Exhibit 10.6
ZALE CORPORATION
2003 STOCK INCENTIVE PLAN, AS
AMENDED
PERFORMANCE-BASED RESTRICTED 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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Social Security Number
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Grant
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Zale Corporation (the “Company”), on
behalf of Zale Delaware, Inc. (“Zale Delaware”),
its wholly-owned subsidiary, has granted to the Participant named
above, as of the Issue Date, the above number of Restricted Stock
Units, subject to the terms and conditions set forth in this Plan
Agreement and in the Zale Corporation 2003 Stock Incentive Plan, as
amended (the “Plan”).
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Issue Date
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The Issue Date for the Restricted Stock Units
granted to the Participant pursuant to this Plan Agreement shall be
the date set forth above.
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Performance-Based Award
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Each Restricted Stock Unit granted to the
Participant pursuant to this Plan Agreement represents the
Company’s unsecured obligation, upon the satisfaction of the
Performance Goal(s) set forth on Exhibit A hereto, to
issue to the Participant the applicable number of shares of the
Company’s common stock, par value $.01 per share
(“Common Stock”), as determined in accordance with the
provisions of Exhibit A hereto or, in the sole
discretion of the Plan Committee, to pay to the Participant, in
lieu thereof, an amount equal to the Fair Market Value of such
number of shares of Common Stock. Unless the Committee has elected
to make a cash payment in satisfaction of the Restricted Stock
Units reasonably promptly after the Committee has determined
whether the Performance Goal(s) have been satisfied, the Company
shall cause to be delivered to the Participant a certificate
evidencing the shares of Common Stock issuable to the Participant,
free of any restrictive legend other than 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 Restricted Stock Units and
shall have no voting rights with respect to the Restricted Stock
Units.
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Restrictions on Transfer
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No transfer of the Participant’s rights
with respect to the Restricted Stock Units, whether voluntary or
involuntary, by operation of law or otherwise, shall be permitted.
Immediately upon any attempt to transfer such rights, such
Restricted Stock Units, and all of the rights related thereto,
shall be forfeited by the Participant.
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No
Section 83(b) Elections
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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
Stock Units the amounts specified in such
Section 83(b)).
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Misc.
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Capitalized terms used in this Plan Agreement or
Exhibit A hereto that are not otherwise defined herein
shall have the meanings assigned to them in the Plan.
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Zale Corporation
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Authorized Officer
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I hereby agree to be bound by all the terms and
conditions of this Plan Agreement and the Plan.
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Participant
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EXHIBIT A
Schedule of Shares of Common
Stock to Be Issued
A.
The number of shares of Common Stock
to be issued to the Participant for each Restricted Stock Unit
granted pursuant to this Plan Agreement shall be determined as
follows:
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Achieved Return on Invested
Capital
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Number of Shares of Common Stock
to be
Issued for each Restricted Stock Unit
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%
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%
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%
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%
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%
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%
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%
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%
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%
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For purposes of the above table,
Achieved Return on Invested Capital shall be the average Return on
Invested Capital of the Company as determined by the Plan Committee
in its sole discretion over the three year period beginning on
August 1, and
ending on July 31,
(the “Performance Period”). All determinations of
the Plan Committee with respect to the level of achievement of the
Performance Goal set forth in the table above shall be conclusive
and binding upon the Company and the Participant.
B.
Notwithstanding any other provision
of this Exhibit A , and unless any agreement between
the Participant and the Company or Zale Delaware expressly provides
otherwise, if a Change in Control occurs before July 31,
and (1) the
Participant remains
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