Common use of Effect of Change of Control Clause in Contracts

Effect of Change of Control. (a) If within two (2) years following a “Change of Control” (as hereinafter defined), the Executive terminates his employment with the Company for Good Reason (as hereinafter defined) or the Company terminates the Executive’s employment for any reason other than Cause or disability, the Company shall pay to the Executive: (i) an amount equal to three (3) times the Executive’s Base Salary as of the date of termination; (ii) an amount equal to three (3) times the average annual cash bonus paid to the Executive for the two (2) fiscal years immediately preceding the date of termination; (iii) all benefits under the Company’s various benefit plans, including group healthcare, dental, life and the Company’s Executive Car Program for the period equal to thirty-six (36) months from the date of termination, provided that the continued participation of the Executive is possible under the general terms and provisions of such plans. If the Executive’s participation in any such plan is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plan or, alternatively at the option of the Company, reimburse the Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that in either case the Executive shall pay to the Company, or provide a credit against the Company’s reimbursement obligation for, the amount equal to the premiums, or portion thereof, that the Executive was required to pay to maintain such benefits prior to the date of termination of employment. Further, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced to the extent such coverage or benefits are otherwise provided by or available from any other employer of the Executive; and (iv) 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 Zxxx Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if: (1) the 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”); (2) 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 his employment with the Company terminated; and (3) the Executive’s final average pay during the Measurement Period is the greater of his monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of his termination of employment.

Effect of Change of Control. (a) If a Change in Control should occur during the term of this Agreement, and should Employee’s employment be terminated within two (2) years following a “the Change in Control (i) by reason of Control” Employee’s Disability or Death, or (as hereinafter defined)ii) either by Employer or its successor Without Cause, the Executive terminates his employment with the Company for Good Reason (as hereinafter defined) or the Company terminates the Executive’s employment for then, in lieu of any reason other than Cause or disability, the Company shall pay to the Executivebenefits described elsewhere in this Agreement: (i) Employer shall pay Employee in a single severance payment as soon as practicable after the Termination Date, but in no event later than thirty (30) days thereafter, an amount in cash equal to two (2) times the sum of (a) Employee’s then-current base salary and (b) the higher of Employee’s target annual cash incentive compensation award as in effect on the Termination Date or Employee’s target annual cash incentive compensation award at the time of the Change in Control, (ii) Employer shall pay Employee an amount equal to three (3) times the ExecutiveEmployee’s Base Salary as of the date of termination; (ii) an amount equal to three (3) times the average annual cash bonus paid incentive compensation award for the period in which such termination occurs, prorated to the Executive for the two (2) fiscal years immediately preceding the date of Termination Date and payable in a lump sum promptly following such termination;. (iii) all benefits under Any unvested stock options and other equity grants shall become immediately and fully vested, and any vested options (or other incentive awards that may be exercised) shall remain exercisable until (a) the Company’s various benefit plans, including group healthcare, dental, life and later of the Company’s Executive Car Program for fifteenth (15th) day of the period equal to thirty-six (36) months from third month following the date of terminationthe award otherwise would have expired if the exercise period had not been extended pursuant to this provision, provided that the continued participation or December 31 of the Executive is possible under the general terms and provisions of such plans. If the Executive’s participation calendar year in any such plan is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive award otherwise would otherwise have expired if the exercise period had not been entitled extended pursuant to receive under such plan or, alternatively at the option of the Company, reimburse the Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that in either case the Executive shall pay to the Companythis provision, or provide a credit against the Company’s reimbursement obligation for(b) if earlier, the amount equal to the premiums, or portion thereof, that the Executive was required to pay to maintain such benefits prior to the date of termination of employment. Further, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced to the extent such coverage or benefits are otherwise provided by or available from any other employer of the Executive; andtheir full-term expiration, (iv) For a lump sum payment equal to period of twelve (12) months following the actuarial equivalent (determined by the Company in good faith with assistance of its accountants or actuaries)Termination Date, of the benefit which would have accrued under the Zxxx Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if: (1) the Executive remained a participant in the SERP Employer shall reimburse Employee 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”); (2) 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 his employment with the Company terminated; and (3) the Executive’s final average pay during the Measurement Period is the greater of his monthly Base Salary on the date of (a) a Potential Change the cost of Controlany continued coverage under Employer’s group medical insurance plan for the benefit of Employee, Employee’s spouse and dependents, if any, should they elect continued coverage under COBRA, provided they were covered under the plan immediately prior to Employee’s termination, and (b) the cost of continued coverage under Employer’s life and long-term disability plans for the benefit of Employee, should Employee elect to obtain an individual conversion policy, subject to the terms, conditions, and limitations contained in such policy; provided that, if and to the extent required to prevent a violation of Section 409A of the Code, Employee will pay the entire cost of such coverage for the first six months after the Date of Termination and Employer will reimburse Employee for Employer’s share of such costs on the six-month anniversary of Employee’s “separation from service” as defined in Section 409A of the Code, and (v) Employee shall be entitled to his any Accrued Benefits and any Vested Benefits. Notwithstanding anything contained herein, if a Change of in Control occurs and Employee’s employment with Employer is terminated prior to a Change in Control other than for Cause or (c) the date of his Poor Performance, and if such termination of employmentemployment or event was at the request, suggestion or initiative of a third party who has taken steps reasonably calculated to effect a Change in Control, then Employee upon occurrence of the Change in Control shall be entitled to receive the payments and benefits set forth in this Section 5.2.7, in lieu of payments and benefits described elsewhere in this Agreement. All payments under this Section 5.2.7 shall be subject to Section 5.2.8, Section 5.2.10., Section 6, and to the additional benefit described in Section 5.2.9, if allowed by law and by this Agreement.

Effect of Change of Control. In the event that, within twelve (a12) If within two (2) years months following a “Change of Control” Control (as hereinafter defineddefined below), the either: (i) Executive’s employment is terminated without Cause, or (ii) Executive terminates 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 disabilityresignation 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: ’s termination of employment with the Company until the earlier of twelve (i) an amount equal to three (3) times the Executive’s Base Salary as of the date of termination; (ii) an amount equal to three (3) times the average annual cash bonus paid to the Executive for the two (2) fiscal years immediately preceding the date of termination; (iii) all benefits under the Company’s various benefit plans, including group healthcare, dental, life and the Company’s Executive Car Program for the period equal to thirty-six (3612) months from or the date loss of termination, provided that the continued participation of the Executive is possible under the general terms and provisions of such plans. If the Executive’s participation in any such plan is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plan or, alternatively at the option of the Company, reimburse the Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefitsCOBRA entitlement; provided, however, that in either case the Executive shall pay to be responsible for the Companycost of any continuation coverage under COBRA that extends beyond twelve (12) months; (D) his Base Salary in effect at termination, or provide a credit against the Company’s reimbursement obligation forfor eighteen (18) months, the amount equal to the premiums, or portion thereof, that the Executive was required to pay to maintain such benefits prior to the date of termination of employment. Further, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced to the extent such coverage or benefits are otherwise provided by or available from any other employer of the Executive; and (iv) payable in a lump sum payment equal to within thirty (30) days; and (E) the actuarial equivalent vesting of all stock option grants set forth on Exhibit 3.5 (determined by the Company in good faith with assistance of its accountants or actuariesa), regardless of date or condition of vesting. If, upon the benefit which would have accrued under the Zxxx Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if: (1) the 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”); (2) 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 his employment with the Company terminated; and (3) the Executive’s final average pay during the Measurement Period is the greater of his 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 his 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 (2) years following a “Change of Control” (as hereinafter defined), the Executive terminates his employment with the Company for Good Reason (as hereinafter defined) or the Company terminates the Executive’s employment for any reason other than Cause or disabilitya Disability Event, the Company shall pay to the Executive:, in the case of clauses (i), (ii) and (iv), and make available to the Executive, in the case of clause (iii): (i) an amount equal to three (3) times the Executive’s Base Salary as of the date of termination; (ii) an amount equal to three (3) times the average annual cash bonus paid to the Executive for the two (2) fiscal years immediately preceding the date of termination; (iii) all benefits under the Company’s various benefit plans, including group healthcare, dental, life and the Company’s Executive Car Program for the period equal to thirty-six (36) months from the date of termination, provided that the continued participation of the Executive is possible under the general terms and provisions of such plans. If the Executive’s participation in any such plan is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plan or, alternatively at the option of the Company, reimburse the Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that in either case the Executive shall pay to the Company, or provide a credit against the Company’s reimbursement obligation for, the amount equal to the premiums, or portion thereof, that the Executive was required to pay to maintain such benefits prior to the date of termination of employment. Further, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced to the extent such coverage or benefits are otherwise provided by or available to the Executive from or in connection with any other employer of the ExecutiveIncome Source; and (iv) 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 Zxxx Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if: (1) the 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”); (2) 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 his employment with the Company terminated; and (3) the Executive’s final average pay during the Measurement Period is the greater of his monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of his termination of employment; provided, however, that the amount paid to Executive pursuant to this clause (iv) shall not exceed his accrued benefit under the SERP as of December 31, 2004, except to the extent that such excess is pursuant to a new supplemental executive retirement plan adopted by the Company subsequent to such date.

Effect of Change of Control. (a) If within two one (21) years year following a “Change of Control” (as hereinafter defined), the Executive terminates his Executive’s employment with the Company for “Good Reason Reason” (as hereinafter defined) or the Company terminates the Executive’s 's employment for any reason other than Cause Cause, death or disabilitydisability (as defined in Section 4(e)), the Company shall pay to the Executive in a lump sum within thirty (30) days following Executive: 's termination of employment: (i) an amount equal to three (3) one times the Executive’s 's Base Salary as of the date of termination; ; and (ii) an amount equal to three (3) times the average annual cash bonus paid to Incentive Compensation received by the Executive for the two (2) most recent fiscal years immediately preceding year prior to Executive’s termination. In addition, the date Company shall provide the Executive with out-placement assistance. In addition, to the extent permitted under the terms of termination; (iii) all benefits the various plans, the Company shall continue to provide the Executive with coverage under the Company’s 's various welfare and benefit plans, including retirement and group healthcare, dentaldental and life in which Executive participates at the time of termination, life and the Company’s Executive Car Program for the period equal to thirty-six twelve (3612) months from the date of termination, provided that the continued participation of the Executive is possible under the general terms termination at coverage levels and provisions of such plans. If the Executive’s participation in any such plan is barred, the Company shall arrange to provide the Executive with benefits rates substantially similar equal to those which the applicable to Executive would otherwise have been entitled to receive under such plan or, alternatively at the option of the Company, reimburse the Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that in either case the Executive shall pay to the Company, or provide a credit against the Company’s reimbursement obligation for, the amount equal to the premiums, or portion thereof, that the Executive was required to pay to maintain such benefits immediately prior to such termination. A condition to Executive's receipt of any amounts pursuant to this Section 6(a) shall be Executive's execution and delivery of a general release as described in Section 5(e) above, and the expiration of any revocation period therein, on or before the 30th day after the date of Executive's termination of from employment. Further, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced to the extent such coverage or benefits are otherwise provided by or available from any other employer of the Executive; and (ivb) 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 Zxxx Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if: (1) the 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”); (2) 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 his employment with the Company terminated; and (3) the Executive’s final average pay during the Measurement Period is the greater of his monthly Base Salary on the date of (a) a Potential Change of Control” means, with respect to the Executive, a “change in ownership,” a “change in effective control,” or a “change in the ownership of substantial assets” of a corporation as described in Treasury Regulations Section 1.409A-3(g)(5) (bwhich events are collectively referred to herein as “Change of Control events”) after the date 5 of this Agreement. To constitute a Change of Control with respect to the Executive, the Change of Control or (c) the date event must relate to a change in control of his termination of employment.Delta Apparel, Inc.

Effect of Change of Control. (a) If within two (2) years following a “Change of Control” Control (as hereinafter defined), the Executive terminates his employment with the Company for Good Reason (as hereinafter defined) or the Company terminates the Executive’s employment for any reason other than for Cause (as defined in Section 4(h)) in a termination that constitutes a “separation from service” for purposes of Section 409A of the Code, or disabilitydue to a Disability Event, the Company shall pay to to, and provide for, Executive the Executivefollowing payments and benefits: (i) an An amount equal to three (3) times the sum of (A) the Executive’s annual Base Salary as of the date of termination and (B) the average annual incentive bonus paid to Executive over the prior three years (or such shorter period as may apply if this Agreement has been in effect for less than three years) as of the date of termination, payable in a single lump sum within sixty (60) days after the date of termination of Executive’s employment; provided, however, that for purposes of the calculation of clause (B) of this Section 6(a)(i), the Relocation and Signing Bonus shall not be utilized and the Guaranteed Bonus payable for Period 1 and for Period 2 shall be utilized; (ii) an amount equal to three (3) times the average annual cash bonus paid to the Executive for the two (2) fiscal years immediately preceding the date of termination; (iii) all All benefits under the Company’s various benefit plans, including group healthcare, dental, and life and the Company’s Executive Car Program insurance, for the period equal to thirty-six (36) months from the date of termination, on the same basis as such benefits were provided during Executive’s employment hereunder, provided that the continued participation of the Executive is possible under the general terms and provisions of such plans. If the Executive’s participation in any such plan is barredbarred or would result in adverse tax consequences to Executive or the Company, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plan or, alternatively at the option of the Company, reimburse the Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that in either case the Executive shall pay to the Company, or provide a credit against the Company’s reimbursement obligation forobligation, for the amount equal to the premiums, or portion thereof, that the Executive was required to pay to maintain such benefits prior to the date of termination of employment. Further, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced to the extent such reasonably comparable coverage or benefits are otherwise provided by or available from any other employer of Executive, provided further that, except as permitted by Section 409A of the Code, the continued benefits provided to Executive pursuant to this Section 6(a)(ii) during any calendar year will not affect the continued benefits provided to Executive in any other calendar year, and the amount of any costs of purchasing benefits reimbursed pursuant to this Section 6(a)(ii) shall be paid to Executive no later than the last day of the calendar year following the calendar year in which such costs are incurred by Executive; and (iviii) a lump sum payment equal All unvested restricted stock or units granted to the actuarial equivalent (determined by the Company in good faith with assistance of its accountants or actuaries), Executive and all unvested stock options granted to Executive will be immediately vested as of the benefit date on which would have accrued under the Zxxx Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if: (1) the 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 is terminated. Further, all vested stock options granted to Executive, including those vested by reason of the Company terminated preceding sentence, will remain exercisable for ninety (“Measurement Period”); (290) during each Plan Year in the Measurement Period the Executive earned benefit points equal days after such termination of Executive’s employment, subject to the highest number earlier expiration of the benefit points earned by term of 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 his employment with the Company terminated; and (3) the Executive’s final average pay during the Measurement Period is the greater of his monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of his termination of employmentstock options.

Effect of Change of Control. As used herein, a “Change in Control” shall be deemed to have occurred if any person or entity other than IndyMac Bank Corp., Inc. becomes the beneficial owner, as defined in Rule 13d-3 under the Exchange Act, of more than 50% of the combined voting power of the outstanding stock of Employer, or acquires all or substantially all of the assets of Employer. If a Change in Control should occur during the term of this Agreement, and should Officer’s employment be terminated within one (a1) year following the Change in Control (i) by reason of Officer’s Disability or Death, or (ii) either for No Cause or because this Agreement expires and is not renewed by Employer or its successor on terms that are substantially comparable to the terms of this Agreement, then all outstanding stock options or similar awards previously granted to Officer under Section 4.3 that have not already vested shall vest on the Termination Date. If a Change in Control should occur during the term of this Agreement, and should Officer’s employment continue without termination beyond the first anniversary of the Change in Control, then all outstanding stock options or similar awards previously granted to Officer under Section 4.3 that have not already vested shall vest upon the first anniversary of the Change in Control. If a Change in Control should occur during the term of this Agreement, and should Officer’s employment be terminated within two (2) years following a “the Change of Control” (as hereinafter defined), the Executive terminates his employment with the Company in Control either for Good Reason (as hereinafter defined) or the Company terminates the Executive’s employment for any reason other than No Cause or disability, the Company shall pay because this Agreement expires and is not renewed by Employer or its successor on terms that are substantially comparable to the Executive: terms of this Agreement, then Officer shall be entitled, in addition to the foregoing and in lieu of any other benefits described elsewhere in this Agreement, to (i) an amount equal to three (3) times the Executive’s Base Salary as of the date of termination; any accrued but unpaid vacation benefits, (ii) an amount equal to three (3) times the average annual cash bonus paid to the Executive for the two (2) fiscal years immediately preceding the date of termination; any other Vested Benefits, (iii) all benefits under payment of Officer’s base salary through the CompanyTermination Date, (iv) continuation of Officer’s various benefit plansbase salary, including group healthcareincreased by 100%, dentalfor a period of twelve (12) months following the Termination Date, life and the Company(v) payment of Officer’s Executive Car Program incentive compensation award, without proration, for the year in which Officer was terminated, also increased by 100%, within fifteen (15) days of Officer’s Termination Date, (vi) the additional benefit described in Section 5.2.9, if allowed by law, and (vii) continuation, for a period equal to thirty-six of twelve (3612) months from following the date Termination Date, of termination, provided that the continued participation of the Executive is possible under the general terms and provisions of such plans. If the Executive’s participation in any such plan is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plan or, alternatively at the option of the Company, reimburse the Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that in either case the Executive shall pay equivalent to the Companylife, or provide a credit against the Companydisability and medical insurance policies maintained by Employer on behalf of Officer and Officer’s reimbursement obligation forspouse and dependents, the amount equal to the premiumsif any, or portion thereof, that the Executive was required to pay to maintain such benefits immediately prior to the date Notice of termination of employment. FurtherTermination, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced but only to the extent such coverage or that Officer is not entitled to comparable benefits are otherwise provided by or available from any other employer of the Executive; and (iv) 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 Zxxx Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if: (1) the 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”); (2) 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 his employment with the Company terminated; and (3) the Executive’s final average pay during the Measurement Period is the greater of his monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of his termination of employment.

Effect of Change of Control. (a) If within two (2) years following In the event of a “Change of Control” (, Executive immediately shall be entitled to a Change of Control Benefit as hereinafter defined), the Executive terminates his employment with the Company for Good Reason (as hereinafter defined) or the Company terminates the Executive’s employment for any reason other than Cause or disability, the Company shall pay to the Executivefollows: (i) an amount equal to three (3) times the Executive’s 's Base Salary over a 12 month period, payable in installments as of normal payroll over the 24 months following the date of termination; the Change of Control ; (ii) an the payment of the maximum amount equal Executive may earn as a Year-End Bonus; (iii) any unpaid portion of the Year-End Bonus for prior calendar years, accrued and unpaid vacation pay, unreimbursed expenses incurred and any other benefits owed to three Executive pursuant to any written employee benefit plan or policy of the Company; (3vi) times the average annual cash bonus paid to vested portion of Executive's stock options and the acceleration and immediate vesting of any unvested portion of Executive's stock options; and (v) continued coverage during the 12 month period following the date of the Change in Control under the Company's employee medical and life insurance plans. Executive for the shall have two (2) fiscal years immediately preceding the date of termination; (iii) all benefits under the Company’s various benefit plans, including group healthcare, dental, life and the Company’s Executive Car Program for the period equal to thirty-six (36) months from the date of termination, provided that the continued participation Change of Control to exercise all vested stock options. Payment of the Executive is possible under Change of Control Benefit shall not otherwise affect the general terms and provisions conditions of such plansthis Agreement and its Exhibits, all of which shall remain in full force and effect. If Without limiting the Executive’s participation in any such plan is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plan or, alternatively at the option generality of the Companyforegoing, reimburse the Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that in either case the Executive shall pay to the Company, or provide after a credit against the Company’s reimbursement obligation for, the amount equal to the premiums, or portion thereof, that the Executive was required to pay to maintain such benefits prior to the date of termination of employment. Further, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced to the extent such coverage or benefits are otherwise provided by or available from any other employer of the Executive; and (iv) 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 Zxxx Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if: (1) the 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”); (2) 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 his employment with the Company terminated; and (3) the Executive’s final average pay during the Measurement Period is the greater of his monthly Base Salary on the date of (a) a Potential Change of Control, Executive shall be employed as the President and Chief Executive Officer of the Company until this Agreement is terminated pursuant to the provisions of Section 6 hereof (bincluding termination by Executive pursuant to Section 6(a) on 60 days notice). Executive shall be entitled to the compensation and benefits provided for in Section 5 until this Agreement is terminated to the same extent as if there had been no Change of Control or (cControl. Upon termination, Executive and Company shall be released from any further duties and responsibilities under this Agreement, except as set forth in this Section 9(b) the date and in Sections 7, 8 and 10 of his termination of employmentthis Agreement and as set forth in Exhibits A and B hereto.

Effect of Change of Control. (a) If within two at any time prior to January 31, 2005 the Company shall have entered into a definitive agreement in respect of a Change of Control or a Change of Control shall have occurred, then (2) years following a “assuming the Executive has not voluntarily terminated the Agreement for other than Good Reason and the Company has not terminated the Agreement for Cause, in either case prior to the Change of Control” (as hereinafter defined), ) the Executive terminates his employment with the Company for Good Reason (as hereinafter defined) or the Company terminates the Executive’s employment for any reason other than Cause or disability, the Company shall pay to the Executive: (i) an amount equal to three (3) times the Executive’s Base Salary as of the date of termination; (ii) an amount equal to three (3) times the average annual cash bonus paid to the Executive for the two (2) fiscal years immediately preceding the date of termination; (iii) all benefits under the Company’s various benefit plans, including group healthcare, dental, life and the Company’s Executive Car Program for the period equal to thirty-six (36) months from the date of termination, provided that the continued participation of the Executive is possible under the general terms and provisions of such plans. If the Executive’s participation in any such plan is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been be entitled to receive under such plan or, alternatively at the option "Change of the Company, reimburse the Executive for the reasonable actual costs of purchasing Control Payment" (as defined herein) (subject to offset as set forth in the marketplace substantially similar benefits; providedlast clause of Section 11(b) herein, however, that in either case the Executive shall pay to the Company, or provide a credit against the Company’s reimbursement obligation for, the amount equal to the premiums, or portion thereof, that the Executive was required to pay to maintain such benefits prior to the date of termination of employment. Further, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced to the extent such coverage or benefits are otherwise provided by or available from any other employer of the Executive; and (ivif applicable) 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 Zxxx Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if: (1) the 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”); (2) 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 his employment with the Company terminated; and (3) the Executive’s final average pay during the Measurement Period is the greater of his monthly Base Salary on the date of (a) the occurrence or consummation of a Potential Change of Control, (b) Control irrespective of whether the Term has expired or has terminated by reason of the Company's termination of the Agreement without Cause or the Executive's termination of the Agreement for Good Reason. Upon the Executive's receipt of the Change of Control Payment in full (subject to offset as set forth in the last clause of Section 11(b) herein, if applicable), the Agreement shall be terminated automatically and the Executive shall no longer be entitled to any further payments described herein except for payments required to be made pursuant to the SERP and reimbursements contemplated by Section 5(e) of the Agreement; the Executive shall continue his participation in the Corporate Plan and the Awards in accordance with the provisions thereof; and the Executive shall be entitled to continue coverage under the medical and dental plans maintained by the Company on the terms set forth in Section 5(c) hereof. The payment contemplated by this Section 12(a) shall not be duplicative to the payment contemplated by Section 11(b) herein. (b) If at any time prior to the Carryover Determination Date the Company shall have entered into a definitive agreement in respect of a Change of Control or a Change of Control shall have occurred, then the Executive shall (assuming the Executive has not voluntarily terminated the Agreement for other than Good Reason or the Company has not terminated the Agreement for Cause, in either case prior to the Change of Control) be entitled to elect, at his option, to receive either the Change of Control Payment or the Carryover Change of Control Payment (as defined herein) (subject to offset as set forth in the last clause of Section 11(b) herein, if applicable) on the date of the occurrence or consummation of a Change of Control irrespective of whether the Term has previously expired or terminated by reason of the Company's termination of the Agreement without Cause or the Executive's termination for Good Reason. Upon the Executive's receipt of either the Change of Control Payment or the Carryover Change of Control Payment in full (subject to offset as set forth in the last clause of Section 11(b) herein, if applicable), the Agreement shall be terminated automatically and the Executive shall no longer be entitled to any further payments described herein except for payments as required to be made pursuant to the SERP and reimbursements of expenses contemplated by Section 5(e) of the Agreement; and the Executive shall continue his participation in the Corporate Plan and the Awards in accordance with the provisions thereof; and the Executive shall be entitled to continue coverage under the medical and dental plans maintained by the Company on the terms set forth in Section 5(c) hereof. The payment contemplated by this Section 12(b) shall not be duplicative to the payment contemplated by Section 11(b) herein. (c) Notwithstanding any other provision herein, the date Executive shall not receive both the Change of his termination Control Payment provided in Section 12(a) and the Carryover Change of employmentControl Payment provided in Section 12(b). (d) For purposes of the Agreement, the following terms shall have the following meanings:

Effect of Change of Control. (a) If within two (2) years following a “Change of Control” Control (as hereinafter defined), the Executive terminates his her employment with the Company for Good Reason (as hereinafter defined) or the Company terminates the Executive’s employment for any reason other than for Cause (as defined in Section 4(b)) or disabilitya Disability Event, the Company shall pay to to, and provide for, Executive the Executivefollowing payments and benefits: (i) an An amount equal to three (3) times the sum of Executive’s Base Salary and Target Bonus as of the date of termination; (ii) an amount equal to three (3) times the average annual cash bonus paid to the Executive for the two (2) fiscal years immediately preceding the date of termination; (iii) all All benefits under the Company’s various benefit plans, including group healthcare, dental, and life and the Company’s Executive Car Program for the period equal to thirty-six (36) months from the date of termination, provided that the continued participation of the Executive is possible under the general terms and provisions of such plans. If the Executive’s participation in any such plan is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plan or, alternatively at the option of the Company, reimburse the Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that in either case the Executive shall pay to the Company, or provide a credit against the Company’s reimbursement obligation for, the amount equal to the premiums, or portion thereof, that the Executive was required to pay to maintain such benefits prior to the date of termination of employment. Further, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced to the extent such reasonably comparable coverage or benefits are otherwise provided by or available from any other employer of the Executive; and (iviii) a lump sum payment equal All unvested restricted stock or units granted to Executive and all unvested stock options granted to Executive will be immediately vested. Further, all vested stock options granted to Executive, including those vested by reason of the preceding sentence, will remain exercisable for ninety (90) days after such termination of Executive’s employment, subject to the actuarial equivalent (determined by the Company in good faith with assistance of its accountants or actuaries), earlier expiration of the benefit which would have accrued under the Zxxx Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if: (1) the Executive remained a participant in the SERP for the three (3) year period commencing on the first day term of the SERP’s plan year (“Plan Year”) in which the Executive’s employment with the Company terminated (“Measurement Period”); (2) 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 his employment with the Company terminated; and (3) the Executive’s final average pay during the Measurement Period is the greater of his monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of his termination of employmentstock options.

