Exhibit
10.1


SETTLEMENT AND RELEASE AGREEMENT


This Settlement and Release Agreement (“Agreement”)
is made and entered into by and among Mark R. Lenz (“Employee”)
on the one hand, and Zale Corporation and
Zale Delaware, Inc. (collectively, “Zale”
or the “Company”) on the other, hereinafter collectively referred to as
the “Parties.”


RECITALS


WHEREAS, Employee
had been employed by Zale as Group Senior Vice President and Chief Financial
Officer (“CFO”); and


WHEREAS, the Parties desire to settle fully and finally,
in the manner set forth herein, all differences between them which have arisen,
or which may arise, prior to, or at the time of, the execution of this
Agreement, including, but in no way limited to, any and all claims and
controversies arising out of the employment relationship between Employee and
Zale, and the cessation of Employee’s employment with Zale, effective July 31, 2006 (the “Separation Date”).


NOW, THEREFORE, in consideration of the Recitals and
the mutual promises, covenants, and agreements set forth herein, the Parties
covenant and agree as follows:


1.                                       Employee,
for himself and on behalf of his attorneys, heirs, assigns, successors,
executors, and administrators, hereby GENERALLY RELEASES, ACQUITS, AND
DISCHARGES Zale Corporation, Zale Delaware, Inc. and their respective current
and former parent, subsidiary, affiliated, and related corporations, firms,
associations, partnerships, and entities (collectively, all of the Zale
entities are referred to as the “Company Parties”), their successors and
assigns, and the current and former owners, shareholders, directors, officers,
employees, agents, attorneys, representatives, and insurers of said
corporations, firms, associations, partnerships, and entities, and their
guardians, successors, assigns, heirs, executors, and administrators
(hereinafter collectively referred to as the “Releasees”) from and
against any and all claims, complaints, grievances, liabilities, obligations,
promises, agreements, damages, causes of action, rights, debts, demands, controversies,
costs, losses, and expenses (including attorneys’ fees and expenses)
whatsoever, under any municipal, local, state, or federal law, common or
statutory — including, but in no way limited to, claims arising under the
Employment Agreement (as defined below), the
Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621, et seq., as amended, Title VII of the Civil
Rights Act of 1964, 42 U.S.C. § 2000e, et seq., as
amended (including the Civil Rights Act of 1991), the Americans with Disabilities
Act of 1990, 42 U.S.C. §§ 12101, et seq., as
amended, the Employee Retirement Income Security Act of 1974, (ERISA), 29
U.S.C. §§ 1001 et seq., as amended, the Family
and Medical Leave Act (“FMLA”), 29 U.S.C. §§ 2601 et seq., as amended, the Labor Management Relations Act, 29
U.S.C. §§ 141 et seq., as amended, the
Occupational Safety and Health Act (“OSHA”), 29 U.S.C. §§ 651 et seq., as amended, the Racketeer Influenced and Corrupt
Organizations Act (RICO), 18 U.S.C. §§ 1961 et seq., as
amended, the Sarbanes Oxley Act of 2002, the Sabine Pilot Doctrine, the
American Jobs Creation Act of 2004, the Texas Workforce Commission Act (“TWCA”),
Texas Labor Code §§ 21.001 et seq., as
amended, the Texas Pay Day Law, Texas Labor Code §§ 61.001 et seq.,
as amended, and/or the Texas Worker’s Compensation


CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT



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Discrimination Law, Texas Labor
Code §§ 451.001 et seq., as amended, or any other
claims, including claims in equity — for any actions or omissions whatsoever,
whether known or unknown and whether connected with the employment relationship
between Employee and Zale, and/or the cessation of Employee’s employment with
Zale, or not, which existed or may have existed prior to, or contemporaneously
with, the execution of this Agreement (collectively, the “Released Claim(s)”).  Furthermore, to the extent permitted by law,
Employee forever waives, releases, and covenants not to sue or file or assist
with suing or filing any complaint or claim against any Releasee with any
court, governmental agency or other entity based on a Released Claim, whether
known or unknown at the time of execution. 
Employee also waives any right to recover from any Releasee in a civil
suit brought by any governmental agency or any other individual on his behalf
with respect to any Released Claim.  This
general release covers both claims that Employee knows about and those he may
not know about, except that it does not release any claims or rights that
Employee may have under the Age Discrimination in Employment Act of 1967 (and
any amendments thereto) that arise after the date Employee signs this
Agreement.  Notwithstanding anything to
the contrary, this release shall not include and shall not limit or release
Employee’s rights to indemnification from any Company Party in respect of his
services as a director, officer or employee of a Company Party as provided by
law, any indemnification agreement or similar agreement by and between the
Company and Employee, or the certificates of any Company Party, subject to the
terms and conditions of that certain Undertaking Agreement dated July 12, 2006
by and between the Company and Employee.


2.                                       Employee
acknowledges and agrees that he will keep the negotiations leading to this
Agreement, as well as the terms, amount, and fact of this Agreement STRICTLY
AND COMPLETELY CONFIDENTIAL, and that he will not communicate or otherwise
disclose to any employee of Zale (past, present, or future), or to any member
of the general public, the terms, amounts, copies, or fact of this Agreement,
except as may be required by law or compulsory process; provided, however,
that Employee may make such disclosures to his tax/financial advisors as long
as they agree to keep the information confidential.  If asked about any of such matters, Employee’s
response shall be that he does not care to discuss any of such matters.  In the event of a breach of the
confidentiality provisions set forth in this paragraph of the Agreement by
Employee, Zale may suspend any payments due under this Agreement pending the
outcome of litigation and/or arbitration regarding such claimed breach of this
Agreement by Employee.  The parties agree
that this paragraph is a material inducement to Zale entering into this
Agreement.


3.                                       Employee
expressly acknowledges, agrees, and covenants that he will not make any public
or private statements, comments, or communication in any form, oral, written,
or electronic, which in any way could constitute libel, slander, or
disparagement of Zale or any other Releasee or which may be considered to be
derogatory or detrimental to the good name or business reputation of Zale or
any other Releasee; provided, however, that the terms of this paragraph
shall not apply to communications between Employee and his spouse, clergy, or
attorneys, which are subject to a claim of privilege existing under common law,
statute, or rule of procedure.   Employee specifically agrees not to issue any
public statement concerning his employment at Zale and/or the cessation of such
employment.  The parties agree that this



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provision is a material
inducement to Zale entering into this Agreement.  Additionally, the parties agree that Zale may
enforce this paragraph without posting a bond.


4.                                       Employee
agrees that in addition to the cessation of his employment with Zale, he shall
cease from holding any other positions as a director, officer, and/or employee
with Zale and/or any of the Releasees, effective on the Separation Date.  Employee waives and releases forever any
right and/or rights he may have to seek or obtain employment, reemployment,
and/or reinstatement with Zale and/or its subsidiaries and agrees not to seek
reemployment with any of the same.


5.                                       Subject
to the terms of paragraph 18 contained herein and unless a different time
period is expressly set forth in this paragraph 5, effective ten (10) days
after the complete and proper execution of this Agreement by Employee and in
exchange for the general release set forth in this Agreement and other valuable
consideration received by the Parties, the Parties agree as follows:


(a)                                  For
a period of nine (9) months from February 1, 2007 (the “Severance Period”),
Zale will continue to pay Employee his base salary in effect as of the
Separation Date (“Severance Pay”), which amounts to an aggregate total
of Two Hundred Seven Thousand One Hundred Eighty-Seven Dollars and 50/100 cents
($207,187.50), less deductions required
by law, in consideration for the promises, covenants, agreements, and releases
set forth herein.  The Severance Pay
described in this paragraph will be paid to Employee at Zale’s regular pay
periods during the Severance Period pursuant to the direct deposit arrangement
between Employee and Zale in effect as of the Separation Date.


