PROPOSAL 2:
ADOPTION OF THE
2016 LONG-TERM INCENTIVE PLAN

        The Board proposes that our shareholders approve the adoption of the Tailored Brands, Inc. 2016 Long-Term Incentive Plan (the "2016 LTIP"). On March 16, 2016, based upon the recommendation of the Compensation Committee, the Board adopted the 2016 LTIP, subject to approval by our shareholders. Set forth below is a summary of the material features of the 2016 LTIP, which summary is qualified in its entirety by the text of the 2016 LTIP, a copy of which is attached to this proxy statement as Appendix A.

        The purpose of the 2016 LTIP is to advance the interests of the Company and its shareholders and promote the long-term growth of the Company by providing participants with incentives to maximize shareholder value and to otherwise contribute to the success of the Company, thereby aligning the interests of participants with the interests of the Company's shareholders and providing them additional incentives to continue in their employment or affiliation with the Company. The 2016 LTIP serves these purposes by making equity-based and equity-related awards ("Awards") available for grant to eligible participants in the form of:

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nonqualified stock options to purchase our common stock ("NQSOs");



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incentive stock options to purchase our common stock ("ISOs" and, together with NQSOs, "Options");



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stock appreciation rights ("SARs");



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restricted common stock ("Restricted Stock");



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deferred stock units ("DSUs");



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awards denominated in cash that are subject to the attainment of performance goals ("Cash-Based Awards");



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awards similar to Restricted Stock Awards that are subject to the attainment of performance goals ("Performance Stock Awards");



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awards similar to DSU Awards that are subject to the attainment of performance goals ("Performance Unit Awards"); and



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equity-based or equity-related Awards not otherwise described by the terms and provisions of the 2016 LTIP ("Other Stock-Based Awards").

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        If our shareholders approve the 2016 LTIP: (1) the Company will have 6,400,000 shares of common stock available for future grant under the 2016 LTIP, less (a) one share of common stock for every share of common stock subject to an Option or SAR granted after May 1, 2016 under our existing long-term incentive plan, the Tailored Brands, Inc. 2004 Long-Term Incentive Plan (the "2004 LTIP"), and (b) two shares of common stock for every share of common stock subject to any other award granted after May 1, 2016 under the 2004 LTIP; (2) the 2016 LTIP will replace the 2004 LTIP; (3) shares will no longer be available for grant under the 2004 LTIP (except for the planned DSU grants to our non-employee directors discussed below in "New Plan Benefits"); and (4) awards outstanding under the 2004 LTIP will remain in effect in accordance with the terms of the awards and the 2004 LTIP. If the 2016 LTIP is not approved, shares will remain available for grant under the 2004 LTIP.

        As of the Record Date, there were: (1) 1,093,546 shares of our common stock remaining available for issuance under the 2004 LTIP; (2) 1,271,575 outstanding stock options, with a weighted average exercise price of $29.26 and a weighted average term to expiration of 7.51 years; (3) 960,770 outstanding DSUs; (4) 366,881 outstanding performance units; and (5) 48,629,978 total shares of common stock outstanding.

        Our average share usage rate, sometimes referred to as burn rate, over the three years ended January 30, 2016 (calculated as equity-based awards granted under our equity compensation plan for the relevant year, divided by average basic common shares outstanding for that year) is approximately 1.2%. Based on that average share usage rate and recent stock price, the 6.4 million shares should enable us to continue to grant equity incentive compensation for the next 2 years or more. The potential dilution resulting from issuing all 6.4 million shares authorized under the 2016 LTIP, and taking into account outstanding awards, would be 15.7% on a fully-diluted basis.

        The 2016 LTIP includes provisions designed to protect the interests of our shareholders and reflect corporate governance best practices, including:

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NO SINGLE TRIGGER ACCELERATED VESTING UPON CHANGE IN CONTROL. The 2016 LTIP does not provide for any automatic mandatory vesting of awards upon a change in control.



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NO LIBERAL SHARE COUNTING OR RECYCLING. The following shares of common stock will not become available again for issuance under the 2016 LTIP: (1) shares withheld from the payment of an Award to satisfy tax obligations with respect to the Award; (2) shares tendered in payment of the exercise price of an Option; (3) shares not issued upon the "net settlement" of a SAR; and (4) shares that we repurchase on the open market with the proceeds of the exercise price of an Option (or proceeds of the exercise price of an Option under the 2004 LTIP).



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MINIMUM VESTING REQUIREMENTS. The 2016 LTIP provides that no Option or SAR will vest until at least one year following the grant date of the award, except in the case of death, disability or change in control; provided, however, that up to 5% of the aggregate number of shares that may be issued under the 2016 LTIP may be subject to Awards that do not meet such vesting requirements.



