Exhibit 10.1
    

    
      CONFIDENTIAL SEPARATION AND RELEASE
      AGREEMENT
    

    

    

    
      This Confidential Separation and Release Agreement (“Agreement”)
      is made and entered into by and between William Acevedo (“Employee”)
      on the one hand, Zale Delaware, Inc. (“Zale” or the “Company”)
      on the other, hereinafter collectively referred to as the “Parties.”
    

    
      RECITALS
    

    
      WHEREAS, Employee has resigned as an employee of Zale;
    

    
      WHEREAS, Employee’s last day of employment was January 11, 2010 (the
      “Separation Date”);
    

    
      NOW, THEREFORE, in consideration of the Recitals and the mutual
      promises, covenants, and agreements set forth herein, the receipt and
      sufficiency of which are hereby acknowledged, the Parties covenant and
      agree as follows:
    

    
      1.        RELEASE OF CLAIMS
    

    
      (a)       Employee, individually and on behalf of Employee’s attorneys,
      heirs, assigns, successors, executors, and administrators, hereby
      GENERALLY RELEASES, ACQUITS, AND DISCHARGES Zale and its respective
      current and former parent (including, but not limited to Zale
      Corporation), subsidiary, affiliated, and related corporations, firms,
      associations, partnerships, and entities, their successors and assigns,
      and the current and former owners, shareholders, directors, officers,
      employees, agents, attorneys, representatives, and insurers of said
      corporations, firms, associations, partnerships, and entities, and their
      guardians, successors, assigns, heirs, executors, and administrators
      (hereinafter collectively referred to as the “Releasees”
      and individually as a Releasee”) from and against any and all
      claims, complaints, grievances, liabilities, obligations, promises,
      agreements, damages, causes of action, rights, debts, demands,
      controversies, costs, losses, and expenses (including attorneys’ fees
      and expenses) whatsoever, under any municipal, local, state, or federal
      law, common or statutory -- including, but in no way limited to, claims
      arising under the United States and Texas Constitutions, Age
      Discrimination in Employment Act of 1967 (“ADEA”),
      as amended, Title VII of the Civil Rights Act of 1964, as amended
      (including the Civil Rights Act of 1991), the Americans with
      Disabilities Act of 1990 as amended by the Americans with Disabilities
      Amendment Act.  the Employee Retirement Income Security Act of 1974, (“ERISA”),
      as amended, the Labor Management Relations Act, as amended, the
      Occupational Safety and Health Act, as amended, the Racketeer Influenced
      and Corrupt Organizations Act (RICO), as amended, the Sarbanes Oxley Act
      of 2002, the Sabine Pilot Doctrine, the American Jobs Creation Act of
      2004,the Texas Commission on Human Rights Act, the Texas Pay Day
      Act,  the Worker Adjustment and Retraining Notification Act (“WARN”),
      the Family and Medical Leave Act (“FMLA”), the Consolidated Omnibus
      Budget Reconciliation Act (“COBRA”), claims of retaliatory discharge
      under the Texas Workers’ Compensation Act , or any other claims,
      including claims in equity or common law claims -- for any actions or
      omissions whatsoever, whether known or unknown and whether connected
      with the employment relationship between Employee and Zale, the
      cessation of Employee’s employment with Zale which existed or may have
      existed prior to, or contemporaneously with, the execution of this
      Agreement (collectively, the “Released Claim(s)”).  Employee
      agrees that this Agreement includes a release of any and all negligence
      claims, contractual claims (express and implied), wrongful discharge
      claims, fraud, misrepresentation, and claims of discrimination,
      harassment, or retaliation of every possible kind.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (b)       Employee agrees not to assert any claims released above in a
      class or collective action and further agrees not to become, and
      promises not to consent to become, a member (including a representative
      class plaintiff) of any class in a case brought in court or in
      arbitration in which claims are asserted against any of the Releasees
      that are related in any way to Employee’s employment with or termination
      from Company and/or that involve events which have occurred as of the
      Effective Date of this Release.  If Employee, without Employee’s prior
      knowledge and consent, is made a member of a class in any proceeding,
      whether in court or in arbitration, Employee will opt out of the class
      at the first opportunity afforded to him after learning of Employee’s
      inclusion.  In this regard, Employee agrees that Employee will execute,
      without objection or delay, an “opt-out” form presented to him either by
      the court or the arbitral forum in which such proceeding is pending or
      by counsel for the Company.
    

