exv10w13



 




Exhibit 10.13


EMPLOYMENT AGREEMENT



     THIS AGREEMENT, dated as of February 28, 2003, is by and between Zale
Corporation, a Delaware corporation (“Company”), and Pam Romano (“Executive”).


     WHEREAS, Executive and Company desire to enter into an employment
agreement which sets forth the terms and conditions for Executive’s continued
employment with the Company;


     NOW, THEREFORE, in consideration of the foregoing recital and of the
mutual covenants set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:


     1.     Employment. Executive agrees to enter into the continued employment
of the Company, and the Company agrees to employ Executive, on the terms and
conditions set forth in this Agreement. Executive agrees during the Term (as
hereinafter defined) to devote substantially all of her business time, efforts,
skills and abilities to the performance of her duties as stated in this
Agreement and to the furtherance of the Company’s business. Executive’s job
title will be Senior Vice President of the Company and President – Zales
Division and her duties will be those as are designated by the Chief Executive
Officer (“CEO”) and/or Board of Directors of the Company (“Board”), consistent
with this position. Executive further agrees to serve, without additional
compensation, as an officer or director, or both, of any subsidiary, division
or affiliate of the Company or any other entity in which the Company holds an
equity interest, provided, however, that (a) the Company shall indemnify
Executive from liabilities in connection with serving in any such position to
the same extent as her indemnification rights pursuant to the Company’s
Certificate of Incorporation, By-laws and applicable Delaware law, and (b) such
other position shall not materially detract from the responsibilities of
Executive pursuant to this Section 1 or her ability to perform such
responsibilities.


     2.     Compensation.


          (a) Base Salary. During the Term of Executive’s employment with the
Company pursuant to this Agreement, the Company shall pay to Executive as
compensation for her services an annual base salary of not less than $375,000
payable bi-weekly (“Base Salary”). Executive’s Base Salary will be payable in
accordance with the Company’s normal payroll procedures and will be reviewed
annually and subject to upward adjustment at the discretion of the CEO and/or
the Board or an authorized Committee or representative thereof.



          (b) Incentive Bonus. Executive’s incentive compensation program for the
term of this Agreement shall be determined under the Company’s Executive Bonus
Program, established by the Board in its discretion. Executive is eligible to
receive up to 50% of her Base Salary in accordance with the terms and
conditions of the Executive Bonus Program.



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          (c) Vacation. Executive shall be entitled to a reasonable vacation of not
less than four (4) paid weeks each year of the term of this Agreement.



          (d) Executive Perquisites. Executive shall be entitled to receive such
executive perquisites and fringe and other benefits as are provided to
similarly situated executives and their families under any of the Company’s
plans and/or programs in effect from time to time and such other benefits as
are customarily available to executives of the Company and their families.



          (e) Tax Withholding. The Company has the right to deduct from any
compensation payable to Executive under this Agreement social security (FICA)
taxes and all federal, state, municipal or other such taxes or charges as may
now be in effect or that may hereafter be enacted or required.



     3.     Term. Unless sooner terminated pursuant to Section 4 of this
Agreement, and subject to the provisions of Section 5 hereof, the term of this
Agreement shall commence as of the date hereof and shall continue through July
31, 2006, (the “Term”).


     4.     Termination. Notwithstanding the provisions of Section 3 hereof, but
subject to the provisions of Section 5 hereof, this Agreement (and Executive’s
employment hereunder) shall terminate as follows:


          (a)     Death. This Agreement shall terminate upon the death of Executive;
provided, however, that the Company shall continue to pay (in accordance with
its normal payroll procedures) the Base Salary to Executive’s estate for a
period of twelve (12) months after the date of Executive’s death.



          (b)     Termination for Cause. The Company may terminate this Agreement at
any time for “Cause” (as hereinafter defined) by delivering a written
termination notice to Executive. For purposes of this Agreement, “Cause” shall
mean any of: (i) Executive’s conviction of a felony or a crime involving moral
turpitude; (ii) Executive commits an act constituting fraud, deceit or material
misrepresentation with respect to the company; (iii) Executive embezzles funds
or assets from the Company; (iv) Executive becomes addicted to any alcoholic,
controlled or illegal substance or drug; or (v) Executive commits any act or
omission which would give the Company the right to terminate Executive’s
employment under applicable law; or (vi) Executive fails to correct or cure any
material breach of or default under this Agreement within ten (10) days after
receiving written notice of such breach or default from the Company.



