“Required Equity” means the Board’s requirement that each Participant must elect at least 50% of the annual retainer in equity.

The Lead Director shall be entitled to an additional Equity Retainer equal to $17,500.

A Director may elect to defer up to 100% of his or her Equity Retainer.

The Chairman of the Board shall be entitled to an additional Equity Retainer equal to $50,000.

*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.

Equity. Subject to approval by the Board, you will receive stock options to purchase 50,000 shares of the Company’s Common Stock for a price per share equal to the fair market value of one share of the Common Stock on the date of the option grant as determined by the Board and pursuant and subject to the terms of the Company’s Option Agreement (which must be executed to receive the grant). The stock options will vest (become exercisable) as follows:

Equity. From time to time, subject to and upon the approval by the Board (or a committee thereof), the Company may grant to the Executive equity awards to purchase or receive shares of common stock of the Company (the “Equity Awards”). The Equity Awards will contain such terms and conditions as may be approved by the Board (or a committee thereof).

Equity. Except as provided in Section 3 below, nothing herein shall amend or supersede the Company’s 2018 Equity Incentive Plan, the Company’s 2011 Equity Incentive Plan and the Company’s 2002 Equity Incentive Plan, as restated and amended, or any grants of options or restricted stock provided to Employee, if any, thereunder (collectively, the “Equity Agreement”). Employee will be entitled to exercise only those stock options granted under the Equity Agreement that are vested as of the Separation Date (“Vested Options”) as detailed in the Equity Ownership Report attached hereto as [Exhibit A], and only in accordance with the terms and conditions of the applicable Equity Agreement. Any stock options that are unvested as of the Separation Date will revert to the Company on the Separation Date. Employee acknowledges and agrees that he/she does not now, and will not in the future, have rights to vest in any other stock options or equity under any stock option or other equity plan (of whatever name or kind) that Employee participated in, or was eligible to participate in, during his/her employment with the Company.