Description of Director and Named Executive Officer Compensation for Finlay Enterprises, Inc. and Finlay Fine Jewelry Corporation

Summary

This document outlines the compensation structure for directors and named executive officers of Finlay Enterprises, Inc. and Finlay Fine Jewelry Corporation. Non-employee directors receive annual retainers, meeting fees, and additional fees for committee chair roles, with all eligible directors deferring their fees into restricted stock units (RSUs) under a deferred compensation plan. Executive officers receive salary increases, performance-based bonuses, and are eligible for various benefits, including medical, life insurance, and participation in retirement and disability plans. The agreement specifies compensation amounts and benefit eligibility for the listed individuals.

EX-10.29 2 file002.htm DESCRIPTION OF EXECUTIVE COMPENSATION

EXHIBIT 10.29 DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION* Directors who are or were full-time employees of either the Holding Company or Finlay Jewelry receive no additional compensation for serving as members of the Board. Directors of the Holding Company and Finlay Jewelry (who are not current or former employees) each receive an aggregate annual cash retainer of $25,000 and fees of $1,000 for each Board and committee meeting attended in person, and $500 for each committee meeting attended by conference call. Additionally, the Audit Committee chairman receives an aggregate annual fee of $6,000, while the chairmen of the Compensation and Nominating and Corporate Governance Committees each receive an aggregate annual fee of $3,000. Each eligible director has elected, under the Holding Company's Director Deferred Compensation and Stock Purchase Plan, to defer 100% of his or her eligible director fees that would otherwise be paid in cash and receive restricted stock units (i.e., RSUs). The participant RSUs are awarded and credited to the participant's account quarterly in an amount based on a formula which divides the cash amount deferred by the fair market value of a share of Common Stock on the award date. On each award date, the Holding Company credits the participant's account with one matching RSU for each participant RSU purchased by the director. The following non-employee directors own RSUs in the amounts set forth below: Participant RSUs Matching RSUs(1) ---------------- ---------------- Rohit M. Desai 2,527 2,527 Norman S. Matthews 2,831 2,831 Michael Goldstein 3,134 3,134 John D. Kerin 2,527 2,527 Richard E. Kroon 2,527 2,527 Ellen R. Levine 1,711 1,711 Thomas M. Murnane 2,733 2,733 - ------------------------------ (1) The matching RSUs include vested and unvested RSUs. On April 12, 2005, the Compensation Committees awarded salary increases ranging from approximately 2.5% to 5.0% to each of the executive officers named below other than Mr. Reiner. In addition, the Compensation Committees authorized 2004 performance-based bonus awards to each of the following executive officers in the amounts set forth below: Name 2004 Bonus ---- ---------- Arthur E. Reiner $ 478,782 Joseph M. Melvin 215,556 Leslie A. Philip 225,240 Edward J. Stein 187,444 Bruce E. Zurlnick 145,494 The executive officers named above are also eligible to receive those benefits available to all of Finlay Jewelry's senior officers, including performance-based cash bonuses and restricted stock awards, supplemental executive medical benefits, company-paid group life insurance (other than for Mr. Reiner who is entitled to key man life insurance under the terms of his employment agreement) as well as various other benefits available to all full-time employees of Finlay Jewelry including, but not limited to, paid vacation time, participation in the Holding Company's 401(k) plan and short-term disability benefits. *References herein to Holding Company are intended to refer to Finlay Enterprises, Inc. and references herein to Finlay Jewelry are intended to refer to Finlay Fine Jewelry Corporation.