0001193125-03-090962 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • December 9th, 2003 • Casual Male Retail Group Inc • Retail-family clothing stores • Massachusetts

This Employment Agreement (“Agreement”) is made as of July 9, 2003 between CASUAL MALE RETAIL GROUP, INC., a Delaware corporation with an office at 555 Turnpike Street, Canton, Massachusetts, 02021 (the “Company”), and Linda Carlo (the “Executive”) having an address at 16 Upton Street, Boston, Massachusetts 02118.

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SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 9th, 2003 • Casual Male Retail Group Inc • Retail-family clothing stores

The Applicable Margin shall initially be established at Level III. Thereafter, the Applicable Margin shall be adjusted quarterly on the first day of each calendar quarter, commencing with the Fiscal quarter June 2003, based upon the average Excess Availability during the prior quarter,

SEVERANCE COMPENSATION AGREEMENT
Severance Compensation Agreement • December 9th, 2003 • Casual Male Retail Group Inc • Retail-family clothing stores • Massachusetts

This Severance Compensation Agreement (the “Agreement”) by and between Casual Male Corp., a Massachusetts corporation (the “Company”) with its principal place of business at 555 Turnpike Street, Canton, Massachusetts and Joseph H. Cornely, III of 157 Warren Ave., Boston, MA 02116 (the “Executive”) shall be effective as of the date the Agreement is approved by the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).

CASUAL MALE RETAIL GROUP, INC. 5% Convertible Senior Subordinated Notes due 2024 PURCHASE AGREEMENT Dated November 12, 2003
Purchase Agreement • December 9th, 2003 • Casual Male Retail Group Inc • Retail-family clothing stores • New York

Introduction. Casual Male Retail Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you (“you,” or the “Initial Purchaser”), an aggregate of $85,000,000 principal amount of its 5% Convertible Senior Subordinated Notes due 2024, (the “Firm Securities”) to be issued pursuant to the provisions of an Indenture dated as of November 18, 2003 (the “Indenture”) between the Company and U.S. Bank National Association, as Trustee (the “Trustee”).

CASUAL MALE RETAIL GROUP, INC. 5% Convertible Senior Subordinated Notes due 2024 Registration Rights Agreement
Registration Rights Agreement • December 9th, 2003 • Casual Male Retail Group Inc • Retail-family clothing stores • New York

Casual Male Retail Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Thomas Weisel Partners LLC as the Initial Purchaser named in the Purchase Agreement (as hereinafter defined) (the “Initial Purchaser”) upon the terms set forth in a purchase agreement of even date herewith (the “Purchase Agreement”), $85,000,000 aggregate principal amount (plus up to an additional $15,000,000 principal amount) of its 5% Convertible Senior Subordinated Notes due 2024 (the “Securities”). The Securities will be convertible into shares of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”) at the conversion price set forth in the Final Offering Circular dated November 12, 2003. The Securities will be issued pursuant to an Indenture, dated as of November 18, 2003 (the “Indenture”), among the Company and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Compan

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