Social Security Number Participant Grant Date Number of Options Option Exercise Price Grant Zale Corporation (the “Company”), on behalf of Zale Delaware, Inc., its wholly-owned subsidiary, hereby grants to the Participant named above, as of the grant...
EXHIBIT 10.4b
▇▇▇▇ CORPORATION
2003 STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION
PLAN AGREEMENT
| Social Security Number | ||||||
Participant
|
Grant Date | Number of Options | Option Exercise Price | |||
▇▇▇▇▇
|
▇▇▇▇ Corporation (the “Company”), on behalf of ▇▇▇▇ Delaware, Inc., its | |
| wholly-owned subsidiary, hereby grants to the Participant named above, as | ||
| of the grant date above, the above number of Incentive Stock Options to | ||
| purchase common stock of the Company (“Company Stock”) at the above | ||
| option exercise price subject to the terms and conditions set forth in | ||
| this Plan Agreement and in the ▇▇▇▇ Corporation 2003 Stock Incentive Plan | ||
| (the “Plan”). | ||
Vesting
|
Each Option shall become cumulatively exercisable as to 25 percent of the | |
| shares covered thereby on each of the first, second, third and fourth | ||
| anniversaries of the date of grant. | ||
Expiration
|
No Option shall be exercisable more than 10 years after the date of grant. | |
Exercise
|
An Option may be exercised for all or any portion of the shares as to | |
| which it is exercisable; provided, that no partial exercise of an Option | ||
| shall be for an aggregate exercise price of less than $1,000. | ||
| An Option shall be exercised by delivering notice to ▇▇▇▇ Corporation | ||
| Investor Relations, MS 6B-3, P.O. Box 152777, Irving, Texas 75015-2777 no | ||
| less than one business day in advance of the effective date of the | ||
| proposed exercise (Please call Investor Relations for the proper form). | ||
| Such notice shall be accompanied by this Plan Agreement, and may be | ||
| withdrawn at any time prior to the close of business on the business day | ||
| immediately preceding the effective date of the proposed exercise. | ||
| Payment for shares of Company Stock purchased upon the exercise of an | ||
| Option shall be made on the effective date of such exercise by cash, | ||
| certified check, bank cashier’s check or wire transfer. | ||
| Certificates for shares of Company Stock purchased upon the exercise of | ||
| an Option shall be issued in the name of the Participant, or other person | ||
| entitled to receive such shares, and delivered to the Participant or such | ||
| other person as soon as practicable following the effective date on which | ||
| the Option is exercised. |
Termination
|
Other than Cause, Disability or Death — In the event that the employment | |
| of a Participant with ▇▇▇▇ Delaware, Inc. shall terminate for any reason | ||
| other than Cause, Disability or death (i) Options granted to such | ||
| Participant, to the extent that they were exercisable at the time of such | ||
| termination, shall remain exercisable until the date that is three months | ||
| after such termination, on which date they shall expire, and (ii) Options | ||
| granted to such Participant, to the extent they were not exercisable at | ||
| the time of such termination, shall expire at the close of business on | ||
| the date of such termination. The three-month period described above | ||
| shall be extended to one year in the event of the Participant’s death | ||
| during such three-month period. Notwithstanding the foregoing, no Option | ||
| shall be exercisable after the expiration of its term. | ||
| Disability or Death — In the event that the employment of a Participant | ||
| with ▇▇▇▇ Delaware, Inc. shall terminate on account of the Disability or | ||
| death of the Participant (i) Options granted to such Participant, to the | ||
| extent they were exercisable at the time of such termination, shall | ||
| remain exercisable until the first anniversary of such termination, on | ||
| which date they shall expire, and (ii) Options granted to such | ||
| Participant, to the extent that they were not exercisable at the time of | ||
| such termination, shall expire at the close of business on the date of | ||
| such termination; provided, however, that no Option shall be exercisable | ||
| after the expiration of its term. | ||
| Cause — In the event of the termination of a Participant’s employment | ||
| with ▇▇▇▇ Delaware, Inc. for Cause, all outstanding Options granted to | ||
| such Participant shall expire at the commencement of business on the date | ||
| of such termination. | ||
Miscellaneous
|
Upon the occurrence of a Change in Control, each Option granted under the | |
| Plan and outstanding at such time shall become fully and immediately | ||
| exercisable and shall remain exercisable until its expiration, | ||
| termination or cancellation pursuant to the terms of the Plan. | ||
| Capitalized terms not otherwise defined herein shall have the meanings | ||
| assigned to them in the Plan. | ||
Disqualifying Dispositions
|
Each Participant shall notify the Company of any dispositions of shares | |
| of stock purchased under an Incentive Stock Option if such disposition | ||
| occurs within one year of the exercise date. Such notice shall be | ||
| provided within 10 Days of such disposition, and shall be addressed to | ||
| the attention of ▇▇▇▇ Corporation Investor Relations, MS 6B-3, P.O. Box | ||
| 152777, Irving, Texas 75015-2777. | ||
| ▇▇▇▇ Corporation | ||
| Authorized Officer | ||
| I hereby agree to be bound by all the terms and | ||
| Conditions of this Plan Agreement and the Plan. | ||
| Participant | ||
| Date: |