Exhibit 10.1


 


TAILORED BRANDS INC.

DEFERRED COMPENSATION PLAN 


 


I. Introduction
and Purpose


 


1.1      Statement
of Purpose. The primary purpose of the Plan is to provide for a more competitive pay program to attract and retain key employee
talent.


 


1.2      Top
Hat Plan. The Company intends that the Plan constitute an unfunded “top hat” plan maintained for the purpose of
providing deferred compensation, as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.


 


II. Definitions 


 


2.1      Account
means the notional account established and maintained by the Plan Administrator on behalf of each Participant to record such
Participant’s interest under the Plan. A separate Account will be established for each Award granted to a Participant.


 


2.2      Affiliate
means any entity that, along with the Company, would be considered a single employer under Code Sections 414(b) and 414(c).


 


2.3      Award
means a grant under the Plan of a contribution of deferred compensation to a Participant’s Account. The amount of such
Award shall be included in the applicable Award Agreement.


 


2.4      Award
Agreement means the written or electronic agreement between the Company and each Participant that describes the terms and
conditions of each Award. An Award Agreement may include the grant of one or more Awards to a Participant. If there is a conflict
between the terms of the Plan and the terms of any Award Agreement, the terms of the Plan will govern.


 


2.5      Award
Date means the date on which an Award is granted to a Participant under the Plan. The Award Date shall be included in the applicable
Award Agreement.


 


2.6      Beneficiary
means the individual or individuals designated to receive a Participant’s benefit under the Plan in the event of the
Participant’s death, as provided in Section 8.3.


 


2.7      Change
in Control has the meaning provided to such term under the Change in Control Plan.


 


2.8      Change
in Control Plan means the Tailored Brands, Inc. Amended and Restated Senior Executive Change in Control Severance Plan.


 


2.9      Code
means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder.


 


2.10    Committee
means the Compensation and Organizational Development Committee of the Board of Directors of the Company.


 



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2.11    Company
means Tailored Brands, Inc.


 


2.12    Earnings
or Losses means the amounts credited or debited to a Participant’s Account pursuant to the provisions of Section 5.2.


 


2.13    Effective
Date means December 18, 2019.


 


2.14    ERISA
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated
thereunder.


 


2.15    Participant
means any employee of the Company or an Affiliate that is designated by the Committee to participate in the Plan in accordance
with Section 3.1. The term “Participant” also includes any former employee who continues to have an Account maintained
under the Plan.


 


2.16    Plan
means the Tailored Brands, Inc. Deferred Compensation Plan, as the same may be amended from time to time.


 


2.17    Plan
Administrator means the individual or committee of individuals appointed by the Committee to administer the Plan in accordance
with the provisions of Article VII.


 


2.18    Termination
means a Participant’s separation from service as defined in Code Section 409A, without regard to any special rules.


 


2.19    Termination
for Cause means a Participant’s Termination by the Company if such Participant has committed: (a) gross negligence or
willful misconduct in connection with the Participant’s duties or in the course of the Participant’s employment with
the Company or any Affiliate; (b) an act of fraud, embezzlement or theft in connection with the Participant’s duties or
in the course of the Participant’s employment with the Company or any Affiliate; (c) intentional wrongful damage to property
(other than of a de minimis nature) of the Company or any Affiliate; (d) intentional wrongful disclosure of secret processes
or confidential information of the Company or any Affiliate which the Participant believes or reasonably should believe will have
a material adverse effect on the Company or an Affiliate; or (e) an act leading to a conviction of a felony, or a misdemeanor
involving moral turpitude.


 


2.20    Termination
for Good Reason means a Termination by the Participant following the occurrence of any of the following, without the Participant’s
consent: (a) a material reduction in the Participant’s status, title, position or responsibilities; (b) a reduction in the
Participant’s base salary, unless the base salaries of other Company executives are also reduced due to the Company’s
then financial condition; (c) a mandatory relocation of the Participant’s employment with the Company more than fifty (50)
miles from the office of the Company where the Participant was principally employed and stationed, except for travel reasonably
required in the performance of the Participant’s duties and responsibilities; or (d) any failure to honor any provision
of any employment agreement with the Participant, including termination of such employment agreement or effective notice of an
election to terminate at the end of the term or the extended term of such employment agreement.


 



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2.21    Total
and Permanent Disability means a physical or mental condition which qualifies a Participant for Social Security disability
benefits or which qualifies such Participant to continue to receive benefits under the Company’s long-term disability plan
after having received such benefits for 12 months.


 


2.22    Vesting
Date means the specific date on which a Participant’s Account becomes vested and nonforfeitable, as designated in the
applicable Award Agreement.


