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Exhibit 10.34
 NEITHER THIS AGREEMENT NOR THE SECURITIES ISSUED PURSUANT TO THIS AGREEMENT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  SECURITIES ACT ), AND THEY MAY NOT BE OFFERED,
SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE
SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT,
BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE ISSUER,
OR OTHER COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER, THAT THE PROPOSED DISPOSITION IS CONSISTENT
WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE BLUE SKY OR OTHER
SIMILAR SECURITIES LAW.
 EDDIE BAUER HOLDINGS, INC.
STOCK OPTION AGREEMENT
(Time Vested Inducement Award Issued Outside Plan)
 Date of Grant  Company   Grantee 
 R E C I T A L S
  Board Total Option Shares Common Stock price Exercise Price Per Share
  Plan 
  A G R E E M E N T
 NOW THEREFORE




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Grant of Option Option Shares Exercise Price Code
 Exercise Period; Vesting Section 3 Section 9 Continuous Service
 Percentage ofVesting Date
    
    Shares Vested1st Anniversary
    
    
    25
    %2nd Anniversary
    
    
    50
    %3rd Anniversary
    
    
    75
    %4th Anniversary
    
    
    100
    %
 Change in
Control
 Expiration Expiration Date Section 4
 Termination of Continuous Service
 Forfeiture of Unvested Options Section 4




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Termination for Any Reason Except Death, Disability or Cause
 Termination Because of Death or Disability
 Termination for Cause Cause
 Extension of Termination Date
 No Obligation to Employ




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Manner of Exercise
 Stock Option Exercise Agreement Exhibit A Exercise Agreement inter alia
 Limitations on Exercise
 Payment
 Stock For Stock
Exercise




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NASD Dealer Cashless
Exercise




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Tax Withholding Share Withholding
 Issuance of Shares
 Compliance with Laws and Regulations
 Nontransferability of Option




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Privileges of Stock Ownership
 Restrictions On Transfer.
 Securities Law Restrictions .
 Market Stand-Off  Market Stand-Off 
 Administration. Administrator




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Acceptance
 Section 409A Limitation.
 No Right to Future Awards.
 Representations and Warranties of Grantee.
 Agreement to Terms
 Cooperation
 Securities Representations




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Obligation To Sell .  Control
Sellers   Non-Control Seller 
 Adjustment Upon Changes in Capitalization. provided however
 Defined Terms.




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Miscellaneous Terms.
 Notices
 Headings
 Counterparts
 Entire Agreement
 Interpretation
 Successors and Assigns
 Governing Law




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Amendment.
 [SIGNATURE PAGE FOLLOWS]




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IN WITNESS WHEREOF
 EDDIE BAUER HOLDINGS, INC.Date:
    
    
    
    
    
    By:GRANTEEDate:name, in his individual capacity




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EXHIBIT A  FORM OF STOCK OPTION EXERCISE AGREEMENT
 o Nonstatutory Stock Option
    
    Grantee:Date:
 STOCK OPTION EXERCISE NOTICE
 
  Option .  Option   Shares   Company   Option Agreement 
 Date of Option Grant:Number of Option Shares:Exercise Price per Share:
 Exercise of Option .
 Total Shares Purchased:Total Exercise Price(Total Shares X Price per Share)
    

    $
 Payments .
 Cash:
    

    $Check:
    

    $Tender of Company Stock:
    
    Contact AdministratorBroker assisted cashless exercise
    
    Contact Administrator




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Tax Withholding .
 Grantee Information .
 My address is:My Social Security Number is:
 Binding Effect .
 Transfer .  Securities Act 
  Very truly yours,(Signature)




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Eddie Bauer Holdings, Inc.
 By:Name:Title:Dated: