Exhibit 10.6(g)
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 3, dated as of July 1, 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, and Amendment No. 2 to
Employment Agreement dated as of March 5, 1997, 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. Section 8A of the Employment Agreement shall be, and hereby
is amended so that the clause "the end of the Parent's 1999 fiscal year" in
clause (ii) of the second paragraph thereof shall be amended to read "the end of
the Parent's 2002 fiscal year".
2. Except as amended hereby, the Employment Agreement remain
in full force and effect, without change or modification. The Employment
Agreement, together with this Amendment No. 3, 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 and this Amendment
No. 3 supersede all prior agreements and understandings between the parties with
respect to such subject matter.
3. 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.
4. Terms defined in the Employment Agreement and not otherwise
defined herein shall have the meanings set forth in the Employment Agreement.
5. This Amendment No. 3 to Employment Agreement shall become
effective upon the receipt of all required third-party consents, including,
without limitation, if necessary: (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 (i) the Amended and Restated Stockholders' Agreement, dated as of
March 6, 1995, among the
Parent and certain stockholders of the Parent and (ii) the Registration Rights
Agreement, dated as of May 26, 1993 by and among the Parent and the other
parties thereto.
IN WITNESS WHEREOF, the parties hereto have signed this
Amendment No. 3 as of the day and year first above written.
/s/Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
FINLAY ENTERPRISES, INC.
By /s/Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
FINLAY FINE JEWELRY CORPORATION
By /s/Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
