EXHIBIT 11 STOCK OPTION AGREEMENT AND LETTER OF GRANT July 28, 1998 Mr. Samuel A. Getz 5420 S.W. 95th Terrace Miami, FL 33156 RE: Stock Option Grant ------------------ Dear Sam: In order to provide additional incentive to you, and in accordance with...Stock Option Agreement • September 15th, 1998 • Jan Bell Marketing Inc • Jewelry, precious metal • Delaware
RECITALSIndemnification Agreement • May 20th, 2002 • Mayors Jewelers Inc/De • Retail-jewelry stores • Delaware
WARRANT AGREEMENT THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. THIS WARRANT AND THE SECURITIES...Warrant Agreement • September 5th, 2002 • Mayors Jewelers Inc/De • Retail-jewelry stores • New York
1 Exhibit 10 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of June 2, 1997 (this "Agreement"), by and between Jan Bell Marketing, Inc., a Delaware corporation (the "Company"), and Isaac Arguetty (the "Executive"). WHEREAS, the Company desires to...Employment Agreement • September 16th, 1997 • Jan Bell Marketing Inc • Jewelry, precious metal • Florida
EXHIBIT 10.1 EMPLOYMENT AGREEMENT (AS AMENDED AND RESTATED AS OF OCTOBER 26, 2001) This Agreement shall be effective as of October 26, 2001 (the "Effective Date") by and between David Boudreau (the "Executive") and Mayor's Jewelers, Inc., a Delaware...Employment Agreement • December 18th, 2001 • Mayors Jewelers Inc/De • Retail-jewelry stores • Florida
February 20, 2004 Henry Birks & Sons Inc. 1240 Phillips Square Montreal, Quebec H3B 3H4 Attn: John Ball Re: PAYMENT OF DIVIDENDS ON SERIES A-1 CONVERTIBLE PREFERRED STOCK AND RELATED MATTERS Dear Mr. Ball: This letter agreement confirms our agreement...Letter Agreement • March 4th, 2004 • Mayors Jewelers Inc/De • Retail-jewelry stores
EXHIBIT 10.22 EMPLOYMENT AGREEMENT This Agreement shall be effective as of October 1, 2002 (the "Effective Date") by and between Joseph A. Keifer, III (the "Executive") and Mayor's Jewelers, Inc., a Delaware corporation (the "Company"). WHEREAS, the...Employment Agreement • December 17th, 2002 • Mayors Jewelers Inc/De • Retail-jewelry stores • Florida
August 16, 2002Investment Agreement • September 5th, 2002 • Mayors Jewelers Inc/De • Retail-jewelry stores
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 20th, 2002 • Mayors Jewelers Inc/De • Retail-jewelry stores • New York
EXHIBIT 10.19 AMENDMENT AGREEMENT ENTERED INTO AS OF THE DAY OF JULY 19TH, 2002 (hereinafter referred to as the "The Amendment Agreement"), BETWEEN: MAYOR'S JEWELERS, INC. a corporation duly incorporated according to the laws of Delaware, having its...Amendment Agreement • December 17th, 2002 • Mayors Jewelers Inc/De • Retail-jewelry stores
1 EXHIBIT 10.2 ================================================================ ================ AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 27, 1998,Merger Agreement • August 10th, 1998 • Jan Bell Marketing Inc • Jewelry, precious metal • Florida
by and amongPurchase Agreement • August 10th, 1998 • Jan Bell Marketing Inc • Jewelry, precious metal • Florida
AMONG CITICORP USA, INC. AND THE OTHER PARTIES HERETO IDENTIFIED AS LENDERS BELOW, AS LENDERS,Loan and Security Agreement • September 15th, 1998 • Jan Bell Marketing Inc • Jewelry, precious metal • New York
EXHIBIT 10.23 EMPLOYMENT AGREEMENT BY AND BETWEEN: MAYOR'S JEWELERS, INC., a corporation duly incorporated according to the laws of the state of Delaware, having its head office at 14051 NW 14th Street, Sunrise, Florida, 33323, USA, herein acting and...Employment Agreement • December 17th, 2002 • Mayors Jewelers Inc/De • Retail-jewelry stores • Florida
EXHIBIT 10.3 AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 3. This Amendment to Amended and Restated Registration Rights Agreement (this "Amendment"), is made by and between Mayor's Jewelers, Inc., a Delaware corporation (the...Registration Rights Agreement • March 4th, 2004 • Mayors Jewelers Inc/De • Retail-jewelry stores
