0000950123-11-030869 Sample Contracts

THE TALBOTS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • March 30th, 2011 • Talbots Inc • Retail-women's clothing stores

The undersigned acknowledges receipt from The Talbots, Inc. (together with its subsidiaries, the “Company” or “Talbots”) of (i) this Restricted Stock Agreement (the “Agreement”) providing the terms and conditions of a grant of restricted stock made as of [DATE] under the 2003 Executive Stock Based Incentive Plan, as amended (the “Plan”), and (ii) a copy of the Plan.

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THE TALBOTS, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 30th, 2011 • Talbots Inc • Retail-women's clothing stores

We are pleased to notify you that by the determination of the Compensation Committee (the “Committee”) of the Board of Directors of The Talbots, Inc. (together with its subsidiaries, the “Company”) a nonqualified stock option to purchase shares of Common Stock of the Company, $0.01 par value (“Common Shares”), at a price of $ per share has been granted to you effective , 20 under the 2003 Executive Stock Based Incentive Plan, as amended and restated (the “Plan”). This nonqualified stock option (the “Option”) may be exercised only upon the terms and conditions set forth below.

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