AMENDMENT NO. 1 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AMENDMENT NO. 1 dated July 29, 1998 to AMENDED AND RESTATED EMPLOYMENT
AGREEMENT dated April 16, 1997 between Syratech Corporation, a Delaware
corporation (the "Company"), and Leonard Florence (the "Executive").
WHEREAS, the Company and the Executive are parties to an Amended and
Restated Employment Agreement dated as of April 16, 1997 (the "Agreement"),
which provides for, among other things, the computation and payment of a
retirement benefit to the Executive or his surviving spouse (capitalized terms
used and not otherwise defined herein shall have the meaning given to such terms
in the Agreement);
WHEREAS, the Company and the Executive have agreed to amend the
provisions of the Agreement relating to (i) the terms of the Executive's
employment and (ii) the computation and payment of the retirement benefit to the
Executive as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree as follows:
1. Section 1.2 of the Agreement is hereby deleted in its entirety and
is replaced with the following:
"1.2 the Executive's term of full-time employment pursuant to
this Restated Agreement shall, unless otherwise terminated pursuant to
Section 4 of this Restated Agreement, continue until the earlier of (i)
April 16, 2002 or (ii) the third anniversary of receipt of a notice of
termination given by the Executive to the Company at any time after the
date of this Restated Agreement, which notice shall state that it is
being given pursuant to clause (ii) of Section 1.2 of this Restated
Agreement. The Executive's term of advisory service (the "Advisory
Period") shall begin on the day next following the last day of the
Executive's term of full-time employment in accordance with this
Restated Agreement and shall end on the third anniversary of such
date."
2. Section 3.3 of the Agreement is hereby amended by labeling the
current section 3.3 as Section 3.3(a) and adding the following language as an
additional paragraph titled Section 3.3(b) at the end of such section:
"(b) Notwithstanding the foregoing, in lieu of the retirement
benefits provided for in Section 3.3(a) hereof, the Company shall,
provided that the making of such payments does not violate the terms of
the Company's Credit Agreement as amended to date (it being agreed that
the Company shall use its best efforts to negotiate any replacement,
extension or refinancing of such Credit Agreement to permit the Company
to make the payments specified by this Section 3.3(b)), pay the
Executive the amounts set
forth below on the dates set forth below as Payments in lieu of the
retirement benefits provided for in Section 3.3(a) above:
Date of Payment Amount of Payment
--------------- -----------------
July 29, 1998 $ 926,196.38
January 2, 1999 891,730.39
January 2, 2000 891,730.39
January 2, 2001 577,002.02
January 2, 2002 577,002.02
All payments shall be made by wire transfer of immediately available
funds. If any payment set forth above is not made on the date such
payment is scheduled, the amount due for such payment shall accrue
interest at a rate of 6.75% per annum, computed daily, until such
payment is made. To the extent that any payments set forth in this
Section 3.3(b) are made, such amounts (excluding any interest) shall
reduce on a dollar-for-dollar basis the amounts that would otherwise be
payable by the Company pursuant to Section 3.3(a) above. In the event
of the Executive's death, any future payments by the Company shall be
made to the Executive's Spouse if she is still living. In the event
that both the Executive and the Executive's Spouse die prior to January
2, 2002, the Company shall not be required to make any additional
payments. If the Company makes all of the payments set forth in this
Section 3.3(b) (including any accrued interest, if applicable), then
the Company shall not be required to make any of the payments specified
in Section 3.3(a) above. Upon the consummation of a change of control
of the Company (whether by way of (i) a merger or consolidation,
pursuant to which the stockholders of the Company immediately prior to
such merger or consolidation own less than 50% of the voting securities
of the surviving or resulting corporation or (ii) the sale of all or
substantially all of the assets or stock of the Company, in either case
pursuant to which the stockholders of the Company receive at least $32
in cash per share of common stock), the payments set forth in this
Section 3.3(b) shall immediately become due and payable and upon
payment thereof, the Company shall have no further obligations under
Section 3.3(a); provided that a change of control shall not include a
public offering of the Company's common stock."
3. All other terms of the Agreement are hereby confirmed to remain in
full force and effect.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1
to the Agreement as of the date first written above.
SYRATECH CORPORATION
By: /s/ Melvin L. Levine
-----------------------------
Name: Melvin L. Levine
Title: Vice President of Purchasing
/s/ Leonard Florence
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Leonard Florence