8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) November 24, 2004

LINENS ’N THINGS, INC.(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 1-12381 (Commission File Number) 22-3463939 (I.R.S. Employer Identification Number)

6 Brighton Road, Clifton, New Jersey(Address of Principal Executive Offices) 07015 (Zip Code)

Registrant’s telephone number, including area code (973) 778-1300

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01  Financial Statements and Exhibits

c. Exhibits

10.1	Form of Linens ’n Things, Inc. 2004 Stock Award and Incentive Plan Stock Option Agreement (Performance).
10.2	Form of Linens ’n Things, Inc. 2000 Stock Award and Incentive Plan Stock Option Agreement (as modified).
10.3	Form of Linens ’n Things, Inc. 2004 Stock Award and Incentive Plan Restricted Stock Units Agreement.
10.4	Form of Linens ’n Things, Inc. 2004 Stock Award and Incentive Plan Stock Option Agreement.

SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  November 24, 2004 LINENS ’N THINGS, INC.


By:      BRIAN D. SILVA
——————————————
Name:  Brian D. Silva
Title:    Senior Vice President,
             Human Resources, Administration and
             Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Linens ’n Things, Inc. 2004 Stock Award and Incentive Plan Stock Option Agreement (Performance).
10.2	Form of Linens ’n Things, Inc. 2000 Stock Award and Incentive Plan Stock Option Agreement (as modified).
10.3	Form of Linens ’n Things, Inc. 2004 Stock Award and Incentive Plan Restricted Stock Units Agreement.
10.4	Form of Linens ’n Things, Inc. 2004 Stock Award and Incentive Plan Stock Option Agreement.

EX-10.1

LINENS ’N THINGS, INC.

_________________

Stock Option Agreement

To: ____________,

On _______________, you were awarded an option to purchase __________ shares (this “Option”) of the common stock $.01 par value per share (the “Shares”) of Linens ‘n Things, Inc. (the “Company”) pursuant to the Company’s Shareholder Approved Plan (the “Plan”). It is the Company’s philosophy that an enhanced sense of ownership by employees is an important element of our long-term success. This stock option grant allows you to share in the continued success of the Company under the Plan.

By signing a copy of this Stock Option Agreement (this “Agreement”), you hereby agree to the following terms and conditions:

        1.        Incorporation by Reference of Plan. The provisions of the Plan are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Terms not defined in this Agreement have the meanings set forth in the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern.

        2.        Option Exercise Price. The option exercise price of the __________ shares awarded to you is $_____ per share, based on the “Fair Market Value*” as of _________________.

        3.        Vesting. Options vest and are exercisable on and after _________________, provided however that shares of common stock acquired on exercise of this Option (“Option Shares”) may not be sold or otherwise disposed of except in one-third increments if, and at such point, over ten days (which need not be consecutive) in an established period of thirty days, the fair market value of Company common stock is at, or above, $_____, $_____, and $_____, respectively. 100% of the Option Shares may be sold or otherwise disposed of beginning on and after _________________, except as provided elsewhere in this Agreement. The options expire on _________________, unless earlier terminated under this Agreement.

Percentage of Option Shares Which May Be Sold or Disposed of	NYSE Fair Market Value of LNT Shares
33.34%	$____
33.33%	$____
33.33%	$____

        4.            Vesting on Death or Retirement.

                            (a)                  Upon your death,

(i) this Option shall vest and remain exercisable, and may be exercised, only for a period of one year after the date of your death, and

(ii) all Option Shares, whenever acquired, may be sold or disposed of without regard to the schedule contained in Section 3 of this Agreement after the date of your death.

                            (b)                  Upon your “Retirement,” you will continue to be entitled to exercise this Option and to sell or dispose of Option Shares in accordance with the same schedule as provided in Section 3, as if you continued to be an employee of the Company. For the purposes of this Agreement, “Retirement” shall mean termination of employment with the Company at or after the earlier of (i) age 55 and 15 years of service with the Company or (ii) age 60.

        5.        Termination of Employment. Upon the termination of your employment by the Company by reason other than by your death or Retirement, you will be entitled to sell or dispose of only the percentage of Option Shares which you had the right to sell or dispose of under Section 3 as of your termination date and the balance of any Option Shares, whenever acquired in accordance with the terms of this Agreement, may only be sold or disposed of on or after ___________. In addition, the following restrictions shall apply:

                            (a)                  If your employment by the Company is terminated by the Company for “Cause” (as defined below), or if you resign from your employment with the Company (other than for “Good Reason” as defined in and if expressly permitted by any employment agreement between you and the Company), no portion of this Option shall be further exercisable on or after such termination date.

                            (b)                  If your employment is terminated by the Company for any reason other than “Cause”, or if you terminate your employment for “Good Reason” as defined in and if expressly permitted by any employment agreement between you and the Company, this Option shall continue to be outstanding for a period of 90 days following such termination date.

                            (c)                  For the purposes of the Agreement, “Cause” shall include (i) engaging in gross misconduct, fraud, dishonesty, gross negligence or insubordination, (ii) willful misconduct, (iii) an indictment (or similar criminal proceeding) being brought against you for the alleged commission of felony, (iv) becoming subject to a judgment, order, consent decree, consent order, ruling or finding in connection with any federal or state government proceeding, including without limitation, an enforcement, cease and desist, inquiry or other proceeding before the Securities and Exchange Commission, in which you are sanctioned (whether or not denying or admitting the underlying violation or liability) for any violation of the securities laws and/or enjoined from any future violation of the securities laws; or (v) “cause” as defined in your employment agreement with the Company, if applicable.

        6.        Expiration of Options. Notwithstanding anything to the contrary set forth in Sections 3, 4, 5 of this Agreement, under no circumstances shall this Option be exercisable after ____________ or such shorter period as is prescribed in the Plan or this Agreement.

        7.        Designated Beneficiary. You may designate a Beneficiary who will have the right to exercise this Option after your death according to the terms and conditions of this Agreement and the Plan. The form which may be used for this purpose is attached to this Agreement. If you do not designate a Beneficiary by completing the attached form and returning it to the Company, the Company will automatically provide such right to exercise to your estate.

        8.        Exercise. This Option shall be exercised by notice to the Company, accompanied by

(i) full payment in cash or check, or

(ii) an election to exercise this Option by means of a “cashless exercise,” so long as you have the right at the time to sell and dispose of the Option Shares which are the subject of such cashless existence. The procedure and form for any such permitted “cashless exercise” will be provided to you. However, any “cashless exercise” is subject to the insider trading rules under the federal securities laws.

You are prohibited by the federal securities laws from selling or otherwise trading in any of the Company’s common stock at a time when you are in possession of material information which has not been publicly disclosed. You also agree that you will be subject to the Company’s “black-out” policy and to the Company’s “blackout” periods during the term of your employment with the Company and for three (3) months following any termination of employment for any reason.

        9.        Rights as a Shareholder. You shall have no rights as a shareholder with respect to any shares which may be purchased by exercise of this Option unless and until a certificate representing such shares is duly issued and delivered to you. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued except as may be determined in accordance with Section 12(c) of the Plan.

        10.        Withholding Taxes. The Company’s obligation to deliver shares upon the exercise of this Option shall be subject to your satisfaction of all applicable federal, state and local income tax, employment tax and withholding requirements.

        11.        Restrictions on Transfer; Restrictive Legends, Stop-Transfer Orders.

                            (a)                  This Option shall not be transferred, assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. In the event the terms of this paragraph are not complied with by you or if this Option is subject to execution, attachment or similar process, this Option shall immediately become null and void.

                            In addition, during any such period as Option Shares may not be sold or otherwise disposed of under this Agreement, those Option Shares shall not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of. In the event the terms of this paragraph are not complied with or if any such Option Shares so restricted are subject to execution, attachment or similar process, any such transfer shall be null and void.

                            (b)                  You understand and agree that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Option Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, AS SET FORTH IN THE STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND ___________, DATED ___________, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.

                            (c)                  Stop-Transfer Notices. You agree that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

        12.        Anti-Dilution Provisions. If prior to expiration of this Option, there shall occur any change in the outstanding shares of the Company’s common stock by reason of any stock dividend, stock split, combination or exchange of such shares of common stock, merger, consolidation, recapitalization, reorganization, liquidation, dissolution, or similar event, and as often as the same shall occur, then the kind and number of shares subject to this Option, or the purchase price per share of such common stock, or both, may be adjusted by the Compensation Committee of the Board of Directors (the “Committee”) in such manner as it may deem equitable, the determination of which shall be binding and conclusive. Failure of the Committee to provide for any such adjustment shall be conclusive evidence that no adjustment is required.

        13.        Acceptance of Provisions. The execution of this Agreement by you shall constitute your acceptance of and agreement to all of the terms and conditions of the Plan and this Agreement.

        14.        Change in Control. Option Shares may be sold or disposed of at and following the consummation of a Change in Control (as such term is defined in the Plan).

        15.        Confidentiality and Restrictive Covenant Provisions. In consideration of the grant of stock options to you and the compensation now and hereafter paid to you, you hereby acknowledge and agree as follows:

                            (a)           Confidentiality

(i) You are aware that the Company owns proprietary and confidential information and materials covering or related to the Company’s finances, business and operations which from time to time may be disclosed to you or to which you may obtain access or develop or create on behalf of the Company. Such information and materials may include, but are not limited to, sales information, plans and projections, trade secrets, marketing plans, product plans, margin information, vendor compensation, store plans and information, pricing techniques and plans, training programs, strategies, statistical data, forecasts, replenishment programs and systems and other information concerning the Company and its past, present or future operations, financing, sales, marketing or business (collectively “Confidential Information”). Confidential Information does not include information which is or becomes known generally by the public other than through your breach of this Agreement. You acknowledge the confidential and secret character of the Confidential Information and agree that the Confidential Information is the sole, exclusive and extremely valuable property of the Company which gives the Company an advantage over its competitors and is critical to the success of the Company and its business.

(ii) All Confidential Information is the property of the Company and neither your employment nor the disclosure of such information to you should be construed to grant any right, license or authorization to you to use the Confidential Information except in connection with the performance by you of the services for which you are employed by the Company. You will not during your employment by the Company or at any time thereafter exploit, reproduce or use for yourself or any third parties, or divulge or convey to any third parties, any Confidential Information except to the extent that Confidential Information shall be required to be used and/or divulged in order to enable you to perform in the ordinary course the services for which you are then currently employed by the Company.

(iii) You will comply with all regulations established by the Company to maintain the confidentiality of the Confidential Information and will not remove Confidential Information from your place of employment without the express consent of the Company.

(iv) On termination of your employment with the Company or at any other time as the Company may request, you shall end all use of any Confidential Information and return to the Company all originals and copies of any Confidential Information then in or thereafter coming into your possession (in whatever form and however such Confidential Information might be obtained or recorded). You shall not thereafter retain a copy of any such Confidential Information.

                             (b)      Restrictive Covenant

(i) During your employment by the Company and for a period of two (2) years thereafter (the “Restriction Period”), you will not, alone or with others, directly or indirectly, induce or attempt to induce any person who, during the term of your employment with the Company, was an employee or representative of the Company, to terminate his or her employment or relationship with the Company or to violate the terms of any agreement between such employee or representative and the Company, or hire or attempt to hire any employee of the Company within one hundred eighty (180) after the termination of such employee’s relationship with the Company.

(ii)  During your employment by the Company and for a period of two (2) years thereafter, you will not accept any employment or related position, or act as a consultant (either directly or indirectly) with the following competitors of the Company: __________________________________________. In the case of a termination of employment by the Company for any other reason than by “Cause” (as defined in Section 5(b)), the Restriction Period shall terminate immediately upon the employee’s termination of employment.

(iii) You agree that the above restrictions are reasonable and necessary in light of your position and responsibilities with the Company.

                             (c)      Remedies

(i) You acknowledge that the Company will not have an adequate remedy at law for your breach of any provision of this Section 15. You consent to the entry of injunctive or other appropriate equitable relief against you with respect to any such breach (without proof of monetary or immediate damage and without any bond or other security being required), in addition to any other remedies which might be available to the Company at law or in equity.

(ii) Upon your breach of this Section 15, (a) all outstanding options granted to you to purchase common stock of the Company, whether granted pursuant to this Agreement or any earlier agreement regardless of whether vested or not vested in whole or in part, shall be cancelled and/or (b) if such conduct or activity occurs within two years following the exercise of any such option, you shall be required to repay to the Company any gain realized upon the exercise of such option (with such gain valued as of the date of exercise). Any repayment obligation may be satisfied in the Company’s common stock or cash or a combination thereof (based upon the fair market value of common stock on the day prior to the date of payment) and the Committee or the Board is hereby permitted and expressly authorized by you to offset against any future payments owed by the Company or of its subsidiaries to you (including any salary, bonus, severance or other compensation) to satisfy the repayment obligation. The determination of whether you have breached this Section 15 shall be determined by the Committee or the Board in good faith. This Section 15 shall have no application following a termination of employment following a Change in Control (as defined in the Plan).

(iii) You agree to reimburse the Company for all costs and expenses (including, without limitation, court costs and the reasonable fees and expenses of attorneys) incurred by the Company in connection with any action by the Company seeking to enforce this Section 15.

(iv) If any court of competent jurisdiction determines that any provision of this Section 15, as written, is too broad in scope or duration to be enforceable, such provision should be narrowed in scope and duration to the extent (and only to such extent) necessary to make such provision enforceable. The invalidity or unenforceability of any provision or provisions of this Section 15 shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

        16.        Venue and Jurisdiction; Waiver of Jury Trial. Any claim brought by you arising out of or in connection with this Agreement or the Plan (as incorporated herein by reference), the subject matter thereof, or the performance or non-performance of any obligation thereunder (other than a counterclaim maintained by you in an action originally brought by the Company), shall be brought in either the state or federal courts located in the State of New Jersey. You hereby irrevocably submit to the jurisdiction of each of the state or federal courts located in the State of New Jersey for the purposes of any suit, civil action or other proceeding (“Suit”) arising out of or in connection with this Agreement or the Plan, the subject matter thereof, or the performance or non-performance of any obligation thereunder. You hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such Suit, any claim that you are not subject to the jurisdiction of the state or federal courts located in the State of New Jersey, that such Suit is brought in an inconvenient forum, or that the venue of such Suit is improper. You hereby consent to service of process by first-class mail with respect to any action brought by the Company against you arising out of or in connection with this Agreement or the Plan.

YOU HEREBY WAIVE ANY TRIAL BY JURY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PLAN, THE SUBJECT MATTER THEREOF, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION THEREUNDER.

        17.        Miscellaneous. This Agreement and the Plan contain a complete statement of all the arrangements between the parties with respect to their subject matter, and this Agreement cannot be changed except in a writing executed by both parties. However, if and to the extent that the terms of any employment agreement between you and the Company as then in effect modify this Agreement, then while such employment agreement is then in effect, the terms of such employment agreement shall control as between the employment agreement and this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed exclusively in New Jersey. The headings in this Agreement are solely for the convenience of reference and shall not affect its meaning or interpretation.

Please indicate your acceptance of the foregoing terms and conditions by signing a copy of this Agreement and returning it to the Company to the attention of the Compensation Department.

Linens ’n Things, Inc.


By:          
——————————————
Name:     
Title:       
                
                


Date:—————————————— Employee


  
——————————————
    
             




Date:——————————————

EX-10.2

LINENS ’N THINGS, INC.
November 25, 2003
(as modified November _______, 2004)
Stock Option Agreement

Stock Option Agreement

To: ____________,

On November 20, 2003, you were awarded an option to purchase __________ shares (this “Option”) of the common stock $.01 par value per share (the “Shares”) of Linens ‘n Things, Inc. (the “Company”) pursuant to the Company’s Shareholder Approved Plan (the “Plan”). It is the Company’s philosophy that an enhanced sense of ownership by employees is an important element of our long-term success. This stock option grant allows you to share in the continued success of the Company under the Plan.

By signing a copy of this Stock Option Agreement (this “Agreement”), you hereby agree to the following terms and conditions:

        1.        Incorporation by Reference of Plan. The provisions of the Plan are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Terms not defined in this Agreement have the meanings set forth in the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern.

        2.        Option Exercise Price. The option exercise price of the __________ shares awarded to you is $_____ per share, based on the “Fair Market Value*” as of November 20, 2003.

        3.        Vesting. Options vest and are exercisable on and after December 31, 2003, provided however that shares of common stock acquired on exercise of this Option (“Option Shares”) may not be sold or otherwise disposed of except in one-third increments if, and at such point, over ten days (which need not be consecutive) in an established period of thirty days, the closing price of Company common stock is at, or above, $_____, $_____, and $_____, respectively. 100% of the Option Shares may be sold or otherwise disposed of beginning on and after October 20, 2010, except as provided elsewhere in this Agreement. The options expire on November 20, 2010, unless earlier terminated under this Agreement.

Percentage of Option Shares Which May Be Sold or Disposed of	NYSE Closing Price of LNT Shares
33.34%	$____
33.33%	$____
33.33%	$____

        4.            Vesting on Death or Retirement.

                            (a)                  Upon your death,

(i) this Option shall vest and remain exercisable, and may be exercised, only for a period of one year after the date of your death, and

(ii) all Option Shares, whenever acquired, may be sold or disposed of without regard to the schedule contained in Section 3 of this Agreement after the date of your death.

                            (b)                  Upon your “Retirement,” you will continue to be entitled to exercise this Option and to sell or dispose of Option Shares in accordance with the same schedule as provided in Section 3, as if you continued to be an employee of the Company. For the purposes of this Agreement, “Retirement” shall mean termination of employment with the Company at or after the earlier of (i) age 55 and 15 years of service with the Company or (ii) age 60.

        5.        Termination of Employment. Upon the termination of your employment by the Company by reason other than by your death or Retirement, you will be entitled to sell or dispose of only the percentage of Option Shares which you had the right to sell or dispose of under Section 3 as of your termination date and the balance of any Option Shares, whenever acquired in accordance with the terms of this Agreement, may only be sold or disposed of on or after October 20, 2010. In addition, the following restrictions shall apply:

                            (a)                  If your employment by the Company is terminated by the Company for “Cause” (as defined below), or if you resign from your employment with the Company (other than for “Good Reason” as defined in and if expressly permitted by any employment agreement between you and the Company), no portion of this Option shall be further exercisable on or after such termination date.

                            (b)                  If your employment is terminated by the Company for any reason other than “Cause”, or if you terminate your employment for “Good Reason” as defined in and if expressly permitted by any employment agreement between you and the Company, this Option shall continue to be outstanding for a period of 90 days following such termination date.

                            (c)                  For the purposes of the Agreement, “Cause” shall include (i) engaging in gross misconduct, fraud, dishonesty, gross negligence or insubordination, (ii) willful misconduct, (iii) an indictment (or similar criminal proceeding) being brought against you for the alleged commission of felony, (iv) becoming subject to a judgment, order, consent decree, consent order, ruling or finding in connection with any federal or state government proceeding, including without limitation, an enforcement, cease and desist, inquiry or other proceeding before the Securities and Exchange Commission, in which you are sanctioned (whether or not denying or admitting the underlying violation or liability) for any violation of the securities laws and/or enjoined from any future violation of the securities laws; or (v) “cause” as defined in your employment agreement with the Company, if applicable.

        6.        Expiration of Options. Notwithstanding anything to the contrary set forth in Sections 3, 4, 5 of this Agreement, under no circumstances shall this Option be exercisable after November 20, 2010 or such shorter period as is prescribed in the Plan or this Agreement.

        7.        Designated Beneficiary. You may designate a Beneficiary who will have the right to exercise this Option after your death according to the terms and conditions of this Agreement and the Plan. The form which may be used for this purpose is attached to this Agreement. If you do not designate a Beneficiary by completing the attached form and returning it to the Company, the Company will automatically provide such right to exercise to your estate.

        8.        Exercise. This Option shall be exercised by notice to the Company, accompanied by

(i) full payment in cash or check, or

(ii) an election to exercise this Option by means of a “cashless exercise,” so long as you have the right at the time to sell and dispose of the Option Shares which are the subject of such cashless existence. The procedure and form for any such permitted “cashless exercise” will be provided to you. However, any “cashless exercise” is subject to the insider trading rules under the federal securities laws.

You are prohibited by the federal securities laws from selling or otherwise trading in any of the Company’s common stock at a time when you are in possession of material information which has not been publicly disclosed. You also agree that you will be subject to the Company’s “black-out” policy and to the Company’s “blackout” periods during the term of your employment with the Company and for three (3) months following any termination of employment for any reason.

        9.        Rights as a Shareholder. You shall have no rights as a shareholder with respect to any shares which may be purchased by exercise of this Option unless and until a certificate representing such shares is duly issued and delivered to you. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued except as may be determined in accordance with Section 12(c) of the Plan.

        10.        Withholding Taxes. The Company’s obligation to deliver shares upon the exercise of this Option shall be subject to your satisfaction of all applicable federal, state and local income tax, employment tax and withholding requirements.

        11.        Restrictions on Transfer; Restrictive Legends, Stop-Transfer Orders.

                            (a)                  This Option shall not be transferred, assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. In the event the terms of this paragraph are not complied with by you or if this Option is subject to execution, attachment or similar process, this Option shall immediately become null and void.

                            In addition, during any such period as Option Shares may not be sold or otherwise disposed of under this Agreement, those Option Shares shall not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of. In the event the terms of this paragraph are not complied with or if any such Option Shares so restricted are subject to execution, attachment or similar process, any such transfer shall be null and void.

                            (b)                  You understand and agree that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Option Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, AS SET FORTH IN THE STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND ___________, DATED ___________, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.

                            (c)                  Stop-Transfer Notices. You agree that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

        12.        Anti-Dilution Provisions. If prior to expiration of this Option, there shall occur any change in the outstanding shares of the Company’s common stock by reason of any stock dividend, stock split, combination or exchange of such shares of common stock, merger, consolidation, recapitalization, reorganization, liquidation, dissolution, or similar event, and as often as the same shall occur, then the kind and number of shares subject to this Option, or the purchase price per share of such common stock, or both, may be adjusted by the Compensation Committee of the Board of Directors (the “Committee”) in such manner as it may deem equitable, the determination of which shall be binding and conclusive. Failure of the Committee to provide for any such adjustment shall be conclusive evidence that no adjustment is required.

        13.        Acceptance of Provisions. The execution of this Agreement by you shall constitute your acceptance of and agreement to all of the terms and conditions of the Plan and this Agreement.

        14.        Change in Control. Option Shares may be sold or disposed of at and following the consummation of a Change in Control (as such term is defined in the Plan).

        15.        Confidentiality and Restrictive Covenant Provisions. In consideration of the grant of stock options to you and the compensation now and hereafter paid to you, you hereby acknowledge and agree as follows:

                            (a)           Confidentiality

(i) You are aware that the Company owns proprietary and confidential information and materials covering or related to the Company’s finances, business and operations which from time to time may be disclosed to you or to which you may obtain access or develop or create on behalf of the Company. Such information and materials may include, but are not limited to, sales information, plans and projections, trade secrets, marketing plans, product plans, margin information, vendor compensation, store plans and information, pricing techniques and plans, training programs, strategies, statistical data, forecasts, replenishment programs and systems and other information concerning the Company and its past, present or future operations, financing, sales, marketing or business (collectively “Confidential Information”). Confidential Information does not include information which is or becomes known generally by the public other than through your breach of this Agreement. You acknowledge the confidential and secret character of the Confidential Information and agree that the Confidential Information is the sole, exclusive and extremely valuable property of the Company which gives the Company an advantage over its competitors and is critical to the success of the Company and its business.

(ii) All Confidential Information is the property of the Company and neither your employment nor the disclosure of such information to you should be construed to grant any right, license or authorization to you to use the Confidential Information except in connection with the performance by you of the services for which you are employed by the Company. You will not during your employment by the Company or at any time thereafter exploit, reproduce or use for yourself or any third parties, or divulge or convey to any third parties, any Confidential Information except to the extent that Confidential Information shall be required to be used and/or divulged in order to enable you to perform in the ordinary course the services for which you are then currently employed by the Company.

(iii) You will comply with all regulations established by the Company to maintain the confidentiality of the Confidential Information and will not remove Confidential Information from your place of employment without the express consent of the Company.

(iv) On termination of your employment with the Company or at any other time as the Company may request, you shall end all use of any Confidential Information and return to the Company all originals and copies of any Confidential Information then in or thereafter coming into your possession (in whatever form and however such Confidential Information might be obtained or recorded). You shall not thereafter retain a copy of any such Confidential Information.

                             (b)      Restrictive Covenant

(i) During your employment by the Company and for a period of two (2) years thereafter (the “Restriction Period”), you will not, alone or with others, directly or indirectly, induce or attempt to induce any person who, during the term of your employment with the Company, was an employee or representative of the Company, to terminate his or her employment or relationship with the Company or to violate the terms of any agreement between such employee or representative and the Company, or hire or attempt to hire any employee of the Company within one hundred eighty (180) after the termination of such employee’s relationship with the Company.

(ii)  During your employment by the Company and for a period of two (2) years thereafter, you will not accept any employment or related position, or act as a consultant (either directly or indirectly) with the following competitors of the Company: __________________________________________. In the case of a termination of employment by the Company for any other reason than by “Cause” (as defined in Section 5(b)), the Restriction Period shall terminate immediately upon the employee’s termination of employment.

(iii) You agree that the above restrictions are reasonable and necessary in light of your position and responsibilities with the Company.

                             (c)      Remedies

(i) You acknowledge that the Company will not have an adequate remedy at law for your breach of any provision of this Section 15. You consent to the entry of injunctive or other appropriate equitable relief against you with respect to any such breach (without proof of monetary or immediate damage and without any bond or other security being required), in addition to any other remedies which might be available to the Company at law or in equity.

(ii) Upon your breach of this Section 15, (a) all outstanding options granted to you to purchase common stock of the Company, whether granted pursuant to this Agreement or any earlier agreement regardless of whether vested or not vested in whole or in part, shall be cancelled and/or (b) if such conduct or activity occurs within two years following the exercise of any such option, you shall be required to repay to the Company any gain realized upon the exercise of such option (with such gain valued as of the date of exercise). Any repayment obligation may be satisfied in the Company’s common stock or cash or a combination thereof (based upon the fair market value of common stock on the day prior to the date of payment) and the Committee or the Board is hereby permitted and expressly authorized by you to offset against any future payments owed by the Company or of its subsidiaries to you (including any salary, bonus, severance or other compensation) to satisfy the repayment obligation. The determination of whether you have breached this Section 15 shall be determined by the Committee or the Board in good faith. This Section 15 shall have no application following a termination of employment following a Change in Control (as defined in the Plan).

(iii) You agree to reimburse the Company for all costs and expenses (including, without limitation, court costs and the reasonable fees and expenses of attorneys) incurred by the Company in connection with any action by the Company seeking to enforce this Section 15.