Effect of Change of Control. (a) If within two one (21) years year following a “Change of Control” (as hereinafter defined), the Executive terminates his Executive’s employment with the Company for “Good Reason Reason” (as hereinafter defined) or the Company terminates the Executive’s 's employment for any reason other than Cause Cause, death, disability (as defined in Section 4(e)), or disabilitythe expiration of the Term (as provided in Section 4(f)), the Company shall pay to the Executive in a lump sum within thirty (30) days following Executive: 's termination of employment: (i) an amount equal to three the pro-rata portion of Executive’s Base Salary (3as in effect as of the date of Executive’s termination) times otherwise payable had Executive remained employed with the Company from the date of termination through March 31, 2017; (ii) an amount equal to one-half the Executive’s 's Base Salary as of the date of termination; ; and (iiiii) if such termination occurs before the date of the Company’s filing with the United States Securities and Exchange Commission of its Annual Report on Form 10-K for the fiscal year ending October 1, 2016, an amount equal to three (3) times the average annual cash bonus paid to Incentive Compensation received by the Executive for the two (2) most recent fiscal years immediately preceding year prior to Executive’s termination. In addition, to the date of termination; (iii) all benefits extent permitted under the Company’s various benefit plans, including group healthcare, dental, life and the Company’s Executive Car Program for the period equal to thirty-six (36) months from the date of termination, provided that the continued participation terms of the Executive is possible under the general terms and provisions of such various plans. If the Executive’s participation in any such plan is barred, the Company shall arrange continue to provide the Executive with benefits coverage under the Company's various welfare and benefit plans, including retirement and group healthcare, dental and life in which Executive participates at the time of termination, through September 30, 2017, at coverage levels and rates substantially similar equal to those which applicable to Executive immediately prior to such termination. A condition to Executive's receipt of any amounts pursuant to this Section 6(a) shall be Executive's execution and delivery of a general release as described in Section 5(e) above, and the expiration of any revocation period therein, on or before the 30th day after the date of Executive's termination from employment. Executive would otherwise have been acknowledges and agrees that she will not be entitled to receive under such plan or, alternatively at the option of the Company, reimburse the Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that in either case the Executive shall pay to the Company, or provide a credit against any Incentive Compensation based on the Company’s reimbursement obligation forperformance in the fiscal year ending October 1, the amount equal to the premiums2016, or portion thereof, that the Executive was required to pay to maintain such benefits prior to the date of termination of employment. Further, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced to the extent such coverage or benefits are otherwise provided by or available from any other employer of the Executive; and (iv) 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 Zxxx Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if: (1) the 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 she is not employed with the Company terminated (“Measurement Period”); (2) 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 his employment with the Company terminated; and (3) the Executive’s final average pay during the Measurement Period is the greater of his monthly Base Salary on the date of (a) a Potential Change the Company’s filing with the United States Securities and Exchange Commission of Controlits Annual Report on Form 10-K for the fiscal year ending October 1, (b) the Change of Control or (c) the date of his termination of employment2016.

