sentence, then (x) Executive
will not be entitled to rely on or assert such event as a basis for a Qualifying
Termination, and (y) if Executive disagrees with Company's determination,
Executive may file a claim pursuant to Article III within thirty (30) days after
Executive's receipt of written notice of Company's determination.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, FOR PURPOSES OF SECTION 1.2, A QUALIFYING TERMINATION SHALL
OCCUR ONLY TO THE EXTENT THAT EXECUTIVE INCURS A "SEPARATION FROM SERVICE" WITH
COMPANY WITHIN THE MEANING OF TREASURY REGULATION SECTION 1.409A-1(H).
(D)
IN THE EVENT THAT EXECUTIVE IS EMPLOYED BY A
SUBSIDIARY OF COMPANY, INCLUDING ZALE DELAWARE, INC., AND NOT COMPANY, FOR
PURPOSES OF THE TERM "QUALIFYING TERMINATION," "COMPANY" WILL INCLUDE SUCH
SUBSIDIARY.
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5.13
"SEVERANCE PAY" MEANS CASH SEVERANCE PAYMENTS IN AN
AMOUNT EQUAL TO THE PRODUCT OF (A) THE SUM OF EXECUTIVE'S BASE COMPENSATION AS
OF TERMINATION OF EMPLOYMENT AND, IN THE CASES OF SECTIONS 1.1 AND 1.2, BONUS
(AS SPECIFIED IN SECTION 5.3), AND (B) THE APPLICABLE SEVERANCE PERIOD SPECIFIED
IN SECTION 5.14 PROVIDED, HOWEVER, THAT IN THE EVENT OF PAYMENT UNDER SECTIONS
1.3 OR 1.4, THE AMOUNT OF ANY PAYMENT RECEIVED BY EXECUTIVE PURSUANT TO ANY
DEATH OR DISABILITY PLAN OR INSURANCE MAINTAINED BY COMPANY ON EXECUTIVE'S
BEHALF SHALL BE DEDUCTED FROM ANY AMOUNTS PAYABLE PURSUANT TO THIS AGREEMENT.
5.14
"SEVERANCE PERIOD" MEANS THE FOLLOWING PERIOD, BASED ON WHETHER
EXECUTIVE'S QUALIFYING TERMINATION IS DURING A PROTECTION PERIOD OR DUE TO
DISABILITY OR DEATH:
QUALIFYING TERMINATION
OTHER THAN DURING A
PROTECTION PERIOD -
SECTION 1.1
QUALIFYING TERMINATION
DURING A PROTECTION
PERIOD - SECTION 1.2
TERMINATION OF
EMPLOYMENT DUE TO
DISABILITY OR DEATH -
SECTIONS 1.3 AND 1.4
[1.5] [2] years
3 years
1 year
5.15
"TERMINATION OF EMPLOYMENT" MEANS THE DATE ON WHICH
EXECUTIVE CEASES TO PERFORM DUTIES FOR COMPANY OR ITS AFFILIATE(S).
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
ZALE CORPORATION
By:
Name:
Title:
EXECUTIVE
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