Form of Restricted Stock Award Agreement
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EX-10.4C 3 d18967exv10w4c.htm FORM OF RESTRICTED STOCK AWARD AGREEMENT exv10w4c
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., its | |
| wholly-owned subsidiary, has issued to the Participant named above, as of the | ||
| Issue 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 Plan | ||
| Agreement 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 Participant | |
| pursuant to this Plan Agreement (the “Restricted Shares,” or a “Restricted | ||
| Share”) shall be the date set forth above. | ||
Issuance of Certificates | Reasonably promptly after the Issue Date, the Company shall cause to be issued | |
| a stock certificate, registered in the name of the Participant, evidencing the | ||
| Restricted Shares; provided, however, that the Company shall not cause such a | ||
| stock certificate to be issued unless it has received a stock power duly | ||
| endorsed in blank with respect to such Restricted Shares. Each such stock | ||
| certificate shall bear the legend required by Section 10(e) of the Plan. Such | ||
| legend shall not be removed until such Restricted shares vest pursuant to the | ||
| terms of this Plan Agreement and the Plan. | ||
| The stock certificate issued with respect to the Restricted Shares, together | ||
| with the stock powers relating to such Restricted Shares, shall be held by the | ||
| Company. | ||
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 and | |
| this Plan Agreement, the restrictions set forth below relating to such | ||
| Restricted Shares shall cease to apply to such Restricted Share. Reasonably | ||
| promptly after a Restricted Share vests, the Company shall cause to be | ||
| delivered to the Participant a certificate evidencing such Restricted Share, | ||
| free of the legend required by Section 10(e) of the Plan. Notwithstanding the | ||
| foregoing, the Restricted Share still may be subject to restrictions on | ||
| transfer as a result of applicable securities laws. | ||
Dividends | The Participant shall be entitled to receive dividend payments, if any, with | |
| respect to the Restricted Shares. | ||
Restrictions | Prior to the vesting of a Restricted Share, no transfer of the Participant’s | |
| rights with respect to such Restricted Share, whether voluntary or | ||
| involuntary, 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. |
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 Shares to | ||
| which restrictions on transferability apply, in exchange for which the Company | ||
| shall repay to the Participant (or the Participant’s estate) any amount paid | ||
| by the Participant for such Restricted Shares. | ||
| Cause — In the event of the termination of a Participant’s employment with | ||
| Zale Delaware, Inc. for Cause, all Restricted Shares granted to the | ||
| Participant which have not vested as of the date of such termination shall | ||
| immediately be returned to the Company, together with any dividends paid on | ||
| such Restricted Shares. | ||
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 | ||
| Shares the amounts specified in such Section 83(b)). | ||
Misc. | Upon the occurrence of a Change in Control, all outstanding Restricted Shares | |
| 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 | ||
| Date: |
