MEN'S WEARHOUSE, INC. CHANGE IN CONTROL SEVERANCE PLAN

Exhibit 10.1

THE MEN’S WEARHOUSE, INC.
CHANGE IN CONTROL SEVERANCE PLAN

(As Adopted Effective September 1, 2009)

THE MEN’S WEARHOUSE, INC.
CHANGE IN CONTROL SEVERANCE PLAN

(As Adopted Effective September 1, 2009)

      WHEREAS, The Men’s Wearhouse, Inc., a corporation organized and existing under the laws of the State of Texas (the “ Company ”), recognizes that one of its most valuable assets is its key management employees;

      WHEREAS , the Company would like to provide severance benefits in the event that the employment of certain key management employees is involuntarily terminated in conjunction with a change in control; and

      WHEREAS , the Company desires to establish The Men’s Wearhouse, Inc. Change in Control Severance Plan;

      NOW, THEREFORE , the Company hereby adopts this Agreement effective as of September 1, 2009.

TABLE OF CONTENTS

TABLE OF CONTENTS
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TABLE OF CONTENTS
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THE MEN’S WEARHOUSE, INC.
CHANGE IN CONTROL SEVERANCE PLAN

1. ESTABLISHMENT AND OBJECTIVE

      1.1 Establishment. The Men’s Wearhouse, Inc., a Texas corporation, hereby establishes a plan for certain key management employees to be known as “The Men’s Wearhouse, Inc. Change in Control Severance Plan” (the “ Plan ”).

      1.2 Objective. The Plan is designed to attract and retain certain designated key management employees of the Company and the Affiliates (as those terms are defined below) and to reward such employees by providing replacement income and certain benefits in conjunction with a Change in Control (defined below).

2. DEFINITIONS

     As used in the Plan, the following terms and phrases shall have the meanings set forth below:

      2.1 “ Affiliate ” and “ Affiliates ” mean, when used with respect to any entity, individual, or other person, any other entity, individual, or other person which, directly or indirectly, through one or more intermediaries controls, or is controlled by, or is under common control with such entity, individual or person.

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

      2.3 “ Base Compensation ” means a Participant’s base salary or wages from the Employer (as defined in section 3401(a) of the Code for purposes of federal income tax withholding), modified by including any portion thereof that such Participant could have received in cash in lieu of any elective deferrals made by the Participant pursuant to a nonqualified deferred compensation arrangement or pursuant to a qualified cash or deferred arrangement described in section 401(k) of the Code and any elective contributions under a cafeteria plan described in section 125 of the Code, and modified further by excluding any bonus, incentive compensation (including but not limited to equity-based compensation), commissions, expense reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation (other than elective deferrals by the Participant under a qualified cash or deferred arrangement described in section 401(k) of the Code or a nonqualified deferred compensation arrangement that are expressly included in “ Base Compensation ” under the foregoing provisions of this definition), welfare benefits as defined in ERISA, overtime pay, special performance compensation amounts and severance compensation.

      2.4 “ Beneficial Owner ” shall have 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.

      2.5 “ Board of Directors ” means the Board of Directors of the Company.

      2.6 “ Bonus ” means each annual performance bonus, if any, paid in cash by the Employer to or for the benefit of the Participant for services rendered or labor performed while an Eligible Individual. A Participant’s Bonus shall be determined by including any portion thereof that such Participant could have received in cash in lieu of (a) any elective deferrals made by such Participant pursuant to any nonqualified deferred compensation arrangement or (b) elective contributions made on such Participant’s behalf by the Company pursuant to a qualified cash or deferred arrangement (as defined in section 401(k) of the Code) or pursuant to a plan maintained under section 125 of the Code.

