8-K

UNITED STATES  SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 24, 2009
Burlington Coat Factory Investments Holdings, Inc. (Exact Name of Registrant As Specified In Charter)
Delaware (State or Other Jurisdiction of Incorporation)	333-137917 (Commission File Number)	20-4663833 (IRS Employer Identification No.)
1830 Route 130 North Burlington, New Jersey 08016 (Address of Principal Executive Offices, including Zip Code)
(609) 387-7800 (Registrant’s telephone number, including area code)
Not applicable (Former Name or Former Address, if Changed Since Last Report) 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;  Compensatory Arrangements of Certain Officers
Item 9.01	Financial Statements and Exhibits

SIGNATURE

2

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

On March 19, 2009, the Board of Directors (the “Board”) and the stockholders of Burlington Coat Factory Holdings, Inc. (the “Company”) approved an amendment (the “Plan Amendment”) to the Company’s 2006 Management Incentive Plan (the “Plan”) to increase the number of shares of the Company’s Class A Common Stock and Class L Common Stock that may be delivered in satisfaction of awards under the Plan by 1,006,704 and 111,856, respectively.  A copy of the Plan Amendment is attached as Exhibit 10.1 to this Form 8-K.

On April 24, 2009, the Board approved new forms of (i) Non-Qualified Stock Option Agreements applicable to certain members of executive management (in the form attached to this Form 8-K as Exhibit 10.2) and other members of management (in the form attached to this Form 8-K as Exhibit 10.3), both of which are substantially similar to the preexisting form of Non-Qualified Stock Option Agreement with the exception that the new forms grant options to purchase units of the Company’s securities in two (instead of three) tranches, of which two-thirds of the options granted will be in tranche 1 and one-third will be in tranche 2, whereas previously the options under an award were divided equally among the three tranches; and (ii) Restricted Stock Grant Agreements applicable to certain members of executive management (in the form attached to this Form 8-K as Exhibit 10.4) and other members of management (in the form attached to this Form 8-K as Exhibit 10.5), both of which are substantially similar to the preexisting form of Restricted Stock Agreement except that (i) awards granted under the new agreements vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date (instead of vesting 100% on the first anniversary of the grant date); and (ii) the new agreements contain a mechanism by which recipients of awards granted thereunder may comply with certain of their income tax obligations relating to such awards.

In order to conform outstanding options to the new forms of option agreements described in the preceding paragraph, on April 24, 2009 the Board also approved amendments to (i) certain outstanding option agreements entered into prior to 2007 with members of executive management (in the form attached to this Form 8-K as Exhibit 10.6) and other members of management (in the form attached to this Form 8-K as Exhibit 10.7) which combine tranche 3 of said options with tranche 1 of such options; provided, however, that the options previously in tranche 3 will have the same exercise price as tranche 1 but will commence a new five year vesting period from and after the date of each amendment; and (ii) certain outstanding option agreements entered into after 2006 with members of executive management (in the form attached to this Form 8-K as Exhibit 10.8) and other members of management (in the form attached to this Form 8-K as Exhibit 10.9) to (a) re-price tranche 1 of the options granted thereunder; and (b) combine tranche 3 with tranche 1 as stated.

Item 9.01                      Financial Statements and Exhibits

 (d)

Exhibit No.          Description

10.1 Amendment No. 2 to the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan dated as of  March 19, 2009

10.2 Form of Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees with Employment Agreements

10.3 Form of Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees without Employment Agreements

10.4 Form of Restricted Stock Grant Agreement between Burlington Coat Factory Holdings, Inc. and Employees with Employment Agreements

10.5 Form of Restricted Stock Grant Agreement between Burlington Coat Factory Holdings, Inc. and Employees without Employment Agreements

10.6 Form of Initial Amendment to Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees with Employment Agreements

10.7 Form of Initial Amendment to Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees without Employment Agreements

10.8 Form of Subsequent Amendment to Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees with Employment Agreements

10.9 Form of Subsequent Amendment to Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees without Employment Agreements

3

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.

BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC.

/s/    Paul C. Tang

Paul C. Tang

Executive Vice President

Date: April 30, 2009

4

EXHIBIT INDEX

Exhibit No.          Description

10.1 Amendment No. 2 to the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan dated as of  March 19, 2009

10.2 Form of Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees with Employment Agreements

10.3 Form of Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and  Employees without Employment Agreements

10.4 Form of Restricted Stock Grant Agreement between Burlington Coat Factory Holdings, Inc. and Employees with Employment Agreements

10.5 Form of Restricted Stock Grant Agreement between Burlington Coat Factory Holdings, Inc. and Employees without Employment Agreements

10.6 Form of Initial Amendment to Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees with Employment Agreements

10.7 Form of Initial Amendment to Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees without Employment Agreements

10.8 Form of Subsequent Amendment to Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees with Employment Agreements

10.9 Form of Subsequent Amendment to Non-Qualified Stock Option Agreement between Burlington Coat Factory Holdings, Inc. and Employees without Employment Agreements

5

EX-10.1

Exhibit 10.1

AMENDMENT No. 2

 to the

BURLINGTON COAT FACTORY HOLDINGS, INC.

2006 MANAGEMENT INCENTIVE PLAN

This Amendment No. 2 (“Amendment”) to the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan (the “Plan”) is made as of the 19th day of March 2009.

WHEREAS, the Plan was adopted by the Board of Directors of Burlington Coat Factory Holdings, Inc., a Delaware corporation (the “Corporation”) as of April 13, 2006; and

WHEREAS, the Plan was previously amended by Amendment No. 1 thereto dated as of December 2, 2008; and

WHEREAS, the Board desires to further amend the Plan to increase the number of shares of capital stock available for Awards to be granted under the Plan;

NOW, THEREFORE, the Plan is amended as follows:

1.   All defined terms used in this Amendment shall have the meanings ascribed to them under the Plan.

2.   The first sentence of Section 4(a) of the Plan is hereby deleted and replaced by the following:

“A maximum of 6,574,302 shares of Class A Common and 730,478 shares of Class L Common may be delivered in satisfaction of Awards under the Plan.”

          3.  All other terms and conditions of the Plan are hereby confirmed and ratified.

EX-10.2

Exhibit 10.2

Burlington Coat Factory Holdings, Inc.

2006 Management Incentive Plan

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH HEREIN AND IN THE STOCKHOLDERS AGREEMENT AMONG BURLINGTON COAT FACTORY HOLDINGS, INC. AND CERTAIN INVESTORS AND MANAGERS, DATED AS OF APRIL 13, 2006 (THE “STOCKHOLDERS AGREEMENT”).  THIS OPTION AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION CONSTITUTE “MANAGEMENT SHARES” AS DEFINED THEREIN.

Burlington Coat Factory Holdings, Inc.

Non-Qualified Stock Option Agreement

This agreement evidences a stock option granted by Burlington Coat Factory Holdings, Inc., a Delaware corporation (the “Company”), to the undersigned (the “Employee”), pursuant to, and subject to the terms of the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan (the “Plan”), which is incorporated herein by reference and of which the Employee hereby acknowledges receipt.  For the purpose of this Agreement, the “Grant Date” shall mean _________, 2009.  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

1.Grant of Option.  This certificate evidences the grant by the Company on the Grant Date to the Employee of an option to purchase (the “Option”), in whole or in part, on the terms provided herein and in the Plan, the following Units as set forth below.

(a)   [«Tranch1»] Units at $90 per Unit (the “Tranche 1 Options”); and

(b)   [«Tranch2»] Units at $180 per Unit (the “Tranche 2 Options” and together with the Tranche 1 Options, the “Options”).

Each “Unit” consists of 9 shares of Class A Common Stock of the Company, par value $.001 per share, and 1 share of Class L Common Stock of the Company, par value $.001 per share, subject to adjustment as provided in the Plan.  The Option evidenced by this certificate is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”).

2.Vesting and Exercisability.

(a)   Vesting of Units. Except as otherwise specifically provided herein, the Options shall vest according to the following schedule:

(i)   40% on second anniversary of the Grant Date;

(ii)   20% on third anniversary of the Grant Date;

(iii)   20% on fourth anniversary of the Grant Date; and

(iv)   20% on the fifth anniversary of the Grant Date.

All Options shall become exercisable in the event of a Change of Control (as defined in the Stockholders Agreement).

(b)   Exercisability of Option .  Subject to the terms of the Plan, Options may be exercised in whole or in part at any time following such time as such Option vests.  The latest date on which an Option may be exercised (the “Final Exercise Date”) is the date which is the tenth anniversary of the Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement.  For the avoidance of doubt the Option may only be exercised for whole Units and not any individual component shares thereof.

3.Exercise of Option. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Employee or by his or her executor or administrator or by the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan.

