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Outside Directors' 2005 Stock Incentive Plan As Amended

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Exhibit 10.6a ZALE CORPORATION
OUTSIDE DIRECTORS' 2005
STOCK INCENTIVE PLAN
(As Amended Through August 2006) 1. PREAMBLE This Zale Corporation Outside Directors' 2005 Stock Incentive Plan, as it may be amended from time to time (the " Plan" ), is intended to promote the interests of Zale Corporation, a Delaware corporation (the " Company" ), and its stockholders by providing directors of the Company who are not employees of the Company with appropriate incentives and rewards to serve on the board of directors of the Company and to acquire a proprietary interest in the long-term success of the Company. 2. DEFINITIONS As used in the Plan, the following definitions apply to the terms indicated below: (a) " Board of Directors" shall mean the Board of Directors of the Company. (b) " Cause," when used in connection with a Participant' s removal or resignation as a member of the Board of Directors, shall mean (i) the willful and continued failure by the Participant substantially to perform his or her duties and obligations to the Company (other than any such failure resulting from his or her incapacity due to physical or mental illness) or (ii) the willful engaging by the Participant in misconduct which is materially injurious to the Company. For purposes of this Section 2(b), no act, or failure to act, on a Participant' s part shall be considered " willful" unless done, or omitted to be done, by the Participant in bad faith and without reasonable belief that his or her action or omission was in the best interests of the Company. The Board of Directors shall determine whether a Participant' s removal or resignation as a member of the Board of Directors is for Cause. (c) " Change in Control" shall mean the first to occur of the following: (i) any " person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), is or becomes the " beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company' s then outstanding securities; (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) of this definition) whose election by the Board of Directors or nomination for election by the Company' s stockholders was approved by a vote of at least two-thirds (2/3) of


the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other entity, other than (i) a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no " person" (as hereinabove defined) acquires more than 50% of the combined voting power of the Company' s then outstanding securities; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company' s assets. (d) " Code" shall mean the Internal Revenue Code of 1986, as amended. (e) " Company Stock" shall mean the common stock, par value $.01 per share, of the Company. (f) " Disability" shall mean any physical or mental condition that would qualify a Participant for a disability benefit under the long-term disability plan maintained by the Company and applicable to him or her. (g) " Effective Date" shall mean November 11, 2005. (h) " Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (i) The " Fair Market Value" of a share of Company Stock shall be the price at which the Company Stock was last sold in the principal United States market for the Company Stock as of the date for which the Fair Market Value is determined or, in the event that the price of a share of Company Stock shall not be so reported, the Fair Market Value of a share of Company Stock shall be determined by the Committee in its absolute discretion. (j) " Incentive Award" shall mean an Option or a share of Restricted Stock granted pursuant to the terms of the Plan. (k) " Issue Date" shall mean the date established by the Board of Directors on which certificates representing shares of Restricted Stock shall be issued by the Company pursuant to the terms of Section 8(e).

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(l) " Option" shall mean an option to purchase shares of Company Stock granted pursuant to Section 6(a) and as described in Section 7. (m) " Participant" shall mean a member of the Board of Directors who is not an employee of the Company or a Subsidiary. (n) A share of " Restricted Stock" shall mean a share of Company Stock which is granted pursuant to the terms of Section 6(b) and as described in Section 8. (o) " Rule 16b-3" shall mean the rule thus designated as promulgated under the Exchange Act. (p) " Subsidiary" shall mean any corporation or other entity in which, at the time of reference, the Company owns, directly or indirectly, stock or similar interests comprising more than 50 percent of the combined voting power of all outstanding securities of such entity. (q) " Vesting Date" shall mean the date established by the Board of Directors on which a share of Restricted Stock may vest. 3. STOCK SUBJECT TO THE PLAN (a) Shares Available for Option or Restricted Stock Awards The total number of shares of Company Stock with respect to which Incentive Awards may be granted shall not exceed 250,000 shares, with not more than 100,000 shares to be granted as Restricted Stock awards. Such shares may be authorized but unissued Company Stock or authorized and issued Company Stock held in the Company' s treasury or acquired by the Company for the purposes of the Plan. The Board of Directors may direct that any stock certificate evidencing shares of Company Stock issued pursuant to the Plan shall bear a legend setting forth such restrictions on transferability as may apply to such shares pursuant to the Plan. (b) Adjustment for Change in Capitalization If there is any change in the outstanding shares of Company Stock by reason of a stock dividend or distribution, stock split-up, recapitalization, combination or exchange of shares, or by reason of any merger, consolidation, spin-off or other corporate reorganization in which the Company is the surviving corporation, the number of shares available for issuance both in the aggregate and with respect to each outstanding Incentive Award, and the price per share under each outstanding Option, shall be proportionately adjusted by the Board of Directors, whose determination shall be final and binding. After any adjustment made pursuant to this Section 3(b), the number of shares subject to each outstanding Incentive Award shall be rounded to the nearest whole number. (c) Re-use of Shares

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Any shares subject to an Incentive Award that remain unissued upon the cancellation or termination of such Incentive Award for any reason whatsoever shall again become available for Incentive Awards under the Plan. (d) No Repricing Absent stockholder approval, the Board of Directors shall not have any authority, with or without the consent of the affected holders of Options, to " reprice" an Option after the date of its initial grant with a lower exercise price in substitution for the original exercise price. This paragraph may not be amended, altered or repealed by the Board of Directors without approval of the stockholders of the Company. 4. ADMINISTRATION OF THE PLAN The Plan shall be administered by the Board of Directors. The Board of Directors shall have full authority to administer the Plan, including authority to interpret and construe any provision of the Plan and the terms of any Incentive Awards issued under it and to adopt such rules and regulations for administering the Plan as it may deem necessary or appropriate. Decisions of the Board of Directors shall be final and binding on all parties. Unless determined otherwise by the Board of Directors, the authority of the Board of Directors to administer the Plan is delegated to the Compensation Committee of the Board of Directors. No member of the Board of Directors shall be liable for any action, omission or determination relating to the Plan, and the Company shall indemnify and hold harmless each member of the Board of Directors and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board of Directors) arising out of any action, omission or determination relating to the Plan, unless, in either case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Company. 5. ELIGIBILITY The persons who shall be eligible to receive Options or Restricted Stock awards pursuant to the Plan shall be such members of the Board of Directors who are not employees of the Company or a Subsidiary. 6. INCENTIVE AWARDS UNDER THE PLAN Incentive Awards granted under the Plan shall be subject to the terms and conditions set forth in the Plan, and shall be evidenced by an Incentive Award Agreement which shall not be inconsistent with the provisions of the Plan. The Board of Directors shall be entitled to increase or decrease the number of Incentive Awards Participants receive. (a) Annual Awards. Annually, Participants shall receive the following Incentive Awards:

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(i) 3,800 Options; and (ii) 1,500 shares of Restricted Stock. (b) Other Awards Upon the initial election to the Board of Directors of any person who is a Participant (other than throu
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