(b)                                 During the period from July 31, 2006 through
April 30, 2007 (the “Insurance Period”), Zale will continue to
provide Employee his medical and dental insurance benefits and Medical Expense
Reimbursement Plan (“MERP”) benefits, if any, in effect as of the
Separation Date. Any continued medical insurance provided pursuant to this paragraph
5(b) will count in satisfaction of Employee’s right to continue such benefits
pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (“COBRA”).  Employee must
elect to continue his benefits by completing and submitting the COBRA election
forms to the Zale COBRA Administrator.  During
the Insurance Period, Employee will only be required to pay the employee
portion of the cost of such medical and dental benefits and such cost will be
submitted by Employee to the Zale COBRA Administrator.  After the Insurance Period, Employee will
have the right to elect to continue such medical and dental benefits for the
remainder of the COBRA continuation period by paying the full cost of such
coverage to the Zale COBRA Administrator to the extent provided by and pursuant
to the provisions of COBRA.  Employee
will be provided with a notice of the interaction of the extended medical
insurance benefits under this Agreement and his COBRA rights following his
Separation Date.  In the event that
Employee becomes eligible to receive medical and/or MERP benefits from another
employer or source, consultancy or otherwise, during the Insurance Period, he
shall promptly notify



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Zale in writing and Zale’s obligation to provide such benefits under this
Agreement shall cease.


(c)                                  Zale will pay to Employee the value of any
remaining unused vacation time through July 31, 2006, if any, and his
Supplemental Executive Retirement Plan (“SERP”) benefit, to the extent
such benefit was fully vested as of December 31, 2004, pursuant to the terms of
the SERP, less deductions required by law. 
Employee agrees to immediately return to Zale his employee
identification badge, keys, and all Company-owned equipment and documents and will
not maintain copies of the same.


(d)                                 Employee
agrees to reconcile his outstanding expenses and advances with Zale within ten
(10) days of the execution of this Agreement, and to pay Zale any outstanding
balance owed after all agreed offsets are taken; provided however, that
Employee authorizes Zale to make any deductions from his compensation,
including his Severance Pay, that are deemed necessary by Zale to comply with
state or federal laws on withholdings, to compensate Zale for property damaged
or property not returned by Employee, and/or to recover advances paid to
Employee.


(e)                                  Zale
shall provide Employee with three (3) months of outplacement services with an
entity designated by Zale.


(f)                                    If
eligible, Zale will provide the 401K match for the Plan Year August 1, 2005
through July 31, 2006, subject to the terms and conditions of the Zale Savings
& Investment Plan.


(g)                                 Should
Employee die during the Severance Period, all payments due Employee hereunder
during such Severance Period shall be paid to his wife, Patricia E. Lenz; provided that, if Patricia E. Lenz predeceases Employee or
is otherwise not then living, then all such payments shall be made to Employee’s
estate.


6.                                       Employee
acknowledges and agrees that for three (3) years after the Separation Date, he
shall not, on his own behalf or on behalf of any other person, partnership,
association, corporation, or other entity, directly, indirectly or through a
third party solicit or in any manner attempt to influence or induce any
employee of Zale or its subsidiaries or affiliates to leave the employment of
Zale or its subsidiaries or affiliates. 
Employee further acknowledges and agrees that he will not at any time
use or disclose to any person, partnership, association, corporation, or other
entity any Trade Secrets (as defined in paragraph 8 herein) or confidential
information obtained while an employee of Zale, including without limitation
the names, contact information, and addresses of Zale employees.  The Parties agree that the restrictions set
forth in this paragraph are severable and independent agreements separated by
good and valuable consideration given for each and is a material inducement to
Zale entering into this Agreement.


7.                                       Employee
agrees to cooperate fully with Zale, specifically including any attorney or
other consultant retained by Zale, in connection with any pending or future
litigation,



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arbitration, business, or
investigatory matter.  The Parties
acknowledge and agree that such cooperation may include, but shall in no way be
limited to, Employee’s making himself available for interview by Zale, or any
attorney or other consultant retained by Zale, and providing to Zale any
documents in his possession or under his control.  Zale agrees to provide Employee with
reasonable notice of the need for assistance when feasible.  Zale additionally agrees to schedule such
assistance in such a manner as not to interfere with any alternative employment
obtained by Employee when possible.


8.                                       Employee
acknowledges that he has had access to and become familiar with various trade
secrets and proprietary and confidential information of Zale, its subsidiaries
and affiliates, including, but not limited to: identities, responsibilities,
contact information, performance and/or compensation levels of employees, costs
and methods of doing business, systems, processes, computer hardware and
software, compilations of information, third-party IT service providers and
other Company vendors, records, sales reports, sales procedures, financial
information, customer requirements, pricing techniques, customer lists, price
lists, information about past, present, pending and/or planned Company
transactions, and other confidential information (collectively, referred to as “Trade
Secrets”) which are owned by Zale, its subsidiaries and/or affiliates and
regularly used in the operation of its business, and as to which Zale, its
subsidiaries and/or affiliates take precautions to prevent dissemination to
persons other than certain directors, officers and employees.  Employee acknowledges and agrees that the
Trade Secrets (1) are secret and not known in the industry; (2) give the
Company or its subsidiaries and/or affiliates an advantage over competitors who
do not know or use the Trade Secrets; (3) are of such value and nature as to
make it reasonable and necessary to protect and preserve the confidentiality
and secrecy of the Trade Secrets; and (4) are valuable and special and unique
assets of Zale or its subsidiaries and/or affiliates, the disclosure of which
could cause substantial injury and loss of profits and goodwill to Zale or its
subsidiaries and/or affiliates.  


(a)                                  Employee shall not
use in any way or disclose any of the Trade Secrets, directly or indirectly, at
any time in the future, unless the information becomes public knowledge other
than as a result of an unauthorized disclosure by the Employee.  All files, records, documents, information,
data, and similar items relating to the business of Zale, whether prepared by
Employee or otherwise coming into his possession, will remain the exclusive
property of Zale, and in any event must be promptly delivered to Zale upon
execution of this Agreement.


(b)                                 Employee
agrees that upon his receipt of any formal or informal request, requirement,
subpoena, process, or other action seeking Employee’s direct or indirect disclosure
or production of any Trade Secrets to any entity, agency, tribunal, or person,
in connection with a judicial, administrative or other proceeding, then
Employee shall promptly and timely notify Zale, and promptly and timely provide
a description and, if applicable, hand deliver a copy of such request,
requirement, subpoena, process or other action to Zale.  In all such instances, Employee irrevocably
nominates and appoints Zale (including any attorney retained by Zale) as his
true and lawful attorney-in-fact to act in Employee’s name, place and stead to
perform any act that Employee might



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perform to defend and protect against any
disclosure of any Trade Secret.  For
purposes of this paragraph 8, this Agreement shall be considered a Trade
Secret.


9.                                       Employee
acknowledges and agrees that during the Severance Period he shall not, directly
or indirectly, compete with the Company by providing services to any other
person, partnership, association, corporation, or other entity that is in a “Competing
Business.”  As used herein, a “Competing
Business” is any business that engages in the specialty retail sale of jewelry
in the United States, Canada and/or Puerto Rico, and the Employee’s employment
function or affiliation with the Competing Business is directly or indirectly
related to such business of jewelry. The restrictions contained in this paragraph
9 shall be tolled on a day-for-day basis for each day during which the Employee
participates in any activity in violation of such restrictions.  The parties agree that the above restrictions
on competition are completely severable and independent agreements supported by
good and valuable consideration and, as such, shall survive the termination of
this Agreement for whatever reason.  Additionally,
the parties agree that Zale may enforce this paragraph without posting a bond.


10.                                 By
entering into this Agreement, the Parties do not admit, and do specifically
deny, any violation of any contract, local, state, or federal law, common or
statutory.  Neither the execution of this
Agreement nor compliance with its terms, nor the consideration provided for
herein shall constitute or be construed as an admission by either party (or any
party’s agents, representatives, attorneys, or employers) of any fault,
wrongdoing, or liability whatsoever, and the Parties acknowledge that all such
liability is expressly denied.  This
Agreement has been entered into in release and compromise of claims as stated
herein and to avoid the expense and burden of dispute resolution.


11.                                 If
any provision or term of this Agreement is held to be illegal, invalid, or
unenforceable, such provision or term shall be fully severable; this Agreement
shall be construed and enforced as if such illegal, invalid, or unenforceable
provision had never comprised part of this Agreement; and the remaining
provisions of this Agreement shall remain in full force and effect and shall
not be affected by the illegal, invalid, or unenforceable provision or by its
severance from this Agreement. 
Furthermore, in lieu of each such illegal, invalid, or unenforceable
provision or term there shall be added automatically as a part of this
Agreement another provision or term as similar to the illegal, invalid, or
unenforceable provision as may be possible and that is legal, valid, and
enforceable.


12.                                 This
Agreement constitutes the entire Agreement of the Parties and supersedes all
prior and contemporaneous negotiations and agreements, oral or written, with
respect to its subject matter. No representations, oral or written, are being
relied upon by either party in executing this Agreement other than the express
representations of this Agreement.  This
Agreement cannot be changed or terminated without the express written consent
of the Parties.


13.                                 This Agreement shall be exclusively governed by and
construed in accordance with the laws of the State of Texas without regard to
its conflicts of laws provisions, except where preempted by federal law.



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14.                                 The Parties agree that any controversy or claim
(including all claims pursuant to common and statutory law) relating to this
Agreement or arising out of or relating to the subject matter of this Agreement
shall be resolved exclusively through binding arbitration.  Subject to the terms and any exceptions
provided in this Agreement, the parties each waive the right to a jury trial
and waive the right to adjudicate their disputes under this Agreement outside
the arbitration forum provided for in this Agreement.  The arbitration shall be
administered by a single neutral arbitrator specializing in employment law and
admitted to practice law in Texas for a minimum of ten (10) years.  Any such arbitration proceeding shall take
place in Dallas County, Texas and shall be administered by the American
Arbitration Association (“AAA”)-Dallas office in accordance with its
then-current applicable rules and procedures. 
The arbitrator will have the authority to award the same remedies,
damages and costs that a court could award. 
The arbitrator shall issue a reasoned award explaining the decision, the
reasons for the decision and any damages awarded.  The arbitrator’s decision will be final and
binding.  The judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  This provision can be enforced
under the Federal Arbitration Act.


(a)                                  As
the sole exception to the exclusive and binding nature of the arbitration
commitment set forth above, the Employee and the Company agree that the Company
shall have the right to initiate an action in a court of competent jurisdiction
in order to request temporary, preliminary and permanent injunctive or other
equitable relief, including specific performance, to enforce the terms of
paragraphs 2, 3, 5, 6, 7, 8, 9, 10, 11, 14, 16 and 17 of this Agreement without
the necessity of proving inadequacy of legal remedies or irreparable harm or
posting bond.  However, nothing in this
paragraph should be construed to constitute a waiver of the Parties’ rights and
obligations to arbitrate regarding matters other than those specifically addressed
in this paragraph.


(b)                                 Should
a court of competent jurisdiction determine that the scope of the arbitration
and related provisions of this Agreement are too broad to be enforced as
written, the Parties intend that the court reform the provision in question to
such narrower scope as it determines to be reasonable and enforceable.


(c)                                  In
the event of arbitration under the terms of this Agreement, the fees charged by
AAA and/or the individual arbitrator shall be borne equally by the
Parties.  The Parties shall each bear
their own costs and attorneys’ fees incurred in arbitration; provided,
however, that should a Party to this Agreement sue in court or bring an
arbitration action against the other Party to this Agreement for a breach of
any provision of this Agreement or regarding a dispute arising from the subject
matter of this Agreement, the prevailing Party shall be entitled to recover its
attorneys’ fees, court costs, arbitration expenses, and its portion of the fees
charged by AAA and/or the individual arbitrator, as applicable, regardless of
which Party initiated the proceedings.


(d)                                 Zale
may suspend any payments due under this Agreement pending the outcome of
litigation and/or arbitration regarding a breach of any provision of this 



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Agreement or regarding a
dispute arising from the subject matter of this Agreement.


15.                                 One
or more waivers of a breach of any covenant, term, or provision of this
Agreement by any Party shall not be construed as a waiver of a subsequent
breach of the same covenant, term, or provision, nor shall it be considered a
waiver of any other then existing or subsequent breach of a different covenant,
term, or provision.


16.                                 By
executing this Agreement, Employee acknowledges that (a) this Agreement has
been reviewed with him by a representative of Zale; (b) he has had at least
twenty-one (21) days to consider the terms of this Agreement and has
considered its terms for that period of time or has knowingly and voluntarily
waived his right to do so; (c) he has been advised by Zale to consult with an
attorney regarding the terms of this Agreement; (d) he has consulted with, or
has had sufficient opportunity to consult with, an attorney of his own choosing
regarding the terms of this Agreement; (e) any and all questions regarding the
terms of this Agreement have been asked and answered to his complete
satisfaction; (f) he has read this Agreement and fully understands its terms
and their import; (g) except as provided by this Agreement, he has no
contractual right or claim to the benefits described herein; (h) the
consideration provided for herein is good and valuable; and (i) he is entering
into this Agreement voluntarily, of his own free will, and without any
coercion, undue influence, threat, or intimidation of any kind or type whatsoever.


17.                                 By
executing this Agreement, Employee acknowledges that he (i) is not relying upon
any statements, understandings, representations, expectations, or agreements
other than those expressly set forth in this Agreement;  (ii) has made his own investigation of the
facts and is relying solely upon his own knowledge and the advice of his own
legal counsel; and (iii) knowingly waives any claim that this Agreement was
induced by any misrepresentation or nondisclosure and any right to rescind or
avoid this Agreement based upon presently existing facts, known or
unknown.  The Parties stipulate that each
Party is relying upon these representations and warranties in entering into
this Agreement.  These representations
and warranties shall survive the execution of this Agreement.


18.                                 Employee
may revoke this Agreement, in writing, by hand delivered notice to Zale’s
Senior Vice President of Human Resources, Mary Ann Doran, within seven (7) days
of the date of Employee’s execution of this Agreement, and the Agreement shall
not become effective and enforceable until such period has expired (the “Revocation
Period”).  Employee acknowledges and
agrees that he will not receive the benefits provided by this Agreement if he
revokes this Agreement.  Employee also
acknowledges and agrees that if Zale has not received his notice of revocation
of this Agreement prior to the expiration of the Revocation Period, Employee
will have forever waived his right to revoke this Agreement, and this Agreement
shall thereafter be enforceable and have full force and effect.


19.                                 All
terms and provisions of this Agreement, and the drafting of this Agreement,
have been negotiated by the Parties at arm’s length and to mutual agreement,
with consideration by and participation of each, and no party shall be deemed
the scrivener of this Agreement.



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20.                                 Any
term or provision of this Agreement which must survive the termination of this
Agreement in order to be effective shall so survive such termination including,
without limitation, the terms and provisions of paragraphs 2, 3, 4, 6, 7, 8, 9,
11, 12, 13, 14, 15, 16, 17, 18 and 19.


THIS
AGREEMENT CONTAINS A PROVISION REQUIRING THE PARTIES TO RESOLVE ANY DISPUTES BY
ARBITRATION.


EXECUTED in Dallas, Texas on this 6th day of February, 2007


	
  Date: 2/06/07

  	
   

  	
  /s/ Mark R. Lenz

  	
   

  
	
   

  	
   

  	
  MARK R. LENZ

  
	
   

  	
   

  	
   

  



 


EXECUTED in
Irving, Texas on this 7th day of February, 2007


	
  

  	
   

  	
  ZALE CORPORATION 

  
	
   

  	
   

  	
   

  
	
  Date: 2/07/07

  	
  By:

  	
  /s/ Mary Ann Doran

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its: 

  	
  SVP, Human Resources

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
						



 


EXECUTED in
Irving, Texas on this 7th day of February, 2007


	
  

  	
   

  	
  ZALE DELAWARE, INC.

  
	
   

  	
   

  	
   

  
	
  Date: 2/07/07

  	
  By:

  	
  /s/ Mary Ann Doran

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  SVP, Human Resources

  	
   

  
						



 



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