This Agreement shall be effective as of April 30, 2007 by and between Albert Rahm (the "Executive") and Mayors 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:
1. 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 on the
Senior Management Team as the Senior Vice President, Retail Store Operations reporting to the Executive Vice President & Chief Operating Officer 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 the Executive continues to be a
member of the Senior Management team and are consistent with his skills and experience. 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 be based in South Florida, provide his services to the Company primarily in Florida and with the
need to travel to Canada as needed and/or directed by the Executive Vice President & Chief Operating Officer or the President and Chief Executive Officer and any other traveling needs required by the position.
1.3 Effective Date. Subject to the provisions of this Agreement, this Agreement shall start on April 30, 2007 ("Effective
Date") and shall continue (the "Term") unless otherwise terminated as provided for in this Agreement.
2.1 Base Salary. During the Term of this Agreement, the Company shall pay the Executive an annual gross base salary ("Base
Salary") of $260,000 less all applicable deductions, taxes, and withholdings, payable in the manner dictated by the Companys standard payroll policies. Subject to a satisfactory performance review, the annual gross base salary will be
increased to $280,000 on October 1, 2007. Thereafter, the Executive may be eligible to receive annual base salary increases as determined at the Companys discretion based upon the Executives performance and the Companys
performance. In no event shall Executives gross base salary be less than $260,000.
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 Companys Board of
Directors. The first Fiscal Year is from April 1, 2007 to March 29, 2008. In the event of any change in the definition "Fiscal Year" it should not adversely affect any bonus payment or other compensation based or calculated on
the Fiscal Year.
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 29, 2008, and each Fiscal Year thereafter, the target bonus is 50 % of the Base Salary. For Fiscal Year ending March 29, 2008, the target bonus amount will be prorated for that portion of the fiscal year worked. The Executive
will need to be an active employee continuously from the Effective Date through June 30, 2008 in order to receive the payment. On an ongoing basis, the minimum bonus pay out for any Fiscal Year is $0 and the maximum bonus pay out for any Fiscal