Form of Stock-Settled Appreciation Right Agreement



 Exhibit 10.53 

PERRY ELLIS INTERNATIONAL, INC. 

STOCK-SETTLED STOCK APPRECIATION RIGHT AGREEMENT 

FOR 

XXXXXX 

Agreement 

1. Grant of Stock Appreciation Right. Perry Ellis International, Inc. (the “Company”) hereby grants to XXXX (the
“Grantee”) as of XXXXX (“Date of Grant”) pursuant to the Company’s 2005 Long-Term Incentive Compensation Plan (the “Plan”), as amended and restated, and which is incorporated herein for all purposes, a
stock-settled stock appreciation right (the “SSAR”) on XXXXX shares of the Company’s Common Stock, $0.01 par value per share (the “Shares”). The exercise price of the SSAR is $XXXXX (the “Exercise Price”).
The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and conditions hereof and thereof and all applicable laws and regulations. The SSAR shall be subject to the terms and conditions set forth
herein. 
 2. Definitions. Unless otherwise provided herein, terms used herein that are defined in the Plan and not
defined herein shall have the meanings attributed thereto in the Plan. 
 3. Compensation under the SSAR. Upon the
exercise of the SSAR, in whole or in part, in accordance with Section 5 below, the Grantee shall receive as compensation a number of Shares equal to (A x (B – C)) / B, where: 

 

					
	A	  	=	  	the number of Shares underlying the SSAR being exercised;
			
	B	  	=	  	the fair market value of a Share on the date of such exercise; and
			
	C	  	=	  	the Exercise Price.

 Fractional Shares
shall be fully disregarded. 
 4. Exercise Schedule. Except as otherwise provided in Sections 6 or 9 of this Agreement,
or in the Plan, the SSAR is exercisable in installments as provided below, which shall be cumulative. To the extent that the SSAR has become exercisable with respect to a percentage of Shares as provided below, the SSAR may thereafter be exercised
by the Grantee, in whole or in part, at any time or from time to time prior to the expiration of the SSAR as provided herein. The following table indicates each date (the “Vesting Date”) upon which the Grantee shall be entitled to exercise
the SSAR with respect to the percentage of Shares granted as indicated beside the date, provided that the Continuous Service of the Grantee continues through and on the applicable Vesting Date: 

 

			
	 Number/Percentage of Shares Subject to the SSAR
	  	Vesting Date
	 XXXX/XX%
	  	XXXXXXX
	 XXXX/XX%
	  	XXXXXXX
	 XXXX/XX%
	  	XXXXXXX
	 XXXX/100%
	  	XXXXXXX

  

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 Except as otherwise specifically provided herein, there shall be no proportionate or partial vesting in the
periods prior to each Vesting Date, and all vesting shall occur only on the appropriate Vesting Date. Upon the termination of the Grantee’s Continuous Service with the Company and its Related Entities, any unvested portion of the SSAR shall
terminate and be null and void. 
 5. Method of Exercise. The vested portion of the SSAR shall be exercisable in whole or
in part in accordance with the exercise schedule set forth in Section 4 hereof by written notice which shall state the election to exercise the SSAR, the number of Shares in respect of which the SSAR is being exercised, and such other
representations and agreements as to the holder’s investment intent with respect to such Shares as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the Grantee and shall be delivered
in person or by certified mail to the Secretary of the Company. The SSAR shall be deemed to be exercised after both (a) receipt by the Company of such written notice and (b) arrangements that are satisfactory to the Committee, in its sole
discretion, have been made for Grantee’s applicable minimum statutory withholding rates required by the relevant tax authority or authorities. No Shares shall be issued pursuant to the SSAR unless and until such issuance and such exercise shall
comply with all relevant provisions of applicable law, including the requirements of any stock exchange upon which the Shares then may be traded. 

