exv10w4c



 





EXHIBIT 10.4c




ZALE CORPORATION

2003 STOCK INCENTIVE PLAN

RESTRICTED STOCK

PLAN AGREEMENT



	 	 	 	 	 	 	 
	


	 	

	 	

	 	

	Participant

	 	Issue Date
	 	Number of Shares
	 	Social Security Number
	 
	 	 	 	 	 	 
	









	 	 	 
	Grant

	 	Zale Corporation (the “Company”), on behalf of Zale Delaware, Inc., its
	

	 	wholly-owned subsidiary, 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 2003 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 10(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 July 21, 2007 (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 10(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.







 









 





	 	 	 
	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 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 the termination of a Participant’s employment with
	

	 	Zale Delaware, Inc. for Cause, all Restricted Shares granted to the
	

	 	Participant which have not vested as of the date of such termination 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
	

	 	Date: