EXHIBIT
10.21
Description of Director and Named Executive Officer
Compensation*
Directors
Directors
who are also employees of either the Holding Company or Finlay
Jewelry receive no additional compensation for serving as
members of the Board.
For
serving as a director of the Holding Company and Finlay
Jewelry during fiscal 2008, each non-employee director
received aggregate compensation at the rate of $25,000 per
year plus $1,000 for each Board meeting and each committee
meeting attended in person, and $500 for each such meeting
attended by conference telephone call, with the chairman of
the Audit Committee receiving an additional annual fee of
$6,000 and the chairman of the Compensation Committee and the
chairman of the Nominating & Corporate Governance
Committee each receiving an additional annual fee of $3,000.
The Lead Independent Director also receives an additional
annual fee of $25,000.
As
in prior years, for fiscal 2008, each non-employee director
had the option, under the Holding Company’s Director
Deferred Compensation and Stock Purchase Plan (the
“Director Deferred Compensation Plan”), to defer
100% of his or her eligible director fees (which are annual
retainer fees plus any annual fees received by a participant
for services as chairperson of any committee of the Board of
Directors, other than the Lead Independent Director’s
annual fee) that would otherwise be paid in cash and receive
restricted stock units (“RSUs”). The participant
RSUs are awarded and credited to the director
participant’s account quarterly in an amount based on a
formula which divides the cash amount deferred by the fair
market value of a share of Common Stock on the award date, and
are immediately vested. The Holding Company also credits the
participant’s account with one matching RSU, which vests
on the one-year anniversary date of the award date, for
each participant RSU purchased by the director.
The
shares issued upon distribution of RSUs under the Director
Deferred Compensation Plan are provided by the Holding
Company's 2007 Long Term Incentive Plan (the “2007
Plan”). Due to an insufficient number of shares
available for awards under the 2007 Plan, the directors who
elected to defer their director fees for fiscal 2008 were
credited with approximately 90% of the RSUs to which they were
entitled in connection with the deferral of their second
quarter 2008 director fees. The Holding Company intends
to credit these directors’ accounts under the Director
Deferred Compensation Plan with the remaining approximately
10% of such RSUs if, and when, adequate shares become
available under the 2007 Plan either through the forfeiture of
currently outstanding awards or stockholder approval of
additional shares with respect to the plan.
*
References herein to Holding Company are intended to refer to
Finlay Enterprises, Inc. and references herein to Finlay
Jewelry are intended to refer to Finlay Fine Jewelry
Corporation.
As
a result of the unavailability of shares under the 2007 Plan
to satisfy the Holding Company’s obligations under the
Director Deferred Compensation Plan, the Director Deferred
Compensation Plan was also amended effective as of May 22,
2008 to reflect that the Holding Company may delay crediting
of RSUs awards payable thereunder until the requisite number
of shares of Common Stock are available under the 2007
Plan.
Pursuant
to these amendments, no new deferral agreements may be entered
into under the Director Deferred Compensation Plan, and any
existing deferral agreements will remain in full force and
effect, except that cash (rather than RSUs), will be paid for
eligible director's fees deferred with respect to the third
and fourth quarters of the 2008 fiscal year on February 2,
2009. Effective May 22, 2008, no more matching a
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