0001157523-11-005683.txt : 20111012 0001157523-11-005683.hdr.sgml : 20111012 20111012090213 ACCESSION NUMBER: 0001157523-11-005683 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111012 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111012 DATE AS OF CHANGE: 20111012 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZALE CORP CENTRAL INDEX KEY: 0000109156 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-JEWELRY STORES [5944] IRS NUMBER: 750675400 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04129 FILM NUMBER: 111136650 BUSINESS ADDRESS: STREET 1: 901 W WALNUT HILL LN STREET 2: MS 6B-3 CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 9725804000 MAIL ADDRESS: STREET 1: 901 WEST WALNUT HILL LANE STREET 2: MAIL STOP 6B-3 CITY: IRVING STATE: TX ZIP: 75038-1003 FORMER COMPANY: FORMER CONFORMED NAME: ZALE JEWELRY CO INC DATE OF NAME CHANGE: 19710510 8-K 1 a50026004.htm ZALE CORPORATION 8-K





SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


________________________

FORM 8-K


Current Report

Dated October 12, 2011


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




⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

          On October 12, 2011, Zale Corporation (the “Company”) announced that Thomas A. Haubenstricker has been appointed as the Company’s Senior Vice President, Chief Financial Officer, effective as of October 17, 2011.  Mr. Haubenstricker will report to Matthew W. Appel, the Company’s Chief Administrative Officer.  Prior to Mr. Haubenstricker’s appointment as Chief Financial Officer, Mr. Appel served as Chief Administrative Officer and Chief Financial Officer of the Company.  

          Mr. Haubenstricker, age 49, joins the Company from Turnberry Advisors, LLC, where he served as a Managing Director since January 2010.  Prior to Turnberry Advisors, Mr. Haubenstricker spent 24 years at Electronic Data Systems (later acquired by Hewlett-Packard) in various finance and strategy leadership roles, including Co-Chief Financial Officer, Vice President and Chief Financial Officer, EMEA Region, and Vice President, Finance for the combined Hewlett-Packard and EDS Business Services Group.  During his career, Mr. Haubenstricker has led business improvement programs focused on revenue growth, margin expansion and free cash flow generation.  Mr. Haubenstricker holds a B.B.A. degree in Accounting from Central Michigan University and is a Certified Management Accountant.  

          Pursuant to the terms of an offer letter between the Company and Mr. Haubenstricker, Mr. Haubenstricker will receive: (1) $415,000 per annum in base compensation; (2) incentive compensation through the Company’s annual bonus program (as it may be amended from time to time), with a target level bonus opportunity of 45% of base salary based on the Company’s performance during the Fall and Spring seasons, weighted 65% for the Fall season  (August 1, 2011 through January 31, 2012) and 35% for the Spring season (February 1, 2012 through July 31, 2012); (3) options to purchase 70,000 shares of common stock at a purchase price equal to the closing price of the Company’s common stock on Mr. Haubenstricker’s first day of employment, subject to four year vesting; (4) 25,000 restricted stock units, subject to three year vesting; and (5) customary benefits, including group life insurance, medical benefits, participation in the Company’s employee savings plan and vacation.  In addition, under the terms of the offer letter, if Mr. Haubenstricker’s employment is terminated by the Company without “cause” (as defined in the offer letter), Mr. Haubenstricker will be entitled to receive severance benefits in an amount equal to one year’s annual base salary.    

Item 9.01 Financial Statements and Exhibits.
 
10.1 Thomas A. Haubenstricker Offer Letter, dated August 18, 2011

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

 
 

 

 

By:

/s/ Matthew W. Appel

Matthew W. Appel

Chief Administrative Officer and

Chief Financial Officer

 

Date:

October 12, 2011

EX-10.1 2 a50026004ex10-1.htm EXHIBIT 10.1

ZALE CORPORATION

August 18, 2011

Mr. Tom Haubenstricker


Dear Tom:

On behalf of Zale Corporation, I am pleased to make you the following offer as Senior Vice President, Chief Financial Officer. This letter outlines the terms of your offer:

Start Date:

October 17, 2011

 

Reporting to:

Chief Administrative Officer

 

Base Compensation:

Fifteen thousand nine hundred sixty-one dollars and fifty-three cents ($15,961.53) per bi-weekly pay period which, if annualized, is equal to four hundred fifteen thousand dollars ($415,000.00).

 

Incentive Compensation:

You will be eligible for participation in the Company's Annual Fiscal Year Management & Professional Bonus Program (as may be amended from time to time). Although your start date is after August 1, 2011 your Fall bonus will not be pro-rated. The bonus opportunity is based on satisfactory individual performance and achievement of Fall and Spring season financial targets. The annual performance target for this position is 45% of base salary, weighted 65% for the Fall Season (August 1, 2011 - January 31, 2012) and 35% for the Spring Season (February 1 - July 31, 2012). The bonus will be payable at the end of each season.

 

Equity Grant:

70,000 options of shares of Zale stock with an exercise price equal to the closing market price on your first day of work with the Company or at an exercise price of $2.00, whichever is greater. Shares will vest over four years at 25% on each anniversary of your award.

 

25,000 restricted stock units, with vesting contingent upon continued employment (33% on 1st anniversary of issue date, 33% on 2nd anniversary and 34% on 3rd anniversary).

 

Additional equity may be granted from time to time when recommended by the CEO and approved by the Compensation Committee and the Board of Directors.


Dallas Executive Office: 901 W. Walnut Hill Lane Irving, Texas 75038-1003 Telephone 972/580-4000
Mail Address: P.O. Box 152777 Irving, Texas 75015-2777

Tom Haubenstricker

Page Two

 
 

Benefits:

Participation in all benefits generally available to the Company's Executives:

● Company's medical/dental plans

● Group life insurance

● 401(k) Savings and Investment Plan (after one year of service)

 

Vacation:

You will receive 4 weeks (160 hours), prorated based on your start date, of vacation per fiscal year.

 

Severance:

Executive's employment may be terminated by the Company at its discretion, provided that, in the event of termination for any reason other than cause, the Company shall compensate Executive in an amount equal to one year of Executive's then applicable base salary. For purposes of this Agreement, "cause" is defined as: (a) Executive's indictment for a felony or a crime involving moral turpitude; (b) Executive's commission of an act constituting fraud, deceit or material misrepresentation with respect to the Company; (c) Executive's recurrent use of alcohol or prescribed medications at work or otherwise such that, in Company's sole discretion, Executive's job performance is impaired, or the use of any illegal substances or drug such that, in Company's sole discretion, Executive's job performance is impaired; (d) Executive's embezzlement of assets or funds of Company or of its parent or subsidiary(ies); and (e) Executive's commission of any negligent or willful act or omission that causes material detriment (by reason, without limitation, of financial exposure or loss, damage to reputation or goodwill, or exposure to civil damages or criminal penalties or other prosecutorial action by any governmental authority) to Company or any parent or subsidiary corporation of the Company.

 

Employment at Zale is subject to the terms and conditions contained in Zale's Management Policies and Guidelines, and is not for a specific time and can be terminated by you or by Zale at any time for any reason, with or without cause.

Torn Haubenstricker

Page Three

Tom, please confirm your offer by signing this letter and returning to me by fax at 972-580-5238 or emailing a scanned copy to mappel@zalecorp.com. I look forward to seeing you on your start day of October 17, 2011.

 

Sincerely,

 

/s/ Matt Appel

Matt Appel

Chief Administrative Officer and

Chief Financial Officer


Accepted:

 

/s/ Tom Haubenstricker

Tom Haubenstricker

Dated : August 22nd, 2011