exv10w1







Exhibit 10.1




DEFERRED STOCK UNIT AWARD AGREEMENT

The Men’s Wearhouse, Inc.

2004 Long-Term Incentive Plan




     This Deferred Stock Unit Award Agreement (this “Agreement”) is made by and between
The Men’s Wearhouse, Inc., a Texas corporation (the “Company”), and                                                              (the
“Director”) effective as of the
                     day of                                          , 20___( the “Grant
Date”),
pursuant to The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan, as amended and restated (the
“Plan”), a copy of which previously has been made available to the Director and the terms and
provisions of which are incorporated by reference herein.



     Whereas, the Company desires to grant to the Director the Deferred Stock Units
specified herein, subject to the terms and conditions of this Agreement; and



     Whereas, the Director desires to have the opportunity to receive from the Company an
award of Deferred Stock Units subject to the terms and conditions of this Agreement;



     Now, Therefore, in consideration of the premises, mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:



     1. Definitions. For purposes of this Agreement, the following terms shall have the meanings
indicated:



     (a) “Assets”
means assets of any kind owned by the Company, including but not limited to
securities of the Company’s direct and indirect subsidiaries.



     (b) “Beneficial Owner” has the meaning ascribed to the term in Rule 13d-3 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended, or any successor act.



     (c) “Change in Control” shall mean the occurrence of any of the following:



          (i) the individuals who are Incumbent Directors cease for any reason to constitute a majority
of the members of the Board;




          (ii) the consummation of a Merger of the Company with another Entity, unless the individuals
and Entities who were the Beneficial Owners of the Voting Securities of the Company outstanding
immediately prior to such Merger own, directly or indirectly, at least 50 percent of the combined
voting power of the Voting Securities of any of the Company, the surviving Entity or the parent of
the Company or the surviving Entity outstanding immediately after such Merger;




          (iii) the consummation of a Merger of a Wholly-Owned Subsidiary with another Entity if the
gross revenues of such Wholly-Owned Subsidiary (including the Entities wholly-owned directly or
indirectly by such Wholly-Owned Subsidiary) for the twelve-month




 









 




period immediately preceding the month in which the Merger occurs equal or exceed 30 percent
of the consolidated gross revenues reported by the Company on the Company’s consolidated financial
statements for such period;




          (iv) any Person, other than a Specified Owner, becomes a Beneficial Owner, directly or
indirectly, of securities of the Company representing 30 percent or more of the combined voting
power of the Company’s then outstanding Voting Securities;




          (v) a sale, transfer, lease or other disposition of all or substantially all of the Assets is
consummated (an “Asset Sale”), unless:




               (A) the individuals and Entities who were the Beneficial Owners of the Voting Securities of
the Company immediately prior to such Asset Sale own, directly or indirectly, 50 percent or more of
the combined voting power of the Voting Securities of the Entity that acquires such Assets in such
Asset Sale or its parent immediately after such Asset Sale in substantially the same proportions as
their ownership of the Company’s Voting Securities immediately prior to such Asset Sale; or



               (B) the individuals who comprise the Board immediately prior to such Asset Sale constitute a
majority of the board of directors or other governing body of either the Entity that acquired such
Assets in such Asset Sale or its parent (or a majority plus one member where such board or other
governing body is comprised of an odd number of directors); or



          (vi) The shareholders of the Company approve a plan of complete liquidation or dissolution of
the Company.




     (d) “Common Stock” shall mean the common stock of the Company, $.01 par value per share (or
such other par value as may be designated by act of the Company’s shareholders).



     (e) “Deferred Stock Unit” shall mean a Deferred Stock Unit issued under the Plan that is
subject to the Forfeiture Restrictions.



     (f) “Entity” means any corporation, partnership, association, joint-stock company, limited
liability company, trust, unincorporated organization or other business entity.



     (g) “Forfeiture Restrictions” shall mean the prohibitions and restrictions set forth herein
with respect to the sale or other disposition of the Deferred Stock Units issued to the Director
hereunder and the obligation to forfeit and surrender such Deferred Stock Units to the Company.



     (h) “Incumbent Director” means:



          (i) a member of the Board on the Grant Date; or




          (ii) an individual:




               (A) who becomes a member of the Board after the Grant Date;



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               (B) whose appointment or election by the Board or nomination for election by the Company’s
shareholders is approved or recommended by a vote of at least two-thirds of the then serving
Incumbent Directors (as defined herein); and



               (C) whose initial assumption of service on the Board is not in connection with an actual or
threatened election contest.



     (i) “Merger” means a merger, consolidation or similar transaction.



     (j) “Period of Restriction” shall mean the period during which a Deferred Stock Unit is
subject to Forfeiture Restrictions, which period shall end on [the later of (i) one year after the
Grant Date, and (ii) ]                                         , 20___.



     (k) “Person” shall have the meaning ascribed to the term in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended, or any successor act, and used in Sections 13(d) and 14(d)
thereof, including a “group” as defined in Section 13(d) thereof, except that the term shall not
include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding Company
securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of those securities or (iv) a
corporation owned, directly or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company.



     (l) 
“Specified Owner” means any of the following:



          (i) George Zimmer; any Person controlled by George Zimmer and any trust established by George
Zimmer for the benefit of himself or his immediate family;




          (ii) the Company;




          (iii) an Affiliate of the Company;




          (iv) an employee benefit plan (or related trust) sponsored or maintained by the Company or any
Affiliate of the Company;




          (v) a Person that becomes a Beneficial Owner of the Company’s outstanding Voting Securities
representing 30 percent or more of the combined voting power of the Company’s then outstanding
Voting Securities as a result of the acquisition of securities directly from the Company and/or its
Affiliates; or




          (vi) a Person that becomes a Beneficial Owner of the Company’s outstanding Voting Securities
representing 30 percent or more of the combined voting power of the Company’s then outstanding
Voting Securities as a result of a Merger if the individuals and Entities who were the Beneficial
Owners of the Voting Securities of the Company outstanding immediately prior to such Merger own,
directly or indirectly, at least 50 percent of the combined voting power of the Voting Securities
of any of the Company, the surviving Entity or the parent of the Company or the surviving Entity
outstanding immediately after such Merger in substantially the same proportions as their ownership
of the Voting Securities of the Company outstanding immediately prior to such Merger.




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     (m) “Voting Securities” means the outstanding securities entitled to vote generally in the
election of directors or other governing body.



     (n) “Wholly-Owned Subsidiary” means an Entity that is, directly or indirectly, wholly owned by
the Company.



     Capitalized terms not otherwise defined in this Agreement shall have the meanings given to
such terms in the Plan.



     2. Grant of Deferred Stock Units. Effective as of the Grant Date, the Company hereby grants
to the Director                                          Deferred Stock Units. In accepting the award of Deferred Stock Units
granted in this Agreement the Director accepts and agrees to be bound by all the terms and
conditions of the Plan and this Agreement. Upon the lapse of the Forfeiture Restrictions
applicable to a Deferred Stock Unit that is awarded hereby, the Company shall issue to the Director
one share of the Common Stock in exchange for such Deferred Stock Unit and thereafter the Director
shall have no further rights with respect to such Deferred Stock Unit. The Company shall cause to
be delivered to the Director in electronic or certificated form any shares of the Common Stock that
are to be issued under the terms of this Agreement in exchange for Deferred Stock Units awarded
hereby, and such shares of the Common Stock shall be transferable by the Director as provided
herein (except to the extent that any proposed transfer would, in the opinion of counsel
satisfactory to the Company, constitute a violation of applicable securities law).



     3. Deferred Stock Units Do Not Award Any Rights Of A Shareholder. The Director shall not have
the voting rights or any of the other rights, powers or privileges of a holder of the Common Stock
with respect to the Deferred Stock Units that are awarded hereby. Only after a share of the Common
Stock is issued in exchange for a Deferred Stock Unit will the Director have all of the rights of a
shareholder with respect to such share of Common Stock issued in exchange for a Deferred Stock
Unit.



