STATEMENTS, UNDERSTANDINGS,
REPRESENTATIONS, EXPECTATIONS, OR AGREEMENTS OTHER THAN THOSE EXPRESSLY SET
FORTH IN THIS AGREEMENT;
(II) HAS MADE HIS OWN INVESTIGATION OF THE FACTS AND
IS RELYING SOLELY UPON HIS OWN KNOWLEDGE AND THE ADVICE OF HIS OWN LEGAL
COUNSEL; AND (III) KNOWINGLY WAIVES ANY CLAIM THAT THIS AGREEMENT WAS INDUCED BY
ANY MISREPRESENTATION OR NONDISCLOSURE AND ANY RIGHT TO RESCIND OR AVOID THIS
AGREEMENT BASED UPON PRESENTLY EXISTING FACTS, KNOWN OR UNKNOWN.
THE PARTIES
STIPULATE THAT EACH PARTY IS RELYING UPON THESE REPRESENTATIONS AND WARRANTIES
IN ENTERING INTO THIS AGREEMENT.
THESE REPRESENTATIONS AND WARRANTIES SHALL
SURVIVE THE EXECUTION OF THIS AGREEMENT.
18.
EMPLOYEE MAY REVOKE THIS AGREEMENT, IN
WRITING, BY HAND DELIVERED NOTICE TO ZALE'S SENIOR VICE PRESIDENT OF HUMAN
RESOURCES, MARY ANN DORAN, WITHIN SEVEN (7) DAYS OF THE DATE OF EMPLOYEE'S
EXECUTION OF THIS AGREEMENT, AND THE AGREEMENT SHALL NOT BECOME EFFECTIVE AND
ENFORCEABLE UNTIL SUCH PERIOD HAS EXPIRED (THE "REVOCATION PERIOD").
EMPLOYEE
ACKNOWLEDGES AND AGREES THAT HE WILL NOT RECEIVE THE BENEFITS PROVIDED BY THIS
AGREEMENT IF HE REVOKES THIS AGREEMENT.
EMPLOYEE ALSO ACKNOWLEDGES AND AGREES
THAT IF ZALE HAS NOT RECEIVED HIS NOTICE OF REVOCATION OF THIS AGREEMENT PRIOR
TO THE EXPIRATION OF THE REVOCATION PERIOD, EMPLOYEE WILL HAVE FOREVER WAIVED
HIS RIGHT TO REVOKE THIS AGREEMENT, AND THIS AGREEMENT SHALL THEREAFTER BE
ENFORCEABLE AND HAVE FULL FORCE AND EFFECT.
19.
ALL TERMS AND PROVISIONS OF THIS AGREEMENT,
AND THE DRAFTING OF THIS AGREEMENT, HAVE BEEN NEGOTIATED BY THE PARTIES AT ARM'S
LENGTH AND TO MUTUAL AGREEMENT, WITH CONSIDERATION BY AND PARTICIPATION OF EACH,
AND NO PARTY SHALL BE DEEMED THE SCRIVENER OF THIS AGREEMENT.
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20.
ANY TERM OR PROVISION OF THIS AGREEMENT
WHICH MUST SURVIVE THE TERMINATION OF THIS AGREEMENT IN ORDER TO BE EFFECTIVE
SHALL SO SURVIVE SUCH TERMINATION INCLUDING, WITHOUT LIMITATION, THE TERMS AND
PROVISIONS OF PARAGRAPHS 2, 3, 4, 6, 7, 8, 9, 11, 12, 13, 14, 15, 16, 17, 18 AND
19.
THIS AGREEMENT CONTAINS A PROVISION REQUIRING THE PARTIES TO RESOLVE ANY
DISPUTES BY ARBITRATION.
EXECUTED in Dallas, Texas on this 6th day of February, 2007
Date: 2/06/07
/s/ Mark R. Lenz
MARK R. LENZ
EXECUTED in Irving, Texas on this 7th day of February, 2007
ZALE CORPORATION
Date: 2/07/07
By:
/s/ Mary Ann Doran
Its:
SVP, Human Resources
EXECUTED in Irving, Texas on this 7th day of February, 2007
ZALE DELAWARE, INC.
Date: 2/07/07
By:
/s/ Mary Ann Doran
Its:
SVP, Human Resources
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