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/OR SUCCESSORS, INCLUDING, WITHOUT LIMITATION,
FINLAY FINE JEWELRY CORPORATION AND FINLAY ENTERPRISES, INC. (COLLECTIVELY,
"SUCCESSORS") AND REGULARLY USED IN THE OPERATION OF ITS BUSINESS, AND AS TO
WHICH ZALE, ITS SUBSIDIARIES AND/OR AFFILIATES TAKE PRECAUTIONS
4
TO PREVENT DISSEMINATION TO PERSONS OTHER THAN CERTAIN DIRECTORS, OFFICERS AND
EMPLOYEES.
EXECUTIVE 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 AND/OR SUCCESSORS 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 AND/OR SUCCESSORS, THE DISCLOSURE OF WHICH
COULD CAUSE SUBSTANTIAL INJURY AND LOSS OF PROFITS AND GOODWILL TO ZALE OR ITS
SUBSIDIARIES AND/OR AFFILIATES AND/OR SUCCESSORS.
(A)
EXECUTIVE 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 EXECUTIVE.
ALL FILES, RECORDS, DOCUMENTS,
INFORMATION, DATA, AND SIMILAR ITEMS RELATING TO THE BUSINESS OF ZALE AND/OR ITS
SUCCESSORS, WHETHER PREPARED BY EXECUTIVE OR OTHERWISE COMING INTO HIS
POSSESSION, WILL REMAIN THE EXCLUSIVE PROPERTY OF ZALE AND/OR ITS SUCCESSORS, AS
APPLICABLE, AND IN ANY EVENT MUST BE PROMPTLY DELIVERED TO ZALE UPON EXECUTION
OF THIS AGREEMENT.
(B)
EXECUTIVE AGREES THAT UPON HIS RECEIPT OF
ANY FORMAL OR INFORMAL REQUEST, REQUIREMENT, SUBPOENA, PROCESS, OR OTHER ACTION
SEEKING EXECUTIVE'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, EXECUTIVE 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, EXECUTIVE IRREVOCABLY NOMINATES
AND APPOINTS ZALE (INCLUDING ANY ATTORNEY RETAINED BY ZALE) AS HIS TRUE AND
LAWFUL ATTORNEY-IN-FACT TO ACT IN EXECUTIVE'S NAME, PLACE AND STEAD TO PERFORM
ANY ACT THAT EXECUTIVE MIGHT 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.
THE COMPANY AND EXECUTIVE EXPRESSLY AGREE THAT TRADE SECRETS AND
CONFIDENTIAL AND PROPRIETARY INFORMATION WERE PROVIDED TO EXECUTIVE DURING HIS
EMPLOYMENT WITH ZALE.
AS A MATERIAL INDUCEMENT FOR THE COMPANY TO PROVIDE SUCH
TRADE SECRETS AND CONFIDENTIAL AND PROPRIETARY INFORMATION TO EXECUTIVE,
EXECUTIVE PREVIOUSLY AGREED IN HIS EMPLOYMENT AGREEMENT DATED MAY 21, 2004
("EMPLOYMENT AGREEMENT") AND, FOR INDEPENDENT CONSIDERATION, NOW ACKNOWLEDGES
AND AGREES THAT FOR A PERIOD OF