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                                                                 EXHIBIT 10.17

                                                 RESTRICTED STOCK AWARD (#) ____

                           EDDIE BAUER HOLDINGS, INC.
                            2005 STOCK INCENTIVE PLAN
            NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD CERTIFICATE

      THIS IS TO CERTIFY that Eddie Bauer Holdings, Inc., a Delaware corporation
(the "COMPANY"), has offered you (the "GRANTEE") the right to receive Common
Stock (the "Stock" or "Shares") of the Company under its 2005 Stock Incentive
Plan (the "PLAN"), as follows:

Name of Grantee:                ___________________________________

Address of Grantee:             ___________________________________
                                ___________________________________
                                ___________________________________

Number of Shares:               ___________________________________

Offer Grant Date:               ___________________________________

Offer Expiration Date:          15 Days after the Offer Grant Date

Vesting
Commencement Date:              July 1, 2005

<TABLE>
<CAPTION>
Vesting Schedule:                 ANNIVERSARY                   PERCENTAGE OF
                                 OF THE VESTING                   VESTED
                                COMMENCEMENT DATE                 SHARES
                                -----------------              --------------
<S>                             <C>                            <C>
                                      First                       33-1/3 %
                                      Second                      66-2/3 %
                                      Third                          100 %
</TABLE>

By your signature and the signature of the Company's representative below, you
and the Company agree to be bound by all of the terms and conditions of the
Restricted Stock Award Agreement, which is attached hereto as Annex I and the
Plan (both incorporated herein by this reference as if set forth in full in this
document). By executing this Certificate, you hereby irrevocably elect to accept
the Restricted Stock Award rights granted pursuant to this Certificate and the
related Restricted Stock Award Agreement and to receive the shares of Restricted
Stock of Eddie Bauer Holdings, Inc. designated above subject to the terms of the
Plan, this Certificate and the Award Agreement.

GRANTEE:                            EDDIE BAUER HOLDINGS, INC.

______________________________      By: ________________________________
               , an individual          Fabian Mansson, Chief Executive Officer

Dated: _______________________      Dated:_________________________________

                                   1
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                                                                         ANNEX I

                           EDDIE BAUER HOLDINGS, INC.
                            2005 STOCK INCENTIVE PLAN
                              NON-EMPLOYEE DIRECTOR
                        RESTRICTED STOCK AWARD AGREEMENT

      This Restricted Stock Award Agreement (this "AGREEMENT"), is made and
entered into on the execution date of the Stock Award Certificate to which it is
attached (the "CERTIFICATE"), by and between Eddie Bauer Holdings, Inc., a
Delaware corporation (the "COMPANY"), and the Director ("GRANTEE") named in the
Certificate.

      Pursuant to the Eddie Bauer Holdings, Inc. 2005 Stock Incentive Plan (the
"PLAN"), the Administrator of the Plan has authorized the grant to Grantee of
the right to receive shares of the Company's Common Stock (the "AWARD"), upon
the terms and subject to the conditions set forth in this Agreement and in the
Plan. Capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Plan.

      NOW, THEREFORE, in consideration of the premises and the benefits to be
derived from the mutual observance of the covenants and promises contained
herein and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

      1. BASIS FOR AWARD. This Award is made pursuant to the Plan for valid
consideration provided to the Company by the Grantee. By your execution of the
Certificate, you agree to accept the Restricted Stock Award rights granted
pursuant to the Certificate and this Restricted Stock Award Agreement and to
receive the shares of Restricted Stock of Eddie Bauer Holdings, Inc. designated
in the Certificate subject to the terms of the Plan, the Certificate and this
Award Agreement.

      2. RESTRICTED STOCK AWARD. The Company hereby awards and grants to
Grantee, for valid consideration with a value in excess of the aggregate par
value of the Common Stock awarded to Grantee, the number of shares of Common
Stock of the Company set forth in the Certificate, which shall be subject to the
restrictions and conditions set forth in the Plan, the Certificate and in this
Agreement (the "RESTRICTED STOCK"). One or more stock certificates representing
the number of Shares specified in the Certificate shall hereby be registered in
the Grantee's name (the "STOCK CERTIFICATE"), but shall be deposited and held in
the custody of the Company for the Grantee's account as provided in Section 10
hereof until such Restricted Stock becomes vested.

      3. VESTING. The Restricted Stock shall vest and restrictions on transfer
shall lapse subject to the Vesting Schedule set forth in the Certificate. If the
Grantee shall cease Continuous Service on account of the Grantee's death, Total
and Permanent Disability or Retirement (as such terms are defined in the Plan),
the Restricted Stock shall vest upon such event and the restrictions on transfer
shall lapse. Upon the occurrence of: (a) a Change in Control, (b) termination of
Continuous Service on account of Grantee's death or Disability, (c) failure of
the Board to nominate Grantee for re-election as a Director (other than for
Cause or Grantee's voluntary termination), or (d) failure of the Company's
stockholders to re-elect Grantee at any stockholders' meeting after nomination
by the Board, the Restricted Stock shall become 100% vested on such event and
the restrictions on transfer shall lapse. Except as otherwise provided in

    EDDIE BAUER HOLDINGS, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD
                                AGREEMENT                                 Page 1

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this Section, if the Grantee ceases Continuous Service for any other reason, the
Unvested Shares shall be forfeited immediately.

      4. COMPLIANCE WITH LAWS AND REGULATIONS. The issuance and transfer of
Common Stock shall be subject to compliance by the Company and Grantee with all
applicable requirements of federal and state securities laws and with all
applicable requirements of any stock exchange on which the Company's Common
Stock may be listed at the time of such issuance or transfer.

      5. TAX WITHHOLDING.

            (a) Grantee agrees that, no later than the first to occur of (i) the
date as of which the restrictions on the Restricted Stock shall lapse with
respect to all or any of the Restricted Stock covered by this Agreement or (ii)
the date required by Section 5(b) below, Grantee shall pay to the Company (in
cash or to the extent permitted by the Administrator, by tendering Company Stock
held by the Grantee, including shares of Restricted Stock held in escrow that
become vested ("SHARE WITHHOLDING"), with a Fair Market Value on the date the
Restricted Stock vests equal to the amount of Grantee's minimum statutory tax
withholding liability, or to the extent permitted by the Administrator, a
combination thereof) any federal, state or local taxes of any kind required by
law to be withheld, if any, with respect to the Restricted Stock for which the
restrictions shall lapse. The Company shall, to the extent permitted by law,
have the right to deduct from any payment of any kind otherwise due to Grantee
any federal, state or local taxes of any kind required by law to be withheld
with respect to the shares of such Company Stock. Payment of the tax withholding
by a Participant who is an officer, director or other "insider" subject to
Section 16(b) of the Exchange Act by tendering Company Stock or in the form of
Share Withholding is subject to pre-approval by the Administrator, in its sole
discretion, in a manner that complies with the specificity requirements of Rule
16b-3 under the Exchange Act, including the name of the Participant involved in
the transaction, the nature of the transaction, the number of shares to be
acquired or disposed of by the Participant and the material terms of the Options
involved in the transaction.

            (b) Grantee may elect, within thirty (30) days of the Offer Grant
Date, elect to include in gross income for federal income tax purposes an amount
equal to the Fair Market Value of the Restricted Stock less the amount, if any,
paid by the Grantee (other than by prior services) for the Restricted Stock
granted hereunder pursuant to Section 83(b) of the Internal Revenue Code of
1986, as amended. In connection with any such Section 83(b) election, Grantee
shall pay to the Company, or make such other arrangements satisfactory to the
Administrator to pay to the Company based on the Fair Market Value of the
Restricted Stock on the Offer Grant Date, any federal, state or local taxes
required by law to be withheld with respect to such Shares at the time of such
election. If Grantee fails to make such payments, the Company shall, to the
extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to Grantee any federal, state or local taxes required by law to be
withheld with respect to such Shares.

         6. NO RIGHT TO CONTINUED SERVICE. Nothing in this Agreement shall be
deemed by implication or otherwise to impose any limitation on any right of the
Company to terminate the Grantee's service at any time. In the event Grantee's
employment with the Company is terminated by the Company, by Grantee or as a
result of Grantee's death or disability (unless the

    EDDIE BAUER HOLDINGS, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD
                                AGREEMENT                                 Page 2

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acceleration provisions of Section 3 are applicable), no unvested shares of
Common Stock shall become vested after such termination of employment.

      7. REPRESENTATIONS AND WARRANTIES OF GRANTEE. Grantee represents and
warrants to the Company that:

            (a) Agrees to Terms of the Plan. Grantee has received a copy of the
      Plan and has read and understands the terms of the Plan, the Certificate
      and this Agreement, and agrees to be bound by their terms and conditions.
      Grantee acknowledges that there may be adverse tax consequences upon the
      vesting of Restricted Stock or disposition of the shares of Common Stock
      once vested, and that Grantee should consult a tax advisor prior to such
      time.