     4. Dividend Equivalent Payments. If during the period the Director holds any Deferred Stock
Units granted under this Agreement the Company pays a dividend in cash with respect to the
outstanding shares of the Common Stock (a “Cash Dividend”), then the Company will pay to the
Director an amount equal to the product of (a) the Deferred Stock Units awarded hereby that have
not been forfeited to the Company or exchanged by the Company for shares of the Common Stock and
(b) the amount of the Cash Dividend paid per share of the Common Stock (the “Dividend
Equivalents”). The Company shall pay currently (and in no case later than the end of the calendar
year in which the Cash Dividend is paid to the holders of the Common Stock or, if later, the
15th day of the third month following the date the Cash Dividend is paid to the holders
of the Common Stock), in cash, an amount equal to the Dividend Equivalents with respect to the
Director’s Deferred Stock Units. If during the period the Director holds any Deferred Stock Units
granted under this Agreement the Company pays a dividend in shares of the Common Stock with respect
to the outstanding shares of the Common Stock, then the Company will increase the Deferred Stock
Units awarded hereby that have not then been forfeited to or exchanged by the Company for shares of
the Common Stock by an amount equal to the product of (a) the Deferred Stock Units awarded hereby
that have not been forfeited to the Company or exchanged by the Company for shares of the Common
Stock and (b) the number of shares of the Common Stock paid by the Company per share of the Common
Stock (collectively,



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the “Stock Dividend Deferred Stock Units”). Each Stock Dividend Deferred Stock Unit will be
subject to same Forfeiture Restrictions and other restrictions, limitations and conditions
applicable to the Deferred Stock Unit for which such Stock Dividend Deferred Stock Unit was awarded
and will be exchanged for shares of the Common Stock at the same time and on the same basis as such
Deferred Stock Unit.



     5. Transfer Restrictions. The Deferred Stock Units granted hereby may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of (other than
by will or the applicable laws of descent and distribution). Any such attempted sale, assignment,
pledge, exchange, hypothecation, transfer, encumbrance or disposition in violation of this
Agreement shall be void and the Company shall not be bound thereby. Further, any shares of the
Common Stock issued to the Director in exchange for Deferred Stock Units awarded hereby may not be
sold or otherwise disposed of in any manner that would constitute a violation of any applicable
securities laws. The Director also agrees that the Company may (a) refuse to cause the transfer of
any such shares of the Common Stock to be registered on the applicable stock transfer records of
the Company if such proposed transfer would, in the opinion of counsel satisfactory to the Company,
constitute a violation of any applicable securities law and (b) give related instructions to the
transfer agent, if any, to stop registration of the transfer of such shares of the Common Stock.
The shares of Common Stock that may be issued under the Plan are registered with the Securities and
Exchange Commission under a Registration Statement on Form S-8. A Prospectus describing the Plan
and the shares of Common Stock is available from the Company.



     6. Vesting.



     (a) The Deferred Stock Units that are granted hereby shall be subject to the Forfeiture
Restrictions. Except as otherwise provided in Section 4(b), the Forfeiture Restrictions shall
lapse as to the Deferred Stock Units that are granted hereby at the end of the last day of the
Period of Restriction provided that the Director continues to be a member of the Board on such
date. If the Director ceases to be a member of the Board for any reason before the end of the last
day of the Period of Restriction including due to the death or disability of the Director, the
Forfeiture Restrictions then applicable to the Restricted Shares shall not lapse and all the
Restricted Shares shall be forfeited to the Company. The Director shall have no vested interest in
the Deferred Stock Units credited to his or her bookkeeping ledger account except as set forth in
this Section 6.



     (b) Notwithstanding the provisions of Section 4(a), all remaining Forfeiture Restrictions
shall lapse as to the Deferred Stock Units that are granted hereby immediately upon the occurrence
of a Change in Control provided that the Director continues to be a member of the Board immediately
prior to the occurrence of such Change in Control.



