Exhibit 10.1
SETTLEMENT AND RELEASE AGREEMENT
--------------------------------
This Settlement
and Release Agreement (`Agreement") is made and entered
into by and between Pamela J. Romano
("Employee"), and Zale Corporation ("Zale")
hereinafter collectively referred to as the
"Parties."
RECITALS
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WHEREAS,
Employee has been employed by Zale as Group Senior Vice
President
and President - Zales Division;
WHEREAS,
Employee and Zale executed an Employment Agreement on February
28,
2003 which covered the terms and conditions
of Employee's employment with Zale
("Employment Agreement");
WHEREAS, a
genuine dispute arose between the parties concerning Romano's
employment with Zale, her termination
therefrom and other issues raised in the
letter from Romano's attorney, Hal K.
Gillespie ("Gillespie") dated January 12,
2005; and
WHEREAS, the
Parties desire to settle fully and finally, in the manner set
forth herein, all differences between them
which have arisen, or which may
arise, prior to, or at the time of, the
execution of this Agreement, including,
but in no way limited to, any and all
claims and controversies arising out of
the employment relationship between
Employee and Zale, including, but not
limited to, the Employment Agreement, and
the cessation of Employee's employment
with Zale, effective January 5, 2005 (the
"Separation Date"), and specifically
including any allegation of wrongdoing
under Sarbanes-Oxley.
NOW, THEREFORE,
in consideration of the Recitals and the mutual promises,
covenants, and agreements set forth herein,
the Parties covenant and agree as
follows:
1. Release by
Romano: Employee, for herself and on behalf of her attorneys,
heirs, assigns, successors, executors, and
administrators, hereby GENERALLY
RELEASES, ACQUITS, AND DISCHARGES Zale, its
current and former parent,
subsidiary, affiliated, and related
corporations, firms, associations,
partnerships, and entities, their
successors and assigns, and the current and
former owners, shareholders, directors,
officers, employees, agents, attorneys,
representatives, and insurers of said
corporations, firms, associations,
partnerships, and entities, and their
guardians, successors, assigns, heirs,
executors, and administrators (hereinafter
collectively referred to as the
"Releasees") from any and all claims,
complaints, grievances, liabilities,
obligations, promises, agreements, damages,
causes of action, rights, debts,
demands, controversies, costs, losses, and
expenses (including attorneys' fees
and expenses) whatsoever, under any
municipal, local, state, or federal law,
common or statutory, -- including, but in
no way limited to, claims arising
under the Employment Agreement between the
Parties, the Sarbanes-Oxley Act, the
Age Discrimination in Employment Act of
1967, 29 U.S.C. ss.621, et seq., as
amended, Title VII of the Civil Rights Act
of 1964, 42 U.S.C. ss. 2000e, et
seq., as amended (including the Civil
Rights Act of 1991), the Americans with
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Disabilities Act of 1990, 42 U.S.C.
ss.12101, et seq., as amended, the Employee
Retirement Income Security Act of 1974
(ERISA), 29 U.S.C. ss.1001 et seq., as
amended, the Family and Medical Leave Act
("FMLA"), 29 U.S.C. ss.2601 et seq.,
as amended, the Labor Management Relations
Act, 29 U.S.C. ss.141 et seq., as
amended, the Occupational Safety and Health
Act ("OSHA'), 29 U.S.C. ss.651 et
seq., as amended, the Racketeer Influenced
and Corrupt Organizations Act (RICO),
18 U.S.C. ss.1961 et seq., as amended, the
Texas Commission on Human Rights Act
("TCHRA"), Texas Labor Code ss.ss.21.001 et
seq., as amended, the Texas Pay Day
Law, Texas Labor Code ss.ss.61.001 et seq.,
as amended, and/or the Texas
Worker's Compensation Discrimination Law,
Texas Labor Code ss.ss.451.001 et
seq., as amended for any actions or
omissions whatsoever, whether known or
unknown and whether connected with the
employment relationship between Employee
and Zale, the Employment Agreement, and/or
the cessation of Employee's
employment with Zale, or not, which existed
or may have existed prior to, or
contemporaneously with, the execution of
this Agreement. Employee represents
that no complaints or claims have been
filed by Employee or on her behalf
against Zale with any governmental agency
and that there have been no
communications with the Department of Labor
by Employee or on her behalf
regarding Zale. Employee further represents
that should any such complaint or
claim be filed on her behalf with any
governmental agency, including the
Department of Labor or the SEC, she will
actively take steps to seek the
dismissal of such complaint.
