Third Amendment to The Men's Wearhouse, Inc. 1992 Non-Employee Director Stock Option Plan

Summary

This agreement amends The Men's Wearhouse, Inc. 1992 Non-Employee Director Stock Option Plan. It increases the total number of company shares available for stock options to 117,500, subject to adjustment as described in the plan. The amendment is effective upon approval by a majority of the company's stockholders. Shares from expired or terminated options may be reissued under the plan. The agreement is between The Men's Wearhouse, Inc. and its non-employee directors.

EX-10.1 2 h80200ex10-1.txt 3RD AMEND.TO 1992 NON-EMPLOYEE DIR. STOCK OPTION 1 EXHIBIT 10.1 THIRD AMENDMENT TO THE MEN'S WEARHOUSE, INC. 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN THIS AGREEMENT by The Men's Wearhouse, Inc. (the "Sponsor"), WITNESSETH: WHEREAS, the Sponsor maintains the Plan known as "The Men's Wearhouse, Inc. 1992 Non-Employee Director Stock Option Plan" (the "Plan"); and WHEREAS, the Sponsor retained the right in Paragraph 13 of the Plan to amend the Plan from time to time; and WHEREAS, the Board of Directors of the Sponsor approved resolutions on the 25th day of March, 2000, to amend the Plan; NOW, THEREFORE, the Sponsor agrees that, effective upon the approval of a majority of the stockholders of the Sponsor, Paragraph 3 of the Plan is hereby amended in its entirety to read as follows: 3. Option Shares. The stock subject to the Options and other provisions of the Plan shall be shares of the Company's Common Stock, $.01 par value (or such other par value as may be designated by act of the Company's stockholders) (the "Common Stock"). The total amount of the Common Stock with respect to which Options may be granted shall not exceed in the aggregate 117,500 shares; provided, that the class and aggregate number of shares which may be subject to the Options granted hereunder shall be subject to adjustment in accordance with the provisions of Paragraph 12 hereof. Such shares may be treasury shares or authorized but unissued shares. In the event that any outstanding Option for any reason shall expire or terminate by reason of the death of the optionee or the fact that the optionee ceases to be a director, the surrender of any such Option, or any other cause, the shares of Common Stock allocable to the unexercised portion of such Option may again be subject to an Option under the Plan.