          (c)     Termination Without Cause. The Company may terminate this Agreement
at any time by delivering a written termination notice to Executive.



          (d)     Termination by Executive. Executive may terminate this Agreement at



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any time by delivering a written termination notice to the Company;
provided, however, that Executive shall receive the benefits specified in
Section 5 hereof if such termination is made for any of the following reasons:



		
	 	     (i)     a reduction by the Company in the Executive’s base salary or the
Company’s failure to increase (within 12 months of Executive’s last
increase in base salary) the Executive’s base salary, unless such failure
is the result of (A) a hiring or salary freeze uniformly applied to all
employees or (B) Executive’s failure to meet preestablished and objective
performance criteria;
	 
	 	     (ii)     Company’s principal executive offices shall be moved to a
location outside Dallas County, Texas or Executive is required to be
based anywhere other than the Company’s principal executive offices;
	 
	 	     (iii)     the assignment to the Executive by the Company of duties
inconsistent with, or the reduction of the powers and functions
associated with, Executive’s position, duties, responsibilities and
status with the Company or an adverse change in Executive’s titles or
offices, unless such action is the result of Executive’s failure to meet
preestablished and objective performance criteria or termination of
employment for Disability or Cause; and
	 
	 	     (iv)     any material breach by the Company of any
provision of this Agreement.



          (e)     Termination Following Disability. In the event, Executive becomes
mentally or physically impaired or disabled and is unable to perform her
material duties and responsibilities hereunder for a period of at least ninety
(90) days in the aggregate during any one hundred twenty (120) consecutive day
period, the Company may terminate this Agreement by delivering a written
termination notice to Executive. Notwithstanding the foregoing, Executive
shall continue to receive her full salary and benefits under this Agreement for
a period of twelve (12) months after the effective date of such termination.



          (f)     Payments. Following any expiration or termination of this Agreement,
and in addition to any amounts owed pursuant to Section 5 hereof, the Company
shall pay to Executive all amounts earned by Executive hereunder prior to the
date of such expiration or termination.



     5.     Certain Termination Benefits. Notwithstanding anything else contained
herein to the contrary, in the event (i) the Company terminates this Agreement
pursuant to Section 4(c), or (ii) Executive terminates this Agreement pursuant
to Section 4(d) for Good Reason, then Executive shall be entitled to the
following benefits:


          (a)     Severance. The Company shall continue to pay (in accordance with its
normal payroll procedures) the Base Salary to Executive (or Executive’s estate
if Executive dies)



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for the remainder of the Term of this Agreement or in accordance with the
Company’s severance policy in effect at that time, whichever is greater, (the
“Severance Period”).


          (b)     Benefits. During the first twelve (12) months of the Severance
Period, the Executive shall continue to receive all fringe benefits provided
under Sections 2(b), 2(c) and 2(d) hereof.



          (c)     Offset. The payments which would have been due and payable in
accordance with Section 5(a) hereof shall be reduced by an amount equal to any
amounts that Executive receives in connection with any other employment during
the Severance Period. Any fringe benefits received by Executive in connection
with any other employment that are reasonably comparable, but not necessarily
as beneficial, to Executive as the fringe benefits then being provided by the
Company pursuant to Section 5(b) hereof, shall be deemed to be the equivalent
of, and shall terminate the Company’s responsibility to continue providing the
fringe benefits then being provided by the Company pursuant to Section 5(b)
hereof. The Company acknowledges that, if Executive’s employment with the
Company is terminated, Executive shall have no duty to mitigate damages.



          (d)     General Release. Acceptance by Executive of any amounts pursuant
to this Section 5 shall constitute a full and complete release by Executive of
any and all claims Executive may have against the Company, its officers,
directors and affiliates, including, but not limited to, claims he might have
relating to Executive’s cessation of employment with the Company; provided,
however, that there may properly be excluded from the scope of such general
release the following:




		
	 	          (i)     claims that Executive may have against the Company for
reimbursement of ordinary and necessary business expenses incurred by him
during the course of her employment;
	 
	 	          (ii)     claims that may be made by the Executive for payment of Base
Salary, fringe benefits or stock options properly due to him; or
	 
	 	          (iii)     claims respecting matters for which the Executive is entitled
to be indemnified under the Company’s Certificate of Incorporation or
Bylaws, respecting third party claims asserted or third party litigation
pending or threatened against the Executive.