2. Release by
Zale: Zale, for itself and on behalf of all related entities,
corporations, firms, associations,
partnerships, their successors and assigns,
and the current and former owners,
shareholders, directors, officers, employees,
agents, attorneys, representatives and
insurers of said corporations, firms,
associations, partnerships, and entities
and their guardians, successors, heirs,
assigns, executors and administrators,
hereby GENERALLY RELEASE, ACQUIT, AND
DISCHARGE Romano, her heirs, assigns,
successors, executors, administrators,
representatives and attorneys from any and
all claims, complaints, grievances,
liabilities, obligations, promises,
agreements, damages, causes of action,
rights, debts, demands, controversies,
costs, losses, and expenses (including
attorneys' fees and expenses) whatsoever,
under any municipal, local, state, or
federal law, common or statutory --
including, but in no way limited to, claims
arising under the Employment Agreement
between the Parties, the Age
Discrimination in Employment Act of 1967,
29 U.S.C. ss. 621, et seq., as
amended, Title VII of the Civil Rights Act
of 1964, 42 U.S.C. ss. 2000e, et
seq., as amended (including the Civil
Rights Act of 1991), the Americans with
Disabilities Act of 1990, 42 U.S.C.
ss.12101, et seq., as amended, the Employee
Retirement Income Security Act of 1974
(ERISA), 29 U.S.C. ss.1001 et seq., as
amended, the Family and Medical Leave Act
("FMLA"), 29 U.S.C. ss.~ 2601 et seq.,
as amended, the Labor Management Relations
Act, 29 U.S.C. ss.141 et seq., as
amended, the Occupational Safety and Health
Act ("OSHA'), 29 U.S.C. ss.651 et
seq., as amended, the Racketeer Influenced
and Corrupt Organizations Act (RICO),
18 U.S.C. ss.1961 et seq., as amended, the
Texas Commission on Human Rights Act
("TCHRA"), Texas Labor Code ss.ss.21.001 et
seq., as amended, the Texas Pay Day
Law, Texas Labor Code ss.ss.61.001 et seq.,
as amended, and/or the Texas
Worker's Compensation Discrimination Law,
Texas Labor Code ss.ss.451.001 et
seq., as amended for any actions or
omissions whatsoever, whether known or
unknown and whether connected with the
employment relationship between Employee
and Zale. the Employment Agreement, and/or
the cessation of Employee's
employment with Zale, or not, which existed
or may have existed prior to, or
contemporaneously with, the execution of
this Agreement.
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3. The parties
acknowledge and agree that they will keep the terms, amount,
and fact of this Agreement STRICTLY AND
COMPLETELY CONFIDENTIAL, and that they
will not communicate or otherwise disclose
to any employee of Zale (past,
present, or future), or to any member of
the general public, the terms, amounts,
copies, or fact of this Agreement, except
as may be required by law or
compulsory process, including but not
limited to disclosures required pursuant
to various reporting obligations of Zale;
provided, however, disclosure of this
Agreement and its terms and conditions by
either party to his or its advisor(s),
spouse, or attorneys, each of whom or which
agree to maintain confidentiality,
shall not be a breach of this Agreement,
nor will internal communications at
Zale be a breach of this Agreement to the
extent same are necessary to effect
Zale's obligations hereunder. Romano may
indicate to prospective employers that
she left Zale to seek a position of greater
responsibility or opportunity.
4. The parties
agree that they shall not in any way disparage one another,
including, where applicable, a party's
current and former officers, directors
and employees, or to make to, or solicit of
any third party any comments,
statements and the like that are derogatory
or detrimental to the good name
and/or business reputation of either of the
parties.
5. Employee waives and
releases forever any right and/or rights she might
have to seek or obtain employment,
re-employment, and/or reinstatement with Zale
or the other Releasees, and agrees not to
seek re-employment with any of same.
6. Employee
agrees that in addi