Effect of Change of Control. In the event that, within twelve (a12) If within two (2) years months following a “Change of Control” , either: (as hereinafter defined)i) Employee’s employment is terminated without Cause, the Executive or (ii) Employee terminates his employment with for Good Reason, then Employee 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 Employee has been given a copy of the Release, and the expiration of the revocation period for Good Reason such Release has become irrevocable by its terms within 7 days following the date the Employee returns the executed Release to the Company, (A) the Prorated Bonus Payment; (B) the Prorated Plan Benefit; (C) provided the Employee timely elects to continue health insurance benefits under the federal law known as hereinafter defined) or the Company terminates the Executive’s employment for any reason other than Cause or disabilityCOBRA, the Company shall pay the cost of family health insurance coverage at the same rate the Company contributed for the Employee’s family health insurance coverage prior to the Executive: Employee’s termination of employment with the Company until the earlier of twelve (i) an amount equal to three (3) times the Executive’s Base Salary as of the date of termination; (ii) an amount equal to three (3) times the average annual cash bonus paid to the Executive for the two (2) fiscal years immediately preceding the date of termination; (iii) all benefits under the Company’s various benefit plans, including group healthcare, dental, life and the Company’s Executive Car Program for the period equal to thirty-six (3612) months from or the date loss of termination, provided that the continued participation of the Executive is possible under the general terms and provisions of such plans. If the Executive’s participation in any such plan is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plan or, alternatively at the option of the Company, reimburse the Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefitsCOBRA entitlement; provided, however, that the Employee shall be responsible for the cost of any continuation coverage under COBRA that extends beyond twelve (12) months; (D) his Base Salary in either case effect at termination, for six (6) months, payable in accordance with the Executive shall pay normal payroll practices of the Company (the “Change of Control Severance Benefit”), provided, however, that during the Employee’s first year of employment with the Company (and subject to the Company, or provide a credit against the CompanyEmployee’s reimbursement obligation forcontinued employment for one full year), the Change of Control Severance Benefit shall increase every two months by an amount equal to the premiums, or portion thereof, that the Executive was required to pay to maintain such benefits prior to the date amount of Employee’s Base Salary in effect at termination of employment. Further, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced to the extent such coverage or benefits are otherwise provided by or available from any other employer of the Executive; and (iv) 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 Zxxx Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if: for one (1) month, such that, following one full year of employment, the Executive remained a participant in the SERP for the three Change of Control Severance Benefit shall equal (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”); (2) 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 his employment with the Company terminated; and (3and be capped at) the ExecutiveEmployee’s final average pay during the Measurement Period is the greater of his monthly Base Salary in effect at termination for twelve (12) months; and (E) the vesting of all stock option grants set forth on Exhibit A, regardless of date or condition of vesting. If, upon 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 his Employee’s termination of employmentemployment as described in this Section 5(f) or otherwise in connection with a Change of Control, except as set forth in this Section 5(f), the Employee shall have no further rights to any compensation or any other benefits under this Agreement.

Effect of Change of Control. In the event that, within twelve (a12) If within two (2) years months following a “Change of Control” , either: (as hereinafter defined)i) Executive’s employment is terminated without Cause, the or (ii) Executive terminates 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 disabilityresignation from the Board in accordance with Section 5(g) 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: ’s termination of employment with the Company until the earlier of twelve (i) an amount equal to three (3) times the Executive’s Base Salary as of the date of termination; (ii) an amount equal to three (3) times the average annual cash bonus paid to the Executive for the two (2) fiscal years immediately preceding the date of termination; (iii) all benefits under the Company’s various benefit plans, including group healthcare, dental, life and the Company’s Executive Car Program for the period equal to thirty-six (3612) months from or the date loss of termination, provided that the continued participation of the Executive is possible under the general terms and provisions of such plans. If the Executive’s participation in any such plan is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plan or, alternatively at the option of the Company, reimburse the Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefitsCOBRA entitlement; provided, however, that in either case the Executive shall pay to be responsible for the Companycost of any continuation coverage under COBRA that extends beyond twelve (12) months; (D) his Base Salary in effect at termination, or provide a credit against the Company’s reimbursement obligation forfor eighteen (18) months, the amount equal to the premiums, or portion thereof, that the Executive was required to pay to maintain such benefits prior to the date of termination of employment. Further, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced to the extent such coverage or benefits are otherwise provided by or available from any other employer of the Executive; and (iv) payable in a lump sum payment equal to the actuarial equivalent within thirty (determined by the Company in good faith with assistance of its accountants or actuaries), of the benefit which would have accrued under the Zxxx Delaware, Inc. Supplemental Executive Retirement Plan 30) days; and (“SERP”) if: (1E) the Executive remained a participant in vesting of all stock option grants set forth on Exhibit A, regardless of date or condition of vesting. If, upon 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”); (2) 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 his employment with the Company terminated; and (3) the Executive’s final average pay during the Measurement Period is the greater of his 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 his Executive’s termination of employmentemployment as described in this Section 5(f) or otherwise in connection with a Change of Control, except as set forth in this Section 5(f), 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 (2) years following a “Change of Control” (as hereinafter defined), the Executive terminates his employment with the Company for Good Reason (as hereinafter defined) or the Company terminates the Executive’s employment for any reason other than Cause or disabilitya Disability Event, the Company shall pay to the Executive:, in the case of clause (i), (ii) and (iv), and make available to the Executive, in the case of clause (iii): (i) an amount equal to three (3) times the Executive’s Base Salary as of the date of termination; (ii) an amount equal to three (3) times the average Executive’s target annual cash bonus paid to the Executive for the two (2) fiscal years immediately preceding year during which the date of terminationtermination occurs; (iii) all benefits under the Company’s various benefit plans, including group healthcare, dental, life and the Company’s Executive Car Program for the period equal to thirty-six (36) months from the date of termination, provided that the continued participation of the Executive is possible under the general terms and provisions of such plans. If the Executive’s participation in any such plan is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plan or, alternatively at the option of the Company, reimburse the Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that in either case the Executive shall pay to the Company, or provide a credit against the Company’s reimbursement obligation for, the amount equal to the premiums, or portion thereof, that the Executive was required to pay to maintain such benefits prior to the date of termination of employment. Further, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced to the extent such coverage or benefits are otherwise provided by or available from any other employer of the Executive; and (iv) 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 Zxxx Zale Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if: (1) the 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”); (2) 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 his employment with the Company terminated; and (3) the Executive’s final average pay during the Measurement Period is the greater of his monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of his termination of employment; provided, however, that the amount paid to Executive pursuant to this clause (iv) shall not exceed his accrued benefit under the SERP as of December 31, 2004, except to the extent that such excess is pursuant to a new supplemental executive retirement plan adopted by the Company subsequent to such date.