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AWARDS SUBJECT TO FORFEITURE/CLAWBACK. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, a current or former executive officer must forfeit and repay to the Company any compensation awarded under the 2016 LTIP to the extent specified in any of the Company's recoupment policies established or amended (now or in the future).



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REPRICING/CASH BUYOUT OF UNDERWATER OPTIONS AND SARS NOT ALLOWED WITHOUT SHAREHOLDER APPROVAL. The Compensation Committee may not directly or indirectly lower the exercise price of a previously granted Option or SAR or cancel a previously

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granted Option or SAR for a payment of cash or other property, without the prior approval of the Company's shareholders.

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NO EVERGREEN PROVISION. The 2016 LTIP does not contain an annual "evergreen" provision. The 2016 LTIP authorizes the issuance of a fixed number of shares and requires shareholder approval for the issuance of any additional shares, which provides our shareholders with direct input on our equity compensation programs.



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NO LIBERAL CHANGE IN CONTROL DEFINITION; REQUIRE CONSUMMATION OF A CHANGE OF CONTROL EVENT. The change in control definition in the 2016 LTIP is not a "liberal" definition. A change in control transaction must actually occur to trigger the change in control provisions in the 2016 LTIP.



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NO DISCOUNT STOCK OPTIONS OR SARS. All Options and SARs granted under the 2016 LTIP must have an exercise price equal to or greater than the fair market value of our common stock on the grant date.



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NO DIVIDEND EQUIVALENTS ON UNVESTED OR UNEARNED AWARDS. Any dividend equivalents paid under an Award will be subject to restrictions and a substantial risk of forfeiture to the same extent as the Award with respect to which such dividend equivalents are to be paid.



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LIMIT ON NON-EMPLOYEE DIRECTOR AWARDS. The maximum number of shares of common stock subject to Awards granted during a single fiscal year to any non-employee director, together with any cash fees paid to such non-employee director during the fiscal year, may not exceed $500,000 in total value.

        Under the 2016 LTIP, the Compensation Committee may grant Cash-Based Awards, Performance Stock Awards and Performance Unit Awards in a manner that constitutes "qualified performance-based compensation" for purposes of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder. Section 162(m) generally limits the deduction that we may take for certain remuneration paid in excess of $1,000,000 to any "covered employee" (as defined in Section 162(m)) in any one taxable year. Cash-Based Awards, Performance Stock Awards and Performance Unit Awards granted under the 2016 LTIP will not count against this $1,000,000 deduction limitation provided that (1) the lapse of restrictions on such Awards and the distribution of cash, common stock or other property pursuant to such Awards is contingent upon satisfying one or more of the performance criteria enumerated in the 2016 LTIP, as established and certified by the Compensation Committee, and (2) such Awards otherwise satisfy the requirements for qualified performance-based compensation under Section 162(m). The 2016 LTIP is designed so that Options and SARs granted thereunder will be considered qualified performance-based compensation for purposes of Section 162(m). We are submitting the 2016 LTIP, including the performance criteria set forth therein, to the shareholders for approval at the Annual Meeting to ensure that Cash-Based Awards, Performance Stock Awards and Performance Unit Awards granted under the 2016 LTIP will be deductible as qualified performance-based compensation.

Administration

        The Compensation Committee will administer the 2016 LTIP. The 2016 LTIP requires the Compensation Committee to be comprised of at least two directors, each of whom will be an "outside director" (within the meaning of Section 162(m) of the Code and the Treasury Regulations promulgated thereunder) and a "non-employee" director (within the meaning of Rule 16b-3 under the Exchange Act). The Compensation Committee currently consists of three directors, each of whom is an "outside director" and a "non-employee director."

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        In its capacity as plan administrator, the Compensation Committee will have full and exclusive power to interpret and apply the terms and provisions of the 2016 LTIP and Awards made under the 2016 LTIP, and to adopt such rules, regulations and guidelines for implementing the 2016 LTIP as the Compensation Committee may deem necessary or proper. In carrying out its authority under the Plan, the Compensation Committee will have full and final authority and discretion, including the following rights, powers and authorities to: (1) determine the participants to whom and the times at which Awards will be made; (2) determine the number and exercise price of shares of our common stock covered in each Award; (3) determine the terms, provisions and conditions of each Award; (4) accelerate the time at which any outstanding Award will vest; (5) prescribe, amend and rescind rules and regulations relating to administration of the 2016 LTIP; and (6) make all other determinations and take all other actions deemed necessary, appropriate or advisable for the proper administration of the 2016 LTIP.

        All determinations and decisions made by the Compensation Committee pursuant to the provisions of the Plan and all related orders and resolutions of the Compensation Committee will be final, conclusive and binding on all parties.

