PERRY ELLIS INTERNATIONAL, INC.
INCENTIVE STOCK OPTION AGREEMENT
1. Grant of Option . Perry Ellis International, Inc. (the “Company”) hereby grants, as of / / (“Date of Grant”), to
(the “Optionee”) an option (the “Option”) to purchase up to shares of the Company’s Common Stock, $0.01
par value per share (the “Shares”), at an exercise price per share equal to $ . The Option shall be subject to the terms and
conditions set forth herein. The Option was issued pursuant to the Company’s 2005 Long-Term Incentive Compensation Plan
(the “Plan”), which is incorporated herein for all purposes. The Option is an Incentive Stock Option, and not a Non-Qualified
Stock Option. The Optionee 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.
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. Exercise Schedule . Except as otherwise provided in Sections 6 of this Agreement, or in the Plan, the Option is
exercisable in installments as provided below, which shall be cumulative. To the extent that the Option has become exercisable
with respect to the number of Shares as provided below, the Option may thereafter be exercised by the Optionee, in whole or in
part, at any time or from time to time prior to the expiration of the Option as provided herein. The following table indicates each
date (the “Vesting Date”) upon which the Optionee shall be entitled to exercise the Option with respect to the Shares granted as
indicated beside the date, provided that the Continuous Service of the Optionee continues through and on the applicable
Except as otherwise specifically provided herein, there shall be no proportionate or partial vesting in the p