Zale Corp Sample Contracts

Zale Corp – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZALE CORPORATION (May 30th, 2014)

SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle. The name of its registered agent for service of process in the State of Delaware at such address is Corporation Service Company.

Zale Corp – BY-LAWS OF ZALE CORPORATION (a Delaware corporation) (May 30th, 2014)
Zale Corp – Egan-Jones, A Leading Proxy Advisory Firm, Joins Institutional Shareholder Services (“ISS”) In Recommending Zale Corporation Stockholders Vote “FOR” Proposed Transaction With Signet Jewelers Zale Urges Stockholders to Vote “FOR” the Signet Transaction that Provides Zale Stockholders with Compelling Value (May 27th, 2014)

DALLAS – May 27, 2014 – Zale Corporation (“Zale” or the “Company”) (NYSE: ZLC) today announced that a second leading independent proxy advisory firm, Egan-Jones Proxy Services (“Egan-Jones”), has recommended that Zale stockholders vote “FOR” the proposed transaction with Signet Jewelers Limited (“Signet”) at Zale’s special meeting of stockholders scheduled for May 29, 2014.

Zale Corp – LEADING PROXY ADVISORY FIRM ISS RECOMMENDS ZALE CORPORATION STOCKHOLDERS VOTE “FOR” PROPOSED TRANSACTION WITH SIGNET JEWELERS Zale Urges Stockholders to Vote FOR the Signet Transaction that Provides Zale Stockholders with Compelling Value (May 22nd, 2014)

DALLAS, Texas – May 22, 2014 – Zale Corporation (“Zale” or the “Company”) (NYSE: ZLC) today announced that Institutional Shareholder Services (“ISS”), a leading independent proxy voting and corporate governance advisory firm, recommends that Zale stockholders vote “FOR” the proposed transaction with Signet Jewelers Limited (“Signet”) at Zale’s special meeting of stockholders scheduled for May 29, 2014.

Zale Corp – Zale Corporation Reports Third Quarter Fiscal 2014 Results (May 20th, 2014)

Comparable store sales up 1.9 percent at constant exchange rates; up 0.6 percent on a U.S. dollar reported basis Operating margin up 100 basis points; up 240 basis points when excluding $5.9 million of transaction costs relating to the proposed merger May month-to-date performance reflects negative comparable store sales of 2.2 percent at constant exchange rates and expected gross margin rate consistent with third quarter fiscal 2014 results Special meeting of stockholders set for May 29 to vote on proposed acquisition by Signet Jewelers

Zale Corp – Update on Merger with Signet Jewelers On February 19, 2014 we announced that we had entered into a definitive merger agreement with Signet Jewelers. I am pleased to inform you that we have achieved an important milestone toward the closing of the transaction – expiration of the waiting period under applicable antitrust laws. Satisfaction of this closing condition was announced in a press release distributed this morning. The press release is available at: http://www.zalecorp.com. While the expiration of the waiting period satisfies one of the conditions to closing, the transaction remains subj (April 7th, 2014)
Zale Corp – THE EXECUTIVE SEVERANCE PLAN FOR ZALE CORPORATION AND ITS AFFILIATES As Amended and Restated Effective September 25, 2013 (March 7th, 2014)
Zale Corp – FIRST AMENDMENT TO PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT (March 7th, 2014)

This First Amendment to the Private Label Credit Card Program Agreement (“Amendment”) is entered into as of the 14th day of November, 2013 (“Effective Date”) by and between Zale Delaware, Inc. (“Zale Delaware”), a Delaware corporation with its principal office at 901 W. Walnut Hill Lane, Irving, TX 75038-1003, Zale Puerto Rico, Inc. (“Zale PR” and together with Zale Delaware, “Zale”), a Puerto Rico corporation with its principal office at 901 W. Walnut Hill Lane, Irving, TX 74038-1003, and Comenity Capital Bank (“Bank”), with its principal office at 2795 E. Cottonwood Parkway, Suite 100, Salt Lake City, Utah 84121.

