0001193125-06-149161 Sample Contracts

AMENDED AND RESTATED WARRANT AGREEMENT
Warrant Agreement • July 19th, 2006 • Birks & Mayors Inc. • Retail-jewelry stores • New York

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 ISSUABLE UPON EXERCISE HEREOF ARE BEING OFFERED PURSUANT TO AN EXEMPTION THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THE COMPANY WILL BE PROVIDED WITH AN OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT AND THE BLUE SKY LAWS.

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STOCK OPTION AGREEMENT
Stock Option Agreement • July 19th, 2006 • Birks & Mayors Inc. • Retail-jewelry stores • Quebec

Whereas Lorenzo Rossi di Montelera is a member of the Board of Directors and/or other ad hoc Committees of Birks hereinafter collectively referred to as the “Board”.

STOCK OPTION AGREEMENT
Stock Option Agreement • July 19th, 2006 • Birks & Mayors Inc. • Retail-jewelry stores • Quebec

Whereas Filippo Recami is a member of the Board of Directors, of the Development Committee and other ad hoc Committees of Birks hereinafter collectively referred to as the “Board”.

EMPLOYMENT AGREEMENT
Employment Agreement • July 19th, 2006 • Birks & Mayors Inc. • Retail-jewelry stores • Florida

BY AND BETWEEN: MAYOR’S JEWELERS INC., a Delaware corporation duly incorporated having its head office at 14051 N.W. 14th street, Suite 200 Sunrise, Florida, 33323, herein acting and represented by its Chairman and Chief Executive Officer, Thomas A. Andruskevich, duly authorized for the purposes hereof as he hereby declares (hereinafter referred to as the “EMPLOYER”),

COMMERCIAL LEASE
Commercial Lease • July 19th, 2006 • Birks & Mayors Inc. • Retail-jewelry stores • Florida

THIS LEASE (“Lease”) dated September 13, 2004, is made by and between Westpoint Business Park, LTD, a Florida limited partnership (“Landlord”) and Mayor’s Jewelers of Florida, Inc., a Florida corporation (“Tenant”).

EMPLOYMENT AGREEMENT AMENDING AGREEMENT
Employment Agreement • July 19th, 2006 • Birks & Mayors Inc. • Retail-jewelry stores • Quebec

WHEREAS the Employee was engaged and hired to continue to be the Employer’s President and Chief Executive Officer pursuant to the terms of an Employment Agreement between the parties hereto signed by the Employer on September 27, 2004 and by the Employee on September 1, 2004 and with effect from April 1, 2005 (the “Employment Agreement”).

STOCK OPTION AGREEMENT
Stock Option Agreement • July 19th, 2006 • Birks & Mayors Inc. • Retail-jewelry stores • Quebec

Whereas Peter O’Brien is a member of the Board of Directors and/or other ad hoc Committees of Birks hereinafter collectively referred to as the “Board”.

STOCK OPTION AGREEMENT
Stock Option Agreement • July 19th, 2006 • Birks & Mayors Inc. • Retail-jewelry stores • Quebec

Whereas Margherita Oberti is a member of the Board of Directors and/or other ad hoc Committees of Birks hereinafter collectively referred to as the “Board”.

EMPLOYMENT AGREEMENT
Employment Agreement • July 19th, 2006 • Birks & Mayors Inc. • Retail-jewelry stores • Florida

This is an Employment Agreement (the “Agreement”), dated September 11nd, 2003, entered into by and between MAYORS JEWELERS of Florida INC. (hereinafter referred to as “EMPLOYER”), and JOHN C. ORRICO (hereinafter referred to as “EMPLOYEE”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 19th, 2006 • Birks & Mayors Inc. • Retail-jewelry stores • Quebec

THIS EMPLOYMENT AGREEMENT made at Montreal, on February 24, 2006 by and between Miranda Melfi (the “Executive”) and Birks & Mayors Inc., a company incorporated under the laws of Canada (the “Company”).

STOCK OPTION AGREEMENT
Stock Option Agreement • July 19th, 2006 • Birks & Mayors Inc. • Retail-jewelry stores • Quebec

Whereas it is in the best interest of Birks to encourage a sense of proprietorship on the part of Gérald Berclaz and to induce him to continue in the service of a corporation related to Birks;

EMPLOYMENT AGREEMENT
Employment Agreement • July 19th, 2006 • Birks & Mayors Inc. • Retail-jewelry stores • Quebec

BY AND BETWEEN: HENRY BIRKS & SONS INC., a corporation duly incorporated having its head office at 1240 Phillips Square, Montreal, Canada herein acting and represented by its President and Chief Executive Officer, Thomas A. Andruskevich, duly authorized for the purposes hereof as he hereby declares (hereinafter referred to as the “EMPLOYER”),

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