Common use of Effect of Change of Control Clause in Contracts

Effect of Change of Control. (a) If within two years following a "Change of Control" (as hereinafter defined ), Executive terminates her employment with the Company for Good Reason (as hereinafter defined) or the Company terminates Executive's employment for any reason other than Cause or disability, the Company shall pay to the Executive: (1) an amount equal to three times the Executive's Base Salary as of the date of termination; (2) an amount equal to three times the average annual cash bonus paid to Executive for the two fiscal years immediately preceding the date of termination; (3) all benefits under the Company's various benefit plans, including group healthcare, dental and life, for the period equal to thirty-six (36) months from the date of termination; and (4) a lump sum payment equal to the actuarial equivalent (determined by the Company in good faith with assistance of its accountants or actuaries), of the benefit which would have accrued under the Zale Xxxaware, Inc. Supplemental Executive Retirement Plan ("SERP") if (i) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's plan year ("Plan Year") in which the Executive's employment with the Company terminated ("Measurement Period"), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by such Executive in a Plan Year during the three (3) year period ending on the last day of the Plan Year immediately preceding the Plan Year in which her employment with the Company terminated, and (iii) the Executive's final average pay during the Measurement Period is the greater of her monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of her termination of employment.

Effect of Change of Control. (a) If within two years following a "Change of Control" (as hereinafter defined ), Executive terminates her his employment with the Company for Good Reason (as hereinafter defined) or the Company terminates Executive's employment for any reason other than Cause or disability, the Company shall pay to the Executive: (1) an amount equal to three times the Executive's Base Salary as of the date of termination; (2) an amount equal to three times the average annual cash bonus paid to Executive for the two fiscal years immediately preceding the date of termination; (3) all benefits under the Company's various benefit plans, including group healthcare, dental and life, for the period equal to thirty-six (36) months from the date of termination; and (4) a lump sum payment equal to the actuarial equivalent (determined by the Company in good faith with assistance of its accountants or actuaries), of the benefit which would have accrued under the Zale XxxawareDelaware, Inc. Supplemental Executive Retirement Plan ("SERP") if (i) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's plan year ("Plan Year") in which the Executive's employment with the Company terminated ("Measurement Period"), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by such Executive in a Plan Year during the three (3) year period ending on the last day of the Plan Year immediately preceding the Plan Year in which her his employment with the Company terminated, and (iii) the Executive's final average pay during the Measurement Period is the greater of her his monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of her his termination of employment.

Effect of Change of Control. (a) If within two years following a "Change of Control" (as hereinafter defined defined), Executive terminates her employment with the Company for Good Reason (as hereinafter defined) or the Company terminates Executive's employment for any reason other than Cause or disability, the Company shall pay to the Executive: (1) an amount equal to three times the Executive's Base Salary as of the date of termination; (2) an amount equal to three times the average annual cash bonus paid to Executive for the two fiscal years immediately preceding the date of termination; (3) all benefits under the Company's various benefit plans, including group healthcare, dental and life, for the period equal to thirty-six (36) months from the date of termination; and (4) a lump sum payment equal to the actuarial equivalent (determined by the Company in good faith with assistance of its accountants or actuaries), of the benefit which would have accrued under the Zale XxxawareDelaware, Inc. Supplemental Executive Retirement Plan ("SERP") if ix (ix) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's plan year ("Plan Year") in which the Executive's employment with the Company terminated ("Measurement Period"), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by such Executive in a Plan Year during the three (3) year period ending on the last day of the Plan Year immediately preceding the Plan Year in which her employment with the Company terminated, and (iii) the Executive's final average pay during the Measurement Period is the greater of her monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of her termination of employment.

Effect of Change of Control. (a) If within two years following a "“Change of Control" ” (as hereinafter defined ), Executive terminates her employment with the Company for Good Reason (as hereinafter defined) or the Company terminates Executive's ’s employment for any reason other than Cause or disability, the Company shall pay to the Executive: (1) an amount equal to three times the Executive's ’s Base Salary as of the date of termination; (2) an amount equal to three times the average annual cash bonus paid to Executive for the two fiscal years immediately preceding the date of termination; (3) all benefits under the Company's ’s various benefit plans, including group healthcare, dental and life, for the period equal to thirty-six (36) months from the date of termination; and (4) a lump sum payment equal to the actuarial equivalent (determined by the Company in good faith with assistance of its accountants or actuaries), of the benefit which would have accrued under the Zale XxxawareZxxx Delaware, Inc. Supplemental Executive Retirement Plan ("“SERP"”) if (i) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's ’s plan year ("“Plan Year"”) in which the Executive's ’s employment with the Company terminated ("“Measurement Period"”), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by such Executive in a Plan Year during the three (3) year period ending on the last day of the Plan Year immediately preceding the Plan Year in which her employment with the Company terminated, and (iii) the Executive's ’s final average pay during the Measurement Period is the greater of her monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of her termination of employment.

Effect of Change of Control. (a) If within two years following a "Change of Control" (as hereinafter defined ), Executive terminates her employment with the Company for Good Reason (as hereinafter defined) or the Company terminates Executive's employment for any reason other than Cause or disability, the Company shall pay to the Executive: (1) an amount equal to three times the Executive's Base Salary as of the date of termination; (2) an amount equal to three times the average annual cash bonus paid to Executive for the two fiscal years immediately preceding the date of termination; (3) all benefits under the Company's various benefit plans, including group healthcare, dental and life, for the period equal to thirty-six (36) months from the date of termination; and (4) a lump sum payment equal to the actuarial equivalent (determined by the Company in good faith with assistance of its accountants or actuaries), of the benefit which would have accrued under the Zale XxxawareZalx Xxlaware, Inc. Supplemental Executive Retirement Plan ("SERP") if (i) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's plan year ("Plan Year") in which the Executive's employment with the Company terminated ("Measurement Period"), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by such Executive in a Plan Year during the three (3) year period ending on the last day of the Plan Year immediately preceding the Plan Year in which her employment with the Company terminated, and (iii) the Executive's final average pay during the Measurement Period is the greater of her monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of her termination of employment.

Effect of Change of Control. (a) If within two years following a "Change of Control" (as hereinafter defined ), Executive terminates her his employment with the Company for Good Reason (as hereinafter defined) or the Company terminates Executive's employment for any reason other than Cause or disability, the Company shall pay to the Executive: (1) an amount equal to three times the Executive's Base Salary as of the date of termination; (2) an amount equal to three times the average annual cash bonus paid to Executive for the two fiscal years immediately preceding the date of termination; (3) all benefits under the Company's various benefit plans, including group healthcare, dental and life, for the period equal to thirty-six (36) months from the date of termination; and (4) a lump sum payment equal to the actuarial equivalent (determined by the Company in good faith with assistance of its accountants or actuaries), of the benefit which would have accrued under the Zale XxxawareDelaware, Inc. Supplemental Executive Retirement Plan ("SERP") if ix (ix) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's plan year ("Plan Year") in which the Executive's employment with the Company terminated ("Measurement Period"), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by such Executive in a Plan Year during the three (3) year period ending on the last day of the Plan Year immediately preceding the Plan Year in which her his employment with the Company terminated, and (iii) the Executive's final average pay during the Measurement Period is the greater of her his monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of her his termination of employment.

Effect of Change of Control. (a) If within two years following a "Change of Control" (as hereinafter defined defined), Executive terminates her employment with the Company for Good Reason (as hereinafter defined) or the Company terminates Executive's employment for any reason other than Cause or disability, the Company shall pay to the Executive: (1) an amount equal to three times the Executive's Base Salary as of the date of termination; (2) an amount equal to three times the average annual cash bonus paid to Executive for the two fiscal years immediately preceding the date of termination; (3) all benefits under the Company's various benefit plans, including group healthcare, dental and life, for the period equal to thirty-six (36) months from the date of termination; and (4) a lump sum payment equal to the actuarial equivalent (determined by the Company in good faith with assistance of its accountants or actuaries), of the benefit which would have accrued under the Zale XxxawareZalx Xxlaware, Inc. Supplemental Executive Retirement Plan ("SERP") if (i) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's plan year ("Plan Year") in which the Executive's employment with the Company terminated ("Measurement Period"), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by such Executive in a Plan Year during the three (3) year period ending on the last day of the Plan Year immediately preceding the Plan Year in which her employment with the Company terminated, and (iii) the Executive's final average pay during the Measurement Period is the greater of her monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of her termination of employment.

