Stock Option Agreement




	



LINENS ’N THINGS,
INC. 



     _________________ 



Stock Option Agreement 



To: ____________, 



On _______________, you were awarded
an option to purchase __________ shares (this “Option”) of the common stock $.01
par value per share (the “Shares”) of Linens ‘n Things, Inc. (the
“Company”) pursuant to the Company’s Shareholder Approved Plan (the
“Plan”). It is the Company’s philosophy that an enhanced sense of ownership
by employees is an important element of our long-term success. This stock option grant
allows you to share in the continued success of the Company under the Plan. 



By signing a copy of this Stock
Option Agreement (this “Agreement”), you hereby agree to the following terms and
conditions: 



             1.       
          Incorporation by Reference of Plan. The provisions of the Plan are incorporated
          by reference herein and shall govern as to all matters not expressly provided
          for in this Agreement. Terms not defined in this Agreement have the meanings set
          forth in the Plan. In the event of any conflict between the terms of this
          Agreement and the Plan, the terms of the Plan shall govern. 



             2.       
          Option Exercise Price. The option exercise price of the __________ shares
          awarded to you is $_____ per share, based on the “Fair Market Value*”
          as of _________________. 



             3.       
          Vesting. Options vest and are exercisable on and after _________________,
          provided however that shares of common stock acquired on exercise of this Option
          (“Option Shares”) may not be sold or otherwise disposed of except in
          one-third increments if, and at such point, over ten days (which need not be
          consecutive) in an established period of thirty days, the fair market value of
          Company common stock is at, or above, $_____, $_____, and $_____, respectively.
          100% of the Option Shares may be sold or otherwise disposed of beginning on and
          after _________________, except as provided elsewhere in this Agreement. The
          options expire on _________________, unless earlier terminated under this
          Agreement. 












	Percentage of Option Shares

Which May Be Sold or Disposed of			NYSE Fair Market Value
of LNT Shares		
						
	33.34%			$____		
	33.33%			$____		
	33.33%			$____		





	



        4.           
Vesting on Death or Retirement.  




        
                   (a)                           Upon
your death,  

















	(i)	 	this
Option shall vest and remain exercisable,  and may be exercised, only for a period of one
year after      the date of your death, and  






	(ii)	 	all
Option Shares,  whenever  acquired,  may be sold or  disposed  of  without  regard  to
the  schedule      contained in Section 3 of this Agreement after the date of your death.  






        
                   (b)                           Upon
your “Retirement,” you will continue to be entitled to exercise this Option and
to sell or      dispose of Option Shares in  accordance  with the same schedule as
provided in Section 3, as if      you  continued  to be an  employee  of  the  Company.
 For  the  purposes  of  this  Agreement,      “Retirement”  shall mean
 termination of employment  with the Company at or after the      earlier of (i) age
 55 and 15 years of service with the Company or  (ii) age 60.  




             5.       
          Termination of Employment. Upon the termination of your employment by the
          Company by reason other than by your death or Retirement, you will be entitled
          to sell or dispose of only the percentage of Option Shares which you had the
          right to sell or dispose of under Section 3 as of your termination date and
          the balance of any Option Shares, whenever acquired in accordance with the terms
          of this Agreement, may only be sold or disposed of on or after ___________. In
          addition, the following restrictions shall apply: 





        
                   (a)                           If
your employment  by the  Company is  terminated  by the Company  for  “Cause”  (as
defined      below),  or if you resign  from your  employment  with the Company  (other
than for  “Good      Reason”  as defined in and if expressly permitted by any
employment  agreement between you      and the  Company),  no portion of this  Option
 shall be further  exercisable  on or after such      termination date.  



        
                   (b)                           If
your employment is terminated by the Company for any reason other than “Cause”,
 or if you      terminate your employment for “Good Reason”  as defined in and
if expressly permitted      by any  employment  agreement  between you and the Company,
 this Option  shall  continue to be      outstanding for a period of 90 days
following such termination date.  



        
                   (c)                           For
the  purposes of the Agreement,  “Cause”  shall include (i) engaging in gross
 misconduct,      fraud,  dishonesty,  gross negligence or  insubordination,  (ii)
willful  misconduct,  (iii) an      indictment  (or  similar  criminal  proceeding)
 being  brought  against  you for  the  alleged      commission of felony,  (iv) becoming
 subject to a judgment,  order,  consent  decree,  consent      order,  ruling or finding
 in  connection  with any  federal  or state  government  proceeding,      including
without  limitation,  an enforcement,  cease and desist,  inquiry or other proceeding
     before the Securities  and Exchange  Commission,  in which you are  sanctioned
 (whether or not      denying or admitting the underlying violation or liability) for any
violation of the securities      laws and/or enjoined from any future violation of the
securities laws; or (v) “cause”     as defined in your employment agreement
with the Company, if applicable.  




             6.       
          Expiration of Options. Notwithstanding anything to the contrary set forth in
          Sections 3, 4, 5 of this Agreement, under no circumstances shall this Option be
          exercisable after ____________ or such shorter period as is prescribed in the
          Plan or this Agreement. 



             7.       
          Designated Beneficiary. You may designate a Beneficiary who will have the right
          to exercise this Option after your death according to the terms and conditions
          of this Agreement and the Plan. The form which may be used for this purpose is
          attached to this Agreement. If you do not designate a Beneficiary by completing
          the attached form and returning it to the Company, the Company will
          automatically provide such right to exercise to your estate. 










	




             8.       
          Exercise. This Option shall be exercised by notice to the Company, accompanied
          by 












	(i)	 	full
payment in cash or check, or  






	(ii) 	 	an
election to exercise this Option by means of a “cashless           exercise,” so
long as you have the right at the time to sell and dispose of           the Option Shares
which are the subject of such cashless existence. The           procedure and form for
any such permitted “cashless exercise” will be           provided to you.
However, any “cashless exercise” is subject to the           insider trading
rules under the federal securities laws.  







	



You are prohibited by the federal
securities laws from selling or otherwise trading in any of the Company’s common
stock at a time when you are in possession of material information which has not been
publicly disclosed. You also agree that you will be subject to the Company’s
“black-out” policy and to the Company’s “blackout” periods during
the term of your employment with the Company and for three (3) months following any
termination of employment for any reason. 



             9.       
          Rights as a Shareholder. You shall have no rights as a shareholder with respect
          to any shares which may be purchased by exercise of this Option unless and until
          a certificate representing such shares is duly issued and delivered to you. No
          adjustment shall be made for dividends or other rights for which the record date
          is prior to the date such stock certificate is issued except as may be
          determined in accordance with Section 12(c) of the Plan. 



             10.       
          Withholding Taxes. The Company’s obligation to deliver shares upon the
          exercise of this Option shall be subject to your satisfaction of all applicable
          federal, state and local income tax, employment tax and withholding
          requirements. 



             11.       
          Restrictions on Transfer; Restrictive Legends, Stop-Transfer Orders. 



        
                   (a)                           This
Option shall not be transferred, assigned, pledged or hypothecated and           shall
not be subject to execution, attachment or similar process. In the event           the
terms of this paragraph are not complied with by you or if this Option is
          subject to execution, attachment or similar process, this Option shall
          immediately become null and void.  



        
                   In addition,
during any such period as Option Shares may not be sold or otherwise disposed of under
this Agreement, those Option Shares shall not be sold, transferred, assigned, pledged,
hypothecated or otherwise disposed of. In the event the terms of this paragraph are not
complied with or if any such Option Shares so restricted are subject to execution,
attachment or similar process, any such transfer shall be null and void.  



        
                   (b)                           You
understand and agree that the Company shall cause the legends set forth           below
or legends substantially equivalent thereto, to be placed upon any
          certificate(s) evidencing ownership of the Option Shares together with any
other           legends that may be required by the Company or by applicable state or
federal           securities laws:  

















	  	THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, AS
SET FORTH IN THE STOCK OPTION AGREEMENT BETWEEN THE ISSUER AND ___________, DATED
___________, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH
TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES. 






	




        
                   (c)                           Stop-Transfer
Notices. You agree that, in order to ensure compliance with the           restrictions
referred to herein, the Company may issue appropriate “stop           transfer” instructions
to its transfer agent, if any, and that, if the           Company transfers its own
securities, it may make appropriate notations to the           same effect in its own
records.  





             12.       
          Anti-Dilution Provisions. If prior to expiration of this Option, there shall
          occur any change in the outstanding shares of the Company’s common stock by
          reason of any stock dividend, stock split, combination or exchange of such
          shares of common stock, merger, consolidation, recapitalization, reorganization,
          liquidation, dissolution, or similar event, and as often as the same shall
          occur, then the kind and number of shares subject to this Option, or the
          purchase price per share of such common stock, or both, may be adjusted by the
          Compensation Committee of the Board of Directors (the “Committee”) in
          such manner as it may deem equitable, the determination of which shall be
          binding and conclusive. Failure of the Committee to provide for any such
          adjustment shall be conclusive evidence that no adjustment is required. 



