Employment Agreement between Randolph Dirth and Mayors, dated  July 1, 2004



 Exhibit 4.56 
 EMPLOYMENT AGREEMENT 
 AGREEMENT ENTERED INTO AS OF JULY 1st, 2004 (hereinafter referred to as the “Agreement”)

  

			
	BY AND BETWEEN:	 	MAYOR’S JEWELERS INC., a Delaware corporation duly incorporated having its head office at 14051 N.W. 14th street, Suite 200 Sunrise, Florida, 33323, herein acting and represented by
its Chairman and Chief Executive Officer, Thomas A. Andruskevich, duly authorized for the purposes hereof as he hereby declares (hereinafter referred to as the “EMPLOYER”),
		
	AND	 	RANDOLPH DIRTH domiciled at 37 Rosewell Road, Bedford, NH 03110 (hereinafter referred to as the “EMPLOYEE”),

 WHEREAS the EMPLOYER is engaged in the business of operating a chain of retail stores
specializing in jewelry, timepieces, china, crystal and giftware; 
 WHEREAS the EMPLOYEE declares possessing certain expertise in the
fields of Merchandising and high end gift, 
 WHEREAS the EMPLOYEE declares not being prevented from working as such in the United
States and Canada; 
 WHEREAS the EMPLOYER wishes to hire the EMPLOYEE as its Group Vice President Merchandising and the EMPLOYEE
wishes to accept such position, the whole upon the terms and conditions hereinafter set forth; 
 NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PREMISES
AND AGREEMENTS HEREIN SET FORTH, THE PARTIES HERETO ACKNOWLEDGE AND AGREE AS FOLLOWS: 
 1. PRELIMINARY 
 The preamble hereto shall form an integral part hereof as if recited herein at length. 
 2. NATURE OF SERVICES 
 2.1 The EMPLOYER hereby engages and
hires the EMPLOYEE to be its Group Vice President Merchandising and the EMPLOYEE hereby accepts and agrees to such engagement and employment. 
 2.2 The
function of the EMPLOYEE while under employment with the EMPLOYER will consist without limitation to the following: 
  

	 	•	 	Develop, and manage the Category Management and demand management in collaboration with others and perform all duties that may be assigned to you in the course of your employment,
to meet reasonable goals and objectives determined from time to time by the President and Chief Executive Officer; 

  

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	 	•	 	Use his best efforts to execute and implement, adequately control, follow up on the implementation of and achieve the strategies and goals contained in the EMPLOYER’ Strategic
Plan and annual Profit Plan; 

  

	 	•	 	Manage, develop and train the EMPLOYER’s employees under your authority, if any, in a manner to best serve Mayors’ interests; 

  

	 	•	 	Maximize the EMPLOYER’s business opportunities and collaborate with other Senior Management Members to properly manage inventory level. 

  

	 	•	 	Undertake to perform or prepare studies and/or reports in a timely manner as required on occasion by the President and Chief Executive Officer; 

  

	 	•	 	Participate in the preparation and periodical revisions of the EMPLOYER’s Profit Plan and Strategic Plan; 

  

	 	•	 	Act as a Senior Management Team Member; 

 2.3 It is hereby agreed that the
EMPLOYEE shall devote himself to the business of the EMPLOYER on an exclusive basis while working for the EMPLOYER. The EMPLOYER acknowledges and agrees that the EMPLOYEE is also employed as Group Vice President Merchandising by Henry
Birks & Sons Inc. and might be required to travel frequently to Canada. 
 3. TERM 
 3.1 This Agreement and the employment of the EMPLOYEE shall begin on July 1st, 2004 (Starting Date) and shall be for an indefinite period unless otherwise terminated as provided for in this Agreement. 
 4. SALARY 
 In consideration of the services to be rendered pursuant to this Agreement the EMPLOYER shall pay
to the EMPLOYEE the gross amount of US$75,000 per year (yearly Base Salary) of this Agreement. The amount described herein shall be paid in accordance with the EMPLOYER’s payroll practices. 
 5. BONUS 
 5.1 The EMPLOYEE will not participate in the
EMPLOYER bonus plan as offered to other members of the Senior Management and will not be entitled to any bonus from the EMPLOYER. 
 6.
VACATION 
 6.1 The EMPLOYEE shall be entitled to 4 weeks paid vacation per fiscal year, from April 1 to March 31, of any given year,
prorated for any portion of a year. Vacation days shall be earned in each fiscal year for use in that same year on the basis of days worked in that fiscal year. Unless otherwise approved by the Chairman & Chief Executive Officer, the
EMPLOYEE shall not be entitled to carry forward any unused vacation. Vacation days shall be taken at Birks and Mayors on the same days. 
  

