3 OR ELSEWHERE HEREIN, THE EXECUTIVE SHALL BE ENTITLED TO RECEIVE
REIMBURSEMENT FROM THE COMPANY FOR ALL REASONABLE AND NECESSARY EXPENSES
INCURRED BY THE EXECUTIVE IN PERFORMING THE EXECUTIVE'S DUTIES HEREUNDER ON
BEHALF OF THE COMPANY, SUBJECT TO, AND CONSISTENT WITH, THE COMPANY'S POLICIES
FOR EXPENSE PAYMENT AND REIMBURSEMENT, IN EFFECT FROM TIME TO TIME.
3.4
FRINGE BENEFITS.
DURING THE EMPLOYMENT PERIOD, IN ADDITION TO ANY
AMOUNTS TO WHICH THE EXECUTIVE MAY BE ENTITLED PURSUANT TO THE OTHER PROVISIONS
OF THIS SECTION 3 OR ELSEWHERE HEREIN, THE EXECUTIVE SHALL BE ENTITLED TO
PARTICIPATE IN, AND TO RECEIVE BENEFITS UNDER, (A) ANY BENEFIT PLANS,
ARRANGEMENTS OR POLICIES MADE AVAILABLE BY THE COMPANY TO ITS EMPLOYEES
GENERALLY, SUBJECT TO AND ON A BASIS CONSISTENT WITH THE TERMS, CONDITIONS AND
OVERALL ADMINISTRATION OF EACH SUCH PLAN, ARRANGEMENT OR POLICY AND (B) WITHOUT
LIMITING THE FOREGOING, THE BENEFITS SET FORTH ON EXHIBIT B ATTACHED HERETO.
3.5
STOCK OPTIONS.
DURING THE EMPLOYMENT PERIOD AND SUBJECT TO THE
APPROVAL OF THE OPTION COMMITTEE OF HOLDING, AS DEFINED IN THE LINENS HOLDING
CO. STOCK OPTION PLAN (THE "PLAN"), THE EXECUTIVE SHALL BE ELIGIBLE TO
PARTICIPATE IN AND BE GRANTED STOCK OPTIONS UNDER THE PLAN, OR ANY SUCCESSOR
STOCK OPTION PLAN, TO PURCHASE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER
SHARE, OF HOLDING (THE "COMMON STOCK").
4.
TERMINATION.
4.1
GENERAL.
THE EMPLOYMENT OF THE EXECUTIVE HEREUNDER (AND THE
EMPLOYMENT PERIOD) SHALL TERMINATE AS PROVIDED IN SECTION 2 HEREOF, UNLESS
EARLIER TERMINATED IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 4.
4.2
DEATH OR DISABILITY OF THE EXECUTIVE.
(A)
THE EMPLOYMENT OF THE EXECUTIVE HEREUNDER (AND THE EMPLOYMENT
PERIOD) SHALL TERMINATE UPON (I) THE DEATH OF THE EXECUTIVE AND (II) AT THE
OPTION OF THE COMPANY, UPON NOT LESS THAN FIFTEEN (15) DAYS' PRIOR WRITTEN
NOTICE TO THE EXECUTIVE OR THE EXECUTIVE'S PERSONAL REPRESENTATIVE OR GUARDIAN,
IF THE EXECUTIVE SUFFERS A "TOTAL DISABILITY" (AS DEFINED IN
SECTION 4.2(B) HEREOF).
UPON TERMINATION FOR DEATH OR TOTAL DISABILITY, SUBJECT
TO REDUCTION BY ANY BENEFITS PAID OR PAYABLE TO THE EXECUTIVE, THE EXECUTIVE'S
BENEFICIARIES OR ESTATE UNDER ANY COMPANY-SPONSORED DISABILITY BENEFIT PLAN
PROGRAM OR POLICY FOR THE PERIOD FOLLOWING SUCH DATE OF TERMINATION, (A) THE
COMPANY SHALL PAY TO THE EXECUTIVE, GUARDIAN OR PERSONAL REPRESENTATIVE, AS THE
CASE MAY BE, THE EXECUTIVE'S CURRENT BASE SALARY FOR THE REMAINDER OF THE
EMPLOYMENT PERIOD IN EFFECT IMMEDIATELY PRIOR TO THE DATE OF TERMINATION AND
(B) SUBJECT FURTHER TO THE SOLE DISCRETION OF THE BOARD OR THE COMPENSATION
COMMITTEE, THE COMPANY MAY ALSO PAY TO THE EXECUTIVE, GUARDIAN OR PERSONAL
REPRESENTATIVE, AS THE CASE MAY BE, A PRORATED SHARE OF THE ANNUAL BONUS
PURSUANT TO SECTION 3.2 HEREOF (BASED ON THE PERIOD OF ACTUAL EMPLOYMENT) THAT
THE EXECUTIVE WOULD HAVE BEEN ENTITLED TO HAD THE EXECUTIVE WORKED THE FULL YEAR
DURING WHICH THE TERMINATION OCCURRED, PROVIDED THAT BONUS TARGETS ARE MET FOR
THE YEAR OF SUCH TERMINATION.
ANY BONUS SHALL BE PAYABLE AS SOON AS REASONABLY
PRACTICABLE FOLLOWING THE DETERMINATION THEREOF, BUT IN NO