EXHIBIT 10.19


Form for
Directors


R E S T R I C T E D 
S T O C K  A W A R D  A G R E E M E N T


Non-transferable


G R A N T  T O






(“Grantee”)


by Citi Trends, Inc. (the “Company”) of

_____  shares
of its common stock, $0.01 par value (the “Shares”)


pursuant to and subject to the provisions of the Citi
Trends 2005 Long-Term Incentive Plan (the “Plan”) and to the terms and
conditions set forth on the following page (the “Terms and Conditions”).  By accepting the Shares, Grantee shall be
deemed to have agreed to the terms and conditions set forth in this Agreement
and the Plan.  Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to such terms
in the Plan.


The Shares will vest (become non-forfeitable) on the
first anniversary of the Grant Date, provided that Grantee is a director of the
Company as of such date.


IN WITNESS WHEREOF, Citi Trends, Inc., acting by and
through its duly authorized officers, has caused this Agreement to be duly
executed.


	
  CITI TRENDS, INC. 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  Grant Date:

  	
   

  



 













TERMS AND CONDITIONS


1. Restrictions. The Shares are subject to each
of the following restrictions. “Restricted Shares” mean those Shares that are
subject to the restrictions imposed hereunder which restrictions have not then
expired or terminated. Restricted Shares may not be sold, transferred,
exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s
service as a director of the Company or any Subsidiary terminates for any
reason, then Grantee shall forfeit all of Grantee’s right, title and interest
in and to the Restricted Shares as of the date of such termination, and such
Restricted Shares shall revert to the Company immediately following the event
of forfeiture. The restrictions imposed under this Section shall apply to all
shares of the Company’s Stock or other securities issued with respect to
Restricted Shares hereunder in connection with any merger, reorganization,
consolidation, recapitalization, stock dividend or other change in corporate
structure affecting the Stock of the Company.


2. Expiration and Termination of Restrictions.
The restrictions imposed under Section 1 will expire on the earliest to occur
of the following (the period prior to such expiration being referred to herein
as the “Restricted Period”):


(a)   on the
first anniversary of the Grant Date; provided Grantee is then a member of the
Board of Directors of the Company


(b)   upon a
Change in Control of the Company.


3. Delivery of Shares. The Shares will be
registered in the name of Grantee as of the Grant Date and may be held by the
Company during the Restricted Period in certificated or uncertificated form. If
a certificate for Restricted Shares is issued during the Restricted Period with
respect to such Shares, such certificate shall be registered in the name of
Grantee and shall bear a legend in substantially the following form (in
addition to any legend required under applicable state securities laws): “This
certificate and the shares of stock represented hereby are subject to the terms
and conditions (including forfeiture and restrictions against transfer)
contained in a Restricted Stock Award Agreement between the registered owner of
the shares represented hereby and Citi Trends, Inc. Release from such terms and
conditions shall be made only in accordance with the provisions of such
Agreement, copies of which are on file in the offices of Citi Trends, Inc.”  Stock certificates for the Shares, without
the first above legend, shall be delivered to Grantee or Grantee’s designee
upon request of Grantee after the expiration of the Restricted Period, but
delivery may be postponed for such period as may be required for the Company
with reasonable diligence to comply, if deemed advisable by the Company, with
registration requirements under the Securities Act of 1933, listing
requirements under the rules of any stock exchange, and requirements under any
other law or regulation applicable to the issuance or transfer of the Shares.


4. Voting and Dividend Rights. Grantee, as
beneficial owner of the Shares, shall have full voting and dividend rights with
respect to the Shares during and after the Restricted Period. Each dividend
payment, if any, shall be made no later than the end of the calendar year in
which the dividend is paid to the shareholders or, if later, the 15th day of the third month following the date the
dividend is paid to shareholders.  Any
non-cash dividends shall be subject to the restrictions imposed under Section
1.  If Grantee forfeits any rights he may
have under this Agreement, Grantee shall no longer have any rights as a
stockholder with respect to the Restricted Shares or any interest therein and
Grantee shall no longer be entitled to receive dividends on such stock. In the
event that for any reason Grantee shall have received dividends upon such stock
after such forfeiture, Grantee shall repay to the Company any amount equal to
such dividends.


5. Payment of Taxes.


(a)   Upon
issuance of the Shares hereunder, Grantee may make an election to be taxed upon
such award under Section 83(b) of the Internal Revenue Code.  To effect such election, Grantee may file an
appropriate election with Internal Revenue Service within thirty (30) days
after award of the Shares and otherwise in accordance with applicable Treasury
Regulations.


(b)   Grantee
will, no later than the date as of which any amount related to the Shares first
becomes includable in Grantee’s gross income for federal income tax purposes,
pay to the Company, or make other arrangements satisfactory to the Committee
regarding payment of, any federal, state and local taxes of any kind required
by law to be withheld with respect to such amount, including without limitation
the surrender of shares of Stock to the Company. The obligations of the Company
under this Agreement will be conditional on such payment or arrangements, and
the Company will, to the extent permitted by law, have the right to deduct any
such taxes from the award or any payment of any kind otherwise due to Grantee.


6. Plan Controls. The terms contained in the
Plan are incorporated into and made a part of this Agreement and this Agreement
shall be governed by and construed in accordance with the Plan. In the event of
any actual or alleged conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of the Plan shall be controlling
and determinative.


7. Successors. 
This Agreement shall be binding upon any successor of the Company, in
accordance with the terms of this Agreement and the Plan.


8. Severability.  If any one or more of the provisions
contained in this Agreement is invalid, illegal or unenforceable, the other
provisions of this Agreement will be construed and enforced as if the invalid,
illegal or unenforceable provision had never been included.


9. Notice. Notices and communications under
this Agreement must be in writing and either personally delivered or sent by
registered or certified United States mail, return receipt requested, postage
prepaid. Notices to the Company must be addressed to Citi Trends, Inc., 102 Fahm
Street, Savannah, GA 31401, Attn: Secretary, or any other address designated by
the Company in a written notice to Grantee. Notices to Grantee will be directed
to the address of Grantee then currently on file with the Company, or at any
other address given by Grantee in a written notice to the Company.