 


III. Eligibility 


 


3.1      Eligibility.
An employee of the Company or an Affiliate will become a Participant in the Plan on the date that he or she is designated as a
Participant by the Committee and granted an Award hereunder. The Plan is intended to limit participation to a select group of employees
of the Company and its Affiliates, as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.


 


3.2      Cessation
of Eligibility. An individual will cease to be a Participant upon his or her Termination or upon a total distribution of all
of his or her Accounts under the Plan.


 


IV. Contributions 


 


4.1      Awards.
A Participant’s Account will be credited, as of the applicable Award Date, with the amount of an Award granted to him or
her under the Plan. The amount of the Award will be included in the applicable Award Agreement. A separate Account will be established
for a Participant to reflect each Award granted to such Participant under the Plan.


 


V. Accounts 


 


5.1      Account.
The Plan Administrator will establish an Account on the books and records of the Plan in the name of each Participant. A Participant’s
Account will reflect the amount of an Award granted to the Participant pursuant to Section 4.1, plus or minus any Earnings or
Losses on such Award, as described in Section 5.2. At all times, any amounts reflected in a Participant’s Account will
represent an unfunded liability of the Plan to such Participant.


 


5.2      Earnings
or Losses. The Plan Administrator will adjust the Participant’s Account for Earnings or Losses on the Award credited
thereto from and after the Award Date, determined as if the amount of the Award had been invested in such stocks, bonds, mutual
funds or other investments as may be selected by the Participant, which are made available for such purpose by the Committee,
to measure the value of the Participant’s Account; provided, however, that if the Participant fails to, or is unable to,
select any such investment measure within 30 days after the Award Date, until the Participant makes such selection, the Participant’s
Account shall be adjusted for Earnings or Losses, determined as if the amount of the Award had been invested in the qualified
default investment alternative applicable to the Participant under the Company’s 401(k) plan, or, if such alternative is
unavailable under this Plan, such other investment alternative designated by the Committee. The Participant may change his or
her selection of investment measures under this Section 5.2 in accordance with rules established by the Committee. Earnings or
Losses on each Award shall accrue commencing on the Award Date and shall continue up to the date benefits under the Plan are fully
paid or such Award is forfeited, whichever applies.


 



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5.3      Vesting.
A Participant’s Account shall become fully vested and nonforfeitable on the applicable Vesting Date designated in the Award
Agreement, provided that the Participant has not incurred a Termination prior to such date. Notwithstanding any provision contained
herein, a Participant’s Account shall become fully vested and nonforfeitable in the event of (a) the Participant’s
death or Total and Permanent Disability while he or she is employed by the Company or an Affiliate; (b) the Participant’s
Termination by the Company other than a Termination for Cause; (c) the Participant’s Termination by the Participant which
constitutes a Termination for Good Reason; or (d) following a Change in Control, the occurrence of a Termination of the Participant
by the Company other than a Termination for Cause or a Termination by the Participant which constitutes a Termination for Good
Reason.


 


VI. Distributions 


 


6.1      Distribution
of Benefits. A Participant’s Account will be distributed at the times and in the manner described in the applicable
Award Agreement.


 


VII. Plan Administration 


 


7.1      Plan
Administrator. The Plan will be administered by the individual or committee of individuals appointed by the Committee.


 


7.2      Powers
of the Plan Administrator. The Plan Administrator is charged with the operation and administration of the Plan in accordance
with the Plan’s terms and has all the powers necessary to carry out the provisions of the Plan. Any and all determinations,
actions or decisions of the Plan Administrator with respect to the administration of the Plan, including without limitation the
determination of benefit eligibility and interpretation of Plan provisions, shall be final and conclusive and binding upon all
parties having an interest in the Plan. The Plan Administrator may delegate specific responsibilities, obligations, powers or
duties as it deems appropriate.


 


7.3      Indemnification.
The Company shall indemnify and defend the Plan Administrator and all directors, managers, officers, employees or representatives
of the Company and its Affiliates to the greatest extent permitted by applicable law against any and all claims, losses, damages,
expenses (including reasonable attorneys’ fees) and liability arising from any action or failure to act in connection with
the administration of the Plan.