      2.7 “ Cause ” means (a) the willful and continued failure by the Participant to substantially perform the Participant’s duties with the Company (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Participant by the Board of Directors (or by a delegate appointed by the Board of Directors), which demand specifically identifies the manner in which the Board of Directors believes that the Participant has not substantially performed the Participant’s duties, or (b) the willful engaging by the Participant in conduct which is demonstrably and materially injurious to the Company or any of its Wholly-Owned Subsidiaries, monetarily or otherwise. For purposes of paragraphs (a) and (b) of this definition, (A) no act, or failure to act, on the Participant’s part shall be deemed “willful” if done, or omitted to be done, by the Participant in good faith and with reasonable belief that the act, or failure to act, was in the best interest of the Company and (B) in the event of a dispute concerning the application of this provision, no claim by the Company that Cause exists shall be given effect unless the Company establishes to the Board of Directors by clear and convincing evidence that Cause exists.

      2.8 “ Change in Control ” means the occurrence of any of the following events during the Term of the Plan:

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

     (b) the consummation of a Merger of the Company with another Entity, unless :

     (1) 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, more than 50 percent of the combined voting power of the Voting Securities of either the surviving Entity or the parent of the surviving Entity outstanding immediately after such Merger; and

     (2) the individuals who comprise the Board of Directors immediately prior to such Merger constitute a majority of the board of directors or other governing body of either the surviving Entity or the parent of the surviving Entity;

     (c) the consummation of a Merger of a Wholly-Owned Subsidiary with another Entity (other than an Entity in which the Company owns, directly or indirectly, a majority of the voting and equity interests) 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;

     (d) 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;

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

     (1) 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, more than 50 percent 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; and

     (2) the individuals who comprise the Board of Directors 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

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

      2.9 “ Code ” means the Internal Revenue Code of 1986, as amended, or any successor act.

      2.10 “ Committee ” means, prior to a Change in Control, the Compensation Committee of the Board of Directors. After a Change in Control, “ Committee ” means (a) the individuals (not fewer than three (3) in number) who, on the date six months prior to the Change in Control constitute the Compensation Committee of the Board of Directors, plus, (b) in the event that fewer than three (3) individuals are available from the group specified in clause (a) above for any reason, such individuals as may be appointed by the individual or individuals so available (including for this purpose any individual or individuals previously so appointed under this clause (b)); provided , however, that the maximum number of individuals constituting the Committee after a Change in Control shall not exceed six (6).

      2.11 “ Company ” means The Men’s Wearhouse, Inc., a Texas corporation, and any successor by merger or otherwise.

      2.12 “ Disability ” means the absence of the Participant from the Participant’s duties with the Company on a full-time basis for 90 calendar days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by

the Company or its insurers and acceptable to the Participant or the Participant’s legal representatives.

      2.13 “ Effective Date ” means September 1, 2009, the date as of which the Plan is adopted.

      2.14 “ Eligible Individual ” means a key management employee of an Employer.

      2.15 “ Employer ” means the Company or any Affiliate that adopts the Plan pursuant to the provisions of Section 10.

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

      2.17 “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, or any successor act.

      2.18 “ Expiration Date ” shall have the meaning specified in the definition of the phrase “ Term of the Plan ”.

      2.19 “ Good Reason ” for termination by the Participant of his employment means the occurrence (without the Participant’s express written consent) after any Change in Control, of any one of the following acts by the Employer, or failures by the Employer to act, unless, in the case of any act or failure to act described in paragraphs (a), (e), (f) or (g) below, such act or failure to act is corrected prior to the effective date of the Participant’s termination for Good Reason:

     (a) the assignment to the Participant of any duties or responsibilities which are substantially diminished as compared to the Participant’s duties and responsibilities immediately prior to a Change in Control or a material change in the Participant’s reporting responsibilities, titles or offices as a key management employee of the Employer and as in effect immediately prior to the Change in Control;

     (b) a reduction by the Employer in the Participant’s annual Base Compensation as in effect immediately prior to a Change in Control;

     (c) the relocation of the Participant’s principal place of employment to a location outside of a 50-mile radius from the Participant’s principal place of employment immediately prior to the Change in Control or the Employer’s requiring the Participant to be based anywhere other than such principal place of employment (or permitted relocation thereof) except for required travel on the Employer’s business to an extent substantially consistent with the Participant’s business travel obligations immediately prior to a Change in Control;