             13.       
          Acceptance of Provisions. The execution of this Agreement by you shall
          constitute your acceptance of and agreement to all of the terms and conditions
          of the Plan and this Agreement. 



             14.       
          Change in Control. Option Shares may be sold or disposed of at and following the
          consummation of a Change in Control (as such term is defined in the Plan). 



             15.       
          Confidentiality and Restrictive Covenant Provisions. In consideration of the
          grant of stock options to you and the compensation now and hereafter paid to
          you, you hereby acknowledge and agree as follows: 














        
                   (a)           Confidentiality 



	(i) 	 	You
are aware that the Company owns proprietary and confidential information           and
materials covering or related to the Company’s finances, business and
          operations which from time to time may be disclosed to you or to which you may
          obtain access or develop or create on behalf of the Company. Such information
          and materials may include, but are not limited to, sales information, plans and
          projections, trade secrets, marketing plans, product plans, margin information,
          vendor compensation, store plans and information, pricing techniques and plans,
          training programs, strategies, statistical data, forecasts, replenishment
          programs and systems and other information concerning the Company and its past,
          present or future operations, financing, sales, marketing or business
          (collectively “Confidential Information”). Confidential Information
          does not include information which is or becomes known generally by the public
          other than through your breach of this Agreement. You acknowledge the
          confidential and secret character of the Confidential Information and agree
that           the Confidential Information is the sole, exclusive and extremely valuable
          property of the Company which gives the Company an advantage over its
          competitors and is critical to the success of the Company and its business.  






	(ii) 	 	All
Confidential Information is the property of the Company and neither your
          employment nor the disclosure of such information to you should be construed to
          grant any right, license or authorization to you to use the Confidential
          Information except in connection with the performance by you of the services
for           which you are employed by the Company. You will not during your employment
by           the Company or at any time thereafter exploit, reproduce or use for yourself
or           any third parties, or divulge or convey to any third parties, any
Confidential           Information except to the extent that Confidential Information
shall be required           to be used and/or divulged in order to enable you to perform
in the ordinary           course the services for which you are then currently employed
by the Company.  






	(iii) 	 	You
will comply with all regulations established by the Company to maintain the
          confidentiality of the Confidential Information and will not remove
Confidential           Information from your place of employment without the express
consent of the           Company.  






	(iv) 	 	On
termination of your employment with the Company or at any other time as the
          Company may request, you shall end all use of any Confidential Information and
          return to the Company all originals and copies of any Confidential Information
          then in or thereafter coming into your possession (in whatever form and however
          such Confidential Information might be obtained or recorded). You shall not
          thereafter retain a copy of any such Confidential Information.  










	





        
                   
(b)      Restrictive
Covenant 












	(i)	 	During
your employment by the Company and for a period of two (2) years thereafter (the
     “Restriction  Period”),  you  will  not,  alone  or with  others,
     directly or indirectly,  induce or attempt to induce any person who, during
     the  term  of  your  employment  with  the  Company,  was  an  employee  or
     representative  of the  Company,  to  terminate  his or her  employment  or
     relationship  with the  Company  or to violate  the terms of any  agreement
     between such employee or representative and the Company, or hire or attempt
     to hire any employee of the Company  within one hundred  eighty (180) after
     the  termination  of such  employee’s  relationship  with the Company.
     






	(ii)	 	 During
your employment by the Company and for a period of two (2) years thereafter, you
     will not accept any employment or related position,  or act as a consultant
     (either  directly or  indirectly)  with the  following  competitors  of the
     Company: __________________________________________. In      the case of
a termination of employment by the Company for any other reason      than by  “Cause”  (as
defined in Section 5(b)),  the  Restriction      Period shall terminate immediately upon
the employee’s  termination of      employment.  






	(iii)	 	You
agree that the above  restrictions  are reasonable and necessary in light of your
     position and responsibilities with the Company. 
















	



        
                   
(c)      Remedies 












	(i)	 	You
acknowledge  that the Company  will not have an adequate  remedy at law for your
     breach of any  provision  of this  Section  15. You consent to the entry of
     injunctive or other  appropriate  equitable relief against you with respect
     to any such  breach  (without  proof of monetary  or  immediate  damage and
     without  any bond or other  security  being  required),  in addition to any
     other remedies which might be available to the Company at law or in equity.
     






