Exhibit 10.1
    

    

    

    
      May 20, 2009
    

    

    

    

    

    
      Mr. Matthew Appel
5055 Shoreline Drive
Frisco, Texas  75034

    

    

    

    
      Dear Matt:
    

    

    

    
      On behalf of Zale Corporation, I am pleased to make you the following
      offer, effective May 27, 2009, as Executive Vice President,
      Finance.  Effective June 15, 2009, you will become Executive Vice
      President, Chief Financial Officer.  This letter outlines the terms of
      your offer:
    

    

    

    
    	
          
            Reporting to:
          

        	
           
        	
          
            Chief Executive Officer
          

        
	

        	

        	
           
        
	
          
            Base Compensation:
          

        	

        	
          
            Fifteen thousand three hundred eighty-four dollars and sixty-two
            cents ($15,384.62) per bi-weekly pay period which, if annualized,
            is equal to Four hundred thousand dollars ($400,000).
          

        
	
          
             
          

        	

        	
          
             
          

          
             
          

        
	
          
            Stock Grant:
          

        	

        	
          
            100,000 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. Shares will vest over four years at 25% on each
            anniversary of your award.
          

        
	
          
             
          

        	

        	
          
             
          

          
             
          

        
	

        	

        	
          
            20,000 restricted stock units, with vesting contingent upon
            continued employment (25% on 2nd anniversary of issue date, 25% on
            3rd anniversary, 50% on 4th 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.
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	
          
            Benefits:
          

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

        
	

        	

        	
          
            • Company’s medical/dental plans
          

        
	

        	

        	
          
            • Group life insurance (2x base salary)
          

        
	

        	

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

        
	

        	

        	
          
            • Executive LTD
          

        


    

    
      Zale will pay the employer portion of the medical benefits under COBRA
      until you are eligible for coverage of medical benefits under the Zale
      Plan.
    

    

    

    
    	
          
            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 May
      27, 2009, 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
      thirty six (36) months salary and average earned bonus, subject to a
      280G Conditional Cap.
    

    

    

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

    

    

    
    	
           
        	
          
            Sincerely,
          

        
	

        	
           
        
	

        	
          
            /s/ Neal Goldberg
          

        
	

        	
          
            Neal Goldberg
          

        
	

        	
          
            Chief Executive Officer
          

        


    

    

    

    
    	
          
            Accepted:
          

        
	

        	

        	
           
        
	
          
            /s/ Matthew Appel
          

        	

        
	
          
            Matthew Appel
          

        	

        
	

        	
           
        
	
          
            Dated:
          

        	
          
            May 25, 2009