Retainer Grant. Each Non-Employee Director may elect to convert all of his or her cash compensation under Section 1 for the first calendar quarter that commences after the IPO Date and any subsequent calendar quarter into an RSU Award (each, a “Retainer Grant”) in accordance with this Section 2(a) (such election, a “Retainer Grant Election”). If a Non-Employee Director timely makes a Retainer Grant Election pursuant to Section 2(a)(ii), on the first business day following the applicable Retainer Accrual Date to which the Retainer Grant Election applies, and without any further action by the Board or Compensation Committee, such Non-Employee Director automatically will be granted an RSU Award covering a number of shares of Common Stock equal to # the aggregate amount of cash compensation otherwise payable to such Non-Employee Director under Section 1 on the Retainer Accrual Date to which the Retainer Grant Election applies divided by # the closing sales price per share of the Common Stock on the applicable Retainer Accrual Date (or, if such date is not a business day, on the first business day thereafter), rounded down to the nearest whole share. Each Retainer Grant will be fully vested on the applicable grant date.

Each director shall be entitled to a Cash Retainer equal to $80,000.

Eligible Compensation – means both the Cash Retainer and Equity Retainer. For the avoidance of doubt, Eligible Compensation earned in a Plan Year refers to the Cash Retainer and Equity Retainer earned in the four quarterly cycles beginning in the applicable Plan Year measured from the date of the annual shareholders meeting in the immediately prior Plan Year.

Each director shall receive (A) an annual cash retainer (a “Cash Retainer”) and (B) an annual equity retainer (an “Equity Retainer”) to be paid in the form of a grant of Restricted Stock Units (“RSUs”) each on the date of the Company’s Annual Meeting of Stockholders, as described further below and pursuant to the Company’s Performance Incentive Plan in effect on such date (the “Plan”).

2020 Explanatory Note: The Company desires to pay its non-employee directors the Equity Retainer in cash, in the amounts set forth below, pursuant to the terms of this Non-Employee Director Compensation Plan. The Cash Retainer and the Equity Retainer shall be paid in two installments with one-half of each of the Cash Retainer and the Equity Retainer to be paid on each of (1) the date of the Company’s 2020 Annual Meeting of Stockholders, or, if postponed to a later date or cancelled, May 21, 2020 and (2) November 20, 2020. The terms of this Plan shall otherwise remain unchanged.

Equity Retainer – means the amount of annual retainer payable in Common Stock for service on the Board, including any annual retainer payable for service as a chair or member of any Board committee.

Base Annual Retainer. Each year, subject to Section 3, Section 4 and Section 5, each Non-Employee Director will be paid an annual retainer of $250,000 (as may be adjusted pursuant to Section 3, the “Base Annual Retainer”). The Base Annual Retainer will be paid 20% in cash and 80% in ZSUs. Subject to Section 4 and Section 5, the ZSU portion of the Base Annual Retainer will be granted on the date that such Non-Employee Director is elected or appointed to the Board (the “Base Annual Retainer Vesting Start Date”). The number of ZSUs granted will be calculated using the Fair Market Value (as defined in the Plan) of the Class A common stock of the Company as of the Base Annual Retainer Vesting Start Date, rounded down to the nearest whole ZSU. Subject to Section 3, the ZSU portion of the Base Annual Retainer will vest as follows: 25% of the granted ZSUs will vest every three months from the Base Annual Retainer Vesting Start Date, with the remainder vesting upon the earlier of # the one-year anniversary of the date of the most recent regular annual meeting of the Company’s stockholders (the “Annual Meeting”) or # the date of the next Annual Meeting, subject to the applicable Non-Employee Director’s Continuous Service through each vesting date. The cash portion of the Base Annual Retainer will be paid on a quarterly basis in accordance with the vesting schedule of the ZSU portion of the Base Annual Retainer and shall also be subject to the applicable Non-Employee Director’s Continuous Service through each vesting date.

*At least 50% of Retainer must be selected in equity (in the form of DXLG Stock and/or DXLG Deferred Stock or any combination thereof) (the minimum is “Required Equity”).

Generally. Prior to the first day of each calendar year beginning on or after January 1, 2020, each Director may elect to defer payment of 100% of the Director’s Retainer Fees to be earned in such calendar year, that will be credited to the Participant’s Account. The election may also designate whether the Director’s Retainer Fees will be deferred into the Cash Sub-Account or the Equity Sub-Account. If such a choice is provided and a Director elects to defer his or her Director Retainer Fees into the Equity Sub-Account, the amount of such equity deferral shall be capped at the maximum annual individual share limit set forth in the Stock Plan, if any, and any Director Retainer Fees in excess of such cap automatically shall be deferred into the Cash Sub-Account. To be effective, such election must be completed and delivered to the Company prior to the first day of the calendar year in which the services relating to the Retainer Fees are performed. Any election made under this Section shall become irrevocable as of December 31 of the year prior to the year in which the services relating to the Retainer Fees are performed.

Equity. Notwithstanding the terms of any stock option agreement, restricted stock agreement or other stock award (“Equity Awards”), other than Equity Award terms more favorable to the Covered Employee, the portion of any unvested Equity Awards held by the Covered Employee on the Date of Termination (other than Equity Awards that vest on the basis of performance and do not provide solely for time-based vesting) which would have vested if the Covered Employee had remained employed by the Company or Applicable Subsidiary during the applicable Severance Period shall immediately vest upon the Release Effective Date.