made for hire” on behalf of the Company and that the Company shall have all rights therein in perpetuity throughout the world.  Employee hereby appoints any officer(s) of the Company as Employee’s duly authorized attorney-in-fact to execute, file, prosecute and protect Such Inventions before any government agency, court or authority.  If for any reason the Company does not own any Such Invention, the G-III Companies shall have the exclusive and royalty free right to use in their businesses, and to make products therefrom, Such Invention as well as any improvements or know-how related thereto.  

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Employee further acknowledges that the Company has a legitimate business interest in

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preventing Employee from violating this Agreement.  Employee agrees that the Company may be immediately and irreparably harmed, and that such harm may not be readily susceptible to measurement in economic terms, or economic compensation may be inadequate, if Employee were to violate the terms of this Agreement or if any of its terms were not specifically enforced.  Employee therefore agrees that, if Employee violates, threatens to violate, or inevitably will violate this Agreement, the Company is entitled to seek preliminary and permanent injunctive relief, specific performance, and other equitable remedies, in addition to any and all remedies at law, without the necessity of posting a bond.  In addition, if Employee violates this Agreement and the Company is required to take legal action to enforce the restrictions contained herein, the restrictions in this Agreement shall be extended for any time during which Employee was in breach, such that Employee is required to refrain from engaging in any of the activities proscribed in this Agreement for the full period of the relevant restrictions.  

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day

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and year first above written.

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EXHIBIT C

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ARBITRATION AGREEMENT

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G-III Leather Fashions, Inc. (the “Company”) and Dana Perlman (the “Employee”) agree that, except as set forth below, (a) all disputes and claims of any nature that Employee may have against the Company or any of its members, managers, parent, subsidiaries, affiliates, or related entities, or any of their officers, directors, employees or agents in their capacity as such, including any and all statutory, contractual, and common law claims (including all employment discrimination claims), and any disputes concerning the validity, enforceability, or the applicability of this Arbitration Agreement to any particular dispute or claims or the termination of your employment with the Company, and (b) all disputes and claims of any nature that the Company may have against Employee, will be submitted exclusively to mandatory arbitration in New York, New York or, at the Employee’s option, in the county in which the Employee worked at the time the dispute arose.  Absent agreement to the contrary, the mandatory arbitration will be conducted under the JAMS Employment Arbitration Rules & Procedures (“JAMS Rules”) and will be submitted before a single arbitrator selected in accordance with the JAMS Rules.  The arbitrator shall have the same authority to award remedies and damages as a judge and/or jury under state or federal law.

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The Company will pay the arbitrator’s fee as well as all filing and administrative fees in connection with the arbitration.  However, the Company and Employee will each pay their own attorneys’ fees incurred in connection with the arbitration, and the arbitrator will not have authority to award attorney’s fees unless a statute or contract at issue in the dispute authorizes the award of attorney’s fees to the prevailing party.

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The Company and Employee agree that the resolution of our disputes likely would involve information that each party considers to be sensitive, personal, confidential, and/or proprietary and that it is in both the Employee’s and the Company’s interests to resolve disputes in a non-public forum.  Accordingly, the Company and Employee agree that all information regarding the dispute, claim or arbitration proceedings, including any settlement or arbitration award, will not be disclosed by Employee, the Company, any arbitrator, or JAMS to any third party without the written consent of the Company and Employee or as otherwise required by law.  Notwithstanding the foregoing, the parties shall be entitled to communicate with potential witnesses to prepare for the prosecution and/or defense of the arbitration claims.  No party shall join, and no arbitrator may allow any party to join, claims of any other employee(s) in a single arbitration proceeding, and there will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action without the consent of the Company and Employee.  Notwithstanding any other clause contained in this Arbitration Agreement, the preceding sentence shall not be severable from this Arbitration Agreement in any case in which the dispute to be arbitrated is brought as a class or collective action.    

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Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Arbitration Agreement and to enforce an arbitration award.  In any court filings, the Company and Employee shall comply with applicable court rules to maintain the confidential nature of the proceedings, including filing documents reflecting confidential information under seal.  In the event a party seeks a court order to compel arbitration under this Arbitration Agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees, costs, and

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litigation expenses incurred in connection with the court action to compel arbitration.  The Company and Employee expressly waive any right to a trial by jury on any claim covered by this Arbitration Agreement.

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Notwithstanding this agreement to arbitrate, the Company and Employee may seek and obtain any injunctive relief necessary to maintain the status quo or prevent the possibility of irreversible or irreparable harm pending final resolution of arbitration.  This Arbitration Agreement does not apply to disputes or claims related to worker’s compensation, state disability insurance, disputes or claims related to unemployment insurance benefits, unfair labor practice charges under the National Labor Relations Act and disputes or claims that are expressly excluded from arbitration by federal statute.  Claims may be brought before an administrative agency but only to the extent applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate.

