Common use of SPECIAL RESTRICTED STOCK AWARD Clause in Contracts

SPECIAL RESTRICTED STOCK AWARD. In consideration of the Executive's promises set forth herein, the Company shall grant the Executive restricted shares of the Company's common stock with a fair market value of $1,750,000 (the "Market Value"), as well as the opportunity to earn an additional 300,000 performance restricted shares of the Company's common stock subject to the Executive's attainment of applicable performance goals. The restricted shares shall be granted on February 1, 2001 pursuant to the Restricted Stock Agreement, attached to and incorporated herein as Exhibit B. The number of restricted shares shall be determined by dividing the Market Value by the mean of the highest price and lowest price at which a share of the Company's common stock shall have been sold, regular way, on February 1, 2001, as reported on the Composite Transactions reporting system. This grant of restricted shares shall be in lieu of a stock option grant in fiscal 2001. The opportunity for performance restricted shares shall be subject to the following terms and conditions: (a) As of February 1, 2001, performance goals respecting Inventory Turnover, the Super Service Index and Earnings before Interest and Tax shall be approved by the Compensation and Incentives Committee. (b) If any of the aforesaid goal(s) are attained during the four-year period ending January 31, 2005 and thereafter continuously sustained for a period of 12 months, you will be awarded a grant of 100,000 shares of restricted Company common stock per applicable goal. (c) The restricted stock shall be granted pursuant to the terms of the Restricted Stock Agreement, attached to and incorporated herein as Exhibit B, except that the Expiration Date shall be two years from the date of grant.

SPECIAL RESTRICTED STOCK AWARD. In consideration of the Executive's promises set forth herein, the Company shall grant the Executive restricted shares of the Company's common stock with a fair market value of $1,750,000 1,500,000 (the "Market Value"), as well as the opportunity to earn an additional 300,000 performance restricted shares of the Company's common stock subject to the Executive's attainment of applicable performance goals. The restricted shares shall be granted on February 1, 2001 pursuant to the Restricted Stock Agreement, attached to and incorporated herein as Exhibit B. A. The number of restricted shares shall be determined by dividing the Market Value by the mean of the highest price and lowest price at which a share of the Company's common stock shall have been sold, regular way, on February 1, 2001, as reported on the Composite Transactions reporting system. This grant of restricted shares shall be in lieu of a stock option grant in fiscal 2001. The opportunity for performance restricted shares shall be subject to the following terms and conditions: (a) As of February 1, 2001, performance goals respecting Inventory Turnover, the Super Service Index and Earnings before Interest and Tax shall be approved by the Compensation and Incentives Committee. (b) If any of the aforesaid goal(s) are attained during the four-year period ending January 31, 2005 and thereafter continuously sustained for a period of 12 months, you will be awarded a grant of 100,000 shares of restricted Company common stock per applicable goal. (c) The restricted stock shall be granted pursuant to the terms of the Restricted Stock Agreement, attached to and incorporated herein as Exhibit BA, except that the Expiration Date shall be two years from the date of grant.

SPECIAL RESTRICTED STOCK AWARD. In consideration of the Executive's promises set forth herein, the Company shall grant the Executive restricted shares of the Company's common stock with a fair market value of $1,750,000 3,000,000 (the "Market Value"), as well as the opportunity to earn an additional 300,000 performance restricted shares of the Company's common stock subject to the Executive's attainment of applicable performance goals. The restricted shares shall be granted on February 1, 2001 pursuant to the Restricted Stock Agreement, attached to and incorporated herein as Exhibit B. The number of restricted shares shall be determined by dividing the Market Value by the mean of the highest price and lowest price at which a share of the Company's common stock shall have been sold, regular way, on February 1, 2001, as reported on the Composite Transactions reporting system. This grant of restricted shares shall be in lieu of a stock option grant in fiscal 2001. The opportunity for performance restricted shares shall be subject to the following terms and conditions: (a) As of February 1, 2001, performance goals respecting Inventory Turnover, the Super Service Index and Earnings before Interest and Tax shall be approved by the Compensation and Incentives Committee. (b) If any of the aforesaid goal(s) are attained during the four-year period ending January 31, 2005 and thereafter continuously sustained for a period of 12 months, you will be awarded a grant of 100,000 shares of restricted Company common stock per applicable goal. (c) The restricted stock shall be granted pursuant to the terms of the Restricted Stock Agreement, attached to and incorporated herein as Exhibit B, except that the Expiration Date shall be two years from the date of grant.

SPECIAL RESTRICTED STOCK AWARD. In consideration of the Executive's promises set forth herein, the Company shall grant the Executive restricted shares of the Company's common stock with a fair market value of $1,750,000 2,000,000 (the "Market Value"), as well as the opportunity to earn an additional 300,000 performance restricted shares of the Company's common stock subject to the Executive's attainment of applicable performance goals. The restricted shares shall be granted on February 1, 2001 pursuant to the Restricted Stock Agreement, attached to and incorporated herein as Exhibit B. The number of restricted shares shall be determined by dividing the Market Value by the mean of the highest price and lowest price at which a share of the Company's common stock shall have been sold, regular way, on February 1, 2001, as reported on the Composite Transactions reporting system. This grant of restricted shares shall be in lieu of a stock option grant in fiscal 2001. The opportunity for performance restricted shares shall be subject to the following terms and conditions: (a) As of February 1, 2001, performance goals respecting Inventory Turnover, the Super Service Index and Earnings before Interest and Tax shall be approved by the Compensation and Incentives Committee. (b) If any of the aforesaid goal(s) are attained during the four-year period ending January 31, 2005 and thereafter continuously sustained for a period of 12 months, you will be awarded a grant of 100,000 shares of restricted Company common stock per applicable goal. (c) The restricted stock shall be granted pursuant to the terms of the Restricted Stock Agreement, attached to and incorporated herein as Exhibit B, except that the Expiration Date shall be two years from the date of grant.

SPECIAL RESTRICTED STOCK AWARD. In consideration of the Executive's promises set forth herein, the Company shall grant the Executive restricted shares of the Company's common stock with a fair market value of $1,750,000 1,500,000 (the "Market Value"), as well as the opportunity to earn an additional 300,000 performance restricted shares of the Company's common stock subject to the Executive's attainment of applicable performance goals. The restricted shares shall be granted on February 1May 21, 2001 pursuant to the Restricted Stock Agreement, attached to and incorporated herein as Exhibit B. The number of restricted shares shall be determined by dividing the Market Value by the mean of the highest price and lowest price at which a share of the Company's common stock shall have been sold, regular way, on February 1May 21, 2001, as reported on the Composite Transactions reporting system. This grant of restricted shares shall be in lieu of a stock option grant in fiscal 2001. The opportunity for performance restricted shares shall be subject to the following terms and conditions: (a) As of February 1, 2001, The performance goals respecting Inventory Turnover, the Super Service Index and Earnings before Interest and Tax shall be approved by the Compensation and Incentives Committee. (b) If any of the aforesaid goal(s) are attained during the four-year period ending January 31, 2005 and thereafter continuously sustained for a period of 12 months, you will be awarded a grant of 100,000 shares of restricted Company common stock per applicable goal. (c) The restricted stock shall be granted pursuant to the terms of the Restricted Stock Agreement, attached to and incorporated herein as Exhibit B, except that the Expiration Date shall be two years from the date of grant.