AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 2, dated as of March 5, 1997, to the Employment Agreement,
dated as of January 3, 1995 (as previously amended by the Amendment to
Employment Agreement dated as of May 17, 1995, the "Employment Agreement") by
and among Finlay Enterprises, Inc., a Delaware corporation, Finlay Fine Jewelry
Corporation, a Delaware corporation, 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. The provisions of Section 1 of the Employment Agreement shall be amended
so that the ending date is January 31, 2001.
2. The provisions of Section 5(b) of the Employment Agreement shall be
amended so that the following sentence is inserted at the end of said paragraph:
"The Company shall pay additional compensation to the Executive to hold
him harmless from any income taxes he may owe as a result of the premiums
paid by the Company with respect to any and all life insurance provided
under this paragraph and as a result of such additional compensation."
3. The existing provisions of Section 6 of the Employment Agreement shall
become a sub-paragraph (a) of such Section and a new sub-paragraph (b) added as
follows:
"(b) In addition to expenses reimbursable pursuant to paragraph (a) above,
the Company shall reimburse Executive for the use, for business purposes,
of an automobile purchased by or leased to him, including all expenses
of purchase, lease, operation, maintenance and insurance thereof, in the
amount of up to $15,000 per year."
4. Section 7(b) of the Employment Agreement shall be, and hereby is amended
so that the reference (appearing on the eighteenth line of such Section) to
"7.92%" shall be modified effective as of the date hereof to "6.92%". The
parties agree that a corresponding change shall be made to the interest rate
reference in the Note.
5. 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 No. 2 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 No. 2 and such other
documents supersede all prior agreements and understandings between the parties
with respect to such subject matter.
6. 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.
7. Terms defined in the Employment Agreement and not otherwise defined
herein shall have the meanings set forth in the Employment Agreement.
8. This Amendment No. 2 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, as amended, among the Parent, Finlay, General Electric Capital
Corporation, individually and as agent for the lenders named therein (the
"Lenders") and the Lenders, as amended; and (b) consent under the Amended and
Restated Stockholders' Agreement, dated as of March 6, 1995, among the Parent
and certain stockholders of the Parent.
IN WITNESS WHEREOF, the parties hereto have signed this Amendment No. 2 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
