EX-10.2






EXHIBIT 10.2




TERMINATION PROTECTION AGREEMENT




THIS TERMINATION PROTECTION AGREEMENT (as hereinafter amended from time to time, this
“Agreement”) is made and entered into by and among Sterling Jewelers Inc., a Delaware
corporation (the “Company”) and Michele Santana (the “Executive”), effective as of
October 15, 2015 (the “Effective Date”).



W I T N E S S E T H




WHEREAS, the Company and its affiliates are engaged in the business of operating chains of
retail jewelry stores in the United States, the United Kingdom and Canada;



WHEREAS, the parties hereto are party to that certain Employment Agreement dated as of October
18, 2010 as subsequently amended on July 7, 2014 (the “Prior Agreement”);



WHEREAS, the Company desires to continue to employ the Executive, and the Executive desires to
remain employed, as Chief Financial Officer of Signet Jewelers Limited, a Bermuda corporation
(“Signet,” and, together with its subsidiaries, the “Signet Group”, which for
purposes of this Agreement is an affiliate of the Company), effective as of the Effective Date,
subject to the terms and provisions of this Agreement.



NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which is mutually
acknowledged, the Company and the Executive (individually a “Party” and together the
“Parties”), intending to be legally bound, agree as follows:



Agreement




1. Definitions




(a) “Annual Bonus” means an annual cash bonus award in accordance with the
annual short-term incentive plan then in effect for executive officers of Signet, as
approved by the Compensation Committee or its designee.




(b) “Board” means the Board of Directors of Signet.




(c) “Business” shall mean the operation of a retail jewelry business that sells
to the public jewelry, watches and associated services including through e-commerce.




(d) “Cause” means (A) fraud, embezzlement, gross insubordination or any act of
moral turpitude or misconduct, in each case, on the part of the Executive; (B) conviction of
or the entry of a plea of nolo contendere by the Executive for any felony;
or (C) (x) a material breach by the Executive of Executive’s duties, responsibilities or
obligations under this Agreement or the attached Schedule 1, or (y) the willful
failure or refusal by the Executive to perform and discharge a specific lawful directive
issued to Executive by the Board within a reasonable period of time, not to be less than
five (5) business days, following written notice thereof to the Executive by the Company or
the Board.




(e) “Change of Control” means the occurrence of any of the following events:



(i) any consolidation, amalgamation, or merger of Signet with or into any other Person, or any
other corporate reorganization, business combination, transaction or transfer of securities of
Signet by its stockholders, or a series of transactions (including the acquisitions of capital
stock of Signet), whether or not Signet is a party thereto, in which the stockholders of Signet
immediately prior to such consolidation, merger, reorganization, business combination or
transaction, collectively have beneficial ownership (as defined in Rule 13d-3 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended), directly or indirectly, of
capital stock representing directly, or indirectly through one or more entities, less than fifty
(50%) of the equity (measured by economic value or voting power (by contract, share ownership or
otherwise) of Signet or other surviving entity immediately after such consolidation, merger,
reorganization, business combination or transaction;



(ii) the sale or disposition, in one transaction or a series of related transactions, of all
or substantially all of the assets of Signet to any Person;



(iii) during any period of twelve consecutive months, individuals who as of the beginning of
such period constituted the entire Board (together with any new directors whose election by such
Board or nomination for election by Signet’s shareholders was approved by a vote of at least
two-thirds of the directors of Signet, then still in office, who were directors at the beginning of
the period or whose election or nomination for election was previously so approved) cease for any
reason to constitute a majority thereof; of



(iv) approval by the shareholders of Signet of a complete liquidation or dissolution of
Signet.




(f) “Compensation Committee” means the compensation committee of the Board.




(g) “Disability” means any physical or mental disability during the term of the
Executive’s Employment that renders the Executive incapable of performing the services
required of the Executive for any period or periods aggregating six months during any
twelve- month period. For purposes of the foregoing, the Executive’s physical or mental
disability shall be determined in accordance with any disability plan of or applicable to
the Company that is then in effect.




(h) “Good Reason” means within one (1) year following a Change of Control and
without the Executive’s prior written consent: (A) any material reduction in Executive’s
target or maximum potential annual compensation opportunities as set forth on the attached
Schedule 1; (B) a material diminution in Executive’s authority, duties or
responsibilities as set forth on Schedule 1; (C) any requirement that the Executive
relocate Executive’s principal place of employment by more than fifty miles from Akron, Ohio
and from Executive’s principal residence; or (D) a material breach by the Company of its
payment obligations to the Executive as set forth on Schedule 1, which breach
remains uncured for thirty days following written notice thereof provided by the Executive
to the Company; provided that, no event described in clauses (A) – (D) shall constitute Good
Reason unless (i) Executive has given the Company written notice of the termination, setting
forth the conduct of the Company that is alleged to constitute Good Reason, within ninety 90
days following the first occurrence of such event, and (ii) Executive has provided the
Company at least thirty (30) days following the date on which such notice is provided to
cure such conduct and the Company has failed to do so.




(i) “Long Term Incentive Plan” means the long-term incentive plan then in
effect, as approved by the Compensation Committee or its designee.




(j) “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of
the Securities Exchange Act of 1934, as amended and used in Sections 13(d) and 14(d)
thereof, including a “group” as defined in Section 13(d) thereof.



2. Termination. The Executive’s employment with the Company is “at-will” and shall
continue until terminated either by the Company at any time by notifying the Executive in writing
or by the Executive at any time upon at least three hundred and sixty (360) days’ prior written
notice to the Company. The provisions of this Agreement exclusively shall govern the Executive’s
rights upon termination of employment with the Company and its affiliates.



(a) Termination By the Company For Cause; Resignation by the Executive. If the
Executive’s employment with the Company is terminated by the Company for Cause (as defined below)
or if the Executive resigns for any reason or no reason, the Executive shall be entitled to receive
solely the following: (i) base salary and accrued and unused vacation through the date of
termination in accordance with the Company’s normal payroll practices; (ii) any Annual Bonus or
Long Term Incentive Plan payment that has been earned by the Executive for a completed fiscal year
(or with respect to a Long Term Incentive Plan payment, a completed performance cycle) ending prior
to the effective date of the Executive’s date of termination but which remains unpaid as of such
date payable in accordance with the applicable Plan; and (iii) any vested benefits to which the
Executive is entitled under the employee benefit plans of the Company, payable pursuant to the
terms and conditions of such benefit plans (the amounts described in clauses (i), (ii), and (iii)
being referred to as the “Accrued Rights”).



(b) Termination By the Company Without Cause or Resignation by the Executive for Good
Reason. If the Executive’s employment hereunder is terminated by the Company without Cause or
if the Executive resigns for Good Reason, the Executive shall be entitled to receive solely the
following in addition to the Accrued Rights, subject to Section 2(g) and the Executive’s continued
compliance with the provisions of Sections 3 and 4:



(i) continued payment of the Executive’s Base Salary in effect on the last date of the
Executive’s employment for twelve (12) months following such last date of employment, in accordance
with the Company’s standard payroll practices for executive officers;



(ii) a lump sum amount equal to the Annual Bonus the Executive would otherwise have received
for the fiscal year in which the Executive’s termination of employment occurred, based on actual
performance, payable in a lump sum during the period commencing on the 15th of April and ending on
the 31st of May following the end of the applicable fiscal year of Signet; and



(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as
of the date of termination, (1) with respect to awards that vest in whole or in part based on
performance, at the end of each completed performance cycle for each such award, vesting shall be
calculated by multiplying (A) the total number of awards that would have vested based on actual
performance during the full performance cycle and (B) the quotient obtained from dividing the
number of calendar days worked during the applicable performance cycle through the date of
termination by the number of calendar days in such performance cycle, payable upon the conclusion
of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later
than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to
awards that vest solely based on the provision of services, vesting, as of the date of termination
of employment, shall be calculated by multiplying (A) the total number of awards that would have
vested if the Executive had remained employed during the full performance cycle and (B) the
quotient obtained from dividing the number of calendar days worked during the applicable
performance cycle through the date of termination by the number of calendar days in such
performance cycle, payable in accordance with the Long Term Incentive Plan; and



(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation
Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for
actively employed senior executives with the same level of coverage, payable monthly in accordance
with the Company’s standard payroll practices for twelve (12) months or until such earlier
termination of COBRA coverage, with the first payment within seventy-two (72) days of the date of
Executive’s termination of employment as determined solely by the Company;



For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the
Executive’s breach of the provisions of Sections 3 or 4 of this Agreement.



