BAKERS FOOTWEAR GROUP, INC.

Exhibit 10.4

BAKERS FOOTWEAR GROUP, INC.

The Compensation Committee of the Board of Directors (the “Committee”) has granted to you [______ (_____)] restricted shares of Bakers Footwear Group, Inc. (the “Company”) common stock under the terms of the Plan (the “Restricted Shares”). This award is subject to all the terms of the Plan, a copy of which has been delivered to you.

The following are additional terms, conditions and provisions applicable to this award:

1. The Restricted Shares vest on the [fifth] anniversary of the Grant Date (the “Restriction Period”). Your rights in regard to these Restricted Shares are not immediately vested, and you understand and agree, by your signature to this agreement, that your entire interest in any unvested Restricted Shares may be forfeited if you fail to remain in the employ of the Company (or one of its subsidiaries), for any reason, for the Restriction Period or in the event of any failure of any of the terms or conditions attached to this award and set out in the Plan or in this award.

2. The Committee may, in its sole and absolute discretion, vest the Restricted Shares in full, pro-rata, or not at all, as it may determine, in the event your employment terminates on account of death, disability, retirement or otherwise prior to vesting in accordance with Section 1 of this award. If termination is on account of death, the Committee may in its absolute discretion vest such Restricted Shares to your surviving spouse, heirs or estate, in such portion or no portion as the Committee may determine.

3. During the Restriction Period all unvested Restricted Shares will be evidenced by a certificate issued in your name but such certificate will not be delivered to you and shall be held by the Company until such Restricted Shares are vested, the Restriction Period expires or until earlier forfeiture. During the Restriction Period (and prior to any forfeiture) your rights in respect of the Restricted Shares shall be as follows:

(i) You will be entitled to receive cash dividends when paid on the Restricted Shares and you will be entitled to vote the Restricted Shares.

(ii) During the Restriction Period you shall not be entitled to delivery of any stock certificate evidencing unvested Restricted Shares.

(iii) The certificates for the Restricted Share may have imprinted thereon such restrictive legends, and such stop-transfer orders, dividend payment orders and such other orders as may be given in respect thereof by the Committee as it may determine in its sole discretion.

(iv) During the Restriction Period you may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of any unvested Restricted Shares.

4. Upon the vesting of any Restricted Shares, the Company may withhold a sufficient number of shares of common stock to satisfy statutory tax withholding obligations. You must pay or have