0001193125-05-124814 Sample Contracts

FACTORY CARD & PARTY OUTLET CORP. OPTION AGREEMENT
Option Agreement • June 14th, 2005 • Factory Card Outlet Corp • Retail-miscellaneous shopping goods stores • Delaware

Factory Card & Party Outlet Corp., a Delaware corporation (the “Company”) hereby grants to (the “Optionee”), an employee of Factory Card Outlet of America Ltd., an option (the “Option”) to purchase the number of Shares of the Company’s common stock (“Shares”), and at an Option Price, as set forth below. The Option is subject to the terms and conditions set forth in this Option Agreement, in the attached Exhibit A to this Option Agreement, and in the Factory Card & Party Outlet Corp. 2003 Equity Incentive Plan, as amended from time to time (the “Plan”), all of which are an integral part of this Option Agreement. You may obtain a copy of the Plan from the Company upon request. Capitalized terms used but not defined in this Option Agreement have the meaning specified in the Plan.

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FACTORY CARD & PARTY OUTLET CORP. OPTION AGREEMENT
Option Agreement • June 14th, 2005 • Factory Card Outlet Corp • Retail-miscellaneous shopping goods stores • Delaware

Factory Card & Party Outlet Corp., a Delaware corporation (the “Company”) hereby grants to (the “Optionee”), a non-employee member of the Board of Directors of the Company, an option (the “Option”) to purchase the number of Shares of the Company’s common stock (“Shares”), and at an Option Price, as set forth below. The Option is subject to the terms and conditions set forth in this Option Agreement, in the attached Exhibit A to this Option Agreement, and in the Factory Card & Party Outlet Corp. 2002 Non-Employee Directors Stock Option Plan, as amended from time to time (the “Plan”), all of which are an integral part of this Option Agreement. You may obtain a copy of the Plan from the Company upon request. Capitalized terms used but not defined in this Option Agreement have the meaning specified in the Plan.

FACTORY CARD & PARTY OUTLET CORP. RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • June 14th, 2005 • Factory Card Outlet Corp • Retail-miscellaneous shopping goods stores • Delaware

This grant of Restricted Shares is subject to the terms and conditions set forth in this Restricted Share Award Agreement, in the attached Exhibit A, and in the Factory Card & Party Outlet Corp. 2003 Equity Incentive Plan, as amended from time to time before or after the date of this Award (the “Plan”), all of which are an integral part of and are hereby incorporated into this Restricted Share Award Agreement. You may obtain a copy of the Plan from the Company upon request. Capitalized terms used but not defined in this Agreement have the meaning specified in the Plan.

FACTORY CARD & PARTY OUTLET CORP. OPTION AGREEMENT
Factory • June 14th, 2005 • Factory Card Outlet Corp • Retail-miscellaneous shopping goods stores • Delaware

Factory Card & Party Outlet Corp., a Delaware corporation (the “Company”) hereby grants to (the “Optionee”), an employee of Factory Card Outlet of America Ltd., an option (the “Option”) to purchase the number of Shares of the Company’s common stock (“Shares”), and at an Option Price, as set forth below. The Option is subject to the terms and conditions set forth in this Option Agreement, in the attached Exhibit A to this Option Agreement, and in the Factory Card & Party Outlet Corp. 2002 Stock Option Plan, as amended from time to time (the “Plan”), all of which are an integral part of this Option Agreement. You may obtain a copy of the Plan from the Company upon request. Capitalized terms used but not defined in this Option Agreement have the meaning specified in the Plan.

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