(iv) If any court of competent jurisdiction determines that any provision of this Section 15, as written, is too broad in scope or duration to be enforceable, such provision should be narrowed in scope and duration to the extent (and only to such extent) necessary to make such provision enforceable. The invalidity or unenforceability of any provision or provisions of this Section 15 shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

        16.        Venue and Jurisdiction; Waiver of Jury Trial. Any claim brought by you arising out of or in connection with this Agreement or the Plan (as incorporated herein by reference), the subject matter thereof, or the performance or non-performance of any obligation thereunder (other than a counterclaim maintained by you in an action originally brought by the Company), shall be brought in either the state or federal courts located in the State of New Jersey. You hereby irrevocably submit to the jurisdiction of each of the state or federal courts located in the State of New Jersey for the purposes of any suit, civil action or other proceeding (“Suit”) arising out of or in connection with this Agreement or the Plan, the subject matter thereof, or the performance or non-performance of any obligation thereunder. You hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such Suit, any claim that you are not subject to the jurisdiction of the state or federal courts located in the State of New Jersey, that such Suit is brought in an inconvenient forum, or that the venue of such Suit is improper. You hereby consent to service of process by first-class mail with respect to any action brought by the Company against you arising out of or in connection with this Agreement or the Plan.

YOU HEREBY WAIVE ANY TRIAL BY JURY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PLAN, THE SUBJECT MATTER THEREOF, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION THEREUNDER.

        17.        Miscellaneous. This Agreement (as modified herein) and the Plan contain a complete statement of all the arrangements between the parties with respect to their subject matter, and this Agreement cannot be changed except in a writing executed by both parties. However, if and to the extent that the terms of any employment agreement between you and the Company as then in effect modify this Agreement, then while such employment agreement is then in effect, the terms of such employment agreement shall control as between the employment agreement and this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed exclusively in New Jersey. The headings in this Agreement are solely for the convenience of reference and shall not affect its meaning or interpretation.

Please indicate your acceptance of the foregoing terms and conditions by signing a copy of this Agreement and returning it to the Company to the attention of the Compensation Department.

Linens ’n Things, Inc.


By:          
——————————————
Name:     
Title:       
                
                


Date:—————————————— Employee


  
——————————————
    
             




Date:——————————————

EX-10.3

LINENS ’N THINGS

_________________

Restricted Stock Units Agreement

To: __________

                 On __________, you have been awarded __________restricted stock units (“Restricted Stock Units”), each unit representing the right to receive one share of common stock, par value $0.01 per share, of Linens ‘n Things, Inc. (the “Company”) pursuant to the Company’s 2004 Stock Award and Incentive Plan (the “Plan”), subject in all respect to the terms of this Restricted Stock Units Agreement (this “Agreement”).

                 By signing a copy of this Agreement, you hereby agree to the following terms and conditions:

        1.        Incorporation by Reference of Plan. The provisions of the Plan are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Terms not defined in this Agreement have the meanings set forth in the Plan. In the event of any actual conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern.

        2.        Vesting. Except as expressly provided elsewhere in this Agreement, the Restricted Stock Units shall vest according to the dates shown below (each a “Vesting Date”):

Percentage of Shares Which Vest Hereunder	First Date on Which Such Shares Vest
________	________
________	________
________	________
________	________
________	________

        3.        Payment or Conversion of Restricted Stock Units.

(a) On the Vesting Date, the Company shall deliver to you the number of shares of stock corresponding to such vested Restricted Stock Units, except to the extent you have otherwise elected to defer receipt in accordance with terms and conditions determined by the Company. On or before each vesting date set forth in Section 2 of this Agreement, you shall pay to the Company and amount equal to $0.01 multiplied by the number of common shares underlying the Restricted Stock Units which have vested on such date.

(b) For so long as you hold Restricted Stock Units, at the time any dividend is paid with respect to a share of Company common stock, the Company shall pay to you in respect of each Restricted Stock Unit an amount in cash, in Company common stock, in other property or in a combination thereof, in each case having a value equal to the fair market value of such dividend on the dividend payment date (hereinafter “Dividend Equivalents”) subject to any deferral election you may have made in accordance with the Company’s authorization; provided, however, that unless otherwise determined by the Company, any such Dividend Equivalent payment in respect of stock dividends, dividends in kind or extraordinary dividends will be subject to the vesting provisions applicable to such Restricted Stock Unit.

        4.        Change in Control. The Restricted Stock Units granted hereunder shall become fully vested upon a Change in Control (as such term is defined in the Plan) without regard to the vesting schedule contained in Section 2 of this Agreement.

        5.        Vesting on Death. Upon your death during your active employment at the Company, all then outstanding and unvested Restricted Stock Units granted hereunder shall become immediately vested without regard to the vesting schedule contained in Section 2 of this Agreement.

        6.        Vesting on Termination of Employment. Upon the termination of your employment with the Company for any reason other than your death, you will be entitled only to the percentage of the Restricted Stock Units which had vested under this Agreement as of your termination date except as may be otherwise set forth in your written employment agreement executed by you and the Company, if applicable.

        7.        Compliance with Securities Laws. You understand and acknowledge that the Restricted Stock Units issued to you pursuant to this Agreement may not be offered, sold, transferred or otherwise disposed of except in accordance with the Securities Act of 1933, as amended, the rules and regulations thereunder and all applicable state securities laws. You are prohibited by the federal securities laws from selling or otherwise trading in any of the Company’s common stock at a time when you are in possession of material information which has not been publicly disclosed. You also agree that you will be subject to the Company’s “black-out” policy and to the Company’s “blackout” periods during the term of your employment with the Company and for three (3) months following any termination of employment for any reason. In addition, the Restricted Stock Units, like any stock of the Company which you may own directly or indirectly, may not be traded during a period when the Company has advised you that trading in the Company’s stock is prohibited.

        8.        Restrictions on Resale. You understand that the Restricted Stock Units are subject to restrictions set forth in this Agreement and are only transferable on the books and records of the Company and its transfer agent and registrar and that the Company and such transfer agent and registrar will not register any transfer of the Restricted Stock Units which the Company in good faith believes violates the restrictions set forth herein.

        9.        Designated Beneficiary. You may designate a Beneficiary who will have the right to receive the Restricted Stock Units, if any, which vest on your death. The form which may be used for this purpose is attached to this Agreement. If you do not designate a Beneficiary by completing the attached form and returning it to the Company, the Company will automatically default payment to your estate.

        10.        Rights as a Shareholder. You shall have no rights as a shareholder with respect to the common shares underlying any Restricted Stock Units unless and until a certificate representing such common shares is duly issued and delivered to you.

        11.        Withholding Taxes. The Company’s obligation to deliver shares to you upon vesting of any Restricted Stock Units shall be subject to your satisfaction of all applicable federal, state and local income tax, employment tax and withholding requirements.

