Exhibit 10.5


 


ZALE CORPORATION


2003 STOCK INCENTIVE PLAN, AS AMENDED


TIME-VESTING 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.

  
	
   

  	
   

  	
   

  
	
  Vesting Date(s)

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Consequences of Vesting

  	
   

  	
  Upon the Vesting Date, the Participant
  shall be entitled to receive one share of the Company’s common stock, par
  value $.01 per share (“Common Stock”), for each Restricted Stock Unit that
  vested on the Vesting Date or, in the sole discretion of the Committee, in
  lieu thereof, the Company shall pay to the Participant the Fair Market Value
  of such number of shares of Common Stock. Unless the Committee has elected to
  make a cash payment upon the vesting of the Restricted Stock Units reasonably
  promptly after the Vesting Date, the Company shall cause to be delivered to
  the Participant a certificate evidencing the shares of Common Stock issuable
  to the Participant upon the vesting of the Restricted Stock Units, 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.

  



 





















 


	
  Termination

  	
   

  	
  Other than Cause -
  During the 90 days following termination of a Participant’s employment with
  Zale Delaware, Inc. for any reason other than Cause, the Company shall
  have the right to require the return of any Restricted Stock Units that had
  not vested as of the date of such Participant’s termination of employment and
  any such Restricted Stock Units required to be returned to the Company shall
  be void and of no further effect.

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  Cause - In the
  event of the termination of a Participant’s employment with Zale Delaware, Inc.
  for Cause, the Restricted Stock Units granted to the Participant which have
  not vested as of the date of such termination shall immediately be returned
  to the Company and thereupon shall be void and of no further effect.

  	 

	
   

  	
   

  	
   

  	 

	
  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.

  	
   

  	
  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