Exhibit 10.1

 

“Core EPS”

 

TAILORED BRANDS, INC.

2016 LONG-TERM INCENTIVE PLAN

 

PERFORMANCE UNIT AWARD AGREEMENT

 

Tailored Brands, Inc., a Texas corporation (the “Company”), hereby grants to the undersigned employee of the Company (the “Employee”) the following Performance Units Award (“Performance Units”) pursuant to the terms and conditions of the Tailored Brands, Inc. 2016 Long-Term Incentive Plan (the “Plan”), and this Performance Unit Award Agreement (this “Award Agreement”).

 

	
1. Name of Employee:
    	
 [ · ] 
    
	
 
    	
 
    
	
2. Grant Date:
    	
 [ · ],   20[ · ] (the “Grant Date”)
    
	
 
    	
 
    
	
3. Performance Period:
    	
The period commencing   on [ · ],   20[ · ] and ending on [ · ],   20[ · ] (the “Performance Period”)
    
	
 
    	
 
    
	
4.   Performance Units Granted:
    	
[ · ]
    
	
 
    	
 
    
	
5. Vesting:
    	
Except as otherwise   provided in this Award Agreement, the Performance Units will vest only if and   to the extent that: (a) the Compensation Committee determines that the   Performance Goals set forth in Section 6 of this Award Agreement (the   “Performance Goals”) have been satisfied; and (b) the Employee is   employed with the Company or any Affiliate on the last day of the applicable   time-vesting period set forth in Section 7 of this Award Agreement.
    
	
 
    	
 
    
	
6. Performance Goals:
    	
The Performance Goal   applicable to the Performance Units granted to the Employee pursuant to this   Award Agreement shall be Core EPS, as defined in Exhibit A attached   hereto and made a part of this Award Agreement.

 

At the end of the Performance   Period, if Core EPS is less than $[ · ],   the Performance Units awarded under this Award Agreement shall be forfeited   and no longer considered outstanding or to be held by the Employee as of the   close of business on the date on which the Compensation Committee certifies   that Core EPS is less than $[ · ]. If Core   EPS is equal to or greater than $[ · ],   the number of Performance Units awarded under this Award Agreement shall be   multiplied by a percentage based upon the actual Core EPS as indicated on   Exhibit B attached hereto and made a part of this Award Agreement. The   resulting number from this calculation shall be the number of “Adjusted   Performance Units” that shall remain outstanding and 
    


 











 

	
 
    	
held by the Employee,   subject to the time-vesting requirements of Section 7 of this Award   Agreement.
    
	
 
    	
 
    
	
7.   Time-Vesting Requirements:
    	
Except as otherwise   provided in this Award Agreement, any Adjusted Performance Units that remain   outstanding at the end of the Performance Period pursuant to the provisions   of Section 6 of this Award Agreement will vest to the extent that the   Employee satisfies the requirements of this Section 7. If the Employee   is employed by the Company or any Affiliate on [ · ],   20[ · ] (the “Vesting Date”), then 100% of the   Adjusted Performance Units will become vested. 
    
	
 
    	
 
    
	
8. Settlement:
    	
Except as otherwise   provided herein, at the time that any of the Performance Units or Adjusted   Performance Units vest pursuant to Section 7 or any other section of   this Award Agreement, the Employee (or, in the event of the Employee’s death,   the Employee’s beneficiary) will receive one (1) share of Stock for each   Performance Unit or Adjusted Performance Unit that vests. Performance Units   or Adjusted Performance Units settled under this Award Agreement are intended   to be exempt from Section 409A under the exemption for short term   deferrals. Accordingly, Performance Units or Adjusted Performance Units will   be settled in shares of Stock no later than the 15th day of the third month following the end of   the fiscal year of the Company (or if later the calendar year) in which the   Performance Units or Adjusted Performance Units vest.
    
	
 
    	
 
    
	
9.   Dividend Equivalent Payments:
    	
If, during the period   beginning on the Grant Date and ending on the date on which any Performance   Units or Adjusted Performance Units are to be settled pursuant to   Section 8 of this Award Agreement (the “Applicable Dividend Period”),   the Company pays any dividends in cash with respect to the outstanding shares   of Stock (a “Cash Dividend”), then, upon the settlement of vested Performance   Units or Adjusted Performance Units, the Employee shall also be entitled to   receive a cash payment in an amount equal to the product of (a) the   number of shares of Stock to be issued upon such settlement of the   Performance Units or Adjusted Performance Units; and (b) the aggregate   amount of the Cash Dividends paid per share of Stock during the Applicable   Dividend Period (the “Dividend Equivalents”). Such Dividend Equivalents will   be payable by the Company at the same time as the Performance Units or   Adjusted Performance Units to which they relate are settled pursuant to   Section 8 of this Award Agreement.

 

If during the   Applicable Dividend Period the Company pays any dividends in shares of Stock   with respect to the outstanding shares of Stock, then, the Company will   increase the number of 
    


 

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Performance Units   granted hereunder by an amount equal to the product of (a) the number of   shares of Stock to be issued in exchange for the then outstanding Performance   Units; and (b) the number of shares of Stock paid by the Company per   share of Stock (collectively, the “Stock Dividend Performance Units”). Each   Stock Dividend Performance Unit will be subject to the same terms and   conditions applicable to the Performance Unit for which such Stock Dividend   Performance Unit was awarded (including the calculation described in   Section 6) and will be settled at the same time and on the same basis as   such Performance Unit.
    
	
 
    	
 
    
	
10. Retirement:
    	
If the Employee’s   employment with the Company or any Affiliate terminates by reason of the   Employee’s Retirement before the Vesting Date; provided, that, the Employee   does not “compete with the business of the Company and its subsidiaries” (as   defined in Exhibit C attached hereto and made a part of this Award   Agreement) through such date, the Adjusted Performance Units, as calculated   under Section 6 of this Award Agreement, shall become vested as of the   Vesting Date. Any Adjusted Performance Units that vest pursuant to the provisions   of this Section 10 will be settled at the time and in the manner   described in Section 8 of this Award Agreement.
    
	
 
    	
 
    
	
11. Death or   Disability:
    	
If the Employee’s   employment with the Company or any Affiliate terminates by reason of the   Employee’s death or Disability before the Vesting Date, the Adjusted   Performance Units (as calculated under Section 6 of this Award   Agreement), pro-rated from [ · ],   20[ · ] through the date of the Employee’s   Termination of Employment, shall become vested as of the Vesting Date and any   remaining Adjusted Performance Units granted under this Award Agreement shall   be forfeited and no longer considered outstanding as of such date. Any   Adjusted Performance Units that vest pursuant to the provisions of this   Section 11 will be settled at the time and in the manner described in   Section 8 of this Award Agreement.
    
	
 
    	
 
    
	
12. Termination of Employment for any Reason other   than Retirement, Death or Disability:
    	
Except as otherwise   provided in this Award Agreement, if the Employee’s employment with the   Company or any Affiliate terminates for any reason other than the Employee’s   Retirement, death or Disability before the date of settlement of an Adjusted   Performance Unit under Section 8 of this Award Agreement, then all then   unvested Adjusted Performance Units granted under this Award Agreement will   be forfeited as of the date of the Employee’s termination of employment.
    
	
 
    	
 
    
	
13. Change in Control:
    	
In the event of a   Change in Control, if the Employee is eligible to participate in the Change   in Control Plan, the provisions of
    


 

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Exhibit D which is   attached hereto and made a part of this Award Agreement will apply with   respect to any outstanding Performance Units or Adjusted Performance Units.   The term “Change in Control Plan” shall mean the Tailored Brands, Inc.   Senior Employee Change in Control Severance Plan, adopted effective   September 8, 2016.
    
	
 
    	
 
    
	
14. Conditions:
    	
The Company’s   obligation to deliver shares of Stock upon the settlement of a vested   Performance Unit or Adjusted Performance Unit is subject to the satisfaction   of the following conditions: (a) the Employee is not, at the time of   settlement, in material breach of any of his or her obligations under this   Award Agreement, or under any other agreement with the Company or any   Affiliate; (b) no preliminary or permanent injunction or other order   against the delivery of the shares of Stock issued by a federal or state   court of competent jurisdiction in the United States shall be in effect;   (c) there shall not be in effect any federal or state law, rule or   regulation which prevents or delays delivery of the shares of Stock or   payment, as appropriate; and (d) the Employee shall confirm any factual   matters reasonably requested by the Compensation Committee, the Company or   counsel for the Company.
    
