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.
20.
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.
21.
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
8
LIMITATION, THE TERMS AND PROVISIONS OF PARAGRAPHS 2, 3, 4, 5, 6, 8, 9, 10, 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 Flower Mound, Texas on this 21day of February, 2007.
Date: 2/21/07
/s/ Frank C. Mroczka
FRANK C. MROCZKA
EXECUTED in Irving, Texas on this 21st day of February, 2007.
ZALE CORPORATION
Date: 2/21/07
By:
/s/ Mary Ann Doran
Its:
SVP, Human Resources
EXECUTED in Irving, Texas on this
21st day of February, 2007.
ZALE DELAWARE, INC.
Date: 2/21/07
By:
/s/ Mary Ann Doran
Its:
SVP, Human Resources
9