DLTH Duluth Holdings Inc

Exhibit 10.1

Heena Agrawal

Offer Portfolio

TAKE ON LIFE WITH YOUR OWN TWO HANDS

Updated

01/16/2024

Dear Heena,

It is my pleasure to extend the following offer of employment to you on behalf of Duluth Trading Company, contingent upon approval of our Compensation Committee and Board of Directors. If accepted by you and approved by our Compensation Committee and Board of Directors, this letter will highlight some of the details of your employment. If you agree with the terms of this offer, please acknowledge your acceptance via email by end of business on 01/17/2024 and subsequently by signing and returning a copy of this letter to me. I will then seek approval of your employment with us from our Compensation Committee and Board of Directors.

Position Title: Senior Vice President and Chief Financial Officer

Start Date: 02/12/2024

Reporting Relationship: Sam Sato, President and Chief Executive Officer

Base Salary: Your annual base salary will be $470,000 which is paid bi-weekly and is subject to deductions for taxes and other withholdings that are required by law. Your salary will be reviewed annually starting April 2025.

Bonus: You will be eligible to participate in the Company’s bonus plan for executive-level employees as then in effect. For fiscal 2024, your bonus target is at 65% of your base salary and is contingent upon us meeting certain financial thresholds that are established annually. The maximum bonus award will be 130% of your base salary. Bonus payout is in March or April the following year, and your payout will be prorated for fiscal 2024 based on your start date.

Inducement Stock Award: As an inducement to your employment with us, you will receive an initial restricted stock grant with a grant date fair value of $470,000 with the number of Class B shares to be determined based on the closing market price on the date of the stock grant, which will be your first date of employment. One half of the number of shares subject to the grant will vest in full on the date of grant (the “First Tranche Shares”); provided however, that if you voluntarily terminate employment, or are terminated for cause

provided, further, that to the extent you have received any consideration in respect of any First Tranche Shares subject to forfeiture and cancellation prior to the date on which such First Transfer Shares are required to be forfeited and canceled, you shall pay in immediately available funds on such date any and all amounts previously received for such First Tranche Shares.

One half of the number of shares subject to the grant will vest in full on the third anniversary of the date of grant, provided that you have been continuously employed through the vesting date.

Long Term Incentive: Beginning in fiscal year 2025, in March or April of each year, you will be eligible for an annual grant of restricted stock, subject to Compensation Committee approval and company performance. Your target grant will have a grant date fair value equal to 50% of your base salary. The grant will vest 25% each year on a 4-year schedule, provided you are still employed on each vesting date. For avoidance of doubt, in light of the inducement grant of restricted stock, you will not be entitled to receive an LTI annual grant of restricted stock in fiscal year 2024.

Benefits: You will be eligible to participate in the Company’s health, dental, life, disability, 401(K), and flex spending plans. You are also eligible for the BeniComp Select Executive Medical Reimbursement Plan for you and your eligible dependents up to $15,000 per year. A summary of these plans is attached.

Severance Benefits: As a member of the Executive team, you will be a participant in the Executive General Severance Plan and the Executive Change in Control Severance Plan. A summary of these plans is attached.

Time Off: Eligible employees are free to take leave when they require it, for vacation time, personal days, and sick leave, including, but not limited to, time off required under applicable local and state sick leave laws, subject to the limitations described in the Unlimited Time Off Policy for Exempt Employees.

Employee Purchase Program: The employee purchase program provides you with a 40% discount for personal use, including gift giving and can be redeemed online or at any one of our retail locations.

Relocation: This offer is being made with the understanding and expectation that you will relocate to the greater Madison, WI, area within 6 months from the first date of your employment with us. To facilitate your relocation, you will receive a lump sum in the amount of $31,365, subject to normal payroll tax and income tax withholdings, payable to you within ten (10) business days of the start of your employment (the “Relocation Payment”).

Of the Relocation Payment, $20,500 will be allocated to cover various benefits outside the home sale program and household goods shipment. These include final move expenses, return trips, meals for all travel, and other miscellaneous expenses(e.g., automobile registrations, utility hook-ups, pet kenneling, tips to movers, etc.). The remaining $10,865 of the Relocation Payment is designated for tax assistance related to these payments.

In addition, Duluth Trading will be responsible, through administration from NEI, for the following relocation expenses (collectively, the “Relocation Expenses”).

The Relocation Payment and Relocation Expenses will be subject to the terms of the Relocation Repayment Agreement attached hereto.

NEI is able to answer any relocation-related questions you or your family may have along the way. Your relocation Account Executive at NEI may be reached at (800) 533-7353. Before listing your home for sale or purchasing a new home, you are asked to contact your NEI Account Executive to discuss the appropriate procedures to follow and the benefits for which you qualify. Using NEI-selected vendors for the various aspects of your move will help make your relocation as smooth as possible and result in cost savings for Duluth Trading Company.

This offer is contingent upon your passing a background check, reference check and signing a confidentiality and business ideas agreement. Your employment with Duluth Trading Company is at-will and either party can terminate the relationship at any time with or without cause and with or without notice.

Consistent with Duluth’s policy, we will commence a background check as a condition of employment. If our third-party vendor is unable to complete your background check due to office closures and/or the temporary inability to gather all relevant background information, we will wait an additional five (5) business days to see if we receive a complete background check. If we do not receive a complete report, we would like to move forward with your onboarding; however, we reserve the right to end your employment based on the result of the background check when it is completed.

I trust this letter confirms your understanding of the major items related to our offer of employment. If not, please contact me to resolve any outstanding items.

We look forward to you being a part of our growing company and anticipate wonderful contributions from you in your new role.

Sincerely,

Sam Sato

President and CEO

Duluth Holdings Inc.

RELOCATION REPAYMENT AGREEMENT

In the event that the employee voluntarily resigns his/her position or he/she is terminated for Cause (defined below) within three (3) years of the effective date of hire or transfer, the employee will be required to repay all relocation expenses and payments paid by the Company to the employee or to third parties on the employee’s behalf through the date of termination (the “Relocation Payment”). This obligation to repay relocation expenses will be forgiven ratably over the thirty-six (36) consecutive calendar months from the effective date of hire or transfer, per the following table.

The term “Cause” means the breach by the employee of any agreement, policy or obligation owed by the employee to the Company, the employee’s insubordination, the employee’s commission of negligence or misconduct in the performance of employee’s duties for the Company, or the commission of a crime the circumstances of which substantially relate to your employment duties with the Company.

The employee agrees that if he or she is required to repay the Relocation Payment at termination that Duluth Trading Company may withhold the maximum amount permitted by law from any final compensation (wages, vacation benefits, commissions, bonuses, reimbursable business expenses, or any other compensation) due to the employee. The employee further agrees to authorize Duluth Trading Company in writing to make such deduction if the Company is required to do so by applicable law. If a balance remains after withholding of funds, the employee will be required to repay the remaining funds within thirty (30) days of termination of employment.

I acknowledge that if I do not repay the Company within 30 days, the Company may choose to send the matter to their collection partner, Commercial Services Group, Inc. Further, I understand and agree that sending the matter to collections may result in credit reporting of the debt owed.

Exhibit 99.1

Duluth Holdings Inc. Announces Appointment of Heena Agrawal

as Chief Financial Officer

MOUNT HOREB, WI – January 23, 2024 – Duluth Holdings Inc. (dba, Duluth Trading Company) (“Duluth Trading” or the “Company”) (NASDAQ: DLTH), a lifestyle brand of men’s and women’s workwear, casual wear, outdoor apparel and accessories, today announced the appointment of Heena Agrawal as Senior Vice President and Chief Financial Officer, effective February 12, 2024.

Ms. Agrawal is a proven executive with over 20 years of finance and leadership experience. She is a business-oriented finance leader with diverse, versatile skills and a track record of driving superior results for a wide variety of companies across multiple industries including Procter & Gamble, Walgreens, Underwriters Lab, and Kontoor Brands. Ms. Agrawal’s business acumen spans growing businesses organically, delivering acquisition synergies, and growing profitably by way of driving pricing and productivity efficiencies. She has successfully drawn on her communication and interpersonal strengths to build and lead global teams while partnering cross-functionally at all levels. Ms. Agrawal has engaged on a regular basis with executive teams and boards, as well as investor relations liaisons and vendor partners. She has also been an invited speaker and thought leader for finance forums.

After earning her CPA, CFA and MBA from Kelley School of Business at Indiana University, Ms. Agrawal spent the first ten years of her finance career at Procter & Gamble profitably growing billion dollar brands like Crest, leading the integration of Oral-B, leading Oral Care Supply Chain Finance, creating new male personal care category expansion strategies for Gillette & Old Spice, and developing growth models for NA Swiffer & Mr. Clean.

Ms. Agrawal’s most recent professional experience spans the following:

Management Commentary

President and CEO Sam Sato commented, “We are thrilled to have attracted such a seasoned executive to fill the important Chief Financial Officer position at such a pivotal time for Duluth Trading. Heena’s extensive experience and strong finance and leadership acumen will play a crucial role in the development of Duluth’s long-range plans as we remain steadfast on executing the pillars of our Big Dam Blueprint.”

“It is an honor to be joining the Duluth executive team and I look forward to partnering with Sam and the entire leadership team as Duluth further pursues its growth initiatives. Duluth Trading is uniquely positioned to expand their reach and I am excited to leverage my extensive experience and business acumen to drive the company’s next phase of growth profitably,” said Heena Agrawal.

About Duluth Trading

Duluth Trading is a lifestyle brand for the Modern, Self-Reliant American. Based in Mount Horeb, Wisconsin, we offer high quality, solution-based casual wear, workwear and accessories for men and women who lead a hands-on lifestyle and who value a job well-done. We provide our customers an engaging and entertaining experience. Our marketing incorporates humor and storytelling that conveys the uniqueness of our products in a distinctive, fun way, and are available through our content-rich website, catalogs, and “store like no other” retail locations. We are committed to outstanding customer service backed by our “No Bull Guarantee”—if it’s not right, we’ll fix it. Visit our website at http://www.duluthtrading.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are not historical facts, and are based upon Duluth Trading’s current expectations, beliefs, estimates, and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond Duluth Trading’s control. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements. Forward-looking statements speak only as of the date the statements are made. Duluth Trading assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws.

Investor Contacts:

Tom Filandro

ICR, Inc.

(646) 277-1200

DuluthIR@icrinc.com