Unassociated Document


    Exhibit
10.2(b)(ii)

     

    December
4, 2008

     

    Mr.
Joseph Melvin

    133
Stephen Mather Road

    Darien,
CT 06820

     

    Dear
Joseph:

     

    This
letter (the “2008 Letter”) supplements the letter dated April 18, 1997 (the
“1997 Letter”) that confirms the terms of your employment as President and Chief
Operating Officer of Finlay Fine Jewelry Corporation (the “Company”). The
purpose of this 2008 Letter is to clarify the time and form of payments
specified under the 1997 Letter with the intent of addressing Section 409A of
the Internal Revenue Code of 1986, as amended.

     

    
      Except as
set forth below, the 1997 Letter remains in effect. Capitalized terms used and
not otherwise defined in this 2008 Letter have the meaning ascribed to them in
the 1997 Letter.

       

      
        
          
            
              
                	
                        Annual
      Bonus:

                      	
                        The
      Annual Bonus, if any, shall be paid no later than March 15th
      of the calendar year following the end of the calendar year in which the
      applicable fiscal year to which such Annual Bonus relates
      ends.

                      
	 	 
	
                        Severance:

                      	
                        Upon
      termination of your employment by the Company without cause (not including
      death or disability) or if you terminate employment with the Company
      because the Company gives you a lesser title, you shall receive one year
      of Base Salary payable in accordance with the Company’s payroll practices
      and subject to the Delay Period set forth under the Subsection (c) of the
      Section titled “Code Section 409A” below.

                      
	 	 
	
                        Code
      Section 409A:

                      	
                        (a)             It
      is intended that the payments and benefits under the 1997 Letter, as
      supplemented by this 2008 Letter (collectively, the “Letters”) be exempt
      from, or comply with, Section 409A of Code and the regulations and
      guidance promulgated thereunder (collectively “Code Section 409A”), and
      all provisions of the Letters shall be construed in a manner consistent
      with the requirements under Code Section 409A.  The Company
      shall have no liability to you with regard to any failure to comply with
      Code Section 409A.

                      
	 	 
	 	
                        (b)             A
      termination of employment shall not be deemed to have occurred for
      purposes of any provision of the Letters providing for the payment of any
      amounts or benefits upon or following a termination of employment unless
      such termination is also a “Separation from Service” within the meaning of
      Code Section 409A and, for purposes of any such provision of the Letters,
      references to “termination,” “termination of employment” or like terms
      shall mean Separation from
Service.

                      


              

            

          

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Mr.
Joseph Melvin

        December
4, 2008

        Page
2

      

       

      
        
          
            
              	 
      	
                      (c)             Solely
      to the extent any payments and/or benefits provided pursuant to the
      Letters constitute “deferred compensation” as defined under Code Section
      409A, if you are deemed on the date of termination of your employment to
      be a “specified employee,” within the meaning of that term under Section
      409A(a)(2)(B) of the Code and using the identification methodology
      selected by the Company from time to time, or if none, the default
      methodology, then any such payment or benefit, to the extent required to
      be delayed in compliance with Section 409A(a)(2)(B) of the Code, shall not
      be made or provided prior to the earlier of (i) the expiration of the
      six-month period measured from the date of your Separation from Service or
      (ii) the date of your death (the “Delay Period”).  On the first
      day of the seventh month following the date of your Separation from
      Service or, if earlier, on the date of your death, all payments delayed
      pursuant to this Subsection (c) (whether they would have otherwise
      been payable in a single sum or in installments in the absence of such
      delay) shall be paid or reimbursed to you in a lump sum, and any remaining
      payments and benefits due under the Letters shall be paid or provided in
      accordance with the normal payment dates set forth in the
      Letters.  Promptly following the expiration of such six-month
      period, all compensation suspended pursuant to the foregoing sentence
      (whether it would have otherwise been payable in a single sum or in
      installments in the absence of such suspension) shall be paid or
      reimbursed to you in a lump sum.

                    
	 	 
	 	
                      (d)
      With regard to any provision in the Letters that provides for
      reimbursement of costs and expenses or in-kind benefits, except as
      permitted by Code Section 409A, (i) the right to reimbursement or in-kind
      benefits shall not be subject to liquidation or exchange for another
      benefit, (ii) the amount of expenses eligible for reimbursement, or
      in-kind benefits, provided during any taxable year shall not affect the
      expenses eligible for reimbursement, or in-kind benefits to be provided,
      in any other taxable year, provided, that
      the foregoing clause (ii) shall not be violated with regard to expenses
      reimbursed under any arrangement covered by Section 105(b) of the
      Code solely because such expenses are subject to a limit related to the
      period the arrangement is in effect, and (iii) such payments shall be made
      on or before the last day of your taxable year following the taxable year
      in which the expense was
incurred.

                    


            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        Mr.
Joseph Melvin

        December
4, 2008

        Page
3

      

       

      If you
agree with the terms of this 2008 Letter clarifying the time and form of
payments specified under the 1997 Letter, please so indicate by signing and
returning the enclosed copy, whereupon this letter shall constitute a binding
agreement between you and the Company.

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	Sincerely,
	 	 
	 
      	
                                      FINLAY
      FINE JEWELRY CORPORATION

                                    
	 
      	
                                      By:

                                    	
                                      /s/ Joyce Manning

                                    
	 
      	 
      	
                                      Name:
      Joyce Manning

                                    
	 
      	 
      	
                                      Title
      EVP Administration

                                    
	 
      	 
      	 
      
	
                                      Accepted
      and agreed:

                                    	 
      	 
      
	 
      	 
      	 
      
	 /s/ Joseph
      Melvin	 	 	 
	
                                      Joseph
      Melvin