Exhibit 10(b)


    EXHIBIT
      10(b)

    


    EMPLOYEE
      AWARD AGREEMENT

    Restricted
      Stock

    pursuant
      to

    THE
      BOMBAY COMPANY, INC. 1996 LONG-TERM INCENTIVE STOCK PLAN

    


    


    


    This
      Award Agreement (the “Agreement”) is made this _____ day of _____________,
      ________, between THE BOMBAY COMPANY, INC., a Delaware corporation (the
“Company”), and _________________________ , an employee of the Company or one of
      its subsidiaries (the “Employee”).

    


    WHEREAS,
      the Company desires to carry out the purposes of The Bombay Company, Inc. 1996
      Long-Term Incentive Stock Plan (the “Plan”) by affording Employee the
      opportunity to obtain shares of the Company’s $1.00 par value common stock (the
“Shares”).

    


    NOW,
      THEREFORE, in consideration of the mutual covenants hereinafter set forth for
      other good and valuable consideration, the parties hereto agree as
      follows:

    


    1. Grant
      of Award.
      The
      Company hereby grants to Employee as of the date set forth above (the “Date of
      Grant”) the right to receive an aggregate of __________ shares of the Company’s
      Shares, such Shares being subject to adjustment as provided in paragraph 8
      hereof, and on the terms and conditions herein set forth. The Shares granted
      pursuant to this Award are granted as restricted stock (the “Restricted
      Shares”).

    


    2. Restricted
      Period.
      This
      Award of Restricted Shares shall be subject to the following vesting periods:
      25% per year, as of each anniversary of the Date of Grant, for four (4)
      years.

    


    3. Purchase
      Price.
      The
      purchase price of the Restricted Shares shall be $0.00 per Share. For purposes
      of the Award, the fair market value of such Shares on the date first appearing
      above is acknowledged to be $_________ per share.

    


    4. Delivery
      of Shares.
      Upon
      satisfaction and completion of the applicable vesting period as set forth in
      paragraph 2 and any other conditions prescribed by the Company as set forth
      in
      this Agreement, if any, the restrictions applicable to the specified quantity
      of
      Restricted Shares shall lapse and a stock certificate for that number of
      Restricted Shares which have vested shall be delivered, free of all
      restrictions, to Employee.

    


    5. Forfeiture.
      All
      Restricted Shares granted pursuant to this Award to Employee which have not
      vested in accordance with Paragraph 2 above shall be forfeited upon Employee’s
      termination of employment with the Company.

    


    6. Taxes.
      The
      payment of withholding tax liability by Employee shall be a condition precedent
      to the Company’s obligation to issue any certificates for Restricted Shares
      resulting from this Award.

    


    7. Acceleration
      of Delivery Dates.
      Notwithstanding the provisions of paragraph 2 above relating to the vesting
      period, the Committee may, in its discretion, permit the Restricted Shares
      to be
      immediately deliverable to Employee upon any Change in Control of the Company
      (as defined in the Plan).

    


    8. Adjustments
      of Shares Subject to Award.
      If any
      Shares shall at any time be changed or exchanged by reason of reorganization,
      merger, consolidation, recapitalization, reclassification, stock split,
      combination of shares or a dividend payable in stock, then the aggregate number
      of Restricted Shares subject to this Agreement shall be automatically adjusted
      such that Employee’s proportionate interest shall be maintained as before the
      occurrence of such event. The determination of any such adjustment by the
      Committee shall be final, binding and conclusive.

    


    9. No
      Contract.
      This
      Agreement does not constitute a contract for employment and shall not affect
      the
      right of the Company to terminate Employee’s employment for any reason
      whatsoever.

    


    10. Rights
      as Shareholder.
      This
      Award shall not entitle Employee to any rights of a shareholder of the Company
      or to any notice of proceedings of the Company with respect to any Restricted
      Shares unless and until the vesting period has been satisfied for such
      Restricted Shares. None of the Restricted Shares may be sold, transferred,
      assigned, pledged or otherwise encumbered or disposed of prior to the
      satisfaction of all restrictions prescribed by the Company with respect to
      the
      Restricted Shares.

    


    11. Restriction
      on Issuance of Shares.
      The
      Company shall not be required to issue or deliver any certificates for Shares
      covered by an Award prior to the obtaining of any approval from any governmental
      agency which the Company shall, in its sole discretion, determine to be
      necessary or advisable, and the completion of any registration or other
      qualification of such Shares under any state or federal law or ruling or
      regulations of any governmental body which the Company shall, in its sole
      discretion, determine to be necessary or advisable. In addition, if shares
      reserved for issuance upon exercise of Awards shall not then be registered
      under
      the Securities Act of 1933 the Company may, upon Employees receipt of an Award,
      require Employee or his permitted transferee to represent in writing that the
      Shares being acquired are for investment and not with a view to distribution,
      and may mark the certificate for the Shares with a legend restricting transfer
      and may issue stop transfer orders relating to such certificate to the transfer
      agent.

    


    12. Lapse
      of Award.
      The
      Agreement shall be null and void in the event Employee shall fail to sign and
      return a counterpart hereof to the Company within thirty (30) days of its
      delivery to Employee.

    


    13. Binding
      Effect.
      This
      Agreement shall be binding upon this heirs, executors, administrators, and
      successors of the parties hereto.

    


    14. Governing
      Instrument and Law.
      This
      Award and any Shares issued hereunder shall in all respects be governed by
      the
      terms and provisions of the Plan, and by the laws of the State of Texas, and
      in
      the event of a conflict between the terms of this Agreement and the terms of
      the
      Plan, the terms of the Plan shall control.

    


    


    THE
      BOMBAY COMPANY, INC.

    


     

    By:  ____________________________________

    


    


    


    


    


    Accepted
      and Agreed:

     

     

     

    _________________________________            Date: 
      _________________________________