AMENDMENT NUMBER FOUR TO THE
FINLAY ENTERPRISES, INC.
EXECUTIVE DEFERRED COMPENSATION AND STOCK PURCHASE
PLAN
WHEREAS,
Finlay Enterprises, Inc. (the “Corporation”)
maintains the Finlay Enterprises, Inc. Executive Deferred
Compensation and Stock Purchase Plan (the “Plan”);
and
WHEREAS,
pursuant to Section 12 of the Plan, the Corporation may amend
the Plan at any time; and
WHEREAS,
the Corporation wishes to amend the Plan to (1) provide that
no future deferrals may be made under the Plan; (2) provide
that, in accordance with the transition relief provided under
Internal Revenue Service Notice 2007-86, 2007-46 IRB 990 (the
“Transition Relief”), deferral agreements with
respect to bonus amounts payable on April 25, 2009 will be
amended to provide that such deferred amounts will be paid on
such date so that no deferral will occur with respect to such
bonus amounts; and (3) make such amendments to the Plan as
necessary to comply with the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended, and the
guidance promulgated thereunder (“Code Section
409A”).
NOW,
THEREFORE, the Plan is hereby amended effective as of the
22
nd day
of May, 2008 as set forth below.
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1.
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Article
3 of the Plan is hereby amended to include the following language
at the end thereof:
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“Accordingly,
with respect to the April 25, 2008 Award Date, RSUs due to be
credited shall be credited as soon as practicable after shares
of Common Stock become available for issuance under the Long
Term Incentive Plans, based on the value of the RSUs on April
25, 2008. Notwithstanding the foregoing, regardless of when
such RSUs become available for issuance, vesting with regard
to such awards shall begin as of the April 25, 2008 Award
Date, in accordance with Section 7.1
hereof.”
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2.
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A
new paragraph is hereby added to the end of Section 6.2 of the Plan
to read as follows:
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“Effective
as of May 22, 2008, no Participant may enter into a new
Deferral Agreement. Any Deferral Agreement in effect as of
such date shall continue in full force and effect,
provided ,
that Deferral Agreements entered into with respect to the 2008
bonus payable on April 25, 2009 (the ‘April 2009
Bonus’) shall be paid in accordance with Section 6.4
below.”
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3.
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Section
6.3 of the Plan is hereby amended to include the following
sentence:
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“No
Matching RSUs shall be credited with respect to the April 2009
Bonus.”
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4.
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Section
6.4 of the Plan is hereby amended in its entirety to read as
follows:
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“Each
Deferral Agreement shall specify a Deferral Period with
respect to the RSU to which it pertains. Notwithstanding the
foregoing, the Deferral Period may be extended or may expire
earlier as provided in Section 7.2 and Article 12.
Notwithstanding anyt
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