    
      (c)       Employee understands
      that nothing in this Agreement is intended to interfere with or deter
      Employee’s right to challenge the waiver of an ADEA claim or state law
      age discrimination claim or the filing of an ADEA charge or ADEA
      complaint or state law age discrimination complaint or charge with the
      EEOC or any state discrimination agency or commission or to participate
      in any investigation or proceeding conducted by those
      agencies.  Further, Employee understands that nothing in this Agreement
      would require Employee to tender back the money received under this
      Agreement if Employee seeks to challenge the validity of the ADEA or
      state law age discrimination waiver.  Further, nothing in this Agreement
      is intended to require the payment of damages, attorneys’ fees or costs
      to Zale should Employee challenge the waiver of an ADEA or state law age
      discrimination claim or file an ADEA or state law age discrimination
      suit except as authorized by federal or state law.  Notwithstanding the
      foregoing two sentences, as provided above Employee also waives any
      right to recover from any Releasee in a civil suit brought by any
      governmental agency or any other individual on his behalf with respect
      to any Released Claim.
    

    
      (d)       This release excludes any claim which cannot be released by
      private agreement, such as workers’ compensation claims, claims after
      the Effective Date of this Agreement, and the right to file
      administrative charges with certain government agencies.  Nothing in
      this Agreement shall be construed to prohibit Employee from filing a
      charge with or participating in any investigation or proceeding
      conducted by the Equal Employment Opportunity Commission, National Labor
      Relations Board, or a comparable state or local agency.  Notwithstanding
      the previous two paragraphs, Employee agrees to waive any right to
      recover monetary damages in any charge, complaint, or lawsuit against
      Zale filed by Employee or by anyone else on Employee’s behalf.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (e)       This general release covers both claims that Employee knows
      about and those that Employee may not know about, except that it does
      not waive any rights or claims, including claims under the ADEA, that
      may arise after the Effective Date of this Agreement (as defined
      below).  Employee further represents and warrants that: (i) Employee has
      been fully and properly paid for all hours worked, (ii) Employee has
      received all leave to which Employee is entitled in accordance with
      applicable law; and (iii) Employee has not suffered any on the job
      injury for which Employee has not already filed a claim.  Employee
      further acknowledges, agrees and hereby stipulates that: (i) during
      Employee’s employment with the Company, Employee was allowed to take all
      leave and afforded all other rights to which Employee was entitled under
      the Family and Medical Leave Act (“FMLA”); and (ii)  the
      Company has not in any way interfered with, restrained or denied the
      exercise of (or attempt to exercise) any FMLA rights, nor terminated or
      otherwise discriminated against Employee for exercising (or attempting
      to exercise) any such rights.
    

    
                2.        Employee acknowledges and agrees that Employee will
      keep the terms, amount, and facts of, and any discussions leading up to,
      this Agreement STRICTLY AND COMPLETELY CONFIDENTIAL, and that Employee
      will not communicate or otherwise disclose to any employee of Zale
      (past, present, or future), or to any member of the general public, the
      terms, amounts, copies, or fact of this Agreement, except as may be
      required by law or compulsory process; provided, however, that
      Employee may make such disclosures to Employee’s tax/financial advisors
      or legal counsel as long as they agree to keep the information
      confidential.  If asked about any of such matters, Employee’s response
      shall be that Employee may not discuss any of such matters.  In the
      event of a breach of the confidentiality provisions set forth in this
      paragraph of the Agreement by Employee, Zale may suspend any payments
      due under this Agreement pending the outcome of litigation and/or
      arbitration regarding such claimed breach of this Agreement by
      Employee.  The Parties agree that this paragraph is a material
      inducement to Zale entering into this Agreement.  Additionally, the
      Parties agree that a breach of this paragraph by Employee will cause
      Zale irreparable harm and that Zale may enforce this paragraph without
      posting a bond.
    

    
                3.        Employee expressly acknowledges, agrees, and
      covenants that Employee will not make any public or private statements,
      comments, or communications in any form, oral, written, or electronic,
      which in any way could constitute libel, slander, or disparagement of
      Zale or any other Releasee or which may be considered to be derogatory
      or detrimental to the name or business reputation of Zale or any other
      Releasee; provided, however, that the terms of this paragraph
      shall not apply to communications between Employee and Employee’s
      spouse, clergy, or attorneys, which are subject to a claim of privilege
      existing under common law, statute, or rule of procedure.  The Parties
      agree that this provision is a material inducement to Zale entering into
      this Agreement.  Additionally, the Parties agree that a breach of this
      paragraph by Employee will cause Zale irreparable harm and that Zale may
      enforce this paragraph without posting a bond.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                4.        In exchange for the general release set forth in
      this Agreement and other valuable consideration given and received by
      the Parties, the Parties agree as follows:
    

    
      (a)  $337,500.00, less all applicable taxes and
      withholding, representing nine (9) months (the “Severance Period”) of
      Employee’s final base salary, which constitutes Employee’s “Severance
      Pay.”  This Severance Pay is payable in one lump sum to be paid on the
      later of February 15, 2010, or the Effective Date (as defined in Section
      15 below) of this Agreement.  
    

    
      (b)  During the Severance Period, Employee may elect to continue medical
      and other health benefits in effect as of the separation date by
      completing and submitting the Consolidated Omnibus Budget Reconciliation
      Act (“COBRA”) election forms to the Zale COBRA Administrator, provided
      that Employee is in compliance with this Agreement. As further
      consideration for the release provided in this Agreement, during the
      Severance Period, Zale will provide supplemental payments to the COBRA
      carrier such that Employee’s premiums for coverage will be equal to the
      amount that the then current Zale employees pay for the same level of
      coverage and such premiums will be submitted by Employee directly to the
      Zale COBRA Administrator.  Thereafter, Employee will have the right to
      elect to continue such medical benefits for the remainder of the COBRA
      eligibility period by paying the full cost of such coverage to the Zale
      COBRA Administrator.  Employee will be provided with a notice of the
      interaction of the extended medical insurance benefits under this
      Agreement and Employee’s COBRA rights following the Separation
      Date.  The provisions of this paragraph 4(b) will not prohibit Zale from
      changing the terms of any medical benefit programs, provided that any
      such changes apply to all employees of Zale (e.g., Zale may switch
      premium rates, insurance carriers or preferred provider organizations or
      change coverage).  Employee acknowledges that the continuation and/or
      contribution of benefits described in this paragraph does not affect the
      date on which the Employee’s COBRA period begins, and that the period
      that Employee’s COBRA period begins/began on the Separation Date.  In
      other words, this continuation of benefits shall count against
      Employee’s continuation of coverage period required under COBRA.
    

    
      (c)  Employee acknowledges and agrees that the Severance Pay referenced
      in paragraph 4(a) constitutes new and adequate consideration to support
      the release set forth in this paragraph 1 of this Agreement and fully
      compensates Employee for the claims Employee is releasing. For purposes
      of this Agreement, “Consideration” means something of value to which
      Employee is not already entitled.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (d)  Employee agrees to immediately return to Zale employee
      identification badge, keys, and all Company-owned equipment and
      documents (paper and electronic) and will not maintain copies of the
      same in any form, whether tangible or intangible.
    

