THIS PARAGRAPH 8 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 HIRING AND
SOLICITATION 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.
THE PARTIES FURTHER AGREE THAT ANY
INVALIDITY AND UNENFORCEABILITY OF ANY ONE OR MORE OF SUCH RESTRICTIONS ON
HIRING AND SOLICITATION SHALL NOT RENDER INVALID OR UNENFORCEABLE ANY REMAINING
RESTRICTIONS ON HIRING AND SOLICITATION.
ADDITIONALLY, SHOULD AN ARBITRATOR
AND/OR COURT OF COMPETENT JURISDICTION DETERMINE THAT THE SCOPE OF ANY PROVISION
OF THIS PARAGRAPH 8 IS TOO BROAD TO BE ENFORCED AS WRITTEN, THE PARTIES INTEND
THAT THE ARBITRATOR AND/OR COURT REFORM THE PROVISION TO SUCH NARROWER SCOPE AS
IT DETERMINES TO BE REASONABLE AND ENFORCEABLE.
9.
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, 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
CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT
5
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.
10.
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