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’s name ]
(“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, and as 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 defined in 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 this Section 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
applicable Time-Vesting Date:
Other than in accordance with this Section 2, there shall be no proportionate or partial vesting 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 Stock shall be subject to performance-vesting. Other than in accordance with this Se