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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
Dated February 23, 2005
of
ZALE CORPORATION
A Delaware Corporation
IRS Employer Identification No. 75-0675400
SEC File Number 001-04129
901 West Walnut Hill Lane
Irving, Texas 75038
(972) 580-4000
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Item 1.01 Entry Into a Material Definitive Agreement
On February 23, 2005, Zale Corporation and Pamela J. Romano, former Group
Senior Vice President and President-Zales Division, entered into a Settlement
and Release Agreement in connection with Ms. Romano's departure from the
Company. Under the Settlement Agreement, Ms. Romano will receive a lump sum
payment of approximately $800,000, including attorneys' fees, most of which
represents compensation for the uncompleted term of Ms. Romano's most recent
employment agreement.
For a period of one year subsequent to January 5, 2005, the Company will
continue to provide Ms. Romano with medical insurance benefits and disability
insurance benefits, except in limited circumstances. The Company also will pay
to Ms. Romano the value of any remaining unused vacation time, the vested
portion of her Supplemental Executive Retirement Plan benefit, and the one-year
value of her Medical Expense Reimbursement Program. Ms. Romano also may continue
use of the company car currently in her possession for a specified period of
time.
Under the Settlement Agreement, Ms. Romano released the Company and its
subsidiaries from any claims relating to her prior service with the Company and
its subsidiaries and agreed to comply with certain confidentiality and
non-solicitation provisions.
The foregoing description of the terms of the Settlement Agreement is
qualified in its entirety by reference to the Settlement Agreement, which is
attached hereto as Exhibit 10.4 and incorporated herein by reference.
The reporting of the entry into this agreement shall not be construed as an
admission that the agreement is a material definitive agreement.
Item 9.01 Financial Statements and Exhibits
(a) 10.1 Settlement and Release Agreement of Pamela J. Romano.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
ZALE CORPORATION
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Registrant
Date: March 1, 2005 By: /s/ Mark R. Lenz
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Mark R. Lenz
Group Senior Vice President and
Chief Financial Officer