            (b) Stock Ownership. Grantee is the record and beneficial owner of
      the shares of Restricted Stock with full right and power to transfer the
      Unvested Shares to the Company free and clear of any liens, claims or
      encumbrances and Grantee understands that the stock certificates
      evidencing the Restricted Stock will bear a legend referencing this
      Agreement.

            (c) SEC Rule 144. Grantee understands that Rule 144 promulgated
      under the Securities Act may indefinitely restrict transfer of the Common
      Stock so long as Grantee remains an "affiliate" of the Company or if
      "current public information" about the Company (as defined in Rule 144) is
      not publicly available.

      8. COMPLIANCE WITH U.S. FEDERAL SECURITIES LAWS. Grantee understands and
acknowledges that notwithstanding any other provision of the Agreement to the
contrary, the vesting and holding of the Common Stock is expressly conditioned
upon compliance with the Securities Act and all applicable federal and state
securities laws. Grantee agrees to cooperate with the Company to ensure
compliance with such laws.

      9. FORFEITURE OF UNVESTED STOCK. Unless otherwise provided in an
employment agreement the terms of which have been approved by the Administrator,
if unvested Common Stock ("UNVESTED SHARES") standing in the name of Grantee on
the books of the Company does not become vested on or before the expiration of
the period during which the applicable vesting conditions must occur, such
Unvested Shares shall be automatically forfeited and cancelled as outstanding
shares of Common Stock immediately upon the occurrence of the event or time
period after which such Unvested Shares may no longer become vested.

      10. RESTRICTIONS ON UNVESTED SHARES.

            (a) Deposit of the Unvested Shares. Grantee shall deposit all of the
      Unvested Shares with the Company to hold until the Unvested Shares become
      vested, at which time such vested shares shall no longer constitute
      Unvested Shares. Grantee shall execute and deliver to the Company,
      concurrently with the execution of this Agreement blank stock powers for
      use in connection with the transfer to the Company or its designee of
      Unvested Shares that do not become vested. The Company will deliver to
      Grantee the Stock Certificate for the shares of Common Stock that become
      vested upon vesting of such shares.

    EDDIE BAUER HOLDINGS, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD
                                AGREEMENT                                 Page 3

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            (b) Restriction on Transfer of Unvested Shares. Grantee shall not
      transfer, assign, grant a lien or security interest in, pledge,
      hypothecate, encumber or otherwise dispose of any of the Unvested Shares,
      except as permitted by this Agreement.

      11. ADJUSTMENTS. The number of Unvested Shares shall be automatically
adjusted to reflect any stock split, stock dividend, recapitalization, merger,
consolidation, reorganization, combination or exchanges of shares or other
similar event affecting the Company's outstanding Common Stock subsequent to the
date of this Agreement. If Grantee becomes entitled to receive any additional
shares of Common Stock or other securities ("ADDITIONAL SECURITIES") in respect
of the Unvested Shares, the total number of Unvested Shares shall be equal to
the sum of (i) the initial Unvested Shares; and, (ii) the number of Additional
Securities issued or issuable in respect of the initial Unvested Shares and any
Additional Securities previously issued to Grantee.

      12. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

            (a) Legends. Grantee understands and agrees that the Company will
      place the legends set forth below or similar legends on any stock
      certificate(s) evidencing the Common Stock, together with any other
      legends that may be required by state or U.S. Federal securities laws, the
      Company's Certificate of Incorporation or Bylaws, any other agreement
      between Grantee and the Company or any agreement between Grantee and any
      third party:

            THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
            RESTRICTIONS ON PUBLIC RESALE AND TRANSFER, AS SET FORTH IN A
            RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL
            HOLDER OF THESE SHARES. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS
            ARE BINDING ON TRANSFEREES OF THESE SHARES.

            (b) Stop-Transfer Instructions. Grantee agrees that, to ensure
      compliance with the restrictions imposed by this Agreement, the Company
      may issue appropriate "stop-transfer" instructions to its transfer agent,
      if any, and if the Company transfers its own securities, it may make
      appropriate notations to the same effect in its own records.

            (c) Refusal to Transfer. The Company will not be required (i) to
      transfer on its books any shares of Common Stock that have been sold or
      otherwise transferred in violation of any of the provisions of this
      Agreement or (ii) to treat as owner of such shares, or to accord the right
      to vote or pay dividends to any purchaser or other transferee to whom such
      shares have been so transferred.