    
      (e)  Employee agrees to reconcile Employee’s outstanding expenses and
      advances with Zale and to pay Zale any outstanding balance owed after
      all agreed offsets are taken within ten (10) days of the Effective Date
      of this Agreement (as defined below); provided however, that, by
      signature to this Agreement, Employee authorizes Zale to make any
      deductions from Employee’s compensation, including the Consideration,
      that are deemed necessary by Zale to comply with state or federal laws
      on withholdings, to compensate Zale for property damaged or property not
      returned by Employee, to recover advances paid to Employee, and/or to
      pay Zale for expenses owed by Employee to the Company.
    

    
      (f)  Employee agrees that during the applicable Severance Period,
      Employee will not, on his own behalf or on behalf of any other person,
      partnership, association, corporation, or any other entity, (a) directly
      or indirectly, or through a third person hire, cause to be hired or
      solicit any employees of the Company or its Affiliates, or (b) in any
      manner attempt to influence or induce any employee of the Company or its
      Affiliates to leave the employment of the Company or its Affiliates, nor
      will he use or disclose to any person, partnership, association,
      corporation or other entity any information concerning the names and
      addresses of any employees of the Company or its Affiliates.  The
      restrictions contained in this subpart (f) will be tolled on a
      day-for-day basis for each day during which Employee participates in any
      activity in violation of such restriction. The Parties agree that the
      restrictions in this subpart (f) on solicitation of employees are
      supported by good and valuable consideration.  The Parties further agree
      that any invalidity or unenforceability of any one or more of the
      restrictions on solicitation will not render invalid or unenforceable
      any remaining restrictions on solicitation. Additionally, should an
      arbitrator or a court of competent jurisdiction determine that the scope
      of any provision of this subpart (f) is too broad to be enforced as
      written, the Parties intend that the arbitrator or court reform the
      provision to such narrower scope as it determines to be reasonable and
      enforceable.
    

    
      (g)  Employee agrees that during the applicable Severance Period, he
      will not, directly or indirectly, as an employee, consultant, or
      otherwise, compete with the Company by providing services related to
      retail or non-retail sales of jewelry to any other person, partnership,
      association, corporation or any other entity that is in a “Competing
      Business” with the Company. As used herein, “Competing Business” is any
      business that, in whole or material part, in the United States, Canada,
      and/or Puerto Rico (a) engages in the retail sales of jewelry, including
      but not limited to, specialty jewelry retailers and other retailers
      having jewelry divisions or departments, or (b) operates as a vendor of
      jewelry, including but not limited to, as wholesaler, manufacturer, or
      direct importer of jewelry. The restrictions contained in this subpart
      (g) will be tolled on a day-for-day basis for each day during which
      Employee participates in any activity in violation of such restriction.
      The Parties agree that the restrictions in this subpart (g) on
      competition are supported by good and valuable consideration.  The
      Parties further agree that any invalidity or unenforceability of any one
      or more of the restrictions on competition will not render invalid or
      unenforceable any remaining restrictions on solicitation.  Additionally,
      should an arbitrator or a court of competent jurisdiction determine that
      the scope of any provision of this subpart (g) is too broad to be
      enforced as written, the Parties intend that the arbitrator or court
      reform the provision to such narrower scope as it determines to be
      reasonable and enforceable.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                5.        Employee agrees to cooperate fully with Zale,
      specifically including any attorney or other consultant retained by
      Zale, in connection with any pending or future litigation, arbitration,
      business, or investigatory matter.  The Parties acknowledge and agree
      that such cooperation may include, but shall in no way be limited to,
      Employee being available for interview by Zale, or any attorney or other
      consultant retained by Zale, and providing to Zale any documents in
      Employee’s possession or under Employee’s control.  Zale agrees to
      provide Employee with reasonable notice of the need for assistance when
      feasible.
    

    
                6.        Employee acknowledges that during Employee’s
      employment, Employee has had access to and become familiar with various
      trade secrets and proprietary and confidential information of Zale, its
      subsidiaries and affiliates, including, but not limited to: identities,
      responsibilities, contact information, performance and/or compensation
      levels of employees, costs and methods of doing business, systems,
      processes, computer hardware and software, compilations of information,
      third-party IT service providers and other Company vendors, records,
      sales reports, sales procedures, financial information, customer
      requirements, pricing techniques, customer lists, price lists,
      information about past, present, pending and/or planned Company
      transactions, and other confidential information (collectively, referred
      to as “Trade Secrets”) which are owned by Zale, its
      subsidiaries and/or affiliates and regularly used in the operation of
      its business, and as to which Zale, its subsidiaries and/or affiliates
      take precautions to prevent dissemination to persons other than certain
      directors, officers and employees.  Employee acknowledges and agrees
      that the Trade Secrets (1) are secret and not known in the industry; (2)
      give the Company or its subsidiaries and/or affiliates an advantage over
      competitors who do not know or use the Trade Secrets; (3) are of such
      value and nature as to make it reasonable and necessary to protect and
      preserve the confidentiality and secrecy of the Trade Secrets; and (4)
      are valuable and special and unique assets of Zale or its subsidiaries
      and/or affiliates, the disclosure of which could cause substantial
      injury and loss of profits and goodwill to Zale or its subsidiaries
      and/or affiliates.  
    

    
      (a)       Regardless of whether Employee signs this Agreement, Employee
      shall not use in any way or disclose any of the Trade Secrets, directly
      or indirectly, at any time in the future.  All files, records,
      documents, information, data, and similar items relating to the business
      of Zale, whether prepared by Employee or otherwise coming into
      Employee’s possession, will remain the exclusive property of Zale, and
      in any event must be promptly delivered to Zale upon the Separation Date.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (b)  Employee agrees that upon receipt of any formal or informal
      request, requirement, subpoena, process, or other action seeking
      Employee’s direct or indirect disclosure or production of any Trade
      Secrets to any entity, agency, tribunal, or person, or in connection
      with a judicial, administrative or other proceeding, Employee shall
      promptly and timely notify Zale, and promptly and timely provide a
      description and, if applicable, hand deliver a copy of such request,
      requirement, subpoena, process or other action to Zale.  In all such
      instances, Employee irrevocably nominates and appoints Zale (including
      any attorney retained by Zale) as Employee’s true and lawful
      attorney-in-fact to act in Employee’s name, place and stead to perform
      any act that Employee might perform to defend and protect against any
      disclosure of any Trade Secret.  For purposes of this paragraph 6, this
      Agreement shall be considered a Trade Secret.
    

    
      (c)  Employee agrees and acknowledges that the agreements in this
      paragraph are in addition to, and do not limit, Employee’s obligations
      and responsibilities under and Employee Handbook, Code of Business
      Conduct and Ethics or other similar document with whose terms Employee
      previously agreed to abide.
    

    
                7.        By entering into this Agreement, the Company does
      not admit, and specifically denies, any violation of any contract
      (express or implied), local, state, or federal law, common or
      statutory.  Neither the execution of this Agreement nor compliance with
      its terms, nor the consideration provided for herein shall constitute or
      be construed as an admission by  Zale (or any of its agents,
      representatives, attorneys, or employers) of any fault, wrongdoing, or
      liability whatsoever, and Employee acknowledges and understands that all
      such liability is expressly denied.  This Agreement has been entered
      into in release and compromise of claims as stated herein and to avoid
      the expense and burden of dispute resolution.
    

    
                8.        If any provision or term of this Agreement is held
      to be illegal, invalid, or unenforceable, such provision or term shall
      be fully severable; this Agreement shall be construed and enforced as if
      such illegal, invalid, or unenforceable provision had never comprised
      part of this Agreement; and the remaining provisions of this Agreement
      shall remain in full force and effect and shall not be affected by the
      illegal, invalid, or unenforceable provision or by its severance from
      this Agreement.  Furthermore, in lieu of each such illegal, invalid, or
      unenforceable provision or term there shall be added automatically as a
      part of this Agreement another provision or term as similar to the
      illegal, invalid, or unenforceable provision as may be possible and that
      is legal, valid, and enforceable.
    

