EX-10.1






RESTRICTED STOCK AWARD (#) ____

JOE’S JEANS, INC.

2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD CERTIFICATE




THIS RESTRICTED STOCK AWARD CERTIFICATE (THIS “CERTIFICATE”), is to certify that Joe’s Jeans,
Inc., a Delaware corporation (the “Company”), has offered you (“Grantee”) the right to receive
Common Stock (the “Stock” or “Shares”) of the Company under its 2004 Stock Incentive Plan (the
“Plan”), as follows:



Name of Grantee:


Address of Grantee:



Number of Shares:


Grant Date:


Vesting


Commencement Date:


Vesting Schedule:



	 	 	 	 	 
	Anniversary of the Grant Date
	 	Percentage of the Award Vested
	1 month
	 	 	8.334	%
	2 month
	 	 	16.668	%
	3 month
	 	 	25.002	%
	4 month
	 	 	33.336	%
	5 month
	 	 	41.670	%
	6 month
	 	 	50.004	%
	7 month
	 	 	58.338	%
	8 month
	 	 	66.672	%
	9 month
	 	 	75.006	%
	10 month
	 	 	83.340	%
	11 month
	 	 	91.674	%
	12 month
	 	 	100.000	%






By your signature and the signature of the Company’s representative below, you and the Company
agree to be bound by all of the terms and conditions of the Restricted Stock Award Agreement, which
is attached hereto as Annex I, and the Plan (both incorporated herein by this reference as if set
forth in full in this document). By executing this Certificate, you hereby irrevocably elect to
accept the Restricted Stock Award rights granted pursuant to this Certificate and the related
Restricted Stock Award Agreement and to receive the shares of Restricted Stock of Joe’s Jeans, Inc.
designated above subject to the terms of the Plan, this Certificate and the Award Agreement.



	 	 	 
	GRANTEE:

	 	JOE’S JEANS, INC.

[ ]
	 

	 	 
	Dated:

	 	Dated:






1




ANNEX I




JOE’S JEANS, INC.

2004 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT




This Restricted Stock Award Agreement (this “Agreement”), is made and entered into on the
Grant Date of the Restricted Stock Award Certificate to which it is attached (the “Certificate”),
by and between Joe’s Jeans, Inc., a Delaware corporation (the “Company”), and the member of the
Company’s Board of Directors (“Grantee”) named in the Certificate.



Pursuant to the Joe’s Jeans, Inc. 2004 Stock Incentive Plan (the “Plan”), the Committee has
authorized the grant to Grantee of the right to receive shares of the Company’s Common Stock (the
“Award”), upon the terms and subject to the conditions set forth in this Agreement and in the Plan.
Except as otherwise provided herein, or unless the context clearly indicates otherwise, capitalized
terms not otherwise defined herein shall have the same definitions as provided in the Plan.



NOW, THEREFORE, in consideration of the premises and the benefits to be derived from the
mutual observance of the covenants and promises contained herein and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:



1. Basis for Award. This Award is made pursuant to the Plan for valid consideration
provided to the Company by Grantee. By your execution of the Certificate, you agree to accept the
Restricted Stock Award rights granted pursuant to the Certificate and this Agreement and to receive
the shares of Restricted Stock of Joe’s Jeans, Inc. designated in the Certificate subject to the
terms of the Plan, the Certificate and this Agreement.



2. Restricted Stock Award. The Company hereby awards and grants to Grantee, for valid
consideration with a value in excess of the aggregate par value of the Common Stock awarded to
Grantee, the number of shares of Common Stock of the Company set forth in the Certificate, which
shall be subject to the restrictions and conditions set forth in the Plan, the Certificate and in
this Agreement (the “Restricted Stock”). One or more stock certificates representing the number of
Shares specified in the Certificate shall hereby be registered in Grantee’s name (the “Stock
Certificate”), but shall be deposited and held in the custody of the Company for Grantee’s account
as provided in Section 8 hereof until such Restricted Stock becomes vested.



3. Vesting and Termination of Continuous Service. The Restricted Stock shall vest and
restrictions on transfer shall lapse subject to the Vesting Schedule set forth in the Certificate;
provided, that, Grantee is in Continuous Service on the applicable vesting date.
Upon the occurrence of a Change in Control, the Restricted Stock shall become 100% vested on such
event and the restrictions on transfer shall lapse. The shares of Restricted Stock which have not
vested in accordance with the Certificate (the “Unvested Shares”) shall become vested and the
restrictions on transfer shall lapse upon the earlier to occur of Grantee’s death or Disability.
Upon termination of Grantee’s Continuous Service for any other reason (including, without
limitation, Grantee’s resignation from the Company’s Board of Directors) prior to the date that
Grantee becomes 100% vested in the Award, the Unvested Shares shall be forfeited immediately and
Grantee shall have no right with respect to the Unvested Shares. Prior to vesting, all Unvested
Shares shall be subject to the restrictions set forth in this Agreement.



