Exhibit 10.3


 


ZALE CORPORATION


2005 OUTSIDE DIRECTORS’ STOCK INCENTIVE PLAN


RESTRICTED STOCK


PLAN AGREEMENT


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Participant

  	
   

  	
  Issue Date

  	
   

  	
  Number of Shares

  	
   

  	
  Social Security Number

  



 


	
  Grant

  	
   

  	
  Zale Corporation (the “Company”) has issued to the Participant named
  above, as of the Issue Date, the above number of shares of common stock of
  the Company (the “Restricted Stock”) 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”).



  
	
  Issue Date

  	
   

  	
  The Issue Date for the shares of Restricted Stock granted to the
  Participant pursuant to this Plan Agreement (the “Restricted Shares,” or a
  “Restricted Share”) shall be the date set forth above.



  
	
  Issuance of Certificates

  	
   

  	
  Reasonably promptly after the Issue Date, the Company shall cause to
  be issued a stock certificate, registered in the name of the Participant,
  evidencing the Restricted Shares; provided, however, that the Company shall
  not cause such a stock certificate to be issued unless it has received a
  stock power duly endorsed in blank with respect to such Restricted Shares.
  Each such stock certificate shall bear the legend required by
  Section 8(e) of the Plan. Such legend shall not be removed until
  such Restricted shares vest pursuant to the terms of this Plan Agreement and
  the Plan.



  
	
   

  	
   

  	
  The stock certificate issued with respect to the Restricted Shares,
  together with the stock powers relating to such Restricted Shares, shall be
  held by the Company.



  
	
  Vesting Date(s)

  	
   

  	
  The Restricted Shares shall vest in full on the first anniversary of
  the Issue Date (the “Vesting Date”).



  
	
  Consequences of Vesting

  	
   

  	
  Upon the vesting of a Restricted Share pursuant to the terms of the
  Plan and this Plan Agreement, the restrictions set forth below relating to
  such Restricted Shares shall cease to apply to such Restricted Share.
  Reasonably promptly after a Restricted Share vests, the Company shall cause
  to be delivered to the Participant a certificate evidencing such Restricted
  Share, free of the legend required by Section 8(e) of the Plan.
  Notwithstanding the foregoing, the Restricted Share still may be subject to
  restrictions on transfer as a result of applicable securities laws.



  
	
  Dividends

  	
   

  	
  The Participant shall be entitled to receive dividend payments, if
  any, with respect to the Restricted Shares.



  
	
  Restrictions

  	
   

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



  



 





















 


	
  Resignation or Removal

  	
   

  	
  Other than Cause - During the 90 days following termination of a Participant’s
  resignation or removal as a director of the Company for any reason other than
  Cause, the Company shall have the right to require the return of any
  Restricted Shares to which restrictions on transferability apply, in exchange
  for which the Company shall repay to the Participant (or the Participant’s
  estate) any amount paid by the Participant for such Restricted Shares.



  
	
   

  	
   

  	
  Cause - In
  the event of Participant’s resignation or removal as a director of the
  Company for Cause, all Restricted Shares granted to the Participant which
  have not vested as of the date of such resignation or removal shall
  immediately be returned to the Company, together with any dividends paid on
  such Restricted Shares.



  
	
  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 Shares the amounts specified in such
  Section 83(b)).



  
	
  Misc.

  	
   

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