EXHIBIT 10.22
FINLAY EXECUTIVE SEVERANCE PAY
PLAN
AMENDED AND
RESTATED
EFFECTIVE MARCH 19,
2009
The purpose of
the Finlay Fine Jewelry Corporation Executive Severance Pay Plan
(the "Plan") is to provide temporary and short-term benefits to
eligible "executive" employees, defined below, whose employment
with Finlay Fine Jewelry Corporation or its wholly-owned
subsidiary, Finlay Merchandising & Buying, Inc. (collectively,
the "Company") is involuntarily terminated under the conditions
described in Section C. below. Severance payments under
this Plan are not earned benefits, nor do they constitute a payment
for past services. This Plan was originally effective as
of February 28, 2006, was amended and restated effective December
31, 2008, and is amended and restated as set forth herein effective
March 19, 2009.
For purposes of
this Plan, an "executive" (i) is an officer, department head or a
director of one of the Company's administrative departments, a
buyer, planner or a group manager ("Executive"), (ii) is on the
Company's corporate home office or distribution center executive
payrolls, and (iii) is a person whom the Company designates to
receive benefits under this Plan ("Eligible
Executives"). All other employees, including "field
payroll" employees and employees of "affiliated companies", are
ineligible to participate in this Plan. Executives
designated to receive a benefit under this Plan will not be
eligible for benefits under the Finlay Fine Jewelry Corporation
Home Office Payroll Severance Pay Plan or the Finlay Key Employee
Special Severance Pay Plan or any other plan, arrangement or
agreement providing severance or similar payments to Company
employees.
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Eligible
Executives are eligible for benefits under the Plan if they (a)
remain in the active employ of the Company and perform their jobs
in a satisfactory manner as determined by the Company until such
date as the Company shall specify as a condition of receiving
payment of severance benefits hereunder, and (b) are permanently
and involuntarily separated from the Company as of such specified
date solely as a result of a layoff or reduction in force and not
for any other reason, including any of the reasons set forth in
Section C2 below. For purposes of this Plan, a layoff or
reduction in force is defined as an involuntary, permanent
termination of employment initiated by the Company because of lack
of work, lack of funds, sale of assets, elimination of a position,
or for any other related reason as determined by the Company in its
sole discretion.
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An Eligible
Executive is not eligible for benefits under this Plan if such
individual:
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resigns, quits
or retires;
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is covered by
an employment contract which provides for a severance payment;
or
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the Company
arranges for such individual to receive a comparable offer of
employment with an affiliate or a subsidiary, whether direct or
indirect, of the Company or a purchaser of any assets from the
Company. For purposes of this Plan, "comparable
employment" shall mean a position with similar job responsibilities
and title, no less than the former position's base salary, and a
base of operations within a twenty-five (25) mile radius of the
former position.
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Any payments
under this Plan are conditioned upon the Executive's execution and
return to the Company's authorized representative (without the
revocation thereof and within the specified time period) of a
severance agreement and release (the "Release") in such form as the
Company shall prescribe and such other documents as the Company
shall determine necessary in its sole discretion.
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D.
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AMOUNT OF
SEVERANCE ALLOWANCE
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Benefits will
equal a multiple of the Eligible Executive's weekly base salary at
his or her then current rate as of his or her date of termination,
as described below, reduced by any compensation paid to such
Eligible Executive in lieu of any notice period required under the
Worker Adjustment and Retraining Notification Act or any applicable
state or other similar laws. "Service" shall mean an
eligible Executive's completed full years of employment as of the
last anniversary of the last date of hire of such
Executive.
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Benefit
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Ÿ Less than two (2) years
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Four (4)
weeks
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Ÿ Two (2) years but less than five (5)
years
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Six (6)
weeks
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Ÿ Five (5) years but less than ten (10)
years
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Eight (8)
weeks
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Ÿ Ten (10) years but less than fifteen (15)
years
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Twelve (12)
weeks
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Ÿ Fifteen (15) years but less than twenty (20)
years
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Sixteen (16)
weeks
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Ÿ Twenty (20) years but less than twenty-five (25)
years
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Eighteen (18)
weeks
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Ÿ Twenty-five (25) years but less than thirty (30)
years
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Twenty (20)
weeks
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Ÿ Thirty (30) years or more
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Twenty-six (26)
weeks
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Benefits paid
pursuant to this Plan (less all applicable withholding taxes and
lawful deductions) shall be paid in bi-monthly installments in
accordance with the Company's normal payroll practices commencing
on a regular pay day of the Company as specified in the
Release. No benefits payable hereunder shall be paid
later than December 31 of the second calendar year following the
calendar year in which the applicable event described in Section
C.1 occurs.
Benefits under
this Plan may not be anticipated, assigned or
alienated. The existence of this Plan shall in no way be
construed as a restriction of the Company's right to terminate the
employment of any Executive at any time, with or without notice, or
for any reason or no reason.
Notwithstanding
anything herein to the contrary, the payment of any benefits
hereunder in excess of eight (8) weeks to an Eligible Executive
whose annual base salary was $75,000 or greater on his or her date
of termination (the "Mitigated Benefits") shall be further reduced
by an amount equal to the gross amounts received or earned by the
Executive as compensation, profits or otherwise from his or her
employment or engagement in any other business or activity
(excluding any investment income or capital gains) with respect to
the same period for which such Mitigated Benefits are payable
("Other Income"). As a condition to receipt of payment
of the Mitigated Benefits, the Executive shall, no later than seven
(7) days prior to the date such payment is due, certify in writing
to the Executive Vice President – Administration of the
Company or her designee, all amounts of Other Income earned by the
Executive during the preceding payroll period so that the
appropriate offsets can be made.
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E.
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EFFECT OF
SEVERANCE ALLOWANCE ON EMPLOYMENT OR COMPANY
BENEFITS
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The term of an
Executive's employment or participation in other Company benefit
plans shall not be extended by reason of the Company's payment of
any severance allowance hereunder.
Any claim by an
Executive with respect to eligibility, participation,
contributions, benefits or other aspects of the operation of the
Plan shall be made in writing to the Company's Senior Vice
President of Human Resources or her designee (the "Designated
Person"). If the Designated Person receiving a claim
believes that the claim should be denied, he or she shall notify
the Executive in writing of the denial of the claim within ninety
(90) days after his or her receipt thereof. This period
may be extended an additional ninety (90) days in special
circumstances and, in such event, the Executive shall be notified
in writing of the extension, the special circumsta
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