EXHIBIT
10.4

    RESTRICTED
STOCK AGREEMENT

    [NON-EMPLOYEE
DIRECTOR]

     

    THIS RESTRICTED STOCK AGREEMENT (this
“Agreement”) dated as of January 12, 2011, by and between Frederick’s of
Hollywood Group Inc., a New York corporation (the “Company”), and
_______________ (the “Director”).

     

    WHEREAS,
on January 12, 2011, pursuant to the terms and conditions of the Company’s 2010
Long-Term Incentive Equity Plan (the “Plan”), the Board of Directors of the
Company (the “Board”) authorized the issuance to the Director, effective on the
date hereof, of 7,500 shares of the authorized but unissued common stock of the
Company, $.01 par value (“Shares”), conditioned upon the Director’s acceptance
thereof upon the terms and conditions set forth in this Agreement and subject to
the terms of the Plan; and

     

    WHEREAS,
the Director desires to acquire the Shares on the terms and conditions set forth
in this Agreement and subject to the terms of the Plan;

     

    IT IS
AGREED:

     

    1.           Grant of
Shares.

     

    1.1           The
Company hereby issues to the Director 7,500 Shares on the terms and conditions
set forth herein.

     

    1.2           Subject
to Section 3 below, the Shares shall be subject to forfeiture in the event of
the Director’s termination for any reason prior to the following
dates:  prior to January 12, 2012, 5,000 Shares shall be subject to
forfeiture, on or after January 12, 2012 and prior to January 12, 2013, 2,500
Shares shall be subject to forfeiture, and on or after January 12, 2013, no
Shares shall be subject to forfeiture (each a “Restriction Period” with respect
to the applicable number of Shares).


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    1.3           The
Shares shall be represented by three separate stock certificates registered in
the name of the Director, each for 2,500 Shares. One stock certificate shall
bear the legend set forth in Section 5(vi) of this Agreement (the “Vested
Certificate”) and the other two stock certificates shall bear the legends set
forth in Sections 5(vi) and 5(vii) of this Agreement (the “Unvested
Certificates” and together with the Vested Certificate, the “Share
Certificates”).  The Unvested Certificates shall be deposited with the
Company, together with two separate stock powers endorsed in blank by the
Director and signature Medallion Guaranteed, which will permit transfer to the
Company of the Shares represented by each such Unvested Certificate that is
forfeited or shall not become vested in accordance with the terms of this
Agreement and the Plan.

     

    1.4           After
issuance, the Shares shall constitute issued and outstanding shares of common
stock of the Company for all corporate purposes, and the Director shall have the
right to vote such Shares, to receive and retain all cash dividends as the Board
may, in its sole discretion, pay on such Shares, and to exercise all of the
rights, powers and privileges of a holder of common stock with respect to such
Shares, except that (a) the Director shall not be entitled to delivery of an
Unvested Certificate until the Shares represented by such Unvested Certificate
vest in accordance with Section 1.5 below and (b) other than cash dividends as
the Board, in its sole discretion, distributes, the Company will retain custody
of all distributions (“Retained Distributions”) made or declared with respect to
the Shares (and such Retained Distributions will be subject to the same
restrictions, terms and conditions as applicable to the Shares) until such time,
if ever, as the Shares with respect to which such Retained Distributions shall
have been distributed have become vested.

     

    1.5           If
the Director is still a Director of the Company at the end of a Restriction
Period, all of the Shares that are no longer subject to forfeiture, and the
Retained Distributions with respect thereto, shall vest and shall no longer be
subject to forfeiture by the Director.  After the date that any Shares
become vested, the Company shall instruct its transfer agent to issue and
deliver to the Director a new certificate for the Shares, which certificate
shall not bear the legend set forth in Section 5(vii).  If, at any
time prior to the vesting of any Shares in accordance with the first sentence of
this Section 1.5, the Director is terminated for any reason, then the Shares
that have not then vested (and the Retained Distributions with respect thereto)
shall be forfeited to the Company and the Director shall not thereafter have any
rights with respect to such Shares.  In such event, the Company is
authorized by the Director to complete the stock powers to transfer the Shares
to the Company and deliver the Unvested Certificates (and the Retained
Distributions with respect thereto) and stock powers to the Company’s transfer
agent to return the Shares (and, if applicable, the Retained Distributions with
respect thereto) to the status of authorized but unissued shares of common
stock.

     

    
      
         


      

      
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    2.           Withholding
Tax.  Not later than the date as of which an amount first
becomes includible in the gross income of the Director for federal income tax
purposes with respect to the Shares, the Director shall pay to the Company, or
make arrangements satisfactory to the Company regarding the payment of, any
federal, state and local taxes of any kind required by law to be withheld or
paid with respect to such amount.  Notwithstanding anything in this
Agreement to the contrary, the obligations of the Company under the Plan and
pursuant to this Agreement shall be conditional upon such payment or
arrangements with the Company and the Company shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Director from the Company.

     

    3.           Nonassignability of
Shares.  The Shares shall not be assignable or transferable
until they have vested.

     

    4.           Company
Representations.  The Company hereby represents and warrants to
the Director that:

     

    (i)           the
Company, by appropriate and all required action, is duly authorized to enter
into this Agreement and consummate all of the transactions contemplated
hereunder; and

     

    (ii)          the
Shares, when issued and delivered by the Company to the Director in accordance
with the terms and conditions hereof, will be duly and validly issued and fully
paid and non-assessable.

     

    5.           Director
Representations.  The Director hereby represents and warrants
to the Company that:

     

    (i)           Director
is acquiring the Shares for Director’s own account and not with a view towards
the distribution thereof;

     

    
      
         


      

      
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    (ii)          Director
has received a copy of all reports and documents required to be filed by the
Company with the Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934, as amended (“Exchange Act”) within the last twenty-four
(24) months and all reports issued by the Company to its
shareholders;

     

    (iii)         Director
understands that he must bear the economic risk of the investment in the Shares,
which cannot be sold by him unless they are registered under the Securities Act
of 1933, as amended (“Securities Act”), or an exemption therefrom is available
thereunder; provided that Director understands that the Company is under no
obligation to register the Shares for sale under the Securities
Act;

     

    (iv)         in
Director’s position with the Company, Director has had both the opportunity to
ask questions and receive answers from the officers and directors of the Company
and all persons acting on its behalf concerning the terms and conditions of the
offer made hereunder and to obtain any additional information to the extent the
Company possesses or may possess such information or can acquire it without
unreasonable effort or expense necessary to verify the accuracy of the
information obtained pursuant to clause (ii) above;

     

    (v)     
    Director is aware that the Company shall place stop
transfer orders with its transfer agent against the transfer of the Shares in
the absence of registration under the Securities Act or an exemption therefrom
as provided herein;

     

    (vi)  
      in the absence of an effective registration
statement under the Securities Act, the Share Certificates evidencing the Shares
shall bear the following legend:

     

    “The
securities represented by this certificate have been acquired for investment and
have not been registered under the Securities Act of 1933, as amended, or
applicable state securities laws and may not be sold or transferred in the
absence of such registration or pursuant to an exemption therefrom under said
Act and such laws, supported by an opinion of counsel, reasonably satisfactory
to the Company and its counsel, that such registration is not
required.”

     

    (vii)      
 Director understands that the Unvested Certificates evidencing the Shares
shall also bear the following legend:

     

    
      
         


      

      
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    “The
shares represented by this certificate have been acquired pursuant to a
Restricted Stock Agreement, dated as of January 12, 2011, a copy of which is on
file with the Company, and may not be transferred, pledged or disposed of except
in accordance with the terms and conditions thereof.”

     

    (viii)       Director
has received a copy of the Plan and understands his rights with respect to the
Shares shall, in all respects, be subject to the terms and conditions of the
Plan and this Agreement; and

     

    (ix)         Director
is aware of and understands that he is subject to the Company’s Insider Trading
Policy and has received a copy of such policy as of the date of this
Agreement;

     

    6.           Restriction on Transfer of
Shares.  Notwithstanding anything in this Agreement to the
contrary, and in addition to the provisions of Section 3 of this Agreement, the
Director hereby agrees that Director shall not sell, transfer by any means or
otherwise dispose of the Shares acquired by Director without registration under
the Securities Act, or in the event that they are not so registered, unless
(i) an exemption from the Securities Act registration requirements is
available thereunder, (ii) the Director has furnished the Company with
notice of such proposed transfer and the Company’s legal counsel, in its
reasonable opinion, shall deem such proposed transfer to be so exempt and (iii)
such transfer is in compliance with the Company’s Insider Trading Policy, as in
effect at such time.

     

    7.           Miscellaneous.

     

    7.1          Notices.  All
notices, requests, deliveries, payments, demands and other communications that
are required or permitted to be given under this Agreement shall be in writing
and shall be either delivered personally or by private courier (e.g., Federal
Express), or sent by registered or certified mail, return receipt requested,
postage prepaid, to the parties at their respective addresses set forth herein,
or to such other address as either party shall have specified by notice in
writing to the other.  Notice shall be deemed duly given hereunder
when delivered or mailed as provided herein.

     

    
      
         


      

      
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    7.2          Plan Paramount; Conflicts
with Plan.  This Agreement shall, in all respects, be subject
to the terms and conditions of the Plan, whether or not stated
herein.  In the event of a conflict between the provisions of the Plan
and the provisions of this Agreement, the provisions of the Plan shall in all
respects be controlling.

     

    7.3          Waiver.  The
waiver by any party hereto of a breach of any provision of this Agreement shall
not operate or be construed as a waiver of any other or subsequent
breach.

     

    7.4          Entire
Agreement.  This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof.  This
Agreement may not be amended except in writing executed by the Director and the
Company.

     

    7.5          Binding Effect;
Successors.  This Agreement shall inure to the benefit of and
be binding upon the parties hereto and, to the extent not prohibited herein,
their respective heirs, successors, assigns and
representatives.  Nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the parties hereto and as provided
above, their respective heirs, successors, assigns and representatives any
rights, remedies, obligations or liabilities.

     

    7.6          Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to choice of
law provisions.

     

    7.7          Headings.  The
headings contained herein are for the sole purpose of convenience of reference,
and shall not in any way limit or affect the meaning or interpretation of any of
the terms or provisions of this Agreement.

     

    7.8          Section
409A.  This Agreement is intended to comply with the provisions
of Section 409A of the Internal Revenue Code of 1986, as amended (“Section
409A”).  To the extent that the Shares or any payments or benefits
provided hereunder are not considered compliant with Section 409A, the parties
agree that the Company shall take all actions necessary to make such payments
and/or benefits become compliant.

     

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    IN
WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and
year first above written.

    


    
      
        	
                DIRECTOR

              	 
      	
                FREDERICK’S OF HOLLYWOOD GROUP INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title:

              	 
      
	 
      	 
      	 
      	 
      
	
                Address
      of Employee:

              	 
      	
                Address
      of Company:

              
	 
      	 
      	
                6255
      W. Sunset Blvd.

              
	 
      	 
      	
                Hollywood,
      CA 90028

              


      

    


    
      
         


      

      
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