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EXHIBIT 10.4b ZALE CORPORATION
2003 STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION
PLAN AGREEMENT Social Security NumberParticipant
    
    Grant Date
    
    Number of Options
    
    Option Exercise Price
 Grant
    
    Zale Corporation (the Company), on behalf of Zale Delaware, Inc., itswholly-owned subsidiary, hereby grants to the Participant named above, asof the grant date above, the above number of Incentive Stock Options topurchase common stock of the Company (Company Stock) at the aboveoption exercise price subject to the terms and conditions set forth inthis 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 theshares covered thereby on each of the first, second, third and fourthanniversaries 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 towhich it is exercisable; provided, that no partial exercise of an Optionshall be for an aggregate exercise price of less than $1,000.An Option shall be exercised by delivering notice to Zale CorporationInvestor Relations, MS 6B-3, P.O. Box 152777, Irving, Texas 75015-2777 noless than one business day in advance of the effective date of theproposed exercise (Please call Investor Relations for the proper form).Such notice shall be accompanied by this Plan Agreement, and may bewithdrawn at any time prior to the close of business on the business dayimmediately preceding the effective date of the proposed exercise.Payment for shares of Company Stock purchased upon the exercise of anOption 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 ofan Option shall be issued in the name of the Participant, or other personentitled to receive such shares, and delivered to the Participant or suchother person as soon as practicable following the effective date on whichthe Option is exercised.




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Termination
    
    Other than Cause, Disability or Death  In the event that the employmentof a Participant with Zale Delaware, Inc. shall terminate for any reasonother than Cause, Disability or death (i) Options granted to suchParticipant, to the extent that they were exercisable at the time of suchtermination, shall remain exercisable until the date that is three monthsafter such termination, on which date they shall expire, and (ii) Optionsgranted to such Participant, to the extent they were not exercisable atthe time of such termination, shall expire at the close of business onthe date of such termination. The three-month period described aboveshall be extended to one year in the event of the Participants deathduring such three-month period. Notwithstanding the foregoing, no Optionshall be exercisable after the expiration of its term.Disability or Death  In the event that the employment of a Participantwith Zale Delaware, Inc. shall terminate on account of the Disability ordeath of the Participant (i) Options granted to such Participant, to theextent they were exercisable at the time of such termination, shallremain exercisable until the first anniversary of such termination, onwhich date they shall expire, and (ii) Options granted to suchParticipant, to the extent that they were not exercisable at the time ofsuch termination, shall expire at the close of business on the date ofsuch termination; provided, however, that no Option shall be exercisableafter the expiration of its term.Cause  In the event of the termination of a Participants employmentwith Zale Delaware, Inc. for Cause, all outstanding Options granted tosuch Participant shall expire at the commencement of business on the dateof such termination.Miscellaneous
    
    Upon the occurrence of a Change in Control, each Option granted under thePlan and outstanding at such time shall become fully and immediatelyexercisable 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 meaningsassigned to them in the Plan.Disqualifying Dispositions
    
    Each Participant shall notify the Company of any dispositions of sharesof stock purchased under an Incentive Stock Option if such dispositionoccurs within one year of the exercise date. Such notice shall beprovided within 10 Days of such disposition, and shall be addressed tothe attention of Zale Corporation Investor Relations, MS 6B-3, P.O. Box152777, Irving, Texas 75015-2777.Zale CorporationAuthorized OfficerI hereby agree to be bound by all the terms andConditions of this Plan Agreement and the Plan.ParticipantDate: