Exhibit
10.31

     

    SEVERANCE
AGREEMENT AND GENERAL RELEASE

     

    FINLAY
FINE JEWELRY CORPORATION, its parent corporation, affiliates, subsidiaries,
successors, assigns, current and former employees, directors and agents
(collectively "Finlay") and LESLIE PHILIP, whose address is 67 Orchard Street,
Manhasset, NY 11030, hereby agree that:

     

    1.           Your
employment has terminated effective May 26, 2009 (the "Termination
Date").  You have been paid your salary earned through the Termination
Date in accordance with Finlay's regular payroll cycle (unless otherwise
required by local law).

     

    2.           Under
Finlay's regular policies, you are eligible:

     

    a.           To
receive your vested accounts, if any, under the 401(k) plan.  You will
receive more detailed information regarding your 401(k) benefits under separate
cover.

     

    b.           To
receive payment for your accrued but unused vacation and personal
days.

     

    c.           If
you are currently enrolled in Finlay's health insurance plans, to continue such
health insurance coverage in accordance with COBRA, for a minimum of eighteen
(18) months from the Termination Date, upon payment of the full applicable
premiums.  You have received under separate cover more detailed
information regarding insurance benefits under COBRA.  Nothing
contained in this Severance Agreement and General Release (the "Agreement and
Release") is intended to impair any of these rights.

     

    3.           In
consideration for signing this Agreement and Release, in lieu of any other
severance, retention or bonus payments to which you might otherwise be entitled
under Finlay’s regular policies, commencing on Finlay's regular pay date
immediately following the last to occur of your execution of this Agreement and
Release, the Termination Date and the Employee Irrevocability Date, you will
receive, in six (6) installments, severance pay totaling twelve (12) weeks’
salary (i.e. $112,082.31), less applicable taxes and other withholding.
 

     

    Notwithstanding
anything herein to the contrary, the payment of any benefits hereunder in excess
of two (2) months’ base salary (the “Mitigated Benefits”) shall be reduced by an
amount equal to the gross amounts you received or earned as compensation,
profits or otherwise from your employment or engagement in any business or
activity with Finlay (excluding any investment income or capital gains) with
respect to the same period for which such Mitigated Benefits are payable (“Other
Income”).  As a condition to receipt of payment of the Mitigated
Benefits, you shall, no later than seven (7) days prior to the date such payment
is due, certify in writing to the Senior Vice President, Human Resources of
Finlay, all amounts of Other Income earned by you during the preceding payroll
period so that the appropriate offsets can be made.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    You
understand and agree that you would not receive the payment specified in this
section "3" above, except for your execution of this Agreement and Release and
the fulfillment of the promises contained herein.

    


    4.           You
understand that Finlay makes no representation as to the income tax treatment of
any payments hereunder and that any and all payments (and all compensation,
benefits and/or other payments previously made to you by Finlay) will be subject
to such tax treatment and to such deductions, if any, as may be required under
applicable tax laws.

     

    You
affirm that you have been paid and/or received all compensation, wages, bonuses,
commission, and/or benefits, to which you may be entitled and that no other
compensation, wages, bonuses, commissions and/or benefits are due to you except
as provided in this Agreement and Release.

     

    5.           a.You
agree that you will take no action, which is intended, or would reasonably be
expected to harm Finlay, to impair Finlay's reputation, or to lead to unwanted
or unfavorable publicity to Finlay, nor will you disclose any confidential or
proprietary information obtained by you during the course of your
employment.

     

    b.   In
consideration of the terms hereof, you hereby agree and forever waive any claims
you may have for re-employment by Finlay.

     

    6.           It
is expressly understood and agreed that this Agreement and Release and the
effectuation of its terms do not constitute an admission or statement by any
party that Finlay has acted unlawfully or is otherwise liable in any
respect.  It is further agreed that evidence of this Agreement and
Release, its terms or the circumstances surrounding the parties entering into
this Agreement and Release, shall be inadmissible in any action or lawsuit of
any kind, except for an action for alleged breach of this Agreement and
Release.