        12.        Anti-Dilution Provisions. If prior to the vesting of the Restricted Stock Units, there shall occur any change in the outstanding shares of the Company’s common stock by reason of any stock dividend, stock split, combination or exchange of such shares of common stock, merger, consolidation, recapitalization, reorganization, liquidation, dissolution or similar event, and as often as the same shall occur, then the kind and number of Restricted Stock Units may be adjusted by the Compensation Committee of the Board of Directors (the “Committee”) in such manner as it may deem equitable, the determination of which shall be binding and conclusive. Failure of the Committee to provide for any such adjustment shall be conclusive evidence that no adjustment is required.

        13.        Acceptance of Provisions. The execution of this Agreement by you shall constitute your acceptance of and agreement to all of the terms and conditions of the Plan and this Agreement.

        14.        Confidentiality and Restrictive Covenant Provisions. In consideration of the grant of Restricted Stock Units to you and the compensation now and hereafter paid to you, you hereby acknowledge and agree as follows:

(a) Confidentiality

(i) You are aware that the Company owns proprietary and confidential information and materials covering or related to the Company’s finances, business and operations which from time to time may be disclosed to you or to which you may obtain access or develop or create on behalf of the Company. Such information and materials may include, but are not limited to, sales information, plans and projections, trade secrets, marketing plans, product plans, margin information, vendor compensation, store plans and information, pricing techniques and plans, training programs, strategies, statistical data, forecasts, replenishment programs and systems and other information concerning the Company and its past, present or future operations, financing, sales, marketing or business (collectively “Confidential Information”). Confidential Information does not include information which is or becomes known generally by the public other than through your breach of this Agreement. You acknowledge the confidential and secret character of the Confidential Information and agree that the Confidential Information is the sole, exclusive and extremely valuable property of the Company which gives the Company an advantage over its competitors and is critical to the success of the Company and its business.

(ii) All Confidential Information is the property of the Company and neither your employment nor the disclosure of such information to you should be construed to grant any right, license or authorization to you to use the Confidential Information except in connection with the performance by you of the services for which you are employed by the Company. You will not during your employment by the Company or at any time thereafter exploit, reproduce or use for yourself or any third parties, or divulge or convey to any third parties, any Confidential Information except to the extent that Confidential Information shall be required to be used and/or divulged in order to enable you to perform in the ordinary course the services for which you are then currently employed by the Company.

(iii) You will comply with all regulations established by the Company to maintain the confidentiality of the Confidential Information and will not remove Confidential Information from your place of employment without the express consent of the Company.

(iv) On termination of your employment with the Company or at any other time as the Company may request, you shall end all use of any Confidential Information and return to the Company all originals and copies of any Confidential Information then in or thereafter coming into your possession (in whatever form and however such Confidential Information might be obtained or recorded). You shall not thereafter retain a copy of any such Confidential Information.

(b) Restrictive Covenant

(i) During your employment by the Company and for a period of two (2) years thereafter (the “Restriction Period”), you will not, alone or with others, directly or indirectly, induce or attempt to induce any person who, during the term of your employment with the Company, was an employee or representative of the Company, to terminate his or her employment or relationship with the Company or to violate the terms of any agreement between such employee or representative and the Company, or hire or attempt to hire any employee of the Company within one hundred eighty (180) after the termination of such employee’s relationship with the Company.

(ii)  During your employment by the Company and for a period of two (2) years thereafter, you will not accept any employment or related position, or act as a consultant (either directly or indirectly) with the following competitors of the Company: _________________________________________________. In the case of a termination of employment by the Company for any other reason than by “Cause” (as defined in Section 5(b)), the Restriction Period shall terminate immediately upon the employee’s termination of employment.

(iii) You agree that the above restrictions are reasonable and necessary in light of your position and responsibilities with the Company.

(c) Remedies

(i) You acknowledge that the Company will not have an adequate remedy at law for your breach of any provision of this Section 14. You consent to the entry of injunctive or other appropriate equitable relief against you with respect to any such breach (without proof of monetary or immediate damage and without any bond or other security being required), in addition to any other remedies which might be available to the Company at law or in equity.

(ii) Upon your breach of this Section 14, all outstanding Restricted Stock Units granted to you (A) to the extent not yet vested or otherwise not then issued to you for any reason, shall be immediately forfeited and cancelled, and (B) to the extent any such Restricted Stock Units have vested and the certificates for the underlying common shares have been issued to you, the value of such underlying common shares shall be immediately returned by you to the Company, either (x) in “kind” by the transfer and delivery to the Company of that number of shares of Company common stock equal to the number of common shares represented by such vested Restricted Stock Units, (y) in cash equal to the Fair Market Value (as defined in the Plan) of a share of Company common stock on the date of the breach multiplied by the number of common shares represented by such vested Restricted Stock Units, or (z) a combination of (x) and (y). The determination of whether you have breached this Section 14 shall be determined by the Committee or the Board in good faith. This Section 14 shall have no application following a termination of employment following a Change in Control (as defined in the Plan).

(iii) You agree to reimburse the Company for all costs and expenses (including, without limitation, court costs and the reasonable fees and expenses of attorneys) incurred by the Company in connection with any action by the Company seeking to enforce this Section 14.

(iv) If any court of competent jurisdiction determines that any provision of this Section 14, as written, is too broad in scope or duration to be enforceable, such provision should be narrowed in scope and duration to the extent (and only to such extent) necessary to make such provision enforceable. The invalidity or unenforceability of any provision or provisions of this Section 14 shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

        15.        Venue and Jurisdiction; Waiver of Jury Trial. Any claim brought by you arising out of or in connection with this Agreement or the Plan (as incorporated herein by reference), the subject matter thereof, or the performance or non-performance of any obligation thereunder (other than a counterclaim maintained by you in an action originally brought by the Company), shall be brought in either the state or federal courts located in the State of New Jersey. You hereby irrevocably submit to the jurisdiction of each of the state or federal courts located in the State of New Jersey for the purposes of any suit, civil action or other proceeding (“Suit”) arising out of or in connection with this Agreement or the Plan, the subject matter thereof, or the performance or non-performance of any obligation thereunder. You hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such Suit, any claim that you are not subject to the jurisdiction of the state or federal courts located in the State of New Jersey, that such Suit is brought in an inconvenient forum, or that the venue of such Suit is improper. You hereby consent to service of process by first-class mail with respect to any action brought by the Company against you arising out of or in connection with this Agreement or the Plan.

                 YOU HEREBY WAIVE ANY TRIAL BY JURY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PLAN, THE SUBJECT MATTER THEREOF, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION THEREUNDER.

        16.        Miscellaneous. This Agreement and the Plan contain a complete statement of all the arrangements between the parties with respect to their subject matter, and this Agreement cannot be changed except in a writing executed by both parties. However, if and to the extent that the terms of any employment agreement between you and the Company as then in effect modify this Agreement, the while such employment agreement is then in effect, the terms of such employment agreement shall control as between the employment agreement and this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed exclusively in New Jersey. The headings in this Agreement are solely for the convenience of reference and shall not affect its meaning or interpretation.

