STEIN MART INC
EXHIBIT 10.12
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>k4thquarter2003ex10-12.txt
<DESCRIPTION>EXHIBIT 10.12
<TEXT>
                                                                   Exhibit 10.12

                                STEIN MART, INC.
                                2001 OMNIBUS PLAN

               RESTRICTED SHARE AWARD AGREEMENT FOR KEY EMPLOYEES

         THIS AGREEMENT is made and entered into as of the date set forth on the
signature  page hereof by and between  STEIN MART,  INC., a Florida  corporation
("Company"), and the Key Employee of the Company whose signature is set forth on
the signature page hereof (the "Key Employee").

                               W I T N E S S E T H

         WHEREAS, the Company has adopted the Stein Mart, Inc. 2001 Omnibus Plan
("Plan"),  the terms of which, to the extent not stated herein, are specifically
incorporated by reference in this Agreement;

         WHEREAS,  the purpose of the Plan is to permit Awards under the Plan to
be granted to certain Key  Employees  of the Company and its  Affiliates  and to
further  specify  the terms and  conditions  under  which such  individuals  may
receive such Awards;

         WHEREAS,  the Key Employee is now employed or engaged by the Company or
an Affiliate in a key  employee  capacity and the Company  desires him or her to
remain in such  capacity,  and to secure or  increase  his or her  ownership  of
Shares in order to increase his or her  incentive  and personal  interest in the
success and growth of the Company; and

         WHEREAS,  defined  terms used herein and not otherwise  defined  herein
shall have the meanings set forth in the Plan.

         NOW,  THEREFORE,  in consideration of the premises and of the covenants
and agreements  herein set forth, the parties hereby mutually covenant and agree
as follows:

         1.   Restricted  Share Grant.  Subject to the terms and  conditions set
forth  herein,  the  Company  hereby  grants to the Key  Employee  the number of
restricted  shares (the  "Restricted  Shares") of the Company's common stock set
forth on the  signature  page  hereof,  at the  value per Share set forth on the
signature page hereof. .

         2.   Nontransferability  of  Shares.  The  Restricted  Shares  are  not
transferable other than by will or by the laws of descent and distribution.

         3.   Risk of Forfeiture; Vesting.

              (a) The  Restricted  Shares are subject  to a substantial  risk of
forfeiture  and the risk of  forfeiture  is removed  and the  Restricted  Shares
become vested (the  "Vesting") in the Key  Employee,  except as provided  below,
only if the Key Employee  remains  employed by the Company or its Affiliates for
seven (7) years  following the day

<PAGE>


of this Grant;  provided,  however, that the Vesting will occur as of the end of
the Company's  fiscal year which  includes the second annual  anniversary of the
day of this Grant if the  Company's  fully  diluted  earnings per share for that
fiscal  year equals or exceed the GPS Goal shown on the  signature  page of this
Grant.

              (b)  Notwithstanding   the  foregoing,   if   the  Key  Employee's
employment with the Company and all Affiliates is terminated because of death or
Total  Disability  (as such terms are defined below) on or after the date hereof
the Restricted  Shares will vest and the risk of forfeiture with respect thereto
will thereupon be removed.

         4.   Certificate  Retained.  The certificate  evidencing the Restricted
Shares  that  are the  subject  of this  Grant  will be held by the  Company  in
safekeeping  and delivered to the Key Employee upon vesting as described  above.
If the Restricted  Shares are forfeited,  then the Company  retains the right to
cause the certificate to be cancelled of record and the Restricted  Shares shall
thereupon be cancelled and no longer outstanding.

         5.   Rights As Stockholder. The Key Employee shall have all rights as a
holder of the  Restricted  Shares  until and  unless the  Restricted  Shares are
forfeited and cancelled as provided above.

         6.   Tax Withholding.  (a) It shall be a condition  of the Grant of the
Restrictive  Shares provided herein that the Key Employee,  and the Key Employee
agrees,  that the Key Employee  shall pay to the Company  upon its demand,  such
amount as may be  requested  by the Company for the  purpose of  satisfying  its
liability to withhold federal, state, or local income, employment or other taxes
incurred  by reason of the Grant  provided  herein or the Vesting  thereof.  The
amount that will be due from the Key Employee, if any, will be determined at the
time the risk of forfeiture is removed and Vesting occurs, or if a Section 83(b)
election (defined below) is made, as of the date of this Grant.

              (b) In  the event that a Section 83(b)  election is not made,  the
Key Employee may elect to have the Company  withhold  that number of  Restricted
Shares  otherwise  deliverable  to the Key  Employee  upon  the  Vesting  of the
Restricted Shares or to deliver to the Company a number of Shares, in each case,
having a Fair Market  Value on the date of Vesting  equal to the minimum  amount
required to be withheld as a result of such exercise.  The election must be made
in writing and must be delivered to the Company prior to the date of Vesting. If
the number of shares so  determined  shall include a fractional  share,  the Key
Employee  shall  deliver cash in lieu of such  fractional  share.  All elections
shall be made in a form  approved  by the  committee  and  shall be  subject  to
disapproval, in whole or in part by the Committee.

              (c) The Key Employee  has reviewed with the Key Employee's own tax
advisors  the  federal,  state,  local  and  foreign  tax  consequences  of  the
transactions  contemplated by this Agreement. The Key Employee is relying solely
on such advisors and not on any statements or  representations of the Company or
any of its agents.  The Key Employee  understands that the Key Employee (and not
the Company) shall be

                                       2
<PAGE>


responsible  for the Key Employee's own tax liability that may arise as a result
of the transactions contemplated by this Agreement. The Key Employee understands
that Section 83 of the Internal  Revenue Code of 1986,  as amended (the "Code"),
taxes as ordinary  income the fair market value of the  Restricted  Shares as of
the date any  restrictions on the Shares lapse.  In this context,  "restriction"
includes the Vesting  conditions set forth in Section 3 hereof. The Key Employee
understands  that  the Key  Employee  may  elect  to be  taxed  at the  time the
Restricted  Shares are granted under this Agreement rather than when they become
Vested and no longer  subject to a  substantial  risk of forfeiture by filing an
election under Section 83(b) of the Code with the I.R.S. within 30 days from the
date of Grant.

         THE  KEY  EMPLOYEE  ACKNOWLEDGES  THAT IT IS THE  KEY  EMPLOYEE'S  SOLE
RESPONSIBILITY  AND NOT THE COMPANY'S TO TIMELY FILE THE ELECTION  UNDER SECTION
83(b), EVEN IF THE KEY EMPLOYEE REQUESTS THE COMPANY OR ITS  REPRESENTATIVES  TO
MAKE THIS FILING ON THE KEY EMPLOYEE'S BEHALF.

         7.   Powers of Company Not  Affected.  The  existence of the Restricted
Shares  shall not  affect in any way the  right or power of the  Company  or its
stockholders   to  make  or   authorize   any   combinations,   subdivision   or
reclassification  of the Shares or any  reorganization,  merger,  consolidation,
business  combination,  exchange  of Shares,  or other  change in the  Company's
capital  structure or its business,  or any issue of bonds,  debentures or stock
having rights or  preferences  equal,  superior or affecting the Option Stock or
the rights thereof or dissolution or liquidation of the Company,  or any sale or
transfer of all or any part of its assets or  business,  or any other  corporate
act or proceeding,  whether of a similar character or otherwise. Nothing in this
Agreement  shall  confer  upon the Key  Employee  any right to  continue  in the
employment of the Company or any  Affiliate,  or interfere  with or limit in any
way the right of the Company or any  Affiliate to terminate  the Key  Employee's
employment at any time.

         8.   Interpretation  by  Committee.  The Key  Employee  agrees that any
dispute or disagreement  which may arise in connection with this Agreement shall
be  resolved  by  the  Committee,   in  its  sole   discretion,   and  that  any
interpretation  by the Committee of the terms of this  Agreement or the Plan and
any determination  made by the Committee under this Agreement or the Plan may be
made in the sole  discretion of the Committee and shall be final,  binding,  and
conclusive.  Any  such  determination  need  not be  uniform  and  may  be  made
differently among Key Employees awarded Option Stock.

         9.   Miscellaneous.  (a) This Agreement shall be governed and construed
in accordance with the laws of the State of Florida applicable to contracts made
and to be performed therein between residents thereof.

              (b) This  Agreement may  not be amended or modified  except by the
written consent of the parties hereto.

                                       3
<PAGE>


         (c)  The captions of this  Agreement  are inserted for  convenience  of
reference only and shall not be taken into account in construing this Agreement.

         (d)  Any  notice,  filing or  delivery  hereunder  or with  respect  to
Restricted  Shares  shall be given to the Key  Employee at either his usual work
location or his home address as  indicated  in the records of the  Company,  and
shall be given to the  Committee  or the Company at 1200  Riverplace  Boulevard,
Jacksonville,  Florida 32202,  Attention Corporate  Secretary.  All such notices
shall be given by first class mail, postage prepaid, or by personal delivery.

         (e)  This  Agreement  shall be binding upon and inure to the benefit of
the Company and its  successors  and assigns and shall be binding upon and inure
to the personal  benefit of the Key Employee,  the  Beneficiary and the personal
representative(s) and heirs of the Key Employee.

                                       4
<PAGE>


         IN WITNESS  WHEREOF,  the  Company  has caused  this  instrument  to be
executed by its duly  authorized  officer,  and the Key  Employee  has  hereunto
affixed his hand, all on the day and year set forth below.



                               STEIN MART, INC.


                               By:
                                   ---------------------------------------------

                                      Its: President and Chief Executive Officer
                                         ---------------------------------------

                               -------------------------------------------------
                               Key Employee [Signature]

                               [Print Name]:
                                            ------------------------------------



No. of Restricted Shares :
                            --------------

Per Share Fair Market Value:
                             --------------

EPS Goal:
          --------------

Grant Date:
             ------------------------------




TO ACKNOWLEDGE RECEIPT OF THIS INFORMATION, SIGN ABOVE & RETURN ONE COPY OF THIS
SIGNATURE PAGE TO:
     Stein Mart, Inc.
     Attn:  James G. Delfs
     1200 Riverplace Blvd.
     Jacksonville, FL  32207

                                       5

</TEXT>
</DOCUMENT>
