Exhibit 10.6
Burlington Coat Factory
Holdings, Inc.
2006
Management Incentive Plan
THIS AWARD AND ANY SECURITIES
ISSUED UPON EXERCISE OF THIS OPTION ARE SUBJECT TO RESTRICTIONS ON
VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS
AS SET FORTH HEREIN AND IN THE STOCKHOLDERS AGREEMENT AMONG
BURLINGTON COAT FACTORY HOLDINGS, INC. AND CERTAIN INVESTORS AND
MANAGERS, DATED AS OF APRIL 13, 2006 (THE “STOCKHOLDERS
AGREEMENT”). THIS OPTION AND ANY SECURITIES ISSUED
UPON EXERCISE OF THIS OPTION CONSTITUTE “MANAGEMENT
SHARES” AS DEFINED THEREIN.
Burlington
Coat Factory Holdings, Inc.
Amendment
To Non-Qualified Stock Option Agreement
This amendment (“Amendment”) amends
a stock option granted pursuant to a Non-Qualified Stock Option
Agreement (the “Original Agreement”) dated
________________, 200_ (the “Original Grant Date”)
granted by Burlington Coat Factory Holdings, Inc., a Delaware
corporation (the “Company”), to the undersigned (the
“Employee”), pursuant to, and subject to the terms of
the Burlington Coat Factory Holdings, Inc. 2006 Management
Incentive Plan (the “Plan”), which is incorporated
herein by reference and of which the Employee hereby acknowledges
receipt. The date of this Amendment is _____________,
2009 (the “New Grant Date”). Capitalized
terms not otherwise defined herein shall have the meanings set
forth in the Original Agreement or in the Plan, as the case may
be.
1.
Exchange of Options
. This certificate
evidences the agreement between the Company and the undersigned
Employee on the New Grant Date to cancel Tranche 3 of the Options
granted to the Employee under the Original Agreement, in exchange
for the New Tranche 3 Options (defined below) granted as of the New
Grant Date to the Employee to purchase (the “Option”),
in whole or in part, on the terms provided herein and in the Plan,
the following Units as set forth below.
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[«newTranche3»] Units at $90 per
Unit (the “New Tranche 3 Options” and together with the
Tranche 1 Options and Tranche 2 Options under the Original
Agreement, the “Options”).
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Each
“Unit” consists of 9 shares of Class A Common Stock of
the Company, par value $.001 per share, and 1 share of Class L
Common Stock of the Company, par value $.001 per share, subject to
adjustment as provided in the Plan. The Option evidenced
by this certificate is not intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code (the
“Code”).
2. Vesting and
Exercisability .
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Vesting of
Units . Except as
otherwise specifically provided herein, the New Tranche 3 Options
shall vest according to the following schedule:
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40% on second
anniversary of the New Grant Date;
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20% on third
anniversary of the New Grant Date;
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20% on fourth
anniversary of the New Grant Date; and
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20% on the
fifth anniversary of the New Grant Date.
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All Options
shall become exercisable in the event of a Change of Control (as
defined in the Stockholders Agreement).
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Exercisability of Option . Subject to the terms of the Plan,
Options may be exercised in whole or in part at any time following
such time as such Option vests.&nbs
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