    
                9.        This Agreement constitutes the entire Agreement of
      the Parties regarding the subject matter hereof, and supersedes all
      prior and contemporaneous negotiations and agreements, oral or written,
      express or implied, regarding the subject hereof, save for the Zale Code
      of Business Conduct and Ethics, which survives Employee’s separation and
      which is incorporated herein by reference in full for all purposes as
      though restated in this Agreement. All prior and contemporaneous
      negotiations and agreements regarding the subject hereof are deemed
      incorporated and merged into this Agreement and are deemed to have been
      abandoned if not so incorporated.  No representations, oral or written,
      are being relied upon by any party in executing this Agreement other
      than the express representations of this Agreement.  This Agreement
      cannot be changed or terminated without the express written consent of
      the Parties. The rights under this Agreement may not be assigned by
      Employee, unless Zale consents in writing to said assignment.  Employee
      represents that Employee has not assigned any of the claims related to
      the matters set forth herein.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                10.       This Agreement shall be exclusively governed by and
      construed in accordance with the laws of the State of Texas without
      regard to the conflicts of laws provisions of Texas law, or of any other
      jurisdiction, except where preempted by federal law.  The Parties hereby
      agree that any action to enforce an arbitrator’s award pursuant to
      paragraph 11 shall be filed exclusively in a state or federal court of
      competent jurisdiction in Dallas County, Texas and the Parties hereby
      consent to the exclusive jurisdiction of such court; provided, however,
      that nothing herein shall preclude the Parties’ rights to conduct
      collection activities in the courts of any jurisdiction with respect to
      the order or judgment entered upon the arbitrator’s award by the Texas
      court.  
    

    
               11.       Subject
      to the terms and any exceptions provided in this Agreement, the Parties
      each waive the right to a jury trial and waive the right to adjudicate
      their disputes arising under this Agreement outside the arbitration
      forum provided for in this Agreement.  The arbitration shall be
      administered by a single neutral arbitrator admitted to practice law in
      Texas for a minimum of ten (10) years and agreed upon by both
      Parties.  Any such arbitration proceeding shall take place in Dallas
      County, Texas and shall be administered by the American Arbitration
      Association (“AAA”)-Dallas office in accordance with its
      then-current applicable rules and procedures, including the National
      Rules for the Resolution of Employment Disputes of the AAA.  The
      arbitrator will have the authority to award the same remedies, damages
      and costs that a court could award.  The arbitrator shall issue a
      reasoned award explaining the decision, the reasons for the decision and
      any damages awarded.  The arbitrator's decision will be final and
      binding.  This provision can be enforced under the Federal Arbitration
      Act.
    

    
      (a)       As the sole exception to the exclusive and binding nature of
      the arbitration commitment set forth above, the Employee and the Company
      agree that the Company shall have the right to initiate an action in a
      court of competent jurisdiction to request temporary, preliminary and
      permanent injunctive or other equitable relief, including specific
      performance, to enforce the terms of paragraphs 2, 3, 4(f), 4(g), 5, 6,
      and 11 of this Agreement without the necessity of proving inadequacy of
      legal remedies or irreparable harm or posting bond.  Nothing herein
      shall prevent the Company from pursuing the same injunctive and
      equitable relief in the arbitration proceedings.  Moreover, nothing in
      this paragraph should be construed to constitute a waiver of the
      Parties' rights and obligations to arbitrate regarding matters other
      than those specifically addressed in this paragraph.
    

