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:
Number of Shares:
Grant Date:
Vesting
Commencement Date:
Vesting Schedule:
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Anniversary of the Grant Date
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Percentage of the Award Vested
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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.
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 employee (“
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 earliest to occur of
Grantee’s death, Disability, or termination of Continuous
Service by the Company without Just Cause (as defined below). Upon
termination of Grantee’s Continuous Service for any other
reason (including, without limitation, termination by the Company
for Just Cause or by Grantee for any reason) 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. For purposes of this Agreement and notwithstanding any
other provision of the Plan to the contrary, “ Just
Cause ” means (a) Grantee’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 Grantee of any written Company employment
policies or rules, including the Company’s code of
ethics.
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. Tax Withholding .
(a) Grantee agrees that, no
later than the first to occur of (i) the date as of which the
restrictions on the Restricted Stock shall lapse with respect to
all or any of the Restricted Stock covered by this Agreement or
(ii) the date required by Section 5(b) below, Grantee shall
pay to the Company (in cash or by bank check) any federal, state,
or local taxes of any kind required by law to be withheld, if any,
with respect to the Restricted Stock for which restrictions shall
lapse; provided , however , the Grantee may elect to
satisfy this withholding obligation by delivering to the Company
shares of Common Stock (including shares released from restriction)
with a Fair Market Value equal to 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 Grantee. The Company shall, to the extent permitted by law, also
have the right to deduct from any payment of any kind otherwise due
to Grantee any federal, state or local taxes of any kind required
by law to be withheld with respect to the Restricted Stock.
(b)&n
