DESTINATION XL GROUP, INC. SECOND AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

Exhibit 10.1

DESTINATION XL GROUP, INC.

SECOND AMENDED AND RESTATED

NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

Section 1.  Establishment and Purpose

Destination XL Group, Inc. (the “Company”) hereby amends and restates the Destination XL Group, Inc. Amended and Restated Non-Employee Director Compensation Plan (as amended, 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.  The Plan also provides a convenient method by which non-employee directors of the Company may acquire shares of Common Stock of the Company (“Shares”) at fair market value by voluntarily electing to receive Shares in lieu of fees otherwise payable to them in cash for service as a director or member of a committee of the Board of Directors of the Company (the “Board”).  The Board may, from time to time, by resolution, require each Participant to elect to receive a specified percentage of all or any portion of the Participant’s Compensation hereunder in some form of equity in the Company, that is, Shares, Options or Deferred Stock (“Required Equity”).  In addition, each Participant, at his/her discretion, will be able to elect to receive Shares, Options or Deferred Stock for any remaining portion of Compensation. Any Shares acquired by a Participant pursuant to this Plan as part of any Required Equity shall come from the Incentive Compensation Plan.   Any Shares acquired by a Participant pursuant to this Plan other than as part of any Required Equity (i.e., pursuant to discretionary elections) shall come out of the pool of Shares reserved for issuance under Section 4 of this Plan, subject to adjustment as the Board may from time to time determine, and not from the Incentive Compensation Plan.  The Plan shall be effective as of February 1, 2015.  Elections for fiscal 2015 and thereafter must be submitted to the Company in accordance with Section 3(iii) no later than December 31 of the year preceding the fiscal year for which the election is to be effective.

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 Incentive Compensation Plan.

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Section 3.  Compensation; Irrevocable Election; Valuation.

(i)The Compensation paid to the Participants shall be as follows:

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(ii)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 in any combination of Cash, Shares, Deferred Stock or Options; provided that (i) Compensation paid in the form of Options and/or Deferred Stock, as well as Compensation paid in the form of Shares as part of any Required Equity, shall be made pursuant to the Incentive Compensation Plan, and can only be made in such form if there is a sufficient number of shares of Common Stock available under the Incentive Compensation Plan; and (ii) Compensation paid in the form of Shares, at the Participant’s discretion and not part of any Required Equity, shall be made pursuant to this Plan, and can only be made in such form if there is a sufficient number of shares of Common Stock available under this Plan.  In the event that the Company does not have a sufficient number of shares of Common Stock remaining under the Incentive Compensation Plan to satisfy elections to receive Options and/or Deferred Stock and/or Shares that are part of any Required Equity, the payments will be made in Cash to the extent of such insufficiency (Participants making similar elections will be allocated the remaining equity ratably in proportion to the respective equity amounts which would otherwise be payable to them absent such insufficiency).  In the event that the Company does not have a sufficient number of shares of Common Stock remaining under this Plan to satisfy discretionary elections to receive Shares, the payments will be made in Cash to the extent of such insufficiency (Participants making similar elections will be allocated the remaining equity ratably in proportion to the respective equity amounts which would otherwise be payable to them absent such insufficiency).  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.  

(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 31^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 or who becomes a Participant during a fiscal year, the payments will be made in cash for that fiscal year except for Required Equity which shall be paid in Shares.

(iv) Valuation of Shares.  For the purposes of determining the number of Shares to be issued to a Participant on a Grant Date, each Share shall be assigned a value equal to the consolidated closing bid price of a share of Common Stock as reported by NASDAQ on the effective Grant Date.  Any Shares granted pursuant to this Plan shall be fully vested on the Grant Date.  

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Payouts of Shares under the Plan will be in the form of whole Shares only; the de minimis balance of any foregone fees not payable in whole Shares will not be paid.