 


VIII. Participants’ Rights 


 


8.1      Participant
Rights in the Plan. Any liability of the Plan, the Company and any Affiliate to any Participant with respect to any benefit
will be based solely upon the contractual obligations created by the Plan and the applicable Award Agreement. No such obligations
will be secured by any pledge or any encumbrance on any property of the Plan, the Company or any Affiliate. The obligations under
the Plan and the Award Agreement are unfunded and unsecured promises to pay for all purposes, including without limitation federal
income taxes and ERISA. No Participant or Beneficiary has any rights under the Plan other than those of a general unsecured creditor
of the Company. The Company may establish a rabbi trust for the benefit of Participants hereunder or otherwise segregate, identify
or reserve assets for the purpose of paying benefits under the Plan; provided, however, that any assets segregated, identified
or reserved for the purpose of paying benefits pursuant to the Plan remain general corporate assets subject to the claims of the
Company’s creditors or, in the case of assets held in a rabbi trust established by the Company, subject to the claims of
general creditors to the extent provided in such trust. Neither the Plan nor the Award Agreement create a trust or fiduciary relationship
between the Company and any Participant or Beneficiary.


 



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8.2        Restrictions
upon Assignment and Creditors’ Claims. No benefit payable under the Plan is subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance or charge prior to actual receipt of such Plan benefit by the Participant or a
Beneficiary and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge prior to such receipt shall
be void. No benefit payable under the Plan is subject to attachment, garnishment, execution, levy or other legal or equitable proceeding
or process, and any attempt to do so shall be void. Neither the Company nor any Affiliate is in any manner liable for or subject
to the debts, contracts, liabilities, engagements or torts of any Participant or Beneficiary except as may be required by the tax
withholding provisions of the Code or any state’s income tax laws.


 


8.3        Designation
of Beneficiary. Each Participant may designate a Beneficiary to receive any benefits which may become or continue to be payable
under the Plan upon or after such Participant’s death by giving a designation in approved form to the Plan Administrator.
Successive Beneficiary designations may be made, and the last designation received by the Plan Administrator prior to the death
of the Participant will govern. If (a) a Participant fails to designate a Beneficiary, (b) the Plan Administrator determines in
its sole discretion that any such designation is illegal or ineffective for any reason or (c) no designated Beneficiary survives
the Participant, then the Participant’s benefits under the Plan will be paid to the Participant’s estate.


 


IX. Company’s Reservation of Rights


 


9.1      Termination
or Amendment of Plan.


 


(a) The Company retains the
right, at any time and in its sole discretion, to amend or terminate the Plan, in whole or in part. Any amendment of the Plan must
be (i) approved by the Committee; (ii) in writing; and (iii) executed by an officer or other authorized representative of the Company.
Except as provided in Sections 9.1(b) and (c), no amendment of the Plan may impair or curtail the Company’s or an Affiliate’s
contractual obligations arising from Awards previously granted for benefits accrued prior to such amendment.


 


(b) In the event of the termination
of the Plan, payment of Accounts will be made at the time and in the manner set forth in Section 6.1, unless such termination
meets the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix). In the event that the Plan is terminated in connection
with a change in control, as described in Treasury Regulation Section 1.409A-3(j)(4)(ix)(B), all Accounts will be distributed
in a single lump sum payment as soon as practicable after the Plan termination is adopted. In the event that the Plan is terminated
without replacement, as described in Treasury Regulation Section 1.409A-3(j)(4)(ix)(C), any Accounts that have not been distributed
pursuant to Section 6.1 by the first anniversary of the Plan termination date will be distributed in a single lump sum payment
not later than the second anniversary of the Plan termination date.


 



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(c) In the event of a change
in law that would result in the Plan being deemed to be a funded plan for tax purposes or for purposes of ERISA, the Company retains
the right to amend the Plan to the extent necessary to preserve the status of the Plan as an unfunded plan.


 


9.2      Accelerated
Distribution upon Loss of Tax Deferral. In the event that the Plan fails to satisfy the requirements of Code Section 409A
and as a consequence a Participant becomes subject to federal income tax on all or any portion of his or her Account for which
such Participant is not then scheduled to receive a distribution under the Plan, the Plan Administrator may accelerate the payment
of that portion of the Participant’s Account which the Plan Administrator reasonably determines to be subject to such taxation
in a lump sum payable on a date determined by the Plan Administrator.


 


X. Claims for Benefits 


 


10.1    Claims
Review. Any Participant, former Participant or Beneficiary who wishes to request a review of a claim for benefits under the
Plan or who wishes an explanation of a benefit or its denial may direct to the Plan Administrator a written request for such review
within 120 days of the denial. The Plan Administrator shall respond to the request by issuing a notice to the claimant as
soon as possible, but in no event later than 90 days (180 days in special cases) from the date of receipt of the request.
This notice furnished by the Plan Administrator shall be written in a manner calculated to be understood by the claimant, shall
be posted by first-class mail to the address of record of the claimant and shall include the following:


 


(a) The specific reason or
reasons for any denial of benefits;


 


(b) The specific Plan provisions
on which any denial is based;


 


(c) A description of any further
material or information which is necessary for the claimant to perfect his or her claim and an explanation of why the material
or information is needed; and


 


(d) An explanation of the
Plan’s claims appeals procedure.


