Sample Business Contracts

Agreement Limiting Sale of Stock - Zale Corp. and Mary Forte

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                        AGREEMENT LIMITING SALE OF STOCK

This Agreement dated as of March 27, 2001 is by and between Zale Corporation, a
Delaware corporation ("Company"), and Mary Forte ("Employee").

         WHEREAS, Company granted Employee 1,817 shares of restricted stock
("Restricted Stock") which vested on February 25, 2001; and

         WHEREAS, Employee is required to pay income tax on the value of the
Restricted Stock on or before March 30, 2001, and, in the absence of the
Agreement, Employee would immediately sell all or a portion of the Restricted
Stock to generate funds to pay the tax; and

         WHEREAS, because of potential but unintended market consequences that
could result from a sale of the Restricted Stock by Employee and others
similarly situated, the Company has asked Employee not to immediately sell the
Restricted Stock and, subject to the provisions of the Agreement, Employee is
willing to agree not to sell the Restricted Stock immediately; and

         NOW THEREFORE, in consideration of the mutual covenants and promises
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

A.       To induce Employee not to immediately sell the Restricted Stock, the
         Company shall pay to Employee an amount equal to $16,684.62, ("the
         Loan") on or before March 30, 2001, to allow Employee to pay the income
         tax payment due from Employee on or about such date.

B.       Employee agrees not to sell the Restricted Stock prior to April 20,

C.       Employee shall repay the Loan to the Company on the earlier to occur of
         the following dates:

         1.       the date Employee sells the Restricted Stock, in which event
                  the Company shall deduct the Loan amount from the proceeds of
                  such sale; or

         2.       the first date the Company pays Employee a bonus under the
                  Company's Executive Bonus Program, in which event the Company
                  shall deduct the Loan amount from that bonus payment; or

         3.       the date of termination of Employee's employment with Company,
                  for any reason, in which event the Company shall deduct the

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                  amount from any severance or other payments due Employee from
                  Company at the time; or

         4.       September 30, 2002.

         If, under any of the circumstances described in 1, 2 or 3 above, the
amount due to Employee is insufficient to cover the Loan amount, the Employee
shall pay to the Company the difference between the deducted amount and the Loan
within 30 days of the event.

D.       By executing this Agreement, Employee acknowledges Company's right to
         deduct the Loan amount from any amounts owed to Employee as set forth
         above without further notice or authorization. Employee further
         authorizes Company to deduct any amount not paid when due hereunder
         from any amount owing by the Company to Employee.

E.       This Agreement shall be construed in accordance with the laws of the
         State of Texas and may be executed in multiple counterparts each of
         which shall constitute an original but all of which together shall
         constitute the same agreement.

         IN WITNESS WHEREOF, the undersigned have duly executed the Agreement or
caused this Agreement to be duly executed by their duly authorized
representatives as of the day and year set forth above.

So agreed.


By:     Robert J. DiNicola
Title:  Chairman & Chief Executive Officer


Mary Forte