Exhibit 10.2
FORM OF
[AMENDED AND RESTATED]
EMPLOYMENT SECURITY AGREEMENT(1)
This [Amended and Restated] Employment Security Agreement (the "Agreement"),
dated as of December 22, 2008, 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 AN [EIGHTEEN (18)] [TWENTY-FOUR (24)] 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
(1) Bracketed language indicates variations among agreements.
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