Exhibit 10.22
	 

	 
		FINLAY EXECUTIVE SEVERANCE PAY
		PLAN
	 

	 
		EFFECTIVE FEBRUARY 28, 2006
	 

	 
			
				
				  A.
				

			 	
				
				  PURPOSE
				

			 

 

	 
		The purpose of the Finlay Fine Jewelry
		Corporation Executive Severance Pay Plan (the “Plan”) is to provide
		temporary and short-term benefits to eligible “executive” employees,
		defined below, whose employment with Finlay Fine Jewelry Corporation or its
		wholly-owned subsidiary, Finlay Merchandising & Buying, Inc. (the
		“Company”) is involuntarily terminated under the conditions described
		in Section C. below. Severance payments under this Plan are not earned
		benefits, nor do they constitute a payment for past services.
	 

	 
			
				
				  B.
				

			 	
				
				  ELIGIBLE EXECUTIVES
				

			 

 

	 
		For purposes of this Plan, an executive is
		an officer, department head or a director of one of the Company’s
		administrative departments, a buyer, planner or a group manager
		(“Executive”). The benefits under this Plan are limited to Executives
		who are on the Company’s corporate home office or distribution center
		executive payrolls, and whom the Company designates to receive benefits under
		this Plan. All other employees, including “field payroll” employees
		and employees of “affiliated companies”, are ineligible to
		participate in the Plan. Executives designated to receive a benefit under this
		Plan will not be eligible for benefits under the Finlay Fine Jewelry
		Corporation Home Office Payroll Severance Pay Plan or the Finlay Key Employee
		Special Severance Pay Plan or any other plan providing severance or similar
		payments to Company employees.
	 

	 
			
				
				  C.
				

			 	
				
				  CONDITIONS FOR PAYMENT
				

			 

 

	 
			
				
				   
				

			 	
				
				  1.
				

			 	
				
				  Benefits hereunder are payable to
				  those eligible Executives who (a) remain in the active employ of the Company
				  and perform their jobs in a satisfactory manner as determined by the Company
				  until such date as the Company shall specify as a condition of receiving
				  payment of severance benefits hereunder, and (b) are permanently and
				  involuntarily separated from the Company as of such specified date for reasons
				  other than those set forth in Section C.2 below.
				

			 

 

	 
		 
	 

	 
		 
	 

	 
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				  2.
				

			 	
				
				  Benefits will not be paid if
				  termination occurs because an otherwise eligible Executive:
				

			 

 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  is discharged for any reason except
				  as a result of a layoff or reduction in force. For purposes of this Plan, a
				  layoff or reduction in force is defined as an involuntary, permanent
				  termination of employment initiated by the Company because of lack of work,
				  lack of funds, sale of assets, elimination of a position, or for any other
				  related reason as determined by the Company in its sole discretion;
				

			 

 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  resigns, quits or retires; or
				

			 

 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  is covered by an employment contract
				  which provides for a severance payment.
				

			 

 

	 
		Additionally, an otherwise eligible
		Executive will not receive payments hereunder if the Company arranges for such
		individual to receive a comparable offer of employment with an affiliate or a
		subsidiary, whether direct or indirect, of the Company. For purposes of this
		Plan, “comparable employment” shall mean a position with similar job
		responsibilities and title, no less than the former position’s base
		salary, and a base of operations within a 25 mile radius of the former
		position.
	 

	 
		Any payments under this Plan are conditioned
		upon the Executive’s execution and return to the Company’s authorized
		representative (without the revocation thereof and within the specified time
		period) of a severance agreement and release (the “Release”) in such
		form as the Company shall prescribe and such other documents as the Company
		shall determine necessary in its sole discretion.
	 

	 
			
				
				  D.
				

			 	
				
				  AMOUNT OF SEVERANCE
				  ALLOWANCE
				

			 

 

	 
		Benefits will equal a multiple of the
		eligible Executive’s monthly base salary at his or her then current rate
		as of his or her date of termination, as described below. “Service”
		shall mean an eligible Executive’s completed full years of employment as
		of the last anniversary of the last date of hire of such Executive.
	 