(c) Automatic Termination Upon the Executive’s Death. In the event of the Executive’s
death during the term of the Executive’s employment, the Executive’s employment and this Agreement
shall automatically terminate and, in addition to the Accrued Rights and subject to Section 2(g),
the Company shall pay to Executive’s estate Executive’s Base Salary in effect on the last date of
the Executive’s employment for six (6) months following such last date of employment, in accordance
with the Company’s standard payroll practices for executive officers and a lump sum amount equal to
the pro-rata portion of the Annual Bonus (if any) for which the Executive would have been eligible
had the Executive remained employed with the Company through the end of the fiscal year in which
employment terminated, based on actual performance and calculated by multiplying such amount by the
quotient obtained by dividing the number of calendar days worked during the applicable fiscal year
in which termination occurred by the number of calendar days in such fiscal year (which amount
shall be paid during the period commencing on the 15th of April and ending on the 31st of May
following the end of the applicable fiscal year of Signet). In addition, in respect of each
then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination,
(1) with respect to awards that vest in whole or in part based on performance, vesting, as of the
date of death, shall be calculated by multiplying (A) the number of awards that would have vested
upon achievement of target performance by (B) the quotient obtained from dividing the number of
calendar days worked during the applicable performance cycle through the date of Executive’s death
by the number of calendar days in such performance cycle, payable in accordance with the Long Term
Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined
below)) and (2) with respect to awards that vest solely based on the provision of services,
vesting, as of the date of death, shall be calculated by multiplying (A) the total number of awards
that would have vested if the Executive remained employed during the full performance cycle and (B)
the quotient obtained from dividing the number of calendar days worked during the applicable
performance cycle through the date of Executive’s death by the number of calendar days in such
performance cycle, payable in accordance with the Long Term Incentive Plan.



(d) Termination due to Disability. In the event of the Executive’s Disability during
the term of the Executive’s employment, the Company shall have the right, upon written notice to
the Executive, to terminate the Executive’s employment hereunder, effective upon the giving of such
notice (or such later date as shall be specified in such notice). Upon such termination, in
addition to the Accrued Rights, subject to Section 2(g) and the Executive’s continued compliance
with the provisions of Sections 3 and 4, the Company shall have no further obligations hereunder
beyond payment to the Executive of the pro-rata portion of the Annual Bonus (if any) for which the
Executive would have been eligible had the Executive remained employed with the Company through the
end of the fiscal year in which employment terminated, based on actual performance and calculated
by multiplying such Annual Bonus by the quotient obtained by dividing the number of calendar days
worked during the applicable fiscal year in which termination occurred by the number of calendar
days in such fiscal year (which amount shall be paid during the period commencing on the 15th
of April and ending on the 31st of May following the end of the applicable fiscal
year of Signet). Executive’s Long Term Incentive Plan awards shall be paid in accordance with the
Long Term Incentive Plan and applicable award agreements. For the avoidance of doubt, all payments
under this Section 2(d) shall cease upon the Executive’s breach of the provisions of Sections 3 or
4 of this Agreement.



(e) Notice of Termination. Any purported termination of employment by the Company or
by the Executive (other than due to the Executive’s death) shall be communicated by written Notice
of Termination to the other Party hereto in accordance with Section 9(f).



(f) Board/Committee Resignation. Upon termination of the Executive’s employment for
any reason, the Executive agrees to resign at the direction of the Board or shall be deemed to have
resigned, as of the date of such termination and to the extent applicable, from the Board (and any
committees thereof) and the Board of Directors (and any committees thereof) of any of the Company’s
subsidiaries or affiliates.



(g) Waiver and Release; Timing of Payments. Notwithstanding anything herein to the
contrary, as a condition precedent to receiving any payments under this Section 2 (other than those
amounts already accrued prior to the date of termination, including the Accrued Rights), Executive
(or the Executive’s estate, as applicable) shall have executed, within twenty-one days, or if
required for an effective release, forty-five days, following the Executive’s termination of
employment, a waiver and release in substantially the form attached hereto as Exhibit A
(the “Release”), which Release may be updated by the Company from time to time to reflect
changes in law, and the seven-day revocation period of such Release shall have expired. Subject to
Section 6(b) and the execution of the Release pursuant to this Section 2(g), all payments under
this Section 2 shall be payable as described above; provided, that any payments due
prior to the sixtieth day after the Executive’s termination of employment shall be made on such
sixtieth day.



3. Confidentiality; Ownership of Developments.



(a) During the term of the Executive’s employment with the Company or any of its subsidiaries
or affiliates and for all time thereafter, the Executive shall keep secret and retain in strictest
confidence and not divulge, disclose, discuss, copy or otherwise use or suffer to be used in any
manner, except in connection with the Business of the Company and of any of the subsidiaries or
affiliates of the Company, any trade secrets, confidential or proprietary information and documents
or materials owned, developed or possessed by or for the Company or any of the subsidiaries or
affiliates of the Company pertaining to the Business of the Company or any of the subsidiaries or
affiliates of the Company; provided that such information referred to in this Section 3(a)
shall not include information that is or has become generally known to the public or the jewelry
trade without violation of this Section 3.



(b) The Executive acknowledges that all developments, including, without limitation,
inventions (patentable or otherwise), discoveries, improvements, patents, trade secrets, designs,
reports, computer software, flow charts and diagrams, data, documentation, writings and
applications thereof (collectively, “Works”) relating to the Business or planned business
of the Company or any of the subsidiaries or affiliates of the Company that, alone or jointly with
others, the Executive may create, make, develop or acquire during the term of Executive’s
employment with the Company or any of its subsidiaries or affiliates (collectively, the
“Developments”) are works made for hire and shall remain the sole and exclusive property of
the Company and its subsidiaries and affiliates and the Executive hereby assigns to the Company all
of Executive’s right, title and interest in and to all such Developments and Executive shall take
any action reasonably necessary to achieve the foregoing result. Notwithstanding any provision of
this Agreement to the contrary, “Developments” shall not include any Works that do not
relate to the Business or planned business of the Company or any of the subsidiaries or affiliates
of the Company.



4. Covenants Not to Solicit and Not to Compete. The Executive agrees that Executive
shall not, directly or indirectly, without the prior written consent of the Company:



(a) during Executive’s employment with the Company or any of its subsidiaries or affiliates
and for a period of one year commencing upon termination of the Executive’s employment, solicit,
entice, persuade or induce any employee, consultant, agent or independent contractor of the Company
or of any of the subsidiaries or affiliates of the Company to terminate his or her employment or
engagement with the Company or such subsidiary or affiliate, to become employed by any person, firm
or corporation other than the Company or such subsidiary or affiliate or approach any such
employee, consultant, agent or independent contractor for any of the foregoing purposes; or



(b) during Executive’s employment with the Company or any of its subsidiaries or affiliates
and for a period of one year commencing upon termination of the Executive’s employment, directly or
indirectly own, manage, control, invest or participate in any way in, consult with or render
services to or for any person or entity (other than for the Company or any of the subsidiaries or
affiliates of the Company) which is materially engaged in the Business; provided that the
Executive shall be entitled to own up to 1% of any class of outstanding securities of any company
whose common stock is listed on a national securities exchange or included for trading on the
NASDAQ Stock Market.



5. Specific Performance. The Executive acknowledges that the services to be rendered
by the Executive are of a special, unique and extraordinary character and, in connection with such
services, the Executive will have access to confidential information vital to the Business of the
Company and the subsidiaries and affiliates of the Company. By reason of this, the Executive
consents and agrees that if the Executive violates any of the provisions of Sections 3 or 4 hereof,
the Company and the subsidiaries and affiliates of the Company would sustain irreparable injury and
that monetary damages will not provide adequate remedy to the Company and that the Company shall be
entitled to have Sections 3 or 4 specifically enforced by any court having equity jurisdiction.
Nothing contained herein shall be construed as prohibiting the Company or any of the subsidiaries
or affiliates of the Company from pursuing any other remedies available to it for such breach or
threatened breach, including, without limitation, the recovery of damages from the Executive or
cessation of payments hereunder without requirement for posting a bond.



6. Section 409A.



(a) The intent of the parties is that payments and benefit under this Agreement comply with or
be exempt from Internal Revenue Code of 1986, as amended (the “Code”) Section 409A and the
regulations and guidance promulgated thereunder (collectively, “Section 409A”) and,
accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in
compliance therewith or exempt therefrom, as applicable. If any other payments of money or other
benefits due to the Executive hereunder could cause the application of an accelerated or additional
tax under Section 409A of the Code, the Company may (i) adopt such amendments to the Agreement,
including amendments with retroactive effect, that the Company determines necessary or appropriate
to preserve the intended tax treatment of the benefits provided by the Agreement and/or (ii) take
such other actions as the Company determines necessary or appropriate to comply with the
requirements of Section 409A.