A condition to Executive’s receipt of any amounts pursuant to this Section 5
shall be Executive’s execution and delivery of a general release as described
above. In exchange for such release, the Company shall, if Executive’s
employment is terminated without Cause, provide a release to Executive, but
only with respect to claims against Executive which are actually known to the
Company as of the time of such termination.


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     6.     Effect of Change of Control.


          (a) If within two years following a “Change of Control” (as hereinafter
defined ), Executive terminates her employment with the Company for Good Reason
(as hereinafter defined) or the Company terminates Executive’s employment for
any reason other than Cause or disability, the Company shall pay to the
Executive: (1) an amount equal to three times the Executive’s Base Salary as of
the date of termination; (2) an amount equal to three times the average annual
cash bonus paid to Executive for the two fiscal years immediately preceding the
date of termination; (3) all benefits under the Company’s various benefit
plans, including group healthcare, dental and life, for the period equal to
thirty-six (36) months from the date of termination; and (4) a lump sum
payment equal to the actuarial equivalent (determined by the Company in good
faith with assistance of its accountants or actuaries), of the benefit which
would have accrued under the Zale Delaware, Inc. Supplemental Executive
Retirement Plan (“SERP”) if (i) Executive remained a participant in the SERP
for the three (3) year period commencing on the first day of the SERP’s plan
year (“Plan Year”) in which the Executive’s employment with the Company
terminated (“Measurement Period”), (ii) during each Plan Year in the
Measurement Period the Executive earned benefit points equal to the highest
number of the benefit points earned by such Executive in a Plan Year during the
three (3) year period ending on the last day of the Plan Year immediately
preceding the Plan Year in which her employment with the Company terminated,
and (iii) the Executive’s final average pay during the Measurement Period is

the greater of her monthly Base Salary on the date of (a) a Potential Change of
Control, (b) the Change of Control or (c) the date of her termination of
employment.



          (b) “Change of Control” shall mean the date as of which: (i) there shall
be consummated (1) any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation or pursuant to which
shares of the Company’s common stock would be converted into cash, securities
or other property, other than a merger of the Company in which the holders of
the Company’s common stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation
immediately after the merger, or (2) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company; or (ii) the stockholders of
the Company approve any plan or proposal for the liquidation or dissolution of
the Company; or (iii) any person ( as such term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), shall become the beneficial owner (within the meaning of Rule 13d-3
under the Exchange Act) of 30% of the Company’s outstanding common stock; or
(iv) during any period of two consecutive years, individuals who at the
beginning of such period constitute the entire board of directors of the
Company shall cease for any reason to constitute a majority thereof unless the
election, or the nomination for election by the Company’s stockholders, of each
new director was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the period.



          (c) “Good Reason” shall mean any of the following actions taken by the



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Company without the Executive’s written consent after a Change of Control:



		
	 	          (i)     the assignment to the Executive by the Company of duties
inconsistent with, or the reduction of the powers and functions
associated with, the Executive’s position, duties, responsibilities and
status with the Company immediately prior to a Change of Control or
Potential Change of Control (as defined below), or an adverse change in
Executive’s titles or offices as in effect immediately prior to a Change
of Control or Potential Change of Control, or any removal of the
Executive from or any failure to re-elect Executive to any of such
positions, except in connection with the termination of her employment
for Disability or Cause or as a result of Executive’s death or by the
Executive other than for Good Reason;
	 
	 	          (ii)     A reduction by the Company in the Executive’s base salary as in
effect on the date of a Change of Control or Potential Change of Control,
or as the same may be increased from time to time during the term of her
Agreement, or the Company’s failure to increase (within 12 months of
Executive’s last increase in base salary) the Executive’s base salary
after a Change of Control or Potential Change of Control, unless such
failure is the result of (A) a hiring or salary freeze uniformly applied
to all employees or (B) Executive’s failure to meet preestablished and
objective performance criteria;
	 
	 	          (iii)     Company’s principal executive offices shall be moved to a
location outside Dallas County, Texas;
	 
	 	          (iv)     Company shall require the Executive to be based anywhere other
than at the Company’s principal executive offices or the location where
the Executive is based on the date of a Change of Control or Potential
Change of Control, or if Executive agrees to such relocation, the Company
fails to reimburse the Executive for moving and all other expenses
incurred with such move;
	 
	 	          (v)     The Company shall fail to continue in effect any
Company-sponsored plan or benefit that is in effect on the date of a
Change of Control or Potential Change of Control, and provides (A)
incentive or bonus compensation, (B) fringe benefits such as vacation,
medical benefits, life insurance and accident insurance, (C)
reimbursement for reasonable expenses incurred by the Executive in
connection with the performance of duties with the Company, and (D)
pension benefits such as a Code Section 401(k) plan;
	 
	 	          (vi)     Any material breach by the Company of any provision of this
Agreement; and
	 
	 	          (vii)     Any failure by the Company to obtain the assumption of this
Agreement by any successor or assign of the Company effected in
accordance with the



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     provisions of Section 6.