      13. DEFERRAL ELECTION. Prior to the Offer Expiration Date specified in the
Certificate and acceptance of this Award, Grantee may make a one-time election
to convert this Restricted Stock Award to Restricted Stock Units. Restricted
Stock Units are hypothetical Common Stock units having a value equal to the Fair
Market Value of an identical number of shares of Common Stock. The value of the
Restricted Stock Units may be paid in the form of Common Stock or the
Administrator may decide to pay the Award in cash at the time of vesting.
Grantee may elect to defer the timing of the payment of the Restricted Stock
Unit Award and have such amount paid at a later date pursuant to the terms of
the Eddie Bauer Holdings, Inc. Nonqualified Deferred Compensation Plan, subject
to the following terms and conditions:

    EDDIE BAUER HOLDINGS, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD
                                AGREEMENT                                 Page 4

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            (a) The deferral election must be made within 30 days after the
      grant of the Award;

            (b) the deferral election must be made at least 12 months in advance
      of the earliest date at which the forfeiture condition could lapse;

            (c) the deferral election may not take effect until at least 12
      months after the date on which it is made; and

            (d) the deferral election must postpone payment for a period of at
      least five years from the date the Award would otherwise become payable or
      at least five years from the date the first payment of the award otherwise
      would become payable.

      14. MODIFICATION. The Agreement may not be modified except in writing
signed by both parties.

      15. PLAN. Except as otherwise provided herein, or unless the context
clearly indicates otherwise, capitalized terms herein which are defined in the
Plan have the same definitions as provided in the Plan. The terms and provisions
of the Plan are incorporated herein by references, and the Grantee hereby
acknowledges receiving a copy of the Plan. In the event of a conflict or
inconsistency between the terms and provisions of the Plan and the provisions of
this Agreement, the Plan shall govern and control.

      16. INTERPRETATION. Any dispute regarding the interpretation of this
Agreement shall be submitted by Grantee or the Company to the Plan Administrator
for review. The resolution of such a dispute by the Plan Administrator shall be
final and binding on the Company and Grantee.

      17. ENTIRE AGREEMENT. The Plan and the Certificate are incorporated herein
by reference. This Agreement, the Certificate and the Plan constitute the entire
agreement of the parties and supercede all prior undertakings and agreements
with respect to the subject matter hereof. If any inconsistency should exist
between the nondiscretionary terms and conditions of this Agreement, the
Certificate and the Plan, the Plan shall govern and control.

      18. NOTICES. Any notice required to be given or delivered to the Company
under the terms of this Agreement shall be in writing and addressed to the
Corporate Secretary of the Company at its principal corporate offices. Any
notice required to be given or delivered to Grantee shall be in writing and
addressed to Grantee at the address indicated on the signature page hereof or to
such other address as such party may designate in writing from time to time to
the Company. All notices shall be deemed to have been given or delivered upon:
(a) personal delivery; (b) three (3) days after deposit in the United States
mail by certified or registered mail (return receipt requested); (c) one (1)
business day after deposit with any return receipt express courier (prepaid); or
(d) one (1) business day after transmission by facsimile or telecopier.

      19. SUCCESSORS AND ASSIGNS. The Company may assign any of its rights under
this Agreement. This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the Company. Subject to the restrictions on
transfer set forth herein, this Agreement shall be binding upon Grantee and
Grantee's heirs, executors, administrators, legal representatives, successors
and assigns.

    EDDIE BAUER HOLDINGS, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD
                                AGREEMENT                                 Page 5

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      20. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to its
conflict of law principles. If any provision of this Agreement is determined by
a court of law to be illegal or unenforceable, then such provision will be
enforced to the maximum extent possible and the other provisions will remain
fully effective and enforceable.

      21. ACCEPTANCE. Grantee hereby acknowledges receipt of a copy of the Plan
and this Agreement. Grantee has read and understands the terms and provisions
thereof, and accepts the Award subject to all the terms and conditions of the
Plan and this Agreement. Grantee acknowledges that there may be adverse tax
consequences upon exercise of the Award or disposition of the Shares and that
Grantee should consult a tax advisor prior to such exercise or disposition.

    EDDIE BAUER HOLDINGS, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD
                                AGREEMENT                                 Page 6

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                                    EXHIBIT A

              EDDIE BAUER HOLDINGS, INC. 2005 STOCK INCENTIVE PLAN