0000950134-06-006217 Sample Contracts

OFFICER INDEMNIFICATION AGREEMENT
Officer Indemnification Agreement • March 30th, 2006 • Michaels Stores Inc • Retail-hobby, toy & game shops • Delaware

This Officer Indemnification Agreement, dated as of , 2005 (this “Agreement”), is made by and between Michaels Stores, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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DIRECTOR INDEMNIFICATION AGREEMENT
Director Indemnification Agreement • March 30th, 2006 • Michaels Stores Inc • Retail-hobby, toy & game shops • Delaware

This Director Indemnification Agreement, dated as of , 2005 (this “Agreement”), is made by and between Michaels Stores, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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Forms of Restricted Stock Award Agreements under the Michaels Stores, Inc. 2005 Incentive Compensation Plan Adopted February 1, 2006
Restricted Stock Award Agreement • March 30th, 2006 • Michaels Stores Inc • Retail-hobby, toy & game shops

Under the terms and conditions of the Michaels Stores, Inc. 2005 Incentive Compensation Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Michaels Stores, Inc., a Delaware corporation (the “Company”), grants to the individual whose name is set forth above (the “Participant”) the number of restricted shares of the Company’s Common Stock set forth above (the “Restricted Shares”). Terms not defined in this Agreement have the meanings set forth in the Plan.

Sample 1
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