1 EXHIBIT 1 RIGHTS AGREEMENT Agreement, dated as of November 21, 1996, between Jan Bell Marketing, Inc., a Delaware corporation (the "Company"), and SunTrust Bank, Atlanta (the "Rights Agent"). The Board of Directors of the Company has authorized and...Rights Agreement • December 2nd, 1996 • Jan Bell Marketing Inc • Jewelry, precious metal • Delaware
1 EXHIBIT 10 VOTING AND STANDSTILL AGREEMENT, dated as of April 26, 2001 (this "AGREEMENT"), by and among Mayor's Jewelers, Inc., a Delaware corporation (the "COMPANY"), Eliahu Ben-Shmuel, a person residing at 101 S. State Road 7, Suite 201,...Voting and Standstill Agreement • May 2nd, 2001 • Mayors Jewelers Inc/De • Retail-jewelry stores • Florida
EXHIBIT 10 INVESTMENT AGREEMENTInvestment Agreement • August 7th, 2002 • Mayors Jewelers Inc/De • Retail-jewelry stores • New York
WARRANT AGREEMENT THIS AGREEMENT, dated as of December 16, 1993, between Jan Bell Marketing, Inc., a Delaware corporation (the "Company"), and Trust Company Bank, a Georgia corporation (the "Warrant Agent"). W I T N E S S E T H: WHEREAS, in settlement...Warrant Agreement • December 14th, 1995 • Jan Bell Marketing Inc • Jewelry, precious metal • New York
ARTICLE II EFFECTIVE DATE OF AGREEMENTExchange Agreement • March 4th, 2004 • Mayors Jewelers Inc/De • Retail-jewelry stores • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2002 • Mayors Jewelers Inc/De • Retail-jewelry stores • New York
EXHIBIT 10.5 THIRD AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENT, LIMITED WAIVER AND CONSENT THIRD AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENT, LIMITED WAIVER AND CONSENT, dated as of February __, 2004...Revolving Credit, Tranche B Loan and Security Agreement • March 4th, 2004 • Mayors Jewelers Inc/De • Retail-jewelry stores • Massachusetts
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2005 • Mayors Jewelers Inc/De • Retail-jewelry stores • Florida
This Agreement shall be effective as of August 1, 2005 (The “Effective date”) by and between Michael Rabinovitch (the “Executive”) and Mayor’s Jewelers, Inc., a Delaware corporation (the “Company”).
EXHIBIT 10.2 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2004 • Mayors Jewelers Inc/De • Retail-jewelry stores • New York
EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2005 • Mayors Jewelers Inc/De • Retail-jewelry stores • Florida
This Agreement shall be effective as of April 1, 2005 (The “Effective date”) by and between Daisy S. Chin-Lor (the “Executive”) and Mayor’s Jewelers, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT TO MANAGEMENT EXPENSE REIMBURSEMENT AGREEMENTManagement Expense Reimbursement Agreement • June 25th, 2004 • Mayors Jewelers Inc/De • Retail-jewelry stores
THIS AMENDMENT (“Amendment”), is made as of June 15, 2004, by and between MAYOR’S JEWELERS, INC., a Delaware corporation (“Mayor’s”), and HENRY BIRKS & SONS INC., a Canadian corporation (“Birks”).
FOURTH AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENT, LIMITED WAIVER AND CONSENTRevolving Credit, Tranche B Loan and Security Agreement • September 13th, 2004 • Mayors Jewelers Inc/De • Retail-jewelry stores • Massachusetts
FOURTH AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENT, LIMITED WAIVER AND CONSENT, dated as of September 7, 2004 (“Amendment”), by and among MAYOR’S JEWELERS, INC., a Delaware corporation, MAYOR’S JEWELERS OF FLORIDA, INC., a Florida corporation, and each of the other Domestic Subsidiaries parties thereto (collectively, the “Borrowers”), FLEET RETAIL GROUP INC. (f/k/a Fleet Retail Finance Inc.)(“FRGI”), GMAC COMMERCIAL FINANCE LLC (successor in interest to GMAC Business Credit, LLC) (“GMACCF”), as syndication agent (the “Syndication Agent”), BACK BAY CAPITAL FUNDING LLC (the “Tranche B Lender” and collectively with FRGI and GMACCF, the “Lenders”), and FLEET RETAIL GROUP INC. (f/k/a Fleet Retail Finance Inc.), as administrative agent for itself and the Lenders (the “Administrative Agent”).
Tatum CFO Partners, LLP Interim Executive Services AgreementInterim Executive Services Agreement • February 8th, 2005 • Mayors Jewelers Inc/De • Retail-jewelry stores • Georgia
Tatum CFO Partners, LLP (“Tatum”) understands that Mayor’s Jewelers, Inc. (“the Company”) desires to engage a partner of Tatum to serve as interim chief financial officer. This Interim Executive Services Agreement sets forth the conditions under which such services will be provided.
MANAGEMENT CONSULTING SERVICES AGREEMENTManagement Consulting Services Agreement • April 29th, 2004 • Mayors Jewelers Inc/De • Retail-jewelry stores • Delaware
BY AND BETWEEN: Mayor’s Jewelers, Inc., a company incorporated under the laws of Delaware and having its head office at 14051 North West 14th Street, Sunrise, Florida 33323 USA (hereinafter referred to as “Mayor’s”)
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • April 20th, 2005 • Mayors Jewelers Inc/De • Retail-jewelry stores
THIS AMENDMENT TO RIGHTS AGREEMENT (“Amendment”), is made as of April 18, 2005, by and between Mayor’s Jewelers, Inc.. f/k/a Jan Bell Marketing, Inc., a Delaware corporation (the “Company”), and SunTrust Bank, f/k/a SunTrust Bank, Atlanta (the “Rights Agent”).
ARTICLE ONE INTERPRETATIONManagement Expense Reimbursement Agreement • September 5th, 2002 • Mayors Jewelers Inc/De • Retail-jewelry stores • Delaware
SIXTH AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENTRevolving Credit, Tranche B Loan and Security Agreement • May 5th, 2005 • Mayors Jewelers Inc/De • Retail-jewelry stores • Massachusetts
SIXTH AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENT, dated as of May 3, 2005 (this “Amendment”), by and among MAYOR’S JEWELERS, INC., a Delaware corporation, MAYOR’S JEWELERS OF FLORIDA, INC., a Florida corporation, and each of the other Domestic Subsidiaries parties thereto (collectively, the “Borrowers”), FLEET RETAIL GROUP INC. (f/k/a Fleet Retail Finance Inc.)(“FRGI”), GMAC COMMERCIAL FINANCE LLC (successor in interest to GMAC Business Credit, LLC) (“GMACCF”), as syndication agent (the “Syndication Agent”), BACK BAY CAPITAL FUNDING LLC (the “Tranche B Lender” and collectively with FRGI and GMACCF, the “Lenders”), and FLEET RETAIL GROUP INC. (f/k/a Fleet Retail Finance Inc.), as administrative agent for itself and the Lenders (the “Administrative Agent”).
AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2004 • Mayors Jewelers Inc/De • Retail-jewelry stores • Florida
WHEREAS the EMPLOYER is engaged in the business of the operation of a chain of retail stores in Florida, Georgia and certain other states specializing in fine quality jewelry, watches and giftware;
FIRST AMENDMENT TO AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2005 • Mayors Jewelers Inc/De • Retail-jewelry stores
THIS AMENDMENT (“Amendment”), is made as of February 1, 2005, by and between MAYOR’S JEWELERS, INC., a Delaware corporation (the “EMPLOYER”) and THOMAS A. ANDRUSKEVICH, domiciled in New Jersey (the “EXECUTIVE”).
FIFTH AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENTRevolving Credit, Tranche B Loan and Security Agreement • March 8th, 2005 • Mayors Jewelers Inc/De • Retail-jewelry stores • Massachusetts
FIFTH AMENDMENT TO REVOLVING CREDIT, TRANCHE B LOAN AND SECURITY AGREEMENT, dated as of March 4, 2005 (this “Amendment”), by and among MAYOR’S JEWELERS, INC., a Delaware corporation, MAYOR’S JEWELERS OF FLORIDA, INC., a Florida corporation, and each of the other Domestic Subsidiaries parties thereto (collectively, the “Borrowers”), FLEET RETAIL GROUP INC. (f/k/a Fleet Retail Finance Inc.)(“FRGI”), GMAC COMMERCIAL FINANCE LLC (successor in interest to GMAC Business Credit, LLC) (“GMACCF”), as syndication agent (the “Syndication Agent”), BACK BAY CAPITAL FUNDING LLC (the “Tranche B Lender” and collectively with FRGI and GMACCF, the “Lenders”), and FLEET RETAIL GROUP INC. (f/k/a Fleet Retail Finance Inc.), as administrative agent for itself and the Lenders (the “Administrative Agent”).
