Exhibit 10.2
EMPLOYMENT SECURITY AGREEMENT
This Employment Security Agreement (the "Agreement"), dated as of June
,
2009, is between Zale Corporation ("Company") and the undersigned Executive Vice
President of Company ("Executive").
WHEREAS, in order to achieve its long term objectives, Company recognizes that
it is essential to attract and retain qualified executives; and
WHEREAS, in consideration of Executive's valuable service for, and critical
contribution to the success of, Company, Company desires to provide Executive
with certain benefits in the event Executive's employment is terminated, either
in connection with or unrelated to a Change of Control of Company, on the terms
and subject to the conditions set forth in this Agreement.
Capitalized terms
that are used in this Agreement but not defined in connection with their use are
defined in Article V.
NOW, THEREFORE, in consideration of the promises and of the mutual covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:
ARTICLE I
TERMINATION BENEFITS
1.1
GENERAL TERMINATION BENEFITS.
IF EXECUTIVE INCURS A QUALIFYING
TERMINATION OTHER THAN DURING A PROTECTION PERIOD, HE OR SHE WILL RECEIVE THE
FOLLOWING TERMINATION BENEFITS:
(A)
SEVERANCE PAY.
SUBJECT TO SECTIONS 1.7 AND 2.1(A), EXECUTIVE WILL
RECEIVE SEVERANCE PAY, WHICH SHALL BE PAID IN EQUAL INSTALLMENTS, IN ACCORDANCE
WITH COMPANY'S REGULAR PAYROLL PRACTICES AND PROCEDURES, OVER A SIX (6) MONTH
PERIOD THAT COMMENCES ON THE FIRST ORDINARY PAYROLL PAYMENT DATE THAT FOLLOWS
THE DATE THAT IS SIXTY (60) DAYS AFTER THE DATE ON WHICH THE QUALIFYING
TERMINATION IS INCURRED; PROVIDED THAT ALL UNPAID PORTIONS OF SUCH SEVERANCE PAY
SHALL BE DISTRIBUTED TO EXECUTIVE IN A LUMP-SUM ON THE PAYROLL DATE IMMEDIATELY
PRECEDING MARCH 15 OF THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH
EXECUTIVE INCURS SUCH QUALIFYING TERMINATION.
IN THE EVENT THAT, AFTER SUCH
QUALIFYING TERMINATION IS INCURRED AND SEVERANCE PAY UNDER THIS SECTION 1.1(A)
HAS COMMENCED, IT IS DETERMINED THAT SUCH QUALIFYING TERMINATION WAS INCURRED
DURING A PROTECTION PERIOD (INCLUDING AS A RESULT OF THE OCCURRENCE OF A CHANGE
OF CONTROL WITHIN SIX MONTHS AFTER SUCH QUALIFYING TERMINATION), THEN EXECUTIVE
SHALL CEASE TO RECEIVE SEVERANCE PAY UNDER THIS SECTION 1.1(A) AND SHALL BE
ENTITLED TO ADDITIONAL SEVERANCE PAY IN ACCORDANCE WITH SECTION 1.2(A).
(B)
ACCRUED OBLIGATIONS.
EXECUTIVE WILL BE ENTITLED TO (I) PAYMENT OF
ANY EARNED AND UNPAID BASE COMPENSATION AS OF TERMINATION OF EMPLOYMENT;
(II) PAYMENT OF ANY EARNED BUT UNUSED VACATION AS OF THE TERMINATION OF
EMPLOYMENT, TO THE EXTENT SUCH VACATION PAY IS PROVIDED UNDER THE VACATION PLAN
OR POLICY SPONSORED BY COMPANY THAT IS APPLICABLE TO EXECUTIVE; AND (III) ANY
OTHER EARNED AND UNPAID OBLIGATIONS AS OF THE TERMINATION OF EMPLOYMENT,
INCLUDING BUT NOT LIMITED TO ANY BONUS TO WHICH EXECUTIVE MAY HAVE BECOME
ENTITLED BUT WHICH HAS NOT YET BEEN PAID AS OF TERMINATION OF EMPLOYMENT UNDER
THE BONUS PLAN OR POLICY SPONSORED BY COMPANY THAT IS APPLICABLE TO EXECUTIVE
(THE "ACCRUED OBLIGATIONS").
ACCRUED OBLIGATIONS
DESCRIBED IN CLAUSES (I) AND (II) ABOVE WILL