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EXHIBIT 10.16

                         THE YANKEE CANDLE COMPANY, INC.
                      AWARD OF PERFORMANCE SHARES AGREEMENT

      This Agreement is made as of ________________ between The Yankee Candle
Company, Inc., a Massachusetts corporation (the "Company"), and
_____________________ (the "Participant").

      WHEREAS, the [1999/2005] Stock Option and Award Plan of the Company (the
"Plan") authorizes the Company to grant awards of Performance Shares (as defined
below);

      WHEREAS, the Participant is an Eligible Individual as defined in the Plan;
and

      WHEREAS, the Compensation Committee of the Board of Directors of the
Company has approved the grant to the Participant of the Award covered by this
Agreement;

      NOW, THEREFORE, in consideration of the mutual commitments made in this
Agreement, the Company and the Participant agree as follows:

      1.    Grant of Award. The Company hereby grants to the Participant an
            award of Performance Shares (the "Award"). The Award entitles the
            Participant to receive, subject to the terms and conditions of this
            Agreement, shares of common stock, $.01 par value per share, of the
            Company (the "Performance Shares"), which shall be issued under the
            Plan. The target number of Performance Shares to be issued to the
            Participant is _________, although the actual number (if any) of
            Performance Shares issued could be lower or higher, as provided in
            this Agreement. Any Performance Shares issued under this Agreement
            shall be issued in consideration of employment services performed by
            the Participant during the Performance Period (as defined below).

      2.    Number of Performance Shares.

            a)    The actual number of Performance Shares which may be issued to
                  the Participant shall be based upon the Company's cumulative
                  earnings per share, as determined in accordance with generally
                  accepted accounting principles and as reported by the Company
                  in its filings with the Securities and Exchange Commission
                  ("EPS"), for the three fiscal years ending ________________,
                  ________________ and ________________ (the "Performance
                  Period"). The Participant shall receive, subject to the other
                  terms and conditions of this Agreement, the following
                  percentage of his or her target number of Performance Shares:


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CUMULATIVE EPS DURING
PERFORMANCE                       PERCENTAGE OF TARGET
PERIOD                            SHARES ISSUED

Less than $____                   0%

$____                             ___%

From $____ through                __% plus ___% for each
$____                             $____ of EPS in excess of
                                  $____

$____                             100%

From $____ through                100% plus .___% for each
$____                             $____ of EPS in excess of
                                  $____

$____ and above                   175%

            b)    The Compensation Committee shall have the authority,
                  exercisable in its discretion, to adjust from time to time the
                  EPS targets set forth in Section 2(a) and elsewhere in this
                  Agreement as it deems appropriate under the circumstances,
                  including to take into account (i) events such as share
                  repurchases by the Company and equity financings by the
                  Company that affect the number of outstanding shares of common
                  stock of the Company and (ii) acquisitions or other unusual
                  events that affect the Company's net income.

      3.    Issuance of Performance Shares and Dividend Equivalent Payment. At
            the first meeting of the Compensation Committee held after the
            Company's financial results for the fiscal year ending
            ________________ [third fiscal year in Performance Period] are first
            reported by the Company as part of a filing (including a Current
            Report on Form 8-K) with the Securities and Exchange Commission, the
            Compensation Committee shall (i) review the Company's EPS over the
            Performance Period (or portion thereof, as provided in Section 5),
            (ii) make any adjustments to the EPS targets set forth in this
            Agreement pursuant to the authority granted in Section 2(b), and
            (iii) approve (subject to the continued employment condition set
            forth in Section 4) the issuance of Performance Shares to the
            Participant in accordance with the provisions of Section 2(a) or
            Section 5, as applicable. As promptly as practicable following such
            Compensation Committee meeting, the Company shall (a) issue to the
            Participant such number of Performance Shares as have been approved
            for issuance to the Participant as described above and (b) pay to
            the Participant an amount in cash equal to the Dividend Equivalent
            Payment. For purposes of this Agreement, the "Dividend Equivalent
            Payment" means (i) the total amount (if any) of the dividends
            declared on a share of common stock of the Company payable to
            holders of record as of a date between the date of this Agreement
            and the date on which the Performance Shares are issued to the
            Participant, multiplied by (ii) the number of Performance Shares
            issued to the Participant. The Participant shall forfeit any rights
            he or she may have had to any Performance Shares that are not issued
            to the Participant as provided in this Section 3.

