exv10w4b



 





EXHIBIT 10.4b




ZALE CORPORATION

2003 STOCK INCENTIVE PLAN

INCENTIVE STOCK OPTION

PLAN AGREEMENT



	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	

	 

	 	 
	 	 
	 	Social Security Number
	 
	 	 	 	 	 	 
	


	 	

	 	

	 	

	Participant

	 	Grant Date
	 	Number of Options
	 	Option Exercise Price
	 
	 	 	 	 	 	 
	









	 	 	 
	Grant

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

	 	wholly-owned subsidiary, hereby grants to the Participant named above, as
	

	 	of the grant date above, the above number of Incentive Stock 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 2003 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

	 	No Option shall be exercisable more than 10 years after the date of grant.
	 
	 	 
	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 6B-3, 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	 	withdrawn at any time prior to the close of business on the business day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.







 









 





	 	 	 
	Termination

	 	Other than Cause, Disability or Death — In the event that the employment
	

	 	of a Participant with Zale Delaware, Inc. shall terminate 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
	

	 	termination, shall remain exercisable until the date that is three months
	

	 	after such termination, 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 termination, shall expire at the close of business on
	

	 	the date of such termination. 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 that the employment of a Participant
	

	 	with Zale Delaware, Inc. shall terminate 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 termination, shall
	

	 	remain exercisable until the first anniversary of such termination, 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 termination, shall expire at the close of business on the date of
	

	 	such termination; provided, however, that no Option shall be exercisable
	

	 	after the expiration of its term.
	 
	 	 
	

	 	Cause — In the event of the termination of a Participant’s employment
	

	 	with Zale Delaware, Inc. 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.
	 
	 	 
	Disqualifying Dispositions

	 	Each Participant shall notify the Company of any dispositions of shares
	

	 	of stock purchased under an Incentive Stock Option if such disposition
	

	 	occurs within one year of the exercise date. Such notice shall be
	

	 	provided within 10 Days of such disposition, and shall be addressed to
	

	 	the attention of Zale Corporation Investor Relations, MS 6B-3, P.O. Box
	

	 	152777, Irving, Texas 75015-2777.
	 
	 	 
	

	 	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: