AMENDED EMPLOYMENT AGREEMENT



 





Exhibit 10.26




AMENDED EMPLOYMENT AGREEMENT




	 	 	 
	BY AND BETWEEN:

	 	MAYOR’S JEWELERS, INC., a corporation duly incorporated
according to the laws of the state of Delaware, having its
head office at 14051 NW 14th Street, Sunrise, Florida,
33323, USA, herein acting and represented by Marc
Weinstein or Filippo Recami or Ann Spector Lieff, duly
authorized for the purposes hereof as he hereby declares
(hereinafter referred to as the “EMPLOYER”),
	 
	 	 
	AND:

	 	THOMAS A. ANDRUSKEVICH, residing and domiciled at 22
Roxiticus Road, Mendham, New Jersey, United States of
America (hereinafter referred to as the “EXECUTIVE”)






WHEREAS the EMPLOYER is engaged in the business of the operation of a chain of
retail stores in Florida, Georgia and certain other states specializing in
fine quality jewelry, watches and giftware;



WHEREAS the EMPLOYER engaged the EXECUTIVE as its President and Chief Executive
Officer on October 1, 2002 for a term expiring March 31, 2005 and wishes to
continue such employment after such term, the whole upon the terms and
conditions hereinafter set forth;



NOW, THEREFORE, FOR THE REASONS SET FORTH ABOVE, AND IN CONSIDERATION OF THE
MUTUAL PREMISES AND AGREEMENTS HEREINAFTER SET FORTH, THE PARTIES HERETO
ACKNOWLEDGE AND AGREE AS FOLLOWS:





	1.	 	PRELIMINARY




1.1 The preamble hereto shall form an integral part hereof as if recited herein
at length.



1.2 The parties acknowledge that this Agreement constitutes the entire
agreement between the parties concerning the employment of the EXECUTIVE by the
EMPLOYER during the term hereof and supersedes any and all prior negotiations,
agreements or understandings with respect thereto, whether written or
otherwise.




 









 





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2.      NATURE OF SERVICES



2.1 The EMPLOYER hereby engages and hires the EXECUTIVE to be its President and
Chief Executive Officer during the term of this Agreement and the EXECUTIVE
hereby accepts and agrees to such engagement and employment. In addition, the
EXECUTIVE hereby agrees to serve as a director (and Chairman of the Board of
Directors of the EMPLOYER should he be elected as such by the shareholders(s)
of the EMPLOYER).



2.2 During the term of employment, the EXECUTIVE shall devote himself to the
business of the EMPLOYER and shall not be employed or engaged in any capacity
in promoting, undertaking or carrying on any other business, without the prior
written approval of the EMPLOYER. The EMPLOYER hereby acknowledges that the
EXECUTIVE is employed by HENRY BIRKS & SONS INC. (“BIRKS”) as its President and
Chief Executive Officer and that the EXECUTIVE also serves as a member of the
Board of Directors of Brazilian Emeralds Inc. and may serve as a member of the
Board of Directors of The Robbins Company with all of the duties commensurate
with such positions.



2.3 The EXECUTIVE shall perform such executive duties and have such
responsibilities as are consistent with his capacity as President and Chief
Executive Officer, as well as those duties and responsibilities which the Board
of Directors of the EMPLOYER may delegate to the EXECUTIVE from time to time.



2.4 The EXECUTIVE shall have control over the organization of his work and
shall be responsible, in his best judgment, for determining the means and
methods for performing his services hereunder. The EXECUTIVE shall have,
subject to the directions of the Board of Directors, full power and authority
to manage the business and affairs of the EMPLOYER, including power and
authority to enter into contracts, engagements or commitments of every nature
or kind in the ordinary course of business in the name of or on behalf of the
EMPLOYER and to engage and employ and to dismiss all managers and other
employees of the EMPLOYER.



2.5 The EXECUTIVE shall perform his duties as President and Chief Executive
Officer diligently and conscientiously and loyally and shall use his best
efforts to promote the interests of the EMPLOYER.




3.      TERM



3.1 The term of this Agreement and the continued employment of the EXECUTIVE
(the “Term”) shall begin on April 1, 2005 (the “Commencement Date”) and shall
continue until March 31, 2008 (the “Termination Date”).



3.2 The EXECUTIVE’s current employment agreement with the EMPLOYER terminating
March 31, 2005 shall continue in force until such date and then shall be
considered renewed and replaced with the present agreement.










 





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3.3 In the event that the EMPLOYER elects not to renew this agreement or
continue the employment of the EXECUTIVE after the Termination Date, the
EMPLOYER shall send to the EXECUTIVE, on or before March 31, 2007, a written
notice of such desire to terminate. In the event that the EMPLOYER terminates
the relationship and should the EXECUTIVE be unable to find another suitable
employment position commencing April 1, 2008, then the EMPLOYER shall
compensate the EXECUTIVE by continuing to pay to the EXECUTIVE the same base
salary as that which was payable to him pursuant to Section 4.1 during the
period terminating March 31, 2008, the whole for the period in which the
EXECUTIVE is unable to find a suitable position, to a maximum of twelve (12)
months. During such period, the EXECUTIVE shall also be entitled to receive a
monthly bonus determined as the average monthly bonus which was paid to him
during his period of employment and the same benefits as provided in Section
4.4. Should the EMPLOYER so desire, however, the EXECUTIVE shall continue to
render services to the EMPLOYER during the period in which such additional
compensation is paid, it being understood that EXECUTIVE would spend certain of
such time actively looking for alternate employment. Notwithstanding the
generality of the foregoing, in the event that the EXECUTIVE makes a diligent
attempt to negotiate the renewal of this Agreement prior to the end of March,
2007, but the EMPLOYER has neither finalized its decision with respect thereto
nor provided the EXECUTIVE with a written notice of termination, then the
maximum period within which the additional compensation hereunder shall be
paid, in the event that the EMPLOYER subsequently determines not to renew this
Agreement, shall be extended by one month for each month between March 31, 2007
and the date upon which the written notice of termination is ultimately
delivered to the EXECUTIVE.




4.      REMUNERATION AND BENEFITS



4.1 In consideration of the services to be rendered pursuant to this Agreement,
the EMPLOYER shall pay to the EXECUTIVE an annual base salary of $US 500,000,
payable in accordance with the normal payroll practices established by the
EMPLOYER. Provided that the EXECUTIVE’s performance and the EMPLOYER’S
financial performance are satisfactory and same is confirmed by the Executive
Committee and Compensation Committee, then the EXECUTIVE’s annual base salary
shall be increased to $US 600,000 on April 1, 2006. The EXECUTIVE shall be
eligible to receive annual base salary increases as determined by the Board of
Directors (or a committee thereof), in its sole discretion based upon the
EXECUTIVE’s performance. The base salary as so increased shall be considered
the new base salary for all purposes of this Agreement.



4.2 For each fiscal year of the EMPLOYER that ends during the Term, the
EXECUTIVE shall be entitled to receive an annual cash bonus based upon his
achievement of performance goals, as established in advance by the Compensation
Committee of the Board of Directors of the EMPLOYER after consultation with the
EXECUTIVE. Such bonus shall be determined in accordance with the performance
criteria set forth in Exhibit A. If such performance criteria are met, the
target bonus shall be eighty percent (80%) of the base salary for the fiscal
year ending March 31, 2006, ninety percent (90%) of the base salary for the
fiscal year terminating March 31, 2007 and one hundred percent (100%) of the
base salary for the fiscal year terminating March 31, 2008 but shall in each
case not be more than 150% of the target bonus. The EMPLOYER shall pay the
entire annual bonus (if any) that is payable with respect to a fiscal year in a
lump sum cash








 





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payment as soon as practicable after the Compensation Committee can determine
whether the performance goals have been achieved based on the EMPLOYER’s
audited financial results for such year but no later than the earlier of 90
days after such fiscal year end or the date on which the audited financial
statements are completed and filed with the Securities and Exchange Commission.



For example, in the fiscal year terminating March 31, 2006, should the
EXECUTIVE’s base salary be $500,000 per annum, the target bonus would be
$400,000 and the maximum bonus would be $600,000.



4.3 The EXECUTIVE shall be entitled to five (5) weeks paid vacation leave in
each calendar year throughout the Term. The EXECUTIVE shall be entitled to
carry forward any unused vacation time for one (1) calendar year, which shall
accrue in his favour until used.



4.4 Provided that such benefits are not a duplication of the benefits and
coverages already provided to the EXECUTIVE by BIRKS, the EXECUTIVE shall be
eligible for comprehensive health and dental insurance in such amounts as is
available to all other executives of the EMPLOYER, as well as all benefits
under such pension plans, benefit plans and arrangements, and other insurance
coverages maintained for its senior executives.



4.5 The EMPLOYER shall provide the EXECUTIVE with adequate “Directors and
Officers” liability insurance coverage, commensurate with existing coverage and
industry standards. In this regard, to the fullest extent permitted by law,
the EMPLOYER will indemnify EXECUTIVE and hold him harmless from all claims
arising from any action taken by him, or his failure to act, within the scope
of his authority as an officer of the EMPLOYER and/or its subsidiaries, unless
the action or omission is fraudulent or constitutes willful misconduct or gross
negligence.



4.6 Recognizing the requirement for entertainment of suppliers, special
customers and others by the EXECUTIVE, the EXECUTIVE shall be reimbursed for
all reasonable expenses incurred by him in the fulfilment of his duties
hereunder, the whole upon the presentation of appropriate receipts or vouchers.



4.7 The EXECUTIVE shall have access to and be entitled to the non-exclusive use
of a company car and company apartment (which rent must be similar to the
EMPLOYER’s existing company apartment) when in Florida to perform his duties at
the head office of the EMPLOYER. While such use shall be non-exclusive, the
EXECUTIVE shall be entitled to such use on a priority basis.




5.      STOCK OPTIONS



5.1 The EMPLOYER shall grant to the EXECUTIVE on the Commencement Date stock
options to purchase 1,000,000 shares of the EMPLOYER’s common stock (or any
successor entity) with an exercise price per share equal to the fair market
value of a share on April 1, 2005 (as adjusted if necessary for any subsequent
events). If the EMPLOYER cannot or decides not to grant such stock options, the
EXECUTIVE will be provided with the equivalent after tax value of such stock
options through an alternative long term incentive compensation plan. The
options will








 





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become exercisable as to one-third (1/3) of the total options granted on each
of the following dates: March 31, 2006, March 31, 2007 and March 31, 2008. Once
exercisable, the options will remain exercisable until the earlier of (i) the
tenth anniversary of the date of grant of the option or (ii) the second
anniversary of the termination of employment with the EMPLOYER for any reason,
except that if employment is terminated for Cause (as defined below), the
options will terminate on the EXECUTIVE’s last day of employment with the
EMPLOYER and except that in the event of the retirement of the EXECUTIVE the
options will remain exercisable until the tenth anniversary of the date of
retirement or the longest period allowed by the Stock Option Plan of the
EMPLOYER. The options will be granted pursuant to the EMPLOYER’s 1991 Stock
Option Plan, and, subject to the above, shall be subject to the terms of such
plan. Shares issuable under such plan have been duly registered.




6.      TERMINATION



6.1 Certain Definitions. For purposes of this Agreement, the following terms
have the meanings indicated:





	 	(a)	 	“Cause” shall mean: (i) the willful and continued failure
by the EXECUTIVE to substantially perform his duties for the
EMPLOYER (other than any such failure resulting from the EXECUTIVE’s
incapacity due to physical or mental illness, or any such actual or
anticipated failure after the EXECUTIVE announces his intention to
resign for Good Reason), and such failure is not cured by the
EXECUTIVE within thirty (30) days from the date the EMPLOYER
notifies the EXECUTIVE thereof in writing, (ii) the willful
engaging by the EXECUTIVE in misconduct which is financially
injurious to the EMPLOYER, or (iii) the EXECUTIVE’s conviction or
a pleading of guilty or nolo contendre with respect to the
commission of a felony. No act, or failure to act, on the
EXECUTIVE’s part shall be considered “willful” unless done, or
omitted to be done, by him not in good faith and without reasonable
belief that his action or omission was in the best interest of the
EMPLOYER.






	 	(b)	 	“Change in Control” shall be deemed to have occurred as of
the first day that any one or more of the following conditions shall
have been satisfied: (i) any “Person” as such term is used in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”) (other than members of the Controlling Shareholder
Group, the EMPLOYER, any trustee or other fiduciary holding
securities under any employee benefit plan of the EMPLOYER, or any
company controlled, directly or indirectly, by the controlling
shareholders of the EMPLOYER), is or becomes the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the EMPLOYER representing 30% or more
of the combined voting power of the EMPLOYER’s then outstanding
securities; (ii) the shareholders of the EMPLOYER approve a merger
or consolidation of the EMPLOYER with any other corporation or
entity, OTHER THAN a merger or consolidation which would result in
the voting securities of the EMPLOYER outstanding immediately prior
thereto continuing to represent (either by remaining










 




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	 	 	 	outstanding or by being converted into voting securities of the
surviving entity) more than 80% of the combined voting power of the
voting securities of the EMPLOYER or such surviving entity
outstanding immediately after such merger or consolidation; or a
merger or consolidation with or into any company the voting
securities of which are beneficially owned 50% or more by the
Controlling Shareholder Group, provided that the voting securities of
the surviving entity outstanding immediately after such merger or
consolidation are beneficially owned 30% or more by the Controlling
Shareholder Group; (iii)
the shareholders of the EMPLOYER approve a plan of complete
liquidation of the EMPLOYER or an agreement for the sale or
disposition by the EMPLOYER of all or substantially all of the
EMPLOYER’s assets; or (iv) the total combined voting power of the
EMPLOYER (or any successor entity) represented by shares of voting
stock owned by members of the Controlling Shareholder Group is
reduced to 30% or less.






	 	 	 	Notwithstanding the foregoing, in no event shall a Change of
Control be deemed to have occurred, with respect to the EXECUTIVE,
if the EXECUTIVE is part of a purchasing group which consummates a
transaction causing a Change in Control. The EXECUTIVE shall be
deemed “part of a purchasing group” for purposes of the preceding
sentence if the EXECUTIVE is a direct or indirect equity
participant in the purchasing company or group. The “Controlling
Shareholder Group” includes: (i) Dr Lorenzo Rossi di Montelera,
(ii) the spouse and lineal descendants of Dr. Lorenzo Rossi di
Montelera; (iii) any trust whose principal beneficiaries are
persons described in clauses (i) and (ii); and (iv) Affiliates of
the persons described in clauses (i), (ii) and (iii). An
“Affiliate” of a person is a person that directly or indirectly,
through one or more intermediaries, controls or is controlled by,
or is under common control with such person. A “person” includes
any natural person and any corporation, limited liability company,
partnership, trust or other entity.






	 	(c)	 	“Code” shall mean the Internal Revenue Code of 1986 as
amended.






	 	(d)	 	“Disability” shall mean the EXECUTIVE’S inability to perform
his duties by reason of mental or physical disability for at least
one-hundred eighty (180) days in any three-hundred sixty-five (365)
day period. In the event of a dispute as to whether the EXECUTIVE is
disabled within the meaning hereof, either party may from time to
time request a medical examination of the EXECUTIVE by a doctor
appointed by the Chief of Staff of a hospital selected by mutual
agreement of the parties, or as the parties may otherwise agree, and
the written medical opinion of such doctor shall be conclusive and
binding upon the parties as to whether the EXECUTIVE has become
disabled and the date when such disability arose. The cost of any
such medical examination shall be borne by the EMPLOYER.






	 	(e)	 	“Good Reason” shall mean, without the EXECUTIVE’s written
consent, (i) the EMPLOYER changes the EXECUTIVE’s status, title or
position as an officer of the EMPLOYER and such change represents a
material reduction in such status, title or position conferred
hereunder, and/or (ii) the EMPLOYER materially breaches any material
provision of this Agreement (including, without limitation, a
reduction in the EXECUTIVE’s base salary), and/or (iii) there is a
reduction in the aggregate of the level of benefits available to the
EXECUTIVE pursuant to Section 4.4 and such change, breach or
reduction is not cured by the EMPLOYER within thirty (30) days











 





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	 	 	 	from the date EXECUTIVE delivers a Notice of Termination for Good
Reason. Such “Notice of Termination for Good Reason” shall include
the specific section of this Agreement which was relied upon and
the reason that the EMPLOYER’s act or failure to act has given rise
to his termination for Good Reason.




6.2 Termination Without
Cause or Resignation with Good Reason





	 	 	 	In the event at any time of (i) the termination of the employment of the
EXECUTIVE without Cause (for any reason other than by death or
Disability) or (ii) the resignation of the EXECUTIVE from the EMPLOYER
within 30 days of an event constituting Good Reason, the EMPLOYER shall
pay or provide to the EXECUTIVE the following:






	 	(i)	 	any earned and accrued but unpaid installment of
base salary through the date of the EXECUTIVE’s resignation or
termination at the rate in effect immediately prior to such
resignation or termination (or, if greater, immediately prior
to the occurrence of an event that constitutes Good Reason)
and all other unpaid amounts to which the EXECUTIVE is
entitled as of such date under any compensation plan or
program of the EMPLOYER (including payment for any vacation
time not taken during the year in which termination occurs),
such payments to be made in a lump sum within 15 days
following the date of resignation or termination; and






	 	(ii)	 	the amount the EXECUTIVE would have been entitled
to pursuant to Section 4.2, had EXECUTIVE remained employed
through the end of the fiscal year in which termination
occurs, multiplied by a fraction, the numerator of which is
the number of days from the beginning of such fiscal year to
the date of termination, and the denominator of which is 365,
such amount to be paid no later than the time annual bonuses
are paid to other executives of the EMPLOYER; and






	 	(iii)	 	in lieu of any further salary payments to the
EXECUTIVE for periods subsequent to his date of resignation or
termination, an amount equal to the EXECUTIVE’s base salary in
effect immediately prior to the EXECUTIVE’s resignation or
termination (or, if greater, immediately prior to the
occurrence of an event that constitutes Good Reason) for the
period (the “Period”) that is the unexpired portion of the
Term plus up to a maximum of twelve (12) months being the
period in which the EXECUTIVE is unable to find another
suitable employment position. In order to ensure compliance
with Section 3.3, in the event that the termination or
resignation occurs between March 31, 2007 and March 31, 2008,
then the Period shall be one (1) year plus up to a maximum of
twelve (12) months being the period in which the EXECUTIVE is
unable to find another suitable employment position. The
payment for the unexpired portion of the term (or the minimum
one (1) year period) shall be made in a lump sum within 15
days following the date of the EXECUTIVE’s resignation or
termination while the other portion shall be
payable to the EXECUTIVE in the same manner as his base
salary is paid hereunder; and










 





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	 	(iv)	 	a lump sum payment equal to the average annual
bonus paid to the EXECUTIVE for any of the 3 fiscal years
ending prior to date of the EXECUTIVE’s resignation or
termination (which bonus for the fiscal year ending January
31, 2003 shall be multiplied by 3 as same covers a four month
period of employment), multiplied by a fraction, the numerator
of which is the number of days in the Period and the
denominator of which is 365, such amount, as can be
determined, to be paid within 15 days of such termination and
any additional amount to be paid within 15 days of
determination; and






	 	(v)	 	the EMPLOYER shall maintain in full force and
effect for the Period, all financial planning, health and
dental programs (not life or disability programs) in which the
EXECUTIVE was entitled to participate either immediately prior
to the EXECUTIVE’s resignation or termination or immediately
prior to the occurrence of an event that constitutes Good
Reason, provided that the EXECUTIVE’s continued participation
is possible under the general terms and provisions of such
plans and programs. Additionally, the EXECUTIVE shall be paid
a lump sum cash payment of $24,000 in full satisfaction of
participation in all disability and life insurance programs,
which participation (other than receipt of benefits) shall not
continue following the EXECUTIVE’s termination of employment.