      4.    Continuation of Employment as a Condition to Issuance of Performance
            Shares.

            a)    Except as provided in Section 4(b) and Section 5, if the
                  Participant's employment with the Company terminates for any
                  reason prior to ________________ [end of third fiscal year in
                  Performance Period], the Participant shall forfeit all rights
                  under this Agreement effective as of such employment
                  termination, and shall not be entitled to receive any
                  Performance Shares


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                  (regardless of whether the EPS targets are attained). For
                  purposes of this Agreement, the Participant shall be deemed to
                  be employed by the Company if he or she is employed by any
                  subsidiary of the Company.

            b)    If the Participant terminates his or her employment pursuant
                  to a Qualifying Retirement (as defined below) on or after
                  ________________ [first day of second fiscal year in
                  Performance Period] but prior to ________________ [end of
                  third fiscal year in Performance Period], or if such
                  employment is terminated during such time period by reason of
                  the Participant's death or Disability (as defined in the
                  Plan), then notwithstanding the terms of Section 4(a), he or
                  she shall be eligible to receive Performance Shares and the
                  Dividend Equivalent Payment in accordance with the terms of
                  Section 3 (including the timing of issuance and payment
                  provided for therein) and the other terms of this Agreement,
                  as if his or her employment with the Company had continued
                  through ________________ [end of third fiscal year in
                  Performance Period], except that (i) if the Qualifying
                  Retirement or death or Disability occurs subsequent to the end
                  of the fiscal year ending ________________ [first fiscal year
                  in Performance Period] but prior to the end of the fiscal year
                  ending ________________ [second fiscal year in Performance
                  Period], the number of Performance Shares issued to the
                  Participant shall be reduced to 33.33% of the number that
                  would otherwise have been issued to the Participant, and (ii)
                  if the Qualifying Retirement or death or Disability occurs
                  subsequent to the end of the fiscal year ending
                  ________________ [second fiscal year in Performance Period]
                  but prior to the end of the fiscal year ending
                  ________________ [third fiscal year in Performance Period],
                  the number of Performance Shares issued to the Participant
                  shall be reduced to 66.67% of the number that would otherwise
                  have been issued to the Participant.

            c)    A "Qualifying Retirement" means retirement by the Participant
                  after satisfaction of the conditions in either clause (i) or
                  clause (ii):

                  i.    The Participant has both (A) attained the age of 55 and
                        (B) completed at least ten years of employment with the
                        Company; or

                  ii.   the sum of the Participant's age plus the number of
                        years he or she has been employed by the Company equals
                        or exceeds 75 years.

      5.    Change in Control.

            a)    In the event a Change in Control of the Company (as defined in
                  the Plan) occurs prior to the end of the fiscal year ending
                  ________________ [first fiscal year in Performance Period],
                  this Agreement shall terminate and the Participant shall
                  forfeit any rights he or she may have had to any Performance
                  Shares issuable under this Agreement.

            b)    In the event a Change in Control of the Company occurs
                  subsequent to the end of the fiscal year ending
                  ________________ [first fiscal year in Performance Period] but
                  prior to the end of the fiscal year ending ________________
                  [second fiscal year in Performance Period] and the Participant
                  remains employed by the Company through the date of the Change
                  in Control, (i) the Participant's target number of Performance
                  Shares shall be reduced to 33.33% of the original target
                  number, (ii) the Participant shall receive his or her adjusted
                  target number of Performance Shares if the Company's EPS for
                  the fiscal year ending ________________ [first fiscal year in
                  Performance Period] is at least $____, (iii) the Compensation
                  Committee shall meet prior to the date of the Change in
                  Control to take the actions contemplated by Section 3, (iv)
                  immediately prior to the Change in Control, the Company shall
                  issue to the Participant such number of Performance Shares as
                  have been approved by the Compensation Committee for issuance
                  to the Participant and pay to the Participant an amount in
                  cash equal to the Dividend Equivalent Payment, and (v) this
                  Agreement shall terminate and the


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                  Participant shall forfeit any rights he or she may have had to
                  any additional Performance Shares issuable under this
                  Agreement.

