Exhibit 10.2


 


ZALE CORPORATION


2005 OUTSIDE DIRECTORS’ STOCK INCENTIVE PLAN


STOCK OPTION


PLAN AGREEMENT


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Social Security Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Participant

  	
   

  	
  Grant Date

  	
   

  	
  Number of Options

  	
   

  	
  Option Exercise Price

  



 


	
  Grant

  	
   

  	
  Zale Corporation (the “Company”) hereby grants to the Participant
  named above, as of the grant date above, the above number of Options to
  purchase common stock of the Company (“Company Stock”) at the above option
  exercise price subject to the terms and conditions set forth in this Plan
  Agreement and in the Zale Corporation 2005 Outside Directors’ Stock Incentive
  Plan (the “Plan”).



  
	
  Vesting

  	
   

  	
  Each Option shall become cumulatively exercisable as to 25 percent of
  the shares covered thereby on each of the first, second, third and fourth
  anniversaries of the date of grant.



  
	
  Expiration

  	
   

  	
  The expiration date of each Option shall be ten years after the date
  of grant; provided, however, that if the expiration date would
  occur during a period in which the Participant is prohibited from trading in
  the Company Stock pursuant to the provisions of the Company’s insider trading
  policy, then the expiration date shall be extended and such Option shall
  expire on the 30th day after
  the prohibition against trading under the Company’s insider trading policy
  has ceased to be in effect.



  
	
  Exercise

  	
   

  	
  An Option may be exercised for all or any portion of the shares as to
  which it is exercisable; provided, that no partial exercise of an Option
  shall be for an aggregate exercise price of less than $1,000.

  

  An Option shall be exercised
  by delivering notice to Zale Corporation Investor Relations, MS 5A-8, P.O. Box
  152777, Irving, Texas 75015-2777 no less than one business day in advance of
  the effective date of the proposed exercise (Please call Investor Relations
  for the proper form). Such notice shall be accompanied by this Plan
  Agreement, and may be withdrawn at any time prior to the close of business on
  the business day immediately preceding the effective date of the proposed
  exercise. Payment for shares of Company Stock purchased upon the exercise of
  an Option shall be made on the effective date of such exercise by cash,
  certified check, bank cashier’s check or wire transfer.

  
Certificates for shares of Company
  Stock purchased upon the exercise of an Option shall be issued in the name of
  the Participant, or other person entitled to receive such shares, and
  delivered to the Participant or such other person as soon as practicable
  following the effective date on which the Option is exercised.

  



 





















 


	
  Resignation or Removal

  	
   

  	
  Other than Cause, Disability or Death - In the event of Participant’s
  resignation or removal as a director of the Company for any reason other than
  Cause, Disability or death (i) Options granted to such Participant, to
  the extent that they were exercisable at the time of such resignation or
  removal, shall remain exercisable until the date that is three months after
  such resignation or removal, on which date they shall expire, and (ii) Options
  granted to such Participant, to the extent they were not exercisable at the
  time of such resignation or removal, shall expire at the close of business on
  the date of such resignation or removal. The three-month period described
  above shall be extended to one year in the event of the Participant’s death
  during such three-month period. Notwithstanding the foregoing, no Option
  shall be exercisable after the expiration of its term.



  
	
   

  	
   

  	
  Disability or Death - In the event of Participant’s resignation or removal as a director
  of the Company on account of the Disability or death of the Participant (i) Options
  granted to such Participant, to the extent they were exercisable at the time
  of such resignation or removal, shall remain exercisable until the first
  anniversary of such resignation or removal, on which date they shall expire,
  and (ii) Options granted to such Participant, to the extent that they
  were not exercisable at the time of such resignation or removal, shall expire
  at the close of business on the date of such resignation or removal;
  provided, however, that no Option shall be exercisable after the expiration
  of its term.

  

  Cause - In the event of Participant’s
  resignation or removal as a director of the Company for Cause, all
  outstanding Options granted to such Participant shall expire at the
  commencement of business on the date of such termination.



  
	
  Miscellaneous

  	
   

  	
  Upon the occurrence of a Change in Control, each Option granted under
  the Plan and outstanding at such time shall become fully and immediately
  exercisable and shall remain exercisable until its expiration, termination or
  cancellation pursuant to the terms of the Plan.

  

  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