4.Cessation of Employment.  Unless the Administrator determines otherwise, the following will apply if the Employee’s Employmentceases:

(a)   Options that have not vested will terminate immediately.

(b)   Units that were issued upon an exercise of the Option (including Units issued upon exercise of Options contemplated by clause (c) below) will be subject to the call options described in Sections 5 of the Stockholders Agreement.

(c)   Subject to the terms of Section 6(a)(3) of the Plan, the vested Options will remain exercisable for the shorter of (i) a period of 60 days or (ii) the period ending on the Final Exercise Date, and will thereupon terminate.

5.Share Restrictions, etc.  The Employee’s rights with respect to the Option and shares of Stock issued upon exercise of the Option are subject to the restrictions and other provisions contained in the Plan and the Stockholders Agreement in addition to such other restrictions, if any, as may be imposed by law.  In the event of a conflict between the Plan and the Stockholders Agreement, the Stockholders Agreement shall control.

6.Legends, Retention of Shares, etc.  Shares of  Stock comprising Units issued upon exercise of the Option shall bear such legends as are required by the Stockholders Agreement and as may be determined by the Administrator prior to issuance.  Unvested Units purchased by the Employee upon an exercise of the Option may be retained by the Company until such Units vest.

7.Transfer of Option. This Option is not transferable by the Employee other than in accordance with the Stockholders Agreement.

8.Effect on Employment.  Neither the grant of this Option, nor the issuance of Units upon exercise of this Option shall give the Employee any right to be retained in the employ of the Company or its Affiliates, affect the right of the Company or its Affiliates to discharge or discipline the Employee at any time or affect any right of Employee to terminate his employment at any time.

9.Certain Important Tax Matters.  The Employee expressly acknowledges that the Employee’s rights hereunder, including the right to be issued Units upon exercise of Options, are subject to the Employee promptly paying to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld.  The Employee also authorizes the Company or its subsidiaries to withhold such amount from any amounts otherwise owed to the Employee.

10.Provisions of the Plan.  This Option is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  A copy of the Plan as in effect on the date of the grant of this Option has been furnished to the Employee.  By exercising all or any part of this Option, the Employee agrees to be bound by the terms of the Plan and this Option.  In the event of any conflict between the terms of this Option and the Plan, the terms of this Option shall control.

2

11.General.  For purposes of this Option and any determinations to be made by the Administrator hereunder, the determinations by the Administrator shall be binding upon the Employee and any transferee.

Furthermore, by acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a Manager (and to the extent the undersigned is not already a party thereto, the undersigned shall execute a joinder thereto in form and substance acceptable to the Company).  The Option and shares of Stock comprising Units issued upon exercise of the Option will be treated as Management Shares under the Stockholders Agreement.

In Witness Whereof, the undersigned Company and Employee each have executed this Non-Qualified Stock Option Agreement as of the ___ day of_________, 2009.

The Company: BURLINGTON COAT FACTORY HOLDINGS, INC.

By: ____________________________

Name:

Title:

The Employee:

________________________________

[                      ]

3

EX-10.3

Exhibit 10.3

Burlington Coat Factory Holdings, Inc.

2006 Management Incentive Plan

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH HEREIN AND IN THE STOCKHOLDERS AGREEMENT AMONG BURLINGTON COAT FACTORY HOLDINGS, INC. AND CERTAIN INVESTORS AND MANAGERS, DATED AS OF APRIL 13, 2006 (THE “STOCKHOLDERS AGREEMENT”).  THIS OPTION AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION CONSTITUTE “MANAGEMENT SHARES” AS DEFINED THEREIN.

Burlington Coat Factory Holdings, Inc.

Non-Qualified Stock Option Agreement

This agreement evidences a stock option granted by Burlington Coat Factory Holdings, Inc., a Delaware corporation (the “Company”), to the undersigned (the “Employee”), pursuant to, and subject to the terms of the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan (the “Plan”), which is incorporated herein by reference and of which the Employee hereby acknowledges receipt.  For the purpose of this Agreement, the “Grant Date” shall mean _______, 200_.  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

1.Grant of Option.  This certificate evidences the grant by the Company on the Grant Date to the Employee of an option to purchase (the “Option”), in whole or in part, on the terms provided herein and in the Plan, the following Units as set forth below.

(a)   [«Tranch1»] Units at $90 per Unit (the “Tranche 1 Options”); and

(b)   [«Tranch2»] Units at $180 per Unit (the “Tranche 2 Options” and together with the Tranche 1 Options, the “Options”).

Each “Unit” consists of 9 shares of Class A Common Stock of the Company, par value $.001 per share, and 1 share of Class L Common Stock of the Company, par value $.001 per share, subject to adjustment as provided in the Plan.  The Option evidenced by this certificate is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”).

2.Vesting and Exercisability.

(a)   Vesting of Units. Except as otherwise specifically provided herein, the Options shall vest according to the following schedule:

(i)   40% on second anniversary of the Grant Date;

(ii)   20% on third anniversary of the Grant Date;

(iii)   20% on fourth anniversary of the Grant Date; and

(iv)   20% on the fifth anniversary of the Grant Date.

All Options shall become exercisable in the event of a Change of Control (as defined in the Stockholders Agreement).

(b)   Exercisability of Option .  Subject to the terms of the Plan, Options may be exercised in whole or in part at any time following such time as such Option vests.  The latest date on which an Option may be exercised (the “Final Exercise Date”) is the date which is the tenth anniversary of the Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement.  For the avoidance of doubt the Option may only be exercised for whole Units and not any individual component shares thereof.

3.Exercise of Option. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Employee or by his or her executor or administrator or by the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan.

4.Cessation of Employment.  Unless the Administrator determines otherwise, the following will apply if the Employee’s Employmentceases:

(a)   Options that have not vested will terminate immediately.

(b)   Units that were issued upon an exercise of the Option (including Units issued upon exercise of Options contemplated by clause (c) below) will be subject to the call options described in Sections 5 of the Stockholders Agreement.

(c)   Subject to the terms of Section 6(a)(3) of the Plan, the vested Options will remain exercisable for the shorter of (i) a period of 60 days or (ii) the period ending on the Final Exercise Date, and will thereupon terminate.

5.Share Restrictions, etc.  The Employee’s rights with respect to the Option and shares of Stock issued upon exercise of the Option are subject to the restrictions and other provisions contained in the Plan and the Stockholders Agreement in addition to such other restrictions, if any, as may be imposed by law.  In the event of a conflict between the Plan and the Stockholders Agreement, the Stockholders Agreement shall control.

6.Legends, Retention of Shares, etc.  Shares of  Stock comprising Units issued upon exercise of the Option shall bear such legends as are required by the Stockholders Agreement and as may be determined by the Administrator prior to issuance.  Unvested Units purchased by the Employee upon an exercise of the Option may be retained by the Company until such Units vest.

7.Transfer of Option. This Option is not transferable by the Employee other than in accordance with the Stockholders Agreement.

8.Effect on Employment.  Neither the grant of this Option, nor the issuance of Units upon exercise of this Option shall give the Employee any right to be retained in the employ of the Company or its Affiliates, affect the right of the Company or its Affiliates to discharge or discipline the Employee at any time or affect any right of Employee to terminate his employment at any time.

9.Certain Important Tax Matters.  The Employee expressly acknowledges that the Employee’s rights hereunder, including the right to be issued Units upon exercise of Options, are subject to the Employee promptly paying to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld.  The Employee also authorizes the Company or its subsidiaries to withhold such amount from any amounts otherwise owed to the Employee.

10.Provisions of the Plan.  This Option is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  A copy of the Plan as in effect on the date of the grant of this Option has been furnished to the Employee.  By exercising all or any part of this Option, the Employee agrees to be bound by the terms of the Plan and this Option.  In the event of any conflict between the terms of this Option and the Plan, the terms of this Option shall control.

2

11.Non-Compete, Non-Solicitation.

(a)   In further consideration of the Award granted to Employee hereunder, Employee acknowledges and agrees that during the course of Employee’s employment with the Company and its subsidiaries Employee shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, with the Company’s trade secrets and with other confidential information and that Employee’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries, and therefore, Employee agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, for a period of one year thereafter (the “Non-Compete Period”), Employee shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently operates or plans to operate.  Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation.  For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Marshall’s, Ross Stores, Steinmart, Century 21, Forman Mills, Schottenstein Stores and Daffy Dan’s.

