hereof,the Bonus payable for the Bonus Year in which the Employment Period terminates or expires shall equalthe Bonus that would have been paid had the Employment Period not so terminated or expired,multiplied by a fraction, the numerator of which shall be the number of days of the EmploymentPeriod within the Bonus Year and the denominator of which shall be 365. For the purposes ofdetermining the amount of Bonus payable pursuant to the immediately preceding sentence, it shall beassumed that all conditions to payment based upon performance by the Executive (e.g. personalperformance goals) have been satisfied. Notwithstanding anything to the contrary contained hereinor in the Employer’s Bonus Plan, in the event (y) the Employment Period shall end for any reasonwhatsoever on a day prior to payment to Executive of a Bonus for the last full Bonus Year containedwithin the Employment Period, and (z) Executive would have been entitled to receive a Bonus forsuch last full Bonus Year had the Employment Period not ended — then, Employer shall pay toExecutive the Bonus for such last full Bonus Year as and when such Bonus would have been paid hadthe Employment Period not ended.3.3 Other Benefits. During the Employment Period, subject to, and to the extentExecutive is eligible under their respective terms, Executive shall be entitled to receive suchfringe benefits as are, or are from time to time hereafter, generally provided by Employer toEmployer’s senior management employees (other than those provided under or pursuant to separatelynegotiated employment agreements or arrangements).3.4 Vacation. Executive shall be entitled to 20 days of vacation during each 12-monthvacation accrual period, which days shall accrue in accordance with the Company’s vacation policyin effect from time to time for its senior executive officers. Vacations shall be taken at suchtime or times as shall not unreasonably interfere with Executive’s performance of his duties underthis Agreement. The number of vacation days shall be prorated for any 12-month vacation accrualperiod not wholly within the Employment Period. Upon termination of Executive’s employmentpursuant to Section 4 for any reason whatsoever, Employer shall pay Executive, in addition to anytermination compensation provided for under Section 5, an amount equivalent to Executive’s per diemcompensation at the then-current Base Salary rate multiplied by the number of unused vacation days,including any carry-over, accrued by Executive as of the date of termination.3.5 Car Allowance. In addition to such other compensation as may be due and payablehereunder, Employer shall pay to Executive a car allowance in the amount of $800.00 per monthduring the Employment Period.
 
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**4. TERMINATION OF EMPLOYMENT PERIOD.**4.1. Termination without Cause or Good Reason. Employer or Employee may terminate theEmployment Period at any time without cause or without good reason upon 60 days notice.Notwithstanding the forgoing, Employer shall have the right to terminate the Employment Periodwithout cause upon less than 60 days notice by paying to Executive, in addition to such othertermination compensation as may be payable pursuant to Section 5.1, an amount equal to Executive’sthen-current per diem Base Salary multiplied by the difference between 60 and the number of daysnotice given.4.2 Termination by Employer for Cause. Employer may terminate the Employment Period inaccordance with this Section 4.2 at any time for cause. For the purpose of this Section 4.2,“cause” shall mean any of the following:a) the conviction of Executive in a court of competent jurisdiction of a crimeconstituting a felony in such jurisdiction involving money or other property of the Companyor any of its affiliates or any other felony or offense involving moral turpitude;b) the willful commission of an act not approved of or ratified by the Chief ExecutiveOfficer involving a material conflict of interest or self-dealing relating to any materialaspect of the Company’s business or affairs;c) the willful commission of any act of fraud or misrepresentation (including theomission of material facts) provided that such act relates to the business of the Companyand would materially and negatively impact upon the Company ; ord) the willful and material failure of Executive to comply with the lawful orders ofthe Chief Executive Officer, provided such orders are consistent with Executive’s duties,responsibilities and/or authority as Executive Vice President of the Company.4.3. Termination by Employee for Good Reason. Executive may, at any time during theEmployment Period by notice to Employer, terminate the Employment Period effective immediately for“good reason”. For the purposes hereof, “good reason” means any material breach by Employer of anyprovision of this Agreement which, if susceptible of being cured, is not cured within 30 days ofdelivery of notice thereof to Employer by Executive; it being agreed, however, that the foregoing30 day cure period shall not be applicable to any failure to pay timely (or any reduction in)compensation or benefits paid or payable to Executive pursuant to the provisions of Section 3hereof. Without limitation of the generality of the foregoing, each of the following shall bedeemed to be a material breach of this Agreement by Employer: (x) any failure to pay timely (or anyreduction in) compensation (including benefits) paid or payable to Executive pursuant to theprovisions of Section 3 hereof; (y) any reduction in the duties, responsibilities or perquisites ofExecutive as provided in this Agreement and (z) any transfer of the Company’s principal executiveoffices outside the geographic area described in Section 2.2 hereof or requirement that Executiveprincipally perform his duties outside such geographic area.
 