     7. Capital Adjustments and Reorganizations. The existence of the Deferred Stock Units shall
not affect in any way the right or power of the Company or any company the stock of which is
awarded pursuant to this Agreement to make or authorize any adjustment, recapitalization,
reorganization or other change in its capital structure or its business, engage in any merger or
consolidation, issue any debt or equity securities, dissolve or liquidate, or sell, lease, exchange
or otherwise dispose of all or any part of its assets or business, or engage in any other corporate
act or proceeding.



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     8. Nontransferability. The Agreement is not transferable by the Director otherwise than by
will or by the laws of descent and distribution.



     9. Not an Employment or Service Agreement. This Agreement is not an employment or service
agreement, and no provision of this Agreement shall be construed or interpreted to create an
employment or service relationship between the Director and the Company or guarantee the right to
remain a member of the Board for any specified term.



     10. Legend. The Director consents to the placing on the certificate for any shares of Common
Stock issued under the Agreement in certificated form an appropriate legend restricting resale or
other transfer of such shares except in accordance with such act and all applicable rules
thereunder.



     11. Notices. Any notice, instruction, authorization, request or demand required hereunder
shall be in writing, and shall be delivered either by personal delivery, by telegram, telex,
telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or
by courier or delivery service, addressed to the Company at the then current address of the
Company’s Principal Corporate Office, and to the Director at the Director’s residential address
indicated beneath the Director’s signature on the execution page of this Agreement, or at such
other address and number as a party shall have previously designated by written notice given to the
other party in the manner hereinabove set forth. Notices shall be deemed given when received, if
sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being
deemed receipt of communications sent by facsimile means); and when delivered (or upon the date of
attempted delivery where delivery is refused), if hand-delivered, sent by express courier or
delivery service, or sent by certified or registered mail, return receipt requested.



     12. Amendment and Waiver. This Agreement may be amended, modified or superseded only by
written instrument executed by the Company and the Director. Only a written instrument executed
and delivered by the party waiving compliance hereof shall make any waiver of the terms or
conditions. Any waiver granted by the Company shall be effective only if executed and delivered by
a duly authorized executive officer of the Company. The failure of any party at any time or times
to require performance of any provisions hereof shall in no manner effect the right to enforce the
same. No waiver by any party of any term or condition, or the breach of any term or condition
contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of
any such condition or breach, a waiver of any other condition, or the breach of any other term or
condition.



     13. Governing Law and Severability. The validity, construction and performance of this
Agreement shall be governed by the laws of the State of Texas, excluding any conflicts or choice of
law rule or principle that might otherwise refer construction or interpretation of this Agreement
to the substantive law of another jurisdiction. The invalidity of any provision of this Agreement
shall not affect any other provision of this Agreement, which shall remain in full force and
effect.



     14. Successors and Assigns. Subject to the limitations which this Agreement imposes upon the
transferability of the Deferred Stock Units granted hereby and any shares of the Common Stock
issued hereunder, this Agreement shall bind, be enforceable by and inure to



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the benefit of the Company and its successors and assigns, and to the Director, the Director’s
permitted assigns, executors, administrators, agents, legal and personal representatives.



     15. Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be an original for all purposes but all of which taken together shall constitute but one and
the same instrument.



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     In Witness Whereof, the Company has caused this Agreement to be duly executed by an
officer thereunto duly authorized, and the Director has executed this Agreement, all effective as
of the date first above written.



	 	 	 	 	 
	 	 	THE MEN’S WEARHOUSE, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	DIRECTOR:
	 
	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 






 











 





RESTRICTED STOCK AWARD AGREEMENT




The Men’s Wearhouse, Inc.

