0001047469-08-010329 Sample Contracts

FORM OF ZALE CORPORATION 2003 STOCK INCENTIVE PLAN, AS AMENDED NON-QUALIFIED STOCK OPTION PLAN AGREEMENT
Zale Corp • September 26th, 2008 • Retail-jewelry stores

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 date above, the above number of Non-Qualified Stock Options to purchase common stock of the Company ("Company Stock") at the above Option Exercise Price per share subject to the terms and conditions set forth in this Plan Agreement and in the Zale Corporation 2003 Stock Incentive Plan (the "Plan"), as amended.

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FORM OF ZALE CORPORATION 2003 STOCK INCENTIVE PLAN, AS AMENDED RESTRICTED STOCK PLAN AGREEMENT
Zale Corp • September 26th, 2008 • Retail-jewelry stores

Grant Zale Corporation (the "Company"), on behalf of Zale Delaware, Inc. ("Zale Delware"), 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, as amended (the "Plan").

FORM OF ZALE CORPORATION 2003 STOCK INCENTIVE PLAN, AS AMENDED PERFORMANCE- BASED RESTRICTED STOCK UNITS PLAN AGREEMENT
Zale Corp • September 26th, 2008 • Retail-jewelry stores

Grant 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").

FORM OF ZALE CORPORATION 2003 STOCK INCENTIVE PLAN, AS AMENDED TIME-VESTING RESTRICTED STOCK UNITS PLAN AGREEMENT
Zale Corp • September 26th, 2008 • Retail-jewelry stores

Grant 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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