2005 Non-Employee Directors Stock Option Plan


    

      EXHIBIT
        10(m)

      


      DIRECTOR
        STOCK OPTION AGREEMENT

      Pursuant
        to

      THE
        BOMBAY COMPANY, INC.

      2005
        NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

      


      


      This
        Option Agreement (the “Agreement”) is made this ______ day of ___________, 2005,
        between THE BOMBAY COMPANY, INC., a Delaware corporation (the “Company”) and
        ___________________, a director of the Company (the “Director”).

      


      WHEREAS,
        the Company desires to carry out the purposes of The Bombay Company, Inc.
        2005
        Non-Employee Director Stock Option Plan (the “Plan”) by affording non-employee
        members of the Board of Directors (the “Board”) the opportunity to purchase
        shares of the Company’s $1.00 par value common stock.

      


      NOW
        THEREFORE, in consideration of the mutual covenants hereinafter set forth
        and
        for other good and valuable consideration, the parties hereto agree as
        follows:

      


      1. Grant
        of
        Option. The Company hereby grants to Director the right and option (the
“Option”) to purchase an aggregate of ________ shares of the Company’s $1.00 par
        value common stock (the “Shares”), such Shares being subject to adjustment as
        provided in paragraph 8 hereof, and on the terms and conditions herein set
        forth. The Shares are granted as a nonqualified option not entitled to special
        tax treatment under Internal Revenue Code Section 422A.

      


      2. Purchase
        Price. The purchase price of the Shares covered by the Option shall be $______
        per Share, such purchase price being 100% of the fair market value of such
        Shares on __________________, 20__ (the ‘Date of Grant”).

      


      3. Exercise
        of Option. Unless expired as provided in paragraph 5 below, and subject to
        the
        special provisions of paragraph 6 below, the Option may be exercised from
        time
        to time in whole or in part [for not more than 20% of the entire number of
        Shares at any time after the first anniversary of the Date of Grant, and
        an
        additional 20% of the total Shares on each of the four (4) succeeding
        anniversaries of] [at any time after the completion of six (6) months following]
        the Date of Grant. 

      


      4. Manner
        of
        Exercise; Payment of Purchase Price.

      


      A. Subject
        to the terms and conditions of this Agreement, the Option shall be exercised
        by
        written notice to the Company at its principal office. Such notice shall
        state
        the election to exercise the Option and shall specify the number of Shares
        sought to be exercised pursuant to the notice. Such notice of exercise shall
        be
        signed by Director and shall be irrevocable when given.

      


      B. The
        Notice of exercise shall be accompanied by the full payment, in cash, of
        the
        purchase price for the Shares or by tendering Shares owned by Director to
        the
        Company with a fair market value equal to the purchase price for the Shares
        or
        by a combination of such methods of payment.

      


      C. Upon
        receipt of the purchase price, and subject to the terms of paragraph 11,
        the
        certificate or certificates representing the Shares exercised shall be
        registered in the name of the person or persons so exercising the Option.
        If the
        Option shall be exercised by Director and, if Director shall so request in
        the
        notice exercising the Option, the Shares shall be registered in the name
        of
        Director and another person, as joint tenants with right of survivorship,
        and
        shall be delivered as provided above to or upon the written order of the
        person
        or persons exercising the Option. In the event the Option shall be exercised
        pursuant to paragraph 7 hereof, by any person or persons other than Director,
        such notice shall be accompanied by appropriate proof satisfactory to the
        Company of the right of such person or persons to exercise the Option. All
        Shares that shall be purchased upon the exercise of the Option as provided
        therein shall be fully paid and non-assessable.

      


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      5. Expiration
        of Option. A departing Director shall have twelve (12) months to exercise
        vested
        options for each full three (3) year term and any partial term served on
        the
        Board, to a maximum exercise period of thirty-six (36) months. In no event,
        however, shall the period to exercise this Option extend beyond the date,
        which
        is ten (10) years after the Date of Grant. Except as provided in paragraph
        6
        below, only those portions of this Option exercisable as of the date Director
        ceases to serve as a Director of the Company may be exercised, whether such
        termination is by retirement or otherwise. Any option not exercised within
        the
        permitted exercise period shall expire and become null and void.

      


      6. Acceleration
        of Exercisable Dates. Notwithstanding the provisions of paragraph 3 above
        relating to the exercise of this Option: (a) upon Director’s death or
        disability, this Option shall be fully vested and immediately exercisable,
        until
        the expiration date provided in paragraph 5 above, for the entire number
        of
        Shares covered hereby; (b) upon Director’s retirement, or other termination of
        service, this Option shall be fully vested and immediately exercisable, until
        the expiration date provided in paragraph 5 above, for the entire number
        of
        Shares covered hereby provided Director has completed at least five (5) years
        service on the Board; and (c) upon any Change in Control of the Company (as
        defined in the Plan), this Option shall be fully vested and immediately
        exercisable for a period of the lesser of thirty-six (36) months following
        the
        date of the Change of Control or the remaining life of the option (which
        shall
        not exceed ten (10) years from the Date of Grant), for the entire number
        of
        Shares covered hereby.

      


      7. Option
        Nontransferable. Unless otherwise approved by the Board, the Option and any
        right related thereto shall not be transferable by Director otherwise than
        by
        will or by the laws of descent and distribution and may be exercised, during
        Director’s lifetime, only by Director. Upon the death of Director, the Option
        may be exercised by Director’s executor, administrator, legatee or distributee,
        as the case may be, in accordance with paragraphs 4.C and 6.

      


      8. Adjustments
        of Shares Subject to Option. If the Shares shall at any time prior to exercise
        be changed or exchanged by reason of reorganization, merger, consolidation,
        recapitalization, reclassification, stock split, combination of Shares or
        a
        dividend payable in stock, then the aggregate number of Shares subject to
        this
        Agreement and the purchase price of such Shares shall be automatically adjusted
        such that Director’s proportionate interest shall be maintained as before the
        occurrence of such event. The determination of any such adjustment by the
        Board
        or the Administrative Committee shall be final, binding and
        conclusive.

      


      9. No
        Right
        to Continue as a Director. This Agreement does not constitute or be evidence
        of
        any agreement or understanding, express or implied, that the Company will
        retain
        Director for any period of time or at any particular rate of
        compensation.

      


      10. Rights
        as
        Shareholder. This Option shall not entitle Director or any permitted transferee
        to any rights of a shareholder of the Company or to any notice of proceedings
        of
        the Company with respect to any Shares issuable upon exercise of this Option
        unless and until the Option has been exercised for such Shares.

      


      11. Restriction
        on Issuance of Shares. The Company shall not be required to issue or deliver
        any
        certificate for Shares purchased upon the exercise of an Option prior to
        the
        obtaining of any approval from any governmental agency which the Company
        shall,
        in its sole discretion, determine to be necessary or advisable, and the
        completion of any registration or other qualification of such Shares under
        any
        state or federal law or ruling or regulations of any governmental body which
        the
        Company shall, in its sole discretion, determine to be necessary or advisable.
        In addition, if Shares reserved for issuance upon exercise of Options shall
        not
        then be registered under the Securities Act of 1933, the Company may, upon
        Director’s exercise of the Option, require Director or his permitted transferee
        to represent in writing that the Shares being acquired are for investment
        and
        not with a view to distribution, and may mark the certificate for the Shares
        with a legend restricting transfer and may issue stop transfer orders relating
        to such certificate to the transfer agent.

      


      12. Binding
        Effect. This Agreement shall be binding upon the heirs, executors,
        administrators, and successors of the parties hereto.


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      


      13. Governing
        Instrument and Law. This Option and any Shares issued hereunder shall in
        all
        respects be governed by the terms and provision of the Plan, and by the laws
        of
        the State of Texas, and in the event of a conflict between the terms of this
        Agreement and the terms of the Plan, the terms of the Plan shall
        control.

      


      THE
        BOMBAY COMPANY, INC.

      


      


      By:         /s/MICHAEL
        J. VEITENHEIMER      

      Michael
        J. Veitenheimer

      Vice
        President, Secretary and

      General
        Counsel

      


      


      Accepted
        and Agreed:

      


      


      _________________________________

      __________________,
        Director