Exhibit 10.6


 


ZALE CORPORATION


2003 STOCK INCENTIVE PLAN, AS AMENDED


PERFORMANCE-BASED RESTRICTED STOCK UNITS


PLAN AGREEMENT


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Participant

  	
   

  	
  Issue Date

  	
   

  	
  Number of
  Units

  	
   

  	
  Social
  Security Number

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grant

  	
   

  	
  Zale Corporation (the “Company”), on behalf
  of Zale Delaware, Inc. (“Zale Delaware”), its wholly-owned subsidiary,
  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 2003 Stock Incentive
  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.

  
	
   

  	
   

  	
   

  
	
  Performance-Based Award

  	
   

  	
  Each Restricted Stock Unit granted to the
  Participant pursuant to this Plan Agreement represents the Company’s
  unsecured obligation, upon the satisfaction of the Performance Goal(s) set
  forth on Exhibit A hereto, to issue to the Participant the
  applicable number of shares of the Company’s common stock, par value $.01 per
  share (“Common Stock”), as determined in accordance with the provisions of Exhibit A
  hereto or, in the sole discretion of the Plan Committee, to pay to the
  Participant, in lieu thereof, an amount equal to the Fair Market Value of
  such number of shares of Common Stock. Unless the Committee has elected to
  make a cash payment in satisfaction of the Restricted Stock Units reasonably
  promptly after the Committee has determined whether the Performance Goal(s)
  have been satisfied, the Company shall cause to be delivered to the
  Participant a certificate evidencing the shares of Common Stock issuable to
  the Participant, free of any restrictive legend other than 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.

  
	
   

  	
   

  	
   

  
	
  Restrictions on Transfer

  	
   

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

  
	
   

  	
   

  	
   

  
	
  No Section 83(b) Elections

  	
   

  	
  The Participant shall not 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 Units the amounts
  specified in such Section 83(b)).

  



 





















 


	
  Misc.

  	
   

  	
  Capitalized terms used in this Plan
  Agreement or Exhibit A hereto that are 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

  



 





















 


EXHIBIT A


 


Schedule of Shares of Common Stock to Be
Issued


 


A.                                     The
number of shares of Common Stock to be issued to the Participant for each
Restricted Stock Unit granted pursuant to this Plan Agreement shall be determined
as follows:


 


	
  Achieved Return on Invested
  Capital

  	
   

  	
  Number of Shares of Common Stock to be

  Issued for each Restricted Stock Unit

  	
   

  
	
      %

  	
   

  	
      

  	
   

  
	
      %

  	
   

  	
      

  	
   

  
	
      %

  	
   

  	
      

  	
   

  
	
      %

  	
   

  	
      

  	
   

  
	
      %

  	
   

  	
      

  	
   

  
	
      %

  	
   

  	
      

  	
   

  
	
      %

  	
   

  	
      

  	
   

  
	
      %

  	
   

  	
      

  	
   

  
	
      %

  	
   

  	
      

  	
   

  



 


For purposes
of the above table, Achieved Return on Invested Capital shall be the average
Return on Invested Capital of the Company
as determined by the Plan Committee in its sole discretion over the three year
period beginning on August 1,        
and ending on July 31,         (the “Performance
Period”).  All determinations of the Plan
Committee with respect to the level of achievement of the Performance Goal set
forth in the table above shall be conclusive and binding upon the Company and
the Participant.


 


B.                                       Notwithstanding
any other provision of this Exhibit A, and unless any agreement
between the Participant and the Company or Zale Delaware expressly provides
otherwise, if a Change in Control occurs before July 31,        
and (1) the Participant remains an active full-time employee of the
Company through July 31,        , the
Participant shall be entitled to receive the greater of (w) one share of Common
Stock for each Restricted Stock Unit granted pursuant to this Plan Agreement or
(x) the number of shares of Common Stock that would be payable as determined
pursuant to the schedule above, or (2) the Participant’s employment
is terminated following a Change in Control and prior to the last day of the
Performance Period, other than for Cause, the Participant shall be entitled to
receive one share of Common Stock for each Restricted Stock Unit granted
pursuant to this Plan Agreement.


 


C.                                       Unless
any agreement between the Participant and the Company or Zale Delaware
expressly provides otherwise, if the Participant’s employment with the Company
terminates prior to the last day of the Performance Period for any reason,
other than as set forth in paragraph B above, the Restricted Stock Units
granted pursuant to this Plan Agreement shall be forfeited and all of the
Participant’s rights with respect thereto shall terminate.