4. Compliance with Laws and Regulations. The issuance, transfer, vesting, and
ownership of Common Stock shall be subject to compliance by the Company and Grantee 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. Grantee 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
Grantee to execute and deliver a letter of investment intent in such form and containing such
provisions as requested by the Committee.



5. Section 83(b) Election. Grantee may elect, within thirty (30) days of the Grant
Date, to include in gross income for federal income tax purposes an amount equal to the Fair Market
Value of the Restricted Stock less the amount, if any, paid by Grantee (other than by prior
services) for the Restricted Stock granted hereunder pursuant to Section 83(b) of the Internal
Revenue Code of 1986, as amended.



6. No Right to Continued Service. Nothing in this Agreement shall be deemed by
implication or otherwise to impose any limitation on any right of the Company to terminate
Grantee’s service as a director at any time and for any reason.



7. Representations and Warranties of Grantee. Grantee represents and warrants to the
Company that:



(a) Agrees to Terms of the Plan and the Agreement. Grantee has received a copy of the
Plan, the Certificate, and the Agreement and has read and understands the terms thereof. Grantee
acknowledges that there may be adverse tax consequences upon the vesting of Restricted Stock or
disposition of the shares of Common Stock once vested, and that Grantee should consult a tax
advisor prior to such time.



(b) Stock Ownership. Grantee is the record and beneficial owner of the shares of
Restricted Stock with full right and power to vote and receive dividends on such shares;
provided, that, Grantee understands that the stock certificates evidencing the
Restricted Stock will bear a legend referencing this Agreement. Any dividends which are paid in
cash shall be distributed to Grantee as soon as practicable. If any dividends are paid in Common
Stock during an applicable period of restriction, Grantee shall receive such shares subject to the
same restrictions as the Restricted Stock with respect to which they were issued.



8. Restrictions on Unvested Shares.



(a) Deposit of the Unvested Shares. Grantee shall deposit all of the Unvested Shares
with the Company to hold until the Unvested Shares become vested, at which time such vested shares
shall no longer constitute Unvested Shares. Grantee shall execute and deliver to the Company,
concurrently with the execution of this Agreement, blank stock powers for use in connection with
the transfer to the Company or its designee of Unvested Shares. The Company will deliver to
Grantee the Stock certificate for the shares of Common Stock that become vested upon vesting of
such shares.



(b) Restriction on Transfer of Unvested Shares. Grantee shall not sell, transfer,
assign, grant a lien or security interest in, pledge, hypothecate as collateral for a loan or as
security for the performance of any obligation or for any other purpose, encumber or otherwise
dispose of any of the Unvested Shares, except as permitted by this Agreement.



9. Adjustments. This Award is subject to the adjustment provisions set forth in the
Plan.



10. Restrictive Legends and Stop-Transfer Orders.



(a) Legends. Grantee understands and agrees that the Company will place the legends
set forth below or similar legends on any stock certificate(s) evidencing the Common Stock,
together with any other legends that may be required by state or U.S. Federal securities laws, the
Company’s Certificate of Incorporation or Bylaws, any other agreement between Grantee and the
Company or any agreement between Grantee and any third party:



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON PUBLIC RESALE AND
TRANSFER, AS SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL
HOLDER OF THESE SHARES. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF
THESE SHARES.



(b) Stop-Transfer Instructions. Grantee agrees that, to ensure compliance with the
restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer”
instructions to its transfer agent, if any, and if the Company transfers its own securities, it may
make appropriate notations to the same effect in its own records.



(c) Refusal to Transfer. The Company will not be required (i) to transfer on its books
any shares of Common Stock that have been sold or otherwise transferred in violation of any of the
provisions of this Agreement or (ii) to treat as owner of such shares, or to accord the right to
vote or pay dividends to any purchaser or other transferee to whom such shares have been so
transferred.



11. Modification. Except as specifically provided in the Plan, the Agreement may not
be modified except in writing signed by both parties.



12. Interpretation. Any dispute regarding the interpretation of this Agreement shall
be submitted by Grantee 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 Grantee.



13. Entire Agreement. 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, the Certificate, and this Agreement, the Plan shall govern and control. This Agreement, the
Certificate and the Plan constitute the entire agreement of the parties and supersede all prior
undertakings and agreements with respect to the subject matter hereof.



14. Notices. Any notice required to be given or delivered to the Company under the
terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company
at its principal corporate offices. Any notice required to be given or delivered to Grantee shall
be in writing and addressed to Grantee at the address indicated on the signature page hereof or to
such other address as such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: (a) personal delivery; (b) five (5)
days after deposit in the United States mail by certified or registered mail (return receipt
requested); (c) two (2) business days after deposit with any return receipt express courier
(prepaid); or (d) one (1) business day after transmission by facsimile.



15. Successors and Assigns. The Company may assign any of its rights under this
Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and
assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement
shall be binding upon Grantee and Grantee’s heirs, executors, administrators, legal
representatives, successors and assigns.



16. 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.



2




EXHIBIT A




JOE’S JEANS, INC. 2004 STOCK INCENTIVE PLAN

3





EXHIBIT B




STOCK POWER




(To be left blank except for signature)




For value received, the undersigned does hereby sell, assign and transfer unto Joe’s Jeans, Inc.
     shares of Common Stock of Joe’s Jeans, Inc. represented by



(#)



certificate number      



standing in the name of the undersigned.



The undersigned does hereby irrevocably constitute and appoint      



     



attorney to transfer the foregoing on the books of the within named company, with full power of
substitution in the premises.



This stock power may only be used in accordance with the Restricted Stock Award Agreement by and
between Joe’s Jeans, Inc. and the undersigned dated as of [     ], and any amendments
thereto.



Dated:      



Signature:      



Signature must correspond EXACTLY to the name shown in the certificate.




4




EXHIBIT C




Section 83(b) Election Form




Attached is an Internal Revenue Code Section 83(b) Election Form. IF YOU WISH TO MAKE A SECTION
83(B) ELECTION, YOU MUST DO SO WITHIN 30 DAYS AFTER THE GRANT DATE. In order to make the election,
you must completely fill out the attached form and file one copy with the Internal Revenue Service
office where you file your tax return. In addition, one copy of the statement also must be
submitted with your income tax return for the taxable year in which you make this election.
Finally, you also must submit a copy of the election form to the Company within ten (10) days after
filing that election with the Internal Revenue Service. A Section 83(b) election normally cannot
be revoked. 



5



JOE’S JEANS, INC. 2004 STOCK INCENTIVE PLAN













Election to Include Value of Restricted Stock in Gross Income

in Year of Transfer Under Internal Revenue Code Section 83(b)














Pursuant to Section 83(b) of the Internal Revenue Code, I hereby elect within 30 days after
receiving the property described herein to be taxed immediately on its value specified in item 5
below.




	1.	 	My General Information:





	 	 	 	 	 
	Name:
	 	 	—	 
	Address:
	 	 	—	 







	 	 	 	     





	 	 	 	 	 
	S.S.N.
or T.I.N.:
	 	 	—	 







	2.	 	Description of the property with respect to which I am making this election:






     shares of Restricted Stock of Joe’s Jeans, Inc.




	3.	 	The shares of Restricted Stock were transferred to me on      , 20     . This
election relates to the 20     calendar taxable year.






	4.	 	The shares of Restricted Stock are subject to the following restrictions:






The shares of Restricted Stock are forfeitable until they are vested in accordance
with Section 8 of the Joe’s Jeans, Inc. 2004 Stock Incentive Plan (the “Plan”) and
the Restricted Stock Award Agreement (the “Award Agreement”) entered into between me
and Joe’s Jeans, Inc. on      , 20     . The shares of Restricted Stock
are not transferable until my interest becomes vested and nonforfeitable, pursuant
to the Award Agreement and the Plan.



5. Fair market value:




The fair market value at the time of transfer (determined without regard to any
restrictions other than restrictions which by their terms will never lapse) of the
            shares of Restricted Stock with respect to which I am making this election is $     
per share.



6. Amount paid for Restricted Stock:




The amount I paid for the Restricted Stock is $    per share.



7. Furnishing statement to the transferor:




I serve as a director on the board of directors of the transferor, Joe’s Jeans,
Inc., and a copy of this statement has been furnished to the transferor.



8. Award Agreement or Plan not affected:




Nothing contained herein shall be held to change any of the terms or conditions of
the Award Agreement or the Plan.



Dated:      , 200_.



     




6