bebe stores, inc.

RESTRICTED STOCK UNITS AGREEMENT

                bebe stores, inc. has granted to the individual (the Participant) named in the Notice of Grant of Restricted Stock Units (the Notice) to which this Restricted Stock Units Agreement (the Agreement) is attached an award (the Award) of Restricted Stock Units upon the terms and conditions set forth in the Notice and this Agreement.  The Award has been granted pursuant to the bebe stores, inc. 1997 Stock Plan (the Plan), as amended to the Date of Grant.  The provisions of the Plan are incorporated into this Agreement by this reference.  By signing the Notice, the Participant: (a) represents that the Participant has read and is familiar with the terms and conditions of the Notice, the Plan and this Agreement, (b) accepts the Award subject to all of the terms and conditions of the Notice, the Plan and this Agreement, (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under the Notice, the Plan or this Agreement, and (d) acknowledges receipt of a copy of the Notice, the Plan and this Agreement.

1.             Definitions and Construction.

1.1           Definitions.  Whenever used herein, capitalized terms shall have the meanings assigned to such terms in the Notice or as set forth below:

(a)           Board of Directors shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee has been appointed, such Committee.

(b)           Change in Control shall mean:

AMAZON.COM, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

TO: <<Participant>>

     To encourage your continued employment with Amazon.com, Inc. (the Company) or its Subsidiaries, you have been granted this restricted stock unit award (the Award) pursuant to the Companys 1997 Stock Incentive Plan (the Plan). The Award represents the right to receive shares of Common Stock of the Company subject to the fulfillment of the vesting conditions set forth in this agreement (this Agreement).

     The terms of the Award are as set forth in this Agreement and in the Plan. The Plan is incorporated into this Agreement by reference, which means that this Agreement is limited by and subject to the express terms and provisions of the Plan. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. Capitalized terms that are not defined in this Agreement have the meanings given to them in the Plan. The most important terms of the Award are summarized as follows:

 
1.
 
Award Date:
 

 
2.
 
Number of Restricted Stock Units Subject to this Award:
 

 
3.
 
Vesting Base Date:
 

 
4.
 
Vesting Schedule: The Award will vest according to the following schedule:

     [Optional: Notwithstanding the foregoing, if at any time you become an officer required to file reports pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, then with respect to any part of this Award that is then unvested, vesting shall in addition be contingent on and subject to satisfaction of such performance criteria for such performance period as the Plan Administrator shall establish with specific reference to this Award, and this Award shall be cancelled without the issuance of Common Stock if and to the extent any such performance criteria are not satisfied.]


177909

AMAZON.COM, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

TO: <<Participant>>

     To encourage your continued service as a member of the Board of Directors of Amazon.com, Inc. (the Company), you have been granted this restricted stock unit award (the Award) pursuant to the Companys 1997 Stock Incentive Plan (the Plan). The Award represents the right to receive shares of Common Stock of the Company subject to the fulfillment of the vesting conditions set forth in this agreement (this Agreement).

     The terms of the Award are  . . .

NON-EMPLOYEE DIRECTOR
PHANTOM STOCK UNIT AGREEMENT

THIS PHANTOM STOCK UNIT AGREEMENT (the Agreement), dated as of this 1st day of April, 2003, by and between Arden Group, Inc., a Delaware corporation (the Company), and Steven Romick (the Unit Holder), is made with reference to the following facts:

A.                                   The Company is desirous of providing additional incentives to the Unit Holder in rendering services as a non-employee director of the Company and, in order to accomplish this result, has determined to grant the Unit Holder phantom stock units representing the right to receive a cash payment on the terms and conditions set forth herein.

B.                                     The Unit Holder is desirous of accepting said right on the terms and conditions set forth herein.

