**Exhibit    10.11** **KIRKLAND’S,    INC.**       **COMPENSATION    POLICY FOR NON-EMPLOYEE DIRECTORS** **as of    February 4, 2007**     Each Non-Employee Director (as defined) of Kirkland’s, Inc.    (the “Company”) shall be compensated for service on    the Board and any Board committee as follows:     A. **Monetary Compensation**     1. ***BOARD ANNUAL RETAINER FEE***:  Each    Non-Employee Director shall be paid a $20,000 annual retainer    fee. This fee shall be paid in equal installments at the end of    each fiscal quarter for which said Non-Employee Director    provided services as a Director to the Company. To the extent an    Non-Employee Director provided services to the Company as a    Director for less than all of the prior fiscal quarter, this    annual retainer fee and the related installment shall be    prorated to compensate the Non-Employee Director only for the    portion of the prior fiscal quarter that such Non-Employee    Director provided services as a Director.     2. ***COMMITTEE MEMBERSHIP ANNUAL RETAINER    FEE***:  In addition to the cash and equity    compensation provided elsewhere herein, each Non-Employee    Director who is a member of one of the Committees of the Board    listed below shall be paid an additional annual retainer fee.    This fee shall be paid in equal installments at the end of each    fiscal quarter for which an Non-Employee Director served as a    member of any such Committee. To the extent an Non-Employee    Director served as a member of any such Committee for less than    all of the prior fiscal quarter, the annual Committee fee and    the related installment shall be prorated to compensate the    Non-Employee Director only for the portion of the prior fiscal    quarter that such Non-Employee Director served as a member of    such Committee. The applicable annual retainer fees for    Committee membership shall be the amount set forth beside the    name of each Board Committee listed below:               a.      Audit Committee:     $    2,000      b.      Compensation Committee:     $    1,000      c.      Governance and Nominating Committee:     $    500      3. ***BOARD AND COMMITTEE CHAIR    FEES***:  In addition to the cash and equity    compensation provided elsewhere herein, each Non-Employee    Director who serves as the Chairman of the Board or as the    Chairman of any Committee of the Board shall be paid an    additional annual retainer fee. This fee shall be paid in equal    installments at the end of each fiscal quarter for which an    Non-Employee Director served as the Chairman. To the extent an    Non-Employee Director served as the Chairman for less than all    of the prior fiscal quarter, the annual Chairman retainer fee    and the related installment shall be prorated to compensate the    Non-Employee Director only for the portion of the prior fiscal    quarter that such Non-Employee Director served as the Chairman    of the Board or of the pertinent Committee. The applicable    additional annual retainer fees for service as the Chairman of    the Board or as the Chairman of any Board Committee listed below    shall be the amount set forth beside the name of each Board    Committee listed below:               a.      Board Chairman:     $    30,000      b.      Audit Committee Chairman:     $    2,500      c.      Compensation Committee Chairman     $    1,000      d.      Governance and Nominating Committee Chairman:     $    500      4. ***BOARD MEETING FEES***:  Each    Non-Employee Director shall be paid an additional $1,000 fee for    each meeting of the Board that such Non-Employee Director    attends in person. This fee shall be paid at the end of each    fiscal quarter for which said Non-Employee Director attended    Board meetings as a member of the Board of the Company.     5. ***COMMITTEE MEETING FEES***:  Each    Non-Employee Director who is a member of the Audit Committee and    the Compensation Committee of the Company shall be paid an    additional $500 fee for