AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT, dated as of May 17, 1995, to the employment agreement (the
"Employment Agreement"), dated as of January 3, 1995, by and among Finlay
Enterprises, Inc., a Delaware corporation (the "Parent"), Finlay Fine Jewelry
Corporation, a Delaware corporation ("Finlay"), and Xxxxxx X. Xxxxxx (the
"Executive").
W I T N E S S E T H :
WHEREAS, the parties hereto mutually desire to amend certain provisions of
the Employment Agreement;
NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:
1. A new Section 8A shall be added to the Employment Agreement immediately
after the text of Section 8 thereof, which shall read in its entirety as
follows:
"8A. Additional Provisions Regarding Purchased Shares and Option
Shares. Notwithstanding the provisions of Sections 7(e) and 8(g) hereof,
the Executive shall have the right to sell an amount equal to not more than
15% of each of the Purchased Shares and Option Shares (including Option
Shares represented by vested but unexercised Options held by the Executive)
('Diluted Option Shares') during each of Fiscal Year 1996 (including, for
purposes hereof, the period January 3, 1996 through February 1, 1997) and
Fiscal Year 1997 and not more than 35% of each of the Purchased Shares and
Diluted Option Shares during each of the Parent's 1998 and 1999 fiscal
years, such amounts to be inclusive of all sales, public or private, of the
Executive's stock of the Parent, it being agreed that the permitted amount
of sales of such stock during any Fiscal Year or fiscal year shall be
cumulated in the event the maximum amount of permitted sales hereunder in
any prior year are not made.
"In connection with the foregoing, the Parent, at the Executive's request
and at the Parent's expense, agrees to register, from time to time, the offer
and sale of the Purchased Shares and Option Shares referred to above to enable
the Executive to sell such shares (subject to applicable legal limitations,
restrictions set forth in this Agreement and restrictions from the underwriters
of the Parent's April 1995 public offering of Common Stock). The obligation of
the Parent to register such shares shall cease upon the earlier to occur of: (i)
the date when the Executive is able to sell all of such shares pursuant to Rule
144 (subject to no volume limitations) and (ii) the end of the Parent's 1999
fiscal year. The Executive agrees to provide to the Parent sufficient advance
written notice of any sale the Executive wishes to make in order to allow the
Parent to file the necessary documents with the Securities and Exchange
Commission, and applicable state securities authorities, to register the offer
and sale of such shares under the Securities Act of 1933, as amended, and
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applicable state securities or 'blue sky' laws. It is further agreed that no
registration statement which the Executive requests in respect of the Purchased
Shares need be filed prior to February 1, 1996, and the Executive shall not sell
any Purchased Shares or Option Shares prior to February 1, 1996."
2. (a) The provisions of Sections 7(e)(i) and 8(g)(i) shall be deleted from
the Employment Agreement and the phrase "[intentionally omitted]" shall be
inserted in lieu thereof.
(b) The provisions of Section 7(g) of the Employment Agreement shall be
amended so that the clause "or Section 8A hereof" is inserted in the first
sentence thereof immediately after the clause "prior to any sale of Purchased
Shares permitted under paragraph (e)".
(c) The provisions of Section 8(h) of the Employment Agreement shall be
amended so that the clause "or Section 8A hereof" is inserted in the first
sentence thereof immediately after the clause "prior to any sale of Option
Shares permitted under paragraph (g)".
(d) The provisions of Section 9(c)(iv)(A) of the Employment Agreement shall
be amended so that the reference to Section "6 or 8" therein is modified to read
"6, 8 or 8A".
3. Except as amended hereby, the Employment Agreement shall remain in full
force and effect, without change or modification. The Employment Agreement,
together with this Amendment and the other documents referred to in the
Employment Agreement, is intended by the parties as a final expression of their
agreement and understanding in respect of the subject matter contained herein
and therein. The Employment Agreement, this Amendment and such other documents
supersede all prior agreements and understandings between the parties with
respect to such subject matter.
4. This instrument may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
5. Terms defined in the Employment Agreement and not otherwise defined
herein shall have the meanings set forth in the Employment Agreement.
6. This Amendment to Employment Agreement shall become effective upon the
receipt of all required third-party consents, including, without limitation: (a)
consent under the Amended and Restated Credit Agreement, dated as of March 28,
1995, among the Parent, Finlay, General Electric Capital Corporation,
individually and as agent for the lenders named therein (the "Lenders") and the
Lenders; and (b) consent under the Registration Rights Agreement, dated as of
May 26, 1993, among the Parent and certain stockholders of the Parent.
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IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of the
day and year first above written.
/s/Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
FINLAY ENTERPRISES, INC.
By /s/Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Senior Vice President
FINLAY FINE JEWELRY CORPORATION
By /s/Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Senior Vice President
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