Effect of Change of Control. As used herein, a “Change in Control” shall be deemed to have occurred if any person or entity other than IndyMac Bank Corp., Inc. becomes the beneficial owner, as defined in Rule 13d-3 under the Exchange Act, of more than 50% of the combined voting power of the outstanding stock of Employer, or acquires all or substantially all of the assets of Employer. If a Change in Control should occur during the term of this Agreement, and should Officer’s employment be terminated within one (a1) year following the Change in Control (i) by reason of Officer’s Disability or Death, or (ii) either for No Cause or because this Agreement expires and is not renewed by Employer or its successor on terms that are substantially comparable to the terms of this Agreement, then all outstanding stock options or similar awards previously granted to Officer under Section 4.3 that have not already vested shall vest on the Termination Date. If a Change in Control should occur during the term of this Agreement, and should Officer’s employment continue without termination beyond the first anniversary of the Change in Control, then all outstanding stock options or similar awards previously granted to Officer under Section 4.3 that have not already vested shall vest upon the first anniversary of the Change in Control. If a Change in Control should occur during the term of this Agreement, and should Officer’s employment be terminated within two (2) years following a “the Change of Control” (as hereinafter defined), the Executive terminates his employment with the Company in Control either for Good Reason (as hereinafter defined) or the Company terminates the Executive’s employment for any reason other than No Cause or disability, the Company shall pay because this Agreement expires and is not renewed by Employer or its successor on terms that are substantially comparable to the Executive: terms of this Agreement, then Officer shall be entitled, in addition to the foregoing and in lieu of any other benefits described elsewhere in this Agreement, to (i) an amount equal to three (3) times the Executive’s Base Salary as of the date of termination; any accrued but unpaid vacation benefits, (ii) an amount equal to three (3) times the average annual cash bonus paid to the Executive for the two (2) fiscal years immediately preceding the date of termination; any other Vested Benefits, (iii) all benefits under payment of Officer’s base salary through the CompanyTermination Date, (iv) continuation of Officer’s various benefit plansbase salary, including group healthcareincreased by 100%, dentalfor a period of twelve (12) months following the Termination Date, life and the Company(v) Officer’s Executive Car Program incentive compensation award, without proration, for the year in which Officer was terminated, also increased by 100%, (vi) the additional benefit described in Section 5.2.9, if allowed by law, and (vii) continuation, for a period equal to thirty-six of twelve (3612) months from following the date Termination Date, of termination, provided that the continued participation of the Executive is possible under the general terms and provisions of such plans. If the Executive’s participation in any such plan is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plan or, alternatively at the option of the Company, reimburse the Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that in either case the Executive shall pay equivalent to the Companylife, or provide a credit against the Companydisability and medical insurance policies maintained by Employer on behalf of Officer and Officer’s reimbursement obligation forspouse and dependents, the amount equal to the premiumsif any, or portion thereof, that the Executive was required to pay to maintain such benefits immediately prior to the date Notice of termination of employment. FurtherTermination, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced but only to the extent such coverage or that Officer is not entitled to comparable benefits are otherwise provided by or available from any other employer of the Executive; and (iv) 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 Zxxx Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if: (1) the 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”); (2) 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 his employment with the Company terminated; and (3) the Executive’s final average pay during the Measurement Period is the greater of his monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of his termination of employment.

Effect of Change of Control. (a) If within two (2) years following a “Change of Control” (as hereinafter defined), the Executive terminates his employment with the Company for Good Reason (as hereinafter defined) or the Company terminates the Executive’s employment for any reason other than Cause or disability, the Company shall pay to the Executive: (i) an amount equal to three (3) times the Executive’s Base Salary as of the date of termination; (ii) an amount equal to three (3) times the average annual cash bonus paid to the Executive for the two (2) fiscal years immediately preceding the date of termination; (iii) all benefits under the Company’s various benefit plans, including group healthcare, dental, life and the Company’s Executive Car Program for the period equal to thirty-six (36) months from the date of termination, provided that the continued participation of the Executive is possible under the general terms and provisions of such plans. If the Executive’s participation in any such plan is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plan or, alternatively at the option of the Company, reimburse the Executive for the reasonable actual costs of purchasing in the marketplace substantially similar benefits; provided, however, that in either case the Executive shall pay to the Company, or provide a credit against the Company’s reimbursement obligation for, the amount equal to the premiums, or portion thereof, that the Executive was required to pay to maintain such benefits prior to the date of termination of employment. Further, any insurance or other benefits and benefits coverage provided pursuant hereto shall be limited and reduced to the extent such coverage or benefits are otherwise provided by or available from any other employer of the Executive; and (iv) 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 Zxxx Zale Delaware, Inc. Supplemental Executive Retirement Plan (“SERP”) if: (1) the 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”); (2) 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 his employment with the Company terminated; and (3) the Executive’s final average pay during the Measurement Period is the greater of his monthly Base Salary on the date of (a) a Potential Change of Control, (b) the Change of Control or (c) the date of his termination of employment.