**Exhibit 10.9**

**EMPLOYMENT AGREEMENT**

THIS EMPLOYMENT AGREEMENT (the “Agreement”) isentered into on May 31, 2006 (the “Execution Date”), to beeffective for all purposes as of April 28, 2006 (the “Effective Date”),by and between Linens ‘n Things, Inc., a Delaware corporation (the “Company”)and wholly owned subsidiary of Linens Holding Co., a Delaware corporation (“Holding”),and Francis M. Rowan (the “Executive”).

WHEREAS, the Company desires to employ the Executiveon the terms and subject to the conditions set forth herein and the Executivehas agreed to be so employed.

NOW, THEREFORE, in consideration of the mutualrepresentations, warranties, covenants and agreements set forth herein, and forother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto, intending to be legally bound, agreeas follows:

# **1.             Employment of Executive; Duties.**

## **1.1          Title.**  During the Employment Period (as defined in **Section 2** hereof), the Executive shallserve as Senior Vice President and Chief Financial Officer of the Company andof Holding.  The Executive shall have thenormal duties, responsibilities and authority commensurate with such positions.

## **1.2          Duties.**  During the Employment Period, the Executiveshall do and perform all services and acts necessary or advisable to fulfillthe duties and responsibilities of the Executive’s positions and shall rendersuch services on the terms set forth herein. In addition, the Executive shall have such other executive and managerialpowers and duties as may reasonably be assigned to the Executive, commensuratewith the Executive serving as a Senior Vice President.  The Company may adjust the duties andresponsibilities of the Executive as a Senior Vice President, notwithstandingthe specific title set forth in **Section 1.1**hereof, based upon the Company’s needs from time to time.  Except for sick leave, reasonable vacationsand excused leaves of absence, the Executive shall, throughout the EmploymentPeriod, devote substantially all the Executive’s working time, attention,knowledge and skills faithfully, and to the best of the Executive’s ability, tothe duties and responsibilities of the Executive’s positions in furtherance ofthe business affairs and activities of the Company and its subsidiaries andAffiliates (as defined in **Section 5.4(a)**hereof) and, except where the Company provides its written consentotherwise, shall maintain the Executive’s principal residence within 75 milesof the principal office of the Company as of the Effective Date.  The Executive shall at all times be subjectto, comply with, observe and carry out (a) the Company’s rules, regulations,policies and codes of ethics and/or conduct applicable to its employeesgenerally and in effect from time to time and (b) such rules, regulations,policies, codes of ethics and/or conduct, directions and restrictions as theBoard of Directors of the Company (the “Board”) may from time to timereasonably establish or approve for senior executive officers of the Company.

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# **2.             Term of Employment.**

## **2.1          EmploymentPeriod.**  Theemployment of the Executive hereunder shall continue until December 31, 2007(the “Initial Employment Period”), unless terminated earlier inaccordance with the provisions of **Section 4**of this Agreement.

## **2.2          Extension.**  Unless terminated earlier in accordance withthe provisions of **Section 4**of this Agreement, the employment of the Executive hereunder shall continueafter the end of the Initial Employment Period for additional one (1)-yearperiods (each an “Extension Period” and, together with the InitialEmployment Period, the “Employment Period”), unless the Company or theExecutive notifies the other in writing not less than one (1) year prior to theend of the Initial Employment Period, or the end of the applicable ExtensionPeriod, of its or the Executive’s election, in its or the Executive’s solediscretion, not to extend the Employment Period.

# **3.             Compensation and General Benefits.**

## **3.1          BaseSalary.**

### (a)           During theEmployment Period, the Company agrees to pay to the Executive an annual basesalary in an amount equal to $250,000 (such base salary, as may be adjustedfrom time to time pursuant to **Section 3.1(b)**,is referred to herein as the “Base Salary”).  The Executive’s Base Salary, less amountsrequired to be withheld under applicable law, shall be payable in equalinstallments in accordance with the Company’s normal payroll practices andprocedures in effect from time to time for the payment of salaries to officersof the Company, but in no event less frequently than monthly.

### (b)           The Board or theCompensation Committee established by the Board (the “Compensation Committee”)shall review the Executive’s performance on an annual basis and, based on suchreview, may change the Base Salary, as it, acting in its sole discretion, shalldetermine to be reasonable and appropriate.

## **3.2          Bonus.**  With respect to the 2006 calendar year andwith respect to each calendar year that commences during the Employment Period,the Executive shall be eligible to receive from the Company an annualperformance bonus (the “Annual Bonus”) on a basis and in an amount to bedetermined by the Board or the Compensation Committee in the exercise of itssole discretion for the applicable year. The target Annual Bonus, if any, will be 40% of the Base Salary.  Any Annual Bonus earned shall be payable infull as soon as reasonably practicable following the determination thereof, butin no event later than May 15 of the following year, and in accordance with theCompany’s normal payroll practices and procedures.  Except as otherwise expressly provided in **Section 4** hereof, any Annual Bonus (orportion thereof) payable under this **Section 3.2**shall not be payable unless the Executive is employed by the Company on thelast day of the period to which such Annual Bonus relates.

## **3.3          Expenses.**  During the Employment Period, in addition toany amounts to which the Executive may be entitled pursuant to the otherprovisions of this **Section 3**orelsewhere herein, the Executive shall be entitled to receive reimbursement fromthe Company for all reasonable and necessary expenses incurred by the Executivein performing the 

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Executive’s duties hereunder on behalf of the Company,subject to, and consistent with, the Company’s policies for expense payment andreimbursement, in effect from time to time.

## **3.4          FringeBenefits.** During the Employment Period, in addition to any amounts to which theExecutive may be entitled pursuant to the other provisions of this **Section 3** or elsewhere herein, theExecutive shall be entitled to participate in, and to receive benefits under,(a) any benefit plans, arrangements or policies made available by the Companyto its employees generally, subject to and on a basis consistent with theterms, conditions and overall administration of each such plan, arrangement orpolicy and (b) without limiting the foregoing, the benefits set forth on **Exhibit B** attached hereto.

## **3.5          StockOptions.**

### (a)           The Company shallrecommend to the Option Committee of Holding, as defined in the Linens HoldingCo. Stock Option Plan (the “Plan”), that the Executive be grantednonqualified options to purchase a total of 10,000 shares of Common Stock, parvalue $0.01 per share, of Holding (the “Common Stock”) with a per shareexercise price equal to the fair market value of the Common Stock on the dateof grant, as determined by the Option Committee, which is expected to be $50.00per share (the “Options”).  TheOptions shall have a term of seven (7) years from the date of grant and beequally divided between a “Time Option” and a “Performance Option.”  The Time Option shall become vested andexercisable in four equal annual installmentson each of the first four anniversaries of the date of grant, subject tothe Executive’s continued employment with the Company, and the PerformanceOption shall become vested and exercisable upon satisfaction of the performancecriteria set forth in the grant letter. Except as otherwise provided herein, the Options shall be subject to theterms and conditions of the Plan and the form of grant letter applicable forother senior executives of the Company approved by the Option Committee.

### (b)           During theEmployment Period and subject to the approval of the Option Committee, theExecutive shall be eligible to participate in and be granted additional stockoptions under the Plan.

# **4.             Termination.**

## **4.1          General.**  The employment of the Executive hereunder(and the Employment Period) shall terminate as provided in **Section 2** hereof, unless earlierterminated in accordance with the provisions of this **Section 4**.