            c)    In the event a Change in Control of the Company occurs
                  subsequent to the end of the fiscal year ending
                  ________________ [second fiscal year in Performance Period]
                  but prior to the end of the fiscal year ending
                  ________________ [third fiscal year in Performance Period] and
                  the Participant remains employed by the Company through the
                  date of the Change in Control, (i) the Participant's target
                  number of Performance Shares shall be reduced to 66.67% of the
                  original target number, (ii) the Participant shall receive his
                  or her adjusted target number of Performance Shares if the
                  Company's cumulative EPS for the fiscal years ending
                  ________________ and ______________ [first and second fiscal
                  years in Performance Period] is at least $____, (iii) the
                  Compensation Committee shall meet prior to the date of the
                  Change in Control to take the actions contemplated by Section
                  3, (iv) immediately prior to the Change in Control, the
                  Company shall issue to the Participant such number of
                  Performance Shares as have been approved by the Compensation
                  Committee for issuance to the Participant and pay to the
                  Participant an amount in cash equal to the Dividend Equivalent
                  Payment, and (v) this Agreement shall terminate and the
                  Participant shall forfeit any rights he or she may have had to
                  any additional Performance Shares issuable under this
                  Agreement.

            d)    If it is impracticable for the Compensation Committee and/or
                  the Company to take the actions described in paragraph (b) or
                  (c) of this Section 5 prior to the Change in Control, the
                  Compensation Committee and/or the Company shall take such
                  actions as promptly as practicable following the Change in
                  Control, or shall otherwise provide to the Participant the
                  economic equivalent of the share issuance and cash payment
                  provided for in this Section 5.

      6.    Non-competition and Non-Solicitation.

            a)    While the Participant is employed by the Company and for a
                  period of two years after the termination or cessation of such
                  employment for any reason,

                  i.    the Participant shall not, directly or indirectly, as an
                        individual proprietor, partner, stockholder, officer,
                        employee, director, joint venture, investor, lender,
                        consultant, or in any other capacity whatsoever (other
                        than as the holder of not more than one percent of the
                        combined voting power of the outstanding stock of a
                        publicly held company), engage in or be affiliated with
                        any business that is competitive with the business of
                        the Company, including but not limited to any business
                        or enterprise that either (A) develops, manufactures,
                        markets, licenses or sells candles, candle accessories,
                        home or personal fragrance products, or products sold by
                        the Company under its Old Farmers Almanac General Store
                        retail format, or (B) otherwise provides any other
                        consumer product or service that competes with any
                        product or service that (1) was developed, manufactured,
                        marketed, licensed, sold or provided by the Company
                        during the time in which the Participant was employed
                        with the Company, or (2) the Company planned, during the
                        time in which the Participant was employed with the
                        Company, to develop, manufacture, market, license, sell
                        or provide; and

                  ii.   the Participant shall not, either alone or in
                        association with others (A) solicit, or permit any
                        organization directly or indirectly controlled by the
                        Participant to solicit, any employee of the Company to
                        leave the employ of the Company, or (B) solicit for
                        employment, hire or engage as an independent contractor,
                        or permit any organization directly or indirectly
                        controlled by the Participant to solicit for employment,
                        hire or engage as an independent contractor, any person
                        who was employed by the Company at the time of the
                        termination or cessation of the Participant's employment
                        with the Company; provided, that this clause (B) shall
                        not apply to the solicitation, hiring or


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                        engagement of any individual whose employment with the
                        Company has been terminated for a period of six months
                        or longer.

            b)    If any restriction set forth in this Section 6 is found by any
                  court of competent jurisdiction to be unenforceable because it
                  extends for too long a period of time or over too great a
                  range of activities or in too broad a geographic area, it
                  shall be interpreted to extend only over the maximum period of
                  time, range of activities or geographic area as to which it
                  may be enforceable.

            c)    The restrictions contained in this Section 6 are necessary for
                  the protection of the business and goodwill of the Company and
                  are considered by the Participant to be reasonable for such
                  purpose. The Participant agrees that any breach of this
                  Section 6 is likely to cause the Company substantial and
                  irrevocable damage that is difficult to measure. Therefore, in
                  the event of any such breach or threatened breach, the
                  Participant agrees that the Company, in addition to such other
                  remedies which may be available, shall have the right to
                  obtain an injunction from a court restraining such a breach or
                  threatened breach and the right to specific performance of the
                  provisions of this Agreement and the Participant hereby waives
                  the adequacy of a remedy at law as a defense to such relief.

      7.    Rights as a Stockholder. The Participant shall not be deemed to be
            the holder of or to have any of the rights of a holder with respect
            to, any of the Performance Shares unless and until such Performance
            Shares have been issued to the Participant in accordance with the
            terms of this Agreement.