    
      (b)       Should a court of competent jurisdiction determine that the
      scope of the arbitration and related provisions of this Agreement are
      too broad to be enforced as written, the Parties intend that the court
      reform the provision in question to such narrower scope as it determines
      to be reasonable and enforceable, and enforce the Parties’ agreement to
      arbitrate.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (c)       In the event of arbitration under the terms of this Agreement,
      the fees charged by AAA and/or the individual arbitrator shall be
      allocated such that Employee will not incur any costs other than that
      which would be incurred to file a civil action in the courts for the
      State of Texas or other court with proper jurisdiction over the
      dispute.  The Parties shall each bear their own costs and attorneys’
      fees incurred in arbitration; provided, however, that should a party to
      this Agreement sue in court or bring an arbitration action against the
      other party to this Agreement for a breach of any provision of this
      Agreement or regarding a dispute arising from the subject matter of this
      Agreement, the prevailing party shall, to the extent permitted by law,
      be entitled to recover its attorneys’ fees, court costs, arbitration
      expenses, and its portion of the fees charged by AAA and/or the
      individual arbitrator, as applicable, regardless of which Party
      initiated the proceedings.
    

    
      (d)       Once the arbitration has commenced, both Zale and Employee
      shall have the right to conduct normal civil discovery, the extent and
      quantity of such shall be subject to the discretion of the selected
      arbitrator.  The arbitrator shall have the exclusive authority to
      resolve any issues relating to the arbitrability of the dispute or the
      validity or interpretation of this arbitration provision, to rule on
      motions to dismiss and/or motions for summary judgment applying the
      standards governing such motions under the Texas Rules of Civil
      Procedure, and shall be empowered to award either party any remedy at
      law or in equity that the prevailing party would otherwise have been
      entitled to had the matter been litigated in court, including attorneys’
      fees and costs  The arbitrator shall issue a decision or award in
      writing, stating the essential findings of fact and conclusions of
      law.  Judgment on the award rendered by the arbitrator may be entered in
      any court having jurisdiction.  Costs shall be allocated such that
      Employee will not incur any costs other than that which would be
      incurred to file a civil action in the courts for the State of Texas or
      other court with proper jurisdiction over the dispute.
    

    
      (e)       The Parties further agree that Zale may suspend any payments
      due under this Agreement pending the outcome of litigation and/or
      arbitration regarding a breach of any provision of this Agreement or
      regarding a dispute arising from or related to the subject matter of
      this Agreement.  
    

    
                12.       One or more waivers of a breach of any covenant,
      term, or provision of this Agreement by any party shall not be construed
      as a waiver of a subsequent breach of the same covenant, term, or
      provision, nor shall it be considered a waiver of any other then
      existing or subsequent breach of a different covenant, term, or
      provision.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                 13.       Important
      Notice Regarding Release of Claims Under the Age Discrimination in
      Employment Act of 1967 (“ADEA”):  Without in any way
      limiting the generality or scope of the Release of Claims set forth in
      paragraph 1, Employee hereby acknowledges that Employee knowingly and
      voluntarily enters into this Agreement with the purpose of waiving and
      releasing any age discrimination claims he may have under the Age
      Discrimination in Employment Act of 1967 ("ADEA"), and acknowledges and
      agrees that:
    

    
      (1)  This Agreement is written in a manner in which Employee fully
      understands;
    

    
      (2)  Employee specifically waives any rights or claims arising under the
      ADEA;
    

    
      (3)  This Agreement does not waive rights or claims under the ADEA that
      may arise after the date this Agreement is executed;
    

    
      (4)  The rights and claims waived in this Agreement are in exchange for
      consideration over and above anything to which Employee is already
      entitled
    

    
      (5)  Employee has been advised in writing to consult with an attorney
      prior to executing this Agreement, and has, in fact had an opportunity
      to do so;
    

    
      (6)  Employee has been given a period of up to at least twenty-one (21)
      days, if desired, within which to consider this Agreement;  
    

    
      (7)       Once executed, the Employee has a period of seven (7) days
      within which he can revoke this Agreement, and the Agreement shall not
      be effective until the seven-day revocation period has been
      exhausted.  Thus, the Effective Date of this Agreement is the eighth day
      after this Agreement has been executed, provided it was not
      revoked.  The last day on which this Agreement can be revoked is called
      the "Last Revocation Day." If Employee chooses to revoke this Agreement,
      he must do so in writing, and the revocation must be addressed and
      delivered to Theo Killion, President, at 901 W. Walnut Hill Lane, Irving
      Texas 75038 before the expiration of the seven (7) day revocation
      period. If Employee delivers the revocation by hand or facsimile, the
      revocation will be considered timely if delivered or faxed to the
      Company’s Human Resources Department at the above address and/or fax
      number within 7 days of his execution of this Agreement. If he delivers
      the revocation by mail, the revocation will be considered timely if it
      is mailed to the Company’s Human Resources Department at the above
      address and postmarked within seven (7) days of Employee’s execution of
      this Agreement.
    

