8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported) June 29, 2005


                              Books-A-Million, Inc.
 _______________________________________________________________________________
             (Exact name of registrant as specified in its charter)


 DELAWARE                           0-20664                          63-0798460
_______________________________________________________________________________
(State or other jurisdiction       (Commission                    (IRS Employer
    of incorporation)              File Number)             Identification No.)


402 Industrial Lane, Birmingham, Alabama                             35211
__________________________________________                     _________________
(Address of principal executive offices)                           (Zip Code)

        Registrant's telephone number, including area code (205) 942-3737


                                       N/A
_______________________________________________________________________________
         (Former name or former address, if changed since last report.)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ] Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     [ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ]  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))

                Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

Restricted Stock Agreement

     On June 29, 2005, the Compensation Committee (the "Committee") of the Board
of Directors  (the "Board") of  Books-A-Million,  Inc. (the  "Company")  granted
shares of Company  common stock,  par value $0.01 per share,  subject to certain
restrictions  (the  "Restricted   Shares"),  to  approximately  sixteen  Company
executives  under the  Books-A-Million,  Inc.  2005  Incentive  Award  Plan (the
"Plan"), previously filed as Appendix A to the Company's Proxy Statement for its
2005 Annual Meeting of Stockholders and included herein as Exhibit 10.1.

     The Committee  determined that the grants  described above shall consist of
two parts. Fifty percent of the grant shall be "Career Based Shares," which will
vest automatically on January 30, 2010. The remaining fifty percent of the grant
shall be  "Performance  Based Shares," to be awarded (in whole or in part) based
on the Company's achievement of certain pre-tax income goals for the 2006 fiscal
year.  Upon  receipt of the  audited  financial  statements  for the fiscal year
ending on January 28, 2006,  the Committee  shall  determine the exact amount of
Performance Based Shares to be awarded, as appropriate, and fifty percent of the
awarded Performance Based Shares will vest on the last day of the Company's 2007
and 2008 fiscal years, respectively. The terms of the Restricted Shares, whether
Career Based Shares or Performance Based Shares,  are governed by the Plan and a
standard form agreement (the "Restricted Stock Agreement") which is delivered to
each  grantee,  a copy of which is attached  hereto as Exhibit 10.2 and which is
incorporated herein by reference.

     As detailed more fully in the Restricted  Stock  Agreement,  upon issuance,
the Restricted Shares may not be transferred,  alienated, pledged, encumbered or
assigned (such transfer restrictions,  the "Restrictions") before the Restricted
Shares become  vested.  The Restricted  Shares shall vest, and the  Restrictions
shall  cease  to  apply,  on the  final  day of the  Company's  fiscal  year and
anniversaries thereof, as described above. Notwithstanding the foregoing, all of
the Restricted Shares shall vest and the Restrictions  shall cease to apply upon
(x) the  grantee's  termination  of  employment  resulting  from  the  grantee's
disability  or death or (y) in the  Committee's  discretion,  upon a "Change  of
Control" (as defined in the Plan).  Furthermore,  if the grantee ceases to serve
as an employee or director of the Company,  any  Restricted  Shares which remain
subject to the Restrictions shall immediately be forfeited.

                  Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)      Exhibits.

Exhibit No.              Document Description
- -----------              --------------------
10.1                     Books-A-Million, Inc. 2005 Incentive Award Plan
10.2                     Form of Restricted Stock Agreement



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                     _____________BOOKS-A-MILLION, INC._______
                                                      (Registrant)

Date _July 6, 2005_______     _____________/s/ Richard S. Wallington___________
                                                      (Signature)
                                           Name:  Richard S. Wallington
                                           Title:   Chief Financial Officer

EX-10

                              BOOKS-A-MILLION, INC.
                            2005 INCENTIVE AWARD PLAN

ARTICLE 1

                                     PURPOSE

         The purpose of the Books-A-Million, Inc. 2005 Incentive Award Plan (the
"Plan") is to promote the  success  and  enhance  the value of  Books-A-Million,
Inc., a Delaware  corporation (the "Company") by linking the personal  interests
of the  members of the Board,  Employees,  and  Consultants  to those of Company
stockholders and by providing such individuals with an incentive for outstanding
performance to generate  superior returns to Company  stockholders.  The Plan is
further  intended  to  provide  flexibility  to the  Company  in its  ability to
motivate,  attract, and retain the services of members of the Board,  Employees,
and Consultants upon whose judgment, interest, and special effort the successful
conduct of the Company's operation is largely dependent.

ARTICLE 2

                          DEFINITIONS AND CONSTRUCTION

         Wherever the  following  terms are used in the Plan they shall have the
meanings specified below,  unless the context clearly indicates  otherwise.  The
singular pronoun shall include the plural where the context so indicates.

2.1 "Award"  means an Option,  a Restricted  Stock award,  a Stock  Appreciation
Right award,  a  Performance  Share award,  a  Performance  Stock Unit award,  a
Performance  Award,  a Dividend  Equivalents  award,  a Stock Payment  award,  a
Deferred  Stock award,  a Restricted  Stock Unit award,  or a  Performance-Based
Award granted to a Participant pursuant to the Plan.

2.2 "Award Agreement" means any written agreement, contract, or other instrument
or document evidencing an Award, including through electronic medium.

2.3 "Board" means the Board of Directors of the Company.

2.4 "Change of Control" means and includes each of the following:

(a) A transaction or series of transactions  (other than an offering of Stock to
the general public through a  registration  statement  filed with the Securities
and Exchange  Commission)  whereby any "person" or related  "group" of "persons"
(as such terms are used in  Sections  13(d) and  14(d)(2) of the  Exchange  Act)
(other than the  Company,  any of its  subsidiaries,  an employee  benefit  plan
maintained by the Company or any of its subsidiaries,  or a "person" that, prior
to such transaction,  directly or indirectly  controls,  is controlled by, or is
under  common  control  with,  the  Company)  directly  or  indirectly  acquires
beneficial  ownership  (within the meaning of Rule 13d-3 under the Exchange Act)
of  securities  of the Company  possessing  more than fifty percent (50%) of the
total combined voting power of the Company's securities outstanding  immediately
after such acquisition; or

(b)  During  any  period  of two  consecutive  years,  individuals  who,  at the
beginning of such period, constitute the Board together with any new director(s)
(other than a director  designated  by a person who shall have  entered  into an
agreement  with the Company to effect a transaction  described in Section 2.4(a)
or Section 2.4(c)) whose election by the Board or nomination for election by the
Company's  stockholders  was  approved by a vote of at least  two-thirds  of the
directors then still in office who either were directors at the beginning of the
two year period or whose  election or nomination  for election was previously so
approved, cease for any reason to constitute a majority thereof; or

(c) The consummation by the Company (whether  directly  involving the Company or
indirectly  involving the Company through one or more  intermediaries)  of (x) a
merger, consolidation,  reorganization, or business combination or (y) a sale or
other disposition of all or substantially all of the Company's assets or (z) the
acquisition  of assets or stock of  another  entity,  in each case  other than a
transaction:

(i) Which results in the Company's  voting  securities  outstanding  immediately
before the transaction  continuing to represent (either by remaining outstanding
or by being converted into voting  securities of the Company or the person that,
as a result of the transaction, controls, directly or indirectly, the Company or
owns,  directly or indirectly,  all or substantially all of the Company's assets
or  otherwise  succeeds  to the  business of the  Company  (the  Company or such
person, the "Successor Entity")) directly or indirectly,  at least a majority of
the  combined  voting  power  of  the  Successor  Entity's   outstanding  voting
securities immediately after the transaction, and

(ii)  After  which  no  person  or group  beneficially  owns  voting  securities
representing  50% or more of the combined voting power of the Successor  Entity;
provided, however, that no person or group shall be treated for purposes of this
Section  2.4(c)(ii) as beneficially  owning 50% or more of combined voting power
of the  Successor  Entity  solely as a result of the  voting  power  held in the
Company prior to the consummation of the transaction; or

(d) The Company's  stockholders  approve a  liquidation  or  dissolution  of the
Company.

The Committee shall have full and final  authority,  which shall be exercised in
its  discretion,  to determine  conclusively  whether a Change of Control of the
Company  has  occurred  pursuant  to the above  definition,  and the date of the
occurrence  of such  Change  of  Control  and any  incidental  matters  relating
thereto.

2.5      "Code" means the Internal Revenue Code of 1986, as amended.

2.6      "Committee" means the committee of the Board described in Article 12.

2.7  "Consultant"  means any  consultant  or adviser if: (a) the  consultant  or
adviser renders bona fide services to the Company;  (b) the services rendered by
the  consultant  or  adviser  are not in  connection  with the  offer or sale of
securities in a  capital-raising  transaction  and do not directly or indirectly
promote  or  maintain  a  market  for  the  Company's  securities;  and  (c) the
consultant or adviser is a natural person who has  contracted  directly with the
Company to render such services.

2.8  "Covered  Employee"  means an  Employee  who is,  or could  be, a  "covered
employee" within the meaning of Section 162(m) of the Code.

2.9  "Deferred  Stock" means a right to receive a specified  number of shares of
Stock during specified time periods pursuant to Article 8.

2.10  "Disability"  means that the  Participant  qualifies to receive  long-term
disability payments under the Company's long-term  disability insurance program,
as it may be amended from time to time.

