RESTATED CERTIFICATE OF INCORPORATION

 

                                       OF

 

                                ZALE CORPORATION

 

                      (As Amended Through November 2, 2001)

 

                  FIRST: The name of the corporation is Zale Corporation (the

"Corporation").

 

                  SECOND: The address of the registered office of the

Corporation in the State of Delaware is 32 Lockerman Square, Suite L-100, City

of Dover, County of Kent, State of Delaware. The name of the registered agent of

the Corporation in the State of Delaware at such address is The Prentice-Hall

Corporation System, Inc.

 

                  THIRD: The purpose of the Corporation is to engage in any

lawful act or activity for which corporations may be organized under the General

Corporation Law of the State of Delaware, as from time to time amended. The

Corporation will have perpetual existence.

 

                  FOURTH: (a) The total number of shares of all classes of stock

which the Corporation shall have authority to issue is 75,000,000 shares,

consisting of:

 

                  (i)      5,000,000 shares of Preferred Stock, par value $.01

                           per share of the Corporation (the "Preferred Stock"),

                           and

 

                  (ii)     70,000,000 shares of Common Stock, par value $.01 per

                           share of the Corporation (the "Common Stock").

 

                  (b) Except as otherwise provided by law, the shares of stock

of the Corporation, regardless of class, may be issued by the Corporation from

time to time in such amounts, for such consideration and for such corporate

purposes as the Board of Directors may from time to time determine; provided,

however, that shares of Preferred Stock (i) may be issued only (x) after the

first annual meeting of stockholders of the Corporation after the Effective Time

(as defined below) and (y) for purposes of a bona fide financing or acquisition

transaction (as determined in good faith by the Board of Directors whose

determination shall be conclusive) and (ii) shall in no event be issuable upon

or in connection with exercise of rights distributed to stockholders of the

Corporation generally.

 

                  (c) Shares of Preferred Stock may be issued, subject to

paragraph (b) of this Article, from time to time in one or more series of any

number of shares as may be determined from time to time by the Board of

Directors, provided that the aggregate number of shares issued and not canceled

of any and all such series shall not exceed the total number of shares of

Preferred Stock authorized by this Certificate of Incorporation. Each series of

Preferred Stock shall be distinctly designated. Except in respect of the

particulars fixed for series by the Board of

 

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Directors as Permitted hereby, all shares shall be alike in every particular,

except that shares of any one series issued at different times may differ as to

the dates from which dividends thereon shall be cumulative. The voting powers of

each such series and the preferences and relative, participating, optional and

other special rights of each such series and the qualifications, limitations and

restrictions thereof, if any, may differ from those of any and all other series

at any time outstanding; and the Board of Directors is hereby expressly granted

authority to fix, in the resolution or resolutions providing for the issue of a

particular series of Preferred Stock, the voting powers of each such series and

the designations, preferences and relative, participating, optional and other

special rights of each such series and the qualifications, limitations and

restrictions thereof to the full extent now or hereafter permitted by this

Certificate of Incorporation and the laws of the State of Delaware.

 

                  (d) Subject to the provisions of applicable law or of the

Bylaws with respect to the fixing of a record date for the determination of

stockholders entitled to vote, and except as otherwise provided by law or by the

resolution or resolutions providing for the issue of any series of Preferred

Stock, the holders of outstanding shares of Preferred Stock shall be entitled to

vote (together with the holders of shares of Common Stock) upon all matters

submitted to a vote of stockholders and will be entitled to one vote for each

share held; provided, however, that the resolution or resolutions providing for

the issue of any series of Preferred Stock shall in no event authorize the

holders of outstanding shares of Preferred Stock (i) to more than one vote for

each share held in respect of any matter submitted to a vote of stockholders or

(ii) to vote as a separate class for a class of directors (x) exceeding 25% of

the entire Board of Directors or (y) having either (1) greater voting powers

than those of any other directors or (2) the right to vote as a separate class

of directors apart from the entire Board of Directors (except to fill vacancies

in such class).

 

                  (e) The Board of Directors of the Corporation may increase the

number of shares of the Preferred Stock designated for any existing series by a

resolution adding to such series authorized and unissued shares of the Preferred

stock not designated for any other series. The Board of Directors of the

Corporation may decrease the number of shares of the Preferred Stock designated

for any existing series by a resolution subtracting from such series authorized

and unissued shares of the Preferred Stock designated for such existing series,

and the Shares so subtracted shall become authorized, unissued and undesignated

shares of the Preferred Stock.

 

                  FIFTH: The number of directors that shall constitute the whole

Board of Directors of the Corporation shall be (i) seven until the first annual

meeting of stockholders after the Effective Time and (ii) thereafter such number

not less than seven nor more than nine as shall be fixed by, or in the manner

provided in, the Bylaws. The names of the persons who are to serve as initial

directors from and after the Effective Time until the next annual meeting of

stockholders and until their successors are elected and qualified or until their

earlier resignation or removal are:

 

         Dean G. Groussman                  Frank E. Grzelecki

         Martin S. Ackerman                 Richard C. Marcus

         J. Glen Adams                      Andrew H. Tisch

 

 

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<PAGE>

         Mark Dickstein

 

Election of directors need not be by written ballot.

 

                  SIXTH: (a) All the powers of the Corporation, insofar as the

same may be lawfully vested by this Certificate of Incorporation in the Board of

Directors, are hereby conferred upon the Board of Directors. In furtherance and

not in limitation of that power, the Board of Directors shall have the power to

make, adopt, alter, amend, and repeal from time to time the Bylaws of the

Corporation, subject to the right of the stockholders entitled to vote with

respect thereto to adopt, alter, amend and repeal Bylaws made by the Board of

Directors, or to make new Bylaws; provided, however, that the Board of Directors

shall not (i) adopt, alter, amend, or repeal the Bylaws of the Corporation

except upon the affirmative vote of at least two-thirds (2/3) of the members of

the Board of Directors at any annual or special meeting of the board, or by

unanimous written consent of the directors; and (ii) adopt any provision of the

Bylaws that is inconsistent with the provisions of this Certificate of

incorporation or the effect of such provisions.

 

                  (b) [INTENTIONALLY OMITTED]

 

                SEVENTH: (a) A director of the Corporation shall not be

personally liable either to the Corporation or any stockholder for monetary

damages for breach of fiduciary duty as a director, except (i) f or any breach

of the director's duty of loyalty to the Corporation or its stockholders, or

(ii) for acts or omissions not in good faith or which involve intentional

misconduct or knowing violation of the law, or (iii) for any matter in respect

of which such director shall be liable under Section 174 of Title 8 of the

General Corporation Law of the State of Delaware or any amendment thereto or

successor provision thereto, or (iv) for any transaction from which the director

shall have derived an improper personal benefit. Neither amendment nor repeal of

this paragraph (a) nor the adoption of any provision of the Certificate of

Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the

effect of this paragraph (a) in respect of any matter occurring, or any cause of

action, suit or claim that, but for this paragraph (a) of this Article, would

accrue or arise, prior to such amendment, repeal or adoption of an inconsistent

provision.

 

                  (b) The Corporation shall indemnify any person who was or is a

party or is threatened to be made a party to, or testifies in, any threatened,

pending or completed action, suit or proceeding, whether civil, criminal,

administrative or investigative in nature, by reason of (i) the fact that such

person is or was a director, officer, employee or agent of the Corporation at

any time after the Commencement Time (as defined below), or is or was serving at

any time after the Commencement Time at the request of the Corporation as a

director, officer, employee or agent of another corporation, partnership, joint

venture, employee benefit plan, trust or other enterprise and (ii) any acts or

omissions by such person in such capacity that occurred after the Commencement

Time, against expenses (including attorneys' fees), judgments, fines and amounts

paid in settlement actually and reasonably incurred by such person in connection

with such action, suit or proceeding to the full extent permitted by law, so

long as such person acted or omitted to act in good faith and in a manner that

such person (x) reasonably believed to be in or

 

 

                                       3

<PAGE>

not opposed to the best interests of the Corporation and (y) with respect to any

criminal action or proceeding, had reasonable cause to believe was lawful;

provided, however, that if a court of competent jurisdiction, after exhaustion

of all appeals therefrom, adjudges such person to be liable to the corporation

for any amount or if such person pays an amount in settlement to the

Corporation, the Corporation may indemnify such person for such amount only with

the approval of such court. The Corporation may adopt Bylaws or enter into

agreements with any such person for the purpose of providing for such

indemnification. "Commencement Time" means 8:00 a.m., C.S.T., on July 21, 1993.

 

                  EIGHTH: Any action required or permitted to be taken by the

stockholders of the Corporation (including any consent or approval of

stockholders of the Corporation required pursuant to paragraph (b) of Article

SIXTH or by the Charter of any Material Subsidiary) shall be effected at an

annual or special meeting of stockholders of the Corporation and may not be

effected by any consent in writing by such stockholders. Special meetings of

stockholders of the corporation may be called only by (a) the Board of Directors

pursuant to a resolution adopted by a majority of the members of the board or

(b) the Chairman of the Board of Directors or (c) the President or Secretary

upon the written request of the holders of at least 25% of the outstanding

shares of the Common Stock.

 

                  NINTH: Notwithstanding any other provisions of this

Certificate of incorporation or any provision of law which might otherwise

permit a lesser vote or no vote, the affirmative vote of the holders of at least

two-thirds (2/3) of the outstanding shares of Common Stock shall be required to

amend, alter, or repeal any provision of Articles FIFTH, EIGHTH or NINTH of this

Certificate of incorporation or adopt any provision inconsistent with such

Articles FIFTH, EIGHTH OR NINTH.

 

                  TENTH: The Corporation expressly elects not to be governed by

Section 203 of the General Corporation Law of the State of Delaware.

 

 

 

AMENDED AND RESTATED

 

CERTIFICATE OF INCORPORATION

 

OF

 

ZALE CORPORATION


 

FIRST: The name of the Corporation is Zale Corporation.

 

SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle.  The name of its registered agent for service of process in the State of Delaware at such address is Corporation Service Company.

 

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended.

 

FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000, all of which shares shall be Common Stock having a par value of $0.01.

 

FIFTH: A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto or (iv) for any transaction from which the director shall have derived an improper personal benefit.  Neither amendment nor repeal of this Article Fifth nor the adoption of any provision of the Certificate of Incorporation inconsistent with this Article Fifth shall eliminate or reduce the effect of this Article Fifth in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article Fifth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

 

[As Filed: 05-30-2014]