Exhibit 10.1

 

TAILORED BRANDS, INC.

2016 LONG-TERM INCENTIVE PLAN

 

STOCK APPRECIATION RIGHTS AGREEMENT

 

Tailored Brands, Inc., a Texas corporation (the “Company”), hereby grants to the employee of the Company named herein (the “Employee”) the following Stock Appreciation Rights (the “SARs”) pursuant to the terms and conditions of the Tailored Brands, Inc. 2016 Long-Term Incentive Plan (the “Plan”), and this Stock Appreciation Rights Agreement (this “SARs Agreement”).

 

	
1. Name of Employee:
    	
 
    	
               [ · ]               
    
	
 
    	
 
    	
 
    
	
2. Grant Date:
    	
 
    	
      [ · ]      ,   20[ · ] (the “Grant Date”)
    
	
 
    	
 
    	
 
    
	
3. Number of   Shares of Stock Subject to SARs:
    	
 
    	
      [ · ]      
    
	
 
    	
 
    	
 
    
	
4. Base Price:
    	
 
    	
      $[· ]   per share of Stock (the “Base Price”)
    
	
 
    	
 
    	
 
    
	
5. SARs Award:
    	
 
    	
Each SAR granted hereunder represents the right for   the Employee to receive, upon exercise of the SAR, from the Company, a   payment, paid in shares of Stock, having a value equal to the excess of the   Fair Market Value, on the date of exercise, of one share of Stock over the   Base Price. The value of any fractional share of Stock upon exercise of a SAR   shall be paid to the Employee in cash.
    
	
 
    	
 
    	
 
    
	
6. Vesting:
    	
 
    	
Except as otherwise provided in this SARs Agreement,   the SARs shall vest and become exercisable in accordance with the following   provisions:


   (a)           The SARs shall vest and   may be exercised in accordance with the schedule contained in Exhibit A   attached hereto and made a part of this SARs Agreement.



(b)           To   the extent not exercised, installments shall be cumulative and may be   exercised in whole or in part until the SARs expire and terminate as provided   in the applicable sections of this SARs Agreement.



(c)           In   the event of the Employee’s Termination of Employment for any reason, the   SARs shall not continue to vest after such Termination of Employment.
    


 











 

	
7. Expiration   and Termination of the SARs:
    	
 
    	
Except as otherwise provided in this SARs Agreement,   the award of SARs shall expire and terminate on the earlier of (a) the   tenth anniversary of the Grant Date (the “SARs General Expiration Date”); and   (b) ninety (90) days after the Employee’s Termination of Employment.
    
	
 
    	
 
    	
 
    
	
8. Retirement,   Death or Disability
    	
 
    	
If the Employee’s employment with the Company or any   Affiliate terminates by reason of the Employee’s Retirement, death or   Disability, the SARs shall expire and terminate on the earlier of   (a) the SARs General Expiration Date; and (b) one year following   the date of the Employee’s Termination of Employment due to Retirement, death   or Disability. The SARs may be exercised pursuant to the provisions of this   Section 8 of this SARs Agreement with respect to the number of shares of   Stock that the Employee would have been entitled to purchase had the Employee   exercised the SARs on the date of the Employee’s Termination of Employment.
    
	
 
    	
 
    	
 
    
	
9. Change in   Control:
    	
 
    	
In the event of a Change in Control, if, within a   two-year period following such Change in Control, the Employee’s employment   is terminated by the Company other than as a result of the occurrence of an   event of Termination for Cause (as such term is defined in the Change in   Control Plan) or by the Employee after the occurrence of an event of   Termination for Good Reason (as such term is defined in the Change in Control   Plan), all SARs granted hereunder and continued to be held by the Employee at   the time of Termination of Employment shall become fully exercisable upon the   Employee’s Termination of Employment. The term “Change in Control Plan” shall   mean the Tailored Brands, Inc. Amended and Restated Senior Executive   Change in Control Severance Plan, adopted effective September 1, 2017.
    
	
 
    	
 
    	
 
    
	
10. Limits on
   Exercisability:
    	
 
    	
The SARs shall not be exercisable until (a) the   effective registration under the Securities Act of 1933, as amended (the “Act”), of the shares of Stock to be received pursuant to   this SARs Agreement (unless in the opinion of counsel for the Company such   offering is exempt from registration under the Act); and (b) compliance   with all other applicable laws. If the Employee is an officer or “affiliate”   of the Company (as such term is defined under the Act), the Employee consents   to the placing on the certificate for any shares of Stock acquired upon   exercise of the SARs of an appropriate legend restricting resale or other   transfer of such shares of Stock, except in accordance with the Act and all   applicable rules thereunder.
    


 

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11. Shareholder   Rights:
    	
 
    	
The Employee shall have none of the rights of a   shareholder with respect to the shares of Stock underlying the SARs until the   Employee exercises the SARs and becomes the recordholder of the shares of   Stock underlying the SARs.
    
	
 
    	
 
    	
 
    
	
12. Effect of   Plan:
    	
 
    	
The SARs 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 SARs Agreement. In the event of a conflict between the terms of the   Plan and the terms of this SARs Agreement, the terms of the Plan will govern.   All capitalized terms that are used in this SARs Agreement but are not   defined in this SARs Agreement shall have the meanings ascribed to such terms   in the Plan.
    
	
 
    	
 
    	
 
    
	
13.   Acknowledgment:
    	
 
    	
By receipt of this Award, the Employee acknowledges   and agrees that the SARs are subject to all of the terms and conditions of   the Plan and this SARs Agreement.
    
	
 
    	
 
    	
 
    
	
14. Forfeiture   for Cause:
    	
 
    	
Notwithstanding any other provision of this SARs   Agreement, the SARs granted hereunder shall be subject to the Forfeiture for   Cause provisions contained in Section 4.7 of the Plan.
    
	
 
    	
 
    	
 
    
	
15. Effect on   Other Agreements:
    	
 
    	
The parties acknowledge and agree that the   provisions of this SARs 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.
    


 

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EXHIBIT A

 

Applicable Vesting Schedule for the SARs

 


	
Date On and After Which
   Portion of SARs May Be
   Exercised
    	
 
    	
Additional Percentage
   of SARs Vested and
   Exercisable
    	
 
    	
Additional Number of Shares
   With Respect to Which SARs
   May Be Exercised