AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
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AMENDMENT NO. 2, dated as of July 1, 1997, to the employment
agreement dated May 26, 1993 (as heretofore and hereafter amended, modified or
supplemented from time to time in accordance with its terms, the "Employment
Agreement"), by and between Finlay Fine Jewelry Corporation, a Delaware
corporation (the "Corporation"), and Xxxxx X. Xxxxxxxxx (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) The preamble to the Employment Agreement shall be amended by
deleting the clause ", President and Chief Executive Officer" from the third
"WHEREAS" clause therein.
(b) Section 2(a) of the Employment Agreement shall be amended
by deleting the clause ", President and Chief Executive Officer" from the second
sentence thereof.
(c) Section 2(b) of the Employment Agreement shall be amended
by deleting the clause ", President and Chief Executive Officer" in the first
sentence thereof.
(d) Each of Section 8(c)(i) and (ii) shall be amended by
deleting the clause ", President and Chief Executive Officer" therefrom.
(e) A new Section 8(c)A shall be added to the Employment
Agreement immediately after the text of Section 8(c) thereof, which shall read
in its entirety as follows:
"8(c)A. The Executive may elect to terminate his employment
hereunder and such termination shall be deemed to be a termination
of his employment without "cause" in the event Executive commences
service, whether on a full-time or part-time basis, as an officer,
director, commissioner, employee or assumes any other position with
a federal, state, municipal or other governmental,
quasi-governmental or regulatory agency, commission or other
authority, or assumes any other public or political office."
(f) The provisions of Section 9(b) of the Employment Agreement
shall be amended so that the clause "or Section 8(c)A above" is inserted in the
first sentence thereof immediately after the clause "Section 8(c) above".
(g) The provisions of this Paragraph 1 shall be effective as
of January 30, 1996.
2. (a) Section 2(a) of the Employment Agreement shall be amended by
deleting the date "January 31, 1998" in the first sentence thereof and
substituting therefor the date "January 31, 1999" and Section 8(a) of the
Employment Agreement shall be amended by deleting the date "January 31, 1998" in
clause (iv) thereof and substituting therefor the date "January 31, 1999."
(b) Except as expressly set forth herein, the Executive shall
have no other title with the Corporation or any affiliate thereof.
(c) The provisions of this Paragraph 2 shall be effective as
of July 1, 1997.
3. Upon expiration of the term of the Employment Agreement on
January 31, 1999, the Executive shall be appointed Chairman Emeritus of
Enterprises and shall be retained in such capacity for a period of two years
thereafter.
4. Except as amended hereby, the Employment Agreement shall remain
in full force and effect, without change or modification.
5. 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.
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IN WITNESS WHEREOF, the parties hereto have signed this
Amendment as of the day and year first above written.
FINLAY FINE JEWELRY CORPORATION
By _____________________________
Name:
Title:
The undersigned agrees to
and accepts the foregoing
amendment:
FINLAY ENTERPRISES, INC.
By: ____________________
Name:
Title:
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