## **4.2          Deathor Disability of the Executive.**

### (a)           The employment ofthe Executive hereunder (and the Employment Period) shall terminate upon(i) the death of the Executive and (ii) at the option of the Company,upon not less than fifteen (15) days’ prior written notice to the Executive orthe Executive’s personal representative or guardian, if the Executive suffers a“Total Disability” (as defined in **Section 4.2(b)**hereof).  Upon termination for death orTotal Disability, subject to reduction by any benefits paid or payable to theExecutive, the Executive’s beneficiaries or estate under any Company-sponsoreddisability benefit plan program or policy for the period following such date oftermination, (A) the Company shall pay to the Executive, guardian or personal

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representative, as the case may be, the Executive’scurrent Base Salary for the remainder of the Employment Period in effectimmediately prior to the date of termination and (B) subject further tothe sole discretion of the Board or the Compensation Committee, the Company mayalso pay to the Executive, guardian or personal representative, as the case maybe, a prorated share of the Annual Bonus pursuant to **Section 3.2**hereof (based on the period of actual employment) that the Executive would havebeen entitled to had the Executive worked the full year during which thetermination occurred, provided that bonus targets are met for the year of suchtermination.  Any bonus shall be payableas soon as reasonably practicable following the determination thereof, but inno event later than May 15 of the following year, and in accordance with theCompany’s normal payroll practices and procedures.

### (b)           For purposes of thisAgreement, “Total Disability” shall mean (i) if the Executive issubject to a legal decree of incompetency (the date of such decree being deemedthe date on which such disability occurred), (ii) the writtendetermination by a physician selected by the Company that, because of amedically determinable disease, injury or other physical or mental disability,the Executive is unable substantially to perform, with or without reasonableaccommodation, the material duties of the Executive required hereby, and thatsuch disability has lasted for ninety (90) consecutive days or any one hundredtwenty (120) days during the immediately preceding twelve (12)-month period oris, as of the date of determination, reasonably expected to last six (6) monthsor longer after the date of determination, in each case based upon medicallyavailable reliable information or (iii) Executive’s qualifying forbenefits under the Company’s long-term disability coverage, if any.  In conjunction with determining mental and/orphysical disability for purposes of this Agreement, the Executive herebyconsents to (x) any examinations that the Board or the CompensationCommittee determines are relevant to a determination of whether the Executiveis mentally and/or physically disabled or are required by the Companyphysician, (y) furnish such medical information as may be reasonably requestedand (z) waive any applicable physician patient privilege that may arisebecause of such examination.

### (c)           With respect tooutstanding stock options and other equity-based awards held by the Executiveas of the date of termination pursuant to this **Section 4.2**, (i) any such options that are notvested or exercisable as of such date of termination shall immediately expireand any such equity-based awards that are not vested as of such date oftermination shall immediately be forfeited and (ii) any such options thatare vested and exercisable as of such date of termination shall expireimmediately following the expiration of the one hundred eighty (180)-day periodfollowing such date of termination.

### (d)           With respect to anyshares of Common Stock held by the Executive that are vested as of the date oftermination pursuant to this **Section 4.2**(or issued pursuant to the exercise of options following such date oftermination pursuant to **Section 4.2(c)**hereof), for the two hundred seventy (270)-day period following such date oftermination, the Company (or its designee) shall have the right to purchasefrom the Executive or the Executive’s beneficiary, as applicable, and theExecutive or the Executive’s beneficiary hereby agrees to sell any or all suchshares to the Company (or the Company’s designee) for an amount equal to theproduct of (i) the per share current fair market value of a share ofCommon Stock (as determined by the Board in good faith) and (ii) thenumber of shares so purchased.

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## **4.3          Terminationby the Company Without Cause or Resignation by the Executive For Good Reason.**

### (a)           The Company mayterminate the Executive’s employment without “Cause” (as defined in **Section 4.3(g)**), and thereby terminatethe Executive’s employment (and the Employment Period) under this Agreement atany time with no requirement for notice to the Executive.

### (b)           The Executive mayresign, and thereby terminate the Executive’s employment (and the EmploymentPeriod), at any time for “Good Reason” (as defined in **Section 4.3(f)** hereof), upon not lessthan sixty (60) days’ prior written notice to the Company specifying inreasonable detail the reason therefore; provided, however, thatthe Company shall have a reasonable opportunity to cure any such Good Reason(to the extent possible) within sixty (60) days after the Company’s receipt ofsuch notice; and provided further that, if the Company is not seeking tocure, the Company shall not be obligated to allow the Executive to continueworking during such period and may, in its sole discretion, accelerate suchtermination of employment (and the Employment Period) to any date during suchperiod.

#### (i)            Executive may not terminateemployment under this Agreement for Good Reason regarding any of the Company’sacts or omissions of which Executive had actual notice for sixty (60) days ormore prior to giving notice of termination for Good Reason.

#### (ii)           A determination of whether theExecutive legitimately has Good Reason for termination of the Executive’semployment under this Agreement, and of whether the Company has effectivelycured and thus eliminated the grounds for such Good Reason, shall be made onlyby the Chief Executive Officer of the Company (the “Chief Executive Officer”),within the Chief Executive Officer’s sole judgment and discretion, acting ingood faith after having met with the Company’s Vice President of HumanResources.

### (c)           In the event theExecutive’s employment is terminated pursuant to this **Section 4.3**, then, subject to **Section 4.3(d)** hereof, the followingprovisions shall apply:

#### (i)            The Company shall continue to paythe Executive the Base Salary to which the Executive would have been entitledpursuant to **Section 3.1**hereof (at the Base Salary rate during the year of termination) had theExecutive remained in the employ of the Company until the expiration of theEmployment Period in effect immediately prior to the date of termination, withall such amounts payable in accordance with the Company’s normal payrollpractices and procedures in the same manner and at the same time as though theExecutive remained employed by the Company.

#### (ii)           If such termination occurs upon orwithin six (6) months following a Change of Control (as defined in **Exhibit A** attached hereto), theCompany shall continue to pay the Executive the Base Salary to which the 

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#### Executive would have been entitled pursuantto **Section 3.1** hereof (at theBase Salary rate during the year of termination) for the greater of (A) theperiod set forth in **Section 4.3(c)(i)**hereof or (B) a two (2)-year period following such date of termination,with all such amounts payable in accordance with the Company’s normal payrollpractices and procedures in the same manner and at the same time as though theExecutive remained employed by the Company.

#### (iii)          In the event the Executive’s employmentis terminated pursuant to this **Section 4.3**without Cause, and if the Company has previously effected reductions in theExecutive’s Base Salary and the base salary of all executives at the same levelas the Executive, which reductions were substantially similar, then the BaseSalary rate for purposes of **Section 4.3(c)(i)**or **(ii)** hereof shall be the BaseSalary rate in effect immediately prior to such reductions.

#### (iv)          Subject to the sole discretion of theBoard or the Compensation Committee, the Company may pay to the Executive aprorated share of the Annual Bonus pursuant to **Section 3.2** hereof (based on the period of actualemployment) that the Executive would have been entitled to had the Executiveworked the full year during which the termination occurred, provided that bonustargets are met for the year of such termination.  The bonus shall be payable as soon asreasonably practicable following the determination thereof, but in no eventlater than May 15 of the following year, and in accordance with the Company’snormal payroll practices and procedures.

#### (v)           With respect to outstanding optionsand other equity-based awards held by the Executive as of the date oftermination pursuant to this **Section 4.3**,(A) any such options that are not vested or exercisable as of such date oftermination shall immediately expire and any such equity-based awards that arenot vested as of such date of termination shall immediately be forfeited and(B) any such options that are vested and exercisable as of such date oftermination shall expire immediately following the expiration of the ninety(90)-day period following such date of termination.

#### (vi)          With respect to any shares of CommonStock held by the Executive that are vested as of the date of terminationpursuant to this **Section 4.3**(or issued pursuant to the exercise of options following such date oftermination pursuant to **Section 4.3(c)(v)**hereof), for the one hundred eighty (180)-day period following such date oftermination, the Company (or its designee) shall have the right to purchasefrom the Executive, and the Executive hereby agrees to sell any or all suchshares to the Company (or the Company’s designee), for an amount equal to theproduct of (A) the per share current fair market value of a share of Common Stock(as determined by the Board in good faith) and (B) the number of shares sopurchased.

