Exhibit 10.1
OPTION REPURCHASE
AGREEMENT
THIS OPTION REPURCHASE AGREEMENT
(“Agreement”) is made and entered into effective as of
January 29, 2009, by and between
(“Seller”) and Casual Male Retail Group, Inc., a
Delaware corporation (the “Company”).
RECITALS
A. The Company has adopted a stock
option repurchase program pursuant to which it is offering to
purchase from directors and certain key executives stock options,
vested and unvested, having an exercise price of $3.00 or greater
(the “Eligible Options”) for a cash payment for each
Eligible Option based on the Black-Scholes valuation of such
option.
B. As part of such program, Seller
desires to sell to the Company, and the Company desires to
repurchase from Seller, the Seller’s Eligible Options set
forth on Schedule A hereto for the purchase price set forth
on Schedule A hereto.
C. The Company and Seller desire to
enter into this Agreement setting forth certain terms relating to
such option repurchase.
NOW, THEREFORE, in consideration of
the premises and mutual covenants set forth in this Agreement, and
such other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and the Company
agree as follows:
1. Option Repurchase . The
Company hereby agrees to repurchase, and Seller hereby agrees to
sell to the Company, all of Seller’s right, title and
interest to the Eligible Options set forth on Schedule A
hereto for the purchase price set forth on Schedule A
hereto. Upon payment of such purchase price by the Company to the
Seller, such Eligible Options shall be terminated and Seller shall
no longer have any rights with respect to such Eligible
Options.
2. No Entitlement to Future
Awards . The Seller acknowledges that the Seller’s
participation in the option repurchase program, of which this
Agreement is a part, does not entitle Seller to any equity-based
awards in the futur
