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                                                                    EXHIBIT 10.1

                             CELEBRATE EXPRESS, INC.
                 2004 AMENDED AND RESTATED EQUITY INCENTIVE PLAN
                     NOTICE OF RESTRICTED STOCK UNITS AWARD

      You have been granted restricted stock units representing hypothetical
shares of Common Stock of Celebrate Express, Inc. (the "Company") under the
Celebrate Express, Inc., 2004 Amended and Restated Equity Incentive Plan, as
amended (the "Plan"), on the following terms:


      Name of Recipient:


      Total Number of Units Granted:


      Date of Grant:


      Vesting Commencement Date:


      Fully-Vested Date:


      Vesting Schedule (if award is subject to vesting):


      You and the Company agree that these stock units are granted under and
governed by the terms and conditions of the Plan and the Restricted Stock Unit
Agreement, which is attached to and made a part of this document. Defined terms
used herein but not otherwise defined shall have the meanings ascribed to them
in the Restricted Stock Unit Agreement as the Plan.


      You further agree that the Company may deliver by email all documents
relating to the Plan or this award (including, without limitation, prospectuses
required by the Securities and Exchange Commission) and all other documents that
the Company is required to deliver to its security holders (including, without
limitation, annual reports and proxy statements). You also agree that the
Company may deliver these documents by posting them on a web site maintained by
the Company or a third party under contract with the Company. If the Company
posts these documents on a web site, it will notify you by email.

<TABLE>
<S>                                                  <C>
RECIPIENT:                                           CELEBRATE EPRESS, INC.


--------------------------------                     --------------------------
[Name]                                               [Name]
                                                     [Title]
</TABLE>


<PAGE>
                             CELEBRATE EXPRESS, INC.
                 2004 AMENDED AND RESTATED EQUITY INCENTIVE PLAN
                         RESTRICTED STOCK UNIT AGREEMENT



      THIS RESTRICTED STOCK UNIT AGREEMENT (the "Agreement"), dated (GRANT DATE)
between Celebrate Express, Inc., a Washington corporation ("Company"), and
(EMPLOYEE)(NAME) (the "Employee"), is entered into as follows:


      WHEREAS, the continued participation of the Employee is considered by the
Company to be important for the Company's continued growth; and


      WHEREAS, in order to give the Employee an incentive to continue in the
employ of the Company and to assure his or her continued commitment to the
success of the Company, the Compensation Committee of the Board of Directors of
the Company (the "Committee") has determined that the Employee shall be granted
stock units representing hypothetical shares of the Company's common stock
("Stock Units"), with each Stock Unit equal in value to one share of the
Company's common stock (the "Stock"), subject to the restrictions stated below
and in accordance with the terms and conditions of the 2004 Amended and Restated
Equity Incentive Plan (the "Plan"). Capitalized terms used but not defined in
this Agreement have the meanings assigned to them in the Plan.


      THEREFORE, the parties agree as follows:


1. GRANT OF STOCK UNITS. Subject to the terms and conditions of this Agreement
and of the Plan, the Company hereby grants to the Employee Stock Units covering
(SHARES) shares of Stock (the "Shares").


2. VESTING SCHEDULE. Subject to Employee's Continuous Service during the
following vesting term, the interest of the Employee in the Stock Units shall
vest as follows: (INSERT VESTING PROVISION HERE). Therefore, provided the
Employee has not experienced a termination of Continuous Service prior to the
close of business on (INSERT FULL VESTING DATE HERE), the interest of the
Employee in the Stock Units shall become fully vested on that date.


3. BENEFIT UPON VESTING. Upon the vesting of the Stock Units, the Employee shall
be entitled to receive, as soon as administratively practicable, the Shares
equal to the number of Stock Units that have vested.


4. RESTRICTIONS.

      (a) Except as otherwise provided for in this Agreement, the Stock Units or
rights granted hereunder may not be sold, pledged or otherwise transferred until
the Stock Units become vested in accordance with Section 2 and the Shares are
issued under Section 3. The period of time between the date hereof and the date
the Stock Units become fully vested is referred to herein as the "Restriction
Period."


