Exhibit No. 10.46
CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement ("Agreement") is made as of the 7th day of December, 1999, between
Michael Anthony Jewelers, Inc. (the "Company") and _____ (the "Employee").
WHEREAS, the Company considers the establishment and maintenance of a sound and vital management team
essential to protecting and enhancing its best interests and the Company's stockholders;
WHEREAS, the Company recognizes that the possibility of a change of control of the Company at some time in
the future exists and that such possibility and the uncertainty it may raise among management personnel may result
in the departure or distraction of such personnel to the detriment of the Company and the Company's
WHEREAS, the Compensation Committee (the "Committee") of the Company's Board of Directors (the
"Board") has determined that appropriate steps should be taken to reinforce and encourage the continued
attention and dedication of the key members of the Company's management team to their assigned duties without
the distraction arising from the possibility of a change of control.
NOW, THEREFORE, in consideration of the mutual covenants set forth below and for other good and valuable
consideration, the Company and the Employee agree to the following Change of Control Agreement.
1.1 "BENEFICIARY" means the Employee's estate.
1.2 "BENEFIT AMOUNT" means the cash payment payable pursuant to Article II, subject to the terms and
conditions contained in this Agreement.
1.3 "BOARD" means the Board of Directors of the Company.
1.4 "CODE" means the Internal Revenue Code of 1986, as amended.
1.5 "COMMITTEE" means the Compensation Committee of the Board or any other committee appointed by the
Board which is invested by the Board with responsibility for the administration of the Plan and whose members
meet the requirements for eligibility to serve as set forth in Exchange Act Rule 16b-3 and in the Plan.
1.6 "COMPANY" means Michael Anthon