	
 
    	
 
    
	
15. Shareholder Rights:
    	
Except as otherwise   provided in this Award Agreement, the Employee shall have none of the rights   of a shareholder with respect to the shares of Stock underlying the   Performance Units or any Adjusted Performance Units, until the Employee   becomes the recordholder of the shares of Stock underlying the Performance   Units or Adjusted Performance Units.
    
	
 
    	
 
    
	
16. Effect of Plan:
    	
The Performance Units   and Adjusted Performance Units are subject in all cases to the terms and   conditions set forth in the Plan, which are incorporated into and made a part   of this Award Agreement. In the event of a conflict between the terms of the   Plan and the terms of this Award Agreement, the terms of the Plan will   govern. All capitalized terms that are used in this Award Agreement but are   not defined in this Award Agreement shall have the meanings ascribed to such   terms in the Plan.
    
	
 
    	
 
    
	
17. Acknowledgment:
    	
By signing below, the   Employee acknowledges and agrees that the Performance Units and any Adjusted   Performance Units are subject to all of the terms and conditions of the Plan and   this Award Agreement.
    
	
 
    	
 
    
	
18. Counterparts:
    	
This Award Agreement   may be signed in counterparts, each of which will be deemed an original, but   all of which will constitute one and the same instrument.
    


 

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19.   Forfeiture for Cause:
    	
Notwithstanding   any other provision of this Agreement, the Performance Units and any   resulting Adjusted Performance Units granted hereunder shall be subject to   the Forfeiture for Cause provisions contained in Section 4.7 of the   Plan.  
    
	
 
    	
 
    
	
20. Effect on Other Agreements:
    	
The   parties acknowledge and agree that, with the exception of an employment   agreement, if applicable to the Employee, the provisions of this Award   Agreement shall supersede any and all other agreements and rights that the   Employee has under any agreements or arrangements between the Employee and   the Company, whether in writing or otherwise, with respect to the matters set   forth herein.  
    


 

IN WITNESS WHEREOF, the Company has caused this Award Agreement to be duly executed by an officer thereunto duly authorized, and the Employee has executed this Award Agreement, all effective as of the Grant Date.

 

	
 
    	
TAILORED   BRANDS, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By:   
    	
[ · ]
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
EMPLOYEE:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Name:
    	
[ · ]
    


 

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EXHIBIT A

 

Definition of Core EPS

 

For purposes of this Award Agreement, the term “Core EPS” shall have the following meaning:

 

“Core EPS” shall mean diluted net earnings per share of Stock allocated to common shareholders for the fiscal year ending [ · ], 20[ · ], (the “[ · ] Fiscal Year”), calculated pursuant to the formula [(a) - (b) - (c)] * [1 – (d)] ÷ (e), where (a) equals, for the Fiscal Year, the Company’s earnings before interest and taxes (“EBIT”); (b) equals, for the Fiscal Year, the sum of EBIT from the operations of (i) Corporate Apparel and (ii) MW Cleaners; (c) equals, for the Fiscal Year, the Company’s net interest expense; (d) equals, for the Fiscal Year, the Company’s effective tax rate; and (e) equals diluted weighted-average shares outstanding for the Fiscal Year.  In determining diluted net earnings per share of Stock allocated to common shareholders for the [ · ] Fiscal Year, the diluted weighted-average shares outstanding used in such determination shall not be reduced for any shares of Stock repurchased by the Company during the period from the Grant Date through the last day of the [ · ] Fiscal Year under any share repurchase authorization by the Board.

