Summary of JOE'S JEANS INC.

Entry into a Material Definitive Agreement, Change in Directors or Principal Off

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the annual meeting of the Board on November 6, 2008, the Board re-appointed the following executive officers of the Company to the same positions: Marc Crossman to the position of President and Chief Executive Officer, Hamish Sandhu as Chief Financial Officer and Joe Dahan as Creative Director effective as of November 6, 2008. In addition, the Board re-appointed Sam Furrow to continue to serve as Chairman of the Board of Directors in a non-executive capacity.

(e) Compensation Arrangements

At the annual meeting of the Board on November 6, 2008 and in accordance with the terms and conditions of the Executive Employment Agreement entered into by and between the Company and Marc Crossman, the Compensation Committee of the Board elected to pay Mr. Crossman as President and Chief Executive Officer a discretionary bonus in the amount of $325,000 for his service. The Compensation Committee set the performance criteria pursuant to which Mr. Crossman will be measured for achievement and payment of his bonus for fiscal 2009. The metrics considered and discussed to measure Mr. Crossman's performance for 2008 and 2009 included achievement of net sales and EBITDA goals as compared to the Company's budget. In addition, the Compensation Committee approved a recommendation to increase the salary for the Company's Chief Financial Officer, Hamish Sandhu, to $255,000 per year to be paid in accordance with normal payroll procedures.

In connection with the 2004 Stock Incentive Plan (the "Plan") on November 6, 2008, the Compensation Committee of the Board approved grants of restricted stock units ("RSUs") as follows: (i) Mr. Crossman in the amount of 780,546 RSUs that vest 1/3 on each anniversary date of the grant in 2009, 2010 and 2011, respectively; (ii) 109,091 RSUs to Sam Furrow, Tom O'Riordan, and Suhail Rizvi that vest on a quarterly basis over the course of 12 months; (iii) 73,091 RSUs to Kent Savage and Kelly Hoffman that vest on a quarterly basis over the course of 12 months and $19,800 in the form of a cash payment to be paid in quarterly installments of $4,950 each primarily to cover tax obligations associated with the vesting of the RSUs; (iv) 546,000 RSUs to Joe Dahan and 150,000 RSUs to Hamish Sandhu that vest first in an amount equal to 1/8 of the total grant on June 18, 2009 and thereafter every six months until the RSUs are fully vested on December 18, 2012. The RSUs will be subject to the terms and conditions of the Plan and applicable award agreement to be executed by each participant, a form of which is filed herewith and incorporated herein.

ITEM 8.01 Other Events

Results of Annual Meeting of Stockholders

On September 23, 2008, the Company filed a Definitive Proxy Statement on Schedule 14A with the Securities and Exchange Commission relating to an annual meeting of our stockholders to be held on November 6, 2008. The purpose of the annual meeting was to vote on the following proposals: (1) to elect seven directors to serve on the Board of Directors until the 2009 annual meeting of stockholders or until their respective successors are elected and qualified; and
(2) to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending November 30, 2008.

The Board fixed the close of business on September 22, 2008 as the record date for identifying those stockholders entitled to notice of, and to vote, at the annual meeting. On September 25, 2008, the notice of annual meeting, proxy statement and proxy cards were first mailed to stockholders along with the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 2007, as amended. On November 6, 2008, the Company conducted its annual meeting of stockholders and all proposals were approved.

On November 6, 2008, 41,150,073 shares were represented in person or by proxy at the meeting, which reflected approximately 69% of total shares outstanding. This share amount reflects the addition of certain shares that the Company holds as treasury shares in a segregated brokerage account. The vote totals on the two proposals were as follows:

                                            For         Withheld
     1.  Election of seven directors:
          Samuel J. Furrow             40,931,144       218,929

          Marc B. Crossman             40,955,259       194,814

          Joe Dahan                    40,759,020       391,053

          Kelly Hoffman                40,092,174     1,057,899

          Tom O'Riordan                40,949,459       200,614

          Suhail R. Rizvi              40,242,756       907,317

          Kent Savage                  40,947,419       202,654

                                            For          Against      Abstain

     2.  Appointment of Ernst & Young  41,110,785        23,886       15,402
     LLP as independent registered
     public accounting firm for the
     fiscal year ending November 30,
     2008