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4.4 Disability. During the Employment Period, if, as a result of physical or mentalincapacity or infirmity (including alcoholism or drug addiction), Executive shall be unable toperform his material duties under this Agreement for (i) a continuous period of at least 180 days,or (ii) periods aggregating at least 270 days during any period of 12 consecutive months (each a“Disability Period”), and at the end of the Disability Period there is no reasonable probabilitythat Executive can promptly resume his material duties hereunder pursuant hereto, Executiveshall be deemed disabled (the “Disability”) and Employer, by notice to Executive, shall have theright to terminate the Employment Period for Disability at, as of or after the end of theDisability Period. The existence of the Disability shall be determined by a reputable, licensedphysician mutually selected by Employer and Executive, whose determination shall be final andbinding on the parties, provided, that if Employer and Executive cannot agree upon such physician,such physician shall be designated by the then acting President of the Baltimore City MedicalSociety, and if for any reason such President shall fail or refuse to designate such physician,such physician shall, at the request of either party, be designated by the American ArbitrationAssociation. Executive shall cooperate in all reasonable respects to enable an examination to bemade by such physician.4.5 Death. The Employment Period shall end on the date of Executive’s death.**5. TERMINATION COMPENSATION; NON-COMPETE**5.1 Termination Without Cause by Employer or for Good Reason by Executive. If theEmployment Period is terminated by Employer pursuant to the provisions of Section 4.1 hereof or byExecutive pursuant to the provisions of Section 4.3 hereof, Employer will pay to Executive (a) BaseSalary for a period of twelve (12) months following the date of termination (calculated at the BaseSalary rate in effect as of the date of termination) payable in equal installments at the timesBase Salary would have been paid had the Employment Period not been terminated; (b) when and if duepursuant to the provisions of Section 3.2 hereof, the prorated Bonus for the then current BonusYear and (c) if applicable, the Bonus for the last full Bonus Year pursuant to Section 3.2.Employer shall have no obligation to continue any other benefits provided for in Section 3 past thedate of termination, except as provided in Section 3.4.5.2 Certain Other Terminations. If the Employment Period is terminated by Employerpursuant to the provisions of Section 4.2, by Executive pursuant to Section 4.1, for Disabilitypursuant to the provisions of Section 4.4 or as a result of the death of Executive as set forth inSection 4.5, Employer shall pay to Executive (a) Base Salary through the date of termination, (b)in the case of termination as a result of a Disability or the death of Executive, when and if duepursuant to provisions of Section 3.2, the prorated Bonus for the Bonus Year in which the date oftermination occurred and (c) if applicable, the Bonus for the last full Bonus Year pursuant toSection 3.2. Employer shall have no obligation to continue any other benefits provided for inSection 3 past the date of termination, except as provided in Section 3.4.5.3 Expiration at Election of Employer. If the Employment Period expires on its thenstated expiration date without Employer having offered to Executive at least a one year renewal orextension of the Employment Period on its then current terms, Employer shall pay to Executive (a)Base Salary for the twelve (12) month period following the date of termination (calculated at theBase Salary rate in effect as of the date of termination), payable in equal installments at thetimes Base Salary would have been paid had the Employment Period not been terminated, (b) when andif due pursuant to the provisions of Section 3.2, the Bonus for the Bonus Year in which theEmployment Period expired prorated as provided in said Section 3.2 and (c) if applicable, the Bonusfor the last full Bonus Year pursuant to Section 3.2. Employershall have no obligation to continue any other benefits provided for in Section 3 past thedate of termination, except as provided in Section 3.4.
 
