Stock Option Agreement - General




	



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 as follows:  



        _________________         



        4.              Vesting
on Death or Retirement.  



        (a)                         Upon
your death,  












	(i)	 	this
Option shall vest 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:          
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Name:     
Title:       

                

                



Date:——————————————		Employee



  
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Date:——————————————