Participant Issue Date Number of Shares Social Security Number Grant Zale Corporation (the “Company”), on behalf of Zale Delaware, Inc., its wholly-owned subsidiary, has issued to the Participant named above, as of the Issue Date, the above number of...

EXHIBIT 10.4c

XXXX CORPORATION
2003 STOCK INCENTIVE PLAN
RESTRICTED STOCK
PLAN AGREEMENT

Participant Issue Date Number of Shares Social Security Number

Xxxxx		Xxxx Corporation (the “Company”), on behalf of Xxxx Delaware, Inc., 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 Xxxx Corporation 2003 Stock Incentive Plan (the “Plan”).
Issue Date		The Issue Date for the shares of Restricted Stock granted to the Participant
		pursuant to this Plan Agreement (the “Restricted Shares,” or a “Restricted
		Share”) shall be the date set forth above.
Issuance of Certificates		Reasonably promptly after the Issue Date, the Company shall cause to be issued
		a stock certificate, registered in the name of the Participant, evidencing the
		Restricted Shares; provided, however, that the Company shall not cause such a
		stock certificate to be issued unless it has received a stock power duly
		endorsed in blank with respect to such Restricted Shares. Each such stock
		certificate shall bear the legend required by Section 10(e) of the Plan. Such
		legend shall not be removed until such Restricted shares vest pursuant to the
		terms of this Plan Agreement and the Plan.
		The stock certificate issued with respect to the Restricted Shares, together
		with the stock powers relating to such Restricted Shares, shall be held by the
		Company.
Vesting Date(s)		The Restricted Shares shall vest in full on July 21, 2007 (the “Vesting Date”).
Consequences of Vesting		Upon the vesting of a Restricted Share pursuant to the terms of the Plan and
		this Plan Agreement, the restrictions set forth below relating to such
		Restricted Shares shall cease to apply to such Restricted Share. Reasonably
		promptly after a Restricted Share vests, the Company shall cause to be
		delivered to the Participant a certificate evidencing such Restricted Share,
		free of the legend required by Section 10(e) of the Plan. Notwithstanding the
		foregoing, the Restricted Share still may be subject to restrictions on
		transfer as a result of applicable securities laws.
Dividends		The Participant shall be entitled to receive dividend payments, if any, with
		respect to the Restricted Shares.
Restrictions		Prior to the vesting of a Restricted Share, no transfer of the Participant’s
		rights with respect to such Restricted Share, whether voluntary or
		involuntary, by operation of law or otherwise, shall be permitted.
		Immediately upon any attempt to transfer such rights, such Restricted Share,
		and all of the rights related thereto, shall be forfeited by the Participant.

Termination		Other than Cause — During the 90 days following termination of a Participant’s
		employment with Xxxx Delaware, Inc. for any reason other than Cause, the
		Company shall have the right to require the return of any Restricted Shares to
		which restrictions on transferability apply, in exchange for which the Company
		shall repay to the Participant (or the Participant’s estate) any amount paid
		by the Participant for such Restricted Shares.
		Cause — In the event of the termination of a Participant’s employment with
		Xxxx Delaware, Inc. for Cause, all Restricted Shares granted to the
		Participant which have not vested as of the date of such termination shall
		immediately be returned to the Company, together with any dividends paid on
		such Restricted Shares.
No Section 83(b) Elections		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
		Shares the amounts specified in such Section 83(b)).
Misc.		Upon the occurrence of a Change in Control, all outstanding Restricted Shares
		which have not theretofore vested shall immediately vest.
		Capitalized terms not otherwise defined herein shall have the meanings
		assigned to them in the Plan.
		Xxxx Corporation
		Authorized Officer
		I hereby agree to be bound by all the terms and
		Conditions of this Plan Agreement and the Plan.
		Participant
		Date: