# **EXHIBIT 10.2**

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# ***Form for Employees***

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# **RESTRICTED STOCK AWARD AGREEMENT**

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*Non-transferable*

GRANT TO

 
|                  |   |   |
|-----------------------|--------|--------|
| (“Grantee”) |

 

by Citi Trends, Inc.(the “Company”) of

          sharesof its common stock, $0.01 par value (the “Shares”)

 

pursuant to and subject tothe provisions of the Citi Trends 2005 Long-Term Incentive Plan (the “Plan”)and to the terms and conditions set forth on the following page (the “Termsand Conditions”).  By accepting the Shares,Grantee shall be deemed to have agreed to the terms and conditions set forth inthis Agreement and the Plan.  Capitalizedterms used herein and not otherwise defined shall have the meanings assigned tosuch terms in the Plan.

 

The Shares will vest (become non-forfeitable)in accordance with the following schedule:

** **
| **Years of Employment   after Grant Date** | ** ** | **Percent of Shares Vested** | ** ** |
|---------------------------------------------------------------------|------------|---------------------------------------------|------------|
| 1                                                                   |       | 25                                          | %          |
| 2                                                                   |       | 50                                          | %          |
| 3                                                                   |       | 75                                          | %          |
| 4                                                                   |       | 100                                         | %          |

 

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 AND CONDITIONS**

 

1.  Restrictions. The Shares aresubject to each of the following restrictions. “Restricted Shares” mean thoseShares that are subject to the restrictions imposed hereunder whichrestrictions have not then expired or terminated. Restricted Shares may not besold, transferred, exchanged, assigned, pledged, hypothecated or otherwiseencumbered. If Grantee’s employment with the Company or any Subsidiaryterminates for any reason, then Grantee shall forfeit all of Grantee’s right,title and interest in and to the Restricted Shares as of the date of employmenttermination, and such Restricted Shares shall revert to the Company immediatelyfollowing the event of forfeiture. The restrictions imposed under this Section shallapply to all shares of the Company’s Stock or other securities issued withrespect to Restricted Shares hereunder in connection with any merger,reorganization, consolidation, recapitalization, stock dividend or other changein corporate structure affecting the Stock of the Company.

 

2.  Expirationand Termination of Restrictions. The restrictions imposed under Section 1will expire on the earliest to occur of the following (the period prior to suchexpiration being referred to herein as the “Restricted Period”):

 

(a)       as to the percentages of the Sharesspecified on the cover page hereof, on the respective dates specified on thecover page hereof; provided Grantee is then employed by the Company; or

 

(b)       upon a Change of Control of the Company.

 

3.  Delivery of Shares. The Shareswill be registered in the name of Grantee as of the Grant Date and may be heldby the Company during the Restricted Period in certificated or uncertificatedform. If a certificate for Restricted Shares is issued during the RestrictedPeriod with respect to such Shares, such certificate shall be registered in thename of Grantee and shall bear a legend in substantially the following form (inaddition to any legend required under applicable state securities laws): “Thiscertificate and the shares of stock represented hereby are subject to the termsand conditions (including forfeiture and restrictions against transfer)contained in a Restricted Stock Agreement between the registered owner of theshares represented hereby and Citi Trends, Inc. Release from such termsand conditions shall be made only in accordance with the provisions of such Agreement,copies of which are on file in the offices of Citi Trends, Inc.”  Stock certificates for the Shares, withoutthe first above legend, shall be delivered to Grantee or Grantee’s designeeupon request of Grantee after the expiration of the Restricted Period, butdelivery may be postponed for such period as may be required for the Companywith reasonable diligence to comply, if deemed advisable by the Company, withregistration requirements under the Securities Act of 1933, listingrequirements under the rules of any stock exchange, and requirements underany other law or regulation applicable to the issuance or transfer of theShares.

 

4.  Voting and Dividend Rights.Grantee, as beneficial owner of the Shares, shall have full voting and dividendrights with respect to the Shares during and after the Restricted Period. Eachdividend payment, if any, shall be made no later than the end of the calendaryear in which the dividend is paid to the shareholders or, if later, the 15thday of the third month following the date the dividend is paid toshareholders.  Any non-cash dividendsshall be subject to the restrictions imposed under Section 1.  If Grantee forfeits any rights he may haveunder this Agreement, Grantee shall no longer have any rights as a stockholderwith respect to the Restricted Shares or any interest therein and Grantee shallno longer be entitled to receive dividends on such stock. In the event that forany reason Grantee shall have received dividends upon such stock after suchforfeiture, Grantee shall repay to the Company any amount equal to suchdividends.

 

5.  No Right of Continued Employment.Nothing in this Agreement shall interfere with or limit in any way the right ofthe Company to terminate Grantee’s employment at any time, nor confer upon Granteeany right to continue in the employ of the Company.

 

6.  Payment of Taxes.

 

(a)       Upon issuance of the Shares hereunder,Grantee may make an election to be taxed upon such award under Section 83(b) ofthe Internal Revenue Code.  To effectsuch election, Grantee may file an appropriate election with Internal RevenueService within thirty (30) days after award of the Shares and otherwise inaccordance with applicable Treasury Regulations.

 

(b)       Grantee will, no later than the date asof which any amount related to the Shares first becomes includable in Grantee’sgross income for federal income tax purposes, pay to the Company, or make otherarrangements satisfactory to the Committee regarding payment of, any federal,state and local taxes of any kind required by law to be withheld with respectto such amount, including without limitation the surrender of shares of Stockto the Company. The obligations of the Company under this Agreement will beconditional on such payment or arrangements, and the Company will, to theextent permitted by law, have the right to deduct any such taxes from the awardor any payment of any kind otherwise due to Grantee.

 

7.  Plan Controls. The termscontained in the Plan are incorporated into and made a part of this Agreementand this Agreement shall be governed by and construed in accordance with thePlan. In the event of any actual or alleged conflict between the provisions ofthe Plan and the provisions of this Agreement, the provisions of the Plan shallbe 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 andcommunications under this Agreement must be in writing and either personallydelivered or sent by registered or certified United States mail, return receiptrequested, postage prepaid. Notices to the Company must be addressed to CitiTrends, Inc., 102 FAHM Street, Savannah, GA 31401, Attn: 

 

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Secretary, or any other address designated by theCompany in a written notice to Grantee. Notices to Grantee will be directed tothe address of Grantee then currently on file with the Company, or at any otheraddress given by Grantee in a written notice to the Company.

 

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