NOW, THEREFORE, it is agreed as follows:

1.                                       Grant.

(a)  Subject to the terms and conditions set forth herein, the Company hereby grants to the Unit Holder Ten Thousand (10,000) Units exercisable from time to time in accordance with the provisions of this Agreement during a period commencing on the date hereof and expiring at the close of business on April 1, 2008 (the Expiration Date).  Each Unit hereunder represents the right to receive an amount equal to the excess of (i) the Fair Market Value (as defined below) of one share of the Class A Common Stock, $.25 par value per share, of the Company (the Class A Common Stock) on the date upon which the Grantee exercises such Unit over (ii) $54.25 (the Base Price), representing the Fair Market Value of one share of the Class A Common Stock on the effective date hereof.

(b)  For purposes of this Agreement, Fair Market Value of one share of Class A Common Stock shall mean (i) if the Class A Common Stock is then listed on a national securities exchange, the closing sales price of the Class A Common Stock on the day such value is determined on the principal securities exchange on which such stock is then listed, or if there is no reported sale on that day, the average of the bid and asked quotations on such exchange on that day, or (ii) if the Class A Common Stock is then publicly traded in the NASDAQ National Market System, the closing sales price of the Class A Common Stock as reported by the NASDAQ National Market System on the day such value is determined, or if there is no reported sale on that day, the average of the bid and asked quotations on that day, or (iii) if the Class A Common Stock is then publicly traded in the over-the-counter market (other than the NASDAQ National Market System), the mean between the closing bid and asked prices of the Class A Common Stock in the over-the-counter market on the day such value is determined or, if no shares were traded that day, on the next preceding day on which there was such a trade, or (iv) if the Class A Common Stock is not then separately quoted or publicly traded, the fair market value on the date such value is to be determined, as determined in good faith by the Board of Directors of the Company (the Board).

2.                                       Exercise of Units.

(a)                                  The Unit Holder may elect to be paid for any then vested Unit by timely delivering or mailing to the Company (in accordance with Paragraph 10 below), Attention: Chief Executive Officer and Chief Financial Officer, a notice of exercise, in the form prescribed by the Company, stating therein that the Unit Holder has elected to exercise his Units and specifying therein the number of vested Units for which he is electing to be paid.  The exercise of any Units shall not be deemed effective unless and until the Unit Holder has complied with all of the provisions of this Paragraph 2(a).  Upon an effective exercise of any one or more Units, the Company shall thereafter pay the Unit Holder in complete satisfaction of each Unit with respect to which such right and option has been exercised an amount equal to:  (i) the Fair Market Value of one share of Common Stock on the date of exercise of such right and option minus (ii) the Base Price.  Such payment shall be made to the Unit Holder within 30 days after the exercise of such right and option.

(b)                                 No Units shall vest or become exercisable during the first year from the date of grant hereof; thereafter Units shall vest and become exercisable in installments as to (i) no more than twenty-five percent (25%) of the total number of Units subject to this Agreement during the second year from the date hereof, (ii) no more than fifty percent (50%) of the total number of Units subject to this Agreement during the third year from the date hereof, (iii) no more than seventy-five percent (75%) of the total number of Units subject to this Agreement during the fourth year from the date hereof, and (iv) all Units subject to this Agreement from and after the fourth anniversary of the date hereof.  Notwithstanding the foregoing, if at any time prior to the vesting in full of all Units the Unit Holders service as a member of the Board is terminated due to the Unit Holders death or disability (as disability is defined Paragraph 4 below), then all unexercised Units covered hereby that have not vested and become exercisable as of

                        RESTRICTED STOCK AWARD AGREEMENT

         This Restricted Stock Award Agreement (the "Agreement") made as of
September 11, 2003 by and between Foot Locker, Inc., a New York corporation with
its principal office located at 112 West 34th Street, New York, New York 10120
(the "Company") and Matthew D. Serra (the "Executive").

         On September 11, 2003, the Compensation and Management Resources
Committee of the Board of Directors of the Company approved the grant to the
Executive, effective September 11, 2003 (the "Date of  . . .