        With respect to each Award granted under the 2016 LTIP, we will enter into a written or electronic award agreement with the participant which describes the terms and conditions of the Award, including (1) the type of Award and when and how it may be exercised or earned, (2) any exercise price associated with the Award, (3) how the Award will or may be settled and (4) any other applicable terms and conditions affecting the Award.

Eligibility

        The Compensation Committee may select any (1) employees of the Company and its affiliates, (2) persons who have agreed to become employees of the Company and its affiliates and are expected to become such within three months of the date of the Award, (3) non-employee directors of the Company and (4) consultants who render services to the Company or its affiliates (other than the prohibited services described in the 2016 LTIP) to receive Awards under the 2016 LTIP. As of May 1, 2016, there were approximately 25,000 employees of the Company and its affiliates and nine non-employee directors of the Company. We are unable to reasonably estimate the number of third-party consultants who will be eligible to receive Awards under the 2016 LTIP.

Available Common Stock

        Subject to the adjustments discussed below, the aggregate number of shares of our common stock available for the grant of Awards under the 2016 LTIP will be 6,400,000. The shares of our common stock that may be delivered under the 2016 LTIP may consist of (1) treasury shares and (2) authorized and unissued shares of common stock.

        Upon the grant of an ISO, a NQSO or a SAR, we will reduce the number of shares of our common stock available for issuance under the 2016 LTIP by an amount equal to the number of shares of common stock subject to such Award. Upon the grant of an Award other than an ISO, a NQSO or a SAR (a "Full Value Award"), we will reduce the number of shares of our common stock available for issuance under the 2016 LTIP by an amount equal to the number of shares of common stock subject to such Award multiplied by 2.0. In the case of any SAR which is settled in shares of our common stock, the number of shares of common stock subject to the SAR will be counted against the aggregate number of shares of our common stock available for future Awards for every share of common stock subject to the SAR, regardless of the number of shares of common stock used to settle the SAR upon exercise.

        The following shares of our common stock may be awarded under the 2016 LTIP and do not count against the 6,400,000 share limit:

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shares of common stock allocable to the portion of an Award granted under the 2016 LTIP that terminates or expires, is forfeited or cancelled, for any reason, or is settled in cash in lieu of shares

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of common stock or in a manner such that all or some of the shares of Stock covered by the Award are not issued or are exchanged for Awards that do not involve shares of common stock;

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shares of common stock subject to outstanding awards under the 2004 LTIP as of the effective date of the 2016 LTIP that, on or after such effective date, cease to be subject to such awards other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in shares of Common stock; and



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shares of common stock granted through the assumption of, or in substitution for, outstanding awards granted by a company to individuals who become eligible participants in the 2016 LTIP as the result of a merger, consolidation, acquisition or similar corporate transaction involving such company and the Company or any of its affiliates.

        During any fiscal year of the Company, the Compensation Committee may not grant any employee:

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ISOs, NQSOs or SARs covering more than 500,000 shares of our common stock;



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Performance Stock Awards or Performance Unit Awards covering more than 300,000 shares of our common stock;



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Performance Stock Awards or Performance Unit Awards settled in cash that have a fair market value in excess of the fair market value of a share of common stock on the applicable payment or settlement date of the Award multiplied by 300,000; or



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Cash-Based Awards of more than $7 million.

        The maximum number of shares of common stock subject to Awards granted during a single fiscal year to any non-employee director, together with any cash fees paid to such non-employee director during the fiscal year, may not exceed $500,000 in total value (based on the grant date fair value of such Awards for financial reporting purposes).

        If and to the extent necessary or appropriate to reflect any stock dividend, extraordinary dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company or other similar transaction affecting our common stock, the Compensation Committee will adjust the number of shares of common stock available for issuance under the 2016 LTIP, any other limit applicable under the 2016 LTIP with respect to the number of Awards that may be granted thereunder, and the number, class and exercise price (if applicable) or base price (if applicable) of any outstanding Award, and/or make such substitution, revision or other provisions or take such other actions with respect to any outstanding Award or the holder or holders thereof, in each case as it determines to be equitable.

        On April 29, 2016, the closing price of our common stock on the NYSE was $17.42.

Types of Awards

        Options.     The Compensation Committee may grant Options at any time during the term of the 2016 LTIP in such number and upon such terms as it determines; provided, that to the extent that the aggregate fair market value (as defined in the 2016 LTIP) of shares of our common stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, such Options will be treated as NQSOs. The exercise price of any Option will at least equal the fair market value of the our common stock ( i.e., the closing price of the our common stock on the NYSE) on the date the Option is granted, and may be paid (1) in cash, (2) by tendering previously-acquired shares of our common stock, (3) by a cashless exercise or (4) through any other method approved by the Compensation Committee. The Compensation Committee will also determine the term of the option (which may not exceed ten years), the vesting terms and conditions and any other terms and conditions of the Option, all of which will be reflected in the related award agreement. The award agreement will specify whether the Option is intended to be an ISO or a NQSO. The Compensation Committee may grant all of the common stock

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available for issuance under the 2016 LTIP with respect to ISOs. However, the Compensation Committee may only grant ISOs to employees of the Company or its subsidiaries, and ISOs will be subject to certain additional restrictions, including without limitation compliance with the requirements of Section 422 of the Code.

        Stock Appreciation Rights.     The Compensation Committee may grant SARs at any time during the term of the 2016 LTIP in such number and upon such terms as it determines. The exercise price of any SAR will at least equal the fair market value of our common stock on the date the SAR is granted. The Compensation Committee will also determine the term of the SAR (which may not exceed ten years), the vesting terms and conditions and any other terms and conditions of the SAR, all of which will be reflected in the related award agreement. Upon exercise of a SAR, a participant will be entitled to receive a payment from the Company in an amount determined by multiplying the excess of the fair market value of a share of our common stock on the date of exercise over the grant price of the SAR by the number of shares of our common stock with respect to which the SAR is exercised. A SAR may be settled in our common stock, cash or a combination thereof, as determined by the Compensation Committee.

        Restricted Stock.     The Compensation Committee may grant shares of Restricted Stock at any time during the term of the 2016 LTIP in such number and upon such terms as it determines. The Compensation Committee will determine the terms, conditions and any vesting, transferability and forfeiture restrictions applicable to each Restricted Stock Award, all of which will be reflected in the related award agreement. During the period that the shares of Restricted Stock remain subject to forfeiture, (1) we may retain the certificates representing shares of Restricted Stock, (2) a participant may not sell or otherwise transfer the shares of Restricted Stock and (3) unless otherwise provided in the related award agreement, a participant will generally be entitled to exercise full voting rights and receive all dividends paid with respect to the shares of Restricted Stock (except that receipt of any dividends will be subject to the same terms, conditions and restrictions as apply to the shares of Restricted Stock).

        Deferred Stock Unit Awards.     The Compensation Committee may grant DSUs at any time during the term of the 2016 LTIP in such number and upon such terms as it determines. The value of any DSU will equal the fair market value of a share of our common stock. The Compensation Committee will determine the terms, conditions and any vesting, transferability and forfeiture restrictions applicable to each DSU Award, all of which will be reflected in the related award agreement. The award agreement for a DSU may also specify that the holder of the DSU Award will be entitled to the payment of dividend equivalents under the Award. Unless otherwise provided in the related award agreement, any dividend equivalents paid under a DSU Award will be subject to the same vesting, transferability and forfeiture restrictions as the Award with respect to which such dividend equivalents are to be paid. A DSU may be settled in our common stock, cash or a combination thereof, as determined by the Compensation Committee at such time as is specified in the applicable award agreement.

        Performance Awards.     The Compensation Committee may grant Cash-Based Awards, Performance Stock Awards and Performance Unit Awards at any time during the term of the 2016 LTIP in such number and upon such terms as it determines. The Compensation Committee will determine the terms, conditions and any vesting, transferability and forfeiture restrictions applicable to each Cash-Based Award, Performance Stock Award and Performance Unit Award, all of which will be reflected in the related award agreement. Such restrictions will be based upon the attainment of performance goals determined by the Compensation Committee. The Compensation Committee will base the performance goals on one or more of the following performance criteria enumerated in the 2016 LTIP:

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revenue, revenue growth, product revenue growth, revenue ratios and net revenue;



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net income or loss, operating income and pre-tax or after-tax income or loss (before or after allocation of corporate overhead and bonus);

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earnings, net earnings, earnings before interest, taxes, depreciation, and amortization, earnings before any one of, or combination of two or more of, interest, taxes, depreciation, amortization and/or any other financial adjustment to earnings reflected in the Company's audited financial statements that is allowed under generally accepted accounting principles, earnings per share and earnings per share growth;



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economic value and economic value added;



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gross profits, operating profits, net operating profit, net profits, profit return and profit before tax;



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gross margin, profit margins, cash margins and operating margin;



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year-end cash;



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cash return on capitalization;



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operating expense, operating expense as a percentage of revenue, improvement in or attainment of expense levels, expense reductions, cost reductions and cost ratios;



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gross sales, net sales, sales growth and comparable sales growth;



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stock price and comparisons with various stock market indices;



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return on equity, return on assets, return on net assets, return on capital, return on capital compared to cost of capital, cost of capital, assets under management, return on capital employed and return on invested capital;



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debt to capital ratio and debt reduction;



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shareholder equity;



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improvement in or attainment of working capital levels, including cash, inventory levels and accounts receivable levels;



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total shareholder return, shareholder return, shareholder value and growth in shareholder value relative to a pre-determined index;



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financial ratios (including those measuring liquidity, activity, profitability or leverage) and financial return ratio;



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cash flow, net cash flow, cash flow from operations, net cash provided by operating activities, free cash flow, cash flow per share (before or after dividends), cash flow return on investment, cash value added performance and net cash flow before financing activities;



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market share;



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proceeds from dispositions;



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project completion time and budget goals;



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financing and other capital raising transactions (including sales of the company's equity or debt securities);



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acquisitions and divestitures;



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operating efficiencies;



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total market value;



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credit rating;



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sales or licenses of the Company's and its affiliates' assets, including intellectual property, whether in a particular jurisdiction or territory or globally;

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customer growth, customer satisfaction, customer satisfaction rating, customer complaint frequency, incident resolution success ratio and problem resolution success ratio;



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strategic plan development and implementation and succession plan development and implementation; and



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improvements in productivity, employee satisfaction, employee turnover and recruiting and maintaining personnel.

        As determined by the Compensation Committee, the selected performance criteria may relate to the individual participant, the Company, one or more business units, subsidiaries, divisions, departments, regions, stores, segments, products or functions of the Company or its affiliates, or the Company as a whole, and may be measured on a per share, per capita, per unit, per square foot, per employee, per store, per customer or other objective basis, on a pre-tax or after-tax basis or on an absolute basis or in relative terms (including, but not limited to, the passage of time and/or against other companies, financial metrics and/or an index).

        With respect to holders who are not covered employees and who, in the Compensation Committee's judgment, are not likely to be covered employees at any time during the applicable performance period or during any period in which Cash-Based Award, Performance Stock Award or Performance Unit Award may be paid following a performance period, the performance objectives established for the performance period may consist of any objective or subjective corporate-wide or subsidiary, division, operating unit or individual measures, whether or not listed in the 2016 LTIP, and such performance objectives will be subject to such other special rules and conditions as the Compensation Committee may establish at any time.

        To the extent permitted by Section 162(m) of the Code, the Compensation Committee may provide that amounts relating to or arising from one or more of the following may be included or excluded from the performance goals on a non-discretionary basis: (1) unusual, infrequently occurring or non-recurring events affecting the Company and/or its affiliates; (2) changes in applicable tax laws; (3) changes in accounting principles; (4) changes related to restructured or discontinued operations; (5) restatement of prior financial results; and (6) any other unusual, infrequently occurring or non-recurring gain or loss including those described in the Financial Accounting Standards Board's authoritative guidance, footnotes to the Company's financial statements, in management's discussion and analysis of financial condition and results of operations appearing in the Company's reports on Form 10-K, 10-Q or 8-K for the applicable year and/or appearing in a press release reporting the Company's earnings for any fiscal period. Under the 2016 LTIP, the Compensation Committee has the authority to exercise negative discretion and reduce (but not increase with respect to holders of Awards who are Covered Employees or who, in the Compensation Committee's judgment, are likely to be Covered Employees) the amount of a Cash-Based Award, Performance Stock Award or Performance Unit Award actually paid to a participant.

        For each Cash-Based Award, Performance Stock Award or Performance Unit Award granted to a covered employee, the Compensation Committee will establish the applicable performance goals while the outcome of the applicable performance goals is substantially uncertain, but in any event prior to the earlier to occur of (1) 90 days after the commencement of the period of service to which the performance goal relates and (2) the lapse of 25 percent of the period of service. Each performance goal must be objective such that a third party having knowledge of the relevant facts could determine whether the goal is met.

        Subject to the terms and conditions of the 2016 LTIP, each holder of a Performance Stock Award will have all the rights of a shareholder with respect to the shares of our common stock issued to the holder pursuant to the Award during any period in which such issued shares of our common stock are subject to forfeiture and restrictions on transfer, including the right to vote such shares of stock; provided, however, that the holder shall not receive payment of dividends until and only to the extent that the performance goals applicable to such Award are satisfied. An award agreement for a Performance Unit Award may

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specify that the holder of such Award will be entitled to the payment of dividend equivalents under the Award; provided, however, that the holder will not receive payment of such dividend equivalents until and only to the extent that the performance goals applicable to such Award are satisfied. A Performance Unit Award may be settled in our common stock, cash or a combination thereof, as determined by the Compensation Committee.

        Other Stock-Based Awards.     The Compensation Committee may grant Other Stock-Based Awards at any time during the term of the 2016 LTIP in such number and upon such terms as it determines. The Compensation Committee will determine the terms, conditions and any vesting, transferability and forfeiture restrictions applicable to each Other Stock-Based Award, all of which will be reflected in the related award agreement. Other Stock-Based Awards may include Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States. Other Stock-Based Awards may be settled in our common stock, cash or a combination thereof, as determined by the Compensation Committee at such time as is specified in the applicable award agreement.

