THIRD AGREEMENT TO EMPLOYMENT AGREEMENT



 Exhibit 10.3 
  
 THIRD AMENDMENT TO 
 EMPLOYMENT AGREEMENT 
  
 WHEREAS, Casual Male Retail Group, Inc.,
(formerly Designs, Inc., “CMRG”) and Dennis R. Hernreich (“Executive”) entered into a certain Employment Agreement dated as of August 14, 2000, as amended by Letter Agreement dated April 25, 2001 and by Second Amendment to
Employment Agreement dated January 30, 2003 (hereinafter referred to as the “Agreement”); and 
  
 WHEREAS, Company and Executive wish to amend, modify and/or restate certain terms, provisions, conditions, and covenants of the Agreement. 
  
 NOW, THEREFORE, in consideration of the foregoing, and of the promises, covenants, conditions and agreements contained herein, and for One
Dollar ($1.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby expressly acknowledged, the Company and Executive hereby agree to amend the Agreement as follows: 
  

	1.	 	Section 1 of the Agreement is hereby amended to acknowledge that the Board of Directors has granted Executive the title of Executive Vice President, Chief Operating Officer and
Chief Financial Officer of the Company. 

  

	2.	 	Section 3(a) of the Agreement is hereby deleted in its entirety and the following is hereby substituted in lieu thereof: 

  

	 	“3.	 	COMPENSATION 

  
 (a) As compensation for the employment services to be rendered by the Executive hereunder, the Company agrees to pay to Executive, and Executive agrees to
accept, payable in equal installments in accordance with Company practice, an annual base salary of $393,750, effective as of July 1, 2003.” 
  

	3.	 	A new Section 8. (i) and 8. (j) shall be added as follows: 

  
 “8. (i) In the event Executive is terminated without justifiable cause (as defined herein) within one (1) year after a Change of Control has
occurred, Executive shall receive in full satisfaction of any obligation relating to Executive’s employment or the termination thereof the greater of: (a) the base salary for the remaining term of this Agreement, or (b) an amount equal to the
current base salary for one (1) year. The Company must make a lump sum payment of all money due and owing within fifteen (15) days of termination. 
  
 8. (j) For the purposes of the paragraph 8, “Change of Control” shall mean (i) any sale of all or substantially all of the assets of the Company
to any person or group of related persons within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (“Group”), (ii) any acquisition by any person or Group of shares of capital stock of the Company representing
more than 50% of the aggregate voting power of the outstanding capital stock of the Company entitled under ordinary circumstances to elect the Directors of the Company (“Voting Stock”) or (iii) any replacement of a majority of the Board of
Directors of the Company over the twelve-month period following the 








 
acquisition of shares of the capital stock of the Company representing more than 10% of the Voting Stock by any person or Group which does not currently own
more than 10% of such Voting Stock (unless such replacement shall have been approved by the vote of the majority of the Directors then in office who either were members of the Board of Directors at the beginning of such twelve-month period or whose
elections as Directors was previously so approved).” 
  

	4.	 	Except as herein specifically modified and amended, all of the terms, provisions, conditions, and covenants of the Agreement shall continue in full force and effect and shall be
deemed unchanged except to the extend modified and amended herein. 

  
 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Employment Agreement as a sealed instrument, in any number of counterpart copies, each of which shall be deemed an original for all
purposes, as of the day and year first written below. 
  
 CASUAL MALE RETAIL
GROUP, INC. (Company) 
  

	 By:
	 	 /s/ David A. Levin

	 	 July 9, 2003


	 	 	 David A. Levin
	 	 Date

	 	 	 President and
	 	 
	 	 	 Chief Executive Officer
	 	 
			
	 By:
	 	 /s/ Arlene C. Feldman

	 	 July 9, 2003


	 	 	 Arlene C. Feldman
	 	 Date

	 	 	 Assistant Secretary
	 	 
			
	 	 	 EXECUTIVE
	 	 
			
	 	 	 /s/ Dennis R. Hernreich

	 	 July 9, 2003


	 	 	 Dennis R. Hernreich
	 	 Date