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CFO Employment Agreement

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Sectors: Retail
Governing Law: New York, View New York State Laws
Effective Date: January 01, 2006
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Exhibit 10.24

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this " Agreement" ) is made as of August , 2006, by and between Burlington Coat Factory Warehouse Corporation, a Delaware corporation (the " Company" ), and Thomas J. Fitzgerald (" Executive" ). WHEREAS, the Company desires to employ Executive during the Employment Period, and Executive is willing to accept employment with the Company, on the terms and conditions set forth herein; and

WHEREAS, the agreements of Executive in Sections 5 , 6 and 7 are a material inducement to enter into this Agreement.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions . In this Agreement:

" Base Salary" has the meaning given to that term in Section 3(a) . " Board" means the Board of Directors of the Company.

" Cause" means Executive (i) is convicted of a felony or other crime involving dishonesty towards the Company or any of its Subsidiaries or material misuse of property of the Company or any of its Subsidiaries; (ii) engages in willful misconduct or fraud with respect to the Company or any of its Subsidiaries or any of their customers or suppliers or an intentional act of dishonesty or " disloyalty" (as interpreted by Delaware corporate law) in the course of Executive' s employment; (iii) refuses to perform Executive' s material obligations under this Agreement (except in connection with a Disability) as reasonably directed by the Board or the Company' s chief executive officer, which failure is not cured within 15 days after written notice thereof to Executive; (iv) misappropriates one or more of the Company' s or any of its Subsidiaries material assets or business opportunities; or (v) breaches Sections 5 , 6 or 7 hereof which breach, if capable of being cured, is not cured within 10 days of written notice thereof has been delivered to Executive. The Company may allow Executive an extension of time to cure a breach if the Board, in its sole discretion, determines that such extension is appropriate under the circumstances.

" Company" has the meaning set forth in the preamble above; provided , that references in Sections 5 , 6 and 7 hereof to the Company and its Subsidiaries include all predecessor entities which conducted the business that is the subject of the Merger.

" Confidential Information" has the meaning given to that term in Section 5(a).

" Court" has the meaning given to that term in Section 7(b). " Disability" means Executive' s inability to perform the essential duties, responsibilities and functions of Executive' s position with the Company and its Subsidiaries for

a continuous period of 180 days as a result of any mental or physical disability or incapacity, as determined under the definition of disability in the Company' s long-term disability plan so as to qualify Executive for benefits under the terms of that plan or as determined by an independent physician to the extent no such plan is then in effect. Executive shall cooperate in all respects with the Company if a question arises as to whether Executive has become disabled (including, without limitation, submitting to an examination by a medical doctor or other health care specialists selected by the Company and authorizing such medical doctor or such other health care specialist to discuss Executive' s condition with the Company).

" Employment Period" means the period commencing on September 25, 2006 (the " Commencement Date" ) and ending on the Expiration Date or such earlier date as contemplated in the proviso to Section 4(a) . " Expiration Date" means the first anniversary of the Commencement Date; or any subsequent anniversary of the Commencement Date if extended pursuant to the terms hereof; provided , that if a written notice is not given by the Company at least ninety (90) days prior to such anniversary (or any subsequent anniversary if this Agreement is extended) stating that such party is electing not to extend the Employment Period, then the Expiration Date will automatically be extended to the next anniversary of the date hereof.

" Expiration Year" means the calendar year in which the Employment Period expires.

" Good Reason" means the occurrence of any of the following events without the written consent of Executive: (i) a material diminution of Executive' s duties or the assignment to Executive of duties that are inconsistent in any substantial respect with the position, authority or responsibilities associated with Executive' s position as set forth pursuant to Section 2(b) , other than any such authorities, duties or responsibilities assigned at any time which are by their nature, or which are identified at the time of assignment, as being temporary or short-term; (ii) the Company' s requiring Executive to be based at a location which is fifty (50) or more miles from Executive' s principal office location on the Commencement Date; or (iii) a material breach by the Company of its obligations pursuant to this Agreement (including, without limitation, its obligations pursuant to Section 3 ) (which such breach goes uncured after notice and a reasonable opportunity to cure).

" Merger" means the merger contemplated by that certain Agreement and Plan of Merger dated January 18, 2006, by and among the Company, Burlington Coat Factory Holdings, Inc., (formerly known as BCFWC Acquisition Inc.), a Delaware corporation and BCFWC Mergersub, Inc., a Delaware corporation.

" Termination Year" means the calendar year in which the Employment Period is terminated.

" Subsidiaries" means any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one of more Subsidiaries.


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" Work Product" has the meaning given to that term in Section 6 .