(v)Valuation of Options and/or Deferred Stock.  For the purposes of determining the relative values of Deferred Stock and Options, each share of Deferred Stock shall be assigned a value equal to the consolidated closing price of a share of the Common Stock as reported by NASDAQ on the effective Grant Date and each Option to acquire a share of Common Stock shall be assigned a value equal to the Black-Scholes value of an option to acquire a share of Common Stock on the effective Grant Date with an exercise price equal to the closing sale price of a share of Common Stock as reported on a consolidated basis by NASDAQ on such Grant Date.  Any Options issued pursuant to the foregoing shall vest in increments of one-third on the effective Grant Date, one-third on the first anniversary of the effective Grant Date and one-third on the second anniversary of the effective Grant Date. Unless the Board otherwise determines in its sole discretion, any unexercised portion of vested Options shall be exercisable for 10 years after the Grant Date, except in the event of Separation from Service, where vested Options shall automatically terminate: (i) immediately if for cause; (ii) three months if for a reason other than for cause/disability/death; (iii) twelve months if by reason of a Disability; and (iv) (a) twelve months if by reason of death or, if later, (b) three months after the date which the Participant dies if death occurs during the one year period due to Disability.  Any Deferred Stock granted pursuant to this Plan shall be fully vested on the Grant Date.

(v)Except in the event of a Change in Control, all unvested Options to which a Participant would otherwise be entitled shall be forfeited immediately upon the Participant’s Separation from Service except as may otherwise be determined by the Board in writing in its sole discretion.  

(vi) If a Participant elects to receive Deferred Stock, the Participant shall receive delivery of the Shares so deferred within 30 days after the earlier of (a) the third, fourth, or fifth anniversary of  the Grant Date, as irrevocably elected by the Participant pursuant to Section 3 (iii) above, or (b) the Participant’s Separation from Service.  If a Participant fails to elect an anniversary of the Date of Grant under the preceding sentence upon which to receive delivery of the Deferred Stock, then delivery of such Deferred Stock shall be made within 30 days after the Participant’s Separation from Service.    Notwithstanding the foregoing, if a Participant is a “specified employee”, as that term is defined in Section 409A(a)(2)(B)(i) of the Code, then no payment or benefit that is payable on account of the Participant’s Separation from Service shall be made before the date that is six months after the Participant’s separation from service (or, if earlier, the date of the Participant’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section

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409A and such deferral is required to comply with the requirements of Section 409A.

Section 4.  Number of Shares Under the Plan.  Subject to adjustment as the Board may from time to time determine, the total number of Shares reserved and available under the Plan with respect to discretionary elections to receive Shares in lieu of fees shall initially be 500,000, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Common Stock.

Section 5.  Change in Control.

If and to the extent that it would not violate the requirements of Section 409A of the Code, in the event of a Change in Control prior to, or concurrently with, a Participant’s Separation from Service, the full value of the Participant’s unpaid or unvested Compensation shall immediately vest and, in the case of any Deferred Stock Award, shall be paid as soon as administratively practicable after, and in all events within 30 days after, the Change of Control.

Section 6.  No Acceleration of Benefits

In no event shall the acceleration of the time or schedule of any payment under the Plan be permitted, except to the extent permitted under Section 409A of the Code and the Treasury Regulations and other applicable guidance issued thereunder.

Section 7.  Amendment and Termination

This Plan may be amended or terminated in any respect at any time by the Board; provided, however, that no amendment or termination of the Plan shall be effective to reduce any benefits that accrue and are vested before the adoption of such amendment or termination.  If and to the extent permitted without violating the requirements of Section 409A of the Code, the Committee may require that the Compensation of all Participants be paid in cash as soon as practicable after such termination, notwithstanding any elections by Participants with regard to the timing or form in which their benefits are to be paid.  If and to the extent that the Committee does not accelerate the timing of payments on account of the termination of the Plan pursuant to the preceding sentence, payment of any remaining benefits under the Plan shall be made at the same times and in the same manner as such payments would have been made based upon the most recent elections made by Participants, and the terms of the Plan, as in effect at the time the Plan is terminated.

Section 8.  Unfunded Obligation

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The obligations of the Company to pay any Compensation under the Plan shall be unfunded and unsecured, and any payments under the Plan shall be made from the general assets of the Company.  Participants’ rights under the Plan are not assignable or transferable except to the extent that such assignment or transfer is permitted under the terms of the Incentive Compensation Plan (regardless of the fact that not all forms of payment hereunder are being made under the Incentive Compensation Plan).

Section 9.  Withholding

The Participants and personal representatives shall bear any and all federal, state, local or other taxes imposed on benefits under the Plan.  The Company may deduct from any payments under the Plan the amount of any taxes required to be withheld from such payments by any federal, state or local government, and may deduct from any Compensation or other amounts payable to the Participant the amount of any taxes required to be withheld with respect to any other amounts under the Plan by any federal, state or local government.

Section 10.  Applicable Law

This Plan shall be construed and enforced in accordance with the laws of the State of Delaware, except to the extent superseded by federal law.

Section 11.  Administration and Interpretation

The Plan will be administered by the Committee.  The Committee shall not make any substantive changes to the Compensation set forth in this Plan without the approval of the Board.  The Committee will have broad authority to adopt rules and regulations relating to the Plan and make decisions and interpretations regarding the provisions of the Plan.  Benefits due and owing to a Participant under the Plan shall be paid when due without any requirement that a claim for benefits be filed.  However, any Participant who has not received the benefits to which Participant believes himself or herself entitled may file a written claim with the Committee, which shall act on the claim within thirty days.  Any decisions or interpretations by the Committee relating to benefits under the Plan shall be binding and conclusive on all affected parties.

Section 12.  Code Section 409A

It is intended that the Compensation granted pursuant to this Plan other than any Deferred Stock Awards, be exempt from Section 409A of the Code (“Section 409A”) because it is believed (i) the Compensation payable in cash should qualify for the short-term deferral exception contained in Treasury Regulation §1.409A-1(b)(4), and (ii) any Options granted pursuant to the Plan

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will have an exercise price that may never be less than the Fair Market Value of a Share on the Grant Date and the other requirements for the exemption of such options under Treasury Regulation §1.409A-1(b)(5)(i)(A) should be met.  It also is intended that any compensation payable in the form of a Deferred Stock Award comply with the requirements of Section 409A.  The provisions of the Plan shall be interpreted in a manner consistent with the foregoing intentions.  

The Committee, in its sole discretion, and without the consent of any Participant or Beneficiary, may amend the provisions of this Plan to the extent that the Committee determines that such amendment is necessary or appropriate in order for the Compensation paid pursuant to the Plan to be exempt from the requirements of Section 409A, or if and to that the Committee determines that the Compensation is not so exempt, to amend the Plan  (and any agreements relating to any Compensation) in such manner as the Committee determines shall deem necessary or appropriate to comply with the requirements of Section 409A.  

Notwithstanding the foregoing, the Company does not make any representation to any Participant or Beneficiary that the Compensation paid pursuant to this Plan is exempt from, or satisfies, the requirements of Section 409A, and the Company shall have no liability or other obligation to indemnify or hold harmless any Participant or Beneficiary for any tax, additional tax, interest or penalties that the Participant or Beneficiary may incur in the event that any provision of the Plan or any Compensation agreement, or any amendment or any modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A.

THIS SPACE IS LEFT BLANK INTENTIONALLY

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EXHIBIT A

DESTINATION XL GROUP, INC.

SECOND AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

IRREVOCABLE ELECTION AGREEMENT

TO:General Counsel:

I, _____________________________, hereby elect to receive my Destination XL Group, Inc. Non-Employee Director Compensation (as defined in the Destination XL Group, Inc. Second Amended and Restated Non-Employee Director Compensation Plan (the “Plan”)) as follows:

*[Description of Required Equity, if any].   **Separation from Service

[NOTE: You have the opportunity to decide the Compensation Payment Choice(s): cash, DXLG Stock, DXLG stock options or DXLG Deferred Stock for each type of fee.  Your selected option(s) for any given year must equal 100%.  If you select Deferred Stock, then distribution of your DXLG shares shall be made within 30 days after the earlier of (a) the anniversary of the Date of Grant you elect above and (b) the date of your Separation from Service (or if you become an employee of the Company and are a “specified employee”, as defined in the Plan, the 6-month anniversary of the Grant Date). If you do not specify a number of years, distribution will be made upon your Separation from Service.]

I understand and acknowledge that (i) with respect to elections to receive DXLG stock options and/or DXLG Deferred Stock and/or DXL Stock (for Required Equity, if any), if there is an insufficient number of DXLG shares available under the Company’s 2006 Incentive Compensation Plan, I will be paid in cash and (ii) with respect to discretionary elections to receive DXLG Stock, if there is an insufficient number of DXLG shares available under the Plan, I will be paid in cash.

I understand and acknowledge that this election is irrevocable.  I understand and acknowledge that I must be a director of the Company on the dates each portion of the Compensation is paid in order to qualify for such payment.

I understand and acknowledge that if there is any conflict between this form or any part of it and the Plan, the provisions of the Plan shall govern.

I have hereunto set my hand and seal this ____ day of ___________, 20___.

_________________________________________________________

(Signature)(Printed name)

MIA 184192812v2

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