8,899 total material contract exhibits.
Tailored Brands, Inc. / DE
Execution Version
9.000% SENIOR SECURED NOTES DUE 2031
INDENTURE
Dated as of January 28, 2026
Among
THE MEN’S WEARHOUSE, LLC
as Issuer,
the Guarantors party hereto from time to time
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee and
Notes Collateral Agent
TABLE OF CONTENTS
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Tailored Brands, Inc. / DE
TAILORED BRANDS, INC. 2024 EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Notice – For Name
Tailored Brands, Inc., a Delaware corporation (the “Company”), has granted to you a Restricted Stock Unit Award pursuant to the terms and conditions of the Tailored Brands, Inc. 2024 Equity Incentive Plan (as may be amended or restated from time to time) (the “Plan”) and the Restricted Stock Unit Award Agreement, attached hereto (the “Agreement”). Capitalized terms not defined in this notice (the “Notice”) shall have the meanings specified in the Plan or the Agreement, as applicable. The grant of the Award hereunder is discretionary, and this grant is not a promise or commitment to grant additional Awards at any later date.
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Tailored Brands, Inc. / DE
April 21, 2021
Karla Gray
[***]
Re: Offer of Employment
Dear Karla,
On behalf of Tailored Shared Services, LLC (“we,” “us,” or “the Company”), I am pleased to offer you the position of Executive Vice President of Stores. We are excited to have you join us, and this letter will outline the basic terms and conditions of the position offered.
Your start date will be May 3, 2021 (or a date mutually agreed upon), at the pay rate of $415,000 per year. Your direct manager will be Peter Sachse, Co-Chief Executive Officer.
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Tailored Brands, Inc. / DE
Dear Jamie,
As EVP, Chief Supply Chain Officer of Tailored Brands, your leadership in the coming year will be critical to us achieving both our short term financial objectives as well as making progress against longer term strategic positioning and objectives. The purpose of this letter is to outline your target compensation for 2019 and illustrate for you how the achievement of these short and long term objectives will directly impact your actual compensation. Your 2019 Total Direct Compensation (at target) of $1,233,750 consists of three components:
| 1. | FY19 Base Salary: $475,000 |
| 2. | FY19 Bonus Target: $308,750 |
Your bonus consists of 3 parts:
| ● | Company EBIT Target (60%) — $185,250 |
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Tailored Brands, Inc. / DE
TAILORED BRANDS, INC. 2024 EQUITY INCENTIVE PLAN
I INTRODUCTION
1.1 Purposes. The purposes of the Tailored Brands, Inc. 2024 Equity Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining highly qualified officers and employees and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders.
1.2 Certain Definitions.
“Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.
“Board” shall mean the Board of Directors of the Company.
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Tailored Brands, Inc. / DE
August 1, 2025
Peter Sachse
Via E-mail: [***]
Dear Peter,
It is a pleasure to confirm your appointment to the position of Executive Chairman of the Board of Directors (the “Board”) of Tailored Brands, Inc., a Delaware corporation (the “Company”) effective as of August 5, 2025 (the “Effective Date”).
The Company is pleased to confirm the following terms of your appointment as Executive Chairman of the Board.
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Tailored Brands, Inc. / DE
EXECUTION VERSION
FIFTH AMENDMENT TO CREDIT AGREEMENT
This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 31, 2023 (this “Amendment”), is entered into by and among (a) THE MEN’S WEARHOUSE, LLC, a Texas limited liability company (the “Company”), (b) each of the other U.S. Subsidiary Borrowers signatory hereto (together with the Company, the “U.S. Borrowers”), (c) MOORES THE SUIT PEOPLE CORP., a Nova Scotia unlimited company (the “Canadian Borrower” and, together with the U.S. Borrowers, the “Borrowers”), (d) **TAILORED BRANDS, INC. **(f/k/a New TMW Topco Inc.), a Delaware corporation (“Tailored Brands”), and NEW TMW MIDCO LLC, a Delaware limited liability company (“TMW MidCo”, and collectively with Tailored Brands, the “Holdco Guarantors”), (e) the other Loan Parties (as defined in the Credit Agreement referred to below) signatory hereto, (f) the Lenders (as defined in the Credit Agreement) signatory hereto, (g) JPMORGAN CHASE BANK, N.A., as Administrative Agent (as defined in the Credit Agreement), and (h) **JPMORGAN CHASE BANK, N
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Tailored Brands, Inc. / DE
November 10, 2025
Michael Baughn
[***]
Re: Offer of Employment
Dear Michael,
On behalf of Tailored Shared Services, LLC (“we,” “us,” or “the Company”), I am pleased to offer you the position of Executive Vice President and Chief Financial Officer, reporting to me. We are excited to have you join us, and this letter will outline the basic terms and conditions of the position offered.
Your planned start date will be December 1, 2025 (or a date mutually agreed upon), at the pay rate of $700,000 per year.
You are eligible to participate in the Company’s Annual Incentive Plan (“AIP”) with an annual incentive target of 75% of your base salary. Because the bonus is an incentive for continued employment and used as a retention tool, you must be employed by the Company as of the date the bonus is paid to earn any portion of the bonus. The AIP, if earned, is generally paid in April of the following fiscal year. The bonus amount will be subject to taxes and withholdings. Your eligibility in AIP will begin in the next fiscal year, which begins February 1, 2026.
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Tailored Brands, Inc. / DE
TAILORED BRANDS, INC. 2025 DIRECTOR EQUITY PLAN
Restricted Stock Unit Award Notice – For [Name]
Tailored Brands, Inc., a Delaware corporation (the “Company”), has granted to you an Award of Restricted Stock Units pursuant to the terms and conditions of the Tailored Brands, Inc. 2025 Director Equity Plan (as may be amended or restated from time to time) (the “Plan”) and the Restricted Stock Unit Award Agreement, attached hereto (the “Agreement”). Capitalized terms not defined in this notice (the “Notice”) shall have the meanings specified in the Plan or the Agreement, as applicable. The grant of the Award hereunder is discretionary, and this grant is not a promise or commitment to grant additional Awards at any later date.
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Tailored Brands, Inc. / DE
Execution Version
CREDIT AGREEMENT
dated as of January 28, 2026,
by and among
NEW TMW LLC,
as Initial Holdings,
THE MEN’S WEARHOUSE, LLC,
as the Borrower,
TAILORED BRANDS, INC.
and
NEW TMW MIDCO LLC,
as Holdco Guarantors,
The Lenders Party Hereto,
and
GOLDMAN SACHS BANK USA,
as Administrative Agent and Collateral Agent,
GOLDMAN SACHS BANK USA
and
JPMORGAN CHASE BANK, N.A.,
as Lead Arrangers
BOFA SECURITIES, INC.,
BARCLAYS BANK PLC,
JEFFERIES FINANCE LLC,
MORGAN STANLEY SENIOR FUNDING, INC.
and
WELLS FARGO SECURITIES, LLC,
as Arrangers and Bookrunners
TABLE OF CONTENTS
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Tailored Brands, Inc. / DE
TAILORED BRANDS, INC.
AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN
I INTRODUCTION
1.1 Purposes. The purposes of the Tailored Brands, Inc. Amended and Restated 2021 Equity Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining highly qualified officers and employees and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders.
1.2 Certain Definitions.
“Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.
“Board” shall mean the Board of Directors of the Company.
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Tailored Brands, Inc. / DE
October 4, 2021
Brandy Richardson
[***]
Re: Offer of Employment
Dear Brandy,
On behalf of Tailored Shared Services, LLC (“we,” “us,” or “the Company”), I am pleased to offer you the position of Executive Vice President & Chief Financial Officer. We are excited to have you join us, and this letter will outline the basic terms and conditions of the position offered.
Your start date will be November 1, 2021 (or a date mutually agreed upon), at the base pay rate of $650,000 per year. Your direct manager will be Bob Hull, Co-Chief Executive Officer.
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