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Exhibit 10.30

 

EMPLOYMENT AGREEMENT

 

This Agreement shall be effective as of April 1, 2005 (The “Effective date”) by and between Daisy S. Chin-Lor (the “Executive”) and Mayor’s Jewelers, Inc., a Delaware corporation (the “Company”).

 

WHEREAS , the Executive declares not being prevented from working as such in the United States and Canada;

 

NOW, THEREFORE , in consideration of the foregoing and of the respective covenants and agreements, the parties agree as follows:

 

Position,

Responsibilities and Term of Agreement

 

1.1 Employment and Duties . Subject to the terms and conditions of this Agreement, the Company employs the Executive to serve as the Senior Vice President and Chief Marketing Officer reporting to the President and CEO and the Executive accepts such employment and agrees to perform in a diligent, careful and proper manner such reasonable responsibilities and duties commensurate with such position as may be assigned to the Executive. The title and responsibilities and duties may be changed from time to time so long as it is consistent with her skills and expertise and the Executive continues to be a member of the Senior Management team. Executive agrees to devote substantially all business time and efforts to and give undivided loyalty to the Company.

 

1.2 Place of work : The Executive shall reside in South Florida and provide her services to the Company primarily in Florida and Canada on a full time and exclusive basis. Travel to Canada will be required approximately 40% of the time.

 

1.3 Effective Date . Subject to the provisions of this Agreement, this Agreement shall start as of April 1, 2005 (“Effective Date”) and shall continue (the “Term”) unless otherwise terminated as provided for in this Agreement.

 

2. Compensation

 

2.1 Base Salary . During the term of this Agreement, the Company shall pay the Executive an annual gross base salary of $250,000 less all applicable deductions, taxes, and withholdings, payable in the manner dictated by the Company’s standard payroll policies. The Executive shall be eligible to receive annual base salary increases as consistent with other members of the Senior Management team determined at the Company’s discretion based upon the Executive’s performance and the Company’s performance.

 

2.2 Incentive Compensation

 

“Fiscal Year” in this Agreement shall mean such period of approximately 12 months defined as such from time to time by the Company’s Board of Directors. The first Fiscal Year is from March 27, 2005, to March 25, 2006.

 

a) Annual Cash Bonus. For each Fiscal Year of the Company through which the Executive remains an active employee of the Company, the Executive will have the opportunity to earn a bonus based on achievement of a targeted level of performance, as reflected in the annual bonus letter and based on performance criteria set by the Company. For the Fiscal Year ending March 25, 2006, and each Fiscal Year thereafter, the target bonus is 35 % of the Base Salary. The minimum bonus pay out for any Fiscal Year is $0 and the maximum bonus pay out for any Fiscal Year is the maximum allowed under the then current Management Bonus Plan. For the Fiscal Year ending March 25, 2006, the Executive will be guaranteed a portion of her annual cash bonus in the amount of $25,000 provided that the Executive remains an active employee through June 30 th 2006.


b) Long-term Incentive Awards. For each Fiscal Year of the Company through which the Executive remains an active employee of the Company, the Executive may be considered for a long-term incentive award of Mayor’s units subject to the approval of the Board of Directors and subject to any specific conditions as may be stated by the Board of Directors and-or the Long-Term Incentive Plan. This award, if granted, will vest over a multi-year period as may be approved by the Board of Directors or stated in the Long-Term Incentive Plan. For the Fiscal Year ending March 25, 2006 the Executive will be granted the equivalent of 50,000 Mayors units (whether stock options, SAR’s, phantom stock, etc,) with a 3 year vesting period. The pricing of these units will be subject to the earlier of the following two events: approval by the Board of Directors or as soon as possible once The Board of Directors can approve such grant once the financial reorganization of Birks and Mayors is completed and the Company is authorized to grant Long Term Equity.

 

2.3 Participation in Benefit Plans and Associate Discount Policy . If acceptable by the Company’s group insurers, the Company will provide the Executive with the group insurance coverages, currently including life, dental and medical insurance benefits, the cost of which shall be borne by the Company according to the prevailing policies applicable to other Senior Management members. The Executive will also be provided an additional annual benefit payment in the amount of $15,000, paid on a quarterly basis. In addition, the Executive will be entitled to participate in the Company’s Associate Discount Policy. The Company may, at its discretion, modify said policies from time to time. Nothing paid to the Executive under any plan, policies or arrangement presently in effect or made available in the future shall be deemed to be in lieu of other compensation to the Executive hereunder as described in this Section 3.

 

2.4 Vacation Days . The Executive shall be entitled to twenty days of vacation for each Fiscal Year consistent with the Company’s vacation policy for Senior Management officers. The vacation days are earned for a given Fiscal Year during that same Fiscal Year; as a result, for any portion of a Fiscal Year worked, the vacation shall be prorated on the basis of the number of days worked during the Fiscal Year. Unused vacation days may not be carried over from year to year.

 

2.5 Expenses. During the term of employment hereunder, the Executive shall be entitled, without duplication, to receive reimbursement for all reasonable and approved business expenses incurred by the Executive in accordance with the policies and procedures established by the Company. In addition but without duplication, the Executive shall receive the following allowances:

 

a) Car Allowance: The Executive shall be entitled to a car allowance gross all-inclusive lump sum amount equal to $800 per month in accordance with the car allowance policy applicable to other members of Senior Management as may be amended from time to time. Any other automobile costs or expenses including, without limitation, maintenance, insurance, repairs, lease or financing costs, and mileage, are the sole responsibility of the Executive.

 

b) Living Allowance: The Executive shall be entitled to a living allowance gross all-inclusive sum equal to $3,000 per month.

 

c) Relocation Allowance: The Executive will be provided a one-time relocation allowance for her move to Florida as follows; Mayors will select a moving company, based upon submitted proposals, for handling the relocation of all household goods and Mayors will pay the moving company directly. The Company will also pay the Executive a maximum of $10,000 for the purchase of household related items as such as blinds, carpets, etc. (gross all-inclusive), a maximum of $11,000 for costs related to the closing costs for the purchase of her Florida residence excluding points paid for financing. The closing costs paid by the Executive will be grossed-up for tax purposes for the items that are not tax deductible.

 

d) Legal Allowance: The Executive will be provided a one-time allowance of up to $1,000 for the legal costs related to the review of this employment agreement.

 

e) During the transition period to South Florida until the Executive completes the sale of her property and relocation to Florida, for a period of up to six (6) months following the start date of employment and if longer to a period agreed by the President & CEO, the commuting expenses between New York and Florida and/or Canada will be reimbursed by the Company in accordance with the travel policies and procedures of the Company. During the transition period, the Executive agrees to make their best effort to make all the necessary steps to complete the relocation to Florida. .

 

It is understood that to the extent these provisions generate taxable benefit for income tax purposes, these taxes will be the sole responsibility of the Executive.


3. Termination

 

3.1 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 the Executive’s duties for the Company (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 her intention to resign for Good Reason), (ii) the willful engaging by the Executive in misconduct which is financially injurious to the Company, or (iii) the Executive’s conviction or a pleading of guilty or nolo contendre with respect to the commission of a felony or a crime involving bad faith or dishonesty; (iv) the Executive’s insubordination as determined by the superior and an appropria


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