     

    7.           You
agree not to disclose any information regarding the existence or substance of
this Agreement and Release, except to an attorney with whom you choose to
consult regarding your consideration of this Agreement and Release, your
spouse/life partner or your tax advisor.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    8.           You
knowingly and voluntarily release and forever discharge Finlay, of and from any
and all claims, known and unknown, which against Finlay you and your heirs,
executors, administrators, successors and assigns (referred to collectively
throughout this Agreement and Release as "you") have or may have as of the date
of execution of this Agreement and Release, including, but not limited to, any
alleged violation of:

     

    
      	
            	
              *

            	
              The
      National Labor Relations Act, as
amended;

            


    

     

    
      
        	
              	
                *

              	
                Title
      VII of the Civil Rights Act of 1964, as
amended;

              


      

    

     

    
      
        	
              	
                *

              	
                Sections
      1981 through 1988 of Title 42 of the United States Code, as
      amended;

              


      

    

     

    
      	
            	
              *

            	
              The
      Civil Rights Act of 1991;

            


    

     

    
      
        	
              	
                *

              	
                The
      Age Discrimination in Employment Act of 1967, as
  amended;

              


      

    

     

    
      
        	
              	
                *

              	
                The
      Employee Retirement Income Security Act of 1974, as
    amended;

              


      

    

     

    
      
        	
              	
                *

              	
                The
      Immigration Reform and Control Act, as
amended;

              


      

    

     

    
      
        	
              	
                *

              	
                The
      Americans with Disabilities Act of 1990, as
  amended;

              


      

    

     

    
      	
            	
              *

            	
              The
      Worker Adjustment and Retraining Notification Act, as
    amended;

            


    

     

    
      
        	
              	
                *

              	
                The
      Occupational Safety and Health Act, as
amended;

              


      

    

     

    
      
        	
              	
                *

              	
                The
      Family and Medical Leave Act of
1993;

              


      

    

     

    
      
        	
              	
                *

              	
                The
      Lilly Ledbetter Fair Pay Act of
2009;

              


      

    

    


    
      
        	
              	
                *

              	
                The
      New York Human Rights Law, as
amended;

              


      

    

    


    
      
        	
              	
                *

              	
                The
      New York Equal Pay Law, as
amended;

              


      

    

    


    
      
        	
              	
                *

              	
                The
      New York Smokers' Rights Law, as
amended;

              


      

    

    


    
      
        	
              	
                *

              	
                The
      New York Equal Rights Law, as
amended;

              


      

    

     

    
      
        	
              	
                *

              	
                any
      other federal, state or local civil or human  rights
      law or any other local, state or federal law,
      regulation or ordinance;

              


      

    

     

    
      
        	
              	
                *

              	
                any
      public policy, contract, tort, or common law;
or

              


      

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      
        	
              	
                *

              	
                any
      allegation for costs, fees, or other expenses including attorneys' fees
      incurred in these matters.

              


      

    

     

    9.           You
affirm that you have not filed, caused to be filed or are presently a party to
any claim, complaint, or action against Finlay in any form or
forum.  You furthermore affirm that you have no known workplace
injuries.

     

    10.         You
understand that if this Agreement and Release were not signed, you would have
the right to voluntarily assist other individuals or entities in bringing claims
against Finlay.  You hereby waive that right and you will not provide
any such assistance other than assistance in an investigation or proceeding
conducted by an agency of the United States government.  Moreover, you
shall not be entitled to receive any relief, recovery or monies, including
attorneys' fees, in connection with any complaint or charge brought against
Finlay, without regard as to who brought any said complaint or
charge.

     

    11.         You
acknowledge that you returned to Finlay on the Termination Date, your keys,
identification and any other equipment, documents or materials belonging to
Finlay that you had in your possession, including any lists of customer names,
contact information and purchasing histories.

     

    12.         In
the event that you breach any provision of this Agreement and Release, Finlay
will be entitled to obtain all relief provided by law or equity in addition to
its attorneys' fees and costs, including instituting an action against you to
obtain specific enforcement of the terms of this Agreement and
Release.

     

    13.         This
Agreement and Release shall be binding on the parties and their respective
successors and assigns.

     

    14.         This
Agreement and Release sets forth the entire agreement between the parties with
respect to the subject matter herein and fully supersedes any and all prior
agreements or understandings between them regarding such subject
matter.  You acknowledge that you have not relied on any
representations, promises, or agreements of any kind made to you in connection
with your decision to accept this Agreement and Release except for those set
forth in this Agreement and Release.

     

    15.         This
Agreement and Release may not be modified, altered or changed except upon
express written consent of both parties wherein specific reference is made to
this Agreement and Release.

     

    16.         If
any provision of this Agreement and Release should be held invalid or
unenforceable by operation of law or by any tribunal of competent jurisdiction,
or if compliance with or enforcement of any provision is restrained by such
tribunal, the application of any and all provisions other than those which have
been held invalid or unenforceable, shall not be effected, and the remainder of
this Agreement and Release shall be in full force and effect.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    17.         This
Agreement and Release shall be governed and construed in accordance with the
laws of the State of New York (including Section 5-1401 of the New York General
Obligations Law).  Any dispute arising hereunder shall be brought
before a court of competent jurisdiction in the City, County and State of New
York.

    


    18.         You
may revoke this Agreement and Release for a period of seven (7) calendar days
following the day you execute this Agreement and Release.  Any
revocation within this period must be submitted, in writing, to Deborah A.
Dixon, and state, "I hereby revoke my acceptance of our Severance Agreement and
General Release."  The revocation must be personally delivered to Ms.
Dixon or her designee, or mailed to her at Finlay Fine Jewelry Corporation, 529
Fifth Avenue, 4th Floor, New York, NY  10017 and postmarked within
seven (7) calendar days of execution of this Agreement and
Release.  This Agreement and Release shall not become effective or
enforceable until the revocation period has expired (the "Employee
Irrevocability Date").  If the last day of the revocation period is a
Saturday, Sunday or legal holiday in New York, then the revocation period
shall not expire until the next following day which is not a Saturday, Sunday or
legal holiday.

     

    19.         You
represent and affirm that you are able to execute this Agreement and to waive
any and all claims you have or may have against Finlay and that such execution
and waiver are not affected or impaired by illness, use of alcohol, drugs or
other substances.  You further represent and affirm that you have had
an opportunity to consult with your health care provider to confirm your
competency to execute this Agreement and Release and have either consulted with
your health care provider and confirmed you are competent to execute this
Agreement and Release or determined that it is not necessary to consult with
your health care provider about this issue.

     

    20.         Attached
as Exhibit "A" is a list of the job titles and ages of all individuals eligible
for the severance package.  Attached as Exhibit "B" is a list of the
job titles and ages of all individuals ineligible for the severance
package.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    YOU
ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED IN WRITING THAT YOU HAVE AT LEAST
FORTY-FIVE (45) CALENDAR DAYS TO CONSIDER THIS SEVERANCE AGREEMENT AND GENERAL
RELEASE AND TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS SEVERANCE
AGREEMENT AND GENERAL RELEASE.

     

    YOU
AGREE THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS SEVERANCE
AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE
ORIGINAL FORTY-FIVE (45) CALENDAR DAY CONSIDERATION PERIOD.

     

    HAVING
ELECTED TO EXECUTE THIS SEVERANCE AGREEMENT AND GENERAL RELEASE, TO FULFILL THE
PROMISES SET FORTH HEREIN, AND TO RECEIVE THEREBY THE PAYMENT SET FORTH IN
SECTION "3" ABOVE, YOU FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTER
INTO THIS SEVERANCE AGREEMENT AND GENERAL RELEASE INTENDING TO FOREVER WAIVE,
SETTLE AND RELEASE ALL CLAIMS YOU HAVE OR MIGHT HAVE AGAINST
FINLAY.

    


     

    IN WITNESS WHEREOF, the
parties hereto knowingly and voluntarily execute this Agreement and Release as
of the date set forth below:


    


    
      
        	
                /s/ Leslie
      Philip

              
	
                Leslie
      Philip

              
	 
      
	
                May 21, 2009

              
	
                Date

              
	 
      
	
                FINLAY
      FINE JEWELRY CORPORATION

              
	 
      
	
                By

              	
                /s/ Deborah A. Dixon

              
	 
      	
                Deborah
      A. Dixon, Sr. VP, H.R.

              
	 
      	 
      
	
                May 21,
      2009

              
	
                Date

              


      

    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    INDIVIDUALS
ELIGIBLE AND/OR SELECTED FOR SEVERANCE PACKAGE

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Position

                                  	 	
                                    Age

                                  	 
      	
                                    Position

                                  	 	
                                    Age

                                  
	
                                    Financial
      Analyst

                                  	 	
                                    31

                                  	 
      	
                                    Marketing
      Assistant

                                  	 	
                                    26

                                  
	
                                    Traffic
      Manager

                                  	 	
                                    50

                                  	 
      	
                                    Accountant

                                  	 	
                                    54

                                  
	
                                    Marketing
      Coordinator

                                  	 	
                                    24

                                  	 
      	
                                    Merchandise
      Special Order Coordinator

                                  	 	
                                    27

                                  
	
                                    Housekeeper
      and Office Services Support

                                  	 	
                                    60

                                  	 
      	
                                    Accounts
      Payable Associate

                                  	 	
                                    40

                                  
	
                                    Accounts
      Payable Associate

                                  	 	
                                    53

                                  	 
      	
                                    Programmer/Analyst

                                  	 	
                                    52

                                  
	
                                    Vendor
      Analyst

                                  	 	
                                    69

                                  	 
      	
                                    Merchandise
      Payables Supervisor

                                  	 	
                                    58

                                  
	
                                    Loss
      Prevention Regional Investigator

                                  	 	
                                    49

                                  	 
      	
                                    Traffic
      Coordinator

                                  	 	
                                    28

                                  
	
                                    Assistant
      Production Manager

                                  	 	
                                    28

                                  	 
      	
                                    Vendor
      Financial Relations Supervisor

                                  	 	
                                    47

                                  
	
                                    Applications
      Manager, IS&T

                                  	 	
                                    67

                                  	 
      	
                                    UNIX
      Administrator

                                  	 	
                                    34

                                  
	
                                    Assistant
      Merchandise Planner

                                  	 	
                                    23

                                  	 
      	
                                    Assistant
      Merchandise Buyer

                                  	 	
                                    45

                                  
	
                                    Sr.
      Vendor Analyst

                                  	 	
                                    50

                                  	 
      	
                                    Director
      of Customer Relationship Management

                                  	 	
                                    34

                                  
	
                                    Staffing
      Analyst

                                  	 	
                                    32

                                  	 
      	
                                    Employee
      Communications Coordinator & Recruiter

                                  	 	
                                    27

                                  
	
                                    Assistant
      Merchandise Planner

                                  	 	
                                    26

                                  	 
      	
                                    Director
      of IT Architecture & Operations

                                  	 	
                                    46

                                  
	
                                    Sr.
      Financial Analyst

                                  	 	
                                    41

                                  	 
      	
                                    VP
      of Expense Control & Profit Improvement

                                  	 	
                                    57

                                  
	
                                    Data
      Center/MIS Manager

                                  	 	
                                    54

                                  	 
      	
                                    Staffing
      Analyst

                                  	 	
                                    33

                                  
	
                                    Merchandise
      Planner

                                  	 	
                                    36

                                  	 
      	
                                    Assistant
      Merchandise Buyer

                                  	 	
                                    27

                                  
	
                                    Merchandise
      Analyst

                                  	 	
                                    53

                                  	 
      	
                                    Administrative
      Assistant

                                  	 	
                                    43

                                  
	