(b) A termination of employment shall not be deemed to have occurred for purposes of this
Agreement providing for the payment of any amounts or benefits that are considered nonqualified
deferred compensation under Section 409A upon or following a termination of employment, unless such
termination is also a “separation from service” within the meaning of Section 409A and the payment
thereof prior to a “separation from service” would violate Section 409A. For purposes of any such
provision of this Agreement relating to any such payments or benefits, references to a
“termination,” “termination of employment” or like terms shall mean “separation from service.” If
the Executive is deemed on the date of termination to be a “specified employee” within the meaning
of that term under Section 409A(a)(2)(B), then, notwithstanding any other provision herein, with
regard to any payment or the provision of any benefit that is considered nonqualified deferred
compensation under Section 409A payable on account of a “separation from service,” such payment or
benefit shall not be made or provided prior to the date which is the earlier of (A) the expiration
of the six-month period measured from the date of such “separation from service” of the Executive,
and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the
Delay Period, all payments and benefits delayed pursuant to this Section 6(b) (whether they would
have otherwise been payable in a single lump sum or in installments in the absence of such delay)
shall be paid or reimbursed to the Executive in a lump sum on the first business day following the
Delay Period, and any remaining payments and benefits due under this Agreement shall be paid or
provided in accordance with the normal payment dates specified for them herein.



(c) (i) All expenses or other reimbursements as provided herein shall be payable in accordance
with the Company’s policies in effect from time to time, but in any event any reimbursements that
are non-qualified deferred compensation subject to Section 409A of the Code shall be made on or
prior to the last day of the taxable year following the taxable year in which such expenses were
incurred by the Executive; (ii) no such reimbursement or expenses eligible for reimbursement in any
taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable
year; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation
or exchanged for another benefit.



(d) For purposes of Section 409A, the Executive’s right to receive any installment payments
pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct
payments. Whenever a payment under this Agreement specifies a payment period with reference to a
number of days (e.g., “payment shall be made within thirty days following the date of
termination”), the actual date of payment within the specified period shall be within the sole
discretion of the Company.



(e) Nothing contained in this Agreement shall constitute any representation or warranty by the
Company regarding compliance with Section 409A. The Company has no obligation to take any action
to prevent the assessment of any additional income tax, interest or penalties under Section 409A on
any person and the Company, its subsidiaries and affiliates, and each of their employees and
representatives shall not have any liability to the Executive with respect thereto.



7. Compliance with Board Policies.



(a) Over the course of the five-year period that commenced on August 1, 2014, the Executive
shall be required to build a holding of Shares equal to at least two times Executive’s Base Salary
(the “Share Ownership Requirement”). Until the Share Ownership Requirement has been
achieved, the Executive shall be required to hold at least fifty percent (50%) of Executive’s
Shares (i) received upon exercise of stock options or stock appreciation rights or settlement of
restricted stock units, as the case may be, under the Company’s equity plans (other than the
minimum number of Shares required to pay the related tax) and (ii) pursuant to which the applicable
restrictions have lapsed, in the case of restricted Shares granted under the Company’s equity plans
(other than the minimum number of Shares required to pay the related tax). For the avoidance of
doubt, once the Share Ownership Requirement is achieved at any given Share price, such requirement
shall be considered satisfied, notwithstanding any subsequent change in Share price. The Share
Ownership Requirement shall be required for so long as the Executive is the Chief Financial Officer
of the Signet Group. The details of the Share Ownership Requirement are set forth in the memorandum
from Steve Becker to you dated August 29, 2014.



(b) The Executive shall be subject to the written policies of the Board applicable to
executives, including without limitation any Board policy relating to claw back of compensation, as
they exist from time to time during the Executive’s employment with the Company or any of its
affiliates.



8. Governing Law; Jurisdiction.



(a) This Agreement shall be subject to, and governed by, the laws of the State of Ohio
applicable to contracts made and to be performed therein, without regard to conflict of laws
principles thereof.



(b) Any action to enforce any of the provisions of this Agreement shall be brought in a court
of the State of Ohio located in Summit County or in a Federal court located in Cleveland, Ohio.
The parties consent to the jurisdiction of such courts and to the service of process in any manner
provided by Ohio law. Each Party irrevocably waives any objection which it may now or hereafter
have to the laying of the venue of any such suit, action, or proceeding brought in such court and
any claim that such suit, action, or proceeding brought in such court has been brought in an
inconvenient forum and agrees that service of process in accordance with the foregoing sentences
shall be deemed in every respect effective and valid personal service of process upon such Party.



