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 ▇▇▇aware, 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 ▇▇▇awareDelaware, 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 Zal▇ ▇▇▇awarelaware, 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 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 Z▇▇▇aware▇ 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 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 ▇▇▇awareDelaware, Inc. Supplemental Executive Retirement Plan ("SERP") if i▇ (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 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 ▇▇▇awareDelaware, 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 ▇▇▇awareDelaware, Inc. Supplemental Executive Retirement Plan ("SERP") if i▇ (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 ), 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 Zal▇ ▇▇▇awarelaware, 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.