          (d) “Potential Change of Control” shall mean the date as of which (1)
the Company enters into an agreement the consummation of which, or the approval
by shareholders of which, would constitute a Change of Control; (ii) proxies
for the election of Directors of the Company are solicited by anyone other than
the Company; (iii) any person (including, but not limited to, any individual,
partnership, joint venture, corporation, association or trust) publicly
announces an intention to take or to consider taking actions which, if
consummated, would constitute a Change of Control; or (iv) any other event
occurs which is deemed to be a Potential Change of Control by the Board and the
Board adopts a resolution to the effect that a Potential Change of Control has
occurred.



          (e) In the event that (i) Executive would otherwise be entitled to the
compensation and benefits described in Section 6(a) hereof (“Compensation
Payments”), and (ii) the Company determines, based upon the advice of tax
counsel selected by the Company’s independent auditors and acceptable to
Executive, that, as a result of such Compensation Payments and any other
benefits or payments required to be taken into account under Code Section
280G(b)(2) (“Parachute Payments”), any of such Parachute Payments would be
reportable by the Company as “excess parachute payments”, such Compensation
Payments shall be reduced to the extent necessary to cause Executive’s
Parachute Payments to equal 2.99 times the “base amount” as defined in Code
Section 280G(b)(3) with respect to such Executive. However, such reduction in
the Compensation Payments shall be made only if, in the opinion of such tax
counsel, it would result in a larger Parachute Payment to the Executive than
payment of the unreduced Parachute Payments after deduction of tax imposed on
and payable by the Executive under Section 4999 of the Code (“Excise Tax”).
The value of any non-cash benefits or any deferred payment or benefit for
purposes of this paragraph shall be determined by the Company’s independent
auditors.



          (f) The parties hereto agree that the payments provided under Section 6(a)
above, as the case may be, are reasonable compensation in light of Executive’s
services rendered to the Company and that neither party shall contest the
payment of such benefits as constituting an “excess parachute payment” within
the meaning of Section 280G(b)(1) of the Code.



          (g) Unless the Company determines that any Parachute Payments made
hereunder must be reported as “excess parachute payments” in accordance with
Section 6(e) above, neither party shall file any return taking the position
that the payment of such benefits constitutes an “excess parachute payment”
within the meaning of Section 280G(b)(1) of the Code.



     7.          Non-Competition. Executive agrees that during the Term and for a
period of the lesser of the balance of the Term or eighteen (18) months from
the date of the termination of Executive’s employment with the Company pursuant
to Sections 4(c)(d), 5 and 6 herein, he will not, directly or indirectly,
compete with the Company by providing to any company that is in a “Competing
Business” services substantially similar to the services currently being
provided by


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Executive. Competing Business shall be defined as any business that
engages, in whole or in part, in the wholesale or retail sale of jewelry in the
United States, and Executive’s employment function or affiliation is directly
or indirectly in such business of jewelry. Executive shall not be obligated
to abide by the foregoing covenant if the Company defaults in the payment of
any severance compensation or benefits.


     8.     Nonsolicitation of Employees. For a period of two years after the
termination or cessation of her employment with the Company for any reason
whatsoever, Executive shall not, on her own behalf or on behalf of any other
person, partnership, association, corporation, or other entity, solicit or in
any manner attempt to influence or induce any employee of the Company or its
subsidiaries or affiliates (known by the Executive to be such) to leave the
employment of the Company or its subsidiaries or affiliates, nor shall he use
or disclose to any person, partnership, association, corporation or other
entity any information obtained while an employee of the Company concerning the
names and addresses of the Company’s employees.


     9.          Nondisclosure of Trade Secrets. During the term of this Agreement,
Executive will have access to and become familiar with various trade secrets
and proprietary and confidential information of the Company, its subsidiaries
and affiliates, including, but not limited to, processes, computer programs,
compilations of information, records, sales procedures, customer requirements,
pricing techniques, customer lists, methods of doing business and other
confidential information (collectively, referred to as “Trade Secrets”) which
are owned by the Company, its subsidiaries and/or affiliates and regularly used
in the operation of its business, and as to which the Company, its subsidiaries
and/or affiliates take precautions to prevent dissemination to persons other
than certain directors, officers and employees. Executive acknowledges and
agrees that the Trade Secrets (1) are secret and not known in the industry; (2)
give the Company or its subsidiaries 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, special
and unique assets of the Company or its subsidiaries or affiliates, the
disclosure of which could cause substantial injury and loss of profits and
goodwill to the Company or its subsidiaries or affiliates. Executive may not
use in any way or disclose any of the Trade Secrets, directly or indirectly,
either during the term of this Agreement or at any time thereafter, except as
required in the course of her employment under this Agreement, if required in
connection with a judicial or administrative proceeding, or if the information
becomes public knowledge other than as a result of an unauthorized disclosure
by the Executive. All files, records, documents, information, data and similar
items relating to the business of the Company, whether prepared by Executive or
otherwise coming into her possession, will remain the exclusive property of the
Company and may not be removed from the premises of the Company under any
circumstances without the prior written consent of the Company (except in the
ordinary course of business during Executive’s period of active employment
under this Agreement), and in any event must be promptly delivered to the
Company upon termination of Executive’s employment with the Company. Executive
agrees that upon her receipt of any subpoena, process or other request to
produce or divulge, directly or indirectly, any Trade Secrets to any entity,
agency, tribunal or person, Executive shall timely notify and promptly hand
deliver a copy of the subpoena, process


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or other request to the Company. For this purpose, Executive irrevocably
nominates and appoints the Company (including any attorney retained by the
Company), as her true and lawful attorney-in-fact, to act in Executive’s name,
place and stead to perform any act that Executive might perform to defend and
protect against any disclosure of any Trade Secrets.


     10.     Severability. The parties hereto intend all provisions of Sections 7,
8, and 9 hereof to be enforced to the fullest extent permitted by law.
Accordingly, should a court of competent jurisdiction determine that the scope
of any provision of Section 7, 8 or 9 hereof is too broad to be enforced as
written, the parties intend that the court reform the provision to such
narrower scope as it determines to be reasonable and enforceable. In addition,
however, Executive agrees that the non-competition, nonsolicitation and
nondisclosure agreements set forth above each constitute separate agreements
independently supported by good and adequate consideration shall be severable
from the other provisions of, and shall survive, this Agreement. The existence
of any claim or cause of action of Executive against the Company, whether
predicated on this Agreement or otherwise, shall not constitute a defense to
the enforcement by the Company of the covenants of Executive contained in the
nonsolicitation and nondisclosure agreements. If any provision of this
Agreement is held to be illegal, invalid or unenforceable under present or
future laws effective during the term hereof, such provision shall be fully
severable and this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision never constituted a 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 here from. Furthermore, in lieu of
such illegal, invalid or unenforceable provision, there shall be added as part
of this Agreement, a provision as similar in its terms to such illegal, invalid
or enforceable provision as may be possible and be legal, valid and
enforceable.


     11.     Arbitration
- Exclusive Remedy.


          (a) The parties agree that the exclusive remedy or method of resolving
all disputes or questions arising out of or relating to this Agreement shall be
arbitration. Arbitration shall be held in Dallas, Texas by three arbitrators,
one to be appointed by the Company, a second to be appointed by Executive, and
a third to be appointed by those two arbitrators. The third arbitrator shall
act as chairman. Any arbitration may be initiated by either party by written
notice (“Arbitration Notice”) to the other party specifying the subject of the
requested arbitration and appointing that party’s arbitrator.



          (b) If (i) the non-initiating party fails to appoint an arbitrator by
written notice to the initiating party within ten days after the Arbitration
Notice, or (ii) the two arbitrators appointed by the parties fail to appoint a
third arbitrator within ten days after the date of the appointment of the
second arbitrator, then the American Arbitration Association, upon application
of the initiating party, shall appoint an arbitrator to fill that position.



          (c) The arbitration proceeding shall be conducted in accordance with the
rules of



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the American Arbitration Association. A determination or award made or
approved by at least two of the arbitrators shall be the valid and binding
action of the arbitrators. The costs of arbitration (exclusive of the expense
of a party in obtaining and presenting evidence and attending the arbitration
and of the fees and expenses of legal counsel to a party, all of which shall be
borne by that party) shall be borne by the Company only if Executive receives
substantially the relief sought by him in the arbitration, whether by
settlement, award or judgment; otherwise, the costs shall be borne equally
between the parties. The arbitration determination or award shall be final and
conclusive on the parties, and judgment upon such award may be entered and
enforced in any court of competent jurisdiction.


     12.          Miscellaneous.


                    (a) Notices. Any notices, consents, demands, requests, approvals and
other communications to be given under this Agreement by either party to the
other must be in writing and must be either (i) personally delivered, (ii)
mailed by registered or certified mail, postage prepaid with return receipt
requested, (iii) delivered by overnight express delivery service or same-day
local courier service, or (iv) delivered by telex or facsimile transmission, to
the address set forth below, or to such other address as may be designated by
the parties from time to time in accordance with this Section 12(a):




	 	 	 	 	 
	 	 	
If to the Company:
	 	Zale Corporation
	 	 	 	 	901 W. Walnut Hill Lane
	 	 	 	 	Irving, Texas 75038
	 	 	 	 	Attention: Mary L Forté,
	 	 	 	 	President
and Chief Executive Officer

	 	 	 	 	 
	 	 	
If to Executive:
	 	Ms. Pam Romano
	 	 	 	 	415 Sea Hawk Court
	 	 	 	 	Coppell, TX 75019
	 	 	 	 	 
	 	 	
With a Copy to:
	 	Mark Nathanson, Esq.
	 	 	 	 	Nathanson, Devack & Memmoli, LLP
	 	 	 	 	The Financial Center at Mitchel Field
	 	 	 	 	90 Merrick Avenue, Suite 500
	 	 	 	 	East Meadow, NY 11554



          Notices delivered personally or by overnight express delivery service or
by local courier service are deemed given as of actual receipt. Mailed notices
are deemed given three business days after mailing. Notices delivered by telex
or facsimile transmission are deemed given upon receipt by the sender of the
answer back (in the case of a telex) or transmission confirmation (in the case
of a facsimile transmission).



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          (b) Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or written, between the parties with respect to the
subject matter of this Agreement and contains all of the covenants and
agreements between the parties with respect to the subject matter of this
Agreement.



          (c) Modification. No change or modification of this Agreement is valid
or binding upon the parties, nor will any waiver of any term or condition in
the future be so binding, unless the change or modification or waiver is in
writing and signed by the parties to this Agreement.



          (d) Governing Law and Venue. The parties acknowledge and agree that
this Agreement and the obligations and undertakings of the parties under this
Agreement will be performable in Irving, Dallas County, Texas. This Agreement
is governed by, and construed in accordance with, the laws of the State of
Delaware. If any action is brought to enforce or interpret this Agreement,
venue for the action will be in Dallas County, Texas.



          (e) Counterparts. This Agreement may be executed in counterparts, each
of which constitutes an original, but all of which constitutes one document.



          (f) Costs. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, each party shall bear its own costs and
expenses.



          (g) Estate. If Executive dies prior to the expiration of the term of
employment or during a period when monies are owing to her, any monies that may
be due her from the Company under this Agreement as of the date of her death
shall be paid to her estate and as when otherwise payable.



          (h) Assignment. The Company shall have the right to assign this
Agreement to its successors or assigns. The terms “successors” and “assigns”
shall include any person, corporation, partnership or other entity that buys
all or substantially all of the Company’s assets or all of its stock, or with
which the Company merges or consolidates. The rights, duties and benefits to
Executive hereunder are personal to him, and no such right or benefit may be
assigned by him.



          (i) Binding Effect. This Agreement is binding upon the parties hereto,
together with their respective executors, administrators, successors, personal
representatives, heirs and permitted assigns.



          (j) Waiver of Breach. The waiver by the Company or Executive of a
breach of any provision of this Agreement by Executive or the Company may not
operate or be construed as a waiver of any subsequent breach.



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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.



	 	 	 	 	 
	 	 	
By:	 	/s/ Pam Romano
	 	 	 	 	

	 	 	 	 	Pam Romano
	 	 	 	 	 
	 	 	
ZALE CORPORATION
	 	 	 	 	 
	 	 	
By:	 	/s/ Mary Forté
	 	 	 	 	

	 	 	 	 	 
	 	 	
Its: President, CEO




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