Agreement Limiting Sale of Stock - Zale Corp. and Sue E. Gove
AGREEMENT LIMITING SALE OF STOCK
This Agreement dated as of March 27, 2001 is by and between Zale Corporation, a
Delaware corporation ("Company"), and Sue E. Gove ("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,
2001.
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
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3. the date of termination of Employee's employment with Company,
for any reason, in which event the Company shall deduct the
Loan 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.
ZALE CORPORATION
/s/ ROBERT J. DINICOLA
---------------------------------
By: Robert J. DiNicola
Title: Chairman & Chief Executive Officer
EMPLOYEE
/s/ SUE E. GOVE
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Sue E. Gove