EXHIBIT 10.10b


 


ZALE CORPORATION


 


September 23, 2010


 


Mr. Theo Killion


1120 Hidden Ridge, #2106


Irving, Texas 75061


 


Dear Theo:


 


On behalf of Zale Corporation, I
am pleased to extend the following offer to you as Chief Executive
Officer.  This letter outlines the terms
of your offer which will be more fully set forth in your Second Amended and
Restated Employment Security Agreement to be entered into between you and Zale
Corporation on or about October 15, 2010:


 


	
  Report to:

  	
   

  	
  The Board of Directors

  
	
   

  	
   

  	
   

  
	
  Board Seat:

  	
   

  	
  September 23, 2010,
  the Company’s Board of Directors shall take all steps necessary to appoint
  you as a director of the Company and you shall remain a director throughout
  your tenure as Chief Executive Officer.

  
	
   

  	
   

  	
   

  
	
  Base Compensation:

  	
   

  	
  Thirty thousand, seven
  hundred sixty nine dollars and twenty three cents ($30,769.23) per bi-weekly
  pay period which, if annualized, is equal to Eight hundred thousand dollars
  ($800,000).

  
	
   

  	
   

  	
   

  
	
  Equity Grant:

  	
   

  	
  200,000 options for shares
  of Zale stock with an exercise price equal to the price at the close of
  market on September 23, 2010 or $2.00, whichever is higher. Shares will
  vest over four years at 25% on each anniversary of this appointment.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  100,000 Restricted Stock
  Units (“RSUs”), with a grant date of September 23, 2010. The RSUs will
  vest over four years, 25% on the second anniversary of the grant date, an
  additional 25% on the third anniversary of the grant date and the remaining
  50% on the fourth anniversary of the grant date

  
	
   

  	
   

  	
   

  
	
  Incentive Compensation:

  	
   

  	
  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 100% and a maximum level of 200% of base
  salary, based on achievement of our financial plan.

  



 


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


 

















 


	
  Benefits:

  	
   

  	
  You will continue
  participation in all benefits generally available to the Company’s
  Executives:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  · Company’s
  medical plans

  ·  Executive life insurance
  (2x base salary)

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

  ·  Executive LTD

  
	
   

  	
   

  	
   

  
	
  Second Amended and Restated
  Employment Security Agreement:

  	
   

  	
  It is contemplated that
  your existing Amended and Restated Employment Security Agreement will be
  further amended to reflect the terms of this offer letter and to:
  (a) provide for a maximum of one million dollars ($1,000,000) in
  non-change of control severance payments; and (b) modify the level of
  stock ownership that constitutes a change of control from 30% to 50%.

  
	
   

  	
   

  	
   

  
	
  Legal Fees:

  	
   

  	
  You will be eligible for
  re-imbursement of legal fees and other expenses incurred in connection with
  the negotiation and drafting of your Seconded Amended and Restated Employment
  Security Agreement in an amount not to exceed $10,000, upon production of
  receipts.

  
	
   

  	
   

  	
   

  
	
  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, 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
letter is only a summary of the terms of your employment by Zale.  The parties agree to negotiate in good faith
to complete the terms of this offer, which will be more fully set forth in the
Second Amended and Restated Employment Security Agreement referenced above, to
be entered into on terms consistent with this offer letter on or about
October 15, 2010.


 


Theo, I am delighted to extend
this offer to you and I look forward to working with you as Chief Executive
Officer.


 


	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ JOHN B. LOWE, JR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  John B. Lowe, Jr.

  
	
   

  	
   

  	
  Chairman, Board of Directors

  
	
   

  	
   

  	
   

  
	
  Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ THEO KILLION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
  September 26, 2010