STOCK OPTION AGREEMENT

Exhibit 4.49

STOCK OPTION AGREEMENT

BETWEEN		XXXXX XXXXX & SONS INC., a company duly incorporated according to the laws of Canada, having its head office at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx, (Xxxxxx); hereinafter referred to as “Birks”;
AND		XXXXXXX XXXXX Dl MONTELERA

Whereas Xxxxxxx Xxxxx di Montelera is a member of the Board of Directors and/or other ad hoc Committees of Birks hereinafter collectively referred to as the “Board”.

Now therefore the parties have agreed as follows:

Grant of options: On April 23, 2004, Birks granted to Xxxxxxx Xxxxx di Montelera an option to acquire 5,000 non-voting common shares (“Shares”), of the issued and outstanding Shares in the capital stock of Birks, upon the following terms and conditions:

Exercise Price: The exercise price shall be equal to CDN$7.73 per Share, the fair market value for such Share as of the date of grant (the “Exercise Price”).

Redeem: In order to provide Xxxxxxx Xxxxx di Montelera with a market for the shares at any time that Birks is not a public corporation, Xxxxxxx Xxxxx di Montelera is entitled to require that Birks redeem the shares at fair market value on the date of the request.

Reorganization of share capital: In the event of a reorganization of the capital stock of Birks or if its Shares are subdivided, consolidated, converted, reclassified or split or that any other action of a similar nature affecting the Shares is taken by Birks, then the option and the Exercise Price shall be adjusted accordingly.

Option period: Unless otherwise provided in this agreement, the option shall be exercisable without condition in whole or in part at any time prior to April 23, 2014 (“the Option Period”).

Brokerage fees upon transfer: Xxxxxxx Xxxxx di Montelera shall be responsible for the payment of any brokerage fees in respect of the sale or transfer of Share acquired as a result of exercising the option hereby granted.

Xxxxx Xxxxx et Fils Inc. • Xxxxx Xxxxx & Sons Inc.

0000, Xxxxxx Xxxxxxxx, Xxxxxxxx XX X0X 0X0 XXXXXX • Tél.: 514.397.2511

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Rights not transferable: Except as provided herein, the rights Xxxxxxx Xxxxx di Montelera pursuant to this agreement are non-assignable and non-transferable in whole or in part, either directly or indirectly. No attempted assignment or transfer thereof otherwise than in accordance with the provisions hereof shall be effective.

Responsibility for tax: Birks shall not be responsible for any tax which may be payable by Xxxxxxx Xxxxx di Montelera as a consequence of this agreement, exercise of option or sale or transfer of Shares.

Applicable law: This agreement shall be governed by the laws of the Province of Quebec and the laws of Canada applicable therein.

Source of option: The option described in this agreement and any Shares acquired pursuant to its exercise shall not be governed by Birks Employee Stock Option Plan.

Language: Les parties aux présentes ont exigé que cette convention soit redigée en anglais. The parties hereto have required that this agreement be written in English.

Xxxxx Xxxxx & Sons Inc.
Per:   Xxxxxx X. Xxxxxxxxxxxx				Xxxxxxx Xxxxx di Montelera
Title: President and CEO

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