(b)   During the Non-Compete Period, Employee shall not, directly or indirectly, and shall ensure that any person or entity controlled by Employee does not, (i) induce or attempt to induce any employee of the Company or any subsidiary to leave the employ of the Company or such subsidiary, or in any way interfere with the relationship between the Company or any subsidiary and any employee thereof, (ii) hire, directly or through another person, any person (whether or not solicited) who was an Employee of the Company or any subsidiary at any time within the one year period before Employee’s termination from employment, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any subsidiary to cease doing business with the Company or such subsidiary, assist any Competing Business or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary (Employee understands that any person or entity that Employee contacted during the one year period prior to the date of Employee’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company and its subsidiaries as to whom the Company has a protectible proprietary interest) or (iv) make or solicit or encourage others to make or solicit directly or indirectly any defamatory statement or communication about the Company or any of its subsidiaries or any of their respective businesses, products, services or activities (it being understood that such restriction shall not prohibit truthful testimony compelled by valid legal process).

12.Enforcement.

(a)   Employee acknowledges and agrees that the Company entered into this Agreement in reliance on the provisions of Section 11 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its subsidiaries and other Confidential Information and goodwill of the Company and its subsidiaries to the extent and for the periods of time expressly agreed to herein.  Employee acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Employee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its subsidiaries now existing or to be developed in the future.  Employee expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

3

(b)   Notwithstanding any provision to the contrary herein, the Company or its subsidiaries may pursue, at its discretion, enforcement of Section 11 in any court of competent jurisdiction (each, a “Court”).

(c)   Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.  More specifically, if any Court determines that any of the covenants set forth in Section 11 are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law.

(d)   Because Employee’s services are unique and because Employee has intimate knowledge of and access to confidential information and work product, the parties hereto agree that money damages would not be an adequate remedy for any breach of Section 11, and any breach of the terms of Section 11 would result in irreparable injury and damage to the Company and its subsidiaries for which the Company and its subsidiaries would have no adequate remedy at law.  Therefore, in the event of a breach or threatened breach of Section 11, the Company or its successors or assigns, in addition to any other rights and remedies existing in their favor at law or in equity, shall be entitled to specific performance and/or immediate injunctive or other equitable relief from a Court in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security), without having to prove damages.  The terms of this Section 12 shall not prevent the Company or any of its subsidiaries from pursuing any other available remedies for any breach or threatened breach of this Agreement, including the recovery of damages from Employee.

13.General.  For purposes of this Option and any determinations to be made by the Administrator hereunder, the determinations by the Administrator shall be binding upon the Employee and any transferee.

Furthermore, by acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a Manager (and to the extent the undersigned is not already a party thereto, the undersigned shall execute a joinder thereto in form and substance acceptable to the Company).  The Option and shares of Stock comprising Units issued upon exercise of the Option will be treated as Management Shares under the Stockholders Agreement.

4

In Witness Whereof, the undersigned Company and Employee each have executed this Non-Qualified Stock Option Agreement as of the ___ day of __________, 2009.

The Company: BURLINGTON COAT FACTORY HOLDINGS, INC.

By: ____________________________

Name:

Title:

The Employee:

________________________________

[                      ]

5

EX-10.4

Exhibit 10.4

RESTRICTED STOCK GRANT AGREEMENT

PURSUANT TO BURLINGTON COAT FACTORY HOLDINGS, INC.

2006 MANAGEMENT INCENTIVE PLAN

THIS AGREEMENT (the “Agreement”) is entered into as of ________, 2009 between Burlington Coat Factory Holdings, Inc., a Delaware corporation (the “Company”), and [____] (the “Participant”).  Capitalized terms not otherwise defined herein shall have the meaning set forth in the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan (the “Plan”).

Recitals

WHEREAS, the Participant is an employee of Burlington Coat Factory Warehouse Corporation, a subsidiary of the Company (the “Subsidiary”);

WHEREAS, the Company has adopted the 2006 Management Incentive Plan (the “Plan”) providing for the grant under certain circumstances of certain equity incentive awards, including shares of Restricted Stock;

WHEREAS, the Company, under the terms and conditions set forth below, desires to grant Participant an Award of Restricted Stock (the “Award”) pursuant to the terms set forth in the Plan; and

WHEREAS, in consideration of the grant of the Award and other benefits, the Participant is willing to accept the Award provided for in this Agreement and is willing to abide by the obligations imposed on him under this Agreement and the Plan.

Provisions

NOW, THEREFORE, in consideration of the mutual benefits hereinafter provided, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the Company and the Participant, intending to be legally bound, hereby agree as follows:

1.   Restricted Stock Award.  The Company hereby grants to the Participant, subject to the terms and conditions set forth or incorporated herein, an Award consisting of a total of [_] shares of Class A Common and [_] shares of Class L Common, subject to adjustment under the Plan (the “Shares”).  For the purposes hereof, each Nine (9) shares of Class A Common Stock and One (1) share of Class L Common Stock shall constitute a “Unit.”  Upon the execution and delivery of this Agreement, the Company will, subject to Section 6 below, issue to the Participant the Shares granted hereunder, and such Shares shall constitute Restricted Stock pursuant to the Plan.

2.   Effect of the Plan.  The Award granted under this Agreement is subject to all of the terms and conditions of the Plan, which are incorporated by reference and made a part of this Agreement.  The Participant will abide by, and the Award granted to the Participant will be subject to, all of the provisions of the Plan and of this Agreement, together with all rules and determinations from time to time issued by the Committee established to administer the Plan.

3.   Restriction Period.  The restriction period applicable to the Award granted hereunder is as follows:

(a)   All Shares shall be unvested at issuance.  Subject to Section 3(b) below, (i) 50% of the Shares shall vest on the second anniversary date of this Agreement(or the following business day if such date is not a business day) if the Participant remains continuously employed by the Company on such date and (ii) 50% of the Shares shall vest on the third anniversary date of this Agreement(or the following business day if such date is not a business day) if the Participant remains continuously employed by the Company on such date; provided, that 100% of the Shares shall vest if Participant’s employment is earlier terminated as a result of the Participant’s death or Disability.

(b)   Following a “Change of Control” (as defined in the Stockholders Agreement”), vesting of unvested Shares shall not accelerate by reason of such Change of Control; provided, however, that 100% of the Shares shall vest if, following a Change of Control, the employment of the Participant is terminated by the Company or by the Subsidiary without Cause, or the Participant resigns with Good Reason.

(c)   All unvested Shares shall automatically be forfeited (and shall not vest) if the Participant’s employment with the Company shall terminate for any reason (other than as provided in Section 3(b) above in the case of termination by the Company without Cause or by the Participant for Good Reason following a Change in Control) prior to the earlier of the date on which they otherwise would have vested pursuant to Section 3(a) above.

(d)   All vested Shares shall be subject to the call options described in Section 5 of the Stockholders Agreement.

(e)   Participant shall be entitled to receipt of all dividends paid by the Company on its Shares, as and when such dividends are declared and paid to holders of Shares; provided, any dividends on unvested Shares shall be held and paid to Participant within 10 days after the vesting of such Shares after becoming vested.

4.   Stockholders Agreement.  As a condition to the issuance of any Shares hereunder, Participant shall agree in writing (in form and substance reasonably satisfactory to the Company) to become a party to, and be bound by, the terms of the Stockholders Agreement.

5.   Withholding Taxes.  The Administrator may make such provision for any applicable federal or state the withholding obligations of the Company pursuant to Section 6(a)(4) of the Plan.  In addition, at least sixty (60) days prior to the time of vesting of any Units granted under this Agreement, the Company will give notice thereof to the Participant.  Participant shall deliver to the Company an amount in cash sufficient to satisfy all United States federal, state and local and non-United States tax of any kind (including Participant’s FICA and SDI obligations) which the Board, in its sole discretion, deems necessary to be withheld or remitted with respect to the Units in order to comply with the U.S. Internal Revenue Code of 1986, as amended, and/or any other applicable law, rule or regulation (the “Minimum Withholding Tax”).  Alternatively, at the Participant’s election, exercisable on or before ten (10) days prior to the date of vesting of such Units, the Company shall have the right and power to deduct or withhold a number of Units having a fair market value (as determined by the Board of Directors of the Company as of the date of vesting thereof) equal to the Minimum Withholding Tax plus any additional tax due with respect to the Units becoming vested (up to a maximum of forty percent (40%) aggregate tax); provided, however, that such option to shall be deemed to have been exercised in the case of accelerated vesting pursuant to Section 3(a) in the case of Participant’s death or Disability or pursuant to Section 3(b) in the case of termination of Participant’s employment by the Company or the Subsidiary or by the Participant for Good Reason following a Change of Control.  Participant shall remain responsible for the payment of any remaining taxes payable on account of the vesting of Units.

6.   Delivery of Stock.  Certificates representing Shares granted pursuant to this Agreement will be held in escrow by the Company on the Participant’s behalf during any period of restriction thereonand will bear an appropriate legend specifying the applicable restrictions thereon.  Whenever Shares subject to the Award are released from restriction, the Company shallissue a certificate to Participant for such unrestricted Shares.  The Company shall follow all requisite procedures to deliver such certificate to Participant; provided, however, that such delivery may be postponed to enable the Company to comply with applicable procedures, regulations or listing requirements of any governmental agency, stock exchange or regulatory agency.

