##### 



EXHIBIT 10.8 WILSONS THE LEATHER EXPERTS INC.
RESTRICTED STOCK AGREEMENT THIS AGREEMENT made as of the _____ day of ___, between Wilsons The
Leather Experts Inc., a Minnesota corporation (the Company) and
___________ (the Associate), W I T N E S S E T H: WHEREAS, the Wilsons The Leather Experts Inc. 2000 Long Term Incentive
Plan (the Plan) permits the Company to make certain awards to Associates,
including awards of Restricted Stock; and WHEREAS, the Compensation Committee of the Company (the Committee) has
determined to make an award of Restricted Stock to the Associate under the
Plan, such award to be governed by the terms of the Plan and this Agreement; NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration, the
parties agree as follows: 1.      
Grant of Restricted Stock (a)       Subject to the terms and conditions of the Plan and of this Agreement
(and subject to execution of this Agreement by the Associate), the Company has
granted to the Associate _________ Shares, as defined in the Plan. Such Shares
are subject to the restrictions provided for herein and are referred to
collectively as the Restricted Shares and each as a Restricted Share. (b)       Each Restricted Share shall be evidenced by a book entry made in the
records of the Company in the name of the Associate. Associate shall have all
rights of a shareholder of the Company with respect to each Restricted Share
(including voting rights and the right to receive dividends and other
distributions), except that all restrictions provided for herein shall apply to
each Restricted Share and to any other securities distributed with respect to
such Restricted Share. No Restricted Share may be sold, transferred, pledged,
hypothecated or otherwise encumbered or disposed of until such Restricted Share
has vested in the Associate in accordance with all terms and conditions of this
Agreement. Each Restricted Share shall remain restricted and subject to
forfeiture by the Associate to the Company unless and until such Restricted
Share has vested in the Associate in accordance with all terms and conditions
of this Agreement. Each book entry evidencing any Restricted Share shall
contain such legends and stock transfer instructions or limitations as may be
determined or authorized by the Committee in its sole discretion. 2.      
Normal Vesting. So long as the Associate has been continuously employed by
the Company or a parent or subsidiary thereof from the date hereof through each
such anniversary (excluding any periods during which the Associate is on
approved leaves of absence), then 25% of the Restricted Shares granted to the
Associate by the company as of the date hereof




---



##### 



will vest on each of the first through the fourth anniversaries of the date
hereof. In no event shall more than 100% of the restricted shares granted to
the Associate by the Company as of the date hereof vest. For purposes of this
Agreement, the term employment and similar terms shall include the providing
of services to the Company, or a parent or subsidiary thereof, in the capacity
of advisor or consultant. 3.      
Accelerated Vesting. Notwithstanding paragraph 2, above, the Restricted
Shares that have not been forfeited shall vest immediately upon (i) a Change
in Control as defined in Section 2 of the Plan, or (ii) the death of the
Associate or the Associates becoming Disabled. 4.      
Issuance of Unrestricted Shares. Upon the vesting of any Restricted Shares,
all restrictions on the transferability of such Restricted Shares will lapse,
and the Company will, subject to the provisions of the Plan (dealing with
payment of required withholding taxes and other legal requirements) remove any
legends and stock transfer instructions or restrictions from the book entry
evidencing the Restricted Shares. 5.      
Forfeiture. If the Associates employment with the Company, or a parent or
subsidiary thereof, is terminated, other than by reason of the Associates
death or Disability (as defined in Section 2 of the Plan), then any Restricted
Shares that have not previously vested shall be forfeited by Associate to the
Company, Associate shall thereafter have no right, title or interest whatever
in such Restricted Shares. The Company is authorized to cause any book entry
in the records of the Company to be adjusted to reflect the number of
Restricted Shares so forfeited. 6.      
The Committee; Adjustments. The Committee, in its sole and absolute
discretion, shall determine (i) whether the Associate has become Disabled (as
defined in Section 2 of the Plan) and (ii) any other terms and conditions
relating to this award. The Committee in its sole and absolute discretion, may
modify previously established goals, if any, if it determines that modification
is advisable. In addition, the Committee may modify this award, in its sole
and absolute discretion, to adjust the number or type of securities subject
hereto in the event of a reorganization, merger, consolidation,
re-capitalization, liquidation, reclassification, stock dividend, stock split,
combination of shares, rights offering, or extraordinary dividend or
divestiture (including a spin-off), or any other change in the corporate
structure or Shares of the Company. 7.      
Employment. This Agreement shall not give Associate any right to continued
employment with the Company or any parent or subsidiary thereof, and the
Company or any parent or subsidiary thereof employing Associate may terminate
such employment or otherwise treat Associate without regard to the effect it
may have upon Associate or any Restricted Shares under this Agreement. 8.      
Miscellaneous. This Agreement is entered into pursuant to the Plan and is
subject to all of the terms and conditions contained in the Plan. The
Associate acknowledges that a copy of the Plan has been made available to him
or her; and, by execution hereof, the Associate agrees and accepts this
Agreement subject to the terms of the Plan. This Agreement shall be binding
upon and inure to the benefit of any successor of the Company. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Minnesota. This Agreement contains all terms and conditions with respect to
the subject matter hereof and no amendment,




---



##### 



modification or other change hereto shall be of any force or effect unless and
until set forth in a writing executed by Associate and the Company. IN WITNESS WHEREOF, Associate has executed this Agreement and the Company
has caused this Agreement to be executed by its duly authorized officer, all as
of the day and year first above written. WILSONS THE LEATHER EXPERTS INC.ByItsAssociate