LONGS DRUG STORES CORPORATION 1995 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS

Exhibit 10.1

L ONGS D RUG S TORES C ORPORATION

1995 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

Longs Drug Stores Corporation (the “Company”) desiring to provide you, [name] , with a proprietary interest in the success of the Company and its subsidiaries, and an incentive to continue to perform services as a member of the Board of Directors of the Company, hereby grants, as of [grant date] , and you hereby accept, subject to all of the terms and conditions of this Agreement, [#] restricted shares of the Common Stock of the Company (the “Award”). This Award is subject to the Longs Drug Stores Corporation 1995 Long-Term Incentive Plan, as it may be amended from time to time, which is incorporated herein by this reference, and the following terms and conditions:

1. The shares subject to this Award shall be retained by the Company, or a party selected by the Company, unless and until the shares vest in accordance with the schedule provided herein. The period of time between the date hereof and the date the shares become vested is referred to herein as the “Vesting Period.” These shares will vest on [vest date] .

2. All certificates representing any shares of the Company subject to the provisions of this Agreement shall have endorsed thereon the following legend:

“The shares represented by this certificate are subject to forfeiture and the transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including restrictions against transfer) set forth in an agreement between the Company and the registered holder, a copy of which is on file at the principal office of the Company.”

3. Notwithstanding the above vesting date, your unvested restricted stock shall fully vest upon a Change in Corporate Control or upon termination of service as a Director with the Company after attaining the age of 65 (including termination as a result of not being renominated for another term due to the age requirement of the Company’s Corporate Governance Guidelines), or termination of service as a Director with the Company after attaining age 55 with 10 or more years of service as a Director.

4. You shall not be entitled to the delivery of any certificate representing shares subject to this Award unless and until the shares vest and until you make satisfactory arrangements to pay all applicable federal, state and other taxes that

may be owing as contemplated in Sections 5 and 6 below. The release of any vested restricted stock to you shall be effected within ninety (90) days following the applicable date(s) of vesting of shares pursuant to this Agreement. The removal of the legend affixed to any vested restricted stock distributed to you shall be effected as soon as practicable after the Vesting Period.

5. Generally, you will realize taxable income each time restricted shares vest. You must make arrangements to satisfy the amount of any tax obligations required by law to be withheld with respect thereto by remitting a check in an amount to satisfy at least the legally required minimum withholding or by instructing the Company to sell a sufficient number of the vested shares to satisfy the required minimum withholding amount. The shares will not be distributed to you until satisfactory arrangements are made to pay any taxes that may be owing.

6. You have the right to make an election to be taxed on the Award in the year the Award is made (under Section 83(b) of the Code). If you choose to make this election, you must provide the Company with a copy of the election filed with the Internal Revenue Service within thirty (30) days from the date of grant of this Award. Once vested, the shares will be distributed to you promptly following the making of satisfactory arrangements to pay any applicable federal, state, and other taxes that may be owing.

1. You shall be entitl