Termination of Employment or Service

        The Compensation Committee will determine the extent to which each Award granted under the 2016 LTIP will vest and the extent to which a participant will have the right to exercise and/or settle the Award in connection with a participant's termination of employment or service. Such provisions, which will be reflected in the related award agreement, need not be uniform among all Awards and may reflect distinctions based on the reasons for termination.

Change in Control

        If a Change in Control (as defined in the 2016 LTIP) occurs while unexercised or unvested Awards remain outstanding under the 2016 LTIP, then, except as otherwise provided in an Award agreement or other agreement between the holder of the Award and the Company, the Compensation Committee will effect one or more of the following alternatives (which may vary among Awards and among individual holders of Awards granted under the 2016 LTIP):

        (1)   accelerate the time at which some or all of the outstanding Awards may be exercised and specify the time at which all such Awards that remain unexercised will terminate;

        (2)   require (A) the mandatory surrender to the Company of some or all of the outstanding Awards as of a date before or after such Change in Control and (B) the payment by the Company of a cash amount per share to the holders of the Awards upon such surrender equal to the excess, if any, of the per share price offered to shareholders of the Company in connection with such Change in Control over the exercise prices applicable to such Awards;

        (3)   in accordance with the terms of the 2016 LTIP, provide for the assumption or substitution of some or all of the outstanding Awards by a party to the Change in Control transaction that is employing, or affiliated or associated with, the holder of the Awards in the same or a substantially similar manner as the Company prior to the Change in Control;

        (4)   adjust the number of shares and class or series of our common stock covered by an Award so that, when exercised, the Award will cover the number of shares and class or series of our common stock or other securities or property (including, without limitation, cash) the holder of the Award would have been entitled to in connection with the Change in Control if, immediately prior to the Change in Control, the holder of the Award had been the holder of record of the number of shares of our common stock then covered by the Award; or

        (5)   make such adjustments to outstanding Awards then outstanding as the Compensation Committee deems appropriate to reflect such Change in Control.

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        If the Compensation Committee chooses to effect one or more of the alternatives set forth in paragraphs (3), (4) or (5) above, it may accelerate the time at which some or all outstanding Awards may be exercised.

Transferability

        Except as otherwise provided in a related award agreement or in a domestic relations court order, (1) a participant may not transfer, sell, assign, pledge, hypothecate, encumber or otherwise dispose of an Award, except by will or the laws of descent and distribution and (2) during a participant's lifetime, only the participant or his or her guardian or legal representative may exercise an Award.

Forfeiture

        If a Forfeiture Determination (as defined in the 2016 LTIP) is made by the Compensation or a court of competent jurisdiction, as applicable, the Board of Directors may determine that some or all Awards granted to any participant (including vested Awards that have been exercised, vested Awards that have not been exercised, and Awards that have not yet vested) and some or all net proceeds realized with respect to any such Awards (including any dividends that have been paid with respect to shares of the common stock covered by the Award) will be forfeited to the Company on such terms as determined by the Board of Directors. The Compensation Committee may specify in an award agreement that the rights, payments and benefits of an Award granted under the 2016 LTIP will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award.

No Rights as a Shareholder

        Except as otherwise provided in the 2016 LTIP or in a related award agreement, a participant will not have any rights as a shareholder with respect to our common stock covered by an Award unless and until the participant becomes the record holder of such common stock.

Repricing

        The 2016 LTIP expressly prohibits the Board or Compensation Committee from amending the terms of an outstanding Award to (1) reduce the exercise price or grant price of an outstanding Option or SAR or (2) cancel an outstanding Option or SAR in exchange for a payment of cash or other property if the aggregate fair market value of such Option or SAR is less than the gross exercise price or grant price of such Option or SAR, in each case without shareholder approval.

Clawback

        If the Company is required to prepare an accounting restatement due to its material noncompliance with any financial reporting requirement under applicable securities laws, the current or former holder who was a current or former executive officer of the Company or an affiliate must forfeit and repay to the Company any compensation awarded under the 2016 LTIP to the extent specified in any clawback or similar policy that may be implemented by the Company from time to time, including such policies that may be implemented after the date an Award is granted, pursuant to the listing standards of any national securities exchange or association on which the Company's securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, or other agreement or arrangement with a holder.

Effective Date and Term

        The 2016 LTIP will become effective upon its approval by the shareholders and, unless earlier terminated, will continue indefinitely until terminated in accordance with its terms.

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Amendment or Termination

        The Board or Compensation Committee may amend or terminate the 2016 LTIP at any time, except that no amendment or termination may be made without shareholder approval if such approval is required by applicable law or stock exchange rules.