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5.4 No Other Termination Compensation. Executive shall not, except as set forth inthis Section 5 and in Section 3.4, be entitled to any compensation following termination of theEmployment Period, except as otherwise provided in any stock options granted by Employer toExecutive.5.5 Mitigation. Executive shall not be required to mitigate the amount of anypayments or benefits provided for hereunder upon termination of the Employment Period by seekingemployment with any other person, or otherwise, nor shall the amount of any such payments orbenefits be reduced by any compensation, benefit or other amount earned by, accrued for or paid toExecutive as the result of Executive’s employment by or consultancy or other association with anyother person. Without any obligation of Employer to provide any benefits to Executive aftertermination of the Employment Period except as specifically set forth herein, any medical, dentalor hospitalization insurance or other benefits provided to Executive with his employment by orconsultancy with an unaffiliated person shall be primary to any benefits provided to Executivepursuant to this Agreement for the purposes of coordination of benefits.5.6 Non-Compete. For the 6 month period following the termination or expiration ofthe Employment Period for any reason whatsoever (other than a termination by Executive pursuant toSection 4.1, in which case the applicable period shall be one year), and for so long as Employer ismaking and the Executive is accepting the payments required to be made to Executive pursuant tothis Section 5, Executive shall not, directly or indirectly, (a) engage in any activities that arein competition with the Company in any geographic area within 50 miles of the location of anyCompany store (owned or franchised) as of the date of termination of Executive; (b) engage in anycatalog business that focuses on the sale of men’s clothing, (c) solicit any customer of theCompany or (d) solicit any person who is then employed by the Company or was employed by theCompany within one year of such solicitation to (i) terminate his or her employment with theCompany, (ii) accept employment with anyone other than the Company, or (iii) in any mannerinterfere with the business of the Company. Executive acknowledges and agrees that in the event ofany violation or threatened violation by Executive of his obligations under the preceding, Employershall be entitled to injunctive relief without any necessity to post bond. Executive acknowledgesand agrees that the Company’s catalogue business is competitive with retail store business offeringsimilar product lines.**6. INDEMNIFICATION**The Company shall indemnify and hold Executive harmless from and against any expenses(including attorneys’ fees of the attorneys selected by Executive to represent him, which shall beadvanced as incurred), judgements, fines and amounts paid in settlement incurred by him by reasonof his being made a party or threatened to be made a party to any threatened, pending or completedaction, suit or proceeding, whether civil, criminal, administrative or investigative, by reason ofany act or omission to act by Executive during the EmploymentPeriod or otherwise by reason of the fact that he is or was a director or officer of Employer orany subsidiary or affiliate included as a part of the Company, to the fullest extent and in themanner set forth and permitted by the General Corporation Law of the State of Delaware and anyother applicable law as from time to time in effect. The provisions of this Section 6 shallsurvive any termination of the Employment Period or any deemed termination of this Agreement.
 
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**7. MISCELLANEOUS**7.1 Notices. Any notice, consent or authorization required or permitted to be givenpursuant to this Agreement shall be in writing and sent to the party for or to whom intended, atthe address of such party set forth below, by registered or certified mail, postage paid (deemedgiven five days after deposit in the U.S. mails) or personally, via commercial delivery or byfacsimile transmission (deemed given upon receipt or refusal), or at such other address as eitherparty shall designate by notice given to the other in the manner provided herein.   If to Employer: Jos. A. Bank Clothiers, Inc.  500 Hanover Pike  Hampstead, Maryland 21074-2095  Attn: Secretary   If to Executive: at his home address as reflected in the Company’s books and records7.2 Legal Fees. The Company shall pay the reasonable legal fees and expenses incurredby Executive in connection with any amendment or modification hereof or enforcement of Executive’srights hereunder.7.3 Taxes. Employer is authorized to withhold from any compensation or benefitspayable hereunder to Executive such amounts for income tax, social security, unemploymentcompensation and other taxes as shall be necessary or appropriate in the reasonable judgement ofEmployer to comply with applicable laws and regulations.7.4 Governing Law. This Agreement shall be governed by and construed and enforced inaccordance with the laws of the State of Maryland applicable to agreements made and to be performedtherein.7.5 Arbitration. Any dispute or controversy arising under or in connection with thisAgreement shall be settled exclusively by arbitration in Baltimore, Maryland in accordance with therules of the American Arbitration Association then in effect. Judgement may be entered on thearbitration award in any court having jurisdiction; provided, however, thatExecutive shall be entitled to seek specific performance of his right to be paid until expirationof the Employment Period during the pendency of any arbitration.7.6 Headings. All descriptive headings in this Agreement are inserted for convenienceonly and shall be disregarded in construing or applying any provision of this Agreement.
 
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7.7 Counterparts. This Agreement may be executed in counterparts, each of which shallbe deemed to be an original, but all of which together shall constitute one and the sameinstrument.7.8 Severability. If any provision of this Agreement, or any part thereof, is held tobe unenforceable, the remainder of such provision and this Agreement, as the case may be, shallnevertheless remain in full force and effect.7.9 Entire Agreement and Representation. This Agreement contains the entire agreementand understanding between Employer and Executive with respect to the subject matter hereof. Norepresentations or warranties of any kind or nature relating to the Company or its severalbusinesses, or relating to the Company’s assets, liabilities, operations, future plans or prospectshave been made by or on behalf of Employer to Executive. This Agreement supersedes any prioragreement between the parties relating to the subject matter hereof.7.10 Successor and Assigns. This Agreement shall be binding upon and inure to thebenefit of each of the parties hereto and their respective successors, heirs (in the case ofExecutive) and assigns.IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovewritten.       JOS. A. BANK CLOTHIERS, INC.           By: /s/ DAVID E. ULLMAN   /s/ JAMES W. THORNE         David E. Ullman,   JAMES W. THORNE  Executive Vice President-Chief Financial Officer    
 
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