Zale Corp – VOTING AND SUPPORT AGREEMENT (February 19th, 2014)

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) dated as of February 19, 2014, is entered into among Signet Jewelers Limited, a Bermuda corporation (“Parent”), Zale Corporation, a Delaware corporation (the “Company”), and Z Investment Holdings, LLC, a Delaware limited liability company and the warrantholder of the Company (the “Securityholder”).

Zale Corp – AGREEMENT AND PLAN OF MERGER Dated as of February 19, 2014 among SIGNET JEWELERS LIMITED, CARAT MERGER SUB, INC. and ZALE CORPORATION (February 19th, 2014)

This AGREEMENT AND PLAN OF MERGER, dated as of February 19, 2014 (this “Agreement”), is among Signet Jewelers Limited, a Bermuda corporation (“Parent”), Carat Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Zale Corporation, a Delaware corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.

Zale Corp – SIGNET JEWELERS LIMITED AND ZALE CORPORATION ANNOUNCE DEFINITIVE AGREEMENT FOR SIGNET TO ACQUIRE ZALE CORPORATION Transaction brings together two of today’s leading jewelry retailers with six of the most recognizable brands across three countries Combined sales of $6.2 billion and enhanced operating capabilities expected to generate approximately $100 million in annual synergies within three fiscal years Customers to benefit from expanded offering of innovative products and services across omni-channel presence, providing convenience and choice Strong combined financial profile expected to ach (February 19th, 2014)

HAMILTON, Bermuda, and DALLAS, Texas, February 19, 2014 – Signet Jewelers Limited (“Signet”, NYSE and LSE: SIG), the largest specialty retail jeweler in the US and the UK, and Zale Corporation (“Zale”, NYSE: ZLC), a leading specialty retailer of fine jewelry in North America, today announced that they have entered into a definitive agreement for Signet to acquire all of the issued and outstanding stock of Zale for $21.00 per share in cash consideration.

Zale Corp – · This morning, the Board of Directors of Zale Corporation and the Board of Directors of Signet Jewelers announced that they have entered into a definitive merger agreement. · The transaction is subject to customary closing conditions including the approval of our shareholders and certain regulatory approvals. The transaction is expected to close before the end of 2014. · This combination builds upon the complementary strengths of Signet and Zale. We expect this combination to expand opportunities for all our brands’ team members. · Over the past four years, we have been on a journey together (February 19th, 2014)
Zale Corp – PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT AMONG ZALE DELAWARE, INC., ZALE PUERTO RICO, INC. AND COMENITY CAPITAL BANK DATED AS OF JULY 9, 2013 (September 27th, 2013)

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT (together with any schedules, exhibits, addenda, and future amendments and supplements hereto, the “Agreement”) is made as of the 9th day July, 2013, (the “Effective Date”) by and among ZALE DELAWARE, INC., a Delaware corporation (“Zale Delaware”), with its principal office at 901 W. Walnut Hill Lane, Irving, TX 75038-1003, ZALE PUERTO RICO, INC., a Puerto Rico corporation (“Zale PR” and together with Zale Delaware, “Zale”), with its principal office at 901 W. Walnut Hill Lane, Irving, TX 75038-1003, and COMENITY CAPITAL BANK, with its principal office at 2795 E. Cottonwood Parkway, Suite 100, Salt Lake City, Utah 84121 (hereinafter referred to as “Bank”).

Zale Corp – ZALE CORPORATION 2011 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED STOCK PLAN AGREEMENT (May 22nd, 2013)

Grant Zale Corporation (the “Company”) has granted to the Participant named above, as of the Issue Date, the above number of shares of the Company’s common stock, par value $.01 per share (the “Restricted Stock”), subject to the terms and conditions set forth in this Plan Agreement and in the Zale Corporation 2011 Omnibus Incentive Compensation Plan (the “Plan”).

Zale Corp – AMENDED AND RESTATED INTERCREDITOR AGREEMENT (October 3rd, 2012)

THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of July 24, 2012 between BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as administrative agent and collateral agent (together with its respective successors and assigns in such capacities, the “ABL Agent”) for (i) the financial institutions party from time to time to the A&R ABL Credit Agreement (defined below) (such financial institutions, together with their respective successors, assigns and transferees, the “ABL Lenders”) and (ii) any ABL Bank Product Affiliates and ABL Cash Management Affiliates (each as defined below) (such ABL Bank Product Affiliates and ABL Cash Management Affiliates, together with the ABL Agent and the ABL Lenders, the “ABL Secured Parties”) and Z INVESTMENT HOLDINGS, LLC in its capacity as administrative agent (together with its successors and assigns in su

Zale Corp – ZALE CORPORATION 2011 OMNIBUS INCENTIVE COMPENSATION PLAN PERFORMANCE-BASED RESTRICTED STOCK UNITS PLAN AGREEMENT (October 3rd, 2012)

Grant Zale Corporation (the “Company”), on behalf of Zale Delaware, Inc. (“Zale Delaware”), its wholly-owned subsidiary, has granted to the Participant named above, as of the Issue Date, the above number of Restricted Stock Units, subject to the terms and conditions set forth in this Plan Agreement and in the Zale Corporation 2011 Omnibus Incentive Compensation Plan (the “Plan”).

Zale Corp – ZALE CORPORATION 2011 OMNIBUS INCENTIVE COMPENSATION PLAN STOCK OPTION PLAN AGREEMENT (October 3rd, 2012)

Grant Zale Corporation (the “Company”), on behalf of Zale Delaware, Inc., its wholly-owned subsidiary, hereby grants to the Participant named above, as of the grant date above, the above number of Incentive Stock Options to purchase common stock of the Company (“Company Stock”) at the above Option Exercise Price per share subject to the terms and conditions set forth in this Plan Agreement and in the Zale Corporation 2011 Omnibus Incentive Compensation Plan (the “Plan”).

Zale Corp – ZALE CORPORATION 2011 OMNIBUS INCENTIVE COMPENSATION PLAN TIME-VESTING RESTRICTED STOCK UNITS PLAN AGREEMENT (October 3rd, 2012)

Grant Zale Corporation (the “Company”), on behalf of Zale Delaware, Inc. (“Zale Delaware”), its wholly-owned subsidiary, has granted to the Participant named above, as of the Issue Date, the above number of Restricted Stock Units, subject to the terms and conditions set forth in this Plan Agreement and in the Zale Corporation 2011 Omnibus Incentive Compensation Plan (the “Plan”).

Zale Corp – AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 24, 2012, among ZALE DELAWARE, INC., ZALE CORPORATION, ZGCO, LLC, TXDC, L.P., and ZALE PUERTO RICO, INC., as Borrowers, The FACILITY GUARANTORS Named Herein, The LENDERS Party Hereto, and Z INVESTMENT HOLDINGS, LLC as Administrative Agent (July 27th, 2012)

ZALE DELAWARE, INC., a corporation organized under the laws of the State of Delaware having a place of business at 901 W. Walnut Hill Lane, Irving, Texas 75038-1003 (“Zale Delaware”); and

Zale Corp – SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 24, 2012 among ZALE DELAWARE, INC., ZALE CORPORATION, ZGCO, LLC., TXDC, L.P., ZALE PUERTO RICO, INC. as Borrowers The FACILITY GUARANTORS named herein The LENDERS Party Hereto, BANK OF AMERICA, N.A. as Administrative Agent and Collateral Agent, BANK OF AMERICA, N.A. WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Borrowing Base Agents WELLS FARGO CAPITAL FINANCE, LLC JPMORGAN CHASE BANK, N.A. as Co- Syndication Agents CIT FINANCE LLC RBS BUSINESS CAPITAL, A DIVISION OF RBS ASSET FINANCE, INC., a subsidiary of RBS CITIZENS, N.A. PNC BANK (July 27th, 2012)

ZALE DELAWARE, INC., a corporation organized under the laws of the State of Delaware having a place of business at 901 W. Walnut Hill Lane, Irving, Texas 75038-1003 (“Zale Delaware”); and

Zale Corp – AMENDED AND RESTATED EMPLOYMENT SECURITY AGREEMENT (September 20th, 2011)

This Amended and Restated Employment Security Agreement (the “Agreement”), dated as of September 19, 2011, is between Zale Corporation (“Company”) and the undersigned Chief Executive Officer of Company (“Executive”).

Zale Corp – FORM OF ASSIGNMENT AND ACCEPTANCE (June 8th, 2011)

This Assignment and Acceptance (the “Assignment and Acceptance”) is dated as of the Assignment Effective Date set forth below and is entered into by and between (the “Assignor”) and (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Acceptance as if set forth herein in full.

Zale Corp – AMENDED AND RESTATED MERCHANT SERVICES AGREEMENT EFFECTIVE AS OF OCTOBER 1, 2010 AMONG CITIBANK (SOUTH DAKOTA), N.A., ZALE DELAWARE, INC., And ZALE PUERTO RICO, INC. (December 8th, 2010)

This AMENDED AND RESTATED MERCHANT SERVICES AGREEMENT (“Agreement”) is effective as of October 1, 2010 among CITIBANK (SOUTH DAKOTA), N.A., a national banking association (“Bank”), ZALE DELAWARE, INC., a corporation organized and existing under the laws of the State of Delaware (“Z Del”), and ZALE PUERTO RICO, INC., a corporation organized and existing under the laws of Puerto Rico (“Zale Puerto Rico”; Z Del and Zale Puerto Rico are hereinafter sometimes collectively referred to as “Zale”).

Zale Corp – Contract (October 12th, 2010)

FIRST AMENDMENT, dated as of September 24, 2010 (this “Amendment”), to the Credit Agreement dated as of May 10, 2010 (the “Credit Agreement”), among ZALE CORPORATION, a Delaware corporation (the “Borrower”), Z INVESTMENT HOLDINGS, LLC, a Delaware limited liability company, as administrative agent (the “Administrative Agent”), and each lender from time to time party thereto (the “Lenders” and, each individually, a “Lender”).

Zale Corp – FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (October 12th, 2010)

This First Amendment to Intercreditor Agreement (the “First Amendment”) is made as of September 24, 2010, by and among BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as administrative agent and collateral agent (together with its respective successors and assigns in such capacities, the “ABL Agent”) for the ABL Secured Parties and Z INVESTMENT HOLDINGS, LLC in its capacity as administrative agent (together with its successors and assigns in such capacities, the “Term Agent”) for the Term Secured Parties, in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

Zale Corp – CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT (October 12th, 2010)

This Confidential Release Agreement (“Agreement”) is made and entered into by and between Mary Kwan (“Employee”) on the one hand, and Zale Delaware, Inc. (“Zale” or the “Company”) on the other, hereinafter collectively referred to as the “Parties.”

Zale Corp – AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 10, 2010 among ZALE DELAWARE, INC., ZALE CORPORATION, ZGCO, LLC., TXDC, L.P., ZALE PUERTO RICO, INC. as Borrowers ZALE CANADA CO. and the other Facility Guarantors named herein as Facility Guarantors The LENDERS Party Hereto, BANK OF AMERICA, N.A. as Administrative Agent and Collateral Agent, BANK OF AMERICA, N.A. WELLS FARGO RETAIL FINANCE, LLC GENERAL ELECTRIC CAPITAL CORPORATION as Co-Borrowing Base Agents BANC OF AMERICA SECURITIES LLC WELLS FARGO RETAIL FINANCE, LLC GE CAPITAL MARKETS, INC. as Joint Lead Arrangers and Joint Bookrunners (June 7th, 2010)

ZALE DELAWARE, INC., a corporation organized under the laws of the State of Delaware having a place of business at 901 W. Walnut Hill Lane, Irving, Texas 75038-1003 (“Zale Delaware”); and

Zale Corp – WARRANT AND REGISTRATION RIGHTS AGREEMENT (June 7th, 2010)

AGREEMENT dated as of May 10, 2010 (the “Issuance Date”), by and among ZALE CORPORATION, a Delaware corporation (the “Company”), the Initial Warrant Holder (defined below) and Z Investment Holdings, LLC, a Delaware limited liability company, in its capacity as agent (the “Agent”).

Zale Corp – INTERCREDITOR AGREEMENT by and between BANK OF AMERICA, N.A., as ABL Agent, and Z INVESTMENT HOLDINGS, LLC, as Term Agent Dated as of May 10, 2010 (June 7th, 2010)

THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of May 10, 2010 between BANK OF AMERICA, N.A. (“Bank of America”), in its capacity as administrative agent and collateral agent (together with its respective successors and assigns in such capacities, the “ABL Agent”) for (i) the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their respective successors, assigns and transferees, the “ABL Lenders”) and (ii) any ABL Bank Product Affiliates and ABL Cash Management Affiliates (each as defined below) (such ABL Bank Product Affiliates and ABL Cash Management Affiliates, together with the ABL Agent and the ABL Lenders, the “ABL Secured Parties”) and Z INVESTMENT HOLDINGS, LLC in its capacity as administrative agent (together with its successors and assigns in such capacities, the “Term

Zale Corp – CREDIT AGREEMENT dated as of May 10, 2010 among ZALE CORPORATION, as Borrower Z INVESTMENT HOLDINGS, LLC, as Administrative Agent and The Lenders Party Hereto (June 7th, 2010)

CREDIT AGREEMENT dated as of May 10, 2010 (this “Agreement”), among ZALE CORPORATION, a Delaware corporation (the “Borrower”); each lender from time to time party hereto (collectively, the “Lenders”, and each individually, a “Lender”); and Z INVESTMENT HOLDINGS, LLC, a Delaware limited liability company, as Administrative Agent.

Zale Corp – TD FINANCING SERVICES PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT (May 12th, 2010)

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT (as amended, supplemented, modified or extended from time to time, the “Agreement”) is made and entered into as of this 7th day of May, 2010 by and between TD Financing Services Inc., a corporation incorporated under the laws of Canada, having an office at 25 Booth Avenue, Suite 101, Toronto, Ontario M4M 2M3 (“TDFS”), and Zale Canada Co., a Nova Scotia company, having its principal business office at 901 W. Walnut Hill Lane, Irving, Texas 75038-1003 (“Merchant”).

Zale Corp – May 6, 2010 (May 12th, 2010)

I want to thank you for your years of service to Zale and its shareholders. This letter confirms the details associated with your resignation from Zale’s Board of Directors:

Zale Corp – CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT (February 12th, 2010)

This Confidential Separation and Release Agreement (“Agreement”) is made and entered into by and between Neal Goldberg (“Employee”) on the one hand, Zale Delaware, Inc. and Zale Corporation (collectively “Zale” or the “Company”) on the other, hereinafter collectively referred to as the “Parties.”

Zale Corp – CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT (February 12th, 2010)

This Confidential Separation and Release Agreement (“Agreement”) is made and entered into by and between William Acevedo (“Employee”) on the one hand, Zale Delaware, Inc. (“Zale” or the “Company”) on the other, hereinafter collectively referred to as the “Parties.”

Zale Corp – Contract (December 24th, 2009)

Portions of this exhibit (the discount rate schedule contained in Attachment B) have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment. Such omissions are designated as “[***].”