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                                                                       EX. 10.13

                        1993 RESTRICTED STOCK AWARD PLAN

      1. Purpose. The purpose of this 1993 Restricted Stock Award Plan is to
confer ownership in stock of the Horn & Hardart Company (the "Company") on
employees of the Company, Hanover Direct, Inc., and other Affiliates of the
Company who hold certain positions in the organization that are key to the
Company's current and future success, thereby ensuring that such employees will
be eligible to enjoy gains that are in line with increases in value created for
the Company's shareholders.

      2. Definitions. As usual in this Plan, the following terms shall have the
meanings set forth below:

      (a) "Affiliate" shall mean any entity which is controlled, directly or
indirectly, by the Company.

      (b) "Award" shall mean any grant of Award Shares pursuant to the
provisions of the Plan.

      (c) "Award Shares" shall mean Shares awarded to an Eligible Employee
pursuant to Section 4 hereof.

      (d) "Board" shall mean the Board of Directors of the Company.

      (e) "Committee" shall mean the Compensation Committee of the Board. Where
the context requires, the term "Company" shall include an Affiliate.

      (f) "Company" shall mean the Horn & Hardart Company and any successor
thereto by merger or otherwise.

      (g) "Eligible Employee" shall mean any full-time or permanent part-time
employee of the Company or an Affiliate selected by the Committee who (i) holds
a key position that the Committee shall have designated for eligibility to
participate in the Plan, (ii) has attained age 18, (iii) has performed at least
12 months of continuous service with the Company or an Affiliate, and (iv) is
not covered by a collective bargaining agreement.

      (h) "Plan" shall mean this 1993 Restricted Stock Award Plan.

      (i) "Restriction Period" with respect to Award Shares shall mean the
period beginning on the date of grant of such Award Shares and ending on the
vesting date specified in the instrument evidencing the Award (or, if earlier,
the date on which such Eligible Employee attains age 65, dies, or becomes
permanently disabled).

      (j) "Shares" shall mean the common stock of the Company, par value $.66
2/3 per share.

      3. Effectiveness and Termination of Plan. The Plan shall become effective
February 22, 1993, subject to ratification of the approval thereof at a meeting
of shareholders by the



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holders of a majority of the Shares present and entitled to vote at such
meeting. In no event may Award Shares be sold or transferred by the holder
thereof prior to such approval. Should such shareholders fail so to approve the
Plan, the Plan and all actions taken thereunder shall automatically be rescinded
and become null and void.

      The Plan shall terminate on December 31, 1995 or such earlier date as the
Board may determine. Any Award outstanding at the time of such termination shall
remain in effect in accordance with its terms and those of the Plan.

      4. The Shares. Awards may be granted from time to time under the Plan for
an appropriate of not more than 500,000 Award shares (subject to adjustment
pursuant to Section 9). Such Shares shall be made available either from
authorized and unissued Shares, Shares held by the Company in its treasury, or
reacquired Shares. If any Shares awarded are reacquired by the Company by reason
of a forfeiture of Award Shares, such Shares shall be declared not to have been
issued pursuant to Awards under the Plan.

      5. Participation. The Eligible Employees or whom Awards may be granted
under the Plan shall be determined by the Committee.

      Nothing contained in the Plan, or in any Award granted pursuant to the
Plan, shall confer upon any Eligible Employee any right to continue in the
employ of the Company or an Affiliate or limit in any way the right of the
Company or an Affiliate to terminate such employee's employment at any time.

      6. Restrictions on Award Shares.

      (A) Upon the granting to an Eligible Employee of Award Shares, the
eligible Employee shall have absolute ownership of such Shares, including the
right to vote such Shares and to receive dividends, subject, however, to the
terms, conditions, and restrictions described herein and contained in the
instrument evidencing the Award.

      (b) No Award Shares received by an Eligible Employee shall be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of during
the Restriction Period, other than by will or the laws of descent and
distribution.

      (c) If an Eligible Employee ceases to be an employee of the Company or an
Affiliate before the end of the Restriction Period, all Award Shares still
subject to restriction shall be forfeited by the Eligible Employee and shall be
reacquired by the Company.

      (d) The restrictions may lapse separately or in combination at such time
or times, in installments or otherwise, as the Committee may deem appropriate.

      (e) The Committee may require, under such terms and conditions as it deems
appropriate, that the certificates for Shares delivered under the Plan be held
in custody by a bank or other institutions, or that the Company itself hold such
shares in custody, during the Restriction Period, and may require as a condition
of receipt of Award Shares that the Eligible Employee shall have delivered a
stock power endorsed in blank relating to the Award Shares.

      7. Administration and Amendment of Plan. The Plan shall be administered by
the Committee. The Committee shall have and shall exercise all powers and duties
with respect to the Plan and its administration except such powers and duties as
are reserved under this Section 7 to the Board. The Board may from time to time
remove members from the Committee or add members thereto, and vacancies in the
Committee, however caused, shall be filled by the Board. The Committee from time


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to time may adopt rules and regulations for carrying out this Plan. The
interpretation and construction by the Committee of any provision of the Plan or
any Award shall be final and conclusive. No member of the Board or of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Award granted pursuant hereto.

      The Board may from time to time make such changes in and additions to the
Plan, and the Committee may amend the terms and conditions of any Award, in each
case as it may deem proper and in the best interest of the Company; provided,
however, that no amendment shall become effective unless approved by affirmative
vote of the Company's shareholders if such amendment materially increases the
benefits accruing to Participants, materially increases the number of Shares
that may issued under the Plan pursuant to Section 4, or materially modifies the
requirements for eligibility to participate in the Plan. Amendments to the Plan
or to any Award may be applied prospectively or retroactively; provided,
however, that no such amendment to any Award previously granted to an Eligible
Employee shall impair the rights of such Eligible Employee without the consent
of such Eligible Employee or such Eligible Employee's estate.

      8. Withholding. Appropriate provision shall be made for all taxes required
to be withheld with respect to Awards under the Plan under the applicable laws
or other regulations of any governmental authority, whether Federal, state or
local, and whether domestic or foreign. To that end, the Company may at any time
take such steps as it may deem necessary or appropriate (including sale or
retention of Award Shares) to provide for payment of such taxes.

      9. Adjustment of and Changes in Shares. In the event that the Shares, as
presently constituted, shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Company or of another
corporation (whether by reason of merger, consolidation, recapitalization,
reclassification, split-up, combination of shares, or otherwise) or if the
number of such Shares shall be increased through the payment of a stock dividend
or a dividend on the Shares of rights or warrants to purchase securities of the
Company shall be made, then there shall be substituted for or added to each
Share theretofore appropriated or thereafter subject or which may become subject
to an Award the number and kind of shares of stock or other securities into
which each outstanding Share shall be so changed, or for which each such Share
shall be exchanged, or to which each such Share shall be entitled, as the case
may be, and references herein to Shares (including the restrictions on Award
Shares contained in Section 6) shall be deemed to be references to any such
stock or other securities as appropriate.

      10. Securities Act Registration. The Company will cause to be prepared and
filed with the Securities and Exchange Commission such Registration Statement as
may be required by the Securities Act of 1933, as amended.


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