	 
		 
	 

	 
		 
	 

	 
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				  Service
				

			 	
				
				   
				

			 	
				
				  Benefit
				

			 
	
				
				   
				

			 	
				
				  •
				

			 	
				
				  Less than twenty years
				

			 	
				
				   
				

			 	
				
				  One month per year of service,
				  subject to a minimum of two months and a maximum of six months
				

			 
	
				
				   
				

			 	
				
				  •
				

			 	
				
				  Twenty years but less than
				  twenty-five years
				

			 	
				
				   
				

			 	
				
				  Seven months
				

			 
	
				
				   
				

			 	
				
				  •
				

			 	
				
				  Twenty-five years but less than
				  thirty years
				

			 	
				
				   
				

			 	
				
				  Nine Months
				

			 
	
				
				   
				

			 	
				
				  •
				

			 	
				
				  Thirty years or more
				

			 	
				
				   
				

			 	
				
				  Twelve months
				

			 

 

	 
		Benefits paid pursuant to this Plan will be
		paid in a lump sum less all applicable withholding taxes and lawful deductions
		on a regular pay day of the Company as specified in the Release.
	 

	 
		Benefits under this Plan may not be
		anticipated, assigned or alienated. The existence of this Plan shall in no way
		be construed as a restriction of the Company’s right to terminate the
		employment of any Executive at any time, with or without notice, or for any
		reason or no reason.
	 

	 
			
				
				  E.
				

			 	
				
				  EFFECT OF SEVERANCE ALLOWANCE ON
				  EMPLOYMENT OR COMPANY BENEFITS
				

			 

 

	 
		The term of an Executive’s employment
		or participation in other Company benefit plans shall not be extended by reason
		of the Company’s payment of any severance allowance hereunder.
	 

	 
			
				
				  F.
				

			 	
				
				  CLAIMS PROCEDURE
				

			 

 

	 
		The Plan Administrator shall have the
		authority to review and authorize payment of benefits to those Executives who
		qualify under the provisions of the Plan. No claim forms need be submitted.
		Questions regarding payment of benefits hereunder are to be directed to the
		Company’s Executive Vice President of Administration, Senior Vice
		President of Human Resources or General Counsel.
	 

	 
		If an Executive feels that he or she has not
		been provided with benefits which are due under the Plan, such Executive should
		file a written claim for severance benefits with the Plan Administrator. A
		decision to grant or deny the claim will be made within 90 days following
		receipt of the claim. If more than 90 days is required 
	 

	 
		 
	 

	 
		 
	 

	 
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		to render a decision, the Executive will be
		notified in writing of the reason(s) for the delay. In no event will a decision
		to grant or deny a claim be made later than 180 days following the initial
		receipt of the claim.
	 

	 
		If the claim is denied in whole or in part,
		the Executive will receive a written explanation of the specific reason(s) for
		the denial, including a reference to the Plan provisions upon which the denial
		is based.
	 

	 
		If the Executive wishes to appeal the
		denial, such Executive may write to the Plan Administrator within 60 days after
		receipt of the denial. The claim will then be rereviewed and the Executive will
		receive written notice of the final decision within 60 days after the request
		for review. If more than 60 days is required to render a decision, the
		Executive will be notified in writing of the reason(s) for the delay. In no
		event will the Executive receive a written notice of the Company’s final
		decision later than 120 days after the appeal request.
	 

	 
			
				
				  G.
				

			 	
				
				  AUTHORITY VESTED IN PLAN
				  OFFICIALS
				

			 

 

	 
		The Company shall have sole, full and
		complete authority and discretion to interpret, apply and administer the terms
		of the Plan and to determine all issues of benefit eligibility
		thereunder.
	 

	 
		To the extent permitted by law, all
		determinations made in the exercise of this discretion are final and binding on
		all parties concerned.
	 

	 
			
				
				  H.
				

			 	
				
				  ADDITIONAL INFORMATION
				

			 

 

	 
		Name of Plan – FINLAY EXECUTIVE
		SEVERANCE PAY PLAN
	 

	 
		Plan Sponsor – Finlay Enterprises,
		Inc.
	 

	 
		Employer Identification Number –
		13-3492802
	 

	  

	 
		Type of Plan:  Employee Welfare Benefit
		Plan under the Employee Retirement Income Security Act
	 

	 
		Type of Administration – Self
		Administered
	 

	 
		Plan Administrator – Finlay Fine
		Jewelry Corporation, 529 Fifth Avenue, New York, New York 10017; 
 telephone
		(212) 808-2800
	 

	 
		 
	 

	 
		 
	 

	 
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		Agent for service of legal process –
		Finlay Fine Jewelry Corporation, 529 Fifth Avenue, New York, New York 10017;
		Attn: General Counsel
	 

	 
		Funding medium – Self-funded; benefits
		are payable from the general assets of the Executive’s employer.
	 

	 
		Plan Year: February 1 to January 31
	 

	 
		Plan Number: 502
	 

	 
		As a participant in the Plan, you are
		entitled to certain rights and protections under the Employee Retirement Income
		Security Act of 1974 (“ERISA”). ERISA provides that all Plan
		participants shall be entitled to:
	 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  Receive Information About Your Plan
				  and Benefits.
				

			 

 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  Examine, without charge, at the Plan
				  Administrator’s office and at other locations required under U.S.
				  Department of Labor regulations, all documents governing the Plan.
				

			 

 

	 
			
				
				   
				

			 	
				
				  -
				

			 	
				
				  Obtain, upon written request to the
				  Plan Administrator, copies of documents governing the operation of the Plan and
				  an updated summary plan description. The Plan Administrator may make a
				  reasonable charge for copies.
				

			 

 

	 
		Prudent Actions by Plan Fiduciaries
	 

	 
		In addition to creating rights for Plan
		participants, ERISA imposes duties upon the people who are responsible for the
		operation of the Plan. The people who operate the Plan, called
		“fiduciaries” of the Plan, have a duty to do so prudently and in the
		interest of you and other Plan participants and beneficiaries. No one,
		including your employer or any other person, may fire you or otherwise
		discriminate against you in any way to prevent you from obtaining a welfare
		benefit or exercising your rights under ERISA.
	 

	 
		Enforce Your Rights
	 

	 
		If your claim for a benefit is denied or
		ignored, in whole or in part, you have a right to know why this was done, to
		obtain copies of documents relating to the decision without charge, and to
		appeal any denial, all within certain time schedules.
	 

	 
		 
	 

	 
		 
	 

	 
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		Under ERISA, there are steps you can take to
		enforce the above rights. For instance, if you request a copy of Plan documents
		from the Plan and do not receive them within 30 days, you may file suit in a
		federal court. In such a case, the court may require the Plan Administrator to
		provide the materials and pay you up to $110 a day until you receive the
		materials, unless the materials were not sent because of reasons beyond the
		control of the Administrator. If you have a claim for benefits which is denied
		or ignored, in whole or in part you may file suit in a state or federal court.
		If you are discriminated against for asserting your rights, you may seek
		assistance from the U.S. Department of Labor, or you may file suit in a federal
		court. The court will decide who should pay court costs and legal fees. If you
		are successful, the court may order the person you have sued to pay these costs
		and fees. If you lose, the court may order you to pay these costs and fees, if
		for example, it finds your claim is frivolous.
	 

	 
		Assistance with Your Questions
	 

	 
		If you have any questions about your Plan,
		you should contact the Plan Administrator. If you have any questions about this
		statement or about your rights under ERISA, or if you need assistance in
		obtaining documents from the Plan Administrator, you should contact the nearest
		office of the Employee Benefits Security Administration, U.S. Department of
		Labor, listed in your telephone directory or the Division of Technical
		Assistance and Inquiries, Employee Benefits Security Administration, U.S.
		Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You
		may also obtain certain publications about your rights and responsibilities
		under ERISA by calling the publications hotline of the Employee Benefits
		Security Administration.
	 

	 
			
				
				  I.
				

			 	
				
				  AMENDMENT AND
				  TERMINATION
				

			 

 

	 
		The Company reserves the right to amend this
		Plan, in whole or in part, or discontinue or terminate the Plan; provided,
		however, that any such amendment, discontinuance or termination shall not
		affect any right of any Executive to claim benefits under the Plan for events
		occurring prior to the date of such amendment, discontinuance or termination.
		An amendment to this Plan and/or resolution of discontinuance or termination,
		may be made by the Administrator, to the extent permitted by resolution of the
		Board of Directors.
	 

	 
		 
	 

	 
		 
	 

	 
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		IN WITNESS WHEREOF, the Company has caused
		its officer, duly authorized by its Board of Directors, to execute the Plan
		effective as of the 28th day of February, 2006.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  FINLAY ENTERPRISES, INC.
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 
 By
				

			 	
				
				  /s/ Arthur E. Reiner
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Arthur E. Reiner

				  Chairman and Chief Executive Officer
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 

	 
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