                                    Vendor
      Financial Relations Supervisor

                                  	 	
                                    35

                                  	 
      	
                                    Public
      Relations & Special Events Manager

                                  	 	
                                    31

                                  
	
                                    Merchandise
      Special Order Coordinator

                                  	 	
                                    23

                                  	 
      	
                                    Programmer
      & Jr. DBA

                                  	 	
                                    65

                                  
	
                                    HRIS
      & Sr. Sales Staffing Analyst

                                  	 	
                                    37

                                  	 
      	
                                    Programmer/Analyst

                                  	 	
                                    49

                                  
	
                                    Sales
      & Use Tax Accountant

                                  	 	
                                    39

                                  	 
      	
                                    Jr.
      Tax Accountant

                                  	 	
                                    28

                                  
	
                                    Moissanite
      Buyer

                                  	 	
                                    37

                                  	 
      	
                                    Merchandise
      Sr. Buyer

                                  	 	
                                    44

                                  
	
                                    UNIX
      Sr. Systems Administrator

                                  	 	
                                    58

                                  	 
      	
                                    Assistant
      Merchandise Planner

                                  	 	
                                    22

                                  
	
                                    Assistant
      Merchandise Planner

                                  	 	
                                    43

                                  	 
      	
                                    Accounts
      Payable Associate

                                  	 	
                                    38

                                  
	
                                    Director
      of Repair

                                  	 	
                                    54

                                  	 
      	
                                    EVP,
      Merchandising

                                  	 	
                                    62

                                  
	
                                    Moissanite
      Buyer

                                  	 	
                                    57

                                  	 
      	
                                    Assistant
      Merchandise Planner

                                  	 	
                                    25

                                  
	
                                    Assistant
      Merchandise Buyer

                                  	 	
                                    26

                                  	 
      	
                                    Assistant
      Merchandise Buyer

                                  	 	
                                    24

                                  
	
                                    Director
      of Training & Performance Management

                                  	 	
                                    42

                                  	 
      	
                                    Assistant
      Merchandise Planner

                                  	 	
                                    25

                                  
	
                                    Accounts
      Payable Clerk

                                  	 	
                                    40

                                  	 
      	
                                    Loss
      Prevention Regional Investigator

                                  	 	
                                    45

                                  
	
                                    Sr.
      Programmer/Analyst

                                  	 	
                                    40

                                  	 
      	
                                    Desktop
      Support Analyst

                                  	 	
                                    27

                                  
	
                                    Staff
      Accountant

                                  	 	
                                    60

                                  	 
      	
                                    Special
      Events Buyer

                                  	 	
                                    39

                                  
	
                                    Assistant
      Merchandise Planner

                                  	 	
                                    40

                                  	 
      	
                                    Vice
      President of Store Design & Construction

                                  	 	
                                    46

                                  
	
                                    Programmer/Analyst

                                  	 	
                                    42

                                  	 
      	
                                    Merchandising
      Assistant

                                  	 	
                                    23

                                  
	
                                    Vendor
      Analyst

                                  	 	
                                    41

                                  	 
      	
                                    Administrative
      Assistant

                                  	 	
                                    52

                                  
	
                                    Assistant
      Marketing Manager

                                  	 	
                                    37

                                  	 
      	
                                    Administrative
      Assistant

                                  	 	
                                    43

                                  
	
                                    Database
      Service Manager

                                  	 	
                                    47

                                  	 
      	
                                    Administrative
      Assistant

                                  	 	
                                    28

                                  
	
                                    Sr.
      Graphic Designer

                                  	 	
                                    48

                                  	 
      	
                                    Merchandise
      Buyer

                                  	 	
                                    84

                                  
	
                                    Executive
      Assistant to our President & CEO

                                  	 	
                                    51

                                  	 
      	
                                    Sr.
      Manager for Public Relations & Special Events

                                  	 	
                                    50

                                  
	
                                    Assistant
      Merchandise Buyer

                                  	 	
                                    42

                                  	 
      	
                                    Assistant
      Special Events Buyer

                                  	 	
                                    25

                                  
	
                                    Business
      Analyst Manager

                                  	 	
                                    34

                                  	 
      	
                                    Sr.
      Programmer/Analyst

                                  	 	
                                    44

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    EXHIBIT
A (continued)

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Position

                                  	 	
                                    Age

                                  	 
      	
                                    Position

                                  	 	
                                    Age

                                  
	
                                    Benefits
      Administrator

                                  	 	
                                    45

                                  	 
      	
                                    Group
      Manager, Bon Ton

                                  	 	
                                    36

                                  
	
                                    Administrative
      Assistant

                                  	 	
                                    59

                                  	 
      	
                                    Vice
      President/Group Manager, Macy's Central

                                  	 	
                                    50

                                  
	
                                    Group
      Manager, Dillard's

                                  	 	
                                    45

                                  	 
      	
                                    Sr.
      Programmer/Analyst

                                  	 	
                                    45

                                  
	
                                    Assistant
      Merchandise Planner

                                  	 	
                                    27

                                  	 
      	
                                    Applications
      Manager, IS&T

                                  	 	
                                    55

                                  
	
                                    Director
      of Benefits

                                  	 	
                                    31

                                  	 
      	
                                    Sr.
      Programmer/Analyst

                                  	 	
                                    58

                                  
	
                                    Senior
      Vice President of Operations & Loss Prevention

                                  	 	
                                    56

                                  	 
      	
                                    Executive
      Assistant to our Chairman

                                  	 	
                                    47

                                  
	
                                    President
      & CEO

                                  	 	
                                    58

                                  	 
      	
                                    Senior
      Vice President of Human Resources

                                  	 	
                                    46

                                  
	
                                    Director
      of Human Resources

                                  	 	
                                    46

                                  	 
      	
                                    Accountant

                                  	 	
                                    22

                                  
	
                                    Assistant
      Merchandise Planner

                                  	 	
                                    26

                                  	 
      	
                                    Desktop
      Support & Telecomm Manager

                                  	 	
                                    52

                                  
	
                                    Assistant
      Merchandise Planner

                                  	 	
                                    24

                                  	 
      	
                                    Systems
      Analyst

                                  	 	
                                    30

                                  
	
                                    Merchandise
      Analyst

                                  	 	
                                    45

                                  	 
      	
                                    Loss
      Prevention Regional Investigator

                                  	 	
                                    49

                                  
	
                                    Construction
      Manager

                                  	 	
                                    36

                                  	 
      	
                                    Vice
      President of Systems Development

                                  	 	
                                    51

                                  
	
                                    Financial
      Analyst

                                  	 	
                                    35

                                  	 
      	
                                    Vice
      President, Secretary & General Counsel

                                  	 	
                                    51

                                  
	
                                    Benefits
      Manager

                                  	 	
                                    46

                                  	 
      	
                                    Sr.
      Security Engineer/Architect

                                  	 	
                                    50

                                  
	
                                    Vendor
      Analyst

                                  	 	
                                    53

                                  	 
      	
                                    Paralegal/Secretary

                                  	 	
                                    31

                                  
	
                                    Merchandise
      Planner for Watches

                                  	 	
                                    41

                                  	 
      	
                                    Payroll
      Clerical

                                  	 	
                                    45

                                  
	
                                    Clerical
      in our Finance Department

                                  	 	
                                    54

                                  	 
      	
                                    SQL
      DBA

                                  	 	
                                    42

                                  
	
                                    Vendor
      Analyst

                                  	 	
                                    59

                                  	 
      	
                                    Accounts
      Payable Associate

                                  	 	
                                    62

                                  
	
                                    Sales
      Audit

                                  	 	
                                    30

                                  	 
      	
                                    Sr.
      Manager/DBA

                                  	 	
                                    44

                                  
	
                                    Payroll
      Supervisor

                                  	 	
                                    31

                                  	 
      	
                                    Systems
      Analyst

                                  	 	
                                    38

                                  
	
                                    Vendor
      Analyst

                                  	 	
                                    64

                                  	 
      	
