Restricted Stock Units Agreement




	



LINENS ’N THINGS 



     _________________ 



Restricted Stock Units
Agreement 



To: __________ 



        
        On
__________, you have been awarded __________restricted stock units
(“Restricted Stock Units”), each unit representing the right to receive one
share of common stock, par value $0.01 per share, of Linens ‘n Things, Inc. (the
“Company”) pursuant to the Company’s 2004 Stock Award and Incentive Plan
(the “Plan”), subject in all respect to the terms of this Restricted Stock Units
Agreement (this “Agreement”). 



        
        By
signing a copy of 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 actual conflict
          between the terms of this Agreement and the Plan, the terms of the Plan shall
          govern. 



             2.       
          Vesting. Except as expressly provided elsewhere in this Agreement, the
          Restricted Stock Units shall vest according to the dates shown below (each a
          “Vesting Date”): 










	Percentage of Shares
Which Vest Hereunder	First Date on Which
Such Shares Vest
	________	________
	________	________
	________	________
	________	________
	________	________






	




             3.       
          Payment or Conversion of Restricted Stock Units. 











	(a) 	 	On
the  Vesting  Date,  the  Company  shall  deliver to you the number of shares of
     stock  corresponding to such vested  Restricted Stock Units,  except to the
     extent you have otherwise elected to defer receipt in accordance with terms
     and  conditions  determined by the Company.  On or before each vesting date
     set forth in Section 2 of this Agreement,  you shall pay to the Company and
     amount equal to $0.01 multiplied by the number of common shares  underlying
     the Restricted Stock Units which have vested on such date. 






	(b) 	 	For
so   long as you hold  Restricted  Stock Units, at the time any dividend is paid
     with respect to a share of Company  common stock,  the Company shall pay to
     you in respect of each Restricted  Stock Unit an amount in cash, in Company
     common stock, in other property or in a combination  thereof,  in each case
     having a value  equal  to the fair  market  value of such  dividend  on the
     dividend  payment  date  (hereinafter   “Dividend   Equivalents”)
     subject to any deferral  election you may have made in accordance  with the
     Company’s  authorization;  provided,  however,  that unless  otherwise
     determined by the Company,  any such Dividend Equivalent payment in respect
     of stock dividends,  dividends in kind or  extraordinary  dividends will be
     subject to the vesting provisions applicable to such Restricted Stock Unit.
     











	




             4.       
          Change in Control. The Restricted Stock Units granted hereunder shall
          become fully vested upon a Change in Control (as such term is defined in the
          Plan) without regard to the vesting schedule contained in Section 2 of this
          Agreement. 



             5.       
          Vesting on Death. Upon your death during your active employment at the
          Company, all then outstanding and unvested Restricted Stock Units granted
          hereunder shall become immediately vested without regard to the vesting schedule
          contained in Section 2 of this Agreement. 



             6.       
          Vesting on Termination of Employment. Upon the termination of your
          employment with the Company for any reason other than your death, you will be
          entitled only to the percentage of the Restricted Stock Units which had vested
          under this Agreement as of your termination date except as may be otherwise set
          forth in your written employment agreement executed by you and the Company, if
          applicable. 



             7.       
          Compliance with Securities Laws. You understand and acknowledge that the
          Restricted Stock Units issued to you pursuant to this Agreement may not be
          offered, sold, transferred or otherwise disposed of except in accordance with
          the Securities Act of 1933, as amended, the rules and regulations thereunder and
          all applicable state 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.
          In addition, the Restricted Stock Units, like any stock of the Company which you
          may own directly or indirectly, may not be traded during a period when the
          Company has advised you that trading in the Company’s stock is prohibited. 



             8.       
          Restrictions on Resale. You understand that the Restricted Stock Units
          are subject to restrictions set forth in this Agreement and are only
          transferable on the books and records of the Company and its transfer agent and
          registrar and that the Company and such transfer agent and registrar will not
          register any transfer of the Restricted Stock Units which the Company in good
          faith believes violates the restrictions set forth herein. 



             9.       
          Designated Beneficiary. You may designate a Beneficiary who will have the
          right to receive the Restricted Stock Units, if any, which vest on your death.
          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 default payment to your
          estate. 



             10.       
          Rights as a Shareholder. You shall have no rights as a shareholder with
          respect to the common shares underlying any Restricted Stock Units unless and
          until a certificate representing such common shares is duly issued and delivered
          to you. 














	





             11.       
          Withholding Taxes. The Company’s obligation to deliver shares to you
          upon vesting of any Restricted Stock Units shall be subject to your satisfaction
          of all applicable federal, state and local income tax, employment tax and
          withholding requirements. 



             12.       
          Anti-Dilution Provisions. If prior to the vesting of the Restricted Stock
          Units, 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 Restricted Stock
          Units 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.       
          Confidentiality and Restrictive Covenant Provisions. In consideration of
          the grant of Restricted Stock Units 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  14. 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 14, all outstanding  Restricted  Stock Units granted
     to you (A) to the extent not yet vested or otherwise not then issued to you
     for any reason,  shall be immediately  forfeited and cancelled,  and (B) to
     the extent any such Restricted Stock Units have vested and the certificates
     for the underlying common shares have been issued to you, the value of such
     underlying  common  shares  shall  be  immediately  returned  by you to the
     Company, either (x) in “kind” by the transfer and delivery to the
     Company  of that  number of shares of  Company  common  stock  equal to the
     number of common shares  represented by such vested Restricted Stock Units,
     (y) in cash equal to the Fair  Market  Value (as  defined in the Plan) of a
     share of Company  common stock on the date of the breach  multiplied by the
     number of common shares  represented by such vested Restricted Stock Units,
     or (z) a combination of (x) and (y). The  determination of whether you have
     breached  this Section 14 shall be determined by the Committee or the Board
     in good  faith.  This  Section 14 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 14. 






	(iv)	 	If
any  court of  competent  jurisdiction  determines  that any  provision  of this
     Section  14,  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  14  shall  not  affect  the   validity  or
     enforceability of any other provision of this Agreement, which shall remain
     in full force and effect. 






	



             15.       
          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. 
















	



             16.       
          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,
          the 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:——————————————