2.11 "Dividend  Equivalents" means a right granted to a Participant  pursuant to
Article 8 to receive the  equivalent  value (in cash or Stock) of dividends paid
on Stock.

2.12 "Effective Date" shall have the meaning set forth in Section 13.1.

2.13 "Employee"  means any officer or other  employee (as defined in accordance
with Section 3401(c) of the Code) of the Company or any Subsidiary.

2.14 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

2.15 "Fair Market Value" means,  as of any given date, (a) if Stock is traded on
an  exchange,  the  closing  price of a share of Stock as  reported  in the Wall
Street Journal for the first trading date immediately  prior to such date during
which a sale  occurred;  or (b) if Stock is not  traded  on an  exchange  but is
quoted on NASDAQ or a successor or other  quotation  system,  (i) the last sales
price (if the Stock is then  listed as a National  Market  Issue  under the NASD
National Market System) or (ii) the mean between the closing  representative bid
and asked  prices  (in all other  cases)  for the Stock on the date  immediately
prior to such date on which sales prices or bid and asked prices, as applicable,
are reported by NASDAQ or such successor  quotation system; or (c) if such Stock
is not  publicly  traded on an exchange  and not quoted on NASDAQ or a successor
quotation  system,  the mean  between the  closing bid and asked  prices for the
Stock on the day  previous  to such  date,  as  determined  in good faith by the
Committee;  or (d) if the Stock is not  publicly  traded,  the fair market value
established by the Committee acting in good faith.

2.16 "Full Value Award" means any Award other than an Option, SAR or other Award
for which the  Participant  pays the  intrinsic  value  (whether  directly or by
forgoing a right to receive a cash payment from the Company).

2.17  "Incentive  Stock  Option"  means an Option  that is  intended to meet the
requirements of Section 422 of the Code or any successor provision thereto.

2.18  "Independent  Director"  means a member  of the  Board  who is not an
Employee of the Company.

2.19  "Non-Employee  Director"  means a member of the Board who  qualifies  as a
"Non-Employee  Director" as defined in Rule 16b-3(b)(3)  under the Exchange Act,
or any successor definition adopted by the Board.

2.20  "Non-Qualified  Stock Option" means an Option that is not intended to
be an Incentive Stock Option.

2.21 "Option"  means a right  granted to a Participant  pursuant to Article 5 of
the Plan to purchase a specified  number of shares of Stock at a specified price
during specified time periods. An Option may be either an Incentive Stock Option
or a Non-Qualified Stock Option.

2.22 "Participant"  means a person who, as a member of the Board,  Consultant or
Employee, has been granted an Award pursuant to the Plan.

2.23  "Performance  Award" means a right  granted to a  Participant  pursuant to
Article 8 to receive a cash bonus  payment  contingent  upon  achieving  certain
performance goals established by the Committee.

2.24  "Performance-Based  Award"  means an Award  granted  to  selected  Covered
Employees  pursuant  to  Articles 6 and 8, but which is subject to the terms and
conditions set forth in Article 9.

2.25  "Performance  Criteria" means the criteria that the Committee  selects for
purposes  of  establishing  the  Performance  Goal or  Performance  Goals  for a
Participant for a Performance Period. The Performance Criteria that will be used
to establish  Performance Goals shall be limited to the following:  net earnings
(either  before  or  after  interest,  taxes,  depreciation  and  amortization),
economic  value-added  (as determined by the Committee),  sales or revenue,  net
income (either before or after taxes), operating earnings, cash flow (including,
but not limited to, operating cash flow and free cash flow), cash flow return on
capital, return on net assets, return on stockholders' equity, return on assets,
return on capital,  stockholder  returns,  return on sales,  gross or net profit
margin,   productivity,   expense,  margins,   operating  efficiency,   customer
satisfaction, working capital, earnings per share, price per share of Stock, and
market  share,  any of which  may be  measured  either in  absolute  terms or as
compared to any incremental  increase or as compared to results of a peer group.
The Committee  shall,  within the time prescribed by Section 162(m) of the Code,
define in an  objective  fashion  the  manner  of  calculating  the  Performance
Criteria it selects to use for such Performance Period for such Participant.

2.26 "Performance  Goals" means, for a Performance Period, the goals established
in  writing  by  the  Committee  for  the  Performance  Period  based  upon  the
Performance  Criteria.  Depending on the Performance  Criteria used to establish
such  Performance  Goals,  the  Performance  Goals may be  expressed in terms of
overall Company performance or the performance of a division,  business unit, or
an individual. The Committee, in its discretion, may, within the time prescribed
by Section 162(m) of the Code,  adjust or modify the  calculation of Performance
Goals  for  such  Performance  Period  in  order  to  prevent  the  dilution  or
enlargement  of  the  rights  of  Participants  (a)  in  the  event  of,  or  in
anticipation  of, any  unusual or  extraordinary  corporate  item,  transaction,
event,  or development,  or (b) in recognition  of, or in  anticipation  of, any
other unusual or  nonrecurring  events  affecting the Company,  or the financial
statements of the Company,  or in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business conditions.

2.27 "Performance Period" means the one or more periods of time, which may be of
varying and overlapping  durations,  as the Committee may select, over which the
attainment of one or more Performance  Goals will be measured for the purpose of
determining a  Participant's  right to, and the payment of, a  Performance-Based
Award.

2.28  "Performance  Share" means a right  granted to a  Participant  pursuant to
Article 8, to receive Stock,  the payment of which is contingent  upon achieving
certain performance goals established by the Committee.

2.29 "Performance Stock Unit" means a right granted to a Participant pursuant to
Article 8, to receive Stock,  the payment of which is contingent  upon achieving
certain performance goals established by the Committee.

2.30 "Plan" means this Books-A-Million, Inc., 2005 Incentive Award Plan, as
it may be amended from time to time.

2.31 "Prior Plan" means the Books-A-Million, Inc. Stock Option Plan.

2.32 "Qualified  Performance-Based  Compensation" means any compensation that is
intended to qualify as "qualified  performance-based  compensation" as described
in Section 162(m)(4)(C) of the Code.

2.33 "Restricted Stock" means Stock awarded to a Participant pursuant to Article
6 that  is  subject  to  certain  restrictions  and  may be  subject  to risk of
forfeiture.

2.34 "Restricted Stock Unit" means an Award granted pursuant to Article 8.

2.35 "Stock"  means the common stock of the Company,  par value $0.01 per share,
and such other  securities  of the  Company  that may be  substituted  for Stock
pursuant to Article 11.

2.36  "Stock  Appreciation  Right" or "SAR"  means a right  granted  pursuant to
Article 7 to receive a payment equal to the excess of the Fair Market Value of a
specified  number of shares of Stock on the date the SAR is  exercised  over the
Fair Market Value on the date the SAR was granted as set forth in the applicable
Award Agreement.

2.37 "Stock  Payment" means (a) a payment in the form of shares of Stock, or (b)
an option or other  right to  purchase  shares of Stock,  as part of any  bonus,
deferred  compensation or other arrangement,  made in lieu of all or any portion
of the compensation, granted pursuant to Article 8.

2.38  "Subsidiary"  means any corporation or other entity of which a majority of
the outstanding  voting stock or voting power is beneficially  owned directly or
indirectly by the Company.

ARTICLE 3

                           SHARES SUBJECT TO THE PLAN
3.1      Number of Shares.

(a) Subject to Article 11 and Section 3.1(b),  the aggregate number of shares of
Stock which may be issued or transferred pursuant to Awards (including,  without
limitation, Incentive Stock Options) under the Plan is 300,000.

(b) To the extent that an Award terminates,  expires,  or lapses for any reason,
any shares of Stock  subject to the Award shall again be available for the grant
of an Award  pursuant to the Plan. To the extent  permitted by applicable law or
any exchange rule,  shares of Stock issued in assumption of, or in  substitution
for, any outstanding awards of any entity acquired in any form of combination by
the  Company  or any  Subsidiary  shall not be counted  against  shares of Stock
available for grant  pursuant to this Plan.  Shares of Stock which are delivered
by the  Participant  or withheld by the Company  upon the  exercise of any Award
under the Plan,  in payment of the  exercise  price  thereof or tax  withholding
thereon,  may again be optioned,  granted or awarded  hereunder,  subject to the
limitations of Section 3.1(a).  If any shares of Restricted  Stock are forfeited
by the  Participant  or  repurchased  by the  Company,  such shares may again be
optioned,  granted or awarded  hereunder,  subject to the limitations of Section
3.1(a).  Notwithstanding  the  provisions of this Section  3.1(b),  no shares of
Stock may again be  optioned,  granted or awarded if such action  would cause an
Incentive  Stock  Option to fail to qualify as an  incentive  stock option under
Section 422 of the Code.

3.2 Stock  Distributed.  Any  Stock  distributed  pursuant  to an Award may
consist,  in whole or in part, of authorized and unissued Stock,  treasury Stock
or Stock purchased on the open market.

3.3  Limitation on Number of Shares  Subject to Awards and Limit on  Performance
Awards.  Notwithstanding any provision in the Plan to the contrary,  and subject
to Article 11, the maximum number of shares of Stock with respect to one or more
Awards that may be granted to any one  Participant  during any fiscal year shall
be 100,000.  The maximum  amount that may be paid in cash during any fiscal year
with respect to a  Performance-Based  Award that is intended to be a Performance
Award shall be $1,000,000.

ARTICLE 4

                          ELIGIBILITY AND PARTICIPATION

4.1      Eligibility.

(a) General.  Persons  eligible to participate  in this Plan include  Employees,
Consultants, and all members of the Board, as determined by the Committee.

(b)  Foreign  Participants.  Notwithstanding  any  provision  of the Plan to the
contrary,  in order to  comply  with the laws in other  countries  in which  the
Company and its Subsidiaries  operate or have Employees,  Consultants or members
of the Board, the Committee,  in its sole  discretion,  shall have the power and
authority to: (i)  determine  which  Subsidiaries  shall be covered by the Plan;
(ii) determine which Employees,  Consultants or members of the Board outside the
United States are eligible to  participate  in the Plan;  (iii) modify the terms
and conditions of any Award granted to Employees,  Consultants or members of the
Board outside the United  States to comply with  applicable  foreign laws;  (iv)
establish   subplans  and  modify  exercise   procedures  and  other  terms  and
procedures,  to the extent such actions may be necessary or advisable  (any such
subplans  and/or  modifications  shall be attached to this Plan as  appendices);
provided, however, that no such subplans and/or modifications shall increase the
share  limitations  contained in Sections 3.1 and 3.3 of the Plan;  and (v) take
any action,  before or after an Award is made, that it deems advisable to obtain
approval or comply with any necessary local governmental  regulatory  exemptions
or  approvals.  Notwithstanding  the  foregoing,  the Committee may not take any
actions  hereunder,  and no Awards  shall be  granted,  that would  violate  the
Exchange Act, the Code,  any  securities  law or governing  statute or any other
applicable law.

4.2  Participation.  Subject to the  provisions of the Plan,  the Committee may,
from time to time,  select from among all  eligible  individuals,  those to whom
Awards shall be granted and shall determine the nature and amount of each Award.
No individual shall have any right to be granted an Award pursuant to this Plan.

ARTICLE 5

                                  STOCK OPTIONS

5.1 General.  The Committee is authorized to grant Options to  Participants
on the following terms and conditions:

(a) Exercise  Price.  The exercise price per share of Stock subject to an Option
shall be  determined  by the  Committee  and set forth in the  Award  Agreement;
provided  that the exercise  price for any Option shall not be less than 100% of
the Fair Market Value on the date of grant.

(b) Time and Conditions of Exercise.  The Committee  shall determine the time or
times at which an Option may be exercised in whole or in part; provided that the
term of any Option  granted  under the Plan  shall not  exceed  ten  years.  The
Committee shall also determine the performance or other conditions, if any, that
must be satisfied before all or part of an Option may be exercised.

(c) Payment.  The  Committee  shall  determine the methods by which the exercise
price  of an  Option  may be paid and the form of  payment,  including,  without
limitation:  (i) cash (or its  equivalent),  (ii)  shares of Stock held for such
period of time as may be required  by the  Committee  in order to avoid  adverse
financial accounting  consequences and having a Fair Market Value on the date of
delivery  equal to the  aggregate  exercise  price of the  Option  or  exercised
portion thereof or (iii) other property  acceptable to the Committee  (including
through the delivery of a notice that the  Participant  has placed a market sell
order with a broker with respect to shares of Stock then  issuable upon exercise
of the Option, and that the broker has been directed to pay a sufficient portion
of the net  proceeds  of the sale to the Company in  satisfaction  of the Option
exercise  price;  provided  that  payment of such  proceeds  is then made to the
Company upon  settlement of such sale).  The Committee  shall also determine the
methods by which shares of Stock shall be delivered or deemed to be delivered to
Participants.  Notwithstanding  any other provision of the Plan to the contrary,
no  Participant  who is a member of the Board or an  "executive  officer" of the
Company  within  the  meaning  of  Section  13(k) of the  Exchange  Act shall be
permitted  to pay the  exercise  price of an Option in any  method  which  would
violate Section 13(k) of the Exchange Act.

(d) Evidence of Grant.  All Options  shall be  evidenced  by an Award  Agreement
between the Company and the Participant.  The Award Agreement shall include such
additional provisions as may be specified by the Committee.

5.2 Incentive  Stock Options.  Incentive  Stock Options shall be granted only to
Employees and the terms of any Incentive Stock Options  granted  pursuant to the
Plan,  in  addition to the  requirements  of Section  5.1,  must comply with the
following additional provisions of this Section 5.2:

(a) Expiration of Option.  An Incentive Stock Option may not be exercised to any
extent by anyone after the first to occur of the following events:

(i) Ten years from the date it is granted,  unless an earlier time is set in the
Award Agreement;

(ii) Three  months  after the  Participant's  termination  of  employment  as an
Employee; and

(iii) One year after the date of the Participant's  termination of employment or
service on account of Disability or death. Upon the Participant's  Disability or
death, any Incentive Stock Options  exercisable at the Participant's  Disability
or  death  may  be  exercised  by  the  Participant's  legal  representative  or
representatives,  by the person or persons  entitled  to do so  pursuant  to the
Participant's  last will and  testament,  or, if the  Participant  fails to make
testamentary  disposition of such Incentive Stock Option or dies  intestate,  by
the person or persons entitled to receive the Incentive Stock Option pursuant to
the applicable laws of descent and distribution.

(b) Individual Dollar Limitation. The aggregate Fair Market Value (determined as
of the time the Option is granted) of all shares of Stock with  respect to which
Incentive  Stock Options are first  exercisable by a Participant in any calendar
year may not  exceed  $100,000  or such other  limitation  as imposed by Section
422(d) of the Code, or any  successor  provision.  To the extent that  Incentive
Stock  Options  are  first  exercisable  by a  Participant  in  excess  of  such
limitation, the excess shall be considered Non-Qualified Stock Options.

(c) Ten  Percent  Owners.  An  Incentive  Stock  Option  shall be granted to any
individual  who,  at the date of  grant,  owns  stock  possessing  more than ten
percent  of the  total  combined  voting  power of all  classes  of Stock of the
Company  only if such Option is granted at a price that is not less than 110% of
Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant.

(d) Transfer  Restriction.  The Participant shall give the Company prompt notice
of any disposition of shares of Stock acquired by exercise of an Incentive Stock
Option  within  (i) two  years  from the date of grant of such  Incentive  Stock
Option  or (ii) one year  after  the  transfer  of such  shares  of Stock to the
Participant.

(e) Expiration of Incentive Stock Options. No Award of an Incentive Stock Option
may be made pursuant to this Plan after the tenth  anniversary  of the Effective
Date.

(f) Right to Exercise.  During a  Participant's  lifetime,  an  Incentive  Stock
Option may be exercised only by the Participant.

ARTICLE 6

                             RESTRICTED STOCK AWARDS

6.1 Grant of  Restricted  Stock.  The  Committee is authorized to make Awards of
Restricted  Stock to any  Participant  selected by the Committee in such amounts
and subject to such terms and  conditions as determined  by the  Committee.  All
Awards of Restricted Stock shall be evidenced by an Award Agreement.

6.2  Issuance  and  Restrictions.  Restricted  Stock  shall be  subject  to such
restrictions  on  transferability  and other  restrictions  as the Committee may
impose  (including,  without  limitation,  limitations  on  the  right  to  vote
Restricted  Stock or the right to receive  dividends on the  Restricted  Stock).
These  restrictions  may  lapse  separately  or in  combination  at such  times,
pursuant to such  circumstances,  in such  installments,  or  otherwise,  as the
Committee determines at the time of the grant of the Award or thereafter.

6.3 Forfeiture.  Except as otherwise  determined by the Committee at the time of
the grant of the Award or thereafter,  upon termination of employment or service
during the applicable restriction period,  Restricted Stock that is at that time
subject  to  restrictions  shall be  forfeited;  provided,  however,  that,  the
Committee  may  (a)  provide  in  any  Restricted  Stock  Award  Agreement  that
restrictions  or  forfeiture  conditions  relating to  Restricted  Stock will be
waived in whole or in part in the event of terminations resulting from specified
causes,  and (b) in  other  cases  waive in  whole  or in part  restrictions  or
forfeiture conditions relating to Restricted Stock.

6.4 Certificates for Restricted Stock.  Restricted Stock granted pursuant to the
Plan may be  evidenced  in such  manner as the  Committee  shall  determine.  If
certificates  representing shares of Restricted Stock are registered in the name
of the Participant,  certificates  must bear an appropriate  legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock, and
the  Company  may,  at  its  discretion,   retain  physical  possession  of  the
certificate until such time as all applicable restrictions lapse.

ARTICLE 7


                            STOCK APPRECIATION RIGHTS

7.1      Grant of Stock Appreciation Rights.

(a) A Stock Appreciation Right may be granted to any Participant selected by the
Committee.  A Stock  Appreciation  Right  shall be  subject  to such  terms  and
conditions  not  inconsistent  with the Plan as the  Committee  shall impose and
shall be evidenced by an Award Agreement.

(b) A Stock  Appreciation  Right shall entitle the  Participant (or other person
entitled  to  exercise  the Stock  Appreciation  Right  pursuant to the Plan) to
exercise  all or a  specified  portion of the Stock  Appreciation  Right (to the
extent then  exercisable  pursuant to its terms) and to receive from the Company
an amount equal to the product of (i) the excess of (A) the Fair Market Value of
the Stock on the date the Stock  Appreciation  Right is  exercised  over (B) the
Fair  Market  Value of the  Stock on the date the Stock  Appreciation  Right was
granted  and (ii) the number of shares of Stock with  respect to which the Stock
Appreciation  Right is exercised,  subject to any  limitations the Committee may
impose.

7.2      Payment and Limitations on Exercise.

(a) Payment of the amounts  determined  under  Section  7.1(b) above shall be in
cash,  in Stock  (based  on its  Fair  Market  Value  as of the  date the  Stock
Appreciation  Right is exercised) or a combination of both, as determined by the
Committee in the Award Agreement.

(b) To the extent payment for a Stock  Appreciation Right is to be made in cash,
the  Award  Agreement  shall,  to  the  extent  necessary  to  comply  with  the
requirements to Section 409A of the Code,  specify the date of payment which may
be different than the date of exercise of the Stock  Appreciation  Right. If the
date of  payment  for a Stock  Appreciation  Right  is  later  than  the date of
exercise,  the Award  Agreement may specify that the  Participant be entitled to
earnings on such amount until paid.

(c) To the extent any payment  under  Section  7.1(b) is  effected in Stock,  it
shall be made  subject  to  satisfaction  of all  provisions  of Article 5 above
pertaining to Options.

ARTICLE 8

                              OTHER TYPES OF AWARDS

8.1 Performance Share Awards.  Any Participant  selected by the Committee may be
granted one or more  Performance  Share awards which shall be  denominated  in a
number  of  shares  of Stock  and  which may be linked to any one or more of the
Performance   Criteria  or  other  specific   performance   criteria  determined
appropriate by the Committee,  in each case on a specified date or dates or over
any  period  or  periods   determined   by  the   Committee.   In  making   such
determinations,  the Committee  shall  consider  (among such other factors as it
deems  relevant  in light of the  specific  type of  award)  the  contributions,
responsibilities and other compensation of the particular Participant.

8.2 Performance  Stock Units.  Any Participant  selected by the Committee may be
granted one or more Performance  Stock Unit awards which shall be denominated in
unit equivalent of shares of Stock and/or units of value including  dollar value
of shares of Stock and which may be linked to any one or more of the Performance
Criteria or other specific  performance  criteria determined  appropriate by the
Committee,  in each  case on a  specified  date or dates or over any  period  or
periods  determined  by  the  Committee.  In  making  such  determinations,  the
Committee shall consider (among such other factors as it deems relevant in light
of the specific  type of award) the  contributions,  responsibilities  and other
compensation of the particular Participant.

8.3 Performance Award. Any Participant  selected by the Committee may be granted
a Performance  Award. The value of such Performance  Awards may be linked to any
one or more of the Performance  Criteria or other specific  performance criteria
determined  appropriate  by the  Committee,  in each case on a specified date or
dates or over any Performance Period determined by the Committee. In making such
determinations,  the Committee  shall  consider  (among such other factors as it
deems  relevant  in light of the  specific  type of  award)  the  contributions,
responsibilities and other compensation of the Participant.

8.4      Dividend Equivalents.

(a)  Any  Participant   selected  by  the  Committee  may  be  granted  Dividend
Equivalents  based on the  dividends  declared  on the  shares of Stock that are
subject to any Award,  to be credited as of dividend  payment dates,  during the
period  between  the  date  the  Award is  granted  and the  date  the  Award is
exercised,  vests or expires,  as  determined  by the  Committee.  Such Dividend
Equivalents  shall be  converted to cash or  additional  shares of Stock by such
formula and at such time and subject to such limitations as may be determined by
the Committee.

(b)  Dividend  Equivalents  granted  with  respect  to  Options or SARs that are
intended to be Qualified  Performance-Based  Compensation shall be payable, with
respect to  pre-exercise  periods,  regardless  of whether such Option or SAR is
subsequently exercised.


8.5 Stock Payments.  Any Participant selected by the Committee may receive Stock
Payments in the manner determined from time to time by the Committee;  provided,
that unless  otherwise  determined by the Committee such Stock Payments shall be
made in lieu of base salary, bonus, or other cash compensation otherwise payable
to such  Participant.  The number of shares shall be determined by the Committee
and may be based  upon the  Performance  Criteria  or  other  specific  criteria
determined  appropriate  by the  Committee,  determined  on the date such  Stock
Payment is made or on any date thereafter.

8.6 Deferred Stock. Any Participant  selected by the Committee may be granted an
award  of  Deferred  Stock in the  manner  determined  from  time to time by the
Committee.  The number of shares of Deferred  Stock shall be  determined  by the
Committee  and may be  linked  to the  Performance  Criteria  or other  specific
criteria  determined  to be  appropriate  by the  Committee,  in each  case on a
specified  date or  dates  or over  any  period  or  periods  determined  by the
Committee.  Stock underlying a Deferred Stock award will not be issued until the
Deferred Stock award has vested,  pursuant to a vesting schedule or criteria set
by the Committee.  Unless  otherwise  provided by the  Committee,  a Participant
awarded  Deferred  Stock  shall  have no rights as a  Company  stockholder  with
respect to such Deferred  Stock until such time as the Deferred  Stock Award has
vested and the Stock underlying the Deferred Stock Award has been issued.

8.7  Restricted  Stock  Units.  The  Committee is  authorized  to make Awards of
Restricted  Stock Units to any  Participant  selected by the  Committee  in such
amounts and subject to such terms and conditions as determined by the Committee.
At the time of grant, the Committee shall specify the date or dates on which the
Restricted  Stock Units shall become fully  vested and  nonforfeitable,  and may
specify  such  conditions  to  vesting as it deems  appropriate.  At the time of
grant, the Committee shall specify the maturity date applicable to each grant of
Restricted  Stock Units which shall be no earlier than the vesting date or dates
of the  Award and may be  determined  at the  election  of the  grantee.  On the
maturity date, the Company shall transfer to the Participant  one  unrestricted,
fully transferable share of Stock for each Restricted Stock Unit scheduled to be
paid out on such date and not previously forfeited.  The Committee shall specify
the  purchase  price,  if any, to be paid by the grantee to the Company for such
shares of Stock.

8.8  Term.  Except  as  otherwise  provided  herein,  the  term of any  Award of
Performance  Shares,  Performance  Stock  Units,  Dividend  Equivalents,   Stock
Payments,  Deferred  Stock,  or  Restricted  Stock  Units  shall  be  set by the
Committee in its discretion.

8.9 Exercise or Purchase  Price.  The  Committee  may  establish the exercise or
purchase price, if any, of any Award of Performance  Shares,  Performance  Stock
Units,  Deferred Stock,  Stock Payments,  or Restricted  Stock Units;  provided,
however,  that  such  price  shall  not be less than the par value of a share of
Stock, unless otherwise permitted by applicable state law.

8.10 Exercise upon Termination of Employment or Service. An Award of Performance
Shares,  Performance Stock Units,  Dividend  Equivalents,  Deferred Stock, Stock
Payments,  and Restricted Stock Units shall only be exercisable or payable while
the  Participant  is an  Employee,  Consultant  or a  member  of the  Board,  as
applicable;  provided,  however,  that the  Committee  in its sole and  absolute
discretion may provide that an Award of Performance  Shares,  Performance  Stock
Units, Dividend Equivalents, Stock Payments, Deferred Stock, or Restricted Stock
Units may be exercised or paid  subsequent  to a  termination  of  employment or
service,  as  applicable,  or following a Change of Control of the  Company,  or
because of the Participant's retirement, death or disability, or otherwise.

8.11 Form of Payment.  Payments  with respect to any Awards  granted  under this
Article  8 shall  be made in  cash,  in  Stock  or a  combination  of  both,  as
determined by the Committee.

         Award  Agreement.  All Awards  under this Article 8 shall be subject to
such additional terms and conditions as determined by the Committee and shall be
evidenced by an Award Agreement.

ARTICLE 9

                            PERFORMANCE-BASED AWARDS

9.1  Purpose.  The  purpose of this  Article 9 is to provide the  Committee  the
ability  to qualify  Awards  other than  Options  and SARs and that are  granted
pursuant to Articles 6 and 8 as Qualified Performance-Based Compensation. If the
Committee,  in its discretion,  decides to grant a Performance-Based  Award to a
Covered  Employee,  the  provisions  of this  Article 9 shall  control  over any
contrary  provision  contained in Articles 6 or 8; provided,  however,  that the
Committee  may in its  discretion  grant  Awards to Covered  Employees  or other
Participants  that are based on Performance  Criteria or  Performance  Goals but
that do not satisfy the requirements of this Article 9.

9.2  Applicability.  This Article 9 shall apply only to those Covered  Employees
selected by the Committee to receive  Performance-Based  Awards. The designation
of a Covered Employee as a Participant for a Performance Period shall not in any
manner  entitle the  Participant  to receive an Award for the period.  Moreover,
designation of a Covered Employee as a Participant for a particular  Performance
Period shall not require  designation of such Covered  Employee as a Participant
in any subsequent  Performance Period and designation of one Covered Employee as
a Participant shall not require  designation of any other Covered Employees as a
Participant in such period or in any other period.

9.3 Procedures with Respect to Performance-Based Awards. To the extent necessary
to comply with the  Qualified  Performance-Based  Compensation  requirements  of
Section  162(m)(4)(C)  of the Code,  with  respect  to any Award  granted  under
Articles 6 and 8 which may be granted to one or more Covered Employees, no later
than ninety (90) days following the  commencement of any fiscal year in question
or any other  designated  fiscal period or period of service (or such other time
as may be required or permitted by Section  162(m) of the Code),  the  Committee
shall, in writing,  (a) designate one or more Covered Employees,  (b) select the
Performance  Criteria  applicable to the Performance  Period,  (c) establish the
Performance  Goals,  and amounts of such  Awards,  as  applicable,  which may be
earned for such Performance  Period,  and (d) specify the  relationship  between
Performance  Criteria and the Performance  Goals and the amounts of such Awards,
as  applicable,  to be  earned by each  Covered  Employee  for such  Performance
Period. Following the completion of each Performance Period, the Committee shall
certify in writing whether the applicable  Performance  Goals have been achieved
for such  Performance  Period.  In  determining  the amount  earned by a Covered
Employee,  the Committee shall have the right to reduce or eliminate (but not to
increase)  the  amount  payable  at a given  level of  performance  to take into
account  additional  factors  that  the  Committee  may  deem  relevant  to  the
assessment of individual or corporate performance for the Performance Period.

9.4  Payment of  Performance-Based  Awards.  Unless  otherwise  provided  in the
applicable Award  Agreement,  a Participant must be employed by the Company or a
Subsidiary on the day a  Performance-Based  Award for such Performance Period is
paid to the Participant. Furthermore, a Participant shall be eligible to receive
payment pursuant to a  Performance-Based  Award for a Performance Period only if
the  Performance  Goals for such period are achieved.  In determining the amount
earned under a  Performance-Based  Award,  the Committee may reduce or eliminate
the amount of the Performance-Based  Award earned for the Performance Period, if
in  its  sole  and  absolute  discretion,   such  reduction  or  elimination  is
appropriate.

9.5 Additional Limitations. Notwithstanding any other provision of the Plan, any
Award  which is granted to a Covered  Employee  and is  intended  to  constitute
Qualified  Performance-Based  Compensation  shall be subject  to any  additional
limitations  set forth in Section 162(m) of the Code (including any amendment to
Section 162(m) of the Code) or any regulations or rulings issued thereunder that
are requirements for qualification as qualified  performance-based  compensation
as described in Section  162(m)(4)(C)  of the Code, and the Plan shall be deemed
amended to the extent necessary to conform to such requirements.

ARTICLE 10

                         PROVISIONS APPLICABLE TO AWARDS

10.1 Stand-Alone and Tandem Awards.  Awards granted pursuant to the Plan may, in
the discretion of the Committee,  be granted either alone, in addition to, or in
tandem with,  any other Award granted  pursuant to the Plan.  Awards  granted in
addition  to or in tandem  with other  Awards may be granted  either at the same
time as or at a different time from the grant of such other Awards.

10.2  Award  Agreement.  Awards  under  the  Plan  shall be  evidenced  by Award
Agreements  that set forth the terms,  conditions and limitations for each Award
which may include the term of an Award,  the provisions  applicable in the event
the Participant's employment or service terminates,  and the Company's authority
to  unilaterally or bilaterally  amend,  modify,  suspend,  cancel or rescind an
Award.

10.3 Limits on Transfer.  No right or interest of a Participant in any Award may
be pledged,  encumbered,  or hypothecated to or in favor of any party other than
the Company or a  Subsidiary,  or shall be subject to any lien,  obligation,  or
liability  of such  Participant  to any other  party other than the Company or a
Subsidiary.  Except as otherwise  provided by the  Committee,  no Award shall be
assigned,  transferred,  or otherwise disposed of by a Participant other than by
will or the laws of descent and distribution. The Committee by express provision
in the  Award  or an  amendment  thereto  may  permit  an Award  (other  than an
Incentive Stock Option) to be transferred  to,  exercised by and paid to certain
persons or entities  related to the  Participant,  including  but not limited to
members of the Participant's family, charitable institutions, or trusts or other
entities  whose   beneficiaries   or  beneficial   owners  are  members  of  the
Participant's family and/or charitable institutions, or to such other persons or
entities  as may be  expressly  approved  by the  Committee,  pursuant  to  such
conditions and procedures as the Committee may establish. Any permitted transfer
shall  be  subject  to  the  condition  that  the  Committee   receive  evidence
satisfactory  to it that the  transfer  is  being  made for  estate  and/or  tax
planning  purposes (or to a "blind trust" in connection  with the  Participant's
termination  of employment or service with the Company or a Subsidiary to assume
a position with a governmental,  charitable,  educational or similar  non-profit
institution)  and on a basis  consistent  with  the  Company's  lawful  issue of
securities.

10.4  Beneficiaries.  Notwithstanding  Section 10.3, a  Participant  may, in the
manner  determined by the  Committee,  designate a  beneficiary  to exercise the
rights of the  Participant and to receive any  distribution  with respect to any
Award  upon the  Participant's  death.  A  beneficiary,  legal  guardian,  legal
representative,  or other  person  claiming  any rights  pursuant to the Plan is
subject  to all  terms  and  conditions  of the  Plan  and any  Award  Agreement
applicable to the Participant, except to the extent the Plan and Award Agreement
otherwise  provide,  and to any  additional  restrictions  deemed  necessary  or
appropriate  by the  Committee.  If the  Participant is married and resides in a
community property state, a designation of a person other than the Participant's
spouse  as  his  or  her  beneficiary  with  respect  to  more  than  50% of the
Participant's  interest  in the Award shall not be  effective  without the prior
written  consent  of  the  Participant's  spouse.  If no  beneficiary  has  been
designated  or survives  the  Participant,  payment  shall be made to the person
entitled thereto pursuant to the  Participant's  will or the laws of descent and
distribution. Subject to the foregoing, a beneficiary designation may be changed
or revoked by a  Participant  at any time  provided the change or  revocation is
filed with the Committee.

10.5 Stock Certificates.  Notwithstanding  anything herein to the contrary,  the
Company  shall not be required to issue or deliver any  certificates  evidencing
shares of Stock  pursuant  to the  exercise  of any Award,  unless and until the
Board has determined,  with advice of counsel, that the issuance and delivery of
such  certificates  is in compliance  with all applicable  laws,  regulations of
governmental authorities and, if applicable, the requirements of any exchange on
which the shares of Stock are listed or traded. All Stock certificates delivered
pursuant  to  the  Plan  are  subject  to any  stop-transfer  orders  and  other
restrictions  as the  Committee  deems  necessary  or  advisable  to comply with
federal,  state, or foreign  jurisdiction,  securities or other laws,  rules and
regulations  and the rules of any  national  securities  exchange  or  automated
quotation system on which the Stock is listed,  quoted, or traded. The Committee
may place legends on any Stock certificate to reference restrictions  applicable
to the Stock. In addition to the terms and conditions provided herein, the Board
may require that a Participant make such reasonable covenants,  agreements,  and
representations  as the Board,  in its  discretion,  deems advisable in order to
comply with any such laws,  regulations,  or  requirements.  The Committee shall
have the right to require  any  Participant  to comply  with any timing or other
restrictions with respect to the settlement or exercise of any Award,  including
a  window-period  limitation,  as  may  be  imposed  in  the  discretion  of the
Committee.

10.6 Paperless Exercise.  In the event that the Company establishes,  for itself
or using the services of a third party, an automated  system for the exercise of
Awards,  such as a  system  using  an  internet  website  or  interactive  voice
response,  then  the  paperless  exercise  of  Awards  by a  Participant  may be
permitted through the use of such an automated system.

ARTICLE 11

                          CHANGES IN CAPITAL STRUCTURE

11.1 Adjustments.  In the event of any stock dividend,  stock split, combination
or exchange of shares,  merger,  consolidation,  spin-off,  recapitalization  or
other  distribution  (other  than normal cash  dividends)  of Company  assets to
stockholders,  or any other  change  affecting  the shares of Stock or the share
price of the Stock, the Committee shall make such proportionate adjustments,  if
any, as the Committee in its  discretion  may deem  appropriate  to reflect such
change with respect to (a) the  aggregate  number and kind of shares that may be
issued  under  the Plan  (including,  but not  limited  to,  adjustments  of the
limitations  in  Sections  3.1 and 3.3);  (b) the terms  and  conditions  of any
outstanding Awards (including,  without limitation,  any applicable  performance
targets or criteria with respect  thereto);  and (c) the grant or exercise price
per share for any outstanding Awards under the Plan. Any adjustment affecting an
Award  intended  as  Qualified  Performance-Based  Compensation  shall  be  made
consistent with the requirements of Section 162(m) of the Code.

