EXHIBIT
10.22

    


    FINLAY EXECUTIVE SEVERANCE
PAY PLAN

    AMENDED AND
RESTATED

    EFFECTIVE MARCH 19,
2009

    


    
      	
              A. 

            	
              PURPOSE

            


    

    


    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.

     

    
      	
              B. 

            	
              ELIGIBLE
      EXECUTIVES

            


    

    


    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.

     

    
      	
              C. 

            	
              CONDITIONS FOR
      PAYMENT

            


    

    


    
      	
            	
              1.

            	
              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.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
            	
              2.

            	
              An
      Eligible Executive is not eligible for benefits under this Plan if such
      individual:

            


    

    


    
      	 	
              -

            	
              resigns,
      quits or retires;

            


    

    


    
      	  	
              -

            	
              is
      covered by an employment contract which provides for a severance payment;
      or

            


    

    


    
      	 	
              -

            	
              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.

            


    

    


    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.

     

    
      	
              D. 

            	
              AMOUNT OF SEVERANCE
      ALLOWANCE

            


    

    


    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.

    


    
      
        	
                  Service

              	 
      	
                Benefit

              
	
                Ÿ Less than two (2)
      years

              	 
      	
                Four
      (4) weeks

              
	
                Ÿ Two (2) years but
      less than five (5) years

              	 
      	
                Six
      (6) weeks

              
	
                Ÿ Five (5) years
      but less than ten (10) years

              	 
      	
                Eight
      (8) weeks

              
	
                Ÿ Ten (10) years
      but less than fifteen (15) years

              	 
      	
                Twelve
      (12) weeks

              
	
                Ÿ Fifteen (15)
      years but less than twenty (20) years

              	 
      	
                Sixteen
      (16) weeks

              
	
                Ÿ Twenty (20) years
      but less than twenty-five (25) years

              	 
      	
                Eighteen
      (18) weeks

              
	
                Ÿ Twenty-five (25)
      years but less than thirty (30) years

              	 
      	
                Twenty
      (20) weeks

              
	
                Ÿ Thirty (30) years
      or more

              	 
      	
                Twenty-six
      (26) weeks

              


      

    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    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.

     

    
      	
              E.

            	
              EFFECT OF SEVERANCE
      ALLOWANCE ON EMPLOYMENT OR COMPANY
  BENEFITS

            


    

    


    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.

     

    
      	
              F.

            	
              CLAIMS
      PROCEDURE

            


    

    


    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 circumstances requiring the
extension of time and the date by which the Designated Person expects to make a
determination with respect to the claim.  If the extension is required
due to the Executive's failure to submit information necessary to decide the
claim, the period for making the determination will be tolled from the date on
which the extension notice is sent until the date on which the Executive
responds to the Plan's request for information.

    


    If a
claim is denied in whole or in part, or any adverse benefit determination is
made with respect to the claim, the Executive will be provided with a written
notice setting forth (a) the specific reason or reasons for the denial making
reference to the pertinent provisions of the Plan or of Plan documents on which
the denial is based, (b) a description of any additional material or information
necessary to perfect or evaluate the claim, and explain why such material or
information, if any, is necessary, and (c) inform the Executive of his or her
right to request review of the decision.  The notice shall also
provide an explanation of the Plan's claims review procedure and the time limits
applicable to such procedure, as well as a statement of the Executive's right to
bring a civil action under Section 502(a) of ERISA following an adverse benefit
determination on review.  If an Executive is not notified (of the
denial or an extension) within ninety (90) days from the date the Executive
notifies the Plan Administrator, the Executive may request a review of the
application as if the claim had been denied.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    An
Executive may appeal the denial of a claim by submitting a written request for
review to the committee established to review appeals under the Plan (the
"Committee"), within sixty (60) days after written notification of denial is
received.  Receipt of such denial shall be deemed to have occurred if
the notice of denial is sent via first class mail to the Executive's last shown
address on the books of the Company.  Such period may be extended by
the Committee for good cause shown.  The claim will then be reviewed
by the Committee.  In connection with this appeal, the Executive (or
his or her duly authorized representative) may (a) be provided, upon written
request and free of charge, with reasonable access to (and copies of) all
documents, records, and other information relevant to the claim, and (b) submit
to the Committee written comments, documents, records, and other information
related to the claim.  If the Committee deems it appropriate, it may
hold a hearing as to a claim.  If a hearing is held, the Executive
shall be entitled to be represented by counsel.

    


    The
review by the Committee will take into account all comments, documents, records,
and other information the Executive submits relating to the
claim.  The Committee will make a final written decision on a claim
review, in most cases within sixty (60) days after receipt of a request for a
review.  In some cases, the claim may take more time to review, and an
additional processing period of up to sixty (60) days may be
required.  If that happens, the Executive will receive a written
notice of that fact, which will also indicate the special circumstances
requiring the extension of time and the date by which the Committee expects to
make a determination with respect to the claim.  If the extension is
required due to the Executive's failure to submit information necessary to
decide the claim, the period for making the determination will be tolled from
the date on which the extension notice is sent to the Executive until the date
on which the Executive responds to the Plan's request for
information.

    


    The
Committee's decision on the claim for review will be communicated to the
Executive in writing.  If an adverse benefit determination is made
with respect to the claim, the notice will include:  (a) the specific
reason(s) for any adverse benefit determination, with references to the specific
Plan provisions on which the determination is based; (b) a statement that the
Executive is entitled to receive, upon request and free of charge, reasonable
access to (and copies of) all documents, records and other information relevant
to the claim; and (c) a statement of the Executive's right to bring a civil
action under Section 502(a) of ERISA.  An Executive may not start a
lawsuit to obtain benefits until after he or she has requested a review and a
final decision has been reached on review, or until the appropriate timeframe
described above has elapsed since the Executive filed a request for review and
the Executive has not received a final decision or notice that an extension will
be necessary to reach a final decision.  These procedures must be
exhausted before an Executive may bring a legal action seeking payment of
benefits.  In addition, no lawsuit may be started more than two (2)
years after the date on which the applicable appeal was denied.  If
there is no decision on appeal, no lawsuit may be started more than two (2)
years after the time when the Committee should have decided the appeal. The law
also permits the Executive to pursue his or her remedies under Section 502(a) of
ERISA without exhausting these appeal procedures if the Plan has failed to
follow them.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              G.

            	
              AUTHORITY VESTED IN
      PLAN OFFICIALS

            


    

    


    The
Company shall have sole, full and complete authority and discretion to
interpret, apply and administer the terms of the Plan and to determine all
issues of benefit eligibility thereunder.

    


    To the
extent permitted by law, all determinations made in the exercise of this
discretion are final and binding on all parties concerned.

     

    
      	
              H.

            	
              Code Section
      409A

            


    

    


    Although
the Company does not guarantee to an Executive any particular tax treatment
relating to payments under this Plan, the payments provided hereunder are
intended to be exempt from the applicable requirements of Section 409A of the
Internal Revenue Code of 1986, as amended ("Section 409A") and shall be limited,
construed and interpreted in accordance with such intent.  In no event
whatsoever shall the Company be liable for any additional tax, interest or
penalties that may be imposed on the Executive by Section 409A or any damages
for failing to comply with Section 409A.

     

    
      	
              I.

            	
              ADDITIONAL
      INFORMATION

            


    

    


    Name of
Plan – FINLAY EXECUTIVE SEVERANCE PAY PLAN

    


    Plan
Sponsor – Finlay Enterprises, Inc.

    


    Employer
Identification Number – 13-3492802

    


    Type of
Plan:  Employee Welfare Benefit Plan under the Employee Retirement
Income Security Act

    


    Type of
Administration – Self Administered

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    Plan
Administrator – Finlay Fine Jewelry Corporation

                                529
Fifth Avenue, New York, New York 10017;

                                telephone
(212) 808-2800

    


    Agent for
service of legal process – Finlay Fine Jewelry Corporation

                      529
Fifth Avenue, New York, New York 10017;

                      Attn:
General Counsel

    


    Funding
medium – Self-funded; benefits are payable from the general assets of
the

                             Executive's
employer.

    


    Plan
Year: February 1 to January 31

    


    Plan
Number: 502

    


    As a
participant in the Plan, you are entitled to certain rights and protections
under the Employee Retirement Income Security Act of 1974 ("ERISA"). ERISA
provides that all Plan participants shall be entitled to:

    


    
      	
            	
              - 

            	
              Receive
      Information About Your Plan and
Benefits.

            


    

    


    
      	
            	
              -

            	
              Examine,
      without charge, at the Plan Administrator's office and at other locations
      required under U.S. Department of Labor regulations, all documents
      governing the Plan.

            


    

    


    
      	
            	
              -

            	
              Obtain,
      upon written request to the Plan Administrator, copies of documents
      governing the operation of the Plan and an updated summary plan
      description.  The Plan Administrator may make a reasonable
      charge for copies.

            


    

    


    Prudent
Actions by Plan Fiduciaries

    


    In
addition to creating rights for Plan participants, ERISA imposes duties upon the
people who are responsible for the operation of the Plan. The people who operate
the Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and
in the interest of you and other Plan participants and beneficiaries. No one,
including your employer or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining a welfare
benefit or exercising your rights under ERISA.

    


    Enforce
Your Rights

    


    If your
claim for a benefit is denied or ignored, in whole or in part, you have a right
to know why this was done, to obtain copies of documents relating to the
decision without charge, and to appeal any denial, all within certain time
schedules.

    


    Under
ERISA, there are steps you can take to enforce the above rights. For instance,
if you request a copy of Plan documents from the Plan and do not receive them
within thirty (30) days, you may file suit in a federal court. In such a case,
the court may require the Plan Administrator to provide the materials and pay
you up to $110 a day until you receive the materials, unless the materials were
not sent because of reasons beyond the control of the Administrator. If you have
a claim for benefits which is denied or ignored, in whole or in part you may
file suit in a state or federal court. If you are discriminated against for
asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a federal court. The court will decide who should
pay court costs and legal fees. If you are successful, the court may order the
person you have sued to pay these costs and fees. If you lose, the court may
order you to pay these costs and fees, if for example, it finds your claim is
frivolous.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    Assistance
with Your Questions

    


    If you
have any questions about your Plan, you should contact the Plan Administrator.
If you have any questions about this statement or about your rights under ERISA,
or if you need assistance in obtaining documents from the Plan Administrator,
you should contact the nearest office of the Employee Benefits Security
Administration, U.S. Department of Labor, listed in your telephone directory or
the Division of Technical Assistance and Inquiries, Employee Benefits Security
Administration, U.S. Department of Labor, 200 Constitution Avenue N.W.,
Washington, D.C. 20210. You may also obtain certain publications about your
rights and responsibilities under ERISA by calling the publications hotline of
the Employee Benefits Security Administration.

    


    
      	
              I.

            	
              AMENDMENT AND
      TERMINATION

            


    

    


    The
Company reserves the right to amend this Plan, in whole or in part, or
discontinue or terminate the Plan; provided, however, that any such amendment,
discontinuance or termination shall not affect any right of any Executive to
claim benefits under the Plan for events occurring prior to the date of such
amendment, discontinuance or termination.  An amendment to this Plan
and/or resolution of discontinuance or termination, may be made by the
Administrator, to the extent permitted by resolution of the Board of
Directors.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the Plan Sponsor has caused its officer, duly authorized by its
Board of Directors, to execute the Plan effective as of the 19th day of
March, 2009.

    


    


    
      
        	
                FINLAY
      ENTERPRISES, INC.

              
	 
      
	
                By

              	
                /s/  Arthur E.
    Reiner

              
	
                Arthur
      E. Reiner

              
	
                Chairman
      and

              
	
                Chief
      Executive Officer

              


      

    

    


    
      
         

      

      
        8