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Exhibit 10.3
FORM OF
ZALE CORPORATION
NON-EMPLOYEE DIRECTOR EQUITY COMPENSATION PLAN,
AS AMENDED
DEFERRED STOCK UNITS
PLAN AGREEMENT
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Participant
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Issue Date
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Number of Units
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Grant
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Zale Corporation (the “Company”) has
granted to the Participant named above, as of the Issue Date, the
above number of Deferred Stock Units, subject to the terms and
conditions set forth in this Plan Agreement and in the Zale
Corporation Non-Employee Director Equity Compensation Plan, as
amended (the “Plan”).
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Issue Date
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The Issue Date for the Deferred Stock Units
granted to the Participant pursuant to this Plan Agreement shall be
the date set forth above.
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Vesting
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The Deferred Stock Units granted to the
Participant pursuant to this Plan Agreement shall be fully vested
at all times.
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Payment Date
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The Payment for the Deferred Stock Units granted
hereby shall be [________ __, 20__.][the date elected by the
Participant in the deferral election form attached
hereto.]
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Payment
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On the Payment Date, the Company promptly shall
cause to be delivered to the Participant a number of shares of
Company Stock equal to the number of Deferred Stock Units granted
to the Participant (and any additional Deferred Stock Units or
other amounts credited with respect to Dividend Equivalents),
unless the Board of Directors in its sole discretion determines
that payment shall be made instead by delivering an amount of cash
equal to the Fair Market Value thereof. Notwithstanding the
foregoing, such shares may be subject to restrictions on transfer
as a result of applicable securities laws.
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No Dividends or Voting Rights
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The Participant shall not be entitled to receive
dividend payments with respect to the Deferred Stock Units and
shall have no voting rights with respect to the Deferred Stock
Units. Unless otherwise provided by the Board of Directors the
Participant shall be entitled to receive, currently or on a
deferred basis, Dividend Equivalents with respect to the number of
shares of Company Stock covered by the Deferred Stock Units. The
Board of Directors may provide that the
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