EMPLOYEE STOCK PURCHASE PLAN



 





Exhibit 10.1




MAYOR’S JEWELERS INC.

EMPLOYEE STOCK PURCHASE PLAN




As Amended




     The following constitute the provisions of the Employee Stock Purchase
Plan (herein called the “Plan”) of Mayor’s Jewelers, Inc. (the “Company”).



     1. Purpose. The purpose of the Plan is to provide employees of the
Company and its subsidiaries with an opportunity to purchase Common Stock of
the Company through payroll deductions. It is the intention of the Company to
have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of
the Internal Revenue Code of 1954, as amended. The provisions of the Plan
shall, accordingly, be constructed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code.



     2. Definitions.



          (a) “Board” shall mean the Board of Directors of the Company.



          (b) “Common Stock” shall mean the Common Stock, .0001 par value, of the
Company.



          (c) “Company” shall mean Mayor’s Jewelers, Inc., a Delaware corporation.



          (d) “Compensation” shall mean all regular straight time earnings, payments
of overtime, shift premiums, incentive compensation, incentive payments,
bonuses and commissions (except to the extent that the exclusion of any such
items is specifically directed by the Board or its committee).



          (e) “Designated Subsidiaries” shall mean the Subsidiaries which have been
designated by the Board from time to time, in its sole discretion, as eligible
to participate in the Plan.



          (f) “Employee” means any person, excluding senior officers of the Company,
who is customarily employed for at least twenty (20) hours per week and has
been so employed for at least four (4) months continuous by the Company or one
of its Designated Subsidiaries.



          (g) “Plan’” shall mean this Employee Stock Purchase Plan.



 









 





          (h) “Subsidiary” shall mean a corporation or affiliate entity
(partnership, joint venture or otherwise), domestic or foreign, of which not
less than 50% of the voting shares or control are held directly or indirectly
by the Company or an affiliate of the Company, whether or not such corporation
or affiliate entity now exists or is hereafter organized or acquired by the
Company or an affiliate of the Company.



     3. Eligibility.



          (a) Any Employee as defined in paragraph 2 shall be eligible to
participate in the Plan, subject to limitations imposed by Section 423(b) of
the Internal Revenue Code of 1954, as amended.



          (b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately after
the grant, such Employee would own shares (including outstanding options to
purchase) of stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of shares of the Company or of any parent
or subsidiary of the Company, or (ii) which permits his rights to purchase
shares under all employee stock purchase plans of the Company and its parent
and subsidiaries to accrue at a rate which exceeds $25,000 of the fair market
value of the shares (determined at the time such option is granted) for each
calendar year in which such stock option is outstanding at any time.



     4. Offering Dates. The Plan shall be implemented by one offering during
each six-month period of the Plan, commencing on or about July 1, 1987 and
continuing thereafter until terminated, in accordance with paragraph 19 hereof.
The Board of Directors of the Company shall have the power to change the
duration of offering periods with respect to future offerings without
shareholder approval, if such change is announced at least fifteen (15) days
prior to the scheduled beginning of the first offering period to be affected.



     5. Participation.



          (a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing a payroll deduction on the form
provided by the Company, and filing it with the Company’s or Designated
Subsidiary’s payroll office prior to the applicable offering date.



          (b) Payroll deductions for a participant shall commence on the first
payroll following the offering date and shall end on the termination date of
the offering to which such authorization is applicable, unless sooner
terminated by the participant as provided in paragraph 10.



     6. Payroll deductions.



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          (a) At the time a participant files his subscription agreement, he shall
elect to have payroll deductions made on each payday during the offering period
at a rate not exceeding 10% of the Compensation which he is to receive on such
payday, and the aggregate of such projected payroll deduction during the
offering period shall not exceed ten percent (10%) of his aggregate projected
Compensation during said offering period.



          (b) All payroll deductions authorized by participant shall be credited to
his account under the Plan. A participant may not make any additional payments
into such account.



          (c) A participant may discontinue his participation in the Plan as
provided in paragraph 10, or may lower, but not increase, the rate of his
payroll deductions during the offering by completing and filing with the
Company or Designated Subsidiary a new authorization for payroll deduction. The
change in rate shall be effective within fifteen (15) days following the
Company’s receipt of the new authorization.



     7. Grant of Option.



          (a) At the beginning of each six-month offering period, each eligible
Employee participating in the Plan shall be granted an option to purchase (at
the per share option price set forth in Section 7(b)) up to a number of shares
of the Company’s Common Stock purchasable by each Employee’s projected
accumulated payroll deduction (not to exceed an amount equal to ten percent
(10%) of his Compensation as of the date of the commencement of the applicable
offering period) divided by eighty-five percent (85%) of the fair market value
of a share of the Company’s Common Stock at the beginning of said offering
period, subject to the limitations set forth in Section 3(b) and 12 hereof.
Fair market value of a share of the Company’s Common Stock shall be determined
as provided in Section 7(b) herein.



          (b) The option price per share of such shares shall be the lesser of: (i)
85% of the fair market value of a share of the Common Stock of the Company at
the commencement of the six-month offering period; or (ii) 85% of the fair
market value of a share of the Common Stock of the Company at the time the
option is exercised at the termination of the six-month offering period. The
fair market value of the Company’s Common Stock on a given date shall be the
reported closing price for that date.



     8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in paragraph 10, his option for the purchase of shares shall be
exercised automatically at the end of the offering period, and the maximum
number of full shares subject to option shall be purchased for him at the
applicable option price with the accumulated payroll deductions in his
account. During his lifetime, a participant’s option to purchase shares
hereunder is exercisable only by him.



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     9. Delivery. As promptly as practicable after the termination of each
offering, the Company shall arrange the delivery to each participant, as
appropriate, of a certificate representing the shares purchased upon exercise
of his option. Any cash remaining to the credit of a participant in his account
under the Plan after a purchase of shares at the termination of each offering
period, or which is insufficient to purchase a full share of Common Stock of
the Company, shall be returned to the participant.



     10. Withdrawal; Termination of Employment.



          (a) A participant may withdraw all but not less than all the payroll
deductions credited to his account under the Plan at any time prior to the end
of the offering period by giving written notice to the Company or Designated
Subsidiary. All of the participant’s payroll deductions credited to his
account shall be paid to him promptly after receipt of his notice of withdrawal
and his option for the current period shall be automatically terminated, and no
further payroll deductions for the purchase of shares shall be made for him
during the offering period.



          (b) Upon termination of the participant’s employment prior to the end of
the offering period for any reason, including retirement or death, the payroll
deductions credited to his account shall be returned to him or, in the case of
his death, to the person or persons entitled thereto under paragraph 14, and
his option shall be automatically terminated.



          (c) In the event an Employee fails to remain in the continuous employ of
the Company or a Designated Subsidiary for at least twenty (20) hours per week
during the offering period in which the employee is a participant, he shall be
deemed to have elected to withdraw from the Plan and the payroll deductions
credited to his account shall be returned to him and his option terminated.



          (d) A participant’s withdrawal from an offering shall not have any effect
upon his eligibility to participate in a succeeding offering or in any similar
plan which may hereafter be adopted by the Company or a Designated Subsidiary.



     11. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.



     12. Stock.



          (a) The maximum number of shares of the Company’s Common Stock which shall
be made available for sale under the Plan shall be



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1,062,500 shares, subject to adjustment upon changes in capitalization of
the Company as provided in paragraph 18. The shares to be sold to participants
under the Plan may, at the election of the Company, be either treasury shares,
shares authorized but unused, or shares purchased on the open market. If the
total number of shares, which would otherwise be subject to options granted
pursuant to Section 7(a) hereof, at the beginning of an offering period exceeds
the number of shares then available under the Plan (after deduction of all
shares for which options have been exercised or are then outstanding), the
Company shall allocate options for shares remaining available for option grant
pro rata among the participants in accordance with the amounts otherwise
determined pursuant to Section 7(a). In such event, the Company shall give
written notice of such reduction of the number of shares subject to the option
to each participant affected thereby and shall similarly reduce the rate of
payroll deductions, if necessary.




          (b) A participant shall have no interest or voting right in shares covered
by his option until such option has been exercised.



          (c) Shares to be delivered to a participant under the Plan shall be
registered either in the name of the participant or in the name of the
participant and his spouse.



     13. Administration. The Plan shall be administered by the Board of
Director’s of the Company or a committee appointed by the Board. The
administration, interpretation or application of the Plan by the Board or its
committee shall be final, conclusive and binding upon all participants. Members
of the committee who are eligible Employees are permitted to participate in the
Plan.



     14. Designation of Beneficiary.



          (a) A participant may file a written designation of a beneficiary who is
to receive any shares or cash or both to which the participant may be entitled
under the Plan at the time of his death.



          (b) Such designation of beneficiary may be changed by the participant at
any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary validly designated under the Plan who is living at
the time of such participant’s death, the Company shall delivery any shares and
any cash to which the participant was entitled to the executor or administrator
of the estate of the participant, or if no such executor or administrator has
been appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver any such shares and any such cash to the spouse or
children of the participant, or if no spouse or no child is known to the
Company, then to such other person as the Company may designate.



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     15. Transferability. Neither payroll deductions credited to a
participant’s account nor any rights with regard to the exercise of any option
or rights to receive shares under the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way (other than by will, the laws of
descent and distribution or as provided in paragraph 14 hereof) by the
participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such act
as an election to withdraw funds in accordance with paragraph 10.



     16. Use of Funds. All payroll deductions received or held by the Company
or a Designated Subsidiary under the Plan may be used by the Company or a
Designated Subsidiary for any corporate purpose, and the Company or a
Designated Subsidiary shall not be obligated to segregate such payroll
deductions.



     17. Reports. Individual accounts shall be maintained for each participant
in the Plan. Statements of account shall be given to participating Employees
semiannually promptly following the stock purchase date, which statements shall
set forth the amount of payroll deductions, the per share purchase price, the
number of shares purchased and the remaining cash balance, if any.



     18. Adjustments Upon Changes in Capitalization. Subject to any required
action by the shareholders of the Company, the number of shares of Common Stock
covered by each option under the plan which has not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but have not yet been placed under option (collectively, the
“Reserves”), as well as the price per share of Common Stock covered by each
option under the Plan which has not yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of shares
of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been “effected without receipt of consideration.”
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issue by the Company of shares of Stock of any class shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.



     The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Common Stock covered by each outstanding option, in the event that the
Company effects one or more reorganizations, capitalizations, rights, offerings
or other increases or reductions of shares of its outstanding Common



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Stock, and in the event the Company is consolidated with or merged into
any other corporation.




     19. Amendment or Termination. The Board of Directors of the Company may at
any time terminate or amend the Plan. No termination shall affect options
previously granted. No amendment shall make any change in any option granted
under the Plan which adversely affects the right of any participant. No
amendment shall be made without prior approval of the shareholders of the
Company if such amendment would:



          (a) Increase the number of shares that may be issued under the Plan;



          (b) Permit payroll deductions at a rate in excess of ten percent (10%) of
the participant’s Compensation;



          (c) Materially modify the requirements as to eligibility for participation
in the Plan; or



          (d) Materially increase the benefits which may accrue to participants
under the Plan.



     20. Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt hereof.



     21. Shareholder Approval. This Plan shall be subject to approval by the
affirmative vote of the holders of a majority of the outstanding shares of the
Company present or represented and entitled to vote thereon.



     22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to any option unless the exercise of such option and issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance. As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment
and without any present intention to sell or distribute such shares if, in the
opinion of counsel for the company, such a representation is required by any of
the aforementioned applicable provisions of law.




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