Chief Compliance Officer Employment Agreement

EXHIBIT 10.24

EMPLOYMENT AGREEMENT

This Employment Agreement (this " Agreement" ) is entered into as of March 16, 2007, between Whitehall Jewellers, Inc., a Delaware corporation (the " Company" ), and Robert B. Nachwalter (the " Executive" ).

WHEREAS, the Company desires to employ the Executive to serve as Senior Vice President, General Counsel, Chief Compliance Officer and Secretary for the Company, and the Executive desires to be employed by the Company, upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the Company and the Executive hereby agree as follows:

1. Employment . The Company hereby agrees to employ the Executive and the Executive hereby agrees to be employed by the Company upon the terms and subject to the conditions contained in this Agreement. The term of employment of the Executive by the Company pursuant to this Agreement commenced on April 24, 2006 (the " Effective Date" ) and shall end on the third annual anniversary of the Effective Date (such date or any successive date to which the term thereof has been extended pursuant to the succeeding sentence, the " Expiration Date" ). Such term shall be automatically extended for successive one-year periods unless either the Executive or the Company gives notice that such term shall not be so extended no later than one hundred and twenty (120) days prior to the then current Expiration Date or unless earlier terminated pursuant to Section 4 hereof. The term of employment as prescribed in the preceding sentence is hereinafter called the " Employment Period" . From and after the end of the Employment Period, unless earlier terminated hereunder, the Executive' s employment with the Company shall be at will, not for any specified term and without any payment guarantees, and either the Executive or the Company may terminate the employment relationship at any time.

2. Position and Duties .

(a) The Company shall employ the Executive during the Employment Period as its Senior Vice President, General Counsel, Chief Compliance Officer and Secretary. During the Employment Period, the Executive shall perform faithfully and loyally and to the best of the Executive' s abilities the duties assigned to the Executive hereunder and shall devote the Executive' s full business time, attention and effort to the affairs of the Company and its subsidiaries and shall use the Executive' s reasonable best efforts to promote the interests of the Company and its subsidiaries. The Executive may engage in charitable, civic or community activities and, with the prior approval of the Board of Directors (the " Board" ), which may be granted or denied in its sole discretion, may serve as a director (but not a lead director) of any other business corporation, provided that such activities or service do not interfere with the Executive' s duties hereunder or violate the terms of any of the covenants contained in Sections 6, 7 or 8 hereof.

(b) Responsibilities . The Executive shall have the authority responsibility and duty customarily exercised by a person holding the position of Senior Vice President, General Counsel, Chief Compliance Officer and Secretary. The Executive shall also perform such duties (not inconsistent with the position of Senior Vice President, General Counsel, Chief Compliance Officer and Secretary on behalf of the Company and its subsidiaries) as may from time to be authorized by the Board, the Chairman or the Chief Executive Officer. Executive will not issue any communication, written or otherwise, that disparages, criticizes or otherwise reflects


adversely or encourages any adverse action against the Company or the individual or entities that are owners, stockholders, agents, directors, officers, employees, representatives, attorneys, divisions, parents, subsidiaries, predecessors, successors or assigns of the Company.

3. Compensation .

(a) Base Salary . During the Employment Period, the Company shall pay to the Executive a base salary at the rate of not less than $200,000 per annum until March 18, 2007 and $230,000 per annum from and after March 19, 2007 (" Base Salary" ), payable in accordance with the Company' s executive payroll policy. Such Base Salary shall be reviewed from time to time and shall be subject to such increases, if any, as determined by the Compensation Committee of the Board (the " Compensation Committee" ).

(b) Annual Bonus . The Executive shall be eligible to participate in the Company' s Management Cash Bonus Plan or other annual cash bonus plan made available to elected officers of the Company generally (" Annual Bonus" ) with target bonus opportunity equivalent to that of other senior vice presidents of the Company which shall be no less than 30% of annual base salary (based upon the Company meeting certain performance criteria set by the Board).

(c) Equity-Based Compensation . Within sixty (60) days of the date hereof, the Company shall adopt an equity compensation plan (the " Plan" ). Pursuant to the terms of the Plan and promptly after its adoption, the Company shall grant to the Executive (the date of grant being referred to herein as the " Grant Date" ), such grant to be memorialized in an option agreement (the " Option Agreement" ) to be executed between the Company and the Executive, options with a 5-year term on a number of shares of common stock of the Company (" Common Stock" ) equal to .25% of the outstanding Common Stock on the date hereof (with the shares to be granted per such option grant included in the outstanding shares) (the " Options" ), with a per share exercise price equal to the fair market of the Common Stock as of the Grant Date. The fair market value of a share of Common Stock shall be determined by the Board as of the Grant Date; provided, however, such determination shall be made in a manner consistent with Section 409A of the Internal Revenue Code, as amended (the " Code" ), and official guidance thereunder (" FMV" ).

(1) Vesting . The Options shall vest over a thirty-six (36) month period with the first nine thirty-sixths (9/36) of the Options vesting on the Grant Date and an additional one thirty-sixth (1/36) of the Options vesting on each monthly anniversary of the Grant Date (until such Options are fully vested); provided, that, the Executive is continuously employed with the Company during such vesting period. Notwithstanding the foregoing sentence, if the Executive is employed by the Company immediately prior to the consummation of a Change of Control (as defined below), all unvested Options shall immediately vest upon consummation of such Change of Control. At such time as the Executive' s employment with the Company terminates, all unvested Options shall cease to be subject to the aforementioned vesting schedule (and the accelerated vesting schedule set forth in Section 3(c)(4) and shall be forfeited by the Executive. Upon termination of the Executive' s employment with the Company or the voluntary resignation by the Executive, any vested Options shall remain exercisable for a period of ninety (90) days after the date of termination or resignation, except in the case of a termination for Cause (as defined in Section


4(c)(ii)), in which event any vested and unexercised Options shall immediately be forfeited and canceled upon the Executive' s termination for Cause. Notwithstanding anything to the contrary, upon any termination of the Executive' s employment or any resignation by Executive, any and all unvested Options shall immediately be forfeited and canceled.

(2) Repurchase . Any shares of stock held by the Executive from the exercise of the Options shall be repurchasable by the Company, at its option, within the 120-day period following the termination of, or the voluntary resignation by the Executive of, the Executive' s employment, at (i) 80% of the FMV on the date of repurchase if such termination is for Cause or due to the Executive' s voluntary resignation of his employment with the Company, or (ii) 100% of FMV on the date of repurchase if such termination is for a reason other than for Cause or the Executive' s voluntary resignation of his employment with the Company. In the case of clauses (i) and (ii) above, repurchases shall be made according to the following terms: the repurchase price will be paid by the Company over a 2-year period in equal installments on the first day of each calendar quarter following the repurchase closing; provided, however, payments may be deferred to the extent required to avoid any penalty tax imposed under Section 409A of the Code. The Options shall be subject to such other terms and conditions as are set forth in the Option Agreement.

(3) Change in Control . A " Change of Control" shall mean (i) the sale of all or substantially all of the Company' s assets, (ii) the sale of all or substantially all of the shares of issued and outstanding capital stock of the Company, or (iii) the merger, consolidation or reorganization of the Company into or with another corporation or other legal person; provided, however, no sale of all or substantially all of the issued and outstanding shares, merger, consolidation, reorganization, sale or transfer (or any other transaction) shall constitute a " Change of Control" if, immediately following such sale of all or substantially all of the issued and outstanding shares, merger, consolidation, reorganization, sale or transfer (or any other transaction), Prentice Capital Management, LP (" Prentice" ), Holtzman Opportunity Fund, L.P. (" Holtzman" ) and/or their respective affiliates shall continue to beneficially own (as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended) a majority of the outstanding voting securities of the Company or the surviving corporation, as applicable. For the purposes of this Section 3(c)(3), " substantially all of the Company' assets" is defined as 50% or more of the total dollar value of all of the Company' s assets and " substantially all of the shares" is defined as 50% or more of the total shares of the capital stock of the Company issued and outstanding.

(4) Accelerated Vesting . Beginning with the Fiscal Year 2007 (which ends January 31, 2008), in addition to the vesting schedule reflected above, the Options shall vest and become exercisable according to the following schedule:

(i) One-fourth (1/4) of the Options granted pursuant to Section 3(c) shall vest if EBITDA (as defined below) equals or exceeds $5,000,000 at the end of any fiscal year.

(ii) One-half (1/2) of the Options granted pursuant to Section 3(c) shall vest if EBITDA (as defined below) equals or exceeds $15,000,000 at the end of any fiscal year.

(iii) Three-fourths (3/4) of the Options granted pursuant to Section 3(c) shall vest if EBITDA (as defined below) equals or exceeds $25,000,000 at the end of any fiscal year.

(iv) Any unvested portion of the Options granted pursuant to Section 3(c) shall vest if EBITDA (as defined below) equals or exceeds $35,000,000 at the end of any fiscal year.

(" EBITDA" ) shall mean the sum of the Company' s earnings from its operations, after eliminating therefrom all non-cash extraordinary non-recurring items of income (including gains on the sale of assets and earnings from the sale of discontinued business lines) and after all expenses and other proper changes, but before payment or provision for interest, taxes, depreciation and amortization in accordance with GAAP, consistent with the Company' s past practices and as determined by the Company' s independent accountants.

In the discretion of the Board or a committee thereof, Executive shall be eligible to participate in further equity awards commensurate with his position with the Company and on terms thereof substantially similar to those of the Company' s other senior executives. The accelerated vesting schedule in Section 3(c)(4) above shall not apply to any further equity awards granted by the Company to the Executive.

(d) Other Benefits . During the Employment Period, the Executive shall be entitled to participate in the Company' s employee benefit plans generally available to executives of the Company (such benefits being hereinafter referred to as the " Employee Benefits" ). The Executive shall be entitled to take time off for vacation or illness in accordance with the Company' s policy for executives and to receive all other fringe benefits as are from time to time made generally available to executives of the Company

(e) Relocation . The Executive shall be entitled to (i) reimbursement of relocation expenses up to $25,000 in connection with Executive' s relocation from Florida to the Chicago metropolitan area including " house hunting" expenses and expenses associated with the sale of the Executive' s home in Florida, and (ii) payment of reasonable hotel or apartment accommodations until Executive' s relocation to the Chicago metropolitan area (not to exceed 60 days). In the event Executive voluntarily terminates his employment or is terminated for Cause prior to the first anniversary of the Effective Date, Executive shall be required to repay a pro-rata portion based on months remaining to have been worked in the first year any relocation expenses previously paid by the Company. Executive will be " grossed up" any taxes due in respect of the reimbursement of relocation expenses pursuant to Section 3(e) hereof in accordance with Internal Revenue Service regulations.

(f) Expense Reimbursement . During the Employment Period, the Company shall reimburse the Executive, in accordance with the Company' s policies and procedures, for all


proper expenses incurred by the Executive in the performance of the Executive' s duties hereunder.

(g) Right to Change Plans . Nothing in this Agreement shall be construed to limit, condition or otherwise encumber the rights of the Company to amend, discontinue, substitute or maintain any benefit plan, program or perquisite, and no such amendment, discontinuance, substitution or maintenance or failure to maintain any benefit plan, program or perquisite shall be construed as a breach of this Agreement.

4. Termination .

( ...