Amendment No. 2 to Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan

Summary

This amendment, effective March 19, 2009, updates the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan by increasing the number of shares of Class A Common and Class L Common stock available for awards under the plan. All other terms of the original plan remain unchanged. The amendment was approved by the company's Board of Directors and is intended to allow for additional equity-based incentives to be granted to management.

EX-10.1 2 exhibit10-1.htm AMENDMENT NO 2 TO BCFHI 2006 MGT INCENTIVE PLAN exhibit10-1.htm

Exhibit 10.1

AMENDMENT No. 2

to the

BURLINGTON COAT FACTORY HOLDINGS, INC.

2006 MANAGEMENT INCENTIVE PLAN

This Amendment No. 2 (“Amendment”) to the Burlington Coat Factory Holdings, Inc. 2006 Management Incentive Plan (the “Plan”) is made as of the 19th day of March 2009.

WHEREAS, the Plan was adopted by the Board of Directors of Burlington Coat Factory Holdings, Inc., a Delaware corporation (the “Corporation”) as of April 13, 2006; and

WHEREAS, the Plan was previously amended by Amendment No. 1 thereto dated as of December 2, 2008; and

WHEREAS, the Board desires to further amend the Plan to increase the number of shares of capital stock available for Awards to be granted under the Plan;

NOW, THEREFORE, the Plan is amended as follows:

1.	All defined terms used in this Amendment shall have the meanings ascribed to them under the Plan.

2.	The first sentence of Section 4(a) of the Plan is hereby deleted and replaced by the following:

“A maximum of 6,574,302 shares of Class A Common and 730,478 shares of Class L Common may be delivered in satisfaction of Awards under the Plan.”

3. All other terms and conditions of the Plan are hereby confirmed and ratified.