 











 

EXHIBIT B

 

Percentage By Which Performance Units Multiplied To Determine
 Number of Adjusted Performance Units

 

	
Core EPS
    	
 
    	
Percentage by Which
   Performance Units
   Multiplied
    	
 
    	
Core EPS
    	
 
    	
Percentage by Which
   Performance Units
   Multiplied
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 











 

EXHIBIT C

 

Definition of Compete with the Business

of the Company and its Subsidiaries

 

For purposes of this Award Agreement, the term “compete with the business of the Company and its subsidiaries” shall include the Employee’s participation in any operations that compete with any business now conducted by the Company or its subsidiaries, including the sale of menswear or shoes at retail, the sale or rental of men’s formal wear, the sale or rental of occupational uniforms or other corporate wear merchandise or any material line of business proposed to be conducted by the Company or one or more of its subsidiaries known to the Employee and with respect to which the Employee devoted time as part of his or her employment on behalf of the Company or one or more of its subsidiaries, including but not limited to the business of dry cleaning, whether such participation is individually or as an officer, director, joint venture, agent or holder of an interest (except as a holder of a less than 1% interest in a publicly traded entity or mutual fund) or any individual, corporation, association, partnership, joint venture or other business entity so engaged and shall be applicable with respect to the United States, Canada, the United Kingdom and any other country in which the Employee would be competing with the business of the Company or its subsidiaries.

 

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EXHIBIT D

 

Change in Control Provisions Applicable to

Performance Units and Adjusted Performance Units

 

Events Occurring After a Change in Control

 

In the event that a Change in Control occurs, the Performance Units and Adjusted Performance Units will vest in the manner described in the following schedule, based upon the applicable event described therein:

 


	
Date of Change in Control
    	
 
    	
Event Affecting Employee
    	
 
    	
Vesting of Performance Units
   or Adjusted Performance
   Units
    
	
On or Before [ ·   ], 20[ · ]
    	
 
    	
1. Remains employed on Vesting   Date
    	
 
    	
1. 100% of number of Performance   Units will vest on Vesting Date
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
2. Termination of   Employment before Vesting Date either (a) by Company otherwise than as a   result of a Termination for Cause; or (b) by the Employee pursuant to a   Termination for Good Reason
    	
 
    	
2. 100% of number of   Performance Units will vest on date of Separation From Service
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
On or After [ ·   ], 20[ · ]

 

For any Change in Control occurring on or after [ ·   ], 20[ · ], for all purposes under this Award   Agreement, the Company will undertake to require the acquirer to preserve and   maintain the Company’s business and accounting in all manner necessary so   that all factors needed to prepare the calculations in Section 6 of this   Award Agreement will then be available
    	
 
    	
1. Remains employed on Vesting Date
    	
 
    	
1. 100% of number of   Adjusted Performance Units (as calculated under Section 6 of this Award   Agreement) will vest on Vesting Date
    




 

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2. Termination of   Employment before Vesting Date either (a) by Company otherwise than as a   result of a Termination for Cause; or (b) by the Employee pursuant to a   Termination for Good Reason
    	
 
    	
2. 100% of number of   Adjusted Performance Units (as calculated under Section 6 of this Award   Agreement) will vest on the date of Separation From Service
    




 

Events Occurring Before a Change in Control

 

In the event that certain events affecting the Employee occur prior to, and in anticipation of, a Change in Control, the Performance Units and Adjusted Performance Units will vest in the manner described in the following schedule, based upon the applicable event described therein:

 

	
Event Affecting Employee
    	
 
    	
Vesting of Performance Units or
   Adjusted Performance Units
    
	
1. Termination of   Employment before [ · ],   20[ · ] in anticipation of a Change in Control   either (a) by the Company otherwise than as a result of a Termination   for Cause; or (b) by the Employee pursuant to a Termination for Good   Reason
    	
 
    	
1. 100% of number of   Performance Units will vest on the date of Separation From Service
    
	
 
    	
 
    	
 
    
	
2. Termination of   Employment on or after [ · ],   20[ · ] in anticipation of a Change in Control   either (a) by the Company otherwise than as a result of a Termination   for Cause; or (b) by the Employee pursuant to a Termination for Good   Reason
    	
 
    	
2. 100% of the number   of Adjusted Performance Units (as calculated under Section 6 of this   Award Agreement) will vest on the Vesting Date
    


 

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