2004 Long-Term Incentive Plan




     This
Restricted Stock Award Agreement  (this “Agreement”) is made by and between The
Men’s Wearhouse, Inc., a Texas corporation (the “Company”), and                                                             
 (the “Director”) effective as of the            day of                                         , 20___( the “Grant Date”),
pursuant to The Men’s Wearhouse, Inc. 2004 Long-Term Incentive Plan, as amended and restated (the
“Plan”), a copy of which previously has been made available to the Director and the terms and
provisions of which are incorporated by reference herein.



     Whereas, the Company desires to grant to the Director the shares of the Company’s
common stock, $.01 par value, specified herein (the “Shares”), subject to the terms and conditions
of this Agreement; and



     Whereas, the Director desires to have the opportunity to hold the Shares subject to
the terms and conditions of this Agreement;



     Now, Therefore, in consideration of the premises, mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as
follows:



     1. Definitions. For purposes of this Agreement, the following terms shall have the meanings
indicated:



     (a) “Assets” means assets of any kind owned by the Company, including but not limited to
securities of the Company’s direct and indirect subsidiaries.



     (b) “Beneficial Owner” has the meaning ascribed to the term in Rule 13d-3 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended, or any successor act.



     (c) “Change in Control” shall mean the occurrence of any of the following:



          (i) the individuals who are Incumbent Directors cease for any reason to constitute a majority
of the members of the Board;




          (ii) the consummation of a Merger of the Company with another Entity, unless the individuals
and Entities who were the Beneficial Owners of the Voting Securities of the Company outstanding
immediately prior to such Merger own, directly or indirectly, at least 50 percent of the combined
voting power of the Voting Securities of any of the Company, the surviving Entity or the parent of
the Company or the surviving Entity outstanding immediately after such Merger;




          (iii) the consummation of a Merger of a Wholly-Owned Subsidiary with another Entity if the
gross revenues of such Wholly-Owned Subsidiary (including the Entities



 









 






wholly-owned directly or indirectly by such Wholly-Owned Subsidiary) for the twelve-month
period immediately preceding the month in which the Merger occurs equal or exceed 30 percent of the
consolidated gross revenues reported by the Company on the Company’s consolidated financial
statements for such period;




          (iv) any Person, other than a Specified Owner, becomes a Beneficial Owner, directly or
indirectly, of securities of the Company representing 30 percent or more of the combined voting
power of the Company’s then outstanding Voting Securities;




          (v) a sale, transfer, lease or other disposition of all or substantially all of the Assets is
consummated (an “Asset Sale”), unless:




               (A) the individuals and Entities who were the Beneficial Owners of the Voting Securities of
the Company immediately prior to such Asset Sale own, directly or indirectly, 50 percent or more of
the combined voting power of the Voting Securities of the Entity that acquires such Assets in such
Asset Sale or its parent immediately after such Asset Sale in substantially the same proportions as
their ownership of the Company’s Voting Securities immediately prior to such Asset Sale; or



               (B) the individuals who comprise the Board immediately prior to such Asset Sale constitute a
majority of the board of directors or other governing body of either the Entity that acquired such
Assets in such Asset Sale or its parent (or a majority plus one member where such board or other
governing body is comprised of an odd number of directors); or



          (vi) The stockholders of the Company approve a plan of complete liquidation or dissolution of
the Company.




     (d) “Entity” means any corporation, partnership, association, joint-stock company, limited
liability company, trust, unincorporated organization or other business entity.



     (e) “Forfeiture Restrictions” shall mean the prohibitions and restrictions set forth herein
with respect to the sale or other disposition of the Shares issued to the Director hereunder and
the obligation to forfeit and surrender such Shares to the Company.



     (f) “Incumbent Director” means:



          (i) a member of the Board on the Grant Date; or




          (ii) an individual:




               (A) who becomes a member of the Board after the Grant Date;



               (B) whose appointment or election by the Board or nomination for election by the Company’s
stockholders is approved or recommended by a vote of at least two-thirds of the then serving
Incumbent Directors (as defined herein); and



               (C) whose initial assumption of service on the Board is not in connection with an actual or
threatened election contest.