Effect of Change of Control. In the event that, within twelve (a12) If within two years months following a "Change of Control" Control (as hereinafter defined below), either: (i) Executive’s employment is terminated without Cause, or (ii) Executive terminates her his employment with for Good Reason, then Executive shall be entitled to receive (i) the Accrued Rights, and (ii) subject to delivering to the Company the Release within 21 days following the date the Executive has been given a copy of the Release, and the expiration of the revocation period for Good Reason (as hereinafter defined) or such Release has become irrevocable by its terms within 7 days following the date the Executive returns the executed Release to the Company terminates and, if he should be a director of the Company, Executive's employment for any reason other than Cause or disability’s resignation from the Board in accordance with Section 5.7 hereof, (A) the Prorated Bonus Payment; (B) the Prorated Plan Benefit; (C) provided the Executive timely elects to continue health insurance benefits under the federal law known as COBRA, the Company shall pay the cost of family health insurance coverage at the same rate the Company contributed for the Executive’s family health insurance coverage prior to the Executive: (1) an amount equal to three times the Executive's Base Salary as ’s termination of the date of termination; (2) an amount equal to three times the average annual cash bonus paid to Executive for the two fiscal years immediately preceding the date of termination; (3) all benefits under the Company's various benefit plans, including group healthcare, dental and life, for the period equal to thirty-six (36) months from the date of termination; and (4) a lump sum payment equal to the actuarial equivalent (determined by the Company in good faith with assistance of its accountants or actuaries), of the benefit which would have accrued under the Zale Xxxaware, Inc. Supplemental Executive Retirement Plan ("SERP") if (i) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's plan year ("Plan Year") in which the Executive's employment with the Company terminated until the earlier of twelve ("Measurement Period"12) months or the loss of COBRA entitlement; provided, however, that the Executive shall be responsible for the cost of any continuation coverage under COBRA that extends beyond twelve (12) months; (D) his Base Salary in effect at termination, for eighteen (18) months, payable in a lump sum within thirty (30) days; and (E) the vesting of all stock option grants set forth on Exhibit 3.5 (a), (ii) during each Plan Year in regardless of date or condition of vesting. If, upon the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by such Executive in a Plan Year during the three (3) year period ending on the last day of the Plan Year immediately preceding the Plan Year in which her employment with the Company terminated, and (iii) the Executive's final average pay during the Measurement Period is the greater of her monthly Base Salary on the date of (a) a Potential Change of Control, (bi) the Company shall cease to be a stand-alone publicly traded entity, or (ii) the acquiring entity is unwilling to assume the equity in an economically equivalent manner, then in either event, all equity shall be deemed to have vested two (2) days prior to the Change of Control, but only if such Change of Control or (c) shall actually be consummated. Following the date of her Executive’s termination of employmentemployment as described in this Section 5.6 or otherwise in connection with a Change of Control, except as set forth in this Section 5.6, the Executive shall have no further rights to any compensation or any other benefits under this Agreement.

Effect of Change of Control. (a) If within two years following a "Change of Control" (as hereinafter defined ), Executive terminates her employment with the Company for Good Reason (as hereinafter defined) or the Company terminates Executive's employment for any reason other than Cause or disability, the Company shall pay to the Executive: (1) an amount equal to three times the Executive's Base Salary as of the date of termination; (2) an amount equal to three times the average annual cash bonus paid to Executive for the two fiscal years immediately preceding the date of termination; (3) all benefits under the Company's various benefit plans, including group healthcare, dental and life, for the period equal to thirty-six (36) months from the date of termination; and (4) a lump sum payment equal to the actuarial equivalent (determined by the Company in good faith with assistance of its accountants or actuaries), of the benefit which would have accrued under the Zale XxxawareDelaware, Inc. Supplemental Executive Retirement Plan ("SERP") if xx (i) Executive remained a participant in the SERP for the three (3) year period commencing on the first day of the SERP's plan year ("Plan Year") in which the Executive's employment with the Company terminated ("Measurement Period"), (ii) during each Plan Year in the Measurement Period the Executive earned benefit points equal to the highest number of the benefit points earned by such Executive in a Plan Year during the three (3) year period ending on the last day of the Plan Year immediately preceding the Plan Year in which her employment with the Company terminated, and (iii) the Executive's final average pay during the Measurement Period is the greater of her monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of her termination of employment.