Interim Executive Services Agreement



 EXHIBIT 10.3 
  
 

 
  
  
 Tatum CFO Partners, LLP 
  
 Interim Executive Services Agreement 
  
 December 16, 2004 
  
 Mr. Thomas A. Andruskevich

 Chairman of the Board & Chief Executive Officer Mayor’s Jewelers, Inc 
 14051 NW 14th Street 
 Sunrise, FL 33323 
  
 Dear Andruskevich:

  
 Tatum CFO Partners, LLP (“Tatum”) understands that Mayor’s
Jewelers, Inc. (“the Company”) desires to engage a partner of Tatum to serve as interim chief financial officer. This Interim Executive Services Agreement sets forth the conditions under which such services will be provided. 
  
 Services; Fees 
  
 Tatum will make available to the Company Larry Litowitz (the “Tatum Partner”), who will serve as the Interim Chief Financial
Officer of the Company. The Tatum Partner will become an employee and an appointed officer of the Company and subject to the supervision and direction of the CEO of the Company, the board of directors of the Company, or both. Tatum will have no
control or supervision over the Tatum Partner. 
  
 The Company will pay the Tatum
Partner directly a salary of $24,000 a month. 
  
 In addition, the Company
will pay directly to Tatum a fee of $6,000 monthly as partial compensation for resources provided. 
  
 The Company will have no obligation to provide the Tatum Partner any benefits or compensation other than the $24,000 a month as stated above.  
  

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 Payments; Deposit 
  
 Payments to Tatum should be made by direct deposit through the Company’s payroll, or by an automated clearing-house (“ACH”) payment at the same time as
payments are made to the Employee. If such payment method is not available and payments are made by check, Tatum will issue invoices to the Company, and the Company agrees to pay such invoices no later than ten (10) days after receipt of invoices.

  
 The Company will reimburse the Tatum Partner directly for out-of-pocket
expenses incurred by the Tatum Partner in providing services hereunder to the same extent that the Company is responsible for such expenses of senior managers of the Company, in accordance with Company policy. 
  
 Tatum will be entitled to receive all reasonable costs and expenses incidental to the
collection of overdue amounts under this agreement, including but not limited to attorneys’ fees actually incurred. 
  
 Company agrees to pay Tatum and to maintain a security deposit of $20,000.00 for the Company’s future payment obligations to both Tatum and the Tatum Partner under
this agreement (the “Deposit”). If the Company breaches this agreement and fails to cure such breach as provided in this agreement, Tatum will be entitled to apply the Deposit to its damages resulting from such breach. Upon termination or
expiration of this agreement, Tatum will return to the Company the balance of the Deposit remaining after application of any amounts to unfulfilled payment obligations of the Company to Tatum or the Tatum Partner as provided for in this
agreement. 
  
 Converting Interim to Permanent 
  
 The Company will have the opportunity to make the Tatum Partner a permanent member of
Company management at any time during the term of this agreement by entering into another form of Tatum agreement, the terms of which will be negotiated at such time. 
  
 Hiring Tatum Partner Outside of Agreement 
  

During the twelve (12)-month period following termination or expiration of this agreement, other than in connection with another Tatum agreement, the Company will not
employ the Tatum Partner, or engage the Tatum Partner as an independent contractor, to render services of substantially the same nature as those to be performed by the Tatum Partner as contemplated by this agreement. The parties recognize and agree
that a breach by the Company of this provision would result in the loss to Tatum of the Tatum Partner’s valuable expertise and revenue potential and that such injury will be impossible or very difficult to ascertain. Therefore, in the event
this provision is breached, Tatum will be entitled to receive as liquidated damages an amount equal to twenty-five percent (25%) of the Tatum Partner’s Annualized Compensation (as defined below), which amount the parties agree is reasonably
proportionate to the probable loss to Tatum and is not intended as a penalty. If, however, a court or arbitrator, as applicable, determines that liquidated damages are not appropriate for such breach, Tatum will have the right to seek actual
damages. The amount will be due and payable to Tatum upon written demand to the Company. For this purpose, “Annualized Compensation” will mean monthly Salary equivalent to what the Tatum Partner would receive on a full-time basis
multiplied by twelve (12), plus the maximum amount of any bonus for which the Tatum Partner was eligible with respect to the then current bonus year. 
  

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 Term & Termination 
  

This agreement shall have a term of ninety (90) days following the date hereof, after which it shall expire unless extended by the parties in writing at least fifteen
(15) days prior to the scheduled expiration date for such extension period as they may agree. In the event the parties agree to extend this agreement on an at-will basis, then, during the at-will period, a minimum of fifteen (15) days’ advance
written notice must be given by the party desiring to terminate this agreement, during which Tatum shall continue to be paid and, if requested by the Company, to perform services hereunder. 
  
 Tatum retains the right to terminate this agreement immediately if (1) the Company is engaged
in or asks the Tatum Partner to engage in or to ignore any illegal or unethical activity, (2) the Tatum Partner dies or becomes disabled, or (3) the Tatum Partner ceases to be a partner of Tatum for any other reason. For purposes of this agreement,
disability will be as defined by the applicable policy of disability insurance or, in the absence of such insurance, by Tatum’s management acting in good faith. The Company retains the right to terminate this agreement immediately if (1) Tatum
Partner engages in any illegal or unethical activity or (2) the Tatum Partner dies or becomes disabled. 
  
 In the event that either party commits a breach of this agreement and fails to cure the same within seven (7) days following delivery by the non-breaching party of written notice specifying the nature of the breach,
the non-breaching party will have the right to terminate this agreement immediately effective upon written notice of such termination. 
  
 Insurance 
  
 The Company will provide Tatum or the Tatum Partner with written evidence that the Company maintains directors’ and officers’ insurance in an amount reasonably acceptable to the Tatum Partner at no
additional cost to the Tatum Partner, and the Company will maintain such insurance at all times while this agreement remains in effect. In addition, if at such time it is necessary to put a “tail” in place, the Tatum Partner would be
covered no less favorably than the other Mayor’s officers. 
  
 Disclaimers, Limitations of Liability & Indemnity 
  
 Tatum assumes no responsibility or liability under this agreement other than to render the services called for hereunder and will not be responsible for any action taken by the Company in following or declining to follow any of Tatum’s
advice or recommendations. Tatum represents to the Company that Tatum has conducted its standard screening and investigation procedures with respect to the Tatum Partner becoming a partner in Tatum, and the results of the same were satisfactory to
Tatum. Tatum disclaims all other warranties, either express or implied. Without limiting the foregoing, Tatum makes no representation or warranty as to the accuracy or reliability of reports, projections, forecasts, or any other information derived
from use of Tatum’s resources, and Tatum will not be liable for any claims of reliance on such reports, projections, forecasts, or information. Tatum will not be liable for any non-compliance of reports, projections, forecasts, or information
or services with federal, state, or local laws or regulations. Such reports, projections, forecasts, or information or services are for the sole benefit of the Company and not any unnamed third parties. 
  
 In the event that any partner of Tatum (including without limitation the Tatum Partner to the
extent not otherwise entitled in his or her capacity as an officer of the Company) is subpoenaed or otherwise required to appear as a witness or Tatum or such partner is required to provide 

  

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evidence, in either case in connection with any action, suit, or other proceeding initiated by a third party or by the Company against a third party, then
the Company shall reimburse Tatum for the costs and expenses (including reasonable attorneys’ fees) actually incurred by Tatum or such partner and provide Tatum with compensation at Tatum’s customary rate for the time incurred. 

 
 The Company agrees that, with respect to any claims the Company may assert against Tatum
in connection with this agreement or the relationship arising hereunder, Tatum’s total liability will not exceed two (2) months of Fees. 
  
 As a condition for recovery of any liability, the Company must assert any claim against Tatum within three (3) months after discovery or sixty, (60) days after the
termination or expiration of this agreement, whichever is earlier. 
  
 Tatum will
not be liable in any event for incidental, consequential, punitive, or special damages, including without limitation, any interruption of business or loss of business, profit, or goodwill. 
  
 Arbitration 
  
 If the parties are unable to resolve any dispute arising out of or in connection with this agreement, either party may refer the dispute to
arbitration by a single arbitrator selected by the parties according to the rules of the American Arbitration Association (“AAA”), and the decision of the arbitrator will be final and binding on both parties. Such arbitration will be
conducted by the Atlanta, Georgia office of the AAA. In the event that the parties fail to agree on the selection of the arbitrator within thirty (30) days after either party’s request for arbitration under this paragraph, the arbitrator will
be chosen by AAA. The arbitrator may in his discretion order documentary discovery but shall not allow depositions without a showing of compelling need. The arbitrator will render his decision within ninety (90) days after the call for arbitration.
The arbitrator will have no authority to award punitive damages. Judgment on the award of the arbitrator may be entered in and enforced by any court of competent jurisdiction. The arbitrator will have no authority to award damages in excess or in
contravention of this agreement and may not amend or disregard any provision of this agreement, including this paragraph. Notwithstanding the foregoing, either party may seek appropriate injunctive relief from a court of competent jurisdiction, and
either party may seek injunctive relief in any court of competent jurisdiction. 
  
 Miscellaneous 
  
 Tatum will be entitled to receive all reasonable
costs and expenses incidental to the collection of overdue amounts under this Resources Agreement, including but not limited to attorneys’ fees actually incurred. 
  
 Neither the Company nor Tatum will be deemed to have waived any rights or remedies accruing under this agreement unless such waiver is in
writing and signed by the party electing to waive the right or remedy. This agreement binds and benefits the respective successors of Tatum and the Company. 
  
 Neither party will be liable for any delay or failure to perform under this agreement (other than with respect to payment obligations) to the extent such delay or failure
is a result of an act of God, war, earthquake, civil disobedience, court order, labor dispute, or other cause beyond such party’s reasonable control. 
  

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 The provisions concerning payment of compensation and reimbursement of costs and expenses, limitation of liability,
directors’ and officers’ insurance, and arbitration will survive the expiration or any termination of this agreement. 
  
 This agreement will be governed by and construed in all respects in accordance with the laws of the State of Georgia, without giving effect to conflicts-of-laws
principles. 
  
 The terms of this agreement are severable and may not be amended
except in writing signed by the party to be bound. If any portion of this agreement is found to be unenforceable, the rest of the agreement will be enforceable except to the extent that the severed provision deprives either party of a substantial
benefit of its bargain. 
  
 Nothing in this agreement shall confer any rights upon
any person or entity other than the parties hereto and their respective successors and permitted assigns and the Tatum Partner. 
  
 Each person signing below is authorized to sign on behalf of the party indicated, and in each case such signature is the only one necessary. 
  
 Bank Lockbox Mailing Address for Deposit and Fees: 
  
 Tatum CFO Partners, LLP 
 P.O. Box 403291 
 Atlanta, GA 30384-3291 
  
 Electronic Payment Instructions for Deposit and Fees: 
  
 Bank Name:
                             
 Branch:                              
 Routing  Number:
                             
 Account Name: Tatum CFO Partners, LLP 
 Account Number:
                             
 Please reference: Mayor’s Jewelers, Inc., in the body of the wire. 
  
 Please sign below and return a signed copy of this letter to indicate the Company’s agreement with its terms and conditions. 
  
 We look forward to serving you. 
  

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 Sincerely yours, 
  

					
	 TATUM CFO PARTNERS, LLP
  
	 	 	 	 Acknowledged and agreed by:
  
 Mayor’s Jewelers, Inc.

			
	/S/    NEIL HAMILTON         	 	 	 	/S/    THOMAS A.
ANDRUSKEVICH        
	Signature	 	 	 	Signature
			
	Neil Hamilton         	 	 	 	Thomas A. Andruskevich
	 	 	 	 	(Print name)
			
	Area Managing Partner for TATUM CFO PARTNERS, LLP	 	 	 	President & CEO
	 	 	 	 	(Title)
			
	  	 	 	 	December 16, 2004
	 	 	 	 	(Date)

  

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