EX-99.(A)(1)(G) 8 dex99a1g.htm POWER POINT PRESENTATION TO ELIGIBLE EMPLOYEES Power Point Presentation to Eligible Employees
Stock Option Amendment
Program
March 2010
Exhibit (a)(1)(G)


2
What is it?
One time stock option amendment
Allows
employees
to have certain options
amended
You will
receive
fewer
new options but at
an
exercise
price
equal
to the greater
of US$1.00 or
our
closing
price
(BMJ) plus 7% on the
expiration date of the offer
(expected
to be
April 16, 2010)
Amended
options will
have a new ten-year
term


3
What is it? (cont.)
What is it? (cont.)
Amended
options will
be
subject
to
different
terms
in the event
of a Change in
Control or a Going-Private
Transaction, or
a liquidation or dissolution of Birks, as
described
in Exhibit
(a)(1)(A).


4
Is it
for me?
Participation is
voluntary
Your
option is
eligible
for amendment
if:
-
Option granted
under
either
the Henry Birks &
Sons Inc. Employee
Stock Option Plan or the
Mayor’s
Jewelers, Inc. 1991 Amended
Stock
Option Plan
-
Exercise
price
of options granted
is
equal
to or
greater
than
$4.00 per share
(in the currrency
in
which
such
option was
granted)


5
Is it
for me? (cont.)
AND
-
Is outstanding
and does
not expire before
the
date the offer
expires
If you
have more than
one eligible
option grant,
you
can
choose
to amend
one or more grants
-
You cannot
choose
to amend
part of a grant
In your
paperwork
is
a schedule
that
shows your
option grants
that
are eligible
for amendment


6
Am I eligible to participate?
Am I eligible to participate?
You can participate in this offer only if you are an
eligible employee.  You are an “eligible
employee”
if:
-
You are an employee of Birks or its
subsidiaries;
-
You hold eligible options through the date this
offer expires; and
-
You remain an employee of Birks or its
subsidiaries through the date this offer expires
and the date your options are amended.


7
How many
shares
do I get
if I amend
and what
is
the exercise
price?
Exchange ratio depends
on the exercise
price
of
your
eligible
option
The exercise
price
of your
amended
option will
be
the greater
of US$1.00 or the closing
price
(BMJ) + 7% on the amendment
date (expected
to be
April 16, 2010)
5 to 1
20 to 1
$4.01 to $10.00
Over $10.00
The Exchange
Ratio is
If Exercise
Price of Eligible
Option is


8
What
happens
to my
vesting?
The vesting
schedule
of your
amended
options
will
not change from
that
of your
eligible
options
prior
to the amendment.  Therefore, if all of your
options have vested, the amended
options will
be
fully
vested.


9
Risks related to the offer
Risks related to the offer
If the price of our Class A voting shares increases after
the date on which your options are amended, your
original options might be worth more than the amended
options.
You may be exposed to currency exchange risk
depending on the exchange rate at the time you exercise
your options.
The amended options will contain new provisions that
give the administrator of the Plans more flexibility in the
event of a Change in Control, which could adversely
affect your rights under the options.
If you do not participate in the offer and we engage in a
Going Private transaction, you will not be entitled to
receive cash upon exercise of your options and you may
have difficulty in selling the shares you receive upon
exercise of your options.


10
How do I amend
and when?
If
you
wish
to
amend
one
or
more
of
your
eligible
options grants
-
You must complete
the election
form
included
in
your
paperwork:
SEE EXHIBIT (a)(1)(C)
-
You must e-mail or fax Hélène Delaney at
hdelaney@birksandmayors.com or (514) 397-
2537


11
How do I amend
and when? (cont.)
-
OR hand deliver
to Hélène BUT YOU MUST GET
A SIGNED RECEIPT FROM HÉLÈNE!!!
You have until
April 16, 2010 at
5:00 p.m. EST
to turn
in your
election
form.