 


If the Plan Administrator denies the claim or fails to respond
to the claimant’s written request for a review within 180 days of its receipt, the claimant shall be entitled to proceed
to the claims appeals procedure described in Section 10.2. If the claimant does not respond to the notice within 60 days
from receipt of the notice, the claimant shall be considered satisfied in all respects.


 



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10.2       Appeals
Procedure. In the event that the claimant wishes to appeal the claim review denial, the claimant or his or her duly authorized
representative may submit to the Plan Administrator, within 60 days of his or her receipt of the notice, a written notification
of appeal of the claim denial. The notification of appeal of the claim denial shall permit the claimant or his or her duly authorized
representative to utilize the following claim appeals procedures:


 


(a) To review pertinent documents;
and


 


(b) To submit issues and comments
in writing to which the Plan Administrator shall respond.


 


The Plan Administrator shall furnish a final written decision
on formal review not later than 60 days after receipt of the notification of appeal, unless special circumstances require
an extension of the time for processing the appeal. In no event, however, shall the Plan Administrator respond later than 120 days
after a request for an appeal. The decision on the appeal shall be written in a manner calculated to be understood by the claimant,
shall include specific reasons for the decision, and shall contain specific references to the pertinent Plan provisions on which
the decision is based.


 


10.3    Discretion
Regarding Claims and Appeals. The Plan Administrator, or any individual or committee to whom responsibility for claims and
appeals has been delegated, shall have complete discretion in deciding such claims and appeals and any such decision shall be
final, conclusive and binding upon the claimant.


XI. Miscellaneous Provisions 


 


11.1    Tax
Withholding. The Company will withhold from any payment made under the Plan such amount or amounts as may be required to be
withheld by applicable federal, state or local laws.


 


11.2    Incapacity.
In the event benefits become payable under the Plan after a Participant or Beneficiary becomes incapacitated, such benefits will
be paid to the Participant’s or Beneficiary’s legal guardian or legal representative.


 


11.3    Independence
of Plan. Except as otherwise expressly provided herein or in an applicable Award Agreement, the Plan is independent of, and
in addition to, any other employment agreement or benefit plan or rights that may exist from time to time between a Participant
and the Company or any Affiliate. The Plan is not deemed to constitute a contract of employment between a Participant and the
Company or any Affiliate, and no provision of the Plan restricts the right of the Company at any time to discharge a Participant,
with or without assigning a reason therefor, or restricts the right of a Participant to terminate his or her employment with the
Company or Affiliate.


 



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11.4    Responsibility
for Legal Effect. Neither the Plan Administrator, the Company nor any Affiliate makes any representations or warranties, express
or implied, or assumes any responsibility concerning the legal, tax or other implications or effects of the Plan.


 


11.5    Successors,
Acquisitions, Mergers, Consolidations. The terms and conditions of the Plan and each Award Agreement inure to the benefit of
and bind the Company, the Participants and their respective successors, assigns and personal representatives.


 


11.6    Controlling
Law. The Plan shall be governed by and construed in accordance with the internal laws, and not the law of conflicts, of the
State of Texas to the extent not preempted by laws of the United States of America.


 


11.7    Captions.
The captions of the various sections of the Plan are solely for convenience and do not control or affect the meaning or construction
of the Plan.


 


11.8    Code
Section 409A. Although the Company makes no guarantee with respect to the treatment of payment of benefits under this Plan,
this Plan is intended to comply with the requirements of Code Section 409A and the Treasury Regulations promulgated thereunder,
and the Company will interpret, apply and administer this Plan in accordance with this intent. The Company may accelerate the time
or schedule of a distribution to a Participant or the Participant’s Beneficiary at any time this Plan fails to meet the requirements
of Code Section 409A. Such payment may not exceed the amount required to be included in income as a result of the failure to comply
with the requirements of Code Section 409A. Notwithstanding the foregoing, none of the Company, its Affiliates, the Committee or
their delegates shall have any liability to a Participant or Beneficiary for failure to comply with the requirements of Code Section
409A.


 


 





IN WITNESS WHEREOF, the Company has
caused the Plan to be executed to be effective as of the Effective Date.





 


 


	 	TAILORED BRANDS, INC.
	 	 	 
	 	By:	/s/ Jack P. Calandra               
	 	 	 
	 	Title:	Executive Vice
    President, Chief Financial Officer       




 



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