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     (g) “Merger” means a merger, consolidation or similar transaction.



     (h) “Period of Restriction” shall mean the period during which Restricted Shares are subject
to Forfeiture Restrictions and during which Restricted Shares may not be sold, assigned,
transferred, pledged or otherwise encumbered, which period shall end on [the later of (i) one year
after the Grant Date, and (ii) ]                                        , 20___.



     (i) “Person” shall have the meaning ascribed to the term in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended, or any successor act, and used in Sections 13(d) and 14(d)
thereof, including a “group” as defined in Section 13(d) thereof, except that the term shall not
include (i) the Company or any of its Affiliates, (ii) a trustee or other fiduciary holding Company
securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an
underwriter temporarily holding securities pursuant to an offering of those securities or (iv) a
corporation owned, directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of stock of the Company.



     (j) “Restricted Shares” shall mean the Shares that are subject to the Forfeiture Restrictions
under this Agreement.



     (k) “Specified Owner” means any of the following:



          (i) George Zimmer; any Person controlled by George Zimmer and any trust established by George
Zimmer for the benefit of himself or his immediate family;




          (ii) the Company;




          (iii) an Affiliate of the Company;




          (iv) an employee benefit plan (or related trust) sponsored or maintained by the Company or any
Affiliate of the Company;




          (v) a Person that becomes a Beneficial Owner of the Company’s outstanding Voting Securities
representing 30 percent or more of the combined voting power of the Company’s then outstanding
Voting Securities as a result of the acquisition of securities directly from the Company and/or its
Affiliates; or




          (vi) a Person that becomes a Beneficial Owner of the Company’s outstanding Voting Securities
representing 30 percent or more of the combined voting power of the Company’s then outstanding
Voting Securities as a result of a Merger if the individuals and Entities who were the Beneficial
Owners of the Voting Securities of the Company outstanding immediately prior to such Merger own,
directly or indirectly, at least 50 percent of the combined voting power of the Voting Securities
of any of the Company, the surviving Entity or the parent of the Company or the surviving Entity
outstanding immediately after such Merger in substantially the same proportions as their ownership
of the Voting Securities of the Company outstanding immediately prior to such Merger.




     (l) “Voting Securities” means the outstanding securities entitled to vote generally in the
election of directors or other governing body.



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     (m) “Wholly-Owned Subsidiary” means an Entity that is, directly or indirectly, wholly owned by
the Company.



     Capitalized terms not otherwise defined in this Agreement shall have the meanings given to
such terms in the Plan.



     2. Grant of Restricted Shares. Effective as of the Grant Date, the Company shall cause to be
issued in the Director’s name the following Shares as Restricted
Shares:            shares of
the Company’s common stock, $.01 par value. The Company shall cause certificates evidencing the
Restricted Shares, and any shares of Stock or rights to acquire shares of Stock distributed by the
Company in respect of Restricted Shares during any Period of Restriction (the “Retained
Distributions”), to be issued in the Director’s name. During the Period of Restriction such
certificates shall bear a restrictive legend to the effect that ownership of such Restricted Shares
(and any Retained Distributions), and the enjoyment of all rights appurtenant thereto, are subject
to the restrictions, terms, and conditions provided in the Plan and this Agreement. The Director
shall have the right to vote the Restricted Shares awarded to the Director and to receive and
retain all regular dividends paid in cash or property (other than Retained Distributions), and to
exercise all other rights, powers and privileges of a holder of Shares, with respect to such
Restricted Shares, with the exception that (a) the Director shall not be entitled to delivery of
the stock certificate or certificates representing such Restricted Shares until the Forfeiture
Restrictions applicable thereto shall have expired, (b) the Company shall retain custody of all
Retained Distributions made or declared with respect to the Restricted Shares (and such Retained
Distributions shall be subject to the same restrictions, terms and conditions as are applicable to
the Restricted Shares) until such time, if ever, as the Restricted Shares with respect to which
such Retained Distributions shall have been made, paid, or declared shall have become vested, and
such Retained Distributions shall not bear interest or be segregated in separate accounts and
(c) the Director may not sell, assign, transfer, pledge, exchange, encumber, or dispose of the
Restricted Shares or any Retained Distributions during the Period of Restriction. Upon issuance
the certificates shall be delivered to such depository as may be designated by the Committee as a
depository for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture
Restrictions lapse, together with stock powers or other instruments of assignment, each endorsed in
blank, which will permit transfer to the Company of all or any portion of the Restricted Shares and
any securities constituting Retained Distributions which shall be forfeited in accordance with the
Plan and this Agreement. In accepting the award of Shares set forth in this Agreement the Director
accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement.



