EX-10.3






JOE’S JEANS, INC.

2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT




This Restricted Stock Unit Agreement (the “Agreement”) is made between Joe’s Jeans, Inc., a
Delaware corporation (the “Company”), and      (the “Employee”). The Company considers
that its interests will be served by granting Employee restricted common stock units (“Restricted
Stock Units”) under the Joe’s Jeans, Inc. 2004 Stock Incentive Plan (the “Plan”) as an inducement
for his or her continued and effective performance of services to the Company.



IT IS AGREED:



§ 1 Grant. On      , 200     (the “Grant Date”), the Company hereby grants to
Employee an award of Restricted Stock Units (the “Award”) pursuant to the terms of this Agreement
and the Plan.



§ 2 Units Awarded.



(a) The Company hereby awards to Employee, in the aggregate,      Restricted Stock
Units. This Award represents Employee’s right to receive a certain number of shares of Common
Stock. The Restricted Stock Units do not constitute Common Stock and Employee shall have no voting
or dividend rights relating thereto.



(b) The Company shall establish and maintain a Restricted Stock Unit bookkeeping account for
Employee, and such account shall be credited for the number of Restricted Stock Units granted to
Employee.



(c) No Restricted Stock Units granted to Employee shall be subject to anticipation,
alienation, sale, assignment, transfer, pledge, encumbrance, or charge, and any attempt to
anticipate, alienate, sell, assign, pledge, encumber, or charge the same shall be void. No
Restricted Stock Units shall in any manner be liable or subject to any of Employee’s debts,
contracts, liabilities or torts unless and until such benefit is actually paid and received by
Employee.



§ 3 Vesting and Forfeitures. Employee will vest in 12.50% of the Restricted Stock
Units covered by this Award on the six (6) month anniversary of the Grant Date and an additional
12.50% on each six (6) month anniversary thereafter; provided, that, Employee has
not experienced a “separation from service” (within the meaning of Section 409A of the Code,
including Section 1.409A-1(h) of the Final Treasury Regulations promulgated thereunder) (a
“Separation from Service”) through each of such vesting dates. Upon the occurrence of a Change in
Control, the Restricted Stock Units shall become 100% vested on such event. The Restricted Stock
Units which have not vested in accordance with the vesting schedule in this § 3 (the “Unvested
Units”) shall become vested upon the earliest to occur of Employee’s death, Disability, or
Separation from Service by the Company without Just Cause (as defined below). Upon a Separation
from Service for any other reason (including, without limitation, termination by the Company for
Just Cause or by Employee for any reason) prior to the date that Employee becomes 100% vested in
the Award, the Unvested Units shall be forfeited immediately and Employee shall have no right with
respect to the Unvested Units. For purposes of this Agreement and notwithstanding any other
provision of the Plan to the contrary, “Just Cause” means (a) Employee’s conviction for, or a plea
of guilty or nolo contendere to, a felony or any other crime which involves fraud, dishonesty or
moral turpitude, or (b) a material breach by Employee of any written Company employment policies or
rules, including the Company’s code of ethics.



§ 4 Payment. As soon as practicable after each vesting date, but in no event later
than March 15 of the year following the year in which such vesting date occurs (including any
vesting date related to a Separation from Service), payment for the Restricted Stock Units that
have vested shall be made in an equal number of shares of Common Stock (less any shares of Common
Stock used to satisfy the Company’s withholding obligations). Any fractional shares shall be
settled in cash, if such treatment will not have an adverse effect on such Award. The Company
shall cause a stock certificate to be delivered to Employee with respect to such shares of Common
Stock (less any shares of Common Stock used to satisfy the Company’s withholding obligations) free
of all restrictions hereunder, except for applicable securities laws restrictions.



§ 5 Compliance with Laws and Regulations. The issuance, transfer, vesting, and
ownership of Common Stock shall be subject to compliance by the Company and Employee with all
applicable requirements of federal and state securities laws and with all applicable requirements
of any stock exchange on which the Company’s Common Stock may be listed at the time of such
issuance or transfer. Employee agrees to cooperate with the Company to ensure compliance with such
laws and requirements. Prior to issuance or transfer of Common Stock, the Company may require
Employee to execute and deliver a letter of investment intent in such form and containing such
provisions as requested by the Committee.



§ 6 Tax Withholding. The Company shall withhold from the shares of Common Stock
payable to Employee any federal, state, or local taxes of any kind required by law to be withheld,
if any, with respect to the Restricted Stock Units for which restrictions shall lapse;
provided, however, that no shares of Common Stock shall be withheld with a value
exceeding the minimum amount of tax required by law to be withheld. Any fraction of a share of
Common Stock which would be required to satisfy such an obligation shall be disregarded and the
remaining amount due shall be paid in cash by Employee. The Company shall, to the extent permitted
by law, also have the right to deduct from any payment of any kind otherwise due to Employee any
federal, state or local taxes of any kind required by law to be withheld with respect to the
Restricted Stock Units.



§ 7 No Right to Continued Employment. Nothing in this Agreement shall be deemed by
implication or otherwise to impose any limitation on any right of the Company to terminate
Employee’s service at any time and for any reason.



§ 8 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware without giving effect to its conflict of law principles. If
any provision of this Agreement is determined by a court of law to be illegal or unenforceable,
then such provision will be enforced to the maximum extent possible and the other provisions will
remain fully effective and enforceable.



§ 9 Binding Effect; Modification. This Agreement is binding upon the Company and
Employee and their respective heirs, executors, administrators, legal representatives, successors
and assigns. The Agreement may not be modified except in writing signed by both parties.



§ 10 Headings and Sections. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement. Any references to sections (§) in this Agreement shall be to sections (§) of this
Agreement unless otherwise expressly stated as part of such reference.



§ 11 Resolution of Disputes. Any dispute regarding the interpretation of this
Agreement shall be submitted by Employee or the Company to the Committee for review. The
resolution of such a dispute by the Committee shall be final and binding on the Company and
Employee.



§ 12 Plan and Award Agreement. This Award is subject to all of the terms and
conditions in this Agreement and in the Plan. The terms and provisions of the Plan are
incorporated herein by reference. In the event of a conflict or inconsistency between the terms
and provisions of the Plan and this Agreement, the Plan shall govern and control. All of the
capitalized terms not otherwise defined in this Agreement will have the same meaning in this
Agreement as in the Plan. Employee hereby acknowledges receiving a copy of the Plan. This
Agreement and the Plan constitute the entire agreement of the parties and supersede all prior
undertakings and agreements with respect to the subject matter hereof.



§ 13 Representations and Warranties of Employee. Employee represents and warrants to
the Company that:



(a) Agrees with Terms of the Plan and this Agreement. Employee has received a copy of
the Plan and has read and understands the terms of the Plan and this Agreement, and agrees to be
bound by their terms and conditions. Employee acknowledges that there may be adverse tax
consequences upon the vesting of Restricted Stock Units or thereafter if the Award is paid and
Employee later disposes of the Stock, and that Employee should consult a tax adviser prior to such
time.



(b) Cooperation. Employee agrees to sign such additional documentation as may
reasonably be required from time to time by the Company.



§ 14 Code Section 409A. This Agreement shall be construed and interpreted to comply
with Section 409A of the Code to the extent required to avoid any adverse tax consequences
thereunder. The Company reserves the right to amend this Agreement to the extent it reasonably
determines is necessary in order to avoid any adverse tax consequences under Section 409A of the
Code.



§ 15 No Secured Rights. Employee’s right to payments under this Agreement shall not
constitute nor be treated as property or as a trust fund of any kind. Employee’s rights are
limited exclusively to the right to receive shares of Common Stock as provided in the Agreement.
Employee shall not have any rights as an owner of the Company with respect to any Restricted Stock
Units granted to Employee. All benefits payable to Employee shall be payable solely from the
general assets of the Company and no separate or special funds shall be established and no
segregation of assets shall be made to assure the payment of benefits to Employee. Employee’s
rights shall be limited to those rights which are specifically enumerated in the Agreement, and
such rights shall be for all purposes, unsecured contractual creditors’ rights against the Company
only, being on a parity with the rights of all other unsecured general creditors of the Company.



§ 16 Miscellaneous. This Agreement is not intended to constitute a retirement plan
subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).



[Signature Page Follows]






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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered effective as of the
Grant Date.




JOE’S JEANS, INC.




By:

Name:

Title:





EMPLOYEE




[INSERT NAME]




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