Exhibit 10.1


 


RESTRICTED STOCK AWARD AGREEMENT


 


Non-transferable


GRANT TO


 






(“Grantee”)


 


by Citi Trends, Inc. (the “Company”) of

      shares of its common stock,
$0.01 par value (the “Shares”)


 


pursuant to and subject to the provisions of the Citi Trends 2005
Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth
on the following page (the “Terms and Conditions”).  By accepting the Shares, Grantee shall be
deemed to have agreed to the terms and conditions set forth in this Agreement
and the Plan.  Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to such terms
in the Plan.


 


The Shares will vest (become non-forfeitable)
in accordance with the following schedule:


 




	
  Years of
  Employment

  after Grant Date

  	
   

  	
  Percent
  of Shares Vested

  	
   

  
	
  1

  	
   

  	
  25

  	
  %

  
	
  2

  	
   

  	
  50

  	
  %

  
	
  3

  	
   

  	
  75

  	
  %

  
	
  4

  	
   

  	
  100

  	
  %

  






 


IN WITNESS WHEREOF, Citi Trends, Inc.,
acting by and through its duly authorized officers, has caused this Agreement
to be duly executed.


 


CITI TRENDS, INC.


 


	
  By:

  	
   

  	
   

  	
  Grant Date:

  	
   

  



 

















 


TERMS AND
CONDITIONS


 


1. Restrictions.
The Shares are subject to each of the following restrictions. “Restricted
Shares” mean those Shares that are subject to the restrictions imposed
hereunder which restrictions have not then expired or terminated. Restricted
Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated
or otherwise encumbered. If Grantee’s employment with the Company or any
Subsidiary terminates for any reason, then Grantee shall forfeit all of Grantee’s
right, title and interest in and to the Restricted Shares as of the date of
employment termination, and such Restricted Shares shall revert to the Company
immediately following the event of forfeiture. The restrictions imposed under
this Section shall apply to all shares of the Company’s Stock or other
securities issued with respect to Restricted Shares hereunder in connection
with any merger, reorganization, consolidation, recapitalization, stock
dividend or other change in corporate structure affecting the Stock of the Company.


 


2. Expiration and Termination of Restrictions.
The restrictions imposed under Section 1 will expire on the earliest to
occur of the following (the period prior to such expiration being referred to
herein as the “Restricted Period”):


 


(a)   as
to the percentages of the Shares specified on the cover page hereof, on
the respective dates specified on the cover page hereof; provided Grantee
is then employed by the Company; or


 


(b)   upon
Grantee’s death or Disability, but only with respect to the number of Shares
that would otherwise have vested within the 12 months following the death or
Disability based on Grantee’s continued employment with the Company; or


 


(c)   upon
a Change of Control of the Company.


 


3. Delivery of
Shares. The Shares will be registered in the name of Grantee as of the
Grant Date and may be held by the Company during the Restricted Period in
certificated or uncertificated form. If a certificate for Restricted Shares is
issued during the Restricted Period with respect to such Shares, such
certificate shall be registered in the name of Grantee and shall bear a legend
in substantially the following form (in addition to any legend required under
applicable state securities laws): “This certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture and restrictions against transfer) contained in a Restricted Stock Agreement
between the registered owner of the shares represented hereby and Citi Trends, Inc.
Release from such terms and conditions shall be made only in accordance with
the provisions of such Agreement, copies of which are on file in the offices of
Citi Trends, Inc.”  Stock
certificates for the Shares, without the first above legend, shall be delivered
to Grantee or Grantee’s designee upon request of Grantee after the expiration
of the Restricted Period, but delivery may be postponed for such period as may
be required for the Company with reasonable diligence to comply, if deemed
advisable by the Company, with registration requirements under the Securities
Act of 1933, listing requirements under the rules of any stock exchange,
and requirements under any other law or regulation applicable to the issuance
or transfer of the Shares.


 


4. Voting
Rights. Grantee, as beneficial owner of the Shares, shall have full voting rights
with respect to the Shares during and after the Restricted Period.


 


5. Dividend
Rights.  Grantee shall accrue cash
and non-cash dividends, if any, paid with respect to the Restricted Shares, but
the payment of such dividends shall be deferred and held (without interest) by
the Company for the account of Grantee until the expiration of the Restricted
Period.  During the Restricted Period,
such dividends shall be subject to the same vesting restrictions imposed under Section 1
as the Restricted Shares to which they relate.  Accrued dividends deferred and held pursuant
to the foregoing provision shall be paid by the Company to the Grantee promptly
upon the expiration of the Restricted Period (and in any event within 30 days
of the date of such expiration).


 


6. No Right of
Continued Employment. Nothing in this Agreement shall interfere with or
limit in any way the right of the Company to terminate Grantee’s employment at
any time, nor confer upon Grantee any right to continue in the employ of the
Company.


 


7. Payment of
Taxes.


 


(a)   Upon
issuance of the Shares hereunder, Grantee may make an election to be taxed upon
such award under Section 83(b) of the Internal Revenue Code.  To effect such election, Grantee may file an
appropriate election with Internal Revenue Service within thirty (30) days
after award of the Shares and otherwise in accordance with applicable Treasury
Regulations.


 


(b)   Grantee
will, no later than the date as of which any amount related to the Shares first
becomes includable in Grantee’s gross income for federal income tax purposes,
pay to the Company, or make other arrangements satisfactory to the Committee
regarding payment of, any federal, state and local taxes of any kind required
by law to be withheld with respect to such amount, including without limitation
the surrender of shares of Stock to the Company. The obligations of the Company
under this Agreement will be conditional on such payment or arrangements, and
the Company will, to the extent permitted by law, have the right to deduct any
such taxes from the award or any payment of any kind otherwise due to Grantee.


 


8. Plan
Controls. The terms contained in the Plan are incorporated into and made a
part of this Agreement and this Agreement shall be governed by and construed in
accordance with the Plan. In the event of any actual or alleged conflict
between the provisions of the Plan and the provisions of this Agreement, the
provisions of the Plan shall be controlling and determinative.


 


9.  Successors.  This Agreement shall be binding upon any
successor of the Company, in accordance with the terms of this Agreement and
the Plan.


 


10.  Severability.  If any one or more of the provisions
contained in this Agreement is invalid, illegal or unenforceable, the other
provisions of this Agreement will be construed and enforced as if the invalid,
illegal or unenforceable provision had never been included.


 


11. Notice.
Notices and communications under this Agreement must be in writing and either
personally delivered or sent by registered or certified United States mail,
return receipt requested, postage prepaid. Notices to the Company must be
addressed to Citi Trends, Inc., 104 Coleman Blvd. Savannah, GA 31408, Attn:
Secretary, or any other address designated by the Company in a written notice
to Grantee. Notices to Grantee will be directed to the address of Grantee then
currently on file with the Company, or at any other address given by Grantee in
a written notice to the Company.