6. Termination of the SSAR. Any unexercised portion of the SSAR shall automatically and without notice terminate and become null
and void at the time of the earliest to occur of the following: 
 (a) unless the Committee otherwise determines in writing in
its sole discretion, three months after the date on which the Grantee’s Continuous Service with the Company and its Related Entities is terminated for any reason other than by reason of (i) termination of the Grantee’s Continuous
Service by the Company or a Related Entity for Cause, (ii) a Disability of the Grantee as determined by a medical doctor satisfactory to the Committee, or (iii) the Grantee’s death; 

(b) immediately upon the termination of the Grantee’s Continuous Service with the Company and its Related Entities for Cause;

 (c) twelve months after the date on which the Grantee’s Continuous Service with the Company and its Related Entities is
terminated by reason of a Disability as determined by a medical doctor satisfactory to the Committee; 
 (d) twelve months after
the date of termination of the Grantee’s Continuous Service with the Company and its Related Entities by reason of the death of the Grantee (or, if later, three months after the date on which the Grantee shall die if such death shall occur
during the one year period specified in paragraph (c) of this Section 6); or 
 (e) the seventh anniversary of the
date as of which the SSAR is granted. 
 7. Transferability. Unless otherwise determined by the Committee, the SSAR
granted hereby is not transferable otherwise than by will or under the applicable laws of descent and distribution, and during the lifetime of the Grantee the SSAR shall be exercisable only by the

  

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Grantee, or the Grantee’s guardian or legal representative. In addition, the SSAR shall not be assigned, negotiated, pledged or hypothecated in any way (whether by operation of law or
otherwise), and the SSAR shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, negotiate, pledge or hypothecate the SSAR, or in the event of any levy upon the SSAR by reason of any execution,
attachment or similar process contrary to the provisions hereof, the SSAR shall immediately become null and void. The terms of the SSAR shall be binding upon the executors, administrators, heirs, successors and assigns of the Grantee. 

8. No Rights of Stockholders. Neither the Grantee nor any personal representative (or beneficiary) shall be, or shall have any of
the rights and privileges of, a stockholder of the Company with respect to any shares of Stock issuable upon the exercise of the SSAR, in whole or in part, prior to the date of exercise of the SSAR. 

9. Acceleration of Exercisability of SSAR. 

(a) This SSAR shall become immediately fully exercisable in the event that, prior to the termination of the SSAR pursuant to
Section 6 hereof, and during the Grantee’s Continuous Service, there is a “Change in Control”, as defined in Section 9(b) of the Plan. 

(b) Notwithstanding the foregoing, if in the event of a Change in Control the successor company assumes or substitutes for the SSAR, the
vesting of the SSAR shall not be accelerated as described in Section 9(a). For the purposes of this paragraph, the SSAR shall be considered assumed or substituted for if, following the Change in Control, the SSAR or substituted SSAR confers an
economically equivalent stock appreciation right with respect to each Share subject to the SSAR immediately prior to the Change in Control; provided, however, that if the consideration received in the transaction constituting a Change in Control is
not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company, or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of
the SSAR will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change in Control. The
determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding. 

10. No Right to Continued Employment. Neither the SSAR nor this Agreement shall confer upon the Grantee any right to continued
employment or service with the Company. 
 11. Law Governing. This Agreement shall be governed in accordance with and
governed by the internal laws of the State of Florida. 
 12. Interpretation / Provisions of Plan Control. This Agreement
is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan adopted by the Committee as may be in effect
from time to time. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly. The Grantee
accepts the SSAR subject to all of the terms and provisions of the Plan and this Agreement. The undersigned Grantee hereby accepts as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under
the Plan and this Agreement, unless shown to have been made in an arbitrary and capricious manner. 
  

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 13. Notices. Any notice under this Agreement shall be in writing and shall be deemed
to have been duly given when delivered personally or when deposited 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 move its principal office, to such principal office, and, in the case of the Grantee, to the Grantee’s last permanent address as shown on the Company’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. 

14. Internal Revenue Code Section 409A. The SSAR granted hereunder is intended to be exempt from Section 409A
of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and other official guidance promulgated thereunder. 

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 IN WITNESS WHEREOF, the undersigned have executed this Agreement. 

 

			
	PERRY ELLIS INTERNATIONAL, INC.
		
	 By:
	 	  

		
	 Title:
	 	  

		
	 Date Signed:
	 	  




The Grantee acknowledges receipt of a copy of the Plan and represents that he or she has reviewed the provisions of the Plan and the SSAR Agreement in
their entirety, is familiar with and understands their terms and provisions, and hereby accepts the SSAR subject to all of the terms and provisions of the Plan and the SSAR Agreement. The Grantee further represents that he or she has had an
opportunity to obtain the advice of counsel prior to executing the SSAR Agreement. 
  

			
	GRANTEE
		
	 Signature:
	 	  

		
	 Print Name:
	 	  

		
	 Date Signed:
	 	  




 

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