FORM OF AGREEMENT ANDCERTIFICATE OF OPTION PURSUANT TO THE 2007 LONGTERM INCENTIVE PLAN OF FINLAY ENTERPRISES,INC. (for awards granted aftertermination of Stockholders Agreementand Registration Rights Agreement)

(e) The number of Shares to which the Grantee shall be entitled and the Exercise Price shall be proportionately and equitably adjusted in such manner as the Committee shall determine to maintain the economic value of the Option in the event any stock dividend, stock split, recapitalization, merger, reorganization, exchange of shares or similar event occurs in which the number or class of shares of Common Stock is changed without the receipt or payment of consideration by the Corporation. Nothing contained herein shall be deemed to require the Corporation to issue any fractional Shares, and any fractional Shares issuable upon exercise of the Option may, at the discretion of the Corporation, be settled in cash or otherwise or shall be forfeited or otherwise eliminated.

(f) At such time as the Grantee desires to exercise the Option granted hereby, in whole or in part, the Grantee shall provide to the Corporation an Exercise Form in the form of Annex A hereto or in such other form authorized by the Corporation’s General Counsel. The Grantee’s signature at the place provided on said Exercise Form will evidence the Grantee’s election to purchase Shares of Common Stock pursuant to the terms and subject to the conditions and limitations contained in the Plan, in this Agreement and in said Exercise Form. The Option shall be considered exercised (in full or part, as the case may be) on the date such Exercise Form is received by the Secretary, together with payment of the Exercise Price for the Shares to be purchased plus any withholding tax required under any federal, state and local statutes. The Grantee may elect to have the amount of any withholding tax withheld from the Shares of Common Stock purchased.

(g) The Exercise Price shall be paid in full at the time of purchase of the Shares in cash or by check [ONLY INCLUDE FOR NON-EXECUTIVE OFFICERS: or by cashless exercise in accordance with the Corporation’s cashless exercise procedures as in effect from time to time]. If the Option is exercised in accordance with the provisions of the Plan and this Agreement, then the Corporation shall deliver to the Grantee certificates representing the number of Shares in respect of which the Option is being exercised, which Shares shall be registered in the Grantee’s name.

Notwithstanding anything to the contrary contained herein, in the event that the Grantee’s employment is terminated for Cause, the Corporation shall have the right, exercisable by written notice within twenty-one (21) days of such termination of employment, to repurchase from the Grantee (and any of Grantee’s Permitted Transferees, if applicable), any and all Shares theretofore purchased by the Grantee hereunder at a price per Share equal to the Exercise Price in respect of such Shares. For purposes of this Agreement, termination for “Cause” shall mean termination by reason of the Grantee’s fraud, dishonesty or commission of a crime, whether or not in the course of his or her employment.

(a) The Option is not transferable other than by will or by the laws of descent and distribution and during a Grantee’s lifetime is exercisable only by the Grantee. Any assignment in violation of this Section 5(a) shall be void and of no force or effect.

(b) The transferability of the Option and the Shares is limited by applicable law.

(c) Without limiting the generality of the foregoing, no purported sale, assignment or other transfer of the Shares shall be effective unless and until the transferee of the Shares so transferred executes and delivers to the Corporation its agreement, in form and substance satisfactory to the Corporation, to be bound by the provisions of this Agreement.

The Grantee’s exercise of the Option shall be subject to the Grantee acknowledging and agreeing to the following at the time of such exercise:

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