Exhibit 10.1




Exhibit 10.1








___________________


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 New Hire Authorization (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 	  	NYSE Fair
      Market Value  
	 	Which
      May Be Sold or Disposed of 	  	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 mean **[(i) engaging in gross misconduct, fraud, dishonesty, gross
negligence or gross 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.]** 




            For purposes of this Agreement and for purposes
of any other prior or future award agreement providing for the grant of stock
options or restricted stock units or other equity awards by the Company,
termination of employment by the Company for any reason other than “Cause”
includes any Constructive Termination Without Cause if and to the extent defined
in and permitted by any employment agreement between you and the Company [as
well as any termination of employment by you in the period following a Change in
Control if and to the extent expressly permitted in any employment agreement
between you and the Company]. “Good Reason” means a Constructive Termination
Without Cause as defined in any employment agreement between you and the
Company. 

     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. 
	 
	 	 	 	For purposes of any prior
      award agreement providing for the grant of stock options, restricted stock
      units or other equity awards by the Company, the “Restriction Period” for
      any restrictive covenant included in such equity award agreement shall
      terminate immediately upon the employee’s termination of employment by the
      Company for any reason other than “Cause” (as such term is defined in
      Section 5(c) above). 
	 
	 	(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 if and to the extent the Company is determined by a court
      of competent jurisdiction to have prevailed on the merits in such
      action. 
	 
	 	 	For purposes of any prior
      award agreement providing for the grant of stock options, restricted stock
      units or other equity awards by the Company, the condition to such
      reimbursement of costs and expenses that the Company must have been
      determined by a court of competent jurisdiction to have prevailed on the
      merits on such action shall also apply to all such prior equity award
      agreements. 
	 
	 
          	(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.	
 	
Employee:
	
 	
 	
 
	
 	
 	
 
	
By:________________________ 
	
 	
________________________ 
	
	
	
 
	
     Name: Brian D. Silva 
	
 	
 

	
     Title:   Senior Vice President, Human 
	
 	
 

	
               Resources, Administration 
	
 	
 

	
               and Corporate Secretary 
	
 	
 

	
 

	
Date: ______________________ 
	
 	
Date: ______________________ 



 













STOCK OPTION PLAN




DESIGNATED BENEFICIARY FORM




I, _____________________________, hereby appoint the following individual to act as my designated “Beneficiary*” pursuant to Linens ’n Things, Inc. New Hire Authorization (the “Plan”), and also applicable to any other option plans maintained by the Company. 


______________________________________
 (Name of Designated Beneficiary) 


______________________________________
 (Street Address) 


______________________________________
 (City, State and Zip Code) 


______________________________________
 (Telephone Number) 


______________________________________
 (Social Security Number) 




I understand that after my death, the above-named individual may exercise Options granted to me under the Plans only to the extent that such Options are exercisable according to the terms and conditions of the Plans
and all previously issued Linens ’n Things, Inc. Stock Option Agreements.

 

	

______________________

(Date)   


	
 	

______________________

(Signature of Employee) 




 


	
            * To designate more than one beneficiary, copy this page and fill out one page for each beneficiary. Next to the name of each beneficiary, note the percentage of the options, which such beneficiary will be entitled to exercise.