2

7.   Transferability of Award.  This Award may only be transferred by will, and by the laws of descent and distribution (and in connection therewith, such transferees must agree in writing (in form and substance reasonably satisfactory to the Company) to become a party to, and be bound by, the Stockholders Agreement).  The terms of this Award, including the restriction and vesting provisions set forth in Section 3, shall be binding upon the executors, administrators, successors and assigns of the Participant.

8.   Adjustment Upon Changes in Shares.  In the event of a change in the Company’s capital structure, the adjustments provided for in Section 7(b) of the Plan shall be made to the number of Shares subject to the Award hereunder.

9.   Section 83(b) Election.  Participant agrees to inform the Company promptly, and provide a copy of the election filed by the Participant with the Internal Revenue Service, if the Participant makes an election under Section 83(b) of the Code to treat any portion of this Award as taxable compensation prior to the time the restrictions are removed from the Shares subject to this Award.

10.   Amendments; Termination of Plan.  The Administrator may amend this Award or terminate the Plan in accordance with Section 9 of the Plan.

11.   Interpretation.  Any dispute regarding the interpretation of this Award shall be submitted by Participant or the Company to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on the Company and on the Participant.

12.   Notices.  All notices to the Company must be in writing, addressed and delivered or mailed to 1839 Route 130, Burlington, NJ 08016, Attention: General Counsel, with copies, which shall not constitute notice, to Bain Capital Partners, LLC, 111 Huntington Avenue, Boston, Massachusetts, 02199, Attention: Jordan Hitch, and Kirkland & Ellis LLP, 153 East 53rd Street, New York, New York, 10022, Attention: Josh Korff, Esq.  All notices to the Participant must be in writing addressed and delivered or mailed to him at the address shown on the records of the Company.

13.   Governing Law.  This Agreement, and all determinations made and actions taken pursuant thereto, shall be governed under the laws of the State of Delaware.

14.   Severability.  If any part of this Agreement shall be determined to be invalid or unenforceable, such part shall be ineffective only to the extent of such invalidity or unenforceability, without affecting the remaining portions hereof.

[Remainder of page intentionally left blank.]

[Signature page follows.]

3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BURLINGTON COAT FACTORY HOLDINGS, INC.

            By:

Name:

Title:

ACCEPTANCE

Participant hereby acknowledges receipt of a copy of the Plan, represents that Participant has read and understands the terms and provisions thereof, and accepts this Award subject to all the terms and conditions of the Plan and this Agreement.  Participant acknowledges that there may be adverse tax consequences associated with this Award or disposition of the Shares associated with this Award and that Participant should consult a tax adviser.

__________________________________

Participant

4

EX-10.5

Exhibit 10.5

RESTRICTED STOCK GRANT AGREEMENT

PURSUANT TO BURLINGTON COAT FACTORY HOLDINGS, INC.

2006 MANAGEMENT INCENTIVE PLAN

THIS AGREEMENT (the “Agreement”) is entered into as of ________, 2009 between Burlington Coat Factory Holdings, Inc., a Delaware corporation (the “Company”), and [____] (the “Participant”).  Capitalized terms not otherwise defined herein shall have the meaning set forth in the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan (the “Plan”).

Recitals

WHEREAS, the Participant is an employee of Burlington Coat Factory Warehouse Corporation, a subsidiary of the Company (the “Subsidiary”);

WHEREAS, the Company has adopted the 2006 Management Incentive Plan (the “Plan”) providing for the grant under certain circumstances of certain equity incentive awards, including shares of Restricted Stock;

WHEREAS, the Company, under the terms and conditions set forth below, desires to grant Participant an Award of Restricted Stock (the “Award”) pursuant to the terms set forth in the Plan; and

WHEREAS, in consideration of the grant of the Award and other benefits, the Participant is willing to accept the Award provided for in this Agreement and is willing to abide by the obligations imposed on him under this Agreement and the Plan.

Provisions

NOW, THEREFORE, in consideration of the mutual benefits hereinafter provided, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the Company and the Participant, intending to be legally bound, hereby agree as follows:

1.   Restricted Stock Award.  The Company hereby grants to the Participant, subject to the terms and conditions set forth or incorporated herein, an Award consisting of a total of [_] shares of Class A Common and [_] shares of Class L Common, subject to adjustment under the Plan (the “Shares”).  For the purposes hereof, each Nine (9) shares of Class A Common Stock and One (1) share of Class L Common Stock shall constitute a “Unit.”  Upon the execution and delivery of this Agreement, the Company will, subject to Section 6 below, issue to the Participant the Shares granted hereunder, and such Shares shall constitute Restricted Stock pursuant to the Plan.

2.   Effect of the Plan.  The Award granted under this Agreement is subject to all of the terms and conditions of the Plan, which are incorporated by reference and made a part of this Agreement.  The Participant will abide by, and the Award granted to the Participant will be subject to, all of the provisions of the Plan and of this Agreement, together with all rules and determinations from time to time issued by the Committee established to administer the Plan.

3.   Restriction Period.  The restriction period applicable to the Award granted hereunder is as follows:

(a)   All Shares shall be unvested at issuance.  Subject to Section 3(b) below, (i) 50% of the Shares shall vest on the second anniversary date of this Agreement(or the following business day if such date is not a business day) if the Participant remains continuously employed by the Company on such date and (ii) 50% of the Shares shall vest on the third anniversary date of this Agreement(or the following business day if such date is not a business day) if the Participant remains continuously employed by the Company on such date; provided, that 100% of the Shares shall vest if Participant’s employment is earlier terminated as a result of the Participant’s death or Disability.

(b)   All unvested Shares shall automatically be forfeited (and shall not vest) if the Participant’s employment with the Company shall terminate for any reason prior to the date on which they otherwise would have vested pursuant to Section 3(a) above.

(c)   All vested Shares shall be subject to the call options described in Section 5 of the Stockholders Agreement.

(d)   Participant shall be entitled to receipt of all dividends paid by the Company on its Shares, as and when such dividends are declared and paid to holders of Shares; provided, any dividends on unvested Shares shall be held and paid to Participant within 10 days after the vesting of such Shares after becoming vested.

4.   Stockholders Agreement.  As a condition to the issuance of any Shares hereunder, Participant shall agree in writing (in form and substance reasonably satisfactory to the Company) to become a party to, and be bound by, the terms of the Stockholders Agreement.

5.   Withholding Taxes.  The Administrator may make such provision for any applicable federal or state the withholding obligations of the Company pursuant to Section 6(a)(4) of the Plan.  In addition, at least sixty (60) days prior to the time of vesting of any Units granted under this Agreement, the Company will give notice thereof to the Participant.  Participant shall deliver to the Company an amount in cash sufficient to satisfy all United States federal, state and local and non-United States tax of any kind (including Participant’s FICA and SDI obligations) which the Board, in its sole discretion, deems necessary to be withheld or remitted with respect to the Units in order to comply with the U.S. Internal Revenue Code of 1986, as amended, and/or any other applicable law, rule or regulation (the “Minimum Withholding Tax”).  Alternatively, at the Participant’s election, exercisable on or before ten (10) days prior to the date of vesting of such Units, the Company shall have the power and right to deduct or withhold a number of Units having a fair market value (as determined by the Board of Directors of the Company as of the date of vesting thereof) equal to the Minimum Withholding Tax plus any additional tax due with respect to the Units becoming vested (up to a maximum forty percent aggregate tax); provided, however, that such option shall be deemed to have been exercised in the case of accelerated vesting pursuant to Section 3(a) in the case of Participant’s death or Disability.  Participant shall remain responsible for the payment of any remaining taxes payable on account of the vesting of Units.

6.   Delivery of Stock.  Certificates representing Shares granted pursuant to this Agreement will be held in escrow by the Company on the Participant’s behalf during any period of restriction thereonand will bear an appropriate legend specifying the applicable restrictions thereon.  Whenever Shares subject to the Award are released from restriction, the Company shallissue a certificate to Participant for such unrestricted Shares.  The Company shall follow all requisite procedures to deliver such certificate to Participant; provided, however, that such delivery may be postponed to enable the Company to comply with applicable procedures, regulations or listing requirements of any governmental agency, stock exchange or regulatory agency.

7.   Transferability of Award.  This Award may only be transferred by will, and by the laws of descent and distribution (and in connection therewith, such transferees must agree in writing (in form and substance reasonably satisfactory to the Company) to become a party to, and be bound by, the Stockholders Agreement).  The terms of this Award, including the restriction and vesting provisions set forth in Section 3, shall be binding upon the executors, administrators, successors and assigns of the Participant.

8.   Adjustment Upon Changes in Shares.  In the event of a change in the Company’s capital structure, the adjustments provided for in Section 7(b) of the Plan shall be made to the number of Shares subject to the Award hereunder.

2

9.   Section 83(b) Election.  Participant agrees to inform the Company promptly, and provide a copy of the election filed by the Participant with the Internal Revenue Service, if the Participant makes an election under Section 83(b) of the Code to treat any portion of this Award as taxable compensation prior to the time the restrictions are removed from the Shares subject to this Award.

10.   Amendments; Termination of Plan.  The Administrator may amend this Award or terminate the Plan in accordance with Section 9 of the Plan.

11.   Interpretation.  Any dispute regarding the interpretation of this Award shall be submitted by Participant or the Company to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on the Company and on the Participant.

12.   Notices.  All notices to the Company must be in writing, addressed and delivered or mailed to 1839 Route 130, Burlington, NJ 08016, Attention: General Counsel, with copies, which shall not constitute notice, to Bain Capital Partners, LLC, 111 Huntington Avenue, Boston, Massachusetts, 02199, Attention: Jordan Hitch, and Kirkland & Ellis LLP, 153 East 53rd Street, New York, New York, 10022, Attention: Josh Korff, Esq.  All notices to the Participant must be in writing addressed and delivered or mailed to him at the address shown on the records of the Company.

13.   Governing Law.  This Agreement, and all determinations made and actions taken pursuant thereto, shall be governed under the laws of the State of Delaware.

14.   Severability.  If any part of this Agreement shall be determined to be invalid or unenforceable, such part shall be ineffective only to the extent of such invalidity or unenforceability, without affecting the remaining portions hereof.

[Remainder of page intentionally left blank.]

[Signature page follows.]

3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BURLINGTON COAT FACTORY HOLDINGS, INC.

By:

Name:

Title:

ACCEPTANCE

Participant hereby acknowledges receipt of a copy of the Plan, represents that Participant has read and understands the terms and provisions thereof, and accepts this Award subject to all the terms and conditions of the Plan and this Agreement.  Participant acknowledges that there may be adverse tax consequences associated with this Award or disposition of the Shares associated with this Award and that Participant should consult a tax adviser.

__________________________________

Participant

4

EX-10.6

Exhibit 10.6

Burlington Coat Factory Holdings, Inc.

2006 Management Incentive Plan

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH HEREIN AND IN THE STOCKHOLDERS AGREEMENT AMONG BURLINGTON COAT FACTORY HOLDINGS, INC. AND CERTAIN INVESTORS AND MANAGERS, DATED AS OF APRIL 13, 2006 (THE “STOCKHOLDERS AGREEMENT”).  THIS OPTION AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION CONSTITUTE “MANAGEMENT SHARES” AS DEFINED THEREIN.

Burlington Coat Factory Holdings, Inc.

Amendment To Non-Qualified Stock Option Agreement

This amendment (“Amendment”) amends a stock option granted pursuant to a Non-Qualified Stock Option Agreement (the “Original Agreement”) dated ________________, 200_ (the “Original Grant Date”) granted by Burlington Coat Factory Holdings, Inc., a Delaware corporation (the “Company”), to the undersigned (the “Employee”), pursuant to, and subject to the terms of the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan (the “Plan”), which is incorporated herein by reference and of which the Employee hereby acknowledges receipt.  The date of this Amendment is _____________, 2009 (the “New Grant Date”).  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Original Agreement or in the Plan, as the case may be.

1.Exchange of Options.  This certificate evidences the agreement between the Company and the undersigned Employee on the New Grant Date to cancel Tranche 3 of the Options granted to the Employee under the Original Agreement, in exchange for the New Tranche 3 Options (defined below) granted as of the New Grant Date to the Employee to purchase (the “Option”), in whole or in part, on the terms provided herein and in the Plan, the following Units as set forth below.

(a)   [«newTranche3»] Units at $90 per Unit (the “New Tranche 3 Options” and together with the Tranche 1 Options and Tranche 2 Options under the Original Agreement, the “Options”).

Each “Unit” consists of 9 shares of Class A Common Stock of the Company, par value $.001 per share, and 1 share of Class L Common Stock of the Company, par value $.001 per share, subject to adjustment as provided in the Plan.  The Option evidenced by this certificate is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”).

2.Vesting and Exercisability.

(a)   Vesting of Units. Except as otherwise specifically provided herein, the New Tranche 3 Options shall vest according to the following schedule:

(i)   40% on second anniversary of the New Grant Date;

(ii)   20% on third anniversary of the New Grant Date;

(iii)   20% on fourth anniversary of the New Grant Date; and

(iv)   20% on the fifth anniversary of the New Grant Date.

All Options shall become exercisable in the event of a Change of Control (as defined in the Stockholders Agreement).

(b)   Exercisability of Option .  Subject to the terms of the Plan, Options may be exercised in whole or in part at any time following such time as such Option vests.  The latest date on which an Option may be exercised (the “Final Exercise Date”) is the date which is the tenth anniversary of the Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement.  For the avoidance of doubt the Option may only be exercised for whole Units and not any individual component shares thereof.

3.Exercise of Option. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Employee or by his or her executor or administrator or by the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan.

4.Cessation of Employment.  Unless the Administrator determines otherwise, the following will apply if the Employee’s Employmentceases:

(a)   Options that have not vested will terminate immediately.

(b)   Units that were issued upon an exercise of the Option (including Units issued upon exercise of Options contemplated by clause (c) below) will be subject to the call options described in Sections 5 of the Stockholders Agreement.

(c)   Subject to the terms of Section 6(a)(3) of the Plan, the vested Options will remain exercisable for the shorter of (i) a period of 60 days or (ii) the period ending on the Final Exercise Date, and will thereupon terminate.

5.Share Restrictions, etc.  The Employee’s rights with respect to the Option and shares of Stock issued upon exercise of the Option are subject to the restrictions and other provisions contained in the Plan and the Stockholders Agreement in addition to such other restrictions, if any, as may be imposed by law.  In the event of a conflict between the Plan and the Stockholders Agreement, the Stockholders Agreement shall control.

6.Legends, Retention of Shares, etc.  Shares of Stock comprising Units issued upon exercise of the Option shall bear such legends as are required by the Stockholders Agreement and as may be determined by the Administrator prior to issuance.  Unvested Units purchased by the Employee upon an exercise of the Option may be retained by the Company until such Units vest.

7.Transfer of Option. This Option is not transferable by the Employee other than in accordance with the Stockholders Agreement.

8.Effect on Employment.  Neither the grant of this Option, nor the issuance of Units upon exercise of this Option shall give the Employee any right to be retained in the employ of the Company or its Affiliates, affect the right of the Company or its Affiliates to discharge or discipline the Employee at any time or affect any right of Employee to terminate his employment at any time.

9.Certain Important Tax Matters.  The Employee expressly acknowledges that the Employee’s rights hereunder, including the right to be issued Units upon exercise of Options, are subject to the Employee promptly paying to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld.  The Employee also authorizes the Company or its subsidiaries to withhold such amount from any amounts otherwise owed to the Employee.

10.Provisions of the Plan.  This Option is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  A copy of the Plan as in effect on the date of the grant of this Option has been furnished to the Employee.  By exercising all or any part of this Option, the Employee agrees to be bound by the terms of the Plan and this Option.  In the event of any conflict between the terms of this Option and the Plan, the terms of this Option shall control.

2

11.Effect of Amendment.  Except as specifically modified hereby, the terms and conditions of the Original Agreement shall remain in full force and effect.

12.General.  For purposes of this Option and any determinations to be made by the Administrator hereunder, the determinations by the Administrator shall be binding upon the Employee and any transferee.

Furthermore, by acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a Manager (and to the extent the undersigned is not already a party thereto, the undersigned shall execute a joinder thereto in form and substance acceptable to the Company).  The Option and shares of Stock comprising Units issued upon exercise of the Option will be treated as Management Shares under the Stockholders Agreement.

In Witness Whereof, the undersigned Company and Employee each have executed this Amendment to Non-Qualified Stock Option Agreement as of the ___ day of_________, 2009.

The Company: BURLINGTON COAT FACTORY HOLDINGS, INC.

By: ____________________________

Name:

Title:

The Employee:

________________________________

[                      ]

3

EX-10.7

Exhibit 10.7

Burlington Coat Factory Holdings, Inc.

2006 Management Incentive Plan

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH HEREIN AND IN THE STOCKHOLDERS AGREEMENT AMONG BURLINGTON COAT FACTORY HOLDINGS, INC. AND CERTAIN INVESTORS AND MANAGERS, DATED AS OF APRIL 13, 2006 (THE “STOCKHOLDERS AGREEMENT”).  THIS OPTION AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION CONSTITUTE “MANAGEMENT SHARES” AS DEFINED THEREIN.

Burlington Coat Factory Holdings, Inc.

Amendment To Non-Qualified Stock Option Agreement

This amendment (“Amendment”) amends a stock option granted pursuant to a Non-Qualified Stock Option Agreement (the “Original Agreement”) dated ________________, 200_ (the “Original Grant Date”) granted by Burlington Coat Factory Holdings, Inc., a Delaware corporation (the “Company”), to the undersigned (the “Employee”), pursuant to, and subject to the terms of the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan (the “Plan”), which is incorporated herein by reference and of which the Employee hereby acknowledges receipt.  The date of this Amendment is _____________, 2009 (the “New Grant Date”).  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Original Agreement or in the Plan, as the case may be.

1.Exchange of Options.  This certificate evidences the agreement between the Company and the undersigned Employee on the New Grant Date to cancel Tranche 3 of the Options granted to the Employee under the Original Agreement, in exchange for the New Tranche 3 Options (defined below) granted as of the New Grant Date to the Employee to purchase (the “Option”), in whole or in part, on the terms provided herein and in the Plan, the following Units as set forth below.

(a)   [«newTranche3»] Units at $90 per Unit (the “New Tranche 3 Options” and together with the Tranche 1 Options and Tranche 2 Options under the Original Agreement, the “Options”).

Each “Unit” consists of 9 shares of Class A Common Stock of the Company, par value $.001 per share, and 1 share of Class L Common Stock of the Company, par value $.001 per share, subject to adjustment as provided in the Plan.  The Option evidenced by this certificate is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”).

2.Vesting and Exercisability.

(a)   Vesting of Units. Except as otherwise specifically provided herein, the New Tranche 3 Options shall vest according to the following schedule:

(i)   40% on second anniversary of the New Grant Date;

(ii)   20% on third anniversary of the New Grant Date;

(iii)   20% on fourth anniversary of the New Grant Date; and

(iv)   20% on the fifth anniversary of the New Grant Date.

All Options shall become exercisable in the event of a Change of Control (as defined in the Stockholders Agreement).

(b)   Exercisability of Option .  Subject to the terms of the Plan, Options may be exercised in whole or in part at any time following such time as such Option vests.  The latest date on which an Option may be exercised (the “Final Exercise Date”) is the date which is the tenth anniversary of the Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement.  For the avoidance of doubt the Option may only be exercised for whole Units and not any individual component shares thereof.

3.Exercise of Option. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Employee or by his or her executor or administrator or by the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan.

4.Cessation of Employment.  Unless the Administrator determines otherwise, the following will apply if the Employee’s Employmentceases:

(a)   Options that have not vested will terminate immediately.

(b)   Units that were issued upon an exercise of the Option (including Units issued upon exercise of Options contemplated by clause (c) below) will be subject to the call options described in Sections 5 of the Stockholders Agreement.

(c)   Subject to the terms of Section 6(a)(3) of the Plan, the vested Options will remain exercisable for the shorter of (i) a period of 60 days or (ii) the period ending on the Final Exercise Date, and will thereupon terminate.

5.Share Restrictions, etc.  The Employee’s rights with respect to the Option and shares of Stock issued upon exercise of the Option are subject to the restrictions and other provisions contained in the Plan and the Stockholders Agreement in addition to such other restrictions, if any, as may be imposed by law.  In the event of a conflict between the Plan and the Stockholders Agreement, the Stockholders Agreement shall control.

6.Legends, Retention of Shares, etc.  Shares of  Stock comprising Units issued upon exercise of the Option shall bear such legends as are required by the Stockholders Agreement and as may be determined by the Administrator prior to issuance.  Unvested Units purchased by the Employee upon an exercise of the Option may be retained by the Company until such Units vest.

7.Transfer of Option. This Option is not transferable by the Employee other than in accordance with the Stockholders Agreement.

8.Effect on Employment.  Neither the grant of this Option, nor the issuance of Units upon exercise of this Option shall give the Employee any right to be retained in the employ of the Company or its Affiliates, affect the right of the Company or its Affiliates to discharge or discipline the Employee at any time or affect any right of Employee to terminate his employment at any time.

9.Certain Important Tax Matters.  The Employee expressly acknowledges that the Employee’s rights hereunder, including the right to be issued Units upon exercise of Options, are subject to the Employee promptly paying to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld.  The Employee also authorizes the Company or its subsidiaries to withhold such amount from any amounts otherwise owed to the Employee.

10.Provisions of the Plan.  This Option is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  A copy of the Plan as in effect on the date of the grant of this Option has been furnished to the Employee.  By exercising all or any part of this Option, the Employee agrees to be bound by the terms of the Plan and this Option.  In the event of any conflict between the terms of this Option and the Plan, the terms of this Option shall control.

2

11.Non-Compete, Non-Solicitation.

(a)   In further consideration of the Award granted to Employee hereunder, Employee acknowledges and agrees that during the course of Employee’s employment with the Company and its subsidiaries Employee shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, with the Company’s trade secrets and with other confidential information and that Employee’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries, and therefore, Employee agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, for a period of one year thereafter (the “Non-Compete Period”), Employee shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently operates or plans to operate.  Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation.  For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Marshall’s, Ross Stores, Steinmart, Century 21, Forman Mills, Schottenstein Stores and Daffy Dan’s.

(b)   During the Non-Compete Period, Employee shall not, directly or indirectly, and shall ensure that any person or entity controlled by Employee does not, (i) induce or attempt to induce any employee of the Company or any subsidiary to leave the employ of the Company or such subsidiary, or in any way interfere with the relationship between the Company or any subsidiary and any employee thereof, (ii) hire, directly or through another person, any person (whether or not solicited) who was an Employee of the Company or any subsidiary at any time within the one year period before Employee’s termination from employment, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any subsidiary to cease doing business with the Company or such subsidiary, assist any Competing Business or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary (Employee understands that any person or entity that Employee contacted during the one year period prior to the date of Employee’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company and its subsidiaries as to whom the Company has a protectible proprietary interest) or (iv) make or solicit or encourage others to make or solicit directly or indirectly any defamatory statement or communication about the Company or any of its subsidiaries or any of their respective businesses, products, services or activities (it being understood that such restriction shall not prohibit truthful testimony compelled by valid legal process).

12.Enforcement.

(a)   Employee acknowledges and agrees that the Company entered into this Agreement in reliance on the provisions of Section 11 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its subsidiaries and other Confidential Information and goodwill of the Company and its subsidiaries to the extent and for the periods of time expressly agreed to herein.  Employee acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Employee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its subsidiaries now existing or to be developed in the future.  Employee expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

3

(b)   Notwithstanding any provision to the contrary herein, the Company or its subsidiaries may pursue, at its discretion, enforcement of Section 11 in any court of competent jurisdiction (each, a “Court”).

(c)   Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.  More specifically, if any Court determines that any of the covenants set forth in Section 11 are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law.

(d)   Because Employee’s services are unique and because Employee has intimate knowledge of and access to confidential information and work product, the parties hereto agree that money damages would not be an adequate remedy for any breach of Section 11, and any breach of the terms of Section 11 would result in irreparable injury and damage to the Company and its subsidiaries for which the Company and its subsidiaries would have no adequate remedy at law.  Therefore, in the event of a breach or threatened breach of Section 11, the Company or its successors or assigns, in addition to any other rights and remedies existing in their favor at law or in equity, shall be entitled to specific performance and/or immediate injunctive or other equitable relief from a Court in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security), without having to prove damages.  The terms of this Section 12 shall not prevent the Company or any of its subsidiaries from pursuing any other available remedies for any breach or threatened breach of this Agreement, including the recovery of damages from Employee.

13.Effect of Amendment.  Except as specifically modified hereby, the terms and conditions of the Original Agreement shall remain in full force and effect.

14.General.  For purposes of this Option and any determinations to be made by the Administrator hereunder, the determinations by the Administrator shall be binding upon the Employee and any transferee.

Furthermore, by acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a Manager (and to the extent the undersigned is not already a party thereto, the undersigned shall execute a joinder thereto in form and substance acceptable to the Company).  The Option and shares of Stock comprising Units issued upon exercise of the Option will be treated as Management Shares under the Stockholders Agreement.

In Witness Whereof, the undersigned Company and Employee each have executed this Amendment to Non-Qualified Stock Option Agreement as of the ___ day of __________, 2009.

The Company: BURLINGTON COAT FACTORY HOLDINGS, INC.

By: ____________________________

Name:

Title:

The Employee:

________________________________

[                      ]

4

EX-10.8

Exhibit 10.8

Burlington Coat Factory Holdings, Inc.

2006 Management Incentive Plan

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH HEREIN AND IN THE STOCKHOLDERS AGREEMENT AMONG BURLINGTON COAT FACTORY HOLDINGS, INC. AND CERTAIN INVESTORS AND MANAGERS, DATED AS OF APRIL 13, 2006 (THE “STOCKHOLDERS AGREEMENT”).  THIS OPTION AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION CONSTITUTE “MANAGEMENT SHARES” AS DEFINED THEREIN.

Burlington Coat Factory Holdings, Inc.

Amendment To Non-Qualified Stock Option Agreement

This amendment (“Amendment”) amends a stock option granted pursuant to a Non-Qualified Stock Option Agreement (the “Original Agreement”) dated ________________, 200_ (the “Original Grant Date”) granted by Burlington Coat Factory Holdings, Inc., a Delaware corporation (the “Company”), to the undersigned (the “Employee”), pursuant to, and subject to the terms of the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan (the “Plan”), which is incorporated herein by reference and of which the Employee hereby acknowledges receipt.  The date of this Amendment is _____________, 2009 (the “New Grant Date”).  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Original Agreement or in the Plan, as the case may be.

1.Re-Pricing of Tranche 1.  This certificate evidences the agreement between the Company and the undersigned Employee that the exercise price of the Tranche 1 Options under the Original Agreement is hereby modified to be $90 per Unit.  Except as herein modified, all other terms and conditions of the Tranche 1 Options shall remain the same as in effect in the Original Agreement immediately prior to the date of this Amendment including, without limitation, the vesting thereof which shall be unaffected hereby.  Any previously vested Tranche 1 Options shall remain vested, and any remaining unvested Tranche 1 Options shall continue to vest pursuant to the original vesting schedule which commenced as of the Original Grant Date.

2.Exchange of Options.  This certificate evidences the agreement between the Company and the undersigned Employee on the New Grant Date to cancel Tranche 3 of the Options granted to the Employee under the Original Agreement, in exchange for the New Tranche 3 Options (defined below) granted as of the New Grant Date to the Employee to purchase (the “Option”), in whole or in part, on the terms provided herein and in the Plan, the following Units as set forth below.

(a)   [«newTranche3»] Units at $90 per Unit (the “New Tranche 3 Options” and together with the Tranche 1 Options and Tranche 2 Options under the Original Agreement, the “Options”).

Each “Unit” consists of 9 shares of Class A Common Stock of the Company, par value $.001 per share, and 1 share of Class L Common Stock of the Company, par value $.001 per share, subject to adjustment as provided in the Plan.  The Option evidenced by this certificate is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”).

3.Vesting and Exercisability.

(a)   Vesting of Units. Except as otherwise specifically provided herein, the New Tranche 3 Options shall vest according to the following schedule:

(i)   40% on second anniversary of the New Grant Date;

(ii)   20% on third anniversary of the New Grant Date;

(iii)   20% on fourth anniversary of the New Grant Date; and

(iv)   20% on the fifth anniversary of the New Grant Date.

All Options shall become exercisable in the event of a Change of Control (as defined in the Stockholders Agreement).

(b)   Exercisability of Option .  Subject to the terms of the Plan, Options may be exercised in whole or in part at any time following such time as such Option vests.  The latest date on which an Option may be exercised (the “Final Exercise Date”) is the date which is the tenth anniversary of the Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement.  For the avoidance of doubt the Option may only be exercised for whole Units and not any individual component shares thereof.

4.Exercise of Option. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Employee or by his or her executor or administrator or by the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan.

5.Cessation of Employment.  Unless the Administrator determines otherwise, the following will apply if the Employee’s Employmentceases:

(a)   Options that have not vested will terminate immediately.

(b)   Units that were issued upon an exercise of the Option (including Units issued upon exercise of Options contemplated by clause (c) below) will be subject to the call options described in Sections 5 of the Stockholders Agreement.

(c)   Subject to the terms of Section 6(a)(3) of the Plan, the vested Options will remain exercisable for the shorter of (i) a period of 60 days or (ii) the period ending on the Final Exercise Date, and will thereupon terminate.

6.Share Restrictions, etc.  The Employee’s rights with respect to the Option and shares of Stock issued upon exercise of the Option are subject to the restrictions and other provisions contained in the Plan and the Stockholders Agreement in addition to such other restrictions, if any, as may be imposed by law.  In the event of a conflict between the Plan and the Stockholders Agreement, the Stockholders Agreement shall control.

7.Legends, Retention of Shares, etc.  Shares of Stock comprising Units issued upon exercise of the Option shall bear such legends as are required by the Stockholders Agreement and as may be determined by the Administrator prior to issuance.  Unvested Units purchased by the Employee upon an exercise of the Option may be retained by the Company until such Units vest.

8.Transfer of Option. This Option is not transferable by the Employee other than in accordance with the Stockholders Agreement.

9.Effect on Employment.  Neither the grant of this Option, nor the issuance of Units upon exercise of this Option shall give the Employee any right to be retained in the employ of the Company or its Affiliates, affect the right of the Company or its Affiliates to discharge or discipline the Employee at any time or affect any right of Employee to terminate his employment at any time.

10.Certain Important Tax Matters.  The Employee expressly acknowledges that the Employee’s rights hereunder, including the right to be issued Units upon exercise of Options, are subject to the Employee promptly paying to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld.  The Employee also authorizes the Company or its subsidiaries to withhold such amount from any amounts otherwise owed to the Employee.

2

11.Provisions of the Plan.  This Option is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  A copy of the Plan as in effect on the date of the grant of this Option has been furnished to the Employee.  By exercising all or any part of this Option, the Employee agrees to be bound by the terms of the Plan and this Option.  In the event of any conflict between the terms of this Option and the Plan, the terms of this Option shall control.

12.Effect of Amendment.  Except as specifically modified hereby, the terms and conditions of the Original Agreement shall remain in full force and effect.

13.General.  For purposes of this Option and any determinations to be made by the Administrator hereunder, the determinations by the Administrator shall be binding upon the Employee and any transferee.

Furthermore, by acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a Manager (and to the extent the undersigned is not already a party thereto, the undersigned shall execute a joinder thereto in form and substance acceptable to the Company).  The Option and shares of Stock comprising Units issued upon exercise of the Option will be treated as Management Shares under the Stockholders Agreement.

In Witness Whereof, the undersigned Company and Employee each have executed this Amendment to Non-Qualified Stock Option Agreement as of the ___ day of_________, 2009.

The Company: BURLINGTON COAT FACTORY HOLDINGS, INC.

By: ____________________________

Name:

Title:

The Employee:

________________________________

[                      ]

3

EX-10.9

Exhibit 10.9

Burlington Coat Factory Holdings, Inc.

2006 Management Incentive Plan

THIS AWARD AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH HEREIN AND IN THE STOCKHOLDERS AGREEMENT AMONG BURLINGTON COAT FACTORY HOLDINGS, INC. AND CERTAIN INVESTORS AND MANAGERS, DATED AS OF APRIL 13, 2006 (THE “STOCKHOLDERS AGREEMENT”).  THIS OPTION AND ANY SECURITIES ISSUED UPON EXERCISE OF THIS OPTION CONSTITUTE “MANAGEMENT SHARES” AS DEFINED THEREIN.

Burlington Coat Factory Holdings, Inc.

Amendment To Non-Qualified Stock Option Agreement

This amendment (“Amendment”) amends a stock option granted pursuant to a Non-Qualified Stock Option Agreement (the “Original Agreement”) dated ________________, 200_ (the “Original Grant Date”) granted by Burlington Coat Factory Holdings, Inc., a Delaware corporation (the “Company”), to the undersigned (the “Employee”), pursuant to, and subject to the terms of the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan (the “Plan”), which is incorporated herein by reference and of which the Employee hereby acknowledges receipt.  The date of this Amendment is ____________ __, 2009 (the “New Grant Date”).  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Original Agreement or in the Plan, as the case may be.

1.Re-Pricing of Tranche 1.  This certificate evidences the agreement between the Company and the undersigned Employee that the exercise price of the Tranche 1 Options under the Original Agreement is hereby modified to be $90 per Unit.  Except as herein modified, all other terms and conditions of the Tranche 1 Options shall remain the same as in effect in the Original Agreement immediately prior to the date of this Amendment including, without limitation, the vesting thereof which shall be unaffected hereby.  Any previously vested Tranche 1 Options shall remain vested, and any remaining unvested Tranche 1 Options shall continue to vest pursuant to the original vesting schedule which commenced as of the Original Grant Date.

