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Exhibit
10.6
Updated as of
12/20/07
MEMORANDUM OF
UNDERSTANDING
CASUAL MALE RETAIL GROUP,
INC.
NONQUALIFIED DEFERRED
COMPENSATION PLAN
Casual Male Retail Group, Inc. has
adopted a Nonqualified Deferred Compensation Plan for certain
highly paid management associates. Such Plan, formerly referred to
as the “Wraparound Plan” and, effective on and after
January 1, 2008, referred to herein as the “Deferred
Compensation Plan” is intended to recognize the contribution
of certain designated managerial associates to the success of the
Casual Male Retail Group, Inc. and its subsidiaries and to provide
such managerial associates with the opportunity to defer
compensation in addition to their deferrals under qualified plans
sponsored by Casual Male Retail Group, Inc. The Deferred
Compensation Plan shall be operated in good faith compliance with
Internal Revenue Code § 409A and the regulations and other
guidance, until such time as final regulations are released
regarding Code § 409A and a final Deferred Compensation Plan
document is prepared based on the following terms and
conditions:
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1. |
Adoption and Effective Date |
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a. |
Casual Male Retail Group, Inc. adopts a new nonqualified
deferred compensation plan (the Wraparound Plan) with an original
Effective Date of November 1, 2006. |
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b. |
Effective January 1, 2008, as a result of the adoption of
a “safe harbor 401(k) Plan” designed to meet the
requirements of Code § 401(k)(12) and Code § 401(m)(11),
the “Wraparound” provisions of this Plan are no longer
necessary and shall be eliminated. Any and all amounts applicable
to the Wraparound Plan shall continue to be held under the Deferred
Compensation Plan and shall be governed by the terms as updated
herein. |
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c. |
The provisions of Internal Revenue Code § 409A governing
the nature and timing of elections, withdrawals, and distributions
under the Deferred Compensation Plan shall apply to amounts
deferred under the Deferred Compensation Plan. |
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2. |
Employer and Plan Information |
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a. |
Employer – Casual Male Retail Group, Inc. and, effective
December 18, 2007, CMRG Apparel LLC |
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b. |
Associated Plan : Casual Male Retail Group, Inc. 401(k)
Salaried Plan |
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c. |
Plan Administrator: Casual Male Retail Group, Inc. |
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d. |
The Plan Year is the 12-consecutive month period ending
December 31 of each year |
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e. |
The first Plan Year is a short year that begins on the original
Effective Date and ends on December 31, 2006. |
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3. |
Eligibility to Participate |
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a. |
Covered Employment includes only employment with the Employer
as a management associate designated as eligible to participate in
the Deferred Compensation Plan by the Plan
Administrator. |
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b. |
In order for an Associate to participate in the Deferred
Compensation Plan, he or she must be in Covered Employment and must
also have been designated by the Employer as eligible to
participate hereunder. |
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c. |
In the event an Associate participating in the Wraparound Plan,
or effective January 1, 2008, the Deferred Compensation Plan,
is transferred to or from Casual Male Retail Group, Inc. to or from
CMRG Apparel LLC, or any other wholly owned subsidiary Casual Male
Retail Group, Inc., shall designate, such transfer shall in no
event be deemed a separation from service and any elections under
the Wraparound Plan, or effective January 1, 2008, the
Deferred Compensation Plan, in effect at the time of such transfer
shall remain in full force and effect until the next annual
enrollment for the succeeding calendar year. |
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a. |
Associate Deferrals will be allowed under the Deferred
Compensation Plan. |
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b. |
Associate Deferral elections for a Plan Year must be made by
December 31 of the year prior to the Plan Year in which the
services to which the deferrals relate are performed. |
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c. |
Prior to January 1, 2008, by January 31 of the year
following the Plan Year in which Associate Deferrals are made to
the Wraparound Plan, the Employer will perform or cause to be
performed nondiscrimination testing of the Associated Plan to
determine the maximum amount that each Participant in the
Wraparound Plan may contribute to the Associated Plan with respect
to the immediately preceding Plan Year. The Associate Deferrals for
each Participant not in excess of that amount is then contributed
from the Wraparound Plan to the Associated Plan. The balance of the
Associate Deferrals for the applicable Plan Year shall continue to
be deferred under the Wraparound Plan. On and after January 1,
2008 this paragraph shall cease to be effective. |
Notwithstanding the
foregoing, Associate Deferrals will be allowed with respect to
Compensation earned on and after November 1, 2006 and prior to
December 31, 2006.
Page 1 of 3
Updated as of
12/20/07
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4. |
Associate Deferrals (con’t) |
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d. |
Associate Deferrals will be made by means of payroll reduction,
in any whole percentage or whole dollar amount of Compensation.
There is no maximum imposed on Associate Deferrals under the
Deferred Compensation Plan. |
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e. |
Compensation means earnings required to be reported in the
Wages, Tips and Other Compensation box of Form W-2 excluding
Associate Pre-Tax Contributions and other Elective Deferrals, and
elective contributions that are excluded from income under Code
§ 125 (cafeteria plan); and reimbursements or other expense
allowances, fringe benefits (cash and non cash), moving expenses,
deferred compensation and welfare benefits. |
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a. |
Matching Credits will be added to each Participant’s
Account based on the amount o |
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