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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.