 





















 


ZALE CORPORATION


2003 STOCK INCENTIVE PLAN, AS AMENDED


PERFORMANCE-BASED RESTRICTED STOCK UNITS


PLAN AGREEMENT


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Participant

  	
   

  	
  Issue Date

  	
   

  	
  Number of Units

  	
   

  	
  Social Security Number

  
	
   

  	
   

  	
   

  
	
  Grant

  	
   

  	
  Zale Corporation (the “Company”), on behalf
  of Zale Delaware, Inc. (“Zale Delaware”), its wholly-owned subsidiary,
  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 2003 Stock Incentive
  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.

  
	
   

  	
   

  	
   

  
	
  Performance-Based Award

  	
   

  	
  Each Restricted Stock Unit granted to the
  Participant pursuant to this Plan Agreement represents the Company’s
  unsecured obligation, upon the satisfaction of the Performance Goal(s) set
  forth on Exhibit A hereto, to issue to the Participant the
  applicable number of shares of the Company’s common stock, par value $.01 per
  share (“Common Stock”), as determined in accordance with the provisions of Exhibit A
  hereto or, in the sole discretion of the Plan Committee, to pay to the
  Participant, in lieu thereof, an amount equal to the Fair Market Value of
  such number of shares of Common Stock. Unless the Committee has elected to
  make a cash payment in satisfaction of the Restricted Stock Units reasonably
  promptly after the Committee has determined whether the Performance Goal(s)
  have been satisfied, the Company shall cause to be delivered to the
  Participant a certificate evidencing the shares of Common Stock issuable to
  the Participant, free of any restrictive legend other than 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.

  
	
   

  	
   

  	
   

  
	
  Restrictions on Transfer

  	
   

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

  
	
   

  	
   

  	
   

  
	
  No Section 83(b) Elections

  	
   

  	
  The Participant shall not 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 Units the
  amounts specified in such Section 83(b)).

  



 





















 


	
  Misc.

  	
   

  	
  Capitalized terms used in this Plan
  Agreement or Exhibit A hereto that are 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

  



 





















 


EXHIBIT A


 


Schedule of Shares of Common Stock to Be
Issued


 


A.                                     The
number of shares of Common Stock to be issued to the Participant for each
Restricted Stock Unit granted pursuant to this Plan Agreement shall be
determined as follows:


 


	
  Achieved Return on Assets of [            ]

  	
   

  	
  Number of Shares of Common Stock to be

  Issued for each Restricted Stock Unit

  	
   

  
	
      %

  	
   

  	
     

  	
   

  
	
      %

  	
   

  	
     

  	
   

  
	
      %

  	
   

  	
     

  	
   

  
	
      %

  	
   

  	
     

  	
   

  
	
      %

  	
   

  	
     

  	
   

  
	
      %

  	
   

  	
     

  	
   

  
	
      %

  	
   

  	
     

  	
   

  
	
      %

  	
   

  	
     

  	
   

  
	
      %

  	
   

  	
     

  	
   

  



 


For purposes
of the above table, Achieved Return on Assets of [COMPANY OR
BRAND] shall be the average Return on Assets of
[COMPANY OR BRAND] as determined by the
Plan Committee in its sole discretion over the three year period beginning on August 1,
        and ending on July 31,        
(the “Performance Period”).  All
determinations of the Plan Committee with respect to the level of achievement
of the Performance Goal set forth in the table above shall be conclusive and
binding upon the Company and the Participant.


 


B.                                       Notwithstanding
any other provision of this Exhibit A, and unless any agreement
between the Participant and the Company or Zale Delaware expressly provides
otherwise, if a Change in Control occurs before July 31,        
and (1) the Participant remains an active full-time employee of the
Company through July 31,        , the
Participant shall be entitled to receive the greater of (w) one share of Common
Stock for each Restricted Stock Unit granted pursuant to this Plan Agreement or
(x) the number of shares of Common Stock that would be payable as determined
pursuant to the schedule above, or (2) the Participant’s employment
is terminated following a Change in Control and prior to the last day of the
Performance Period, other than for Cause, the Participant shall be entitled to
receive one share of Common Stock for each Restricted Stock Unit granted
pursuant to this Plan Agreement.


 


C.                                       Unless
any agreement between the Participant and the Company or Zale Delaware
expressly provides otherwise, if the Participant’s employment with the Company
terminates prior to the last day of the Performance Period for any reason,
other than as set forth in paragraph B above, the Restricted Stock Units
granted pursuant to this Plan Agreement shall be forfeited and all of the
Participant’s rights with respect thereto shall terminate.