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