61.001 ET SEQ., AS AMENDED,
AND/OR THE TEXAS WORKER'S COMPENSATION
CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT
1
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