                 Please indicate your acceptance of the foregoing terms and conditions by signing a copy of this Agreement and returning it to the Company to the attention of the Compensation Department.

Linens ’n Things, Inc.


By:  
——————————————
Name:    
Title:             
                  
                  


Date:—————————————— Employee


  
——————————————
    
             




Date:——————————————

EX-10.4

LINENS ’N THINGS, INC.

Stock Option Agreement

To: ____________,

On _______________, you were awarded an option to purchase __________ shares (this “Option”) of the common stock $.01 par value per share (the “Shares”) of Linens ‘n Things, Inc. (the “Company”) pursuant to the Company’s Shareholder Approved Plan (the “Plan”). It is the Company’s philosophy that an enhanced sense of ownership by employees is an important element of our long-term success. This stock option grant allows you to share in the continued success of the Company under the Plan.

By signing a copy of this Stock Option Agreement (this “Agreement”), you hereby agree to the following terms and conditions:

        1.                      Incorporation by Reference of Plan. The provisions of the Plan are incorporated by reference herein and shall govern as to all matters not expressly provided for in this Agreement. Terms not defined in this Agreement have the meanings set forth in the Plan. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan shall govern.

        2.                             Option Exercise Price. The option exercise price of the __________ shares awarded to you is $_____ per share, based on the “Fair Market Value*” as of _________________.

        3.               Vesting. Options as follows:

        _________________        

        4.              Vesting on Death or Retirement.

        (a)                Upon your death,

(i) this Option shall vest and may be exercised, only for a period of one year after the date of your death, and

(ii) all Option Shares, whenever acquired, may be sold or disposed of without regard to the schedule contained in Section 3 of this Agreement after the date of your death.

        (b)        Upon your “Retirement,” you will continue to be entitled to exercise this Option and to sell or dispose of Option Shares in accordance with the same schedule as provided in Section 3, as if you continued to be an employee of the Company. For the purposes of this Agreement, “Retirement” shall mean termination of employment with the Company at or after the earlier of (i) age 55 and 15 years of service with the Company or (ii) age 60.

        5.        Termination of Employment. Upon the termination of your employment by the Company by reason other than by your death or Retirement, you will be entitled to sell or dispose of only the percentage of Option Shares which you had the right to sell or dispose of under Section 3 as of your termination date and the balance of any Option Shares, whenever acquired in accordance with the terms of this Agreement, may only be sold or disposed of on or after ___________. In addition, the following restrictions shall apply:

        (a)        If your employment by the Company is terminated by the Company for “Cause” (as defined below), or if you resign from your employment with the Company (other than for “Good Reason” as defined in and if expressly permitted by any employment agreement between you and the Company), no portion of this Option shall be further exercisable on or after such termination date.

        (b)        If your employment is terminated by the Company for any reason other than “Cause”, or if you terminate your employment for “Good Reason” as defined in and if expressly permitted by any employment agreement between you and the Company, this Option shall continue to be outstanding for a period of 90 days following such termination date.

        (c)        For the purposes of the Agreement, “Cause” shall include (i) engaging in gross misconduct, fraud, dishonesty, gross negligence or insubordination, (ii) willful misconduct, (iii) an indictment (or similar criminal proceeding) being brought against you for the alleged commission of felony, (iv) becoming subject to a judgment, order, consent decree, consent order, ruling or finding in connection with any federal or state government proceeding, including without limitation, an enforcement, cease and desist, inquiry or other proceeding before the Securities and Exchange Commission, in which you are sanctioned (whether or not denying or admitting the underlying violation or liability) for any violation of the securities laws and/or enjoined from any future violation of the securities laws; or (v) “cause” as defined in your employment agreement with the Company, if applicable.

        6.        Expiration of Options. Notwithstanding anything to the contrary set forth in Sections 3, 4, 5 of this Agreement, under no circumstances shall this Option be exercisable after ____________ or such shorter period as is prescribed in the Plan or this Agreement.

        7.        Designated Beneficiary. You may designate a Beneficiary who will have the right to exercise this Option after your death according to the terms and conditions of this Agreement and the Plan. The form which may be used for this purpose is attached to this Agreement. If you do not designate a Beneficiary by completing the attached form and returning it to the Company, the Company will automatically provide such right to exercise to your estate.

        8.        Exercise. This Option shall be exercised by notice to the Company, accompanied by

(i) full payment in cash or check, or

(ii) an election to exercise this Option by means of a “cashless exercise,” so long as you have the right at the time to sell and dispose of the Option Shares which are the subject of such cashless existence. The procedure and form for any such permitted “cashless exercise” will be provided to you. However, any “cashless exercise” is subject to the insider trading rules under the federal securities laws.

You are prohibited by the federal securities laws from selling or otherwise trading in any of the Company’s common stock at a time when you are in possession of material information which has not been publicly disclosed. You also agree that you will be subject to the Company’s “black-out” policy and to the Company’s “blackout” periods during the term of your employment with the Company and for three (3) months following any termination of employment for any reason.

        9.        Rights as a Shareholder. You shall have no rights as a shareholder with respect to any shares which may be purchased by exercise of this Option unless and until a certificate representing such shares is duly issued and delivered to you. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued except as may be determined in accordance with Section 12(c) of the Plan.

        10.        Withholding Taxes. The Company’s obligation to deliver shares upon the exercise of this Option shall be subject to your satisfaction of all applicable federal, state and local income tax, employment tax and withholding requirements.

        11.        Restrictions on Transfer; Restrictive Legends, Stop-Transfer Orders.

        (a)        This Option shall not be transferred, assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. In the event the terms of this paragraph are not complied with by you or if this Option is subject to execution, attachment or similar process, this Option shall immediately become null and void.

                 In addition, during any such period as Option Shares may not be sold or otherwise disposed of under this Agreement, those Option Shares shall not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of. In the event the terms of this paragraph are not complied with or if any such Option Shares so restricted are subject to execution, attachment or similar process, any such transfer shall be null and void.

        (b)        You understand and agree that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Option Shares together with any other legends that may be required by the Company or by applicable state or federal securities laws:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, AS SET FORTH IN THE STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND ___________, DATED ___________, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.

        (c)        Stop-Transfer Notices. You agree that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

        12.        Anti-Dilution Provisions. If prior to expiration of this Option, there shall occur any change in the outstanding shares of the Company’s common stock by reason of any stock dividend, stock split, combination or exchange of such shares of common stock, merger, consolidation, recapitalization, reorganization, liquidation, dissolution, or similar event, and as often as the same shall occur, then the kind and number of shares subject to this Option, or the purchase price per share of such common stock, or both, may be adjusted by the Compensation Committee of the Board of Directors (the “Committee”) in such manner as it may deem equitable, the determination of which shall be binding and conclusive. Failure of the Committee to provide for any such adjustment shall be conclusive evidence that no adjustment is required.