### (d)           As a conditionprecedent to the Executive’s right to receive the benefits set forth in **Section 4.3(c)** hereof, the Executiveagrees to execute a release of the 

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Company and its respective Affiliates, officers,directors, stockholders, employees, agents, insurers, representatives andsuccessors from and against any and all claims that the Executive may haveagainst any such Person (as defined in **Section 5.4(f)**hereof) relating to the Executive’s employment by the Company and thetermination thereof, such release to be in form and substance reasonablysatisfactory to the Company.

### (e)           Anything in thisAgreement to the contrary notwithstanding, if it shall be determined that anypayment, vesting, distribution or transfer by the Company or any successor, orany Affiliate of the foregoing or by any other Person or that any other eventoccurring with respect to the Executive and the Company for the Executive’sbenefit, whether paid or payable or distributed or distributable under theterms of this Agreement or otherwise (including under any employee benefitplan) (a “Payment”) would be subject to or result in the imposition ofthe excise tax imposed by Section 4999 of the Internal Revenue Code of1986, as amended (the “Code”) (and any regulations or guidancepromulgated or issued thereunder, any successor provision, and any similarprovision of state or local income tax law) (collectively, the “Excise Tax”),then the amount of the Payment shall be reduced to the highest amount that maybe paid by the Company or other entity without subjecting any such Payment tothe Excise Tax (the “Payment Reduction”).  The Executive shall have the right todesignate those payments or benefits that shall be reduced or eliminated underthe Payment Reduction to avoid the imposition of the Excise Tax, subject to theconfirmation of the Accounting Firm (as defined herein) with respect to theintended effect thereof.

#### (i)            Subject to the provisions of **Section 4.3(e)(ii)**, all determinationsrequired to be made under this **Section 4.3(e)**,including whether and when a Payment is subject to Section 4999 and theassumptions to be utilized in arriving at such determination and in determiningan appropriate Payment Reduction, shall be made by KPMG LLP, or any othernationally recognized accounting firm that shall be the Company’s outsideauditors at the time of such determination (the “Accounting Firm”),which Accounting Firm shall provide detailed supporting calculations to theExecutive and the Company within fifteen (15) business days of the receipt ofnotice from the Company or the Executive that there will be a Payment that thePerson giving notice believes may be subject to the Excise Tax.  All fees and expenses of the Accounting Firmshall be borne by the Company.  Anydetermination by the Accounting Firm shall be binding upon the Company and theExecutive in determining whether a Payment Reduction is required and the amountthereof (subject to **Sections 4.3(e)(ii)**and **(iii)**), in the absence ofmaterial mathematical or legal error.

#### (ii)           As a result of uncertainty in theapplication of Section 4999 that may exist at the time of the initialdetermination by the Accounting Firm, it may be possible that in making thecalculations required to be made hereunder, the Accounting Firm shall determinethat a Payment Reduction need not be made that properly should be made (an “Overpayment”)or that a Payment Reduction not properly needed to be made should be made (an “Underpayment”).  If, within seventy-five (75) days after theAccounting Firm’s initial determination under **Section 4.3(e)(i)**,the Accounting Firm shall determine that an Overpayment was made, any suchOverpayment shall be treated for all 

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#### purposes, to the extent practicable andsubject to applicable law, as a loan to the Executive with interest at theapplicable Federal rate provided for in Section 1274(d) of the Code andshall be repaid by the Executive to the Company within thirty-five (35) daysafter the Executive receives notice of the Accounting Firm’s determination; provided,however, that the amount to be repaid by the Executive to the Companyeither as a loan or otherwise as a lump sum payment (where a loan is notpracticable or permitted by law) shall be reduced to the extent that anyportion of the Overpayment to be repaid will not be offset by a correspondingreduction in tax by reason of such repayment of the Overpayment.  If the Accounting Firm shall determine thatan Underpayment was made, any such Underpayment shall be due and payable by theCompany to the Executive within thirty-five (35) days after the Companyreceives notice of the Accounting Firm’s determination.

#### (iii)          The Executive shall give writtennotice to the Company of any claim by the Internal Revenue Service that, ifsuccessful, would require the payment by the Executive of an Excise Tax, suchnotice to be provided within fifteen (15) days after the Executive shall havereceived written notice of such claim. The Executive shall cooperate with the Company in determining whether tocontest or pay such claim and shall not pay such claim without the writtenconsent of the Company, which shall not be unreasonably withheld, conditionedor delayed.

#### (iv)          This **Section 4.3(e)**shall remain in full force and effect following the termination of theExecutive’s employment for any reason until the expiration of the statute oflimitations on the assessment of taxes applicable to the Executive for allperiods in which the Executive may incur a liability for taxes (includingExcise Taxes), interest or penalties arising out of the operation of thisAgreement.

### (f)            For purposes ofthis Agreement, the Executive would be entitled to terminate the Executive’semployment for “Good Reason” if without the Executive’s prior writtenconsent:

#### (i)            the Company fails to comply with anymaterial obligation imposed by this Agreement;

#### (ii)           the Company changes the Executive’sposition from that of a Senior Vice President; provided, however,that (A) a change in the Executive’s duties or responsibilities without achange in the Executive’s position as a Senior Vice President shall notconstitute Good Reason and (B) nothing herein shall prohibit the Company fromchanging the Executive’s specific title as a Senior Vice President,notwithstanding the specific title set forth in **Section 1.1** hereof, based upon the Company’s needs fromtime to time; or

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#### (iii)          the Company effects a reduction in theExecutive’s Base Salary, unless all executives at the same level as theExecutive receive a substantially similar reduction in base salary.

### (g)           For purposes of thisAgreement, “Cause” means the occurrence of any one or more of thefollowing events, and the Company shall have the sole discretion to determinethe existence of Cause:

#### (i)            a failure by the Executive to complywith any obligation under this Agreement;

#### (ii)           the Executive’s being indicted for(A) any felony or (B) any misdemeanor that causes or is likely to cause harm orembarrassment to the Company or any of its Affiliates, in the reasonablejudgment of the Board;

#### (iii)          theft, embezzlement or fraud by theExecutive in connection with the performance of the Executive’s dutieshereunder;

#### (iv)          the Executive’s engaging in anyactivity that gives rise to a material conflict with the Company or any of itsAffiliates;

#### (v)           the misappropriation by the Executiveof any material business opportunity of the Company or any of its Affiliates;

#### (vi)          any failure to comply with, observe orcarry out the Company’s rules, regulations, policies and codes of ethics and/orconduct applicable to its employees generally and in effect from time to time,including (without limitation) those regarding conflicts, potential conflictsof interest or the appearance of a conflict of interest

#### (vii)         any failure to comply with, observe orcarry out the rules, regulations, policies, directions, codes of ethics and/orconduct and restrictions established or approved by the Board from time to timefor senior executive officers of the Company, including (without limitation)those regarding conflicts, potential conflicts of interest or the appearance ofa conflict of interest;

#### (viii)        substance abuse or use of illegal drugsthat, in the reasonable judgment of the Board, (A) impairs the Executive’sperformance of the Executive’s duties hereunder or (B) causes or is likely tocause harm or embarrassment to the Company or any of its Affiliates; and

#### (ix)           engagement in conduct that Executiveknows or should know is injurious to the Company or any of its Affiliates.

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## **4.4          TerminationFor Cause, Voluntary Resignation Other Than For Good Reason or Election Not toExtend the Employment Period.**

### (a)           (i) The Companymay, upon action of the Board, terminate the employment of the Executive (andthe Employment Period) at any time for “Cause,” (ii) the Executive mayvoluntarily resign other than for Good Reason and thereby terminate theExecutive’s employment (and the Employment Period) under this Agreement at anytime upon not less than thirty (30)-days’ prior written notice or (iii) eitherthe Company or the Executive may elect not to extend or further extend theEmployment Period pursuant to **Section 2.2**hereof.

### (b)           The followingprovisions shall apply upon termination by the Company for Cause, by theExecutive as the result of resignation for other than for Good Reason, or bythe Company or the Executive at the end of the Employment Period as the resultof an election not to extend or further extend the Employment Period:

#### (i)            The Executive shall be entitled toreceive all amounts of earned but unpaid Base Salary and benefits accruedthrough the date of such termination. Except as provided below, all other rights of the Executive (and allobligations of the Company) hereunder shall terminate as of the date of suchtermination.

#### (ii)           With respect to outstanding optionsand other equity-based awards held by the Executive as of the date oftermination pursuant to this **Section 4.4**,(A) any such options that are not vested or exercisable as of such date oftermination shall immediately expire and any such equity-based awards that arenot vested as of such date of termination shall immediately be forfeited and(B) any such options that are vested and exercisable as of such date oftermination shall expire immediately following the expiration of the ninety(90)-day period following such date of termination.

#### (iii)          With respect to any shares of CommonStock held by the Executive that are vested as of the date of terminationpursuant to this **Section 4.4**(or issued pursuant to the exercise of options following such date oftermination pursuant to **Section 4.4(b)(ii)**hereof), for the one hundred eighty (180)-day period following such date oftermination, the Company (or its designee) shall have the right to purchasefrom the Executive and the Executive hereby agrees to sell any or all suchshares to the Company (or the Company’s designee) for an amount equal to theproduct of (A) the per share current fair market value of a share ofCommon Stock (as determined by the Board in good faith) and (B) the numberof shares so purchased.

## **4.5          Resignationfrom Officer Positions.**  Upon the termination of the Executive’semployment for any reason (unless otherwise agreed in writing by the Companyand the Executive), the Executive will be deemed to have resigned, without anyfurther action by the Executive, from any and all officer, director and/ordirector positions that the Executive, immediately prior to such termination,(a) held with the Company or any of its Affiliates and (b) held with any otherentities at the direction of, or as a result of the Executive’s affiliationwith, 

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the Company or any of its Affiliates.  If for any reason this **Section 4.5**is deemed to be insufficient to effectuate such resignations, then Executivewill, upon the Company’s request, execute any documents or instruments that theCompany may deem necessary or desirable to effectuate such resignations.  In addition, the Executive hereby designatesthe Secretary or any Assistant Secretary of the Company and of any Affiliate toexecute any such documents or instruments as the Executive’s attorney-in-factto effectuate such resignations if execution by the Secretary or any AssistantSecretary of the Company or Affiliate is deemed by the Company or the Affiliateto be a more expedient means to effectuate such resignation or resignations.

## **4.6          Section409A of the Code.** Notwithstanding anything to the contrary in this Agreement, the partiesmutually desire to avoid adverse tax consequences associated with theapplication of Section 409A of the Code to this Agreement and agree tocooperate fully and take appropriate reasonable actions to avoid any suchconsequences under Section 409A of the Code, including delaying payments andreforming the form of the Agreement if such action would reduce or eliminatetaxes and/or interest payable as a result of Section 409A of the Code. In thisregard, notwithstanding anything to the contrary in this **Section 4**, to the extent necessary tocomply with Section 409A of the Code, any payment required under this **Section 4** shall be deferred for aperiod of six (6) months, regardless of the circumstances giving rise to or thebasis for such payment.

# **5.             Confidentiality, Work Product and Non-Competition andNon-Solicitation.**

## **5.1          Confidentiality.**

### (a)           In connection withthe Executive’s employment with the Company, the Company promises to providethe Executive with access to “Confidential Information” (as defined in **Section 5.4(d)** hereof) in support ofthe Executive’s employment duties.  TheExecutive recognizes that the Company’s business interests require aconfidential relationship between the Company and the Executive and the fullestpractical protection and confidential treatment of all ConfidentialInformation.  At all times, both duringand after the Employment Period, the Executive shall not directly orindirectly:  (i) appropriate,download, print, copy, remove, use, disclose, divulge, communicate or otherwise“Misappropriate” (as defined in **Section** **5.4(e)** hereof) any ConfidentialInformation, including, without limitation, originals or copies of anyConfidential Information, in any media or format, except for the Company’sbenefit within the course and scope of the Executive’s employment or with theprior written consent of the Chief Executive Officer; or (ii) take orencourage any action that would circumvent, interfere with or otherwisediminish the value or benefit of the Confidential Information to any of theCompany Parties (as defined in **Section** **5.4(b)** hereof).

### (b)           All ConfidentialInformation, and all other information and property affecting or relating tothe business of the Company Parties within the Executive’s possession, custodyor control, regardless of form or format, shall remain, at all times, theproperty of the respective Company Parties, the appropriation, use and/ordisclosure of which is governed and restricted by this Agreement.

### (c)           The Executiveacknowledges and agrees that:

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#### (i)            the Executive occupies a uniqueposition within the Company, and the Executive is and will be intimatelyinvolved in the development and/or implementation of Confidential Information;

#### (ii)           in the event the Executive breachesthis **Section 5.1** with respectto any Confidential Information, such breach shall be deemed to be aMisappropriation of such Confidential Information; and

#### (iii)          any Misappropriation of ConfidentialInformation will result in immediate and irreparable harm to the Company.

### (d)           Upon receipt of anyformal or informal request, by legal process or otherwise, seeking theExecutive’s direct or indirect disclosure or production of any ConfidentialInformation to any Person, the Executive shall promptly and timely notify theCompany and provide a description and, if applicable, hand deliver a copy ofsuch request to the Company.  TheExecutive irrevocably nominates and appoints the Company as the Executive’strue and lawful attorney-in-fact to act in the Executive’s name, place andstead to perform any act that the Executive might perform to defend and protectagainst any disclosure of Confidential Information.

### (e)           At any time theCompany may request, during or after the Employment Period, the Executive shalldeliver to the Company all originals and copies of Confidential Information andall other information and property affecting or relating to the business of theCompany Parties within the Executive’s possession, custody or control,regardless of form or format, including, without limitation any ConfidentialInformation produced by the Executive. Both during and after the Employment Period, the Company shall have theright of reasonable access to review, inspect, copy and/or confiscate anyConfidential Information within the Executive’s possession, custody or control.

### (f)            Upon termination orexpiration of this Agreement, the Executive shall immediately return to theCompany all Confidential Information, and all other information and propertyaffecting or relating to the business of the Company Parties, within theExecutive’s possession, custody or control, regardless of form or format,without the necessity of a prior Company request.

### (g)           During theEmployment Period, the Executive represents and agrees that the Executive willnot use or disclose any confidential or proprietary information or tradesecrets of others, including but not limited to former employers, and that theExecutive will not bring onto the premises of the Company or access suchconfidential or proprietary information or trade secrets of such others, unlessconsented to in writing by said others, and then only with the prior writtenauthorization of the Company.

## **5.2          WorkProduct/Intellectual Property.**

### (a)           Assignment.  The Executive hereby assigns to the Companyall right, title and interest to all “Work Product” (as defined in **Section 5.4(h)** hereof) that(i) relates to any of the Company Parties’ actual or anticipated business,research and development or existing or future products or services, or(ii)  is conceived, reduced to practice, 

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developed or made using any equipment, supplies,facilities, assets, information or resources of any of the Company Parties(including, without limitation, any intellectual property rights).

### (b)           Disclosure.  The Executive shall promptly disclose WorkProduct to the Chief Executive Officer and perform all actions reasonablyrequested by the Company (whether during or after the Employment Period) toestablish and confirm the ownership and proprietary interest of any of theCompany Parties in any Work Product (including, without limitation, theexecution of assignments, consents, powers of attorney, applications and otherinstruments).  The Executive shall notfile any patent or copyright applications related to any Work Product exceptwith the written consent of the Chief Executive Officer.

## **5.3          Non-Competitionand Non-Solicitation.**

### (a)           In consideration ofthe Confidential Information being provided to the Executive as stated in **Section** **5.1** hereof, and other good and valuable new consideration asstated in this Agreement, including, without limitation, employment and/orcontinued employment with the Company, and the business relationships, Companygoodwill, work experience, client, customer and/or vendor relationships andother fruits of employment that the Executive will have the opportunity toobtain, use and develop under this Agreement, the Executive agrees to the restrictivecovenants stated in this **Section 5.3**.

### (b)           During theEmployment Period and until the end of the Restricted Period (as defined in **Section 5.4(g)** hereof), the Executiveagrees that the Executive will not, directly or indirectly, on the Executive’sown behalf or on the behalf of any other Person, within the United States ofAmerica or in any other country or territory in which the businesses of theCompany are conducted:

#### (i)            engage in a Competing Business,including, without limitation, by owning, managing, operating, controlling,being employed by, providing services as a consultant or independent contractorto or participating in the ownership, management, operation or control of anyCompeting Business;

#### (ii)           induce or attempt to induce anycustomer, vendor, supplier, licensor or other Person in a business relationshipwith any Company Party, for or with which the Executive or employees workingunder the Executive’s supervision had any direct or indirect responsibility orcontact during the Employment Period, (A) to do business with a CompetingBusiness or (B) to cease, restrict, terminate or otherwise reduce business withthe Company for the benefit of a Competing Business, regardless of whether theExecutive initiates contact; or

#### (iii)          (A) solicit, recruit, persuade,influence or induce, or attempt to solicit, recruit, persuade, influence orinduce anyone employed or otherwise retained by any of the Company Parties(including any independent contractor or consultant), to cease or leave theiremployment or contractual or consulting relationship with any Company Party,regardless of whether the 

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#### Executive initiates contact for such purposesor (B) hire, employ or otherwise attempt to establish, for any Person, anyemployment, agency, consulting, independent contractor or other businessrelationship with any Person who is or was employed or otherwise retained byany of the Company Parties (including any independent contractor orconsultant).

### (c)           The parties heretoacknowledge and agree that, notwithstanding anything in **Section 5.3(b)(i)** hereof, (i) theExecutive may own or hold, solely as passive investments, securities of Personsengaged in any business that would otherwise be included in **Section 5.3(b)(i)**, as long as withrespect to each such investment the securities held by the Executive do notexceed five percent (5%) of the outstanding securities of such Person and suchsecurities are publicly traded and registered under Section 12 of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), and(ii) the Executive may serve on the board of directors (or othercomparable position) or as an officer of any entity at the request of theBoard; provided, however, that in the case of investmentsotherwise permitted under clause (i) above, the Executive shall not bepermitted to, directly or indirectly, participate in, or attempt to influence,the management, direction or policies of (other than through the exercise ofany voting rights held by the Executive in connection with such securities), orlend the Executive’s name to, any such Person.

### (d)           The Executiveacknowledges and agrees that, for purposes of this **Section** **5.3**,indirect acts by the Executive shall include, without limitation, an act by theExecutive’s spouse, ancestor, lineal descendant, lineal descendant’s spouse,sibling or other member of the Executive’s immediate family.

### (e)           The Executiveacknowledges that (i) the restrictive covenants contained in this **Section** **5.3** hereof are ancillary to and part of an otherwiseenforceable agreement, such being the agreements concerning ConfidentialInformation and other consideration as stated in this Agreement, (ii) atthe time that these restrictive covenants are made, the limitations as to time,geographic scope and activity to be restrained, as described herein, arereasonable and do not impose a greater restraint than necessary to protect thegood will and other legitimate business interests of the Company, includingwithout limitation, Confidential Information (including trade secrets), client,customer and/or vendor relationships, client and/or customer goodwill andbusiness productivity, (iii) in the event of termination of the Executive’semployment, the Executive’s experiences and capabilities are such that theExecutive can obtain gainful employment without violating this Agreement andwithout the Executive incurring undue hardship, (iv) based on the relevantbenefits and other new consideration provided for in this Agreement, including,without limitation, the disclosure and use of Confidential Information, therestrictive covenants of this **Section** **5.3**, as applicable according to theirterms, shall remain in full force and effect even in the event of the Executive’sinvoluntary termination from employment, with or without Cause and (v) theExecutive has carefully read this Agreement and has given careful considerationto the restraints imposed upon the Executive by this Agreement and consents tothe terms of the restrictive covenants in this **Section 5.3**, with the knowledge that this Agreement maybe terminated at any time in accordance with the provisions hereof.

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## **5.4          Definitions.**  For purposes of this Agreement, the followingterms shall have the following meanings:

### (a)           An “Affiliate”of any specified Person means any other Person, whether now or hereafterexisting, directly or indirectly controlling or controlled by, or under director indirect common control with, such specified Person.  For purposes hereof, “control” or any otherform thereof, when used with respect to any Person, means the power to directthe management and policies of such Person, directly or indirectly, whetherthrough the ownership of voting securities, by contract or otherwise; and theterms “controlling” and “controlled” shall have meanings correlative to theforegoing.

### (b)           “Company Parties”means the Company, and its direct and indirect parents, subsidiaries andAffiliates, and their successors in interest.

### (c)           “CompetingBusiness” means any business that competes with any of the Company Parties,including, without limitation, any enterprise that engages in, owns or operatesbusinesses that market, sell, distribute, manufacture or otherwise are involvedin the home textile, housewares or home accessories industries.

### (d)           ConfidentialInformation.

#### (i)            Definition. “ConfidentialInformation” means any and all material, information, ideas, inventions,formulae, patterns, compilations, programs, devices, methods, techniques,processes, know how, plans (marketing, business, strategic, technical orotherwise), arrangements, pricing and other data of or relating to any of theCompany Parties (as well as their customers and/or vendors) that isconfidential, proprietary or trade secret (A) by its nature, (B) based on howit is treated or designated by a Company Party, (C) because the disclosure ofwhich would have a material adverse effect on the business or planned businessof any of the Company Parties and/or (D) as a matter of law.

#### (ii)           Exclusions.  Confidential Information does not includematerial, data, and/or information (A) that any Company Party has voluntarilyplaced in the public domain, (B) that has been lawfully and independentlydeveloped and publicly disclosed by third parties, (C) that constitutes thegeneral non-specialized knowledge and skills gained by the Executive during theEmployment Period or (D) that otherwise enters the public domain through lawfulmeans; provided, however, that the unauthorized appropriation,use or disclosure of Confidential Information by the Executive, directly orindirectly, shall not affect the protection and relief afforded by thisAgreement regarding such information.

#### (iii)          Inclusions. ConfidentialInformation includes, without limitation, the following information (includingwithout limitation, compilations or collections of information) relating orbelonging to any Company Party (as well as their clients, customers and/orvendors) and created, prepared, accessed, used or reviewed by the Executiveduring or after the Employment 

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#### Period: (1) **product and manufacturinginformation,** such as ingredients, combinations of ingredients andmanufacturing processes; (2) **scientificand technical information,** such as research and development, testsand test results, formulae and formulations, studies and analysis; (3) **financial and cost information,** such asoperating and production costs, costs of goods sold, costs of supplies andmanufacturing materials, non-public financial statements and reports, profitand loss information, margin information and financial performance information;(4) **customer related information,**such as customer related contracts, engagement and scope of work letters,proposals and presentations, customer-related contacts, lists, identities andprospects, practices, plans, histories, requirements and needs, priceinformation and formulae and information concerning client or customerproducts, services, businesses or equipment specifications; (5) **vendor and supplier related information,**such as the identities, practices, history or services of any vendors orsuppliers and vendor or supplier contacts; (6) **sales, marketing and price information,** such as marketing andsales programs and related data, sales and marketing strategies and plans,sales and marketing procedures and processes, pricing methods, practices andtechniques and pricing schedules and lists; (7) **database, software and other computer related information,**such as computer programs, data, compilations of information and records,software and computer files, presentation software and computer-stored orbacked-up information including, but not limited to, e-mails, databases,word processed documents, spreadsheets, notes, schedules, task lists, imagesand video; (8) **employee-relatedinformation,** such as lists or directories identifying employees,representatives and contractors, and information regarding the competencies(knowledge, skill, experience), compensation and needs of employees,representatives and contractors and training methods; and (9) **business- and operation-related information,**such as operating methods, procedures, techniques, practices and processes,information about acquisitions, corporate or business opportunities,information about partners and potential investors, strategies, projections andrelated documents, contracts and licenses and business records, files,equipment, notebooks, documents, memoranda, reports, notes, sample books,correspondence, lists and other written and graphic business records.

### (e)           “Misappropriate”,or any form thereof, means:

#### (i)            the acquisition of any ConfidentialInformation by a Person who knows or has reason to know that the ConfidentialInformation was acquired by theft, bribery, misrepresentation, breach orinducement of a breach of a duty to maintain secrecy or espionage throughelectronic or other means (each, an “Improper Means”); or

#### (ii)           the disclosure or use of anyConfidential Information without the express consent of the Company by a Personwho (A) used Improper Means to acquire knowledge of the ConfidentialInformation, (B) at the time of disclosure or use, knew or had reason to knowthat his or her knowledge of the Confidential Information was (x) derived fromor through a 

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#### Person who had utilized Improper Means toacquire it, (y) acquired under circumstances giving rise to a duty to maintainits secrecy or limit its use or (z) derived from or through a Person who owed aduty to the Company to maintain its secrecy or limit its use or (C) before amaterial change of his or her position, knew or had reason to know that it wasConfidential Information and that knowledge of it had been acquired by accidentor mistake.

### (f)            “Person”means any individual, corporation, partnership, limited liability company,joint venture, association, business trust, joint-stock company, estate, trust,unincorporated organization, government or other agency or politicalsubdivision thereof or any other legal or commercial entity.

### (g)           “RestrictedPeriod” means the longer of (i) twelve (12) months after the date oftermination of employment (the Executive’s last day of work for the Company) or(ii) the period during which the Executive is receiving payments from theCompany pursuant to **Section** **4**hereof.

### (h)           “Work Product”means all patents and patent applications, all inventions, innovations,improvements, developments, methods, designs, analyses, drawings, reports,creative works, discoveries, software, computer programs, modifications,enhancements, know-how, formulations, concepts and ideas, and all similar orrelated information (in each case whether or not patentable), all copyrightsand copyrightable works, all trade secrets, confidential information, and all otherintellectual property and intellectual property rights that are conceived,reduced to practice, developed or made by the Executive either alone or withothers in the course of employment with the Company (including employment priorto the date of this Agreement).

## **5.5          Remedies.**  Because the Executive’s services are uniqueand because the Executive has access to Confidential Information, the Executiveacknowledges and agrees that if the Executive breaches any of the provisions of**Section 5** hereof, the Companymay suffer immediate and irreparable harm for which monetary damages alone willnot be a sufficient remedy.  Therestrictive covenants stated in **Section 5**hereof are without prejudice to the Company’s rights and causes of action atlaw.

## **5.6          Interpretation;Severability.**

### (a)           The Executive hascarefully considered the possible effects on the Executive of the covenants notto compete, the confidentiality provisions and the other obligations containedin this Agreement, and the Executive recognizes that the Company has made everyeffort to limit the restrictions placed upon the Executive to those that arereasonable and necessary to protect the Company’s legitimate businessinterests.

### (b)           The Executiveacknowledges and agrees that the restrictive covenants set forth in thisAgreement are reasonable and necessary in order to protect the Company’s validbusiness interests.  It is the intentionof the parties hereto that the covenants, provisions and agreements containedherein shall be enforceable to the fullest extent allowed by law.  If any covenant, provision or agreementcontained herein is found by a court having jurisdiction to be unreasonable induration, scope or character of restrictions, or otherwise to be 

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### unenforceable,such covenant, provision or agreement shall not be rendered unenforceablethereby, but rather the duration, scope or character of restrictions of suchcovenant, provision or agreement shall be deemed reduced or modified withretroactive effect to render such covenant, provision or agreement reasonableor otherwise enforceable (as the case may be), and such covenant, provision oragreement shall be enforced as modified. If the court having jurisdiction will not review the covenant, provisionor agreement, the parties hereto shall mutually agree to a revision having aneffect as close as permitted by applicable law to the provision declaredunenforceable.  The parties hereto agreethat if a court having jurisdiction determines, despite the express intent ofthe parties hereto, that any portion of the covenants, provisions or agreementscontained herein are not enforceable, the remaining covenants, provisions andagreements herein shall be valid and enforceable.  Moreover, to the extent that any provision isdeclared unenforceable, the Company shall have any and all rights underapplicable statutes or common law to enforce its rights with respect to any andall Confidential Information or unfair competition by the Executive.

# **6.             Miscellaneous.**

## **6.1          PublicStatements.**

### (a)           MediaNondisclosure.  The Executive agreesthat during the Employment Period or at any time thereafter, except as may beauthorized in writing by the Company, the Executive will not directly orindirectly disclose or release to the Media any information concerning orrelating to any aspect of the Executive’s employment or termination fromemployment with the Company and/or any aspect of any dispute that is thesubject of this Agreement.  For thepurposes of this Agreement, the term “Media” includes, withoutlimitation, any news organization, station, publication, show, website, web log(blog), bulletin board, chat room and/or program (past, present and/or future),whether published through the means of print, radio, television and/or theInternet or otherwise, and any member, representative, agent and/or employee ofthe same.

### (b)           Non-Disparagement.  The Executive agrees that during theEmployment Period or at any time thereafter, the Executive  will not make any statements, comments orcommunications in any form, oral, written or electronic to any Media or anycustomer, client or supplier of the Company or any of its Affiliates, whichwould constitute libel, slander or disparagement of the Company or any of itsAffiliates, including, without limitation, any such statements, comments orcommunications that criticize, ridicule or are derogatory to the Company or anyof its Affiliates; provided, however, that the terms of this **Section 6.1(b)** shall not apply tocommunications between the Executive and, as applicable, the Executive’s attorneysor other persons with whom communications would be subject to a claim ofprivilege existing under common law, statute or rule of procedure.  The Executive further agrees that theExecutive will not in any way solicit any such statements, comments orcommunications from others.

## **6.2          ARBITRATION.  SUBJECT TO THE RIGHTS UNDER SECTION 6.3HEREOF TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF, BINDING ARBITRATION SHALLBE THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES,WHETHER STATUTORY, CONTRACTUAL OR OTHERWISE, BETWEEN THE PARTIES HERETO ARISING**

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## **UNDEROR RELATING TO THIS AGREEMENT OR THE EXECUTIVE’S EMPLOYMENT BY OR TERMINATIONFROM THE COMPANY (INCLUDING, BUT NOT LIMITED TO, THE AMOUNT OF DAMAGES, OR THECALCULATION OF ANY BONUS OR OTHER AMOUNT OR BENEFIT DUE)  (COLLECTIVELY, “DISPUTES”).  THE PARTIES EACH WAIVE THE RIGHT TO A JURYTRIAL AND WAIVE THE RIGHT TO ADJUDICATE THEIR DISPUTES UNDER THIS AGREEMENTOUTSIDE THE ARBITRATION FORUM PROVIDED FOR IN THIS AGREEMENT, EXCEPT ASOTHERWISE PROVIDED IN THIS AGREEMENT.** In the event either party provides a notice ofarbitration of any dispute to the other party, the parties agree to submit thatdispute to a single arbitrator selected from a panel of arbitrators of JAMSlocated in greater New York City-Southern New Jersey area.  The arbitration will be governed by the JAMSComprehensive Arbitration Rules and Procedures in effect at the time thearbitration is commenced.  If for anyreason JAMS cannot serve as the arbitration administrator, the Company mayselect an alternative arbitration administrator such as the AmericanArbitration Association, to serve under the terms of this Agreement.

### (a)           **VENUE. THE PARTIES STIPULATE AND AGREE THAT THE EXCLUSIVE VENUE OF ANY SUCHARBITRATION PROCEEDING (AND OF ANY OTHER PROCEEDING, INCLUDING ANY COURTPROCEEDING, UNDER THIS AGREEMENT) SHALL BE PASSAIC COUNTY, NEW JERSEY (THE “AGREEDVENUE”).**

### (b)           Authority andDecision.  The arbitrator shall havethe authority to award the same damages and other relief that a court couldaward.  The arbitrator shall issue areasoned award explaining the decision and any damages awarded.  The arbitrator’s decision will be final andbinding upon the parties and enforceable by a court of competentjurisdiction.  The parties will abide byand perform any award rendered by the arbitrator.  In rendering the award, the arbitrator shallstate the reasons therefor, including (without limitation) any computations ofactual damages or offsets, if applicable.

### (c)           Fees and Costs. In the event of arbitration under theterms of this Agreement, the fees charged by JAMS or other arbitrationadministrator and the arbitrator shall be borne by the parties as determined bythe arbitrator, except for any initial registration fee, which the partiesshall bear equally.  Otherwise, theparties shall each bear their own costs, expenses and attorneys’ fees incurredin arbitration; provided, however, that the prevailing partyshall be entitled to recover and have awarded its attorneys’ fees, court costs,arbitration expenses, and its portion of the fees and costs charged by JAMS orother arbitration administrator, regardless of which party initiated theproceedings, in addition to any other relief to which it may be entitled.

### (d)           Limited Scope.  The following are excluded from bindingarbitration under this Agreement:  claimsfor workers’ compensation benefits or unemployment benefits; replevin; andclaims for which a binding arbitration agreement is invalid as a matter of law.

## **6.3          InjunctiveRelief.**  Theparties hereto may seek injunctive relief in arbitration; provided, however,that as an exception to the arbitration agreement set forth in 

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## **Section 6.2**hereof, the parties, in addition to all other available remedies, shall eachhave the right to initiate an action in any court of competent jurisdiction inorder to request injunctive or other equitable relief regarding the terms of **Sections 5** or **6.2** hereof. The exclusive venue of any such proceeding shall be in the AgreedVenue.  The parties agree (a) to submitto the jurisdiction of any competent court in the Agreed Venue, (b) to waiveany and all defenses the Executive may have on the grounds of lack ofjurisdiction of such court and (c) that neither party shall be required to postany bond, undertaking or other financial deposit or guarantee in seeking orobtaining such equitable relief. Evidence adduced in any such proceeding for an injunction may be used inarbitration as well.  The existence ofthis right shall not preclude or otherwise limit the applicability or exerciseof any other rights and remedies that a party hereto may have at law or inequity.

## **6.4          Settlementof Existing Rights.**  In exchange for the other terms of thisAgreement, the Executive acknowledges and agrees that: (a) the Executive’sentry into this Agreement is a condition of employment and/or continuedemployment with the Company, as applicable; (b) except as otherwise providedherein, this Agreement will replace any existing employment agreement betweenthe parties and thereby act as a novation, if applicable; (c) the Executive isbeing provided with access to Confidential Information, including, withoutlimitation, proprietary trade secrets of one or more Company Parties, to whichthe Executive has not previously had access; (d) all Company inventions andintellectual property developed by the Executive during any past employmentwith the Company and all goodwill developed with the Company’s clients,customers and other business contacts by the Executive during any past employmentwith Company, as applicable, is the exclusive property of the Company; and (e)all Confidential Information and/or specialized training accessed, created,received or utilized by the Executive during any past employment with Company,as applicable, will be subject to the restrictions on Confidential Informationdescribed in this Agreement, whether previously so agreed or not.

## **6.5          EntireAgreement; Waiver.** This Agreement contains the entire agreement between the Executive andthe Company with respect to the subject matter hereof, and supersedes any andall prior understandings or agreements, whether written or oral. Nomodification or addition hereto or waiver or cancellation of any provisionhereof shall be valid except by a writing signed by the party to be chargedtherewith.  No delay on the part of anyparty to this Agreement in exercising any right or privilege provided hereunderor by law shall impair, prejudice or constitute a waiver of such right or privilege.

## **6.6          GoverningLaw.**  ThisAgreement shall be governed by and construed in accordance with the laws of theState of New Jersey, without regard to principles of conflict of laws.

## **6.7          Successorsand Assigns; Binding Agreement.**  The rights and obligations of the partiesunder this Agreement shall be binding upon and inure to the benefit of theparties hereto and their heirs, personal representatives, successors andpermitted assigns.  This Agreement is apersonal contract, and, except as specifically set forth herein, the rights andinterests of the Executive herein may not be sold, transferred, assigned,pledged or hypothecated by any party without the prior written consent of theothers.  As used herein, the term “successor”as it relates to the Company, shall include, but not be limited to, anysuccessor by 

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## way of merger,consolidation or sale of all or substantially all of such Person’s assets orequity interests.

## **6.8          Representationby Counsel; Independent Judgment.**  Each of the parties hereto acknowledges that(a) it or the Executive has read this Agreement in its entirety and understandsall of its terms and conditions, (b) it or the Executive has had theopportunity to consult with any individuals of its or the Executive’s choiceregarding its or the Executive’s agreement to the provisions contained herein,including legal counsel of its or the Executive’s choice, and any decision notto was the Executive’s or its alone and (c) it or the Executive is enteringinto this Agreement of its or the Executive’s own free will, without coercionfrom any source, based upon its or the Executive’s own independent judgment.

## **6.9          Interpretation.**  The parties and their respective legalcounsel actively participated in the negotiation and drafting of thisAgreement, and in the event of any ambiguity or mistake herein, or any disputeamong the parties with respect to the provisions hereto, no provision of thisAgreement shall be construed unfavorably against any of the parties on theground that the Executive, it, or the Executive’s or its counsel was the drafterthereof.

## **6.10        Survival.**  The provisions of **Sections 4.3(e), 5** and **6**hereof shall survive the termination of this Agreement.

## **6.11        Notices.**  All notices and communications hereundershall be in writing and shall be deemed properly given and effective whenreceived, if sent by facsimile or telecopy, or by postage prepaid by registeredor certified mail, return receipt requested, or by other delivery service whichprovides evidence of delivery, as follows:

If to the Company, to:

Linens ‘n Things, Inc.6 Brighton RoadClifton, New Jersey  07015Attention:  General Counsel

with a copy (which shall not constitute notice) to:

Gardere Wynne Sewell LLP1601 Elm Street, Suite 3000Dallas, Texas  75201-4761Attention:  Ronald M. Gaswirth, Esq.Telephone:  (214) 999-4601Facsimile:  (214) 999-3601E-mail:  rgaswirth@gardere.com

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If to the Executive, to:

Francis M. Rowanat the most recent address of theExecutive on file with the Company

or to such otheraddress as one party may provide in writing to the other party from time totime.

## **6.12        Counterparts.**  This Agreement may be executed in one or morecounterparts, each of which shall be deemed an original and all of whichtogether shall constitute one and the same instrument.  Facsimile transmission of any signed originaldocument or retransmission of any signed facsimile transmission will be deemedthe same as delivery of an original.  Atthe request of any party, the parties will confirm facsimile transmission bysigning a duplicate original document.

## **6.13        Captions.**  Paragraph headings are for convenience onlyand shall not be considered a part of this Agreement.

## **6.14        NoThird Party Beneficiary Rights.**  Except as otherwise provided in thisAgreement, no entity shall have any right to enforce any provision of thisAgreement, even if indirectly benefited by it.

## **6.15        Withholding.**  Any payments provided for hereunder shall bepaid net of any applicable withholding required under Federal, state or locallaw and any additional withholding to which Executive has agreed.

**[REMAINDEROF PAGE INTENTIONALLY LEFT BLANK]**

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IN WITNESS WHEREOF, theparties have duly executed this Agreement, intending it as a document underseal, on the Execution Date to be effective for all purposes as of theEffective Date.
|        | ****LINENS ‘N  THINGS, INC.**** |   |
|--------|--------------------------------------|--------|
|   |                                 |   |   |   |
|   |                                 |   |   |   |
|   | By:                                  |   | /S/ ROBERT J. DINICOLA |   |
|   |                                 |   | Name: |   |   |
|        |                                 |   | Title: |   |   |
|   | **** ****                       |   |
|   | **** ****                       |   |
|   | ****EXECUTIVE****                    |   |
|   |                                 |   |   |   |
|   |                                 |   |   |   |
|   | /s/ FRANCIS M.  ROWAN                |   |
|   | Name: Francis M. Rowan               |   |

 

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**EXHIBIT A**

**Definition ofChange of Control**

“Change ofControl” means:

(1)           any event occurs the result of whichis that any “Person,” as such term is used in Sections 13(d) and 14(d) ofthe Exchange Act, other than one or more Permitted Holders or their RelatedParties, becomes the beneficial owner, as defined in Rules l3d-3 and l3d-5under the Exchange Act (except that a Person shall be deemed to have “beneficialownership” of all shares that any such Person has the right to acquire withinone year) directly or indirectly, of more than 50% of the Voting Stock ofHolding or any successor company, including, without limitation, through amerger or consolidation or purchase of Voting Stock of Holding; *provided* that none of the Permitted Holders or their RelatedParties have the right or ability by voting power, contract or otherwise toelect or designate for election a majority of the Board; *providedfurther* that the transfer of 100% of the Voting Stock of Holding toa Person that has an ownership structure identical to that of Holding prior tosuch transfer, such that Holding becomes a wholly owned Subsidiary of suchPerson, shall not be treated as a Change of Control;

(2)           after an initial public offering ofCapital Stock of Holding, during any period of two (2) consecutive years,individuals who at the beginning of such period constituted the Board, togetherwith any new directors whose election by such Board or whose nomination forelection by the stockholders of Holding was approved by a vote of a majority ofthe directors of Holding then still in office who were either directors at thebeginning of such period or whose election or nomination for election waspreviously so approved, cease for any reason to constitute a majority of theBoard then in office;

(3)           the sale, lease, transfer, conveyanceor other disposition, in one or a series of related transactions other than amerger or consolidation, of all or substantially all of the assets of Holdingand its Subsidiaries taken as a whole to any Person or group of related Personsother than a Permitted Holder or a Related Party of a Permitted Holder; or

(4)           the adoption of a plan relating tothe liquidation or dissolution of Holding.

For purposes of this definition, the following termsshall have the meanings set forth below:

An *“Affiliate”* ofany specified Person means any other Person, whether now or hereafter existing,directly or indirectly controlling or controlled by, or under direct orindirect common control with, such specified Person.  For purposes hereof, “control” or any otherform thereof, when used with respect to any Person, means the power to directthe management and policies of such Person, directly or indirectly, whetherthrough the ownership of voting securities, by contract or otherwise; and the terms“controlling” and “controlled” shall have meanings correlative to theforegoing.

*“Apollo”* means Apollo ManagementV, L.P. and its Affiliates or any entity controlled thereby or any of thepartners thereof.

A-1

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*“Board”* means the Board ofDirectors of Holding or any committee thereof duly authorized to act on behalfof such Board of Directors.

*“Capital Stock”* of any Personmeans any and all shares, interests, rights to purchase, warrants, options,participations or other equivalents of or interests in, however designated,equity of such Person, including any Preferred Stock, but excluding any debtsecurities convertible into such equity.

*“Exchange Act”* means theSecurities Exchange Act of 1934, as amended.

*“Holding”* means Linens HoldingCo., a Delaware corporation.

*“Permitted Holder”* means any ofApollo, NRDC Real Estate Advisors I, LLC or Silver Point Capital FundInvestments, LLC.

*“Person”* means any individual,corporation, partnership, limited liability company, joint venture,association, business trust, joint-stock company, estate, trust, unincorporatedorganization, government or other agency or political subdivision thereof orany other legal or commercial entity.

*“Preferred Stock”* as applied tothe Capital Stock of any corporation means Capital Stock of any class orclasses, however designated, that is preferred as to the payment of dividends,or as to the distribution of assets upon any voluntary or involuntaryliquidation or dissolution of such corporation, over shares of Capital Stock ofany other class of such corporation.

*“Related Party”* means:

(1)           any controlling stockholder, 50% (ormore) owned Subsidiary, or immediate family member (in the case of anindividual) of any Permitted Holder; or

(2)           any trust, corporation, partnership,limited liability company or other entity, the beneficiaries, stockholders,partners, members, owners or Persons beneficially holding an 50% or morecontrolling interest of which consist of any one or more Permitted Holdersand/or such other Persons referred to in the immediately preceding clause (1).

*“Subsidiary”* means, with respectto any specified Person:

(1)           any corporation, association or otherbusiness entity of which more than 50% of the total voting power of shares ofCapital Stock entitled (without regard to the occurrence of any contingency andafter giving effect to any voting agreement or stockholders’ agreement thateffectively transfers voting power) to vote in the election of directors,managers or trustees of the corporation, association or other business entityis at the time owned or controlled, directly or indirectly, by that Person orone or more of the other Subsidiaries of that Person (or a combinationthereof); and

(2)           any partnership (a) the sole generalpartner or the managing general partner of which is such Person or a Subsidiaryof such Person or (b) the only general 

A-2

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partners of which arethat Person or one or more Subsidiaries of that Person (or any combinationthereof).

*“Voting Stock”*of an entity means all classes of Capital Stock of such entity thenoutstanding and normally entitled to vote in the election of directors or allinterests in such entity with the ability to control the management or actionsof such entity.

Notwithstanding anything to the contrary in thisExhibit A, the definition of Change of Control shall be interpretedconsistently with the definition of “Change of Control” contained inSection 409A of the Internal Revenue Code of 1986, as amended (the “Code”),and regulations and guidance issued by the Internal Revenue Service underSection 409A of the Code, including IRS Notice 2005-1.

A-3

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**EXHIBIT B**

**Fringe Benefits**

1.                                       Healthinsurance in accordance with the Company’s health insurance plan or program ineffect from time to time.

2.                                       Prescriptiondrug coverage in accordance with the Company’s health insurance plan orprogram, or separate prescription drug coverage plan or program, in effect fromtime to time.

3.                                       Dentalinsurance in accordance with the Company’s dental insurance plan or program ineffect from time to time.

4.                                       Long-termdisability insurance in accordance with the Company’s long-term disabilityinsurance plan or program in effect from time to time.

5.                                       Eligibilityfor life insurance coverage in such amount as the Company makes available toits employees or executives, subject to a bi-weekly payroll deduction for thepremium and completion by the Executive of any authorization documentation.

6.                                       Cellulartelephone and service.

7.                                       Annualfinancial planning services through Joel Isaacson Company, or a reasonablesubstitute therefor, as may be determined by the Company from time to time.

B-1

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