     (d) a material reduction in the employee benefits provided to the Participant immediately prior to the Change in Control;

     (e) the failure by the Employer to continue in effect any compensation plan in which the Participant participates immediately prior to the Change in Control which is material to the Participant’s total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Employer to continue the Participant’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of the Participant’s participation relative to other participants, as existed immediately prior to the Change in Control;

     (f) the failure by the Employer to continue to provide the Participant with benefits substantially similar to those enjoyed by the Participant under any of the Employer’s pension, savings, retirement, stock ownership, life insurance, medical, health and accident, or disability plans in which the Participant was participating immediately prior to the Change in Control (except for across the board changes similarly affecting all individuals having a similar level of authority and responsibility with the Employer and all individuals having a similar level of authority and responsibility with any Person in control of the Employer), the taking of any other action by the Employer which would directly or indirectly materially reduce any of such benefits or deprive the Participant of any material fringe benefit enjoyed by the Participant at the time of the Change in Control, or the failure by the Employer to provide the Participant with the number of paid vacation days to which the Participant is entitled on the basis of years of service with the Employer in accordance with the Employer’s normal vacation policy in effect immediately prior to the time of the Change in Control; or

     (g) any purported termination of the Participant’s employment which is not effected pursuant to a notice of termination satisfying the requirements of Section 6.1 hereof.

     The Participant’s right to terminate his employment for Good Reason shall not be affected by the Participant’s incapacity due to physical or mental illness. The Participant’s continued employment shall not constitute consent to, or a waiver of any rights with respect to, any act or failure to act constituting Good Reason hereunder.

     For purposes of any determination regarding the existence of Good Reason, any claim by the Participant that Good Reason exists shall be presumed to be correct unless the Employer establishes to the Committee by clear and convincing evidence that Good Reason does not exist. The Committee’s determination regarding the existence of Good Reason shall be conclusive and binding upon all parties unless the Committee’s determination is arbitrary and capricious.

      2.20 “ Highest Base Compensation ” means the Participant’s annualized Base Compensation in effect immediately prior to (a) a Change in Control, (b) the first event or circumstance constituting Good Reason, or (c) the Participant’s Termination Date, whichever is greatest.

      2.21 “Highest Bonus” means an amount equal to the highest Bonus received by the Participant during the three year period immediately preceding the Company’s fiscal year during which a Change in Control occurs.

      2.22 “ Incumbent Director ” means:

     (a) a member of the Board of Directors on the Effective Date; or

     (b) an individual:

     (1) who becomes a member of the Board of Directors after the Effective Date;

     (2) whose appointment or election by the Board of Directors 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

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

      2.23 “ Merger ” means a merger, consolidation or similar transaction.

      2.24 “ Participant ” means an individual who is eligible to participate in the Plan under the provisions of Section 3.

      2.25 “ 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 (a) the Company, the Employer or any of their Affiliates, (b) a trustee or other fiduciary holding Company securities under an employee benefit plan of the Company or any of its Affiliates, (c) an underwriter temporarily holding securities pursuant to an offering of those securities or (d) 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.

      2.26 “ Plan ” means The Men’s Wearhouse, Inc. Change in Control Severance Plan, as it may be amended from time to time.

      2.27 “ Renewal Date ” shall have the meaning specified in the definition of the phrase “ Term of the Plan .”

      2.28 “ Section 409A ” means section 409A of the Code and the rules and regulations issued thereunder by the Internal Revenue Service and the Department of Treasury.

      2.29 “ Separation From Service ” has the meaning ascribed to that term under Section 409A.

      2.30 “Specified Employee” has the meaning ascribed to that term under Section 409A.

      2.31 “ Specified Owner” means any of the following:

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

     (b) the Company;

     (c) an Affiliate of the Company;

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

     (e) 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

     (f) 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 Se