TRANS WORLD ENTERTAINMENT
FORM OF RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement, dated as of , 1995 (the "Agreement"), is made by and between Trans World
Entertainment Corporation, a New York corporation (the "Company"), and (the "Employee").
WHEREAS, the Employee has been designated by the Compensation Committee of the Company's Board of
Directors (the "Committee") to participate in the Trans World Entertainment Corporation 1990 Restricted Stock
Plan (the "Plan"), which the Employee acknowledges receipt of;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto
agree as follows.
Capitalized terms used herein and not defined shall have the meanings set forth in the Plan.
1. Award of Shares. Pursuant to the provisions of the Plan, the terms of which are incorporated herein by
reference, the Employee is hereby awarded shares of Restricted Stock (the "Award"), subject to the terms and
conditions herein set forth.
2. Terms and Conditions. It is understood and agreed that the Award evidenced hereby is subject to the
following terms and conditions.
(a) Vesting of Award. Subject to the other terms and conditions of this Agreement and the Plan, this Award shall
become vested in one installment on ,expressly conditioned on complete years of continuous employment (such
yearly periods to be measured beginning , 1995); provided, however, that in accordance with and subject to the
Plan, the Committee may in its sole discretion accelerate the vesting of the Award or remove any restrictions
(b) Vesting on Death or Disability. In the event of the termination of the Employee's employment with the
Company for any reason whatsoever, all shares of Restricted Stock subject to the Award that have not vested in
accordance with Section 2(a) or 2(b) above shall be forfeited by the Employee and become the property of the
Company. If the Restricted Stock is forfeited, the Company shall be entitled to have t