        The following is a brief summary of the general U.S. federal income tax consequences relating to participation in the 2016 LTIP. This summary is based on U.S. federal tax laws and Treasury Regulations in effect on the date of this proxy statement and does not purport to be a complete description of the U.S. federal income tax laws. In addition, this summary does not constitute tax advice or describe federal employment, state, local or foreign tax consequences. Each participant should consult with his or her tax advisor concerning the U.S. federal income tax and other tax consequences of participating in the 2016 LTIP.

Incentive Stock Options

        The Company intends for ISOs to qualify for special treatment available under Section 422 of the Code. A participant will not recognize taxable income when an ISO is granted, and we will not receive a deduction at that time. A participant will not recognize ordinary income upon the exercise of an ISO, provided that the participant was, without a break in service, an employee of the Company or a subsidiary during the period beginning on the grant date of the ISO and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the participant's employment is terminated due to disability).

        If the participant does not sell or otherwise dispose of the our common stock acquired upon the exercise of an ISO within two years from the grant date of the ISO or within one year after the participant receives the common stock, then, upon disposition of such common stock, any amount realized in excess of the exercise price will be taxed to the participant as a capital gain, and we will not be entitled to a corresponding deduction. The participant generally will recognize a capital loss to the extent that the amount realized is less than the exercise price.

        If the foregoing holding period requirements are not met, the participant generally will recognize ordinary income at the time of the disposition of the common stock in an amount equal to the lesser of: (1) the excess of the fair market value of the common stock on the date of exercise over the exercise price; or (2) the excess, if any, of the amount realized upon disposition of the common stock over the exercise price, and we will be entitled to a corresponding deduction. Any amount realized in excess of the value of the common stock on the date of exercise will be capital gain. If the amount realized is less than the exercise price, the participant generally will recognize a capital loss equal to the excess of the exercise price over the amount realized upon the disposition of the common stock.

        The rules that generally apply to ISOs do not apply when calculating any alternative minimum tax liability. The rules affecting the application of the alternative minimum tax are complex, and their effect depends on individual circumstances, including whether a participant has items of adjustment other than those derived from ISOs.

Nonqualified Stock Options

        A participant will not recognize any income when a NQSO is granted, and we will not receive a deduction at that time. However, when a NQSO is exercised, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of our common stock that the participant purchased on the date of exercise over the exercise price. If a participant uses our common stock or a combination of our common stock and cash to pay the exercise price of a NQSO, the participant will recognize ordinary

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income equal to the value of the excess of the number of shares of our common stock that the participant purchases over the number of shares of our common stock that the participant surrenders, less any cash the participant uses to pay the exercise price. When a NQSO is exercised, we will be entitled to a deduction equal to the ordinary income that the participant recognizes.

        If the amount a participant receives upon disposition of our common stock that the participant acquired by exercising a NQSO is greater than the sum of the aggregate exercise price that the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the common stock for more than one year after the participant acquired them by exercising the NQSO. Conversely, if the amount a participant receives upon disposition of the common stock that the participant acquired by exercising a NQSO is less than the sum of the aggregate exercise price the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the common stock for more than one year after the participant acquired them by exercising the NQSO.

Stock Appreciation Rights

        A participant will not recognize taxable income when a SAR is granted, and we will not receive a deduction at that time. When a SAR is exercised, a participant will recognize ordinary income equal to the excess of the cash and/or the fair market value of the common stock the participant receives over the aggregate exercise price of the SAR, if any, and we will be entitled to a corresponding deduction. If the amount a participant receives upon disposition of the common stock that the participant acquired by exercising a SAR is greater than the sum of the aggregate exercise price that the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the common stock for more than one year after the participant acquired them by exercising the SAR. Conversely, if the amount a participant receives upon disposition of the common stock that the participant acquired by exercising a SAR is less than the sum of the aggregate exercise price that the participant paid plus the amount of ordinary income recognized by the participant upon exercise, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the common stock for more than one year after the participant acquired them by exercising the SAR.

Restricted Stock

        Unless a participant makes an election under Section 83(b) of the Code (a "Section 83(b) Election"), the participant generally will not recognize taxable income when Restricted Stock is granted, and we will not receive a deduction at that time. Instead, a participant will recognize ordinary income when the Restricted Stock vests ( i.e. , when the underlying shares of common stock are freely transferable or not subject to a substantial risk of forfeiture) equal to the fair market value of the common stock that the participant receives when the terms, conditions and restrictions have been met, less any consideration paid for the Restricted Stock, and we generally will be entitled to a deduction equal to the income that the participant recognizes.

        If the amount a participant receives upon disposition of these shares of common stock is greater than the fair market value of the common stock when the Restricted Stock vested, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the common stock for more than one year after the Restricted Stock vested. Conversely, if the amount the participant receives upon disposition of these shares of common stock is less than the fair market value of the common stock when the Restricted Stock vested, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the common stock for more than one year after the Restricted Stock vested.

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        If a participant makes a Section 83(b) Election, the participant will recognize ordinary income on the grant date equal to the fair market value of the common stock subject to the Restricted Stock Award on the grant date, and we will be entitled to a deduction equal to the income that the participant recognizes at that time.

        However, the participant will not recognize income when (and if) the Restricted Stock vests. If a participant who has made a Section 83(b) Election earns the common stock subject to a Restricted Stock Award, any appreciation between the grant date and the date the participant disposes of the common stock will be treated as a long-term or short-term capital gain, depending on whether the participant held the common stock for more than one year after the grant date. Conversely, if the amount the participant receives upon disposition of the common stock is less than the fair market value of the common stock on the grant date, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the common stock for more than one year after the grant date. Also, if a participant forfeits his or her Restricted Stock, the participant cannot take a tax deduction in connection with the forfeiture of the Restricted Stock subject to a Section 83(b) Election.

Deferred Stock Unit Awards

        The grant of a DSU Award under the 2016 LTIP generally will not result in the recognition of any U.S. federal taxable income by the recipient or a deduction for the Company at the time of grant. At the time a DSU Award vests, the recipient will recognize ordinary income and the Company will be entitled to a corresponding deduction. Generally, the measure of the income and deduction will be the fair market value of our common stock at the time the DSU is settled.

Cash-Based Awards

        A participant will not recognize ordinary income at the time a Cash-Based Award is granted, and we will not be entitled to a deduction at that time. In general, a participant will recognize ordinary income when the Cash-Based Award is settled equal to the amount of the cash received, and we will be entitled to a corresponding deduction.

Performance Stock and Performance Unit Awards

        Performance Stock Awards granted under the 2016 LTIP generally have the same tax consequences as Restricted Stock Awards as discussed above (except that the compensation deduction limitation under Section 162(m) of the Code generally will not apply). A recipient of a Performance Unit Award under the 2016 LTIP generally will not realize U.S. federal taxable income at the time of grant of the Award, and the Company will not be entitled to a deduction at that time with respect to the Award. When the performance goals applicable to the Performance Unit Award are attained and amounts are due under the Award, the holder of the Award will be treated as receiving compensation taxable as ordinary income, and the Company will be entitled to a corresponding deduction.

Other Stock-Based Awards

        Generally, a participant will not recognize taxable income when an Other Stock-Based Award is granted, and we will not receive a deduction at that time. However, upon the settlement of an Other Stock-Based Award, the participant will recognize ordinary income equal to the cash and/or fair market value of the common stock that the participant receives, less the aggregate exercise price of the Other Stock-Based Award, if any. We generally will be entitled to a deduction equal to the income that the participant recognizes.

        If the participant receives common stock upon the settlement of an Other Stock-Based Award and the amount the participant receives upon disposition of the common stock acquired upon the settlement of the Other Stock-Based Award is greater than the fair market value of the shares of common stock when

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they were issued to the participant, the excess will be treated as a long-term or short-term capital gain, depending on whether the participant held the shares of common stock for more than one year after they were issued. Conversely, if the amount the participant receives upon disposition of the common stock is less than the value of the shares of common stock when they were issued, the difference will be treated as a long-term or short-term capital loss, depending on whether the participant held the shares of common stock for more than one year after they were issued.

Section 409A

        Section 409A of the Code imposes certain restrictions on amounts deferred under non-qualified deferred compensation plans and a 20% additional tax on amounts that are subject to, but do not comply with, Section 409A. Section 409A includes a broad definition of non-qualified deferred compensation plans, which includes certain types of equity incentive compensation. The Company intends for the Awards granted under the 2016 LTIP to comply with or be exempt from the requirements of Section 409A and the Treasury Regulations promulgated thereunder.

        All Awards granted under the 2016 LTIP will be at the discretion of the Compensation Committee and, in the case of Cash-Based Awards, Performance Stock Awards and Performance Unit Awards, dependent upon the Company's future performance. As a result, the specific number and terms of Awards that (1) will be granted to participants or (2) would have been granted to participants during the 2015 fiscal year had the 2016 LTIP been in place, are not determinable. Consistent with our annual compensation program for our non-employee directors, the Compensation Committee plans to grant at the Annual Meeting DSUs under the 2004 LTIP to each of our non-employee directors with a grant date fair market value equal to $125,000 regardless of whether our shareholders approve the 2016 LTIP at the Annual Meeting. See "Director Compensation" beginning on page 9 of this proxy statement for information regarding our non-employee director compensation program.

        For information regarding our common stock to be issued and available for issuance under our existing equity compensation plans, see the "Equity Compensation Plan Information" table appearing on page 32 of this proxy statement.

         THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE " FOR " ADOPTION OF THE TAILORED BRANDS, INC. 2016 LONG-TERM INCENTIVE PLAN.

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