EX-4.21 3 dex421.htm SENIOR MANAGEMENT LONG-TERM CASH INCENTIVE PLAN

Exhibit 4.21

FORM OF EXECUTIVE MANAGEMENT

LONG-TERM CASH INCENTIVE PLAN

(Date)

Dear :

We are pleased to announce the introduction of the Birks & Mayors Inc. Executive Management Long-Term Cash Incentive Plan which will be effective April 1 st 2007. The purpose of this plan is to encourage you in reaching goals that not only achieve short-term performance but also align the Company’s goals with the creation of long-term shareholder value. In recognition of your role within the Birks & Mayors Senior Management Team, I am delighted to confirm your participation in this new plan.

Essentially, the plan consists of the following three (3) components:

1. | Target incentive compensation percentage (“Target Compensation”);

2. | Payout percentage of Target Compensation determined by the achievement of predetermined performance measures in accordance with a matrix;

3. | Performance Evaluation cycle comprised of three-year intervals with the first cycle being the period of three years ending March 28, 2009, for which the Board of Directors has approved the Payout Matrix and the Performance Criteria. The second cycle would be the next period of three years ending March 27, 2010 and so on. After the first cycle, each cycle and the goals and matrix for that cycle will require the Board of Directors approval.

The plan is further described and illustrated in Schedule A attached hereto.

To be eligible, you must be actively employed as a member of the Birks and Mayors Senior Management Team on March 31 st, 2008.

Your target incentive compensation for the first three-year cycle ending March 28, 2009 is % of your base salary that is in effect on March 31 st, 2008.

| (1) | The matrix for determining the payout rate will be based on a three (3) year average (April 1, 2006 to March 28, 2009 for the first cycle) of Sales Growth and Return On Equity (ROE) as presented in Schedule A. Incentive payments will be made following the approval by the Board of Directors of the audited statements for the period ending on March 28, 2009 and will be contingent upon you being continuously and actively employed by Birks & Mayors Inc. (or one of its subsidiaries) through the date of the payout, if any, in June 2009. Incentive amount will be prorated for those who will not have been actively employed during the period beginning March 31 st, 2008 and ending March 28, 2009 (maternity leave, long term disability leave, approved personal leave without pay).

, we know that you share our enthusiasm and our desire to ensure the success and growth of Birks & Mayors, and we hope that the Birks & Mayors Executive Management Long-Term Cash Incentive Plan will provide you with a generous incentive and ultimately reward you for your important contributions and achievements toward the Long Term growth of Birks and Mayors and the creation of shareholder value.

Sincerely yours,
Thomas A. Andruskevich

I, the undersigned, acknowledge receipt of this letter and accept the terms and conditions contained therein.

(Name)

Date:

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