ZALE CORPORATION
    

    
      August 18, 2011


    

    
      Mr. Tom Haubenstricker

    

    
      

      
    

    
      Dear Tom:

    

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

    


    	
          
            Start Date:
          

        	
          
            October 17, 2011
          

        
	

        	
           
        
	
          
            Reporting to:
          

        	
          
            Chief Administrative Officer
          

        
	

        	
           
        
	
          
            Base Compensation:
          

        	
          
            Fifteen thousand nine hundred sixty-one dollars and fifty-three
            cents ($15,961.53) per bi-weekly pay period which, if annualized,
            is equal to four hundred fifteen thousand dollars ($415,000.00).
          

        
	

        	
           
        
	
          
            Incentive Compensation:
          

        	
          
            You will be eligible for participation in the Company's Annual
            Fiscal Year Management & Professional Bonus Program (as may be
            amended from time to time). Although your start date is after
            August 1, 2011 your Fall bonus will not be pro-rated. The bonus
            opportunity is based on satisfactory individual performance and
            achievement of Fall and Spring season financial targets. The
            annual performance target for this position is 45% of base salary,
            weighted 65% for the Fall Season (August 1, 2011 - January 31,
            2012) and 35% for the Spring Season (February 1 - July 31, 2012).
            The bonus will be payable at the end of each season.
          

        
	

        	
           
        
	
          
            Equity Grant:
          

        	
          
            70,000 options of shares of Zale stock with an exercise price
            equal to the closing market price on your first day of work with
            the Company or at an exercise price of $2.00, whichever is
            greater. Shares will vest over four years at 25% on each
            anniversary of your award.
          

        
	

        	
           
        
	

        	
          
            25,000 restricted stock units, with vesting contingent upon
            continued employment (33% on 1st anniversary of issue date, 33% on
            2nd anniversary and 34% on 3rd anniversary).
          

        
	

        	
           
        
	

        	
          
            Additional equity may be granted from time to time when
            recommended by the CEO and approved by the Compensation Committee
            and the Board of Directors.
          

        


    

    
      


    

    
      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
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    

    


    	
          
            Tom Haubenstricker
          

        
	
          
            Page Two
          

        	

        
	

        	
           
        
	

        	
           
        
	
          
            Benefits:
          

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

        
	

        	
          
            ●
            Company's medical/dental plans
          

        
	

        	
          
            ●
            Group life insurance
          

        
	

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

        
	

        	
           
        
	
          
            Vacation:
          

        	
          
            You will receive 4 weeks (160 hours), prorated based on your start
            date, of vacation per fiscal year.
          

        
	

        	
           
        
	
          
            Severance:
          

        	
          
            Executive's employment may be terminated by the Company at its
            discretion, provided that, in the event of termination for any
            reason other than cause, the Company shall compensate Executive in
            an amount equal to one year of Executive's then applicable base
            salary. For purposes of this Agreement, "cause" is defined as: (a)
            Executive's indictment for a felony or a crime involving moral
            turpitude; (b) Executive's commission of an act constituting
            fraud, deceit or material misrepresentation with respect to the
            Company; (c) Executive's recurrent use of alcohol or prescribed
            medications at work or otherwise such that, in Company's sole
            discretion, Executive's job performance is impaired, or the use of
            any illegal substances or drug such that, in Company's sole
            discretion, Executive's job performance is impaired; (d)
            Executive's embezzlement of assets or funds of Company or of its
            parent or subsidiary(ies); and (e) Executive's commission of any
            negligent or willful act or omission that causes material
            detriment (by reason, without limitation, of financial exposure or
            loss, damage to reputation or goodwill, or exposure to civil
            damages or criminal penalties or other prosecutorial action by any
            governmental authority) to Company or any parent or subsidiary
            corporation of the Company.
          

        
	

        	
           
        
	
          
            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.
          

        


    

    

    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Torn Haubenstricker
    

    
      Page Three
    

    

    

    
      Tom, please confirm your offer by signing
      this letter and returning to me by fax at 972-580-5238 or emailing a
      scanned copy to mappel@zalecorp.com.
      I look forward to seeing you on your start day of October 17, 2011.
    

    

    


    	
           
        	
          
            Sincerely,
          

        
	

        	
           
        
	

        	
          
            /s/ Matt Appel
          

        
	

        	
          
            Matt Appel
          

        
	

        	
          
            Chief Administrative Officer and
          

        
	

        	
          
            Chief Financial Officer
          

        


    

    
      


    


    	
          
            Accepted:
          

        	

        
	

        	
           
        
	
          
            /s/ Tom Haubenstricker
          

        	

        
	
          
            Tom Haubenstricker
          

        	

        
	
          
            Dated : August 22nd, 2011