Exhibit 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement"), dated
December 22, 2008, is by and between ZALE CORPORATION, a Delaware corporation
(the "Company"), and NEAL GOLDBERG ("Executive").
WHEREAS Executive and the Company are parties to that certain executed
Employment Agreement (the "Prior Agreement") dated as of December 20, 2007 (the
"Effective Date"), whereby the Company agreed to employ Executive and Executive
agreed to accept such employment upon the terms and conditions set forth
therein; and
WHEREAS in order to address the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the "Code"), and to incorporate other changes
into the Prior Agreement, Executive and the Company wish to amend and restate
the Prior Agreement in its entirety as set forth in this Agreement, effective as
of the date first above written.
NOW, THEREFORE, in consideration of the foregoing recital and of the mutual
covenants set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1.
EMPLOYMENT; TERM.
(A)
EXECUTIVE AGREES TO CONTINUE IN THE EMPLOYMENT OF
THE COMPANY, AND THE COMPANY AGREES TO CONTINUE SUCH EMPLOYMENT, ON THE TERMS
AND CONDITIONS SET FORTH IN THIS AGREEMENT.
THE TERM OF EXECUTIVE'S EMPLOYMENT
UNDER THE PRIOR AGREEMENT COMMENCED ON THE EFFECTIVE DATE AND, SUBJECT TO ITS
EARLIER TERMINATION AS PROVIDED IN SECTION 4, WILL CONTINUE THROUGH DECEMBER 19,
2010 (THE "INITIAL TERM"), PROVIDED THAT ON EACH ANNIVERSARY OF THE EFFECTIVE
DATE, THE TERM OF EXECUTIVE'S EMPLOYMENT SHALL AUTOMATICALLY BE EXTENDED FOR AN
ADDITIONAL ONE-YEAR PERIOD (COLLECTIVELY WITH THE INITIAL TERM, THE "TERM")
UNLESS AT LEAST NINETY (90) DAYS PRIOR TO THE ANNIVERSARY DATE OF THE EFFECTIVE
DATE EITHER PARTY PROVIDES WRITTEN NOTICE OF TERMINATION TO THE OTHER PARTY.
2.
POSITION; DUTIES.
DURING THE TERM, EXECUTIVE WILL SERVE AS CHIEF EXECUTIVE
OFFICER OF THE COMPANY AND HIS DUTIES WILL BE THOSE DESIGNATED FROM TIME TO TIME
BY THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD").
IN ADDITION, THE BOARD
SHALL USE ITS REASONABLE BEST EFFORTS TO NOMINATE EXECUTIVE FOR ELECTION AS A
DIRECTOR OF THE COMPANY EACH YEAR DURING THE TERM.
EXECUTIVE AGREES DURING THE
TERM TO DEVOTE HIS FULL TIME, EFFORTS, SKILLS AND ABILITIES TO THE PERFORMANCE
OF HIS DUTIES AS DESCRIBED HEREIN AND TO THE FURTHERANCE OF THE COMPANY'S
BUSINESS.
AS CONSIDERATION FOR THIS AGREEMENT AND SPECIFICALLY IN CONSIDERATION
FOR THE PROMISES DESCRIBED IN SECTION 9, THE COMPANY PROMISES TO PROVIDE
EXECUTIVE WITH CONFIDENTIAL AND PROPRIETARY INFORMATION AND TRADE SECRETS, THE
RECEIPT AND SUFFICIENCY OF WHICH EXECUTIVE ACKNOWLEDGES, INCLUDING, WITHOUT
LIMITATION, TRADE SECRETS (AS DEFINED BELOW) BELONGING TO THE COMPANY FOR USE IN
THE PERFORMANCE OF EXECUTIVE'S DUTIES FOR THE COMPANY.
EXECUTIVE WILL REPORT
DIRECTLY TO THE BOARD.
AT THE REQUEST OF THE BOARD, EXECUTIVE FURTHER AGREES TO
SERVE, WITHOUT ADDITIONAL COMPENSATION, AS AN OFFICER, DIRECTOR OR BOTH OF ANY
SUBSIDIARY, DIVISION OR AFFILIATE OF THE
COMPANY OR ANY OTHER ENTITY IN WHICH THE COMPANY HOLDS