CASUAL MALE RETAIL GROUP, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
Section 1. Establishment and Purpose
Casual Male Retail Group, Inc. (the “Company”) hereby establishes a non-employee director compensation plan to be named
the Casual Male Retail Group, Inc. Non-Employee Director Compensation Plan (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.
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 Company’s
2006 Incentive Compensation Plan (the “Incentive Compensation Plan”).
Section 3. Compensation; Irrevocable Election; Valuation.
(i) Effective February 1, 2009, the Compensation paid to the Participants shall be as follows:
(a) Black-Scholes Valuation means, with respect to an Option, the value of such Option as of the Grant Date calculated
utilizing the same formula and assumptions as the Company utilized for the purpose of valuing outstanding options in
its most recently (meaning at the time of the valuation) prepared audited annual financial statement.
(b) Cash means U.S. dollars.
(c) Commission means the United States Securities and Exchange Commission or any successor agency.
(d) Compensation means an award under the Plan that is payable in the form of Cash, Deferred Stock, Options and/or
Stock pursuant to the terms and conditions set forth in this Plan.
(e) Compensation Payment Choice means the form of payment of Compensation that a Participant selects in accordance
with the terms hereof.
(f) Grant Date means the following: (i) each quarterly retainer and chairperson fee payable pursuant to Sections 3(i)(a)-
(d) hereof shall be paid on, and the Grant Dates shall be, the first business day of each quarter in eac