EXECUTIVE ACKNOWLEDGES THAT, BY SIGNING THIS AGREEMENT, HE IS WAIVING ANY RIGHT THAT HE MAY HAVE TO
A JURY TRIAL RELATED TO THIS AGREEMENT.



9. Miscellaneous.



(a) Entire Agreement/Amendments. This Agreement contains the entire understanding of
the parties with respect to the subject matter hereto and supersedes any and all prior agreements
(whether written or oral) between the Parties with respect thereto, including, without limitation,
the Prior Agreement and, to the extent modified by the terms herein, any Long Term Incentive Plan
award outstanding on the date of this Agreement. There are no restrictions, agreements, promises,
warranties, covenants or undertakings between the parties with respect to the subject matter herein
other than those expressly set forth herein. This Agreement may not be altered, modified, or
amended except by written instrument signed by the parties hereto.



(b) No Waiver. The failure of a Party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver of such Party’s rights or deprive
such Party of the right thereafter to insist upon strict adherence to that term or any other term
of this Agreement.



(c) Severability. The provisions of this Agreement are severable and the invalidity,
illegality or unenforceability of any one or more provisions shall not affect the validity,
legality or enforceability of any other provision. In the event that a court of competent
jurisdiction shall determine that any provision of this Agreement or the application thereof is
unenforceable in whole or in part because of the duration or scope thereof, the parties hereto
agree that said court in making such determination shall have the power to reduce the duration and
scope of such provision to the extent necessary to make it enforceable, and that the Agreement in
its reduced form shall be valid and enforceable to the full extent permitted by law.



(d) Assignment. This Agreement and all of the Executive’s rights and duties hereunder
shall not be assignable or delegable by the Executive. Any purported assignment or delegation by
the Executive in violation of the foregoing shall be null and void ab initio and of no force and
effect. This Agreement may be assigned by the Company to, or assumed by, a person or entity which
is an affiliate of the Company or a successor in interest to substantially all of the business
operations of the Company. Upon such assignment, the rights and obligations of the Company
hereunder shall become the rights and obligations of such affiliate or successor person or entity.



(e) Successors; Binding Agreement. This Agreement shall inure to the benefit of and
be binding upon personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. In the event of the Executive’s death, all amounts payable
hereunder to the Executive that are then unpaid, shall be paid to the Executive’s beneficiary
designated by him in writing to the Company or, in the absence of such designation, to Executive’s
estate.



(f) Notice. For the purpose of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have been duly given when
delivered by hand or overnight courier or three days after it has been mailed by United States
registered mail, return receipt requested, postage prepaid, addressed to the respective addresses
set forth below in this Agreement, or to such other address as either Party may have furnished to
the other in writing in accordance herewith, except that notice of change of address shall be
effective only upon receipt.



	 	 	 
	If to the Company:

	 	

	Sterling Jewelers Inc.

375 Ghent Road

Akron, Ohio 44333

	 	





	Attn: Signet Chief Human Resources Officer

	with copies to:

	 	

	Signet Jewelers Limited

110 Cannon Street

London, EC4N 6EU

Attn:

	 	





Mark A. Jenkins






Weil, Gotshal & Manges LLP



767 Fifth Avenue



New York, NY 10153-0119



Attn: Michael Aiello



If to the Executive:



To Executive’s last address set forth on the payroll records of the Company



(g) Cooperation. The Executive shall provide the Executive’s reasonable cooperation
in connection with any action or proceeding (or any appeal from any action or proceeding) which
relates to events occurring during the Executive’s employment hereunder.



(h) Withholding Taxes. The Company may withhold from any amounts payable under this
Agreement such Federal, state and local taxes as may be required to be withheld pursuant to any
applicable law or regulation.



(i) Survival. The provisions of Sections 3, 4, 5, 6, 8, and 9 of this Agreement
shall survive the expiration or termination of this Agreement and the Executive’s employment
hereunder, irrespective of the reason for any termination



(j) Counterparts. This Agreement may be signed in counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.



[signatures on following page]IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement on the last date written below.




STERLING JEWELERS INC.




	 	 	 	By:
/s/ Mark S. Light






	 	 	Mark S. Light

Chief Executive Officer






Date: October 15, 2015




EXECUTIVE




/s/ Michele Santana




	 	 	Michele Santana






Date: October 15, 2015



SCHEDULE 1

EMPLOYMENT TERMS, DUTIES AND ENTITLEMENTS




Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the
Termination Protection Agreement, dated as of October 15, 2015, by and among Sterling Jewelers Inc.
(the “Company”) and Michele Santana (the “Executive”) to which this Schedule 1 is
attached (the “Agreement”).