        13.        Acceptance of Provisions. The execution of this Agreement by you shall constitute your acceptance of and agreement to all of the terms and conditions of the Plan and this Agreement.

        14.        Change in Control. Option Shares may be sold or disposed of at and following the consummation of a Change in Control (as such term is defined in the Plan).

        15.        Confidentiality and Restrictive Covenant Provisions. In consideration of the grant of stock options to you and the compensation now and hereafter paid to you, you hereby acknowledge and agree as follows:

         (a)        Confidentiality

(i) You are aware that the Company owns proprietary and confidential information and materials covering or related to the Company’s finances, business and operations which from time to time may be disclosed to you or to which you may obtain access or develop or create on behalf of the Company. Such information and materials may include, but are not limited to, sales information, plans and projections, trade secrets, marketing plans, product plans, margin information, vendor compensation, store plans and information, pricing techniques and plans, training programs, strategies, statistical data, forecasts, replenishment programs and systems and other information concerning the Company and its past, present or future operations, financing, sales, marketing or business (collectively “Confidential Information”). Confidential Information does not include information which is or becomes known generally by the public other than through your breach of this Agreement. You acknowledge the confidential and secret character of the Confidential Information and agree that the Confidential Information is the sole, exclusive and extremely valuable property of the Company which gives the Company an advantage over its competitors and is critical to the success of the Company and its business.

(ii) All Confidential Information is the property of the Company and neither your employment nor the disclosure of such information to you should be construed to grant any right, license or authorization to you to use the Confidential Information except in connection with the performance by you of the services for which you are employed by the Company. You will not during your employment by the Company or at any time thereafter exploit, reproduce or use for yourself or any third parties, or divulge or convey to any third parties, any Confidential Information except to the extent that Confidential Information shall be required to be used and/or divulged in order to enable you to perform in the ordinary course the services for which you are then currently employed by the Company.

(iii) You will comply with all regulations established by the Company to maintain the confidentiality of the Confidential Information and will not remove Confidential Information from your place of employment without the express consent of the Company.

(iv) On termination of your employment with the Company or at any other time as the Company may request, you shall end all use of any Confidential Information and return to the Company all originals and copies of any Confidential Information then in or thereafter coming into your possession (in whatever form and however such Confidential Information might be obtained or recorded). You shall not thereafter retain a copy of any such Confidential Information.

         (b)        Restrictive Covenant

(i) During your employment by the Company and for a period of two (2) years thereafter (the “Restriction Period”), you will not, alone or with others, directly or indirectly, induce or attempt to induce any person who, during the term of your employment with the Company, was an employee or representative of the Company, to terminate his or her employment or relationship with the Company or to violate the terms of any agreement between such employee or representative and the Company, or hire or attempt to hire any employee of the Company within one hundred eighty (180) after the termination of such employee’s relationship with the Company.

(ii) During your employment by the Company and for a period of two (2) years thereafter, you will not accept any employment or related position, or act as a consultant (either directly or indirectly) with the following competitors of the Company: _____________. In the case of a termination of employment by the Company for any other reason than by “Cause” (as defined in Section 5(b)), the Restriction Period shall terminate immediately upon the employee’s termination of employment.

(iii) You agree that the above restrictions are reasonable and necessary in light of your position and responsibilities with the Company.

         (c)        Remedies

(i) You acknowledge that the Company will not have an adequate remedy at law for your breach of any provision of this Section 15. You consent to the entry of injunctive or other appropriate equitable relief against you with respect to any such breach (without proof of monetary or immediate damage and without any bond or other security being required), in addition to any other remedies which might be available to the Company at law or in equity.

(ii) Upon your breach of this Section 15, (a) all outstanding options granted to you to purchase common stock of the Company, whether granted pursuant to this Agreement or any earlier agreement regardless of whether vested or not vested in whole or in part, shall be cancelled and/or (b) if such conduct or activity occurs within two years following the exercise of any such option, you shall be required to repay to the Company any gain realized upon the exercise of such option (with such gain valued as of the date of exercise). Any repayment obligation may be satisfied in the Company’s common stock or cash or a combination thereof (based upon the fair market value of common stock on the day prior to the date of payment) and the Committee or the Board is hereby permitted and expressly authorized by you to offset against any future payments owed by the Company or of its subsidiaries to you (including any salary, bonus, severance or other compensation) to satisfy the repayment obligation. The determination of whether you have breached this Section 15 shall be determined by the Committee or the Board in good faith. This Section 15 shall have no application following a termination of employment following a Change in Control (as defined in the Plan).

(iii) You agree to reimburse the Company for all costs and expenses (including, without limitation, court costs and the reasonable fees and expenses of attorneys) incurred by the Company in connection with any action by the Company seeking to enforce this Section 15.

(iv) If any court of competent jurisdiction determines that any provision of this Section 15, as written, is too broad in scope or duration to be enforceable, such provision should be narrowed in scope and duration to the extent (and only to such extent) necessary to make such provision enforceable. The invalidity or unenforceability of any provision or provisions of this Section 15 shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

        16.        Venue and Jurisdiction; Waiver of Jury Trial. Any claim brought by you arising out of or in connection with this Agreement or the Plan (as incorporated herein by reference), the subject matter thereof, or the performance or non-performance of any obligation thereunder (other than a counterclaim maintained by you in an action originally brought by the Company), shall be brought in either the state or federal courts located in the State of New Jersey. You hereby irrevocably submit to the jurisdiction of each of the state or federal courts located in the State of New Jersey for the purposes of any suit, civil action or other proceeding (“Suit”) arising out of or in connection with this Agreement or the Plan, the subject matter thereof, or the performance or non-performance of any obligation thereunder. You hereby waive and agree not to assert by way of motion, as a defense or otherwise in any such Suit, any claim that you are not subject to the jurisdiction of the state or federal courts located in the State of New Jersey, that such Suit is brought in an inconvenient forum, or that the venue of such Suit is improper. You hereby consent to service of process by first-class mail with respect to any action brought by the Company against you arising out of or in connection with this Agreement or the Plan.

YOU HEREBY WAIVE ANY TRIAL BY JURY WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PLAN, THE SUBJECT MATTER THEREOF, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION THEREUNDER.

        17.        Miscellaneous. This Agreement and the Plan contain a complete statement of all the arrangements between the parties with respect to their subject matter, and this Agreement cannot be changed except in a writing executed by both parties. However, if and to the extent that the terms of any employment agreement between you and the Company as then in effect modify this Agreement, then while such employment agreement is then in effect, the terms of such employment agreement shall control as between the employment agreement and this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and to be performed exclusively in New Jersey. The headings in this Agreement are solely for the convenience of reference and shall not affect its meaning or interpretation.

Please indicate your acceptance of the foregoing terms and conditions by signing a copy of this Agreement and returning it to the Company to the attention of the Compensation Department.

Linens ’n Things, Inc.


By:          
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Name:     
Title:       
                
                


Date:—————————————— Employee


  
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