Exhibit 10.2
DXL GROUP
Fourth Amended and Restated Destination XL Group, Inc.
Long-Term Incentive Plan
2
3
Notwithstanding any provision of this Plan to the contrary, in order to terminate in a Structured Retirement, a Participant must execute and not revoke a release of claims in favor of the Company within the time required by the Company (but not to exceed 45 days following Termination of Employment). A Participant whose Termination of Employment meets the conditions to be a Structured Retirement will be deemed to be terminated in a Structured Retirement for purposes of the Plan even if such Termination of Employment also meets other termination provisions under the Plan.
(z) Subsidiary means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in
4
the election of directors or in which the Company has the right to receive 50% or more of the distribution of profits or 50% or more of the assets on liquidation or dissolution.
(aa) Target Cash Value means the amount in U.S. dollars determined by: multiplying (i) the Participant’s annual base salary in effect on the Participant’s Effective Date of Participation by (ii) the long-term incentive program percentage designated in the Participant’s executed employment agreement with the Company (or the percentage as otherwise designated in the Company’s records) or such other amount as shall be determined by the Committee.
(bb) Termination of Employment means the termination of the Participant’s employment with the Company and its Subsidiaries and Affiliates for any reason.
(cc) Time-Vesting Benefit Amount has the meaning given to that term in Section 6(a) hereof, and includes not only its dollar value but also any Awards made with respect thereto.
5
6
7
Vesting Date | Percentage of Time-Vesting Benefit Amount that Vests |
The latter of one year from the Grant Date or April 1 following the FYE which marks the end of the first year of the Performance Period | 25% |
April 1 following the FYE which marks the end of the second year of the Performance Period | 25% |
April 1 following the FYE which marks the end of the Performance Period | 25% |
April 1 in the succeeding year (meaning, one year after the third tranche vests) | 25% |
8
For example, assume the Performance Targets were Goal A and Goal B and that each was weighted 50%, with a threshold payment at 80% of target and a maximum payout at 150% of target:
9
10
11
12
13
14
15