	 	 	 
	Position
	 	Chief Financial Officer of the Signet Group

	Reporting Line
	 	Executive shall report to the Chief Executive Officer of the Signet Group.

	Duties
	 	Executive shall have such duties and authority, consistent with Executive’s

position, as may be assigned from time to time by the Chief Executive Officer.

Executive shall devote Executive’s full business time and best efforts to the

performance of Executive’s duties and will not engage in any other business,

profession or occupation for compensation or otherwise which would directly or

indirectly conflict or interfere with the rendition of such services, without

the prior written consent of the Board; provided Executive may (i) serve on any

board of directors or trustees of any charitable or educational organization

or engage in other charitable, civic and professional activities, and (ii)

subject to the prior approval of the Board, in its sole discretion, Executive

may accept appointment to any board of directors of any business entity;

provided in each case, and in the aggregate, that such activities do not

conflict or interfere with the performance of the Executive’s duties or breach

the terms of Section 3 or 4 of the Agreement.

	 	 	 

	Annual Base Salary
	 	Annual rate of $635,000, subject to annual review by the Compensation Committee.

Base Salary shall not be reduced unless there is a comparable reduction in the

base salaries of other named executive officers of Signet.

	Annual Bonus
	 	Target Bonus: 75% of Base Salary upon achievement of performance objectives at

target for the applicable fiscal year of Signet.

Annual Bonus may be less than or greater than Target Bonus, based upon

achievement of performance objectives against target levels, up to 150% of Base

Salary.

Annual Bonus, if any, is payable in a lump sum during the period commencing on

the 15th of April and ending on the 31st of May following the end of the

applicable fiscal year of Signet.

	Long Term Incentive

Plan
	 	Annual consideration for long-term awards (as determined in the Compensation

Committee’s sole discretion) made in accordance with the terms of the Long Term

Incentive Plan.

	Employee Benefits
	 	Eligible for all Company health, life and disability insurance and other

welfare, and retirement, savings, deferred compensation and fringe employee

benefit plans, as in effect from time to time, on the same basis as those

benefits are generally made available to senior executives of the Company.

Eligible for reimbursement of reasonable business expenses incurred by the

Executive during employment in the performance of the Executive’s duties, in

accordance with Company policies and subject to timely submission of

reimbursement requests.

	Vacation
	 	5 weeks paid vacation per year, subject to the Company’s vacation policies

applicable to senior executives, as in effect from time to time.

	Director and

Officer Insurance
	 	The Company shall keep in force for the Executive coverage under a directors

and officers liability insurance policy, such coverage to be at a level no less

than that maintained for substantially all of the executive officers of the

Company or Signet (during the period the Executive is an executive officer of

Signet) and substantially all of the members of the Board of Directors Signet

(during any period the Executive is a member of the Board of Directors of

Signet).

	Executive

Representations
	 	Executive represents and warrants to the Company that the performance by

Executive of the duties set forth on the Agreement and this Schedule 1 shall

not constitute a breach of, or otherwise contravene, the terms of any

employment agreement or other agreement or policy to which the Executive is a

party or otherwise bound.







EXHIBIT A

RELEASE




This RELEASE (“Release”) dated as of       , 20       between Sterling Jewelers Inc., a
Delaware corporation (the “Company”), and Michele Santana (the “Executive”).



WHEREAS, the Company and the Executive previously entered into that certain Termination
Protection Agreement dated October 15, 2015 (the “Agreement”); and



WHEREAS, the Executive’s employment with the Company has terminated effective              , 20     
(“Termination Date”);



NOW, THEREFORE, in consideration of the premises and mutual agreements contained herein and in
the Agreement, the Company and the Executive agree as follows:



1. Capitalized terms not defined herein shall have the meaning as defined under the Agreement.



2. In consideration of the Executive’s release under Paragraph 3 hereof, the Company shall pay to
the Executive or provide benefits to the Executive as set forth in Section 2, as applicable, of the
Agreement, which is attached hereto and made a part hereof.



3. The Executive, on Executive’s own behalf and on behalf of Executive’s heirs, estate and
beneficiaries, does hereby release the Company, and in such capacities, any of its subsidiaries or
affiliates, and each past or present officer, director, agent, employee, shareholder, and insurer
of any such entities, from any and all claims made, to be made, or which might have been made of
whatever nature, whether known or unknown, from the beginning of time, including those that arose
as a consequence of Executive’s employment with the Company, or arising out of the severance of
such employment relationship, or arising out of any act committed or omitted during or after the
existence of such employment relationship, all up through and including the date on which this
Release is executed, including, without limitation, any tort and/or contract claims, common law or
statutory claims, claims under any local, state or federal wage and hour law, wage collection law
or labor relations law, claims under any common law or other statute, claims of age, race, sex,
sexual orientation, religious, disability, national origin, ancestry, citizenship, retaliation or
any other claim of employment discrimination, including under Title VII of the Civil Rights Acts of
1964 and 1991, as amended (42 U.S.C. §§ 2000e et seq.), Age Discrimination in Employment Act, as
amended (29 U.S.C. §§ 621, et seq.); the Americans with Disabilities Act (42 U.S.C. §§ 12101 et
seq.), the Rehabilitation Act of 1973 (29 U.S.C. 701 et seq.), the Family and Medical Leave Act (29
U.S.C. §§ 2601 et seq.), the Fair Labor Standards Act (29 U.S.C. §§ 201 et seq.), the Employee
Retirement Income Security Act of 1974, as amended (29 U.S.C. §§ 1001 et seq.) and any other law
(including any state or local law or ordinance) prohibiting employment discrimination or relating
to employment, retaliation in employment, termination of employment, wages, benefits or otherwise.
If any arbitrator or court rules that such waiver of rights to file, or have filed on Executive’s
behalf, any administrative or judicial charges or complaints is ineffective, the Executive agrees
not to seek or accept any money damages or any other relief upon the filing of any such
administrative or judicial charges or complaints. The Executive relinquishes any right to future
employment with the Company and the Company shall have the right to refuse to re-employ the
Executive, in each case without liability of the Executive or the Company. The Executive
acknowledges and agrees that even though claims and facts in addition to those now known or
believed by him to exist may subsequently be discovered, it is Executive’s intention to fully
settle and release all claims he may have against the Company and the persons and entities
described above, whether known, unknown or suspected.



4. The Company and the Executive acknowledge and agree that the release contained in Paragraph 3
does not, and shall not be construed to, release or limit the scope of any existing obligation of
the Company and/or any of its subsidiaries or affiliates (i) to indemnify the Executive for
Executive’s acts as an officer or director of Company in accordance with the Certificate of
Incorporation and all agreements thereunder, (ii) to pay any amounts or benefits pursuant to
Paragraph 2 of this Release or any Accrued Rights (as defined in the Agreement) to which the
Executive is entitled under the Agreement, or (iii) with respect to the Executive’s rights as a
shareholder of the Company, Signet or any of their subsidiaries.



5. Executive acknowledges that pursuant to the Release set forth in Paragraph 3 above, Executive is
waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967
(“ADEA”) and that Executive’s waiver and release of such rights is knowing and voluntary.
Executive acknowledges that the consideration given for the ADEA waiver and release under this
Release is in addition to anything of value to which Employee was already entitled.



(a) Executive further acknowledges that he has been advised by this writing that:



(i) Executive should consult with an attorney prior to executing this Release and
has had an opportunity to do so;



(ii) Executive has up to twenty-one (21) days within which to consider this ADEA
waiver and release;



(iii) Executive has seven (7) days following Executive’s execution of this Release
to revoke this ADEA waiver and release, but only by providing written notice of such revocation to
the Company in accordance with the “Notice” provision in Section 15(f) of the Agreement;



(iv) the ADEA waiver and release shall not be effective until the seven (7) day
revocation period has expired; and



(v) the twenty-one (21) day period set forth above shall run from the date Executive
receives this Release. The Parties agree that any modifications made to this Release prior to its
execution shall not restart, or otherwise affect, this twenty-one day (21) period.



(b) It is the intention of the parties in executing this Release that this Release shall be
effective as a full and final accord and satisfaction and release of and from all liabilities,
disputes, claims and matters covered under this Release, known or unknown, suspected or
unsuspected.



6. This Release shall become effective on the first (1st) day following the day that
this Release becomes irrevocable under Paragraph 5. All payments due to the Executive shall be
payable in accordance with the terms of the Agreement.



[remainder of page intentionally blank]




IN WITNESS WHEREOF, the parties have executed this Release on the date first above written.




STERLING JEWELERS INC.




By:

Name:

Title:





MICHELE SANTANA