EXHIBIT
10.20


STOCK
OPTION AGREEMENT

under the

CITI TRENDS 2005 LONG-TERM INCENTIVE PLAN


THIS STOCK OPTION
AGREEMENT is made this     day of         ,
200   by and between the grantee,             
(the “Participant”) and Citi Trends, a Delaware corporation (the “Company”),
pursuant to the Company’s 2005 Long-Term Incentive Plan (the “Plan”), which is
incorporated into and forms a part of this Agreement. On this day, in
accordance with the terms of the Plan and subject to the further terms,
conditions and restrictions contained in this Stock Option Agreement (this “Agreement”),
the Company hereby grants the following option to purchase Common Stock of the
Company:


	
  Total Number of Shares
  Granted:

  	
   

  	
   

  	
   

  
	
  Type of Option (ISO/NSO):

  	
   

  	
  NSO

  	
   

  
	
  Exercise Price:

  	
   

  	
  $

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
   

  	
   

  
					



1.               Date Exercisable. 
This option may be exercised with respect to the first 25% of the Shares
subject to this option when the Participant completes 12 months of continuous
Service after the Date of Grant.  This
option may be exercised with respect to an additional 25% of the Shares subject
to this option when the Participant completes each year of continuous Service
thereafter, and will be fully vested 48 months after the Date of Grant.


2.               Term and Expiration.


(a)                                  Basic Term.  This option shall in any event
expire on the Expiration Date set forth in this Agreement, which date is 10
years after the Date of Grant (not more than five years after the Date of Grant
if this option is designated as an ISO).


(b)                                 Termination of Service (Except by Death).  If
the Participant’s Service terminates for any reason other than death, then this
option shall expire on the earliest of the following events:


(1)                                  The expiration date determined pursuant to
Subsection (a) above;


(2)                                  The date three months after the termination
of the Participant’s Service for any reason other than Disability; or


(3)                                  The date twelve months after the termination
of the Participant’s Service by reason of Disability.


(c)                                  Death of the Participant.  If
the Participant dies while in Service, then this option shall expire on the
earlier of the following dates:


(1)                                  The expiration date determined pursuant to
Subsection (a) above; or


(2)                                  The date twelve months after the Participant’s
death.


All or part of this
option may be exercised at any time before its expiration under the preceding
sentence by the executors or administrators of the Participant’s estate or by
any person who has acquired this option directly from the Participant by
beneficiary designation, bequest or inheritance, but only to the extent that
this option had become exercisable before the Participant’s death.  When the Participant dies, this option shall
expire immediately with respect to the number of Shares for which this option
is not yet exercisable.













(d)                                 Leaves of Absence.  For
any purpose under this Agreement, Service shall be deemed to continue while the
Participant is on a bona fide leave of absence, if such leave was approved by
the Company in writing and if continued crediting of Service for such purpose
is expressly required by the terms of such leave or by applicable law (as
determined by the Company).


(e)                                  Notice Concerning ISO Treatment.  If
this option is designated as an ISO in the Notice of Stock Option Grant, it
ceases to qualify for favorable tax treatment as an ISO to the extent it is
exercised (i) more than three months after the date the Participant ceases to
be an Employee for any reason other than death or permanent and total
disability (as defined in Section 22(e)(3) of the Code), (ii) more than twelve
months after the date the Participant ceases to be an Employee by reason of
such permanent and total disability or (iii) after the Participant has been on
a leave of absence for more than 90 days, unless the Participant’s reemployment
rights are guaranteed by statute or by contract.


3.               Issuance of Certificates; Tax
Withholding. You shall satisfy any federal, state and local tax
withholding obligation relating to the payment of the Shares earned by hereby
authorizing the Company to withhold from the shares of the Common Stock
otherwise issuable to you as a result of the vesting or the payment of the
Shares earned a number of shares having a fair market value less than or equal
to the amount of the Company’s required minimum statutory withholding. Any
shares of Common Stock withheld by the Company hereunder shall not be deemed to
have been issued by the Company for any purpose under the Plan. In addition,
you shall take any further actions and execute any additional documents as may
be necessary to effectuate the provisions of this Section 3. No certificates
representing the shares of Common Stock shall be delivered to you unless and
until you have paid to the Company the full amount of all federal, state and
local tax withholding or other employment taxes applicable to you resulting
from the payment of the Shares earned.


4.               No Contract for Employment. This Agreement is not an
employment or service contract and nothing in this Agreement shall be deemed to
create in any way whatsoever any obligation on your part to continue in the
employ or service of the Company, or of the Company to continue your employment
or service with the Company.


5.               Plan. This Agreement is subject to all the provisions of the
Plan and its provisions are hereby made a part of this Agreement, including
without limitation the provisions of Section 18 of the Plan (relating to
adjustments upon changes in the Company’s Stock), and is further subject to all
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of this Agreement and those of the Plan, the provisions
of the Plan shall control. Notwithstanding any provision of this Agreement to
the contrary, any earned Shares paid in cash rather than shares of Common Stock
shall not be deemed to have been issued by the Company for any purpose under
the Plan.


6.               Governing Law. This Agreement shall be construed and
interpreted, and the rights of the parties shall be determined, in accordance
with the laws of the State of Georgia, without regard to conflicts of law
provisions thereof.



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  Very truly yours,

  	
   

  	
   

  
	
   

  	
   

  	
  CITI TRENDS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ed Anderson

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  CEO

  
							



 


Accepted and Agreed,


This      
day of              ,
200 .


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: 

  	
   

  	
   

  
				



 



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