CMO Employment Agreement

Exhibit 10.27


EMPLOYMENT AGREEMENT


This Employment Agreement (" Agreement" ) is made as of March 9, 2005 between CASUAL MALE RETAIL GROUP, INC., a Delaware corporation with an office at 555 Turnpike Street, Canton, Massachusetts, 02021 (the " Company" ), and Ronald Ramseyer (the " Executive" ) having an address at 42 Sunset Road, Duxbury, MA 02332.

WITNESSETH:

WHEREAS, the Company desires that Executive serve as Executive Vice President, Chief Marketing Officer of the Company, and Executive desires to be so employed by the Company.

WHEREAS, Executive and the Company desire to set forth in writing the terms and conditions of the Executive' s employment with the Company from the date hereof.


NOW, THEREFORE, in consideration of the premises and the mutual promises, representations and covenants herein contained, the parties hereto agree as follows:

1. EMPLOYMENT

The Company hereby employs Executive and Executive hereby accepts such employment, subject to the terms and conditions herein set forth. Executive shall hold the office of Executive Vice President, Chief Marketing Officer of the Company.

2. TERM


The term of employment under this Agreement shall begin on March 9, 2005 (the " Employment Date" ) and shall continue for a period of two (2) years from that date (the " Term" ), subject to prior termination in accordance with the terms hereof.

3. COMPENSATION

(a) As compensation for the employment services to be rendered by Executive hereunder, the Company agrees to pay to Executive, and Executive agrees to accept, payable in equal installments in accordance with Company practice, an annual base salary of three hundred thousand dollars ($300,000.00).

(b) In addition to the annual base salary, Executive is eligible to participate in the Company' s annual bonus plan (Bonus) effective March 9, 2005 (FYE 2006). Such Bonus shall be determined in accordance with the Company' s bonus program in effect at the time. Executive will participate in the Company' s bonus program at a bonus incentive rate of 40% (at target, 60% max) of Executive' s actual annual base earnings.

4. OPTIONS

The Company shall grant to the Executive fifty thousand (50,000) options under the Company' s 1992 Stock Incentive Plan, which are exercisable at a purchase price per share equal to the closing price of the Common Stock on the Employment Date (the " Grant Date" ). The options will vest pro rata over a three (3) year period commencing on the first anniversary of the Grant Date, with one third of the total vesting becoming exercisable on each of the first, second and third anniversaries of the Grant Date, subject to the terms of the Stock Option Agreement, which the Executive must execute in connection with the grant of the options.

5. EXPENSES

The Company shall pay or reimburse Executive, in accordance with the Company' s policies and procedures and upon presentment of suitable vouchers, for all reasonable business and travel expenses, which may be incurred or paid by Executive in connection with his employment hereunder. Executive shall comply with such restrictions and shall keep such records as the Company may reasonably deem necessary to meet the requirements of the Internal Revenue Code of 1986, as amended from time to time, and regulations promulgated thereunder.

6. OTHER BENEFITS

(a) Executive shall be entitled to such vacations and to participate in and receive any other benefits customarily provided by the Company to its senior management (including any profit sharing, pension, 401 (k), short and long-term disability insurance, medical and dental insurance and group life insurance plans in accordance with the terms of such plans), all as determined from time to time by the Compensation Committee of the Board of Directors.


(b) The Company will, during the term of Executive' s employment hereunder, provide Executive with an automobile allowance in the total amount of seven thousand two hundred dollars ($7,200.00) annually, in equal bi-weekly payments in accordance with the company' s normal payroll practices. Executive shall pay and be responsible for all insurance, repairs and maintenance costs associated with operating the automobile. Executive is responsible for his gasoline, unless the gasoline expense is reimbursable under the Company' s policies and procedures.

(c) Executive will be eligible to participate in the Company' s annual performance appraisal process on or about March of 2006. Salary adjustment will be made based upon Executive' s job performance.


2 7. DUTIES

(a) Executive shall perform such duties and functions consistent with his position as Executive Vice President, Chief Marketing Officer, and/or as the Board of Directors of the Company shall from time to time determine and Executive shall comply in the performance of his duties with the policies of, and be subject to the direction of, the Board of Directors.

(b) At the request of President or the Board of Directors, Executive shall serve, without further compensation, as an executive officer, corporate officer and/or director of any subsidiary or affiliate of the Company and, in the performance of such duties, Executive shall comply with the directives and policies of the Board of Directors of each such subsidiary or affiliate.


(c) During the Term of this Agreement, Executive shall devote substantially all of his time and attention, vacation time and absences for sickness excepted, to the business of the Company, as necessary to fulfill his duties. Executive shall perform the duties assigned to him with fidelity and to the best of his ability. Notwithstanding anything herein to the contrary, and subject to the foregoing, Executive may engage in other activities so long as such activities do not unreasonably interfere with Executive' s performance of his duties hereunder and do not violate Section 10 hereof.

(d) The principal location at which the Executive shall perform his duties hereunder shall be at the Company' s offices in Canton, Massachusetts or at such other location as may be designated from time to time by the Board of Directors of the Company. Notwithstanding the foregoing, Executive shall perform such services at such other locations as may be required for the proper performance of his duties hereunder, and Executive recognizes that such duties may involve travel.

8. TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION

(a) Executive' s employment hereunder may be terminated by the Company at any time:

(i) upon the determination by the President or the Board of Directors that Executive' s performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) upon thirty (30) days' prior written notice to Executive; or


(ii) upon the determination by the President or the Board of Directors that there is justifiable cause (as hereinafter defined) for such termination.

(b) Executive' s employment shall terminate upon:


3

(i) the death of Executive; or

(ii) the " total disability" of Executive (as hereinafter defined in Subsection


(c) herein) pursuant to Subsection (h) hereof.


(c) For the purposes of this Agreement, the term " total disability" shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive' s job, even with reasonable accommodation, as reasonably determined by the Board of Directors of the Company, (after examination of Executive by an independent physician reasonably acceptable to Executive), which determination shall be final and binding.


(d) For the purposes hereof, the term " justifiable cause" shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive, Executive' s conviction (which, through lapse of time or otherwise, is not subject to appeal) of any crime or offense involving money or other property of the Company or its subsidiaries or affiliates or which constitutes a felony in the jurisdiction involved; Executive' s performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which unreasonably interferes with the p ...