Zale Corporation 2003 Stock Incentive Plan Restricted Stock Award Agreement
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Summary
This agreement is between Zale Corporation and a participant, granting the participant a specified number of restricted shares of Zale Corporation common stock under the 2003 Stock Incentive Plan. The shares vest in full on July 21, 2007, provided the participant remains employed and meets the agreement's conditions. Before vesting, the shares cannot be transferred and may be forfeited if employment ends for cause. Upon vesting, restrictions are lifted, and the participant receives the shares outright. The agreement also addresses dividends, termination scenarios, and accelerated vesting upon a change in control.
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: |
