Exhibit
10.2


 


ZALE CORPORATION

2003 STOCK INCENTIVE PLAN, AS AMENDED

TIME-VESTING RESTRICTED STOCK UNITS

PLAN AGREEMENT


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Participant

  	
   

  	
  Issue
  Date

  	
   

  	
  Number
  of Units

  	
   

  	
  Employee
  ID

  



 


 


	
  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 25% on the second
  anniversary, 25% on the third anniversary and 50% on the fourth anniversary
  of the Issue 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