                                    Lab
      Technician

                                  	 	
                                    53

                                  
	
                                    Vice
      President & DMM

                                  	 	
                                    47

                                  	 
      	
                                    Vendor
      Financial Relations Supervisor

                                  	 	
                                    36

                                  
	
                                    Business
      Analyst

                                  	 	
                                    30

                                  	 
      	
                                    Technical
      Accounts Payable Manager

                                  	 	
                                    45

                                  
	
                                    Loss
      Prevention Auditor

                                  	 	
                                    55

                                  	 
      	
                                    Computer
      Room Supervisor

                                  	 	
                                    50

                                  
	
                                    Sr.
      Merchandise Planner

                                  	 	
                                    46

                                  	 
      	
                                    UNIX
      Administrator

                                  	 	
                                    50

                                  
	
                                    Merchandise
      Buyer

                                  	 	
                                    29

                                  	 
      	
                                    Vice
      President & Controller

                                  	 	
                                    41

                                  
	
                                    Associate
      Merchandise Buyer

                                  	 	
                                    45

                                  	 
      	
                                    General
      Accounting Supervisor

                                  	 	
                                    36

                                  
	
                                    Loss
      Prevention Auditor

                                  	 	
                                    31

                                  	 
      	
                                    Assistant
      Controller & Sales Audit

                                  	 	
                                    59

                                  
	
                                    Executive
      Assistant to Regional Vice President

                                  	 	
                                    64

                                  	 
      	
                                    Director
      of Vendor Financial Relations

                                  	 	
                                    58

                                  
	
                                    Desktop
      Technician

                                  	 	
                                    37

                                  	 
      	
                                    Vice
      President of Tax

                                  	 	
                                    58

                                  
	
                                    Assistant
      Merchandise Buyer

                                  	 	
                                    35

                                  	 
      	 
      	 	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    



    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    EXHIBIT
B

    


    INDIVIDUALS
INELIGIBLE FOR SEVERANCE PACKAGE

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Position

                                  	 	
                                    Age

                                  	 
      	
                                    Position

                                  	 	
                                    Age

                                  
	
                                    System
      Analyst

                                  	 	
                                    35

                                  	 
      	
                                    Special
      Order Coordinator - Watches

                                  	 	
                                    45

                                  
	
                                    System
      Analyst

                                  	 	
                                    35

                                  	 
      	
                                    Clerical
      - Ad Samples for Precious, Semi, & Pearls

                                  	 	
                                    67

                                  
	
                                    Lease
      Administrator

                                  	 	
                                    32

                                  	 
      	
                                    Merchandise
      Coordinator

                                  	 	
                                    51

                                  
	
                                    Production
      Manager

                                  	 	
                                    42

                                  	 
      	
                                    Clerical

                                  	 	
                                    54

                                  
	
                                    Payroll
      Tax Accountant

                                  	 	
                                    52

                                  	 
      	
                                    Office
      Services Assistant

                                  	 	
                                    57

                                  
	
                                    Budget
      & Staffing Analyst

                                  	 	
                                    28

                                  	 
      	
                                    Benefits
      Assistant

                                  	 	
                                    24

                                  
	
                                    Supervisor,
      Expense Payables

                                  	 	
                                    51

                                  	 
      	
                                    Office
      Services Assistant

                                  	 	
                                    53

                                  
	
                                    Programmer

                                  	 	
                                    41

                                  	 
      	
                                    Clerical
      - Received Merchandise

                                  	 	
                                    58

                                  
	
                                    Art
      Director

                                  	 	
                                    33

                                  	 
      	
                                    Chairman
      & CEO

                                  	 	
                                    68

                                  
	
                                    Supervisor,
      Sales Audit

                                  	 	
                                    44

                                  	 
      	
                                    EVP,
      Administration

                                  	 	
                                    54

                                  
	
                                    Merch.
      Analyst - Richemont

                                  	 	
                                    33

                                  	 
      	
