LINENS HOLDING CO. STOCK OPTION PLAN

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Exhibit 10.17

LINENS HOLDING CO.
STOCK OPTION PLAN

        Section 1.     Purpose     

        The Plan authorizes the Option Committee to provide employees or directors of the Company or its subsidiaries, who are in a position to contribute to the long-term success of the Company or its subsidiaries, with Options to acquire Shares in the Company. The Company believes that this incentive program will cause those persons to increase their interest in the welfare of the Company and its subsidiaries, and aid in attracting, retaining and motivating persons of outstanding ability.

        Section 2.     Definitions     

        Capitalized terms used herein shall have the meanings set forth in this Section.

(a)

"Affiliate" shall mean any person or entity that, either directly or indirectly through one or more intermediaries, (i) controls the Company, or (ii) is controlled by the Company or a person described in clause (i).

(b)

"Board" means the Board of Directors of the Company.

(c)

"Cause" shall have the meaning ascribed thereto in any effective employment agreement between the Company or subsidiaries and the Grantee, or if no employment agreement is in effect that contains a definition of cause, then Cause shall mean a finding by the Option Committee that the Grantee has (i) committed a felony or a crime involving moral turpitude, (ii) committed any act of gross negligence or fraud, (iii) failed, refused or neglected to substantially perform his duties (other than by reason of a physical or mental impairment) or to implement the reasonable directives of the Company (which, if curable, is not cured within 30 days after notice thereof to the Grantee by the Option Committee), (iv) materially violated any policy of the Company (which, if curable, is not cured within 30 days after notice thereof to the Grantee by the Option Committee), or (v) engaged in conduct that is materially injurious to the Company, monetarily or otherwise.

(d)

"Company" shall mean Linens Holding Co., a corporation organized under the laws of the State of Delaware.

(e)

"Disability" shall have the meaning ascribed thereto in any effective employment agreement between the Company and the Grantee, or if no employment agreement is in effect that contains a definition of disability, then Disability shall mean any physical or mental incapacitation which results in a Grantee's inability to perform his duties and responsibilities hereunder, as determined by the Option Committee in its good faith judgment, for a period of 180 consecutive days.

(f)

"Employee" shall mean any person or entity that is providing services to the Company or any of its subsidiaries as an employee or director.

(g)

"Grant Letter" shall mean a letter, certificate or other agreement accepted by the Grantee, evidencing the grant of an Option hereunder and containing such terms and conditions, not inconsistent with the express provisions of the Plan, as the Option Committee shall approve.

(h)

"Grantee" shall mean an Employee granted an Option under the Plan.

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(i)

"ISO" shall mean any Option or portion thereof that meets the requirements of an incentive stock option under Section 422 of the Internal Revenue Code of 1986, and that is designated by the Option Committee to be an ISO.

(j)

"Linens Investors" shall mean Linens Investors, LLC, a limited liability company organized under the laws of Delaware, and its successors or assigns.

(k)

"Nonqualified Option" shall mean any Option or portion thereof that is not an ISO.

(l)

"Option Committee" shall mean the individuals appointed by the Board to serve as the Option Committee with responsibility for the administration of the Plan, or if no such individuals are appointed, then the Option Committee shall consist of all of the members of the Board.

(m)

"Options" shall refer to options issued under and subject to the Plan.

(n)

"Plan" shall mean this Option Plan as set forth herein and as amended from time to time.

(o)

"Share" shall mean a share of common stock of the Company.

(p)

"Stockholders Agreement" shall mean the Stockholders' Agreement, dated as of February 14, 2006, among the Company, Linens Investors, and the Company's other stockholders, as the same may thereafter be amended from time to time.

        Section 3.     Shares Available under the Plan     

        Subject to the provisions of Section 7, the total number of Shares with respect to which Options may be granted under the Plan shall not exceed 1,157,298. If, prior to exercise, any Options are forfeited, lapse or terminate for any reason, the Shares covered thereby may again be available for Option grants under the Plan.

        Section 4.     Administration of the Plan     

        (a)     Authority of the Option Committee .    The Plan shall be administered by the Option Committee. The Option Committee shall have full and final authority to take the following actions, in each case subject to and consistent with the provisions of the Plan:

        (i)    to select the Employees to whom Options may be granted;

        (ii)   to determine the number of Shares subject to each such Option;

        (iii)  to determine the terms and conditions of any Option granted under the Plan, including the exercise price, conditions relating to exercise, and termination of the right to exercise;

        (iv)  to determine whether any Option shall be an ISO or a Nonqualified Option;

        (v)   to determine the restrictions or conditions related to the delivery, holding and disposition of Shares acquired upon exercise of an Option;

        (vi)  to prescribe the form of each Grant Letter;

        (vii) to adopt, amend, suspend, waive and rescind such rules and regulations and appoint such agents as the Option Committee may deem necessary or advisable to administer the Plan;

        (viii) to correct any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan and any Option, Grant Letter or other instrument hereunder; and

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        (ix)  to make all other decisions and determinations as may be required under the terms of the Plan or as the Option Committee may deem necessary or advisable for the administration of the Plan.

        (b)     Manner of Exercise of Option Committee Authority .    Any action of the Option Committee with respect to the Plan shall be final, conclusive and binding on all persons, including the Company, its Affiliates, Grantees, or any person claiming any rights under the Plan from or through any Grantee, except to the extent the Option Committee may subsequently modify, or take further action not consistent with, its prior action. If not specified in the Plan, the time at which the Option Committee must or may make any determination shall be determined by the Option Committee, and any such determination may thereafter be modified by the Option Committee. The express grant of any specific power to the Option Committee, and the taking of any action by the Option Committee, shall not be construed as limiting any power or authority of the Option Committee. The Option Committee may delegate to officers or managers of the Company or any Affiliate of the Company the authority, subject to such terms as the Option Committee shall determine, to perform such functions as the Option Committee may determine, to the extent permitted under applicable law.

        (c)     Limitation of Liability .    Each member of the Option Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer or other employee of the Company or any of its Affiliates, the Company's independent certified public accountants or any executive compensation consultant, legal counsel or other professional retained by the Company to assist in the administration of the Plan. To the fullest extent permitted by applicable la