RESTRICTED STOCK AWARD (#) JOES JEANS, INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD CERTIFICATE

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 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:

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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.

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EXHIBIT A

JOE’S JEANS, INC. AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN

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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.

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

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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.

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JOE’S JEANS, INC.

AMENDED AND RESTATED

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                                  , 201  .  This election relates to the 201   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. Amended and Restated 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                                , 201  .  The shares of Restricted Stock are not transferable until my interest becomes vested and nonforfeitable, pursuant to the Award Agreement and the Plan.