Form of Stock Option Award Agreement
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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withdrawn at any time prior to the close of business on the business day | ||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 cashiers 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 Participants 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 Participants 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: |