# **Exhibit 10.2**

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# **RESTRICTED STOCK AWARD AGREEMENT**

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*Non-transferable*

GRANT TO

 

(“Grantee”)

 

by Citi Trends, Inc. (the “Company”) of       shares of its common stock, $0.01 parvalue (the “Shares”)

 

pursuant to and subject to the provisions of the Citi Trends 2005Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forthon the following page (the “Terms and Conditions”).  By accepting the Shares, Grantee shall bedeemed to have agreed to the terms and conditions set forth in this Agreementand the Plan.  Capitalized terms usedherein and not otherwise defined shall have the meanings assigned to such termsin the Plan.

 

The Shares will vest (become non-forfeitable)on the first anniversary of the Grant Date, provided that Grantee is a directorof the Company as of such date.

 

IN WITNESS WHEREOF, Citi Trends, Inc.,acting by and through its duly authorized officers, has caused this Agreementto be duly executed.

 

CITI TRENDS, INC.

 
| By: |   |   | Grant Date: |   |
|-----|--------|--------|-------------|--------|

 

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**TERMS ANDCONDITIONS**

 

1. Restrictions.The Shares are subject to each of the following restrictions. “RestrictedShares” mean those Shares that are subject to the restrictions imposedhereunder which restrictions have not then expired or terminated. RestrictedShares may not be sold, transferred, exchanged, assigned, pledged, hypothecatedor otherwise encumbered. If Grantee’s service as a director of the Company orany Subsidiary terminates for any reason, then Grantee shall forfeit all ofGrantee’s right, title and interest in and to the Restricted Shares as of thedate of such termination, and such Restricted Shares shall revert to theCompany immediately following the event of forfeiture. The restrictions imposedunder this Section shall apply to all shares of the Company’s Stock orother securities issued with respect to Restricted Shares hereunder inconnection with any merger, reorganization, consolidation, recapitalization,stock dividend or other change in corporate structure affecting the Stock ofthe Company.

 

2. Expiration and Termination of Restrictions.The restrictions imposed under Section 1 will expire on the earliest tooccur of the following (the period prior to such expiration being referred toherein as the “Restricted Period”):

 

(a)   onthe first anniversary of the Grant Date; provided Grantee is then a member ofthe Board of Directors of the Company

 

(b)   uponGrantee’s Disability or death, but only with respect to the number of Sharesthat would otherwise have vested within the 12 months following the Disabilityor death based on Grantee’s continued service with the Company; or

 

(c)   upona Change of Control of the Company.

 

3. Delivery ofShares. The Shares will be registered in the name of Grantee as of theGrant Date and may be held by the Company during the Restricted Period incertificated or uncertificated form. If a certificate for Restricted Shares isissued during the Restricted Period with respect to such Shares, suchcertificate shall be registered in the name of Grantee and shall bear a legendin substantially the following form (in addition to any legend required underapplicable state securities laws): “This certificate and the shares of stockrepresented hereby are subject to the terms and conditions (includingforfeiture and restrictions against transfer) contained in a Restricted Stock Agreementbetween the registered owner of the shares represented hereby and Citi Trends, Inc.Release from such terms and conditions shall be made only in accordance withthe provisions of such Agreement, copies of which are on file in the offices ofCiti Trends, Inc.”  Stockcertificates for the Shares, without the first above legend, shall be deliveredto Grantee or Grantee’s designee upon request of Grantee after the expirationof the Restricted Period, but delivery may be postponed for such period as maybe required for the Company with reasonable diligence to comply, if deemedadvisable by the Company, with registration requirements under the SecuritiesAct of 1933, listing requirements under the rules of any stock exchange,and requirements under any other law or regulation applicable to the issuanceor transfer of the Shares.

 

4. VotingRights. Grantee, as beneficial owner of the Shares, shall have full voting rightswith respect to the Shares during and after the Restricted Period.

 

5. DividendRights. Grantee shall accrue cash and non-cash dividends, if any, paid withrespect to the Restricted Shares, but the payment of such dividends shall bedeferred and held (without interest) by the Company for the account of Granteeuntil the expiration of the Restricted Period. During the Restricted Period, such dividends shall be subject to thesame vesting restrictions imposed under Section 1 as the Restricted Sharesto which they relate.  Accrued dividendsdeferred and held pursuant to the foregoing provision shall be paid by the Companyto the Grantee promptly upon the expiration of the Restricted Period (and inany event within 30 days of the date of such expiration).

 

6. Payment ofTaxes.

 

(a)   Uponissuance of the Shares hereunder, Grantee may make an election to be taxed uponsuch award under Section 83(b) of the Internal Revenue Code.  To effect such election, Grantee may file anappropriate election with Internal Revenue Service within thirty (30) daysafter award of the Shares and otherwise in accordance with applicable TreasuryRegulations.

 

(b)   Granteewill, no later than the date as of which any amount related to the Shares firstbecomes includable in Grantee’s gross income for federal income tax purposes,pay to the Company, or make other arrangements satisfactory to the Committeeregarding payment of, any federal, state and local taxes of any kind requiredby law to be withheld with respect to such amount, including without limitationthe surrender of shares of Stock to the Company. The obligations of the Companyunder this Agreement will be conditional on such payment or arrangements, andthe Company will, to the extent permitted by law, have the right to deduct anysuch taxes from the award or any payment of any kind otherwise due to Grantee.

 

7. PlanControls. The terms contained in the Plan are incorporated into and made apart of this Agreement and this Agreement shall be governed by and construed inaccordance with the Plan. In the event of any actual or alleged conflictbetween the provisions of the Plan and the provisions of this Agreement, theprovisions of the Plan shall be controlling and determinative.

 

8.  Successors.  This Agreement shall be binding upon anysuccessor of the Company, in accordance with the terms of this Agreement andthe Plan.

 

9.  Severability.  If any one or more of the provisionscontained in this Agreement is invalid, illegal or unenforceable, the otherprovisions of this Agreement will be construed and enforced as if the invalid,illegal or unenforceable provision had never been included.

 

10. Notice.Notices and communications under this Agreement must be in writing and eitherpersonally delivered or sent by registered or certified United States mail,return receipt requested, postage prepaid. Notices to the Company must beaddressed to Citi Trends, Inc., 104 Coleman Boulevard, Savannah, GA 31408,Attn: Secretary, or any other address designated by the Company in a writtennotice to Grantee. Notices to Grantee will be directed to the address ofGrantee then currently on file with the Company, or at any other address givenby Grantee in a written notice to the Company.

 

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