     3. Transfer Restrictions. The Shares granted hereby may not be sold, assigned, pledged,
exchanged, hypothecated or otherwise transferred, encumbered or disposed of, to the extent then
subject to the Forfeiture Restrictions. Any such attempted sale, assignment, pledge, exchange,
hypothecation, transfer, encumbrance or disposition in violation of this Agreement shall be void
and the Company shall not be bound thereby. Further, the Shares granted hereby that are no longer
subject to Forfeiture Restrictions may not be sold or otherwise disposed of in any manner that
would constitute a violation of any applicable securities laws. The Director also agrees that the
Company may (a) refuse to cause the transfer of the Shares to be registered on the applicable stock
transfer records of the Company if such proposed transfer would, in the opinion of counsel
satisfactory to the Company, constitute a violation of any applicable securities law and (b) give
related instructions to the transfer agent, if any, to stop registration of the transfer of



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the Shares. The Shares are registered with the Securities and Exchange Commission under a
Registration Statement on Form S-8. A Prospectus describing the Plan and the Shares is available
from the Company.



     4. Vesting.



     (a) The Shares that are granted hereby shall be subject to the Forfeiture Restrictions.
Except as otherwise provided in Section 4(b), the Forfeiture Restrictions shall lapse as to the
Shares that are granted hereby at the end of the last day of the Period of Restriction provided
that the Director continues to be a member of the Board on such date. If the Director ceases to be
a member of the Board for any reason before the end of the last day of the Period of Restriction
including due to the death or disability of the Director, the Forfeiture Restrictions then
applicable to the Restricted Shares shall not lapse and all the Restricted Shares shall be
forfeited to the Company.



     (b) Notwithstanding the provisions of Section 4(a), all remaining Forfeiture Restrictions
shall lapse as to the Shares that are granted hereby immediately upon the occurrence of a Change in
Control provided that the Director continues to be a member of the Board immediately prior to the
occurrence of such Change in Control.



     (c) Upon the lapse of the Forfeiture Restrictions with respect to the Shares granted hereby
the Company shall cause to be delivered to the Director a stock certificate representing such
Shares, and such Shares shall be transferable by the Director (except to the extent that any
proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a
violation of applicable securities law). Notwithstanding any other provision of this Agreement, in
no event will the Forfeiture Restrictions expire prior to the earlier of the occurrence of a Change
in Control or the satisfaction by the Director of any obligation to serve as a member of the Board.



     5. Capital Adjustments and Reorganizations. The existence of the Restricted Shares shall not
affect in any way the right or power of the Company or any company the stock of which is awarded
pursuant to this Agreement to make or authorize any adjustment, recapitalization, reorganization or
other change in its capital structure or its business, engage in any merger or consolidation, issue
any debt or equity securities, dissolve or liquidate, or sell, lease, exchange or otherwise dispose
of all or any part of its assets or business, or engage in any other corporate act or proceeding.



     6. Section 83(b) Election. The Director shall not exercise the election permitted under
section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the Restricted
Shares without the prior written approval of the Chief Financial Officer of the Company.



     7. No Fractional Shares. All provisions of this Agreement concern whole Shares. If the
application of any provision hereunder would yield a fractional share, such fractional share shall
be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole
share if it is 0.5 or more.



