**Exhibit 10.46**

**PERRY ELLIS INTERNATIONAL, INC.**

**PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT**

1. Award of Restricted Stock. The Committee hereby grants, as of *[date]* (the “**Date of Grant**”), to [***recipient’sname***] (“Recipient”),                                 restricted shares of the Company’s Common Stock, par value $0.01 per share (collectively the “**Restricted Stock**”). The Restricted Stock is being issued pursuant to the Company’s 2005 Long-Term Incentive Compensation Plan(the “Plan”), which is incorporated herein for all purposes. The Restricted Stock shall be subject to the terms, provisions and restrictions set forth in this Agreement and in the Plan. As a condition to entering into this Agreement, andas a condition to the issuance of any Shares (or any other securities of the Company), the Recipient agrees to be bound by all of the terms and conditions herein and in the Plan. Unless otherwise provided herein, terms used herein that are definedin the Plan and not defined herein shall have the meanings attributable thereto in the Plan. 

2. Vesting of Restricted Stock. 

(a) Time-Vesting of Restricted Stock. All of the Restricted Stock shall be subject to time-vesting. Except as otherwise provided in thisSection 2, the Shares of Restricted Stock shall become vested in the following amounts, at the following times and upon the following conditions, provided that the Continuous Service of the Recipient continues through and on the applicableTime-Vesting Date: 

 

Other than in accordance with this Section 2, there shall be no proportionate or partialvesting of Shares of Restricted Stock in or during the months, days or periods prior to the Time-Vesting Date and all vesting of Shares of Restricted Stock shall occur only on the Time-Vesting Date. 

(b) Performance-Vesting of Restricted Stock. In addition to the time-vesting provision contained in Section 2(a) above, all of the Shares of Restricted Stockshall be subject to performance-vesting. Other than in accordance with this Section 2, the Shares of Restricted Stock shall vest on the Time-Vesting Date if and only if *[performance vesting criteria]* (the “Performance Goal”).For the avoidance of doubt, if the Performance Goal is not achieved prior to *[time vesting date],* and all of the Shares of Restricted Stock have not already fully vested in accordance with Sections 2(c), 2(d), or 2(e) below, then all of theShares of Restricted Stock subject to this Agreement shall be immediately forfeited as of *[time vesting date]* and shall revert back to the Company without any payment to the Recipient. 

(c) Change in Control. In the event that a Change in Control of the Company occurs during the Recipient’s Continuous Service, the Shares ofRestricted Stock subject to this Agreement shall become immediately and fully vested as of the date of the Change in 

Control, and shall be delivered, subject to any requirements under this Agreement, to the Recipient on the date of the Change in Control. For the avoidanceof doubt, if a Change in Control of the Company occurs during the Recipient’s Continuous Service prior to *[time vesting date]*, then the Performance Goal requirement is immediately and irrevocably waived. 

(d) Committee Discretion to Accelerate Vesting. Notwithstanding any other term or provision of this Agreement, the Board or the Committee shall beauthorized, in its sole discretion, based upon its review and evaluation of the performance of the Recipient and of the Company, to accelerate the vesting of any Shares of Restricted Stock under this Agreement, at such times and upon such terms andconditions as the Board or the Committee shall deem advisable, provided that such action does not result in the loss of a tax deduction of the compensation attributable to the vesting of the Shares of Restricted Stock under Section 162(m) ofthe Internal Revenue Code of 1986, as amended (the “**Code**”). 

(e) Termination of Recipient’s Employment due toDeath or Disability. In the event that the Recipient’s Continuous Service terminates prior to the Time-Vesting Date in connection with (i) the Recipient’s death or (ii) the Recipient’s Disability, [*then a pro ratanumber*] *[or (as such term is defined in the Recipient’s employment agreement dated February 8, 2008 (the “Recipient’s Employment Agreement”)), then all]* of Shares of Restricted Stock subject to this Agreementshall immediately and fully vested as of the date of such death or termination of employment, as the case may be, and shall be delivered, subject to any requirements under this Agreement, to (x) the Recipient or (y) the beneficiary orbeneficiaries designated by the Recipient, or if the Recipient has not so designated any beneficiary(ies), or no designated beneficiary survives the Recipient, such Shares shall be delivered to the personal representative of the Recipient’sestate, as the case may be. [*The pro rata number of Shares of Restricted Stock that shall time under this Section 2(e) shall be equal to (x) [insert number of shares granted under this Agreement] multiplied by (y) a fraction, thenumerator of which shall be equal to the number of full and partial months following the Date of Grant during which the Recipient was employed by the Company and the denominator of which shall be [insert time vesting period in months].*] For theavoidance of doubt, if the Recipient’s Continuous Service terminates in connection with his death or Disability, then the Performance Goal requirement is immediately and irrevocably waived. 

(f) Termination of Recipient’s Employment *[ due to] [or Other Than]*a Termination *[for Cause or*] without *[Good Reason] [orCause, or due to Death or Disability]*. In the event that the Recipient’s Continuous Service terminates prior to the Time-Vesting Date due to a termination of the Recipient’s employment *[other than a termination of theRecipient’s employment by the Company without Cause or due to the Recipient’s death or Disability] [or (i) by the Company for Cause (as such term is defined in the Recipient’s Employment Agreement) or (ii) by the Recipientwithout Good Reason (as such term is defined in the Recipient’s Employment Agreement)*], then all of the Shares of Restricted Stock subject to this Agreement shall be immediately forfeited upon such termination of Continuous Service andrevert back to the Company without any payment to the Recipient. The Committee shall have the power and authority to enforce on behalf of the Company any rights of the Company under this Agreement in the event of the Recipient’s forfeiture ofShares pursuant to this Section 2(f). 

 

- 2 - 

(g) Termination of Recipient’s Employment due to a Termination without Cause [*for Good Reasonprior to [vesting date]]*. In the event that the Recipient’s Continuous Service terminates *[prior to vesting date]*due to a termination of the Recipient’s employment by the Company without Cause *[or by the Recipient forGood Reason]*, then [a pro rata number of Shares] *[or all]* of Restricted Stock subject to this Agreement shall immediately time-vest as of the date of such termination of employment, but shall only fully vest upon the achievement of thePerformance Goal prior to *[vesting date]*, and shall be delivered, subject to any requirements under this Agreement, to the Recipient within 10 days following the date the Performance Goal has been achieved. *[The pro rata number of Sharesof Restricted Stock that shall time-vest under this Section 2(g) shall be equal to (x) [insert number of shares granted under this Agreement] multiplied by (y) a fraction, the numerator of which shall be equal to the number of fulland partial months following the Date of Grant during which the Recipient was employed by the Company and the denominator of which shall be [insert time vesting period in months ].]* For the avoidance of doubt, if the Performance Goal is notachieved prior to *[vesting date]*, then all of the Shares of Restricted Stock subject to this Agreement shall be immediately forfeited as of *[vesting date]* and shall revert back to the Company without any payment to the Recipient.

*[(h) Termination of Recipient’s Employment due to a Termination without Cause or for Good Reason on or after [vestingperiod]. In the event that the Recipient’s Continuous Service terminates on or after [vesting period] due to a termination of the Recipient’s employment by the Company without Cause or (ii) by the Recipient for Good Reason, andprovided that the Performance Goal has been achieved, then all of the Shares of Restricted Stock subject to this Agreement shall immediately and fully vest as of the date of such termination of employment and shall be delivered, subject to anyrequirements under this Agreement, to the Recipient within 10 days of the date of such termination.]*

 
3.Delivery of Restricted Stock. 
(a) One or morestock certificates evidencing the Shares of Restricted Stock shall be issued in the name of the Recipient but shall be held and retained by the Records Administrator of the Company until the date (the “**Applicable Date**”) on which theShares (or a portion thereof) subject to this Restricted Stock award become fully vested Shares pursuant to Section 2 above. All such stock certificates shall bear the following legends, along with such other legends that the Board or theCommittee shall deem necessary and appropriate or which are otherwise required or indicated pursuant to any applicable stockholders agreement: 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO SUBSTANTIAL VESTING AND OTHER RESTRICTIONS AS SET FORTH IN THE RESTRICTED STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THE SHARES, A COPY OF WHICH MAY BE OBTAINED ATTHE PRINCIPAL OFFICE OF THE ISSUER. SUCH RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES, AND INCLUDE VESTING CONDITIONS WHICH MAY RESULT IN THE COMPLETE FORFEITURE OF THE SHARES. 

 

- 3 - 

(b) The Recipient shall deposit with the Company stock powers or other instruments of transfer orassignment, duly endorsed in blank with signature(s) guaranteed, corresponding to each certificate representing Shares of Restricted Stock until such Shares become fully vested Shares. If the Recipient shall fail to provide the Company with any suchstock power or other instrument of transfer or assignment, the Recipient hereby irrevocably appoints the Secretary of the Company as his attorney-in-fact, with full power of appointment and substitution, to execute and deliver any such power orother instrument which may be necessary to effectuate the transfer of the Restricted Stock (or assignment of distributions thereon) on the books and records of the Company. 

(c) On or after each Applicable Date, upon written request to the Company by the Recipient, the Company shall promptly cause a new certificate orcertificates to be issued for and with respect to all Shares that become fully vested Shares on that Applicable Date, which certificate(s) shall be delivered to the Recipient as soon as administratively practicable after the date of receipt by theCompany of the Recipient’s written request. The new certificate or certificates shall continue to bear those legends and endorsements that the Company shall deem necessary or appropriate (including those relating to restrictions ontransferability and/or obligations and restrictions under the Securities Laws). 