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Employee acknowledges that Employee is entering into this Arbitration Agreement in exchange for good and valuable consideration, including but not limited to the Company’s agreement to arbitrate any disputes it may have against Employee.  This Arbitration Agreement shall survive the employer-employee relationship between Employee and the Company, and shall apply to any claim, whether it arises or is asserted during or after the termination of Employee’s employment with the Company.  This Arbitration Agreement shall inure to the benefit of any successor of the Company, whether by merger, consolidation, sale of assets or otherwise.  References herein to the Company shall be deemed to include any such successor(s).  This Arbitration Agreement represents the entire understanding among the parties relating to the subject matter hereof, supersedes all prior oral or written understandings and agreements relating to the subject matter hereof, and may not be amended, terminated or discharged except in writing signed by all of the parties hereto.

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It is the intent of the parties to this Arbitration Agreement to arbitrate any and all disputes or claims of a legal nature that either party may have against the other.  If any provision of this Arbitration Agreement is deemed unenforceable by any adjudicative body, that provision shall be severed and the intent of the parties shall be upheld.  This Arbitration Agreement shall be governed by and interpreted in accordance with the Federal Arbitration Act.  To the extent that state law is applicable, the statutes and common law of New York shall apply (without regard to conflict of law principles).  

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Exhibit 99.1

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G-III Apparel Group Appoints Dana Perlman as its New Chief Growth and Operations Officer

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NEW YORK, New York, Dec 5, 2023 – G-III Apparel Group, Ltd. (NASDAQ: GIII) a global leader in fashion, with expertise in design, sourcing, and manufacturing, today announced the appointment of Dana Perlman as Chief Growth and Operations Officer, effective January 8, 2024.

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In this newly created role, Ms. Perlman will draw on her over 20-year career in apparel, strategy and finance to drive innovation, optimize operations and identify new opportunities for G-III. As part of the company’s leadership team, she will oversee Strategy, Finance, Communications, Information Technology, and other Operating functions. Most recently, Ms. Perlman spent over 10 years at PVH Corp. where she played a critical role in transforming the business as Chief Strategy Officer, having led global business strategy and development, along with Treasury and Communications, including Investor Relations.

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G-III CEO Morris Goldfarb said, “As we focus on new opportunities to evolve our business, I am pleased to welcome Dana to G-III. With impressive experience and a strong track record of success leading strategy, finance and business development, she brings a wealth of industry expertise and is well-equipped to support our plans. The executive team and I are excited to work closely with Dana to drive our ambitious growth agenda forward.”

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Ms. Dana Perlman said, “G-III is an unparalleled leader in the apparel industry with a reputation for delivering and an eye towards the future. I look forward to working with Morris and the entire team to further enhance the Company's strategy and financial and operating performance, as well as advance its competitive position for the future. Having worked as an industry partner with G-III over the last decade, I have admired what G-III has built, from its brands and operations to its strong retail relationships. I am excited to see what we will accomplish together.”

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Prior to PVH, Ms. Perlman held several roles in investment banking retail groups at Barclays Capital, Lehman Brothers and Credit Suisse First Boston. She holds a Bachelor’s in Business Administration from the Ross School of Business at the University of Michigan. Ms. Perlman is a Director of O’Reilly Automotive Inc. and previously served on the Board of Sigma Lithium Corp. In 2023 and 2018 she was recognized by WomenInc. in their annual Most Influential Corporate Board Directors list, and in 2018 by Equilar in their 50 Youngest U.S. Public Company Board Members list.

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About G-III Apparel Group, Ltd.

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G-III designs, sources and markets apparel and accessories under owned, licensed and private label brands. G-III’s substantial portfolio of more than 30 licensed and proprietary brands is anchored by its global power brands: DKNY, Donna Karan, Karl Lagerfeld, Calvin Klein and Tommy Hilfiger. G-III’s owned brands include DKNY, Donna Karan, Karl Lagerfeld, Vilebrequin, G.H. Bass, Eliza J, Jessica Howard, Andrew Marc, Marc New York, Wilsons Leather and Sonia Rykiel. G-III has fashion licenses under the Calvin Klein, Tommy Hilfiger, Nautica, Halston, Kenneth Cole, Cole Haan, Guess?, Vince Camuto, Levi’s, Dockers and Champion brands. Through its team sports business, G-III has licenses with the National Football League, National Basketball Association, Major League Baseball, National Hockey League and over 150 U.S. colleges and universities. G-III also distributes directly to consumers through its DKNY, Karl Lagerfeld, Karl Lagerfeld Paris and Vilebrequin stores and its digital channels for the DKNY, Donna Karan, Vilebrequin, Karl Lagerfeld, Karl Lagerfeld Paris, Wilsons Leather and G.H. Bass brands.