EXHIBIT 10.1
    

    
      ZALE CORPORATION
2011 OMNIBUS INCENTIVE COMPENSATION PLAN
RESTRICTED
      STOCK
PLAN AGREEMENT
    

    

    


    	
          
             
          

        	
           
        	
          
             
          

        	
           
        	
          
             
          

        
	
          
            Participant
          

        	

        	
          Issue Date
        	

        	
          Number of Shares
        


    

    




    	
          Grant
        	
          Zale Corporation (the “Company”) has granted to the Participant
          named above, as of the Issue Date, the above number of shares of the
          Company’s common stock, par value $.01 per share (the “Restricted
          Stock”), subject to the terms and conditions set forth in this Plan
          Agreement and in the Zale Corporation 2011 Omnibus Incentive
          Compensation Plan (the “Plan”).
        
	

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

        	
           
        
	
          Vesting
        	
          The Restricted Stock issued pursuant to this Plan Agreement shall
          vest ______________________________________ (each, a “Vesting Date”).
        
	

        	
           
        
	
          
            Consequences of Vesting
          

        	
          The limitations set forth in the following section of this Plan
          Agreement (Dividends and Voting; Restrictions on Transfer) shall not
          apply to any shares of the Restricted Stock upon the Vesting Date
          for such shares of the Restricted Stock. In the event the
          Participant fails to satisfy the requirements for vesting with
          respect to any shares of the Restricted Stock, such shares of the
          Restricted Stock shall be forfeited to the Company.
        
	

        	
           
        
	
          
            Dividends and Voting; Restrictions on Transfer
          

        	
          Prior to their forfeiture (while the shares of Restricted Stock
          granted pursuant to this Plan Agreement may be forfeited and are
          nontransferable), the Participant will have all rights of a
          stockholder with respect to the Restricted Stock, including the
          right to receive dividends and vote the shares; provided, however,
          that during such period (a) a Participant may not sell, transfer,
          pledge, exchange, hypothecate or otherwise dispose of shares of
          Restricted Stock, (b) the Company shall retain custody of any
          certificates evidencing the shares of Restricted Stock and (c) the
          Participant will deliver to the Company a stock power, endorsed in
          blank, with respect to the Restricted Stock. In lieu of retaining
          custody of the certificates evidencing shares of Restricted Stock,
          the shares of Restricted Stock may, in the Committee’s discretion,
          be held in escrow by the Company or recorded as outstanding by
          notation on the stock records of the Company until the Participant’s
          interest in such shares of Restricted Stock vest. Notwithstanding
          the preceding sentences, but subject to Section 14.07 of the Plan,
          if and to the extent deemed necessary by the Committee, dividends
          payable with respect to the Restricted Stock may accumulate (without
          interest) and become payable in cash or in shares of Common Stock to
          the Participant at the time, and only to the extent that, the
          portion of the Restricted Stock to which the dividends relate has
          become transferable and nonforfeitable.
        
	

        	
           
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    

    


    	
          
            [83(b) Election
          

        	
          
            Participant may file with the Internal Revenue Service an election
            under Section 83(b) of the Internal Revenue Code of 1986, as
            amended (i.e., an election to include in gross income in the year
            of issuance of the Restricted Stock the amount specified in
            Section 83(b)).]
          

        
	
          
             
          

        	
          
             
          

        
	
          
            Miscellaneous
          

        	
          
            Upon the occurrence of a Change in Control, all outstanding shares
            of the Restricted Stock 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