6.3 Termination for Cause, Disability, Death or Resignation Without Good
Reason. In the event of the EXECUTIVE’s termination of employment for Cause or
Disability or his resignation without Good Reason, notwithstanding
any other provision, including Section 3.3, only the amounts set forth
in clauses (i) and (ii) of Section 6.2 shall be payable to the EXECUTIVE. In
the event of the EXECUTIVE’s termination of employment as a result of his
death, his estate shall be entitled to the amounts set forth in clauses (i),
(ii), (iii) and (iv) of Section 6.2.



6.4 Termination after a Change in Control. If a termination without Cause or a
termination for Good Reason occurs within two years of a Change in Control,
then the EXECUTIVE shall receive the payments required by Section 6.2 except as
follows:





	 	(i)	 	for purposes of Sections 6.2 (iii), (iv) and (v), the Period
shall be the greater of two (2) years, on the one hand, and the
unexpired portion of the Term plus one (1) year, on the other; and






	 	(ii)	 	EXECUTIVE also shall receive an amount that, on an after-tax
basis (including federal income and excise taxes, and state and
local income taxes) equals the excise tax imposed by Section 4999 of
the Code upon the EXECUTIVE by reason of amounts payable under this
Section 6.4 (including this clause (ii)), as well as amounts payable
outside of this Agreement by the EMPLOYER that are described











 




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	 	 	 	in Section 280G(b) (2) (A) (I) of the Code. For purposes of this
clause, the EXECUTIVE shall be deemed to pay federal, state and
local income taxes at the highest marginal rate of taxation.




6.5 Withholding. The EMPLOYER shall have the right to deduct from any amounts
payable under this Agreement an amount necessary to satisfy its obligation,
under applicable laws, to withhold income or other taxes of the EXECUTIVE
attributable to payments made hereunder.



6.6 No Obligation to Mitigate Damages; No effect on Other Contractual Rights.
The EXECUTIVE shall not be required to mitigate damages or the amount of any
payment provided for under this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for under this
Agreement be reduced by any compensation earned by the EXECUTIVE as the result
of employment by another employer after the date of resignation or termination,
or, by any setoff, counterclaim, recoupment, defense or other right which the
EMPLOYER may have against the EXECUTIVE. The provisions of this Agreement, and
any payment provided for hereunder, shall not reduce any amounts otherwise
payable, or in any way diminish the EXECUTIVE’s existing rights, or rights the
EXECUTIVE may acquire in the future, under any EXECUTIVE benefit plan,
incentive plan, employment agreement or other contract, plan or arrangement.



6.7 Non-Applicability. Notwithstanding the terms of Sections 6.2 and 3.2, the
parties agree that any payments to be made to the EXECUTIVE for termination for
any reason or non-renewal after the expiration of the Term, other than as set
out in Section 6.2 (i) and (ii), shall not be payable in the event that
continued employment by BIRKS and the reinstatement as a consultant for
Iniziativa, S.A. is offered and available to the EXECUTIVE.




7.    CONFIDENTIAL INFORMATION



7.1 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, pricing policies, financial records and any
information regarding the EMPLOYER’s marketing, sales or dealer network, which
is not generally known to the public through legitimate origins, but shall not
include any information and knowledge which the EXECUTIVE himself possessed at
the commencement of his employment with the EMPLOYER.



7.2 Unless otherwise required by law or expressly authorized in writing by the
EMPLOYER, the EXECUTIVE 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.










 




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8.      RESTRICTIVE COVENANTS



8.1 Non-Competition. EXECUTIVE covenants and agrees that at no time (i) during
the Term nor (ii) during the period immediately following a termination of
employment during which the EXECUTIVE continues to receive payments from the
EMPLOYER pursuant to Sections 3.2 or 6.2(iii) up to a maximum of twelve (12)
months (provided EXECUTIVE has received all amounts due to him hereunder) nor
(iii) in the event of a voluntary departure of the EXECUTIVE from his
employment, during the twelve (12) month period immediately following the date
of his departure, will EXECUTIVE become employed by, enter into a consulting
arrangement with or otherwise agree to perform personal services for a
Competitor whose operations are located principally in the states of Florida or
Georgia. “Competitor” shall mean any Person which sells goods or services which
are competitive with those sold by a business that (i) is being conducted by
the EMPLOYER at the time in question and (ii) was being conducted at the date
of termination of employment, but shall specifically exclude BIRKS and its
Affiliates and related entities.




9.      MISCELLANEOUS



9.1 The EXECUTIVE and the EMPLOYER acknowledge and agree that the covenants,
terms and provisions contained in this Agreement and the rights of the parties
hereunder cannot be transferred, sold, assigned, pledged, or hypothecated;
provided, however that this Agreement shall be binding upon and shall enure to
the benefit of the EMPLOYER and any successor to or assignee of all or
substantially all of the business and property of the EMPLOYER.



9.2 However, in the event of the merger or consolidation of the EMPLOYER and
Birks, both this Agreement and the EXECUTIVE’s employment agreement with Birks
will bind the successor entity and the EXECUTIVE shall not lose any rights,
monetary benefits or compensation as a result. The parties also agree that the
terms of this Agreement will prevail and the compensation (including salary,
bonuses and benefits) payable under the Birks employment agreement will be
added to this Agreement. To the extent that as a result of such merger the
EXECUTIVE no longer receives the equivalent after tax value of both agreements,
then the successor entity of the EMPLOYER and Birks will compensate the
EXECUTIVE accordingly. All stock options then held by the EXECUTIVE will also
be converted into options of the successor entity (to the extent that they are
not or have not been exercised by the EXECUTIVE) on the same basis of
conversion as the shares of the respective entities with no lesser terms and
conditions of exercise than as provided in this Agreement.



9.3 Enforcement.





	 	a)	 	This Agreement shall inure to the benefit of and be
enforceable by the EXECUTIVE’s personal and legal representatives,
executors, administrators, successors, heirs, distributees, devisees
and legatees. If the EXECUTIVE should die while any amounts are
still payable to him hereunder, all such amounts shall be paid in
accordance with the terms of this Agreement to the EXECUTIVE’s
estate or beneficiary.






	 	b)	 	The EMPLOYER shall pay promptly as incurred (and in any event
within 10 days of its receipt of proper documentation of) all
reasonable fees and expenses










 




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	 	 	 	(including attorneys’ fees) that the EXECUTIVE may incur in
relation to the negotiation and preparation of this Agreement and
following the termination or non-renewal of this Agreement as a
result of the EMPLOYER’s contesting the validity, enforceability,
or the EXECUTIVE’s interpretation of the provisions of this
Agreement relating to the EXECUTIVE’s entitlements pursuant to
Section 6.2 (regardless of the outcome of any litigation to enforce
this Agreement).






	 	c)	 	In the event proceedings are initiated by either party to
enforce the provisions of this Agreement, the prevailing party shall
be entitled to recover reasonable costs, expenses, and attorney’s
fees from the other party, except to the extent such costs, fees and
expenses are covered by Section 9.2 (b), in which case Section 9.2
(b) shall govern.




9.4 The EXECUTIVE hereby represents and warrants that, other than as disclosed
herein, in entering into this Agreement, he is not in violation of any contract
or agreement, whether written or oral, with any other person, moral or
physical, firm, partnership, corporation or any other entity to which he is a
party or by which he is bound and will not violate or interfere with the rights
of any other person, firm, partnership, corporation or other entity.



9.5 This Agreement shall not be modified except in writing by the parties
hereto.



9.6 The waiver by the EMPLOYER or the EXECUTIVE of any breach of any term or
condition of this Agreement shall not be deemed to constitute the waiver of any
other breach of the same or any other term or condition hereof.



9.7 The parties hereto agree that this Agreement shall be construed as to both
validity and performance and shall be enforced in accordance with and governed
by the laws of the state of Florida.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date indicated below.




	 	 	 
	Signed
at Sunrise, FL,

	 	MAYOR’S JEWELERS, INC.
	this 24th day of June, 2004.
	 	 
	

	 	Per: /s/ Marc Weinstein


          Marc Weinstein







	 	 	 
	Signed
at Sunrise, FL,


	 	 
	this 24th day of June, 2004.
	 	 
	

	 	/s/ Thomas A. Andruskevich
	

	 	
 
	

	 	THOMAS A. ANDRUSKEVICH