2. Employment, Position and Duties .

(a) The Company shall employ Executive and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the Employment Period. (b) During the Employment Period, Executive shall serve as Executive Vice President of the Company and shall perform the normal duties, responsibilities and functions of a Chief Financial Officer of a company of a similar size and type and shall have such power and authority as shall reasonably be required to enable Executive to perform Executive' s duties hereunder, subject to the power and authority of the Board to expand or limit such duties, responsibilities, functions, power and authority and to overrule actions of officers of the Company in a manner consistent with the traditional responsibilities of such office.

(c) During the Employment Period, Executive shall (i) render such administrative, financial and other executive and managerial services to the Company and its Subsidiaries which are consistent with Executive' s position as the Board may from time to time direct, (ii) report to the Board or the Company' s chief executive officer and shall devote Executive' s best efforts and Executive' s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of the Company and its Subsidiaries and (iii) submit to the Board all business, commercial and investment opportunities presented to Executive or of which Executive becomes aware which relate to the business of the Company and its Subsidiaries, and unless approved by the Board in writing, Executive shall not pursue, directly or indirectly, any such opportunities on Executive' s own behalf. Executive shall perform Executive' s duties, responsibilities and functions to the Company and its Subsidiaries hereunder to the best of Executive' s abilities in a diligent, trustworthy and professional manner.

3. Compensation and Benefits . (a) During the Employment Period, Executive' s base salary shall be a minimum of Five Hundred Thousand Dollars ($500,000) per annum (as increased or decreased in accordance with this Agreement from time to time, the " Base Salary" ), which salary shall be payable by the Company in regular installments in accordance with the Company' s general payroll practices (in effect from time to time). Executive' s Base Salary will be subject to annual review and increase or decrease (but not below the Base Salary in effect on the date of this Agreement) by the Board during the Employment Period. (b) Executive shall be entitled to participate in the Company' s Senior Management Bonus Plan approved by the Board or a committee thereof, as in effect from time to time. Notwithstanding the preceding, because the bonus plan is based on the Company' s fiscal year which ends on the Saturday closest to May 31 each year, Executive' s bonus for the fiscal year which ends during his first twelve months of employment (i.e., the fiscal year ending June 2, 2007) will be pro-rated by three-fourths (which assumes a Commencement Date in September, 2006); provided, however, if Executive remains continuously in the employment of the


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Company, through the respective time of payment, Executive shall be paid not be less than Two Hundred Fifty Thousand Dollars ($250,000.00), of which One Hundred Eighty-seven Thousand Five Hundred Dollars ($187,500.00) shall be paid at the same time as bonuses are paid to other senior management pursuant to the Senior Management Bonus Plan as a guaranteed minimum bonus, and be applied against Executive' s bonus as determined under the Senior Management Bonus Plan, for such first fiscal year and Sixty-two Thousand Five Hundred Dollars ($62,500.00) shall be paid on the first anniversary of the Commencement Date as the guaranteed minimum bonus, and be applied against Executive' s bonus as determined under Senior Management Bonus Plan, for the second fiscal year. Thereafter, Executive will participate in the Senior Management Bonus Plan to the same extent as other members of senior management of the Corporation.

(c) Executive shall be entitled to receive a sign-on bonus equal to Three Hundred Fifty Thousand Dollars ($350,000.00); provided, however, that if Executive' s employment with the Company is terminated by Executive voluntarily without Good Reason or by the Company for Cause prior to the first anniversary of the Commencement Date, Executive shall repay to the Company the entire amount of said sign-on bonus immediately upon such termination of employment and if Executive' s employment with the Company is terminated by Executive voluntarily without Good Reason or by the Company for Cause prior to the second anniversary of the Commencement Date, Executive shall repay to the Company immediately upon termination of employment an amount equal to fifty percent (50%) of said sign-on bonus multiplied by a fraction of which the numerator shall be equal to twelve (12) minus the number of months Executive remains in the employ of the Company after the first anniversary of the Commencement Date (for this purpose a partial month shall be counted as a full month) and the denominator shall be twelve (12). Notwithstanding anything herein to the contrary, in case Executive shall be required to required to repay to the Company the sign-on bonus provided herein, or any portion thereof, Executive shall only be obligated to repay to the Company such amount net of applicable income taxes paid by him thereon (assuming for this purpose, an effective tax rate of 30%); provided, further, however, the Company reserves the right to structure payment of such sign-on bonus to Executive, or repayment thereof, in such other manner as the Company may determine to be advisable (such as a loan), but in any case preserving the economic benefit to Executive provided in the foregoing. (d) The Board, or a committee or appointee thereof, during the term of this Agreement, shall review annually, or at more frequent intervals which the Board determines is appropriate, Executive' s compensation and may award Executive compensation as the Board deems appropriate in its sole discretion; provided , however , that Executive' s base salary shall not be reduced pursuant to any such review or otherwise.

