0001193125-06-019156 Sample Contracts

FACTORY CARD & PARTY OUTLET CORP.
Restricted Share Award Agreement • February 3rd, 2006 • 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. In the event there is a conflict between the terms of this Agreement and the Plan or any other employment or other agreement, the terms of this Agreement shall control.

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