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 7. INSURANCE BENEFITS 
 Provided that these benefits and coverage are not a duplication of the benefits and coverage that might be provided to the EMPLOYEE by Henry Birks & Sons Inc. and if acceptable by the EMPLOYER’s group insurance, the EMPLOYER
will provide the EMPLOYEE with the same family benefits as are or may become available to other members of Senior Management, limited currently to life, dental and medical insurance benefits, the cost of such benefits to be borne according to the
prevailing policy for Senior Management. In this regard as it may be modified from time to time by the EMPLOYER at EMPLOYER’s discretion. 
 8.
EXPENSES 
 8.1 The EMPLOYEE shall be reimbursed for reasonable business expenses exclusively incurred by him in the fulfillment of his duties
hereunder, the whole upon the presentation of appropriate receipts or vouchers and according to the prevailing EMPLOYER Travel Policy as it may be modified from time to time by the EMPLOYER. 
 It is understood that to the extent these provisions generate a taxable benefit for income tax purposes, these taxes will be the sole responsibility of the EMPLOYEE.

 9. TERMINATION 
 9.1 The EMPLOYER shall be
entitled to terminate this Agreement and the EMPLOYEE’s employment for just cause at any time and such, without any notice or any form of compensation (except otherwise stated by laws) of any nature whatsoever. Just cause shall include, but not
be limited to: the commission of any fraudulent act; the commission of any serious statutory infraction which may have an adverse effect on the EMPLOYER or which is incompatible with the performance of the EMPLOYEE’s duties; the breach of his
fiduciary duty; the acceptance, directly or indirectly, of any benefit tantamount to a “kick-back”; a material breach or a repeated non material breach of any EMPLOYER policy and procedure or any other circumstances that would be a just
cause for termination of the EMPLOYEE’s employment with Henry Birks & Sons Inc. or within the meaning of the law, the whole without notice or pay in lieu of notice or any indemnity whatsoever. 
 9.2 Should the employment be terminated by the EMPLOYER for any reason whatsoever (other than for cause) or should the EMPLOYEE resign or voluntarily leave his
employment either party shall provide the other a prior written notice of 90 days, or any shorter notice as may be mutually agreed upon between the parties. If the EMPLOYER terminates the EMPLOYEE for any reasons other than just cause, and requires
that the EMPLOYEE leave his employment before 90 days have elapsed, the EMPLOYER agrees to pay the EMPLOYEE upon the departure date in one cash lump sum equal to a total of 90 days Base Salary only, less any Base Salary received subsequent to the
date which written notice is received. 
 9.3 Termination for any reason whatsoever or resignation of this Agreement shall automatically be deemed to
terminate the Agreement with Henry Birks & Sons Inc.. 
  

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 10. CONFIDENTIAL INFORMATION  
 For the purposes of this Agreement, the term “Confidential Information” shall mean, but shall not be limited to, any technical or non-technical data, budgets, business plans, strategies, pricing policies,
financial records, clients lists and any information regarding the EMPLOYER’s marketing, sales or dealer network, which is not generally known to the public through legitimate origins. None of EMPLOYER’S Confidential Information shall be
used to the benefit of Henry Birks & Sons Inc.. 
 Unless otherwise required by law or expressly authorized in writing by the EMPLOYER, the EMPLOYEE
shall not, at any time during or after his employment by the EMPLOYER, directly or indirectly, in any capacity whatsoever, except in connection with services to be performed hereunder, divulge, disclose or communicate to any person, moral or
physical, entity, firm or any other third party, or utilize for his personal benefit or for the benefit of any other party, any Confidential Information. 
 11. MISCELLANEOUS 
 11.1 Assignment. The rights and obligations of the EMPLOYEE under this Agreement shall not be assignable by
the EMPLOYEE. 
 11.2 Governing Law. This Agreement shall be construed in accordance with and governed for all purposes by the laws of the State of
Florida. 
 11.3 Notices. Any notice, request, or instruction to be given hereunder shall be in writing and shall be deemed given on the same day when
personally delivered or three days after being sent by United States certified mail, postage prepaid, with return receipt, to the parties at their respective addresses set forth below: 
  

	 	(a)	To the EMPLOYER: Mayor’s Jewelers, Inc. 14051 Northwest 14th Street Sunrise, Florida 33323, Attention: Chairman and Chief Executive Officer 

  

	 	(b)	To the EMPLOYEE: Randolph Dirth at 37 Rosewell Road, Bedford, NH 03110 

 11.4 Severability. If any paragraph, subparagraph or provision hereof is found for any reason whatsoever to be invalid or inoperative, that paragraph, subparagraph or provision shall be deemed severable and shall not affect the force
and validity of any other provision of this Agreement. If any covenant herein is determined by a court to be overly broad thereby making the covenant unenforceable, the parties agree and it is their desire that such court shall substitute a
reasonable judicially enforceable limitation in place of the offensive part of the covenant and that as so modified the covenant shall be as fully enforceable as if set forth herein by the parties themselves in the modified form. The covenants of
EMPLOYEE in this Agreement shall each be construed as an agreement independent of any other provision in this Agreement, and the existence of any claim or cause of action of EMPLOYEE against the EMPLOYER, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the EMPLOYER of the covenants in this Agreement. 
 11.5 Entire Agreement, Amendment and
Waiver. This Agreement constitutes the entire agreement and supersedes all prior agreements of the parties hereto relating to the subject matter hereof, and there are no oral terms or representations made by either party other than those herein.

  

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 This Agreement may not be amended, supplemented or waived except by a writing signed by the party against which such
amendment or waiver is to be enforced. The waiver by any party of a breach of any provision of this Agreement shall not operate to, or be construed as a waiver of, any other breach of that provision nor as a waiver of any breach of another
provision. 
 11.6 Survival of Rights and Obligations. All obligations of the EMPLOYEE stated in Section 10 of this Agreement shall continue to
have full force and effect after the date that this Agreement terminates. 
 11.7 Counterparts. This Agreement may be executed in two counterparts,
each of which is an original but which shall together constitute one and the same instrument. 
 11.8 Written Resignation. In the event this Agreement
is terminated for any reason (except by death), the EMPLOYEE agrees that if at the time EMPLOYEE is a director or officer of the EMPLOYER or any of its direct or indirect subsidiaries, EMPLOYEE will immediately deliver a written resignation as such
director or officer, such resignation to become effective immediately. 
 11.9 Return of Documents and Property. Upon the termination of the
EMPLOYEE’s employment with the EMPLOYER, or at any time upon the request of the EMPLOYER, the EMPLOYEE (or EMPLOYEE’s heirs or personal representatives) shall deliver to the EMPLOYER (a) all documents and materials (including, without
limitation, computer files) containing confidential information relating to the business and affairs of the EMPLOYER and its direct and indirect subsidiaries, and (b) all documents, materials and other property (including, without limitation,
computer files) belonging to the EMPLOYER or its direct or indirect subsidiaries, which in either case are in the possession or under the control of the EMPLOYEE (or EMPLOYEE’s heirs or personal representatives). 
 11.10 EMPLOYEE’s Representations. The EMPLOYEE represents and warrants to the EMPLOYER that (i) he is able to perform fully his duties and
responsibilities contemplated by this Agreement and (ii) there are no restrictions, covenants, agreements or limitations of any kind on his right or ability to enter into and fully perform the terms of this Agreement. 
 11.11 In the performance of the EMPLOYEE’s functions and duties, the EMPLOYEE agrees to dedicate the necessary time, attention and effort required and to always
behave in a manner that is in the best interests of the EMPLOYER. Forming part of this Agreement, the EMPLOYEE has received the “Code of Conduct” dated March, 2004 as may be amended from time to time to which he agrees to adhere. The
EMPLOYEE undertakes to respect and do its best to ensure that all employees under his authority will adhere to the EMPLOYER’s Policy and Procedure. 
  

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 The EMPLOYEE undertakes to act honestly and in good faith in particular; he shall refrain from placing himself in a
position of conflict of interest with the EMPLOYER. The EMPLOYER acknowledges and agrees that the EMPLOYEE will also be an employee of HENRY BIRKS & SONS INC. 
 Execution 
 Upon execution below by both parties, this Agreement will enter into full force and effect as of
July 1, 2006. 
 MAYOR’S JEWELERS INC. 
 Per: /s/ Thomas A. Andruskevich 
 Thomas A. Andruskevich, Chairman and Chief Executive
Officer 
 Signed at Montreal, this 7th day of July 2004 
 Acknowledged and accepted 
 Randolph
Dirth 
 Signature: /s/ Randolph Dirth 
 Signed at Montreal, this 8th day of July, 2004 
  

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