FORM OF ZALE CORPORATION MANAGEMENT AND PROFESSIONAL BONUS PLAN

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Exhibit 10.8

FORM OF
ZALE CORPORATION
MANAGEMENT AND PROFESSIONAL BONUS PLAN

        Zale Corporation (the "Company") is committed to building and maintaining quality management and professional staff and to encouraging maximum focus on business improvement. The Management & Professional Bonus Plan (the "Plan") has been developed to allow all management and professional employees (a "Participant" (as further defined below)) the opportunity to receive an annual Company Performance Bonus (the "Bonus") based on the success of the Company.

        Certain Capitalized terms have special meaning when used in this Plan. These terms are either defined in the text as they are used or in the Administration of the Plan section below.

PLAN YEAR

        August 1, [YEAR], through July 31, [YEAR].

COMPANY PERFORMANCE BONUS

        The Bonus is based on the Plan Year Company performance, as measured by [PERFORMANCE MEASURE].

        Participants will receive a payout for the Bonus if performance exceeds the minimum level that has been established by the Company ("Threshold"). The more the Company performance exceeds the Threshold, the larger the Bonus achieved, up to a maximum level ("Stretch"). The Bonus payout percentages are interpolated between performance goal levels, Threshold, target ("Plan") and Stretch, as set forth in the below table, and rounded to the nearest tenth of a percent.

A.

Performance goals with associated payout percentages

Bonus factors are not subject to change during a Plan year; however, financial performance objectives may be adjusted upward or downward at the sole discretion of the Compensation Committee (the "Compensation Committee") of the Board of Directors of the Company as a result of acquisitions, divestitures, extraordinary one-time events or other substantive changes in the configuration of the business.

It is the policy of the Board of Directors of the Company that in the event the Board determines that a current or former executive officer has engaged in negligence or fraudulent or intentional misconduct that has resulted in a significant restatement of the Company's financial results and, had the results been properly calculated, such executive officer would have received less compensation, that the Board has the authority to seek reimbursement of any portion of any performance based or incentive compensation paid whether cash or equity based, or awarded to such executive officer in all years that is greater than would have been paid or awarded calculated based upon the restated financial results. Without limiting the foregoing, it is the policy of the Board to seek recoupment in all instances where Section 304 of the Sarbanes-Oxley Act of 2002 requires the Company to seek recoupment. This policy does not limit the Company's entitlement to take other appr