	(ii)	 	Upon
your breach of this Section 15, (a) all  outstanding  options  granted to you to
     purchase  common stock of the  Company,  whether  granted  pursuant to this
     Agreement  or any earlier  agreement  regardless  of whether  vested or not
     vested in whole or in part,  shall be cancelled  and/or (b) if such conduct
     or activity  occurs  within two years  following  the  exercise of any such
     option,  you shall be required  to repay to the  Company any gain  realized
     upon the  exercise of such option  (with such gain valued as of the date of
     exercise).  Any repayment obligation may be satisfied in the Company’s
     common stock or cash or a combination  thereof  (based upon the fair market
     value of  common  stock on the day  prior to the date of  payment)  and the
     Committee or the Board is hereby permitted and expressly  authorized by you
     to  offset  against  any  future  payments  owed by the  Company  or of its
     subsidiaries  to you  (including  any  salary,  bonus,  severance  or other
     compensation)  to satisfy the repayment  obligation.  The  determination of
     whether  you have  breached  this  Section  15 shall be  determined  by the
     Committee  or the  Board in good  faith.  This  Section  15  shall  have no
     application  following a termination  of  employment  following a Change in
     Control (as defined in the Plan). 













	(iii)	 	You
agree to  reimburse  the Company for all costs and expenses  (including,  without
     limitation,  court costs and the reasonable fees and expenses of attorneys)
     incurred  by the  Company  in  connection  with any  action by the  Company
     seeking to enforce this Section 15. 






	(iv)	 	If
any  court of  competent  jurisdiction  determines  that any  provision  of this
     Section  15,  as  written,  is  too  broad  in  scope  or  duration  to  be
     enforceable, such provision should be narrowed in scope and duration to the
     extent  (and  only  to  such  extent)  necessary  to  make  such  provision
     enforceable.  The  invalidity  or  unenforceability  of  any  provision  or
     provisions   of  this   Section  15  shall  not  affect  the   validity  or
     enforceability of any other provision of this Agreement, which shall remain
     in full force and effect. 





	



             16.    
   Venue and Jurisdiction; Waiver of Jury Trial. Any claim brought by you arising
          out of or in connection with this Agreement or the Plan (as incorporated herein
          by reference), the subject matter thereof, or the performance or non-performance
          of any obligation thereunder (other than a counterclaim maintained by you in an
          action originally brought by the Company), shall be brought in either the state
          or federal courts located in the State of New Jersey. You hereby irrevocably
          submit to the jurisdiction of each of the state or federal courts located in the
          State of New Jersey for the purposes of any suit, civil action or other
          proceeding (“Suit”) arising out of or in connection with this
          Agreement or the Plan, the subject matter thereof, or the performance or
          non-performance of any obligation thereunder. You hereby waive and agree not to
          assert by way of motion, as a defense or otherwise in any such Suit, any claim
          that you are not subject to the jurisdiction of the state or federal courts
          located in the State of New Jersey, that such Suit is brought in an inconvenient
          forum, or that the venue of such Suit is improper. You hereby consent to service
          of process by first-class mail with respect to any action brought by the Company
          against you arising out of or in connection with this Agreement or the Plan. 



YOU HEREBY WAIVE ANY TRIAL BY JURY
WITH RESPECT TO ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PLAN,
THE SUBJECT MATTER THEREOF, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION
THEREUNDER. 



             17.   
    Miscellaneous. This Agreement and the Plan contain a complete statement of all
          the arrangements between the parties with respect to their subject matter, and
          this Agreement cannot be changed except in a writing executed by both parties.
          However, if and to the extent that the terms of any employment agreement between
          you and the Company as then in effect modify this Agreement, then while such
          employment agreement is then in effect, the terms of such employment agreement
          shall control as between the employment agreement and this Agreement. This
          Agreement shall be governed by and construed in accordance with the laws of the
          State of New Jersey applicable to agreements made and to be performed
          exclusively in New Jersey. The headings in this Agreement are solely for the
          convenience of reference and shall not affect its meaning or interpretation. 



Please indicate your acceptance of
the foregoing terms and conditions by signing a copy of this Agreement and returning it to
the Company to the attention of the Compensation Department. 













	Linens ’n Things, Inc.



By:          
——————————————

Name:     
Title:       

                

                



Date:——————————————		Employee



  
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Date:——————————————