    
      (8)  Any changes made to this Agreement, whether material or immaterial,
      will not restart the running of this 21-day period.
    

    
                14.       The Parties represent that they have the sole and
      exclusive right and full capacity to execute this Agreement.
    

    
                15.       The “Effective
      Date” of this Agreement is the date that is eight (8) days following
      the date on which Employee signs this Agreement, so long as Employee has
      not revoked acceptance of this Agreement before such date.
    

    
                16.       By executing this Agreement, Employee also
      acknowledges that Employee: (a) is not relying upon any statements,
      understandings, representations, expectations, or agreements other than
      those expressly set forth in this Agreement; (b) has made Employee’s own
      investigation of the facts and is relying solely upon Employee’s own
      knowledge and the advice of Employee’s own legal counsel; and (c)
      knowingly waives any claim that this Agreement was induced by any
      misrepresentation or nondisclosure and any right to rescind or avoid
      this Agreement based upon presently existing facts, known or
      unknown.  The Parties stipulate that each Party is relying upon these
      representations and warranties in entering into this Agreement.  These
      representations and warranties shall survive the execution of this
      Agreement.  
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                17.       All terms and provisions of this Agreement, and the
      drafting of this Agreement, have been negotiated by the Parties at arm’s
      length and to mutual agreement, with consideration by and participation
      of each, and no party shall be deemed the scrivener of this Agreement.
    

    
      PLEASE READ CAREFULLY. THIS CONFIDENTIAL SEPARATION AGREEMENT AND
      RELEASE INCLUDES THE RELEASE OF ALL CLAIMS AGAINST THE COMPANY, KNOWN OR
      UNKNOWN, THAT MAY HAVE OCCURRED AS OF THE DATE OF THIS AGREEMENT. THIS
      AGREEMENT ALSO CONTAINS A PROVISION REQUIRING THE PARTIES TO RESOLVE ANY
      DISPUTES BY ARBITRATION.
    

    
      The Parties have signed this Agreement on the dates written by the
      signatures below, to be effective on the Effective
      Date.  Notwithstanding any other provision in this Agreement, if
      Employee does not sign and deliver this Agreement to Theo Killion at 901
      W. Walnut Hill Lane, Irving, Texas 75038 on or before 21 days
      following Employee’s receipt of this Agreement, then this Agreement will
      be null and void, and Employee will not
      be entitled to the Consideration described in this Agreement.
    

    
      

      


    

    
    	
          
            EXECUTED in Jersey City, NJ on this 05 day of February, 2010
          

        
	
           
        	

        	

        	

        
	
          
             
          

        	

        	
          
            EMPLOYEE
          

        
	

        	

        	

        	
           
        
	

        	

        	
          
            /s/ William Acevedo
          

        	

        
	

        	

        	
          
            William Acevedo
          

        
	
          
             
          

        	

        	

        	

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	
          
            EXECUTED in Irving, Texas on this 8th day of February, 2010
          

        
	

        	

        	

        	
           
        
	
          
             
          

        	
          
            ZALE DELAWARE, INC.
          

        
	

        	

        	

        	
           
        
	

        	

        	

        	
           
        
	
          
             
          

        	
          
            By:
          

        	
          
            /s/ Theo Killion
          

        	

        
	
          
             
          

        	

        	
          
            Theo Killion
          

        	

        
	

        	
          
            Its:
          

        	
          
            President