                                    SVP,
      CFO

                                  	 	
                                    57

                                  
	
                                    Supervisor,
      Accounting

                                  	 	
                                    56

                                  	 
      	
                                    SVP,
      CIO

                                  	 	
                                    53

                                  
	
                                    Merch.
      Analyst - Designer

                                  	 	
                                    38

                                  	 
      	
                                    RVP

                                  	 	
                                    51

                                  
	
                                    Manager,
      Office Services

                                  	 	
                                    49

                                  	 
      	
                                    RVP/Group
      Manager

                                  	 	
                                    44

                                  
	
                                    Associate
      Buyer Diamond Fashion

                                  	 	
                                    26

                                  	 
      	
                                    Applications
      Manager, IS&T

                                  	 	
                                    35

                                  
	
                                    Coordinator,
      PR & Special Events

                                  	 	
                                    27

                                  	 
      	
                                    Assistant
      Tax Director

                                  	 	
                                    51

                                  
	
                                    Merch
      Analyst - Dept. Store Diamonds

                                  	 	
                                    26

                                  	 
      	
                                    Director,
      Loss Prevention

                                  	 	
                                    62

                                  
	
                                    Jr.
      Business Analyst

                                  	 	
                                    26

                                  	 
      	
                                    Director,
      Financial Reporting

                                  	 	
                                    38

                                  
	
                                    Asst.
      Buyer Semi-Precious

                                  	 	
                                    23

                                  	 
      	
                                    Director,
      Group Operations

                                  	 	
                                    38

                                  
	
                                    Asst.
      Buyer Bridal & Solitaire

                                  	 	
                                    23

                                  	 
      	
                                    Sr.
      Planner Bridal & Solitaire

                                  	 	
                                    53

                                  
	
                                    Administrative
      Assistant

                                  	 	
                                    34

                                  	 
      	
                                    VP,
      Staffing

                                  	 	
                                    49

                                  
	
                                    Tax
      Accountant

                                  	 	
                                    49

                                  	 
      	
                                    Director,
      Corporate Accounting

                                  	 	
                                    52

                                  
	
                                    Telecomm
      Analyst

                                  	 	
                                    37

                                  	 
      	
                                    Manager,
      Vendor Financial Relations

                                  	 	
                                    55

                                  
	
                                    Vendor
      Analyst

                                  	 	
                                    53

                                  	 
      	
                                    Marketing
      Director

                                  	 	
                                    47

                                  
	
                                    Staff
      Accountant - Gen. Accounting

                                  	 	
                                    36

                                  	 
      	
                                    Asst.
      Controller, Payroll

                                  	 	
                                    58

                                  
	
                                    Fixed
      Assets Auditor

                                  	 	
                                    59

                                  	 
      	
                                    Buyer
      Precious & Semi

                                  	 	
                                    40

                                  
	
                                    A/P
      Associate - Expense

                                  	 	
                                    58

                                  	 
      	
                                    Director,
      Credit

                                  	 	
                                    63

                                  
	
                                    A/P
      Associate - Merch. Payables

                                  	 	
                                    61

                                  	 
      	
                                    Planner
      - Gold Dept. Store

                                  	 	
                                    49

                                  
	
                                    HR
      Assistant

                                  	 	
                                    26

                                  	 
      	
                                    Assistant
      Director, Loss Prevention

                                  	 	
                                    47

                                  
	
                                    Administrative
      Assistant

                                  	 	
                                    47

                                  	 
      	
                                    Cash
      Manager

                                  	 	
                                    46

                                  
	
                                    Accountant

                                  	 	
                                    28

                                  	 
      	
                                    Buyer
      - Gold Dept. Store

                                  	 	
                                    33

                                  
	
                                    Jr.
      Accountant

                                  	 	
                                    34

                                  	 
      	
                                    Associate
      Buyer Diamond Fashion

                                  	 	
                                    25

                                  
	
                                    Clerical

                                  	 	
                                    41

                                  	 
      	
                                    Group
      Manager - Gottschalk's

                                  	 	
                                    37

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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