      8.    Withholding Taxes. The Participant shall pay to the Company, or make
            provision satisfactory to the Company for the payment of, any taxes
            required by law to be withheld in connection with the issuance of
            the Performance Shares and the payment of the Dividend Equivalent
            Payment by the Company to the Participant. The Company may, to the
            extent permitted by law, deduct any such tax obligations from any
            payment of any kind otherwise due to the Participant. Without
            limiting the generality of the foregoing, unless otherwise agreed in
            writing, and provided the common stock of the Company continues to
            be registered under Section 12(b) of the Securities Exchange Act of
            1934, in satisfaction of such withholding tax obligation the Company
            is hereby directed to and shall (i) withhold, from the number of
            Performance Shares that would otherwise have been issued to the
            Participant under this Agreement, such number of Performance Shares
            as have a Fair Market Value (as defined in the Plan) equal to the
            Company's tax withholding obligation or (ii) withhold the amount of
            such tax withholding obligation from the Dividend Equivalent
            Payment.

      9.    Miscellaneous Provisions.

            a)    Provisions of the Plan. The Award covered by this Agreement is
                  made pursuant to, and is subject to the provisions of, the
                  Plan.

            b)    Capitalization Changes. In the event of any stock split,
                  reverse stock split, stock dividend, combination of shares or
                  similar change in the capitalization of the Company, the
                  target number of Performance Shares and the EPS targets, as
                  well as the calculation of the Dividend Equivalent Payment,
                  shall be proportionately adjusted to reflect such event.

            c)    Non-transferability of Award. The Award covered by this
                  Agreement may not be sold, transferred, pledged, hypothecated
                  or otherwise disposed of. Any Performance Shares issued under
                  this Agreement may be sold, transferred, pledged, hypothecated
                  or otherwise disposed of, subject to the provisions of
                  applicable law and any other agreement to which the
                  Participant may be a party.

            d)    Authority of Compensation Committee. In making any decisions
                  or taking any actions with respect to the matters covered by
                  this Agreement, the Compensation Committee shall have all


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                  of the authority and discretion, and shall be subject to all
                  of the protections, provided for in the Plan. All decisions
                  and actions by the Compensation Committee with respect to this
                  Agreement shall be made in the Compensation Committee's
                  discretion and shall be final and binding on the Participant.

            e)    No Right to Continued Employment. The Participant acknowledges
                  and agrees that, notwithstanding the fact that the issuance of
                  the Performance Shares is contingent upon (among other things)
                  his or her continued employment by the Company, this Agreement
                  does not constitute an express or implied promise of continued
                  employment or confer upon the Participant any rights with
                  respect to continued employment by the Company.

            f)    Severability. The invalidity or unenforceability of any
                  provision of this Agreement shall not affect the validity or
                  enforceability of any other provision of this Agreement, and
                  each other provision of this Agreement shall be severable and
                  enforceable to the extent permitted by law.

            g)    Binding Effect. This Agreement shall be binding upon and inure
                  to the benefit of the Company and the Participant and their
                  respective heirs, executors, administrators, legal
                  representatives, successors and assigns, subject to the
                  restrictions on transfer set forth in Section 9(c).

            h)    Notice. All notices required or permitted hereunder shall be
                  in writing and deemed effectively given upon personal delivery
                  or five days after deposit in the United States Post Office,
                  by registered or certified mail, postage prepaid, addressed to
                  the other party hereto at the address shown beneath his or its
                  respective signature to this Agreement (directed, in the case
                  of notices to the Company, to the Chief Financial Officer), or
                  at such other address or addresses as either party shall
                  designate to the other in accordance with this Section 9(h).

            i)    Counterparts. This Agreement may be executed in any number of
                  counterparts, each of which shall be deemed to be an original
                  and which together shall constitute one and the same
                  instrument.

            j)    Entire Agreement. This Agreement and the Plan constitute the
                  entire agreement between the parties, and supersedes all prior
                  agreements and understandings, relating to the subject matter
                  of this Agreement.

            k)    Amendment. This Agreement may be amended or modified only by a
                  written instrument executed by both the Company and the
                  Participant.

            l)    Governing Law. This Agreement shall be construed, interpreted
                  and enforced in accordance with the internal laws of the
                  Commonwealth of Massachusetts without regard to any applicable
                  conflicts of laws.

            m)    Participant's Acknowledgments. The Participant acknowledges
                  that he or she has read this Agreement, has received and read
                  the Plan, and understands the terms and conditions of this
                  Agreement and the Plan.

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.


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                                  THE YANKEE CANDLE COMPANY, INC.

                                  By: ___________________________
                                      Title: ______________________
                                      Address: 16 Yankee Candle Way
                                               P.O. Box 110
                                               South Deerfield, MA 01373

                                  __________________________
                                  Name of Participant:
                                  Address: __________________
                                           __________________