Exhibit 10.2


FORM OF


ZALE CORPORATION


NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN, AS AMENDED


RESTRICTED STOCK UNITS


PLAN AGREEMENT


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Participant

  	
   

  	
  Issue Date

  	
   

  	
  Number of Units

  	
   

  



 




 





	
  Grant

  	
   

  	
  Zale Corporation (the “Company”) has granted to the Participant named
  above, as of the Issue Date, the above number of Restricted Stock Units,
  subject to the terms and conditions set forth in this Plan Agreement and in
  the Zale Corporation Non-Employee Director Equity Compensation Plan, as
  amended (the “Plan”).

  
	
   

  	
   

  	
   

  
	
  Issue Date

  	
   

  	
  The Issue Date for the Restricted Stock Units granted to the
  Participant pursuant to this Plan Agreement shall be the date set forth
  above.

  
	
   

  	
   

  	
   

  
	
  Vesting Date

  	
   

  	
  The Restricted Stock Units issued pursuant to this Plan Agreement
  shall vest on __________________ (the “Vesting Date”).

  
	
   

  	
   

  	
   

  
	
  Consequences of Vesting

  	
   

  	
  Upon the vesting of the Restricted Stock Units pursuant to the terms
  of the Plan and this Plan Agreement, the Company promptly shall cause to be
  delivered to the Participant a number of shares of Company Stock equal to the
  above number of Restricted Stock Units (and any additional Restricted Stock
  Units or other amounts credited with respect to Dividend Equivalents), unless
  the Board of Directors in its sole discretion determines that payment shall
  be made instead by delivering an amount of cash equal to the Fair Market
  Value thereof. A Participant or, at the time of the grant, the Board of
  Directors may elect to defer such receipt of the delivery of shares of
  Company Stock that would otherwise be due to the Participant by virtue of the
  vesting of a Restricted Stock Unit, provided such deferral election is made
  in accordance with the requirements of Section 409A of the Code. Any
  such election shall be made pursuant to an election form attached hereto.
  Notwithstanding the foregoing, such shares may be subject to restrictions on
  transfer as a result of applicable securities laws.

  
	
   

  	
   

  	
   

  
	
  No Dividends or Voting Rights

  	
   

  	
  The Participant shall not be entitled to receive dividend payments
  with respect to the Restricted Stock Units and shall have no voting rights
  with respect to the Restricted Stock Units. Unless otherwise provided by the
  Board of Directors the Participant shall be entitled to receive, currently or
  on a deferred basis, Dividend Equivalents with respect to the number of
  shares of Company Stock covered by the Restricted Stock Units. The Board of
  Directors may provide that the Dividend Equivalents shall be deemed to have
  been reinvested in additional Restricted Stock Units or otherwise reinvested
  and may provide that the Dividend Equivalents are subject to the same Vesting
  Date and other conditions as the Restricted Stock Units.

  



 













 


	
  Restrictions on Transfer

  	
   

  	
  Prior to
  payment of a Restricted Stock Unit, no transfer of the Participant’s rights with
  respect to the Restricted Stock Unit, whether voluntary or involuntary, by
  operation of law or otherwise, shall be permitted. Immediately upon any
  attempt to transfer such rights, such Restricted Stock Unit, and all of the
  rights related thereto, shall be forfeited by the Participant.

  
	
   

  	
   

  	
   

  
	
  Termination of Directorship

  	
   

  	
  In the event a Participant’s resignation or removal for Cause as a
  member of the Board of Directors, all Restricted Stock Units granted to such
  Participant which have not vested as of the date of such resignation or
  removal (and any additional Restricted Stock Units or other amounts credited
  with respect to Dividend Equivalents) shall immediately be forfeited.

  
	
   

  	
   

  	
   

  
	
  Misc.

  	
   

  	
  Upon the occurrence of a Change in Control, all outstanding Restricted
  Stock Units which have not theretofore vested shall immediately vest. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Capitalized terms not otherwise defined herein shall have the
  meanings assigned to them in the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Zale Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  I hereby agree to be bound by all the terms and

  
	
   

  	
   

  	
  conditions of this Plan Agreement and the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Participant

  



 













 


Deferral Election Under the


Non-Employee Director


Equity Compensation Plan


 


The
undersigned director of Zale Corporation, a Delaware corporation (the “Company”),
pursuant to Section 8A(f) of the Non-Employee Director Equity
Compensation Plan (the “Plan”), hereby elects to defer delivery of any shares
of Company Stock that otherwise would be due to him by virtue of the vesting of
a Restricted Stock Unit until the earliest of the following events (check one):


 


____       Six months after the date of his separation from
service from the Company (whether by resignation, removal, death or otherwise)


 


____       The
following date:  ______________________


 


____       The
occurrence of a “Change in Control” as defined in the Plan


 


This Deferral
Election shall apply to all awards of Restricted Stock Units to the undersigned
pursuant to the Plan until this election is revoked; provided that this
Deferral Election shall become irrevocable with respect to Restricted Stock
Units granted in any calendar year on the last day of the immediately preceding
calendar year.


 


IN WITNESS
WHEREOF, the undersigned has executed this Deferral Election this _____ date of
_________, 20____.


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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