AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 3 dated as of January 26, 1998, to Agreement dated as of
August 16, 1991, between SYRATECH CORPORATION, a Delaware corporation (the
Company) and E. XXXXX XXXXXXXX (the Executive).
The Executive is now, and at all times since prior to August 16, 1991 has
been, Vice President, Treasurer and Chief Financial Officer of the Company. On
August 16, 1991 the Company and the Executive entered into an Employment
Agreement (the Agreement). The Agreement was amended by Amendment No. 1 dated as
of July 27, 1996 and Amendment No. 2 dated as of January 31, 1997, effective as
of December 31, 1996 for the purposes of establishing and modifying the
provision for computation and payment of the retirement benefit thereunder. The
Company and the Executive now wish to modify the terms of the Executive's
Agreement related to the Executive's job responsibilities.
In consideration of the mutual covenants and agreements herein contained,
the parties agree as follows:
1. Amendment of Sections 2.1 and 2.2. Sections 2.1 and 2.2 of the Agreement
are hereby amended and restated to read in their entirety as follows:
2.1 Duties During Term of Full-Time Employment.
During the Executive's term of full-time