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      (b) Except as otherwise provided for in this Agreement, if the Employee's
employment with the Company is terminated at any time for any reason (including
as a result of the Employee's death or disability (including a Disability) prior
to the lapse of the Restriction Period, or the Employee otherwise experiences a
termination of continuous service during the Restriction Period, all Stock Units
granted hereunder that have not vested by such termination date and that are
held by the Employee as of such date shall, with no further action by the
Company required, be forfeited by, and no further rights shall accrue to, the
Employee.


5. NO STOCKHOLDER RIGHTS. Stock Units represent hypothetical shares of Stock.
During the Restriction Period, the Employee shall not be entitled to any of the
rights or benefits generally accorded to stockholders.


6. TAXES.

      (a) The Employee shall be liable for any and all taxes, including
withholding taxes, arising out of this grant or the vesting of Stock Units
hereunder. In the event that the Company is required to withhold taxes as a
result of the grant or vesting of Stock Units, or subsequent sale of Stock
acquired pursuant to such Stock Units, or due upon receipt of dividend
equivalent payments, the Employee shall surrender a sufficient number of whole
shares of Stock or make a cash payment as necessary to cover all applicable
required withholding taxes and required social insurance contributions at the
time the restrictions on the Stock Units lapse, unless alternative procedures
for such payment are established by the Company. The Employee will receive a
cash refund for any fraction of a surrendered share not necessary for required
withholding taxes. To the extent that any surrender of Stock or payment of cash
or alternative procedure for such payment is insufficient, the Employee
authorizes the Company and its Affiliates, which are qualified to deduct tax at
source, to deduct all applicable required withholding taxes from the Employee's
compensation. The Employee agrees to pay any amounts that cannot be satisfied
from wages or other cash compensation, to the extent permitted by law. For
purposes of this Agreement, the Company shall calculate any applicable income
required to be recognized and withholding taxes arising in connection with the
issuance or vesting of the Stock Units using the same method of determining fair
market value of a share of Stock as the Company uses in determining Fair Market
Value under the Plan.


      (b) Regardless of any action the Company takes with respect to any or all
income tax, payroll tax, payment on account or other tax-related withholding
("Tax-Related Items"), the Employee acknowledges and agrees that the ultimate
liability for all Tax-Related Items legally due by him or her is and remains the
Employee's responsibility and that the Company (i) make no representations nor
undertakings regarding the treatment of any Tax-Related Items in connection with
any aspect of this grant of Stock Units, including the vesting of Stock Units,
subsequent payment of Stock and/or cash related to such Stock Units or the
subsequent sale of any Stock acquired pursuant to such Stock Units and receipt
of any dividend equivalent payments; and (ii) do not commit to structure the
terms or any aspect of this grant of Stock Units to reduce or eliminate the
Employee's liability for Tax-Related Items. Prior to the vesting of the Stock
Units, the Employee shall pay the Company any amount of Tax-Related Items that
the Company

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<PAGE>


may be required to withhold as a result of the Employee's participation in the
Plan or the Employee's receipt of Stock Units that cannot be satisfied by the
means previously described. The Company may refuse to deliver the benefit
described in Section 3 if the Employee fails to comply with the Employee's
obligations in connection with the Tax-Related Items.


7. DATA PRIVACY CONSENT. The Employee hereby explicitly and unambiguously
consents to the collection, use and transfer, in electronic or other form, of
the Employee's personal data as described in this document by and among, as
applicable, and the Company and its Affiliates for the exclusive purpose of
implementing, administering and managing the Employee's participation in the
Plan. The Employee understands that the Company and its Affiliates hold certain
personal information about the Employee, including, but not limited to, name,
home address and telephone number, date of birth, social security or insurance
number or other identification number, salary, nationality, job title, any
shares of stock or directorships held in the Company, details of all options or
any other entitlement to shares of stock awarded, canceled, purchased,
exercised, vested, unvested or outstanding in the Employee's favor for the
purpose of implementing, managing and administering the Plan ("Data"). The
Employee understands that the Data may be transferred to any third parties
assisting in the implementation, administration and management of the Plan, that
these recipients may be located in the Employee's country or elsewhere and that
the recipient country may have different data privacy laws and protections than
the Employee's country. The Employee understands that he may request a list with
the names and addresses of any potential recipients of the Data by contacting
Shan Koenig, Human Resources. The Employee authorizes the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing the Employee's
participation in the Plan, including any requisite transfer of such Data, as may
be required to a broker or other third party with whom the Employee may elect to
deposit any Stock acquired under the Plan. The Employee understands that Data
will be held only as long as is necessary to implement, administer and manage
participation in the Plan. The Employee understands that he or she may, at any
time, view Data, request additional information about the storage and processing
of the Data, require any necessary amendments to the Data or refuse or withdraw
the consents herein, in any case without cost, by contacting Shan Koenig, Human
Resources in writing. The Employee understands that refusing or withdrawing
consent may affect the Employee's ability to participate in the Plan. For more
information on the consequences of refusing to consent or withdrawing consent,
the Employee understands that he or she may contact Shan Koenig, Human Resources
at the Company.