2.Exchange of Options.  This certificate evidences the agreement between the Company and the undersigned Employee on the New Grant Date to cancel Tranche 3 of the Options granted to the Employee under the Original Agreement, in exchange for the New Tranche 3 Options (defined below) granted as of the New Grant Date to the Employee to purchase (the “Option”), in whole or in part, on the terms provided herein and in the Plan, the following Units as set forth below.

(a)   [«newTranche3»] Units at $90 per Unit (the “New Tranche 3 Options” and together with the Tranche 1 Options and Tranche 2 Options under the Original Agreement, the “Options”).

Each “Unit” consists of 9 shares of Class A Common Stock of the Company, par value $.001 per share, and 1 share of Class L Common Stock of the Company, par value $.001 per share, subject to adjustment as provided in the Plan.  The Option evidenced by this certificate is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (the “Code”).

3.Vesting and Exercisability.

(a)   Vesting of Units. Except as otherwise specifically provided herein, the New Tranche 3 Options shall vest according to the following schedule:

(i)   40% on second anniversary of the New Grant Date;

(ii)   20% on third anniversary of the New Grant Date;

(iii)   20% on fourth anniversary of the New Grant Date; and

(iv)   20% on the fifth anniversary of the New Grant Date.

All Options shall become exercisable in the event of a Change of Control (as defined in the Stockholders Agreement).

(b)   Exercisability of Option .  Subject to the terms of the Plan, Options may be exercised in whole or in part at any time following such time as such Option vests.  The latest date on which an Option may be exercised (the “Final Exercise Date”) is the date which is the tenth anniversary of the Grant Date, subject to earlier termination in accordance with the terms and provisions of the Plan and this Agreement.  For the avoidance of doubt the Option may only be exercised for whole Units and not any individual component shares thereof.

4.Exercise of Option. Each election to exercise this Option shall be subject to the terms and conditions of the Plan and shall be in writing, signed by the Employee or by his or her executor or administrator or by the person or persons to whom this Option is transferred by will or the applicable laws of descent and distribution (the “Legal Representative”), and made pursuant to and in accordance with the terms and conditions set forth in the Plan.

5.Cessation of Employment.  Unless the Administrator determines otherwise, the following will apply if the Employee’s Employmentceases:

(a)   Options that have not vested will terminate immediately.

(b)   Units that were issued upon an exercise of the Option (including Units issued upon exercise of Options contemplated by clause (c) below) will be subject to the call options described in Sections 5 of the Stockholders Agreement.

(c)   Subject to the terms of Section 6(a)(3) of the Plan, the vested Options will remain exercisable for the shorter of (i) a period of 60 days or (ii) the period ending on the Final Exercise Date, and will thereupon terminate.

6.Share Restrictions, etc.  The Employee’s rights with respect to the Option and shares of Stock issued upon exercise of the Option are subject to the restrictions and other provisions contained in the Plan and the Stockholders Agreement in addition to such other restrictions, if any, as may be imposed by law.  In the event of a conflict between the Plan and the Stockholders Agreement, the Stockholders Agreement shall control.

7.Legends, Retention of Shares, etc.  Shares of  Stock comprising Units issued upon exercise of the Option shall bear such legends as are required by the Stockholders Agreement and as may be determined by the Administrator prior to issuance.  Unvested Units purchased by the Employee upon an exercise of the Option may be retained by the Company until such Units vest.

8.Transfer of Option. This Option is not transferable by the Employee other than in accordance with the Stockholders Agreement.

9.Effect on Employment.  Neither the grant of this Option, nor the issuance of Units upon exercise of this Option shall give the Employee any right to be retained in the employ of the Company or its Affiliates, affect the right of the Company or its Affiliates to discharge or discipline the Employee at any time or affect any right of Employee to terminate his employment at any time.

2

10.Certain Important Tax Matters.  The Employee expressly acknowledges that the Employee’s rights hereunder, including the right to be issued Units upon exercise of Options, are subject to the Employee promptly paying to the Company in cash (or by such other means as may be acceptable to the Administrator in its discretion) all taxes required to be withheld.  The Employee also authorizes the Company or its subsidiaries to withhold such amount from any amounts otherwise owed to the Employee.

11.Provisions of the Plan.  This Option is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.  A copy of the Plan as in effect on the date of the grant of this Option has been furnished to the Employee.  By exercising all or any part of this Option, the Employee agrees to be bound by the terms of the Plan and this Option.  In the event of any conflict between the terms of this Option and the Plan, the terms of this Option shall control.

12.Non-Compete, Non-Solicitation.

(a)   In further consideration of the Award granted to Employee hereunder, Employee acknowledges and agrees that during the course of Employee’s employment with the Company and its subsidiaries Employee shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, with the Company’s trade secrets and with other confidential information and that Employee’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries, and therefore, Employee agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, for a period of one year thereafter (the “Non-Compete Period”), Employee shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently operates or plans to operate.  Nothing herein shall prohibit Employee from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Employee has no active participation in the business of such corporation.  For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Marshall’s, Ross Stores, Steinmart, Century 21, Forman Mills, Schottenstein Stores and Daffy Dan’s.

(b)   During the Non-Compete Period, Employee shall not, directly or indirectly, and shall ensure that any person or entity controlled by Employee does not, (i) induce or attempt to induce any employee of the Company or any subsidiary to leave the employ of the Company or such subsidiary, or in any way interfere with the relationship between the Company or any subsidiary and any employee thereof, (ii) hire, directly or through another person, any person (whether or not solicited) who was an Employee of the Company or any subsidiary at any time within the one year period before Employee’s termination from employment, (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any subsidiary to cease doing business with the Company or such subsidiary, assist any Competing Business or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any subsidiary (Employee understands that any person or entity that Employee contacted during the one year period prior to the date of Employee’s termination of employment for the purpose of soliciting sales from such person or entity shall be regarded as a “potential customer” of the Company and its subsidiaries as to whom the Company has a protectible proprietary interest) or (iv) make or solicit or encourage others to make or solicit directly or indirectly any defamatory statement or communication about the Company or any of its subsidiaries or any of their respective businesses, products, services or activities (it being understood that such restriction shall not prohibit truthful testimony compelled by valid legal process).

3

13.Enforcement.

(a)   Employee acknowledges and agrees that the Company entered into this Agreement in reliance on the provisions of Section 12 and the enforcement of this Agreement is necessary to ensure the preservation, protection and continuity of the business of the Company and its subsidiaries and other Confidential Information and goodwill of the Company and its subsidiaries to the extent and for the periods of time expressly agreed to herein.  Employee acknowledges and agrees that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Employee by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company and its subsidiaries now existing or to be developed in the future.  Employee expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

(b)   Notwithstanding any provision to the contrary herein, the Company or its subsidiaries may pursue, at its discretion, enforcement of Section 11 in any court of competent jurisdiction (each, a “Court”).

(c)   Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.  More specifically, if any Court determines that any of the covenants set forth in Section 12 are overbroad or unreasonable under applicable law in duration, geographical area or scope, the parties to this Agreement specifically agree and authorize such Court to rewrite this Agreement to reflect the maximum duration, geographical area and/or scope permitted under applicable law.

(d)   Because Employee’s services are unique and because Employee has intimate knowledge of and access to confidential information and work product, the parties hereto agree that money damages would not be an adequate remedy for any breach of Section 12, and any breach of the terms of Section 11 would result in irreparable injury and damage to the Company and its subsidiaries for which the Company and its subsidiaries would have no adequate remedy at law.  Therefore, in the event of a breach or threatened breach of Section 11, the Company or its successors or assigns, in addition to any other rights and remedies existing in their favor at law or in equity, shall be entitled to specific performance and/or immediate injunctive or other equitable relief from a Court in order to enforce, or prevent any violations of, the provisions hereof (without posting a bond or other security), without having to prove damages.  The terms of this Section 13 shall not prevent the Company or any of its subsidiaries from pursuing any other available remedies for any breach or threatened breach of this Agreement, including the recovery of damages from Employee.

14.Effect of Amendment.  Except as specifically modified hereby, the terms and conditions of the Original Agreement shall remain in full force and effect.

15.General.  For purposes of this Option and any determinations to be made by the Administrator hereunder, the determinations by the Administrator shall be binding upon the Employee and any transferee.

Furthermore, by acceptance of this Option, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a Manager (and to the extent the undersigned is not already a party thereto, the undersigned shall execute a joinder thereto in form and substance acceptable to the Company).  The Option and shares of Stock comprising Units issued upon exercise of the Option will be treated as Management Shares under the Stockholders Agreement.

In Witness Whereof, the undersigned Company and Employee each have executed this Amendment to Non-Qualified Stock Option Agreement as of the ___ day of __________, 2009.

The Company: BURLINGTON COAT FACTORY HOLDINGS, INC.

By: ____________________________

Name:

Title:

The Employee:

________________________________

[                      ]

4