EXHIBIT 10.12


 


ZALE CORPORATION


 


June 30, 2009


 


Mr. Richard A. Lennox


529 West 42nd Street, Apt. 2U


New York, New York 10036


 


Dear Richard:


 


On behalf of Zale Corporation, I am pleased to make you the
following offer as Executive Vice President, Chief Marketing Officer. This
letter outlines the terms of your offer:


 


	
  Reporting
  to:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
  Base
  Compensation:

  	
  Fourteen
  thousand four hundred twenty-three dollars and eight cents ($14,423.08) per
  bi-weekly pay period which, if annualized, is equal to Three hundred
  seventy-five thousand dollars ($375,000).

  
	
   

  	
   

  
	
  Stock
  Grant:

  	
  50,000
  options for shares of Zale stock with an exercise price equal to the price at
  the close of market on the day you join the Company or $4.00 per share,
  whichever is greater. Shares will vest over four years at 25% on each
  anniversary of your award.

  
	
   

  	
   

  
	
   

  	
  15,000
  restricted stock units, with vesting contingent upon continued employment
  (25% on 2nd anniversary of issue date, 25% on 3rd anniversary, 50% on 4'1' anniversary).

  
	
   

  	
   

  
	
  Incentive
  Compensation:

  	
  Beginning
  with FY’10 (August 1, 2009 — July 31, 2010) you will be eligible
  for participation in the Company’s Annual Bonus Program (as may be amended
  from time to time) at a target level of 75% and a maximum level of 150% of
  base salary, based on achievement of our financial plan. We agree to
  guarantee $125,000 of the FY’10 bonus, payable in two installments: $62,500
  within 30 days of hire, and $62,500 in February 2010.

  



 


Dallas Executive Office: 901
W. Walnut Hill Lane Irving, Texas 75038-1003 Telephone 972-580-4000


 


Mail Address: P.O. Box
152777 Irving, Texas 75015.2777


 

















 


	
  Relocation:

  	
  Zale
  Corporation will provide benefits subject to your execution of a Relocation
  Agreement which provides for repayment to Zale according to the following
  schedule if you leave Zale voluntarily or are terminated for cause in the
  first year after the relocation:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1st - 2nd month

  	
   

  	
  100

  	
  %

  	
   

  
	
   

  	
   

  	
  3rd - 4th month

  	
   

  	
  85

  	
  %

  	
   

  
	
   

  	
   

  	
  5th - 6th month

  	
   

  	
  70

  	
  %

  	
   

  
	
   

  	
   

  	
  7th - 8th month

  	
   

  	
  55

  	
  %

  	
   

  
	
   

  	
   

  	
  9th - 12th month

  	
   

  	
  40

  	
  %

  	
   

  
	
   

  	
   

  
	
   

  	
  These specific benefits are:

   

  ·              A lump sum
  relocation allowance of $7,500.00 to offset your miscellaneous relocation
  expenses.

  ·              Zale
  Corporation will arrange and pay expenses for a van line move with a full
  pack for the movement of your household property from New York, New York to
  Dallas, Texas.

  ·              Reimbursement
  of 6% of realtor fees on the sale of your New York, New York home up to a
  maximum of $15,000.00, if needed.

  ·              Closing costs
  on the purchase of a new home in the Dallas area based upon the following
  items:

  ·              Reimbursable
  closing costs: legal fees, title changes, recording fees, transfer tax,
  documentary stamps, termite or other required building inspection, 1% loan
  origination fee and 1% discount point.

  ·              Costs not
  reimbursable: pre-paids for taxes, mortgage, assumption fees, escrow, etc.,
  repairs and excess origination and/or discount points.

  ·              Ninety days
  temporary living.

  ·              If necessary,
  up to sixty days of storage for your household goods.

  ·              Tax gross up.

  



 


In addition, Zale will pay for coach airline tickets each weekend to
and from Dallas, Texas and New York, New York for up to one year.


 


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  Benefits:

  	
  Participation in all benefits generally available to the Company’s
  Executives:

  ·      Company’s
  medical/dental plans (first of the month following 60 days of service)

  ·      Group life
  insurance (2x base salary)

  ·      401(k) Savings
  and Investment Plan (after one year of service)

  ·      Executive LTD

  
	
   

  	
   

  
	
  Vacation:

  	
  You
  will receive 4 weeks (160 hours) of vacation per fiscal year.

  



 


Employment at Zale is subject to the terms and conditions contained in
Zale’s Management Policies and Guidelines, and is not for a specific time and
can be terminated by you or by Zale at any time for any reason, with or without
cause. This offer of employment is contingent upon the completion of a
background check satisfactory to Zale. This letter is a summary of the terms of
your employment by Zale. We agree to provide you with an Employment Security
Agreement (“ESA”), effective as of your hire date, which will provide for: (a) severance
in the event of a Qualifying Termination as defined in the ESA that is other
than for cause in a non-change of control context in the amount of six (6) months
salary and average earned bonus; and (b) severance in the event of a
Qualifying Termination as defined in the ESA that is other than for cause in a
Change of Control context as defined in the ESA to include, among other
triggers, a 50% threshold for purposes of Section 3(a)(9) and 13(d) of
the Securities Exchange Act of 1934, in the amount of eighteen (18) months salary
and average earned bonus, subject to a 2800 Conditional Cap.


 


Richard, I am delighted to extend this offer and I look forward to
you joining us.


 


	
   

  	
  /s/ NEAL GOLDBERG

  
	
   

  	
   

  
	
   

  	
  Neal Goldberg

  
	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ RICHARD LENNOX

  	
   

  	
   

  
	
   

  	
  Richard Lennox

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Dated:

  	
  July 9, 2009

  	
   

  	
   

  
					



 


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