Exhibit 10.2
CASUAL MALE RETAIL GROUP,
INC.
NON-EMPLOYEE DIRECTOR
COMPENSATION PLAN
Section 1. Establishment and
Purpose
Casual Male Retail Group, Inc. (the
“Company”) hereby establishes a non-employee director
compensation plan to be named the Casual Male Retail Group, Inc.
Non-Employee Director Compensation Plan (the “Plan”),
for the purpose of supporting the Company’s ongoing efforts
to attract and retain exceptional directors to provide strategic
guidance to the Company.
Section 2.
Definitions
When used herein, the following
capitalized terms shall have the meanings assigned to them, unless
the context clearly indicates otherwise. Capitalized terms used
herein and not defined shall have the meanings assigned to them in
the Company’s 2006 Incentive Compensation Plan (the
“Incentive Compensation Plan”).
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(a)
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Black-Scholes Valuation means, with respect to an Option, the value of
such Option as of the Grant Date calculated utilizing the same
formula and assumptions as the Company utilized for the purpose of
valuing outstanding options in its most recently (meaning at the
time of the valuation) prepared audited annual financial
statement.
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(b)
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Cash means U.S. dollars.
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(c)
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Commission means the United States Securities and Exchange
Commission or any successor agency.
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(d)
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Compensation means an award under the Plan that is payable in
the form of Cash, Deferred Stock, Options and/or Stock pursuant to
the terms and conditions set forth in this Plan.
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(e)
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Compensation
Payment Choice means the
form of payment of Compensation that a Participant selects in
accordance with the terms hereof.
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(f)
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Grant
Date means the
following: (i) each quarterly retainer and chairperson
fee payable pursuant to Sections 3(i)(a)-(d) hereof shall
be paid on, and the Grant Dates shall be, the first business day of
each quarter in each fiscal year, (ii) each meeting fee
payable pursuant to Sections 3(i)(e) and (f) hereof shall be
paid on, and the Grant Date shall be, the last business day of each
month in which the applicable meeting occurs, (iii)
the fee payable upon the re-election of a Director to the Board
pursuant to Section 3(i)(g) hereof shall be paid on, and the
Grant Date shall be, the last business day of the month in which
such re-election occurs; and (iv) the Option grant issued
pursuant to Section 3(i)(h) with respect to a Director’s
initial election to the Board shall be issued on, and the Grant
Date shall be, the last business day of the month in which such
initial election occurs.
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(g)
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Incentive
Compensation Plan means
the Company’s 2006 Incentive Compensation Plan, as the same
may hereinafter be amended from time to time.
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1
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(h)
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Irrevocable
Election Agreement means
the written agreement, substantially in the form of Exhibit A,
between the Company and a Participant, which, together with the
Plan, governs the Participant’s rights to payment of
Compensation under the Plan.
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(i)
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Non-Employee
Director means a Director
who satisfies the requirements set forth in Rule 17 CFR
240.16b-3(i).
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(j)
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Participant means a Non-Employee Director of the
Company.
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(k)
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Plan means this Casual Male Retail Group, Inc.
Non-Employee Director Compensation Plan, as the same may
hereinafter be amended from time to time.
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(l)
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Separation
from Service means the
earliest date on which a Participant has incurred a separation from
service, within the meaning of Section 409A
(a) (2) of the Code, with the Service
Recipient.
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(m)
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Service
Recipient means the
Company and all persons with whom the Company would be considered a
single employer under Section 414(b) of the Code (employees of
a controlled group of corporations), and all persons with whom such
person would be considered a single employer under
Section 414(c) of the Code (employees of partnerships,
proprietorships, or other entities under company
control).
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(n)
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Treasury
Regulations means the
regulations promulgated by the United States Treasury Department
with respect to the Code, as amended from time to time.
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Section 3. Compensation;
Irrevocable Election; Valuation.
(i) Effective February 1, 2009,
the Compensation paid to the Participants shall be as
follows:
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(a)
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a retainer
equal to $5,000 per fiscal quarter (paid only to those Participants
serving (i) as a Director as of the first day of the fiscal
year, and (ii) as a Director as of the Grant Date in the
fiscal quarter for which the fee is payable);
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(b)
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to the
chairperson of the Company’s audit committee, a fee equal to
$2,500 per fiscal quarter (paid only to the Participant serving in
such position as of the Grant Date in the fiscal quarter for which
the fee is payable);
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(c)
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to the
chairperson of the Company’s compensation committee, a fee
equal to $1,250 per fiscal quarter (paid only to the Participant
serving in such position as of the Grant Date in the fiscal quarter
for which the fee is payable);
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(d)
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to the
chairperson of the Company’s nominating and corporate
governance committee, a fee equal to $1,250 per fiscal quarter
(paid only to the Participant serving in such position as of the
Grant Date in the fiscal quarter for which the fee is
payable);
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(e)
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$1,500 per
meeting for his/her attendance at in-person meetings of the Board
and committees;
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(f)
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$750 per
meeting for his/her attendance at telephonic meetings of the Board
and committees;
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(g)
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$82,250
annually upon his/her re-election to the Board; and
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2
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(h)
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Options to
purchase 15,000 shares of the Company’s common stock upon
initial election to the Board.
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(ii) Compensation paid hereunder is
being made pursuant to the Incentive Compensation Plan. Subject to
the terms hereof, Compensation shall be paid on the applicable
Grant Date unless the Participant elects to receive Deferred Stock.
The Participants will have the right to elect payments of the
values set forth above except in any combination of Cash, Stock,
Deferred Stock or Options assuming there is an adequate number of
shares of common stock available under the Incentive Compensation
Plan. In the event a Participant elects to receive Deferred Stock,
then on the Grant Date, the Participant shall receive a Deferred
Stock Award and, when the deferment period expires, payment shall
be made in shares of common stock. In the event that the Company
does not have a sufficient number of shares of Options, or common
stock remaining under the Incentive Compensation Plan, the payments
will be made in Cash to the extent of such
insufficiency.
(iii) The elections
by the Participants must be made in writing substantially in the
form of Exhibit A attached hereto and submitted to the General
Counsel of the Company (or such other person as the Committee shall
designate) no later than December 1 st of the year preceding the
fiscal year for which the election is to be effective. All
elections (including elections to receive Deferred Stock), once
submitted, are irrevocable for that fiscal year. In the event a
timely election is not made or a person does not become a
Participant until after the deadline for the election to be made,
the payments will be made in cash for that fiscal year. Any person,
who becomes a Participant during a fiscal year, shall be eligible
to receive cash.
(iv) For the purposes of determining
the relative values of Stock, Deferred Stock, and Options, each
share of Stock or Deferred Stock shall
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