Zale Corporation 2003 Stock Incentive Plan Incentive Stock Option Agreement with Participant

Summary

This agreement is between Zale Corporation (on behalf of its subsidiary Zale Delaware, Inc.) and an employee participant. It grants the participant incentive stock options to purchase company shares at a set price, with options vesting over four years. The agreement outlines how and when options can be exercised, and what happens if employment ends due to resignation, disability, death, or cause. It also specifies that all options become fully exercisable upon a change in control of the company. The participant must notify the company of certain stock dispositions within one year of exercise.

EX-10.4B 2 d18967exv10w4b.htm FORM OF STOCK OPTION AWARD AGREEMENT 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		withdrawn at any time prior to the close of business on the business day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: