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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., itswholly-owned subsidiary, has issued to the Participant named above, as of theIssue 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 PlanAgreement 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 Participantpursuant to this Plan Agreement (the Restricted Shares, or a RestrictedShare) shall be the date set forth above.Issuance of Certificates
    
    Reasonably promptly after the Issue Date, the Company shall cause to be issueda stock certificate, registered in the name of the Participant, evidencing theRestricted Shares; provided, however, that the Company shall not cause such astock certificate to be issued unless it has received a stock power dulyendorsed in blank with respect to such Restricted Shares. Each such stockcertificate shall bear the legend required by Section 10(e) of the Plan. Suchlegend shall not be removed until such Restricted shares vest pursuant to theterms of this Plan Agreement and the Plan.The stock certificate issued with respect to the Restricted Shares, togetherwith the stock powers relating to such Restricted Shares, shall be held by theCompany.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 andthis Plan Agreement, the restrictions set forth below relating to suchRestricted Shares shall cease to apply to such Restricted Share. Reasonablypromptly after a Restricted Share vests, the Company shall cause to bedelivered to the Participant a certificate evidencing such Restricted Share,free of the legend required by Section 10(e) of the Plan. Notwithstanding theforegoing, the Restricted Share still may be subject to restrictions ontransfer as a result of applicable securities laws.Dividends
    
    The Participant shall be entitled to receive dividend payments, if any, withrespect to the Restricted Shares.Restrictions
    
    Prior to the vesting of a Restricted Share, no transfer of the Participantsrights with respect to such Restricted Share, whether voluntary orinvoluntary, 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.




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Termination
    
    Other than Cause  During the 90 days following termination of a Participantsemployment with Zale Delaware, Inc. for any reason other than Cause, theCompany shall have the right to require the return of any Restricted Shares towhich restrictions on transferability apply, in exchange for which the Companyshall repay to the Participant (or the Participants estate) any amount paidby the Participant for such Restricted Shares.Cause  In the event of the termination of a Participants employment withZale Delaware, Inc. for Cause, all Restricted Shares granted to theParticipant which have not vested as of the date of such termination shallimmediately be returned to the Company, together with any dividends paid onsuch Restricted Shares.No Section 83(b) Elections
    
    The Participant shall not file with the Internal Revenue Service an electionunder Section 83(b) of the Internal Revenue Code of 1986, as amended (i.e., anelection to include in gross income in the year of issuance of the RestrictedShares the amounts specified in such Section 83(b)).Misc.
    
    Upon the occurrence of a Change in Control, all outstanding Restricted Shareswhich have not theretofore vested shall immediately vest.Capitalized terms not otherwise defined herein shall have the meaningsassigned to them in the Plan.Zale CorporationAuthorized OfficerI hereby agree to be bound by all the terms andConditions of this Plan Agreement and the Plan.ParticipantDate: