Browse EX-10 agreements

TAILORED BRANDS, INC.

2026 Omnibus Incentive Plan

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the terms and conditions of the Tailored Brands, Inc. 2026 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Tailored Brands, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

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TAILORED BRANDS, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

Article I.
PURPOSE

The purpose of this Tailored Brands, Inc. 2026 Employee Stock Purchase Plan (as it may be amended or restated from time to time, this “Plan”) is to assist Eligible Employees of Tailored Brands, Inc., a Delaware corporation (the “Company”) and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. This Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent with the requirements of Section 423 of the Code. The Non-Section 423 Component authorizes the grant of rights which need not qualify as rights granted pursuant to an “employee stock purchase plan” under Section 423 of the Code. Rights granted under the Non-Section 423 Component shall be granted pursuant to separate Offerings containing such sub-plans, appendices, rules or procedures as may be adopted by the Administrator and designed to achieve tax, securities laws or other objectives for Eligible Employees and Designated Subsidiaries, but shall not be intended to qualify as an “employee stock purchase plan” under Section 423 of the Code.

Article II.
DEFINITIONS AND CONSTRUCTION

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TAILORED BRANDS, INC.

2026 OMNIBUS INCENTIVE PLAN

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Article I
PURPOSE

The purpose of this Tailored Brands, Inc. 2026 Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. This Plan is effective as of the date set forth in Article XIV.

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Article II
DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

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2.1 “Affiliate” means a corporation or other entity controlled by, controlling, or under common control with the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.

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FORM OF

DIRECTOR NOMINATION AGREEMENT

This Director Nomination Agreement (this “Agreement”), dated as of [●], 2026, is entered into by and between Tailored Brands, Inc., a Delaware corporation (the “Company”), and Silver Point Capital, L.P., a Delaware limited partnership (“Silver Point”). This Agreement shall be effective from the Effective Date (as defined herein).

WHEREAS, the Company intends to consummate an initial public offering (“IPO”) of shares of its common stock, par value $0.001 per share (the “Common Stock”); and

WHEREAS, in connection with such events, the parties hereto desire to provide for certain governance rights and other matters with respect to the Company upon the consummation of the IPO (the “Effective Date”).

NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used in this Agreement and not otherwise defined have the following meanings:

(a) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act and shall include Persons who become Affiliates of any Person subsequent to the date of this Agreement.

(b) “beneficially own”, “beneficially owned” and “beneficial ownership” shall have the meaning set forth in Rules 13d-3 and 13d-5(b)(1) promulgated under the Exchange Act.

(c) “Board” shall mean the board of directors of the Company.

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Execution Version

SEVENTH AMENDMENT TO CREDIT AGREEMENT

This Seventh AMENDMENT TO CREDIT AGREEMENT, dated as of July 21, 2026 (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./Vetements Pour Hommes Moores 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.A. TORONTO BRANCH, as Canadian Administrative Agent (as defined in the Credit Agreement).

W I T N E S S E T H:

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Exhibit 10.1

THIS AMENDED AND RESTATED SENIOR PROMISSORY NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY JURISDICTION. THIS AMENDED AND RESTATED SENIOR PROMISSORY NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. BY ACQUIRING THIS AMENDED AND RESTATED SENIOR PROMISSORY NOTE, THE HOLDER REPRESENTS THAT THE HOLDER WILL NOT SELL OR OTHERWISE DISPOSE OF THIS AMENDED AND RESTATED SENIOR PROMISSORY NOTE WITHOUT REGISTRATION OR EXEMPTION THEREFROM.

AMENDED AND RESTATED SENIOR PROMISSORY NOTE

$5,000,000.00	August 31, 2026

For value received Cohen & Company, LLC, a Delaware limited liability company (together with its successors and assigns, the “Company”), promises to pay to JKD Capital Partners I LTD, a New York corporation (the “Holder”), the principal amount of $5,000,000.00, together with all accrued and unpaid interest thereon. This Amended and Restated Senior Promissory Note (this “Note”) amends and restates in its entirety that certain Senior Promissory Note dated September 1, 2024 (the “Original Note”) issued by the Company to the Holder in the original principal amount of $5,145,926.67 pursuant to the Redemption Agreement, dated as of September 23, 2024 and effective September 1, 2024. This Note is in the aggregate principal amount of $5,000,000.00, which amount represents the

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Exhibit 10.1

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Execution Version

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AMENDED AND RESTATED CREDIT AGREEMENT

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Dated as of August 25, 202****6

among

THE ENTITIES IDENTIFIED ON SCHEDULE 1 ATTACHED HERETO,

as Holdings,

CERTAIN SUBSIDIARIES OF HOLDINGS PARTIES HERETO,

as Borrowers,

MANUFACTURERS AND TRADERS TRUST COMPANY,

as Administrative Agent,

and

THE FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders

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MANUFACTURERS AND TRADERS TRUST COMPANY,

as Lead Arranger and Bookrunner

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TABLE OF CONTENTS

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ARTICLE I CERTAIN DEFINITIONS; RULES OF CONSTRUCTION		7
Section 1.01.	Certain Definitions	7
Section 1.02.	Other Interpretive Provisions	46
Section 1.03.	Accounting Terms and Principles	47

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Mallory Martino

WELCOME TO WELLA

COMPANY

WELLA COMPANY | 104 WEST 40TH STREET, 15TH FLOOR, NEW YORK, NY 10018 | WELLACOMPANY.COM

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Mallory Martino

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EmploymentAgreement

ThisAGREEMENT(the"EmploymentAgreement")ismadeandenteredintoasofthis            23           April 2026 by and between

WellaInternationalOperationsSwitzerlandSàrlwhoseofficeisat Chemin Louis-Hubert 1 1213 Petit-Lancy, Genève, Switzerland(Hereinafter referred to as the "Employer" or "Company")

And

HugoKunetzof[*](Hereinafter referred to as the "Executive")

Itisherebyagreedbetweentheundersignedthefollowing:

1.TERMSOFEMPLOYMENT

TheExecutive'scontinuedemploymentwithWellaiscontingentupontheExecutivenot being subject to any limitation, obligation or agreement that would preclude his full-time employment with the Company or in any way restrict his ability to perform his duties as an Executive of the Company.

ByacceptingthisEmploymentAgreement,theExecutiveconfirmsthatheisnotbound by any employment restrictions, limitations or obligations that would prohibit or preclude himfrom continuinghis full-time employment with the Company.

TheExecutiveconfirmsthat,asatthedateofthisEmploymentAgreement,hehasthe right to work in Switzerland in the capacity required by this role and that any documentation provided to the Company in connection with the Company's right to work checks is genuine and correct.

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