4. Rights with Respect to Restricted Stock. 

(a) Except as otherwise provided in this Agreement, the Recipient shall have, with respect to all of the Shares of Restricted Stock all of the rights of aholder of shares of common stock of the Company, including without limitation (i) the right to vote such Restricted Stock, (ii) the right to receive dividends, if any, as may be declared on the Restricted Stock from time to time, and(iii) the rights available to all holders of shares of common stock of the Company upon any merger, consolidation, reorganization, liquidation or dissolution, stock split-up, stock dividend or recapitalization undertaken by the Company;provided, however, that all of such rights shall be subject to the terms, provisions, conditions and restrictions set forth in this Agreement (including without limitation conditions under which all such rights shall be forfeited). AnyShares issued to the Recipient as a dividend with respect to shares of Restricted Stock shall have the same status and bear the same legend as the Shares of Restricted Stock and shall be held by the Company, if the Shares of Restricted Stock thatsuch dividend is attributed to is being so held, unless otherwise determined by the Committee. In addition, notwithstanding any provision to the contrary herein, any cash dividends declared with respect to Shares of Restricted Stock subject to thisAgreement shall be held in escrow by the Committee until such time as the Shares of Restricted Stock that such cash dividends are attributed to shall become fully vested Shares, and in the event that such Shares of Restricted Stock are subsequentlyforfeited, the cash dividends attributable to such portion shall be forfeited as well. 

(b) If at any time while this Agreement is ineffect (or Shares granted hereunder shall be or remain unvested while Recipient’s Continuous Service continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstandingShares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such Shares, then and in that event, the Board or the Committee shall make 

 

- 4 - 

any adjustments it deems fair and appropriate, in view of such change, in the number of Shares of Restricted Stock then subject to this Agreement. If anysuch adjustment shall result in a fractional share, such fraction shall be disregarded. 

(c) Notwithstanding any term or provision of thisAgreement to the contrary, the existence of this Agreement, or of any outstanding Restricted Stock awarded hereunder, shall not affect in any manner the right, power or authority of the Company to make, authorize or consummate: (i) any or alladjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; (ii) any merger, consolidation or similar transaction by or of the Company; (iii) any offer, issue or sale by theCompany of any capital stock of the Company, including any equity or debt securities, or preferred or preference stock that would rank prior to or on parity with the Restricted Stock and/or that would include, have or possess other rights, benefitsand/or preferences superior to those that the Restricted Stock includes, has or possesses, or any warrants, options or rights with respect to any of the foregoing; (iv) the dissolution or liquidation of the Company; (v) any sale, transferor assignment of all or any part of the stock, assets or business of the Company; or (vi) any other corporate transaction, act or proceeding (whether of a similar character or otherwise). 

5. Transferability. Unless otherwise determined by the Committee, the Shares of Restricted Stock are not transferable unless and until they become fully vestedShares in accordance with this Agreement, otherwise than by will or under the applicable laws of descent and distribution. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of theRecipient. Except as otherwise permitted pursuant to the first sentence of this Section, any attempt to effect a Transfer of any Shares of Restricted Stock prior to the date on which the Shares become fully vested Shares shall be void *abinitio*. For purposes of this Agreement, “Transfer” shall mean any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition, whether similar or dissimilar to those previously enumerated,whether voluntary or involuntary, and including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy or attachment. 

6. Tax Matters; Section 83(b) Election. 

(a) If the Recipient properly elects, within thirty(30) days of the Date of Grant, to include in gross income for federal income tax purposes an amount equal to the fair market value (as of the Date of Grant) of the Restricted Stock pursuant to Section 83(b) of the Code, the Recipientshall make arrangements satisfactory to the Company to pay to the Company any federal, state or local income taxes required to be withheld with respect to the Restricted Stock. If the Recipient shall fail to make such tax payments as are required,the Company shall, to the extent permitted by law, have the right to deduct from any payment of any kind (including without limitation, the withholding of any Shares that otherwise would be issued to you under this Agreement) otherwise due to theRecipient any federal, state or local taxes of any kind required by law to be withheld with respect to the Restricted Stock. 

 

- 5 - 

(b) If the Recipient does not properly make the election described in Section 6(a) above, theRecipient shall, no later than the date or dates as of which the restrictions referred to in this Agreement hereof shall lapse, pay to the Company, or make arrangements satisfactory to the Committee for payment of, any federal, state or local taxesof any kind required by law to be withheld with respect to the Restricted Stock (including without limitation the vesting thereof). If the Recipient fails to comply with the tax obligations set forth in the immediately preceding sentence (the“Tax Obligations”), then the Recipient hereby irrevocably authorizes and instructs a broker to be designated by the Company in its sole discretion to sell for the account of the Recipient a sufficient number of Shares of the RestrictedStock (based upon prevailing market prices at the time of such sale) necessary to satisfy the Recipient’s Tax Obligations, to remit to the Company the proceeds of such sale in such amount necessary to satisfy the Tax Obligations and to remitany balance resulting from such sale to the Recipient. The Company and any such broker shall be entitled to use and to rely upon the stock powers and other instruments of transfer provided pursuant to Section 3(b) above. In addition, theCompany shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to Recipient any federal, state, or local taxes of any kind required by law to be withheld with respect to the Restricted Stock.

(c) Tax consequences on the Recipient (including without limitation federal, state, local and foreign income tax consequences) withrespect to the Restricted Stock (including without limitation the grant, vesting and/or forfeiture thereof) are the sole responsibility of the Recipient. The Recipient shall consult with his or her own personal accountant(s) and/or tax advisor(s)regarding these matters, the making of a Section 83(b) election, and the Recipient’s filing, withholding and payment (or tax liability) obligations. 

7. Amendment, Modification & Assignment; Non-Transferability. This Agreement may only be modified or amended in a writing signed by the parties hereto. No promises, assurances, commitments, agreements, undertakings orrepresentations, whether oral, written, electronic or otherwise, and whether express or implied, with respect to the subject matter hereof, have been made by either party which are not set forth expressly in this Agreement. Unless otherwiseconsented to in writing by the Company, in its sole discretion, this Agreement (and Recipient’s rights hereunder) may not be assigned, and the obligations of Recipient hereunder may not be delegated, in whole or in part. The rights andobligations created hereunder shall be binding on the Recipient and his heirs and legal representatives and on the successors and assigns of the Company. 

8. Complete Agreement. This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the partieswith respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which mayrelate to the subject matter hereof in any way. 

 

- 6 - 

9. Miscellaneous. 

(a) No Right to (Continued) Employment or Service. This Agreement and the grant of Restricted Stock hereunder shall not confer, or be construed to confer, upon the Recipient any right to employment or service,or continued employment or service, with the Company or any Related Entity. 

(b) No Limit on Other Compensation Arrangements.Nothing contained in this Agreement shall preclude the Company or any Related Entity from adopting or continuing in effect other or additional compensation plans, agreements or arrangements, and any such plans, agreements and arrangements may beeither generally applicable or applicable only in specific cases or to specific persons. 

(c) Severability. If any term or provisionof this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law, rule or regulation, then such provision shall be construed or deemed amended to conform to applicable law (or ifsuch provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of Restricted Stock hereunder, such provision shall be stricken as to such jurisdiction and the remainder ofthis Agreement and the award hereunder shall remain in full force and effect). 

(d) No Trust or Fund Created. Neither this Agreementnor the grant of Restricted Stock hereunder shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Related Entity and the Recipient or any other person. To the extent thatthe Recipient or any other person acquires a right to receive payments from the Company or any Related Entity pursuant to this Agreement, such right shall be no greater than the right of any unsecured general creditor of the Company. 

(e) Law Governing. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida(without reference to the conflict of laws rules or principles thereof). 

(f) Interpretation. The Recipient accepts the RestrictedStock subject to all of the terms, provisions and restrictions of this Agreement and the Plan. The undersigned Recipient hereby accepts as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon anyquestions arising under this Agreement. 

(g) Headings. Section, paragraph and other headings and captions are provided solely as aconvenience to facilitate reference. Such headings and captions shall not be deemed in any way material or relevant to the construction, meaning or interpretation of this Agreement or any term or provision hereof. 

(h) Notices. Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or whendeposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the Company’s General Counsel at Perry Ellis International, Inc., 3000 N.W. 107 Avenue, Miami, FL 33172, or if the Company should

 

- 7 - 

move its principal office, to such principal office, and, in the case of the Recipient, to the Recipient’s last permanent address as shown on theCompany’s records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section. 

(i) Non-Waiver of Breach. The waiver by any party hereto of the other party’s prompt and complete performance, or breach or violation, of anyterm or provision of this Agreement shall be effected solely in a writing signed by such party, and shall not operate nor be construed as a waiver of any subsequent breach or violation, and the waiver by any party hereto to exercise any right orremedy which he or it may possess shall not operate nor be construed as the waiver of such right or remedy by such party, or as a bar to the exercise of such right or remedy by such party, upon the occurrence of any subsequent breach or violation.

(j) Counterparts. This Agreement may be executed in two or more separate counterparts, each of which shall be an original, and allof which together shall constitute one and the same agreement. 

**REMAINDER OF PAGE INTENTIONALLY LEFT BLANK**

 

- 8 -