11.2 Change of Control.  In the event of any  transaction or event  described in
Section 11.1 or any unusual or nonrecurring transactions or events affecting the
Company,  any  affiliate  of the Company,  or the  financial  statements  of the
Company or any  affiliate,  or of changes in  applicable  laws,  regulations  or
accounting principles,  the Committee, in its sole and absolute discretion,  and
on such terms and conditions as it deems appropriate, either by the terms of the
Award or by action taken prior to the  occurrence of such  transaction  or event
and either automatically or upon the Participant's request, is hereby authorized
to take  any  one or  more  of the  following  actions  whenever  the  Committee
determines  that such  action is  appropriate  in order to prevent  dilution  or
enlargement of the benefits or potential  benefits intended to be made available
under the Plan or with respect to any Award under the Plan, to  facilitate  such
transactions or events or to give effect to such changes in laws, regulations or
principles:

(i) To provide for either (A)  termination  of any such Award in exchange for an
amount of cash,  if any,  equal to the amount that would have been attained upon
the exercise of such Award or realization of the Participant's  rights (and, for
the avoidance of doubt,  if as of the date of the occurrence of the  transaction
or event  described in this Section 11.2 the Committee  determines in good faith
that no amount  would  have been  attained  upon the  exercise  of such Award or
realization of the  Participant's  rights,  then such Award may be terminated by
the Company  without  payment) or (B) the  replacement  of such Award with other
rights or property selected by the Committee in its sole discretion;

(ii) To  provide  that  such  Award be  assumed  by the  successor  or  survivor
corporation,  or a parent or subsidiary  thereof, or shall be substituted for by
similar  options,  rights  or awards  covering  the  stock of the  successor  or
survivor  corporation,  or a parent  or  subsidiary  thereof,  with  appropriate
adjustments as to the number and kind of shares and prices;

(iii) To make  adjustments  in the number and type of shares of Common Stock (or
other securities or property) subject to outstanding  Awards,  and in the number
and kind of outstanding  Restricted  Stock or Deferred Stock and/or in the terms
and  conditions of  (including  the grant or exercise  price),  and the criteria
included in,  outstanding  options,  rights and awards and  options,  rights and
awards which may be granted in the future;

(iv) To provide that such Award shall be  exercisable or payable or fully vested
with  respect to all shares  covered  thereby,  notwithstanding  anything to the
contrary in the Plan or the applicable Award Agreement; and

(v) To provide that the Award cannot vest, be exercised or become  payable after
such event.

11.3 Outstanding Awards - Certain Mergers. Subject to any required action by the
stockholders  of the  Company,  in the  event  that  the  Company  shall  be the
surviving  corporation  in any  merger  or  consolidation  (except  a merger  or
consolidation  as a result of which  the  holders  of  shares  of Stock  receive
securities of another  corporation),  each Award outstanding on the date of such
merger or  consolidation  shall  pertain to and apply to the  securities  that a
holder of the  number  of  shares of Stock  subject  to such  Award  would  have
received in such merger or consolidation.

11.4 Outstanding Awards - Other Changes. In the event of any other change in the
capitalization of the Company or corporate change other than those  specifically
referred to in this Article 11, the Committee  may, in its absolute  discretion,
make such  adjustments  in the  number  and kind of  shares or other  securities
subject to Awards outstanding on the date on which such change occurs and in the
per share grant or exercise  price of each Award as the  Committee  may consider
appropriate to prevent dilution or enlargement of rights.

11.5 No Other Rights.  Except as expressly  provided in the Plan, no Participant
shall have any rights by reason of any subdivision or consolidation of shares of
stock of any class, the payment of any dividend, any increase or decrease in the
number of shares of stock of any class or any dissolution,  liquidation, merger,
or  consolidation of the Company or any other  corporation.  Except as expressly
provided in the Plan or pursuant to action of the  Committee  under the Plan, no
issuance  by the  Company  of  shares  of  stock  of any  class,  or  securities
convertible into shares of stock of any class,  shall affect,  and no adjustment
by reason  thereof  shall be made with respect to, the number of shares of Stock
subject to an Award or the grant or exercise price of any Award.

ARTICLE 12

                                 ADMINISTRATION

12.1 Committee.  The Plan shall be administered by the Compensation Committee of
the Board;  provided,  however that the Compensation Committee may delegate to a
committee  of one or more  members of the Board the  authority to grant or amend
Awards to Participants  other than (a) senior  executives of the Company who are
subject  to  Section  16 of  the  Exchange  Act or (b)  Covered  Employees.  The
Committee shall consist of at least two  individuals,  each of whom qualifies as
(x) a  Non-Employee  Director,  and (y) an "outside  director"  pursuant to Code
Section 162(m) and the regulations issued thereunder. Reference to the Committee
shall refer to the Board if the  Compensation  Committee ceases to exist and the
Board does not appoint a successor  Committee.  Reference to the Committee shall
refer to the Board if the  Compensation  Committee ceases to exist and the Board
does not appoint a successor Committee. In its sole discretion, the Board may at
any time and from time to time  exercise  any and all  rights  and duties of the
Committee  under the Plan except with respect to matters  which under Rule 16b-3
under the  Exchange Act or Section  162(m) of the Code,  or any  regulations  or
rules issued thereunder, are required to be determined in the sole discretion of
the  Committee.  Notwithstanding  the  foregoing,  the full  Board,  acting by a
majority of its members in office,  shall conduct the general  administration of
the Plan with  respect  to  Awards  granted  to  Independent  Directors  and for
purposes  of such  Awards  the term  "Committee"  as used in this Plan  shall be
deemed to refer to the Board.

12.2 Action by the  Committee.  A majority of the Committee  shall  constitute a
quorum.  The acts of a majority of the members present at any meeting at which a
quorum is present,  and acts  approved in writing by a majority of the Committee
in lieu of a meeting, shall be deemed the acts of the Committee.  Each member of
the  Committee  is entitled  to, in good  faith,  rely or act upon any report or
other  information  furnished to that member by any officer or other employee of
the  Company or any  Subsidiary,  the  Company's  independent  certified  public
accountants,  or any executive  compensation  consultant  or other  professional
retained by the Company to assist in the administration of the Plan.

12.3  Authority of Committee.  Subject to any specific  designation in the Plan,
the Committee has the exclusive power, authority and discretion to:

(a) Designate Participants to receive Awards;

(b) Determine the type or types of Awards to be granted to each Participant;

(c)  Determine  the number of Awards to be  granted  and the number of shares of
Stock to which an Award will relate;

(d)  Determine the terms and  conditions  of any Award  granted  pursuant to the
Plan,  including,  but not limited  to, the  exercise  price,  grant  price,  or
purchase price,  any  restrictions or limitations on the Award, any schedule for
lapse of forfeiture  restrictions or restrictions  on the  exercisability  of an
Award,  and  accelerations  or  waivers  thereof,   any  provisions  related  to
non-competition  and  recapture of gain on an Award,  based in each case on such
considerations  as the Committee in its sole  discretion  determines;  provided,
however,  that the  Committee  shall not have the  authority to  accelerate  the
vesting or waive the forfeiture of any Performance-Based Awards;

(e) Determine  whether,  to what extent,  and pursuant to what  circumstances an
Award may be settled in, or the exercise price of an Award may be paid in, cash,
Stock, other Awards, or other property, or an Award may be canceled,  forfeited,
or surrendered;

(f) Prescribe the form of each Award Agreement,  which need not be identical for
each Participant;

(g) Decide all other  matters  that must be  determined  in  connection  with an
Award;

(h)  Establish,  adopt,  or  revise  any rules  and  regulations  as it may deem
necessary or advisable to administer the Plan;

(i) Interpret the terms of, and any matter arising  pursuant to, the Plan or any
Award Agreement; and

(j) Make all other decisions and determinations that may be required pursuant to
the Plan or as the  Committee  deems  necessary or advisable to  administer  the
Plan.

12.4 Decisions Binding.  The Committee's  interpretation of the Plan, any Awards
granted  pursuant  to the  Plan,  any  Award  Agreement  and all  decisions  and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

ARTICLE 13

                          EFFECTIVE AND EXPIRATION DATE

13.1 Effective Date;  Effect of Approval on Prior Plan. The Plan is effective as
of the date the Plan is approved by the Company's  stockholders  (the "Effective
Date").  The Plan  will be  deemed  to be  approved  by the  stockholders  if it
receives  the  affirmative  vote of the  holders of a majority  of the shares of
stock of the Company  present or  represented  and entitled to vote at a meeting
duly held in accordance with the applicable  provisions of the Company's Bylaws.
No additional awards will be made under the Prior Plan on or after the Effective
Date.

13.2  Expiration  Date.  The Plan will  expire  on,  and no Award may be granted
pursuant to the Plan after,  the tenth  anniversary  of the Effective  Date. Any
Awards that are outstanding on the tenth anniversary of the Effective Date shall
remain  in force  according  to the terms of the Plan and the  applicable  Award
Agreement.



ARTICLE 14

                    AMENDMENT, MODIFICATION, AND TERMINATION

14.1 Amendment,  Modification,  And Termination.  Subject to Section 15.14, with
the approval of the Board,  at any time and from time to time, the Committee may
terminate,  amend or modify the Plan; provided,  however, that (a) to the extent
necessary and desirable to comply with any applicable law, regulation,  or stock
exchange  rule,  the  Company  shall  obtain  stockholder  approval  of any Plan
amendment in such a manner and to such a degree as required, and (b) stockholder
approval is required for any amendment to the Plan that (i) increases the number
of shares  available  under the Plan (other than any  adjustment  as provided by
Article 11), (ii) permits the Committee to grant Options with an exercise  price
that is below  Fair  Market  Value  on the  date of  grant,  (iii)  permits  the
Committee to extend the exercise  period for an Option beyond ten years from the
date of grant, or (iv) results in a material increase in benefits or a change in
eligibility  requirements.  Notwithstanding  any  provision  in this Plan to the
contrary,  absent approval of the stockholders of the Company,  no Option may be
amended to reduce  the per share  exercise  price of the shares  subject to such
Option below the per share  exercise  price as of the date the Option is granted
and,  except as  permitted  by Article  11, no Option may be granted in exchange
for, or in connection  with, the cancellation or surrender of an Option having a
higher per share exercise price.

14.2 Awards Previously Granted.  Except with respect to amendments made pursuant
to Section 15.14, no termination,  amendment,  or modification of the Plan shall
adversely  affect in any material way any Award  previously  granted pursuant to
the Plan without the prior written consent of the Participant.

ARTICLE 15

                               GENERAL PROVISIONS

15.1 No Rights to Awards. No Participant,  employee,  or other person shall have
any claim to be granted any Award  pursuant to the Plan, and neither the Company
nor the  Committee  is  obligated to treat  Participants,  employees,  and other
persons uniformly.

15.2 No Stockholders Rights. No Award gives the Participant any of the rights of
a stockholder of the Company unless and until shares of Stock are in fact issued
to such person in connection with such Award.

15.3 Withholding. The Company or any Subsidiary shall have the authority and the
right to deduct or withhold,  or require a Participant  to remit to the Company,
an  amount  sufficient  to  satisfy  federal,  state,  local and  foreign  taxes
(including the Participant's  employment tax obligations)  required by law to be
withheld with respect to any taxable event concerning a Participant arising as a
result of this Plan. The Committee may in its discretion and in  satisfaction of
the  foregoing  requirement  allow a  Participant  to elect to have the  Company
withhold shares of Stock otherwise  issuable under an Award (or allow the return
of shares of Stock)  having a Fair Market Value equal to the sums required to be
withheld.  Notwithstanding any other provision of the Plan, the number of shares
of Stock which may be withheld with respect to the issuance,  vesting,  exercise
or payment of any Award (or which may be  repurchased  from the  Participant  of
such Award  within six months  after such  shares of Stock were  acquired by the
Participant  from the  Company) in order to satisfy the  Participant's  federal,
state,  local and foreign income and payroll tax liabilities with respect to the
issuance,  vesting,  exercise  or payment  of the Award  shall be limited to the
number of shares  which have a Fair Market Value on the date of  withholding  or
repurchase  equal  to the  aggregate  amount  of such  liabilities  based on the
minimum statutory withholding rates for federal, state, local and foreign income
tax and payroll tax purposes that are  applicable to such  supplemental  taxable
income.

15.4 No  Right to  Employment  or  Services.  Nothing  in the Plan or any  Award
Agreement  shall  interfere with or limit in any way the right of the Company or
any  Subsidiary  to terminate  any  Participant's  employment or services at any
time,  nor confer  upon any  Participant  any right to continue in the employ or
service of the Company or any Subsidiary.

15.5 Unfunded  Status of Awards.  The Plan is intended to be an "unfunded"  plan
for  incentive  compensation.  With  respect to any  payments  not yet made to a
Participant  pursuant to an Award,  nothing  contained  in the Plan or any Award
Agreement shall give the Participant any rights that are greater than those of a
general creditor of the Company or any Subsidiary.


15.6  Indemnification.  To the extent allowable pursuant to applicable law, each
member of the Committee or of the Board shall be  indemnified  and held harmless
by the Company from any loss,  cost,  liability,  or expense that may be imposed
upon or reasonably  incurred by such member in connection with or resulting from
any claim,  action,  suit, or proceeding to which he or she may be a party or in
which he or she may be  involved  by reason  of any  action  or  failure  to act
pursuant to the Plan and against and from any and all amounts paid by him or her
in satisfaction of judgment in such action,  suit, or proceeding  against him or
her; provided he or she gives the Company an opportunity, at its own expense, to
handle and defend the same before he or she  undertakes  to handle and defend it
on his or her own behalf.  The foregoing right of  indemnification  shall not be
exclusive  of any other rights of  indemnification  to which such persons may be
entitled pursuant to the Company's  Certificate of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

15.7  Relationship to other Benefits.  No payment  pursuant to the Plan shall be
taken  into  account  in  determining  any  benefits  pursuant  to any  pension,
retirement,  savings, profit sharing, group insurance,  welfare or other benefit
plan of the Company or any Subsidiary  except to the extent otherwise  expressly
provided in writing in such other plan or an agreement thereunder.

15.8 Expenses. The expenses of administering the Plan shall be borne by the
Company and its Subsidiaries.

15.9 Titles and  Headings.  The titles and  headings of the Sections in the Plan
are for  convenience  of reference  only and, in the event of any conflict,  the
text of the Plan, rather than such titles or headings, shall control.

15.10 Fractional  Shares.  No fractional shares of Stock shall be issued and the
Committee shall  determine,  in its  discretion,  whether cash shall be given in
lieu of fractional  shares or whether such fractional shares shall be eliminated
by rounding up or down as appropriate.

15.11 Limitations  Applicable to Section 16 Persons.  Notwithstanding  any other
provision  of the  Plan,  the Plan,  and any Award  granted  or  awarded  to any
Participant  who is then  subject to Section 16 of the  Exchange  Act,  shall be
subject to any additional limitations set forth in any applicable exemptive rule
under  Section 16 of the Exchange  Act  (including  any  amendment to Rule 16b-3
under  the  Exchange  Act) that are  requirements  for the  application  of such
exemptive  rule. To the extent  permitted by applicable law, the Plan and Awards
granted or awarded  hereunder shall be deemed amended to the extent necessary to
conform to such applicable exemptive rule.

15.12  Government and Other  Regulations.  The obligation of the Company to make
payment of awards in Stock or otherwise shall be subject to all applicable laws,
rules, and regulations,  and to such approvals by government  agencies as may be
required.  The Company shall be under no obligation to register  pursuant to the
Securities Act of 1933, as amended,  any of the shares of Stock paid pursuant to
the Plan. If the shares paid  pursuant to the Plan may in certain  circumstances
be exempt from registration  pursuant to the Securities Act of 1933, as amended,
the Company may  restrict the transfer of such shares in such manner as it deems
advisable to ensure the availability of any such exemption.

15.13  Governing  Law. The Plan and all Award  Agreements  shall be construed in
accordance with and governed by the laws of the State of Delaware.

15.14 Section 409A. To the extent that the Committee  determines  that any Award
granted  under  the Plan is  subject  to  Section  409A of the  Code,  the Award
Agreement  evidencing  such Award  shall  incorporate  the terms and  conditions
required by Section  409A of the Code.  To the extent  applicable,  the Plan and
Award  Agreements  shall be interpreted  in accordance  with Section 409A of the
Code and  Department of Treasury  regulations  and other  interpretive  guidance
issued  thereunder,  including without  limitation any such regulations or other
guidance  that may be  issued  after the  Effective  Date.  Notwithstanding  any
provision of the Plan to the contrary, in the event that following the Effective
Date the Committee  determines  that any Award may be subject to Section 409A of
the Code and related Department of Treasury guidance  (including such Department
of Treasury  guidance as may be issued after the Effective  Date), the Committee
may adopt such  amendments  to the Plan and the  applicable  Award  Agreement or
adopt  other  policies  and  procedures  (including  amendments,   policies  and
procedures  with  retroactive  effect),  or take  any  other  actions,  that the
Committee  determines  are necessary or appropriate to (a) exempt the Award from
Section  409A of the Code and/or  preserve  the  intended  tax  treatment of the
benefits provided with respect to the Award, or (b) comply with the requirements
of Section 409A of the Code and related Department of Treasury guidance.

                                    * * * * *
I hereby  certify that the foregoing Plan was duly adopted by the
Board of Directors of Books-A-Million, Inc. on ____________ __, 2005.

                                    * * * * *
I hereby  certify  that the  foregoing  Plan was  approved by the
stockholders of Books-A-Million, Inc. on ____________ __, 2005.

               Executed on this ____ day of _______________, 2005.


_______________________________________________________________________________
                            Corporate Secretary

EX-10

                BOOKS-A-MILLION, INC. RESTRICTED STOCK AGREEMENT

                  THIS  AGREEMENT,  dated June 29, 2005 (the "Award  Date"),  is
made between Books-A-Million,  Inc., a Delaware corporation hereinafter referred
to as the  "Company,"  and  ______________,  an  employee  of the  Company  or a
Subsidiary of the Company, hereinafter referred to as the "Participant."

1. Definitions.  All capitalized terms used in this Agreement without definition
shall have the meanings  ascribed in the Company's 2005 Incentive Award Plan, as
amended from time to time (the "Plan").

2. Award of Restricted Stock.


         (a) Award. In consideration of the Participant's agreement to remain in
the employ of the Company,  and for other good and valuable  consideration which
the  Committee has  determined  exceeds the aggregate par value of the shares of
the common stock of the Company (the  "Common  Stock")  subject to the Award (as
defined below),  as of the Award Date, the Company issues to the Participant the
Award  described  in this  Agreement  (the  "Award").  The  number  of shares of
Restricted Stock (the "Shares")  subject to the Award (which shall be subject to
adjustment  in  accordance  with  Section  11 of the  Plan) is set  forth on the
signature page hereof.


         (b) Purchase  Price;  Book Entry Form. The purchase price of the Shares
is zero dollars ($0.00) per share.  The Shares will be issued in  uncertificated
form.  The Shares will be recorded in the name of the  Participant  in the books
and records of the Company's  transfer agent.  Upon vesting and the satisfaction
of  all   conditions  set  forth  in  Section  3(d),  the  Company  shall  cause
certificates representing the Shares to be issued to the Participant.


         (c) Plan.  The Award  granted  hereunder  is  subject  to the terms and
provisions of the Plan, including without limitation, Article 11 thereof.

3. Restrictions.

         (a)  Forfeiture.  Any Award which is not vested upon the  Participant's
termination of employment  shall thereupon be forfeited  immediately and without
any  further   action  by  the  Company.   For   purposes  of  this   Agreement,
"Restrictions"  shall mean the  restrictions on sale or other transfer set forth
in Section 4 and the exposure to forfeiture set forth in this Section 3(a).


         (b) Vesting  and Lapse of  Restrictions.  Subject to Sections  3(a) and
3(c), the Award shall vest and Restrictions  shall lapse with respect to 100% of
the  Shares  subject  to the Award  (rounded  down to the next  whole  number of
shares) on January 30, 2010,  provided in each case that the Participant remains
continuously  employed  in active  service  by the  Company  from the Award Date
through such date.


         (c)  Acceleration of Vesting.  Notwithstanding  Sections 3(a) and 3(b):
(i) the Award shall become fully vested and all Restrictions  applicable to such
award shall lapse in the event of a termination  of employment  resulting from a
Participant's  disability or death;  and (ii) the Award may, in the  Committee's
sole and absolute  discretion,  become vested and all Restrictions on such award
shall lapse in accordance  with Section 11.2 of the Plan. In connection with the
foregoing,  the Committee may make such  determinations and adopt such rules and
conditions as it, in its sole discretion,  deems  appropriate in connection with
such  acceleration of vesting and lapse of applicable  Restrictions,  including,
but not limited to,  provisions to ensure that any such  acceleration of vesting
and lapse of  Restrictions  shall be conditioned  upon the  consummation  of any
corporate transaction described in Sections 11.1 and 11.2 of the Plan.


         (d) Tax Withholding; Conditions to Issuance of Certificates.


                 (i) Notwithstanding Section 2(b), no such new certificate shall
be delivered to the Participant or his legal representative unless and until the
Participant or his legal  representative shall have paid to the Company the full
amount of all federal and state  withholding  or other taxes  applicable  to the
taxable  income of Participant  resulting from the grant of Restricted  Stock or
the lapse or removal of the Restrictions.


                 (ii)  Notwithstanding  Section  2(b),  the Company shall not be
required  to issue or deliver any  certificate  or  certificates  for any Shares
prior to the fulfillment of all of the following  conditions:  (A) the admission
of the Shares to listing on all stock  exchanges  on which such Common  Stock is
then listed,  (B) the completion of any  registration or other  qualification of
the Shares under any state or federal law or under rulings or regulations of the
SEC or other  governmental  regulatory  body,  which the Committee shall, in its
sole and absolute discretion, deem necessary and advisable, (C) the obtaining of
any approval or other  clearance from any state or federal  governmental  agency
that the Committee shall, in its absolute discretion,  determine to be necessary
or advisable and (D) the lapse of any such  reasonable  period of time following
the date the Restrictions lapse as the Committee may from time to time establish
for reasons of administrative convenience.


         (e) Section 83(b) Election.  Participant understands that Section 83(a)
of the Code taxes as ordinary income the difference  between the amount, if any,
paid for the shares of Common  Stock and the Fair Market Value of such shares at
the time the Restrictions on such shares lapse.  Participant  understands  that,
notwithstanding the preceding sentence, Participant may elect to be taxed at the
time of the Award  Date,  rather  that at the time the  Restrictions  lapse,  by
filing an election  under Section 83(b) of the Code (an "83(b)  Election")  with
the  Internal  Revenue  Service  within 30 days of the Award Date.  In the event
Participant files an 83(b) Election,  Participant will recognize ordinary income
in an amount equal to the  difference  between the amount,  if any, paid for the
shares of Common  Stock and the Fair Market Value of such shares as of the Award
Date.  Participant  further  understands  that an additional  copy of such 83(b)
Election form should be filed with his or her federal  income tax return for the
calendar  year  in  which  the  date  of  this  Agreement   falls.   Participant
acknowledges that the foregoing is only a summary of the effect of United States
federal income taxation with respect to the award of Restricted Stock hereunder,
and does not purport to be complete.  PARTICIPANT FURTHER  ACKNOWLEDGES THAT THE
COMPANY IS NOT RESPONSIBLE FOR FILING THE PARTICIPANT'S 83(b) ELECTION,  AND THE
COMPANY HAS  DIRECTED  PARTICIPANT  TO SEEK  INDEPENDENT  ADVICE  REGARDING  THE
APPLICABLE  PROVISIONS  OF THE CODE,  THE INCOME  TAX LAWS OF ANY  MUNICIPALITY,
STATE  OR  FOREIGN  COUNTRY  IN  WHICH  PARTICIPANT  MAY  RESIDE,  AND  THE  TAX
CONSEQUENCES OF PARTICIPANT'S DEATH.


  4. Restricted Stock Not  Transferable.  No Restricted Stock or any interest or
right  therein  or part  thereof  shall be liable for the  debts,  contracts  or
engagements of the Participant or his successors in interest or shall be subject
to  disposition  by transfer,  alienation,  anticipation,  pledge,  encumbrance,
assignment  or  any  other  means  whether  such  disposition  be  voluntary  or
involuntary or by operation of law by judgment, levy, attachment, garnishment or
any  other  legal  or  equitable  proceedings  (including  bankruptcy),  and any
attempted disposition thereof shall be null and void and of no effect; provided,
however,  that  this  Section  4  shall  not  prevent  transfers  by  will or by
applicable laws of descent and distribution.


5. Rights as Stockholder.  Except as otherwise  provided herein,  upon the Award
Date the Participant  shall have all the rights of a stockholder with respect to
said shares, subject to the Restrictions herein, including the right to vote the
shares and to receive all  dividends  or other  distributions  paid or made with
respect  to the  shares of  Restricted  Stock;  provided,  however,  that at the
discretion  of the Company,  and prior to the  delivery of shares of  Restricted
Stock,  the Participant  may be required to execute a stockholders  agreement in
such form as shall be determined by the Company.


6. Not a Contract of Employment.  Nothing in this Agreement or in the Plan shall
confer upon the  Participant  any right to continue in the employ of the Company
or any of its  Subsidiaries  or shall  interfere with or restrict in any way the
rights of the Company or its Subsidiaries,  which are hereby expressly reserved,
to discharge  the  Participant  at any time for any reason  whatsoever,  with or
without  cause,  except as may  otherwise  be provided by any written  agreement
entered into by and between the Company and the Participant.


7.  Governing  Law.  The  laws  of  the  State  of  Delaware  shall  govern  the
interpretation,  validity,  administration,  enforcement  and performance of the
terms of this  Agreement  regardless  of the law that  might  be  applied  under
principles of conflicts of laws.


8. Conformity to Securities Laws. The Participant acknowledges that the Plan and
this  Agreement  are  intended  to  conform  to the  extent  necessary  with all
provisions  of the  Securities  Act of  1933,  as  amended,  and the  Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  and  any  and all
regulations  and rules  promulgated  thereunder by the  Securities  and Exchange
Commission,  including  without  limitation  Rule 16b-3 under the Exchange  Act.
Notwithstanding anything herein to the contrary, the Plan shall be administered,
and the  Awards are  granted,  only in such a manner as to conform to such laws,
rules and  regulations.  To the extent permitted by applicable law, the Plan and
this  Agreement  shall be deemed  amended to the extent  necessary to conform to
such laws, rules and regulations.


9. Amendment,  Suspension and Termination. The Awards may be wholly or partially
amended or otherwise modified,  suspended or terminated at any time or from time
to time by the Committee or the Board,  provided,  that, except as may otherwise
be provided by the Plan,  neither the amendment,  suspension nor  termination of
this Agreement shall,  without the consent of the  Participant,  alter or impair
any rights or obligations under any Award.


10. Notices.  Notices required or permitted  hereunder shall be given in writing
and shall be deemed  effectively given upon personal delivery or upon deposit in
the United  States  mail by  certified  mail,  with  postage  and fees  prepaid,
addressed to the Participant to his address shown in the Company records, and to
the Company at its principal executive office.




                                   * * * * *


                  The Participant represents that he has read this Agreement and
the Plan and is familiar with the terms and provisions of each. The  Participant
acknowledges  that the Award is issued  pursuant to, and is subject to the terms
and conditions of, the Plan, and the  Participant  will be bound by the terms of
the Plan as if it were set forth  verbatim in this  Agreement.  The  Participant
agrees to comply with all rules the Company may  establish  with  respect to the
Plan.  The  Participant  agrees to accept as binding,  conclusive  and final all
decisions or  interpretations  of the  Committee  with respect to any  questions
arising under the Plan or this Agreement.  The Participant further  acknowledges
and agrees that this Agreement (and the Plan)  constitutes the entire  agreement
between the parties with respect to the Award and that this  Agreement  (and the
Plan) supersedes any and all prior agreements,  whether written or oral, between
the parties with respect to the Award.

                  IN WITNESS  WHEREOF,  this  Agreement  has been  executed  and
delivered by the parties hereto as of the date first set forth above.

BOOKS-A-MILLION, INC.                                PARTICIPANT


By: ___________________________                      ___________________________
Name:
Title:
                                                      Residence Address:
                                                      STREET1
                                                      STREET2
                                                      CITY, STATE ZIP
                                                      COUNTRY

                                                Aggregate number of shares of
                                                Restricted Stock subject to the
                                                Award: __________