8. PLAN INFORMATION. The Employee acknowledges that the Employee has received
copies of the Plan and the Plan prospectus from the Company and agrees to
receive stockholder information, including copies of any annual report, proxy
statement and periodic report, from the Company's website at:
www.celebrateexpress.com then selecting "Investor Information" and "SEC
Filings." The Employee acknowledges that copies of the Plan, Plan prospectus,
Plan information and stockholder information are available upon written or
telephonic request to Shan Koenig, Human Resources.

                                       3

<PAGE>

9. ACKNOWLEDGMENT AND WAIVER. By accepting this grant of Stock Units, the
Employee acknowledges and agrees that:



      (a) the Plan is established voluntarily by the Company, it is
discretionary in nature and may be modified, amended, suspended or terminated by
the Company at any time unless otherwise provided in the Plan or this Agreement;


      (b) the grant of Stock Units is voluntary and occasional and does not
create any contractual or other right to receive future grants of Stock or Stock
Units, or benefits in lieu of Stock or Stock Units, even if Stock or Stock Units
have been granted repeatedly in the past;


      (c) the Employee's participation in the Plan shall not create a right to
further employment with the Company, shall not create an employment agreement
between the Employee and the Company and shall not interfere with the ability of
the Company to terminate the Employee's employment relationship at any time with
or without cause and it is expressly agreed and understood that employment is
terminable at the will of either party, insofar as permitted by law;


      (d) stock unit, stock unit grants and resulting benefits are an
extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Company, and is outside the scope of the
Employee's employment contract, if any; and stock units, stock unit grants and
resulting benefits are not part of normal or expected compensation or salary for
any purposes, including, but not limited to calculating any severance,
resignation, termination, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments insofar
as permitted by law; and


      (e) in consideration of this grant of Stock Units, no claim or entitlement
to compensation or damages shall arise from termination of this grant of Stock
Units or diminution in value of this grant of Stock Units resulting from
termination of Continuous Service by the Company (for any reason whatsoever and
whether or not in breach of local labor laws) and the Employee irrevocably
releases the Company from any such claim that may arise; if, notwithstanding the
foregoing, any such claim is found by a court of competent jurisdiction to have
arisen, then, by accepting the terms of this Agreement, the Employee shall be
deemed irrevocably to have waived any entitlement to pursue such claim.


10. MISCELLANEOUS.


      (a) The Company shall not be required to treat as the owner of Stock
Units, and associated benefits hereunder, any transferee to whom such Stock
Units or benefits shall have been so transferred in violation of this Agreement.


      (b) The parties agree to execute such further instruments and to take such
action as may reasonably be necessary to carry out the intent of this Agreement.

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<PAGE>



      (c) Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon delivery to the Employee at
Employee's address then on file with the Company.


      (d) The Plan is incorporated herein by reference. The Plan and this
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and the Employee with respect to the subject matter
hereof, and may not be modified adversely to the Employee's interest except by
means of a writing signed by the Company and the Employee. This Agreement is
governed by the laws of the state of Washington. In the event of any conflict
between the terms and provisions of the Plan and this Agreement, the Plan terms
and provisions shall govern. Certain other important terms governing this
contract are contained in the Plan.


      (f) The provisions of this Agreement are severable and if any one or more
provisions are determined to be illegal or otherwise unenforceable, in whole or
in part, the remaining provisions shall nevertheless be binding and enforceable.


<TABLE>
<S>                                               <C>
ACCEPTED BY EMPLOYEE:                             CELEBRATE EXPERSS, INC.



                                                  BY
--------------------------------------------         ---------------------------
                                                     [Officer Name]
                                                     [Title]
</TABLE>


RETAIN THIS AGREEMENT FOR YOUR RECORDS

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