(e) Executive shall be entitled to four weeks of paid vacation each calendar year in accordance with the Company' s policies, which if not taken in any year may not be carried forward to any subsequent calendar year and no compensation shall be payable in lieu thereof. Such vacation will accrue as of January 1 of each year, except that during the remainder of the 2006 calendar year, Executive shall accrue four weeks of paid vacation pro rated for the number of full calendar months remaining in the calendar year in which the Employment Period commences.


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(f) During the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by Executive in the course of performing Executive' s duties, responsibilities and functions under this Agreement which are consistent with the Company' s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company' s requirements with respect to reporting and documentation of such expenses. (g) Executive shall be entitled to participate, on the same basis as other executives of comparable level in the Company, in any compensation, bonus, incentive, award, deferred compensation, pension, retirement, stock award, stock option or other benefit, plan or arrangement of the Company (including, without limitation, any plan sponsored by the entity owning or controlling the Company, or any affiliate of such entity) now existing or hereafter adopted; provided , however , the Company may restrict or exclude Executive' s participation in any such plan, or the benefits thereunder, on such terms and conditions as the Company shall in its sole discretion determine, if at any time Executive shall be working fewer than five days a week or on other part-time basis during regular business days. Executive also shall be entitled to hospital, health, disability, medical and life insurance, and any other benefits enjoyed, from time to time, by other salaried employees of the Company of comparable level, all upon terms as favorable as those enjoyed by other salaried employees of comparable level of the Company. Notwithstanding anything in this Section 3(g) to the contrary, if the Company adopts any change in the benefits provided for other salaried employees of the Company of comparable level, and such policy is uniformly applied to all such employees of the Company (and any successor or acquirer of the Company, if any), then no such change shall be deemed a breach by the Company of this Section 3(g) . (h) Executive will be indemnified and defended for acts performed (or omissions made) in Executive' s capacity as an officer or director of the Company to the fullest extent specified in the Company' s certificate of incorporation and bylaws and as permitted under Delaware law.

(i) For the period from the Commencement Date to the second anniversary of the Commencement Date, the Company will, as additional taxable compensation to Executive, (1) provide Executive tickets for one roundtrip coach class air travel per week between Columbus, Ohio and the Company' s offices in Burlington, New Jersey and (2) pay the Executive a housing allowance in an amount to be reasonably agreed between the Company and the Executive. In addition, the Company will, on one occasion, pay, or reimburse Executive for, the reasonable costs incurred by Executive in relocating his personal residence from Columbus, Ohio to a location within reasonable commuting distance from the Company' s offices in Burlington, New Jersey, including: (i) the costs of moving personal and household items to Executive' s new residence (inclusive of temporary storage not to exceed twelve months); (ii) the costs of reasonable brokerage commission incurred in selling Executive' s residence in Columbus, Ohio (not to exceed six percent of the selling price of such residence); (iii) the reasonable costs of temporary housing for the Executive' s family to the extent Executive' s family cannot be housed in the residence provided pursuant to the housing allowance provided in the preceding sentence (but not in excess of four weeks); and (iv) the shortfall between the selling price of Executive' s residence in Columbus, Ohio and Eight Hundred Fifty Thousand Dollars ($850,000.00).


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4. Termination and Payment Terms . (a) The Employment Period shall end on the Expiration Date; provided , that (i) the Employment Period shall terminate prior to such date immediately upon Executive' s resignation, death or Disability and (ii) the Employment Period may be terminated by resolution of the Board, with or without Cause at any time prior to such date. Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in a written notice from the Company to Executive.

(b) If the Employment Period is terminated prior to or upon the Expiration Date:

(i) (A) by resolution of the Board (other than for Cause) or by Executive resigning for Good Reason or (B) if the Employment Period expires on the Expiration Date by reason of the Company having given notice of non-renewal of the Employment Period, Executive shall be entitled to receive (1) all previously earned and accrued but unpaid Base Salary and vacation and unpaid business expenses up to the date of such termination or the Expiration Date, as applicable, (2) any bonus (if any) earned by Executive for the fiscal year prior to the Termination Year or the Expiration Year, as applicable, but then unpaid, (3) the pro rata portion of Executive' s target bonus during the Termination Year or the Expiration Year, as applicable, to the extent targets thereunder are achieved for such year, after such termination or expiration, pro rated based on the number of days of the Termination Year or the Expiration Year, as applicable, prior to the date of termination or the Expiration Date, as applicable, which payment shall be made when the bonus payments for such Termination Year or the Expiration Year, as applicable, are otherwise due; (4) severance pay in the full amount of Base Salary at the time of termination or expiration from the date of termination or the Expiration Date, as applicable, through the period ending on the first anniversary of the date of termination or the Expiration Date, as applicable; and (5) full continuation of Executive' s hospital, health, disability, medical and life ins
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