     8. Not an Employment or Service Agreement. This Agreement is not an employment or service
agreement, and no provision of this Agreement shall be construed or



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interpreted to create an employment or service relationship between the Director and the
Company or guarantee the right to remain a member of the Board for any specified term.



     9. Legend. The Director consents to the placing on the certificate for the Shares of an
appropriate legend restricting resale or other transfer of the Shares except in accordance with
such act and all applicable rules thereunder.



     10. Notices. Any notice, instruction, authorization, request or demand required hereunder
shall be in writing, and shall be delivered either by personal delivery, by telegram, telex,
telecopy or similar facsimile means, by certified or registered mail, return receipt requested, or
by courier or delivery service, addressed to the Company at the then current address of the
Company’s Principal Corporate Office, and to the Director at the Director’s residential address
indicated beneath the Director’s signature on the execution page of this Agreement, or at such
other address and number as a party shall have previously designated by written notice given to the
other party in the manner hereinabove set forth. Notices shall be deemed given when received, if
sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being
deemed receipt of communications sent by facsimile means); and when delivered (or upon the date of
attempted delivery where delivery is refused), if hand-delivered, sent by express courier or
delivery service, or sent by certified or registered mail, return receipt requested.



     11. Amendment and Waiver. This Agreement may be amended, modified or superseded only by
written instrument executed by the Company and the Director. Only a written instrument executed
and delivered by the party waiving compliance hereof shall make any waiver of the terms or
conditions. Any waiver granted by the Company shall be effective only if executed and delivered by
a duly authorized executive officer of the Company. The failure of any party at any time or times
to require performance of any provisions hereof shall in no manner effect the right to enforce the
same. No waiver by any party of any term or condition, or the breach of any term or condition
contained in this Agreement, in one or more instances, shall be construed as a continuing waiver of
any such condition or breach, a waiver of any other condition, or the breach of any other term or
condition.



     12. Governing Law and Severability. The validity, construction and performance of this
Agreement shall be governed by the laws of the State of Texas, excluding any conflicts or choice of
law rule or principle that might otherwise refer construction or interpretation of this Agreement
to the substantive law of another jurisdiction. The invalidity of any provision of this Agreement
shall not affect any other provision of this Agreement, which shall remain in full force and
effect.



     13. Successors and Assigns. Subject to the limitations which this Agreement imposes upon the
transferability of the Shares granted hereby, this Agreement shall bind, be enforceable by and
inure to the benefit of the Company and its successors and assigns, and to the Director, the
Director’s permitted assigns, executors, administrators, agents, legal and personal
representatives.



     14. Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be an original for all purposes but all of which taken together shall constitute but one and
the same instrument.



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     In Witness Whereof, the Company has caused this Agreement to be duly executed by an
officer thereunto duly authorized, and the Director has executed this Agreement, all effective as
of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	THE MEN’S WEARHOUSE, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	DIRECTOR:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Address:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

	 	 






 









 





Irrevocable Stock Power




     Know all men by these presents, that the undersigned, For Value Received, has
bargained, sold, assigned and transferred and by these presents does bargain, sell, assign and
transfer unto The Men’s Wearhouse, Inc., a Texas corporation (the “Company”), the Shares
transferred pursuant to the Restricted Stock Award Agreement dated effective                                         ,
20___, between the Company and the undersigned; and subject to and in accordance with such
Restricted Stock Award Agreement the undersigned does hereby constitute and appoint the Secretary
of the Company the undersigned’s true and lawful attorney, IRREVOCABLY, to sell, assign, transfer,
hypothecate, pledge and make over all or any part of such Shares and for that purpose to make and
execute all necessary acts of assignment and transfer thereof, and to substitute one or more
persons with like full power, hereby ratifying and confirming all that said attorney or his
substitutes shall lawfully do by virtue hereof.



     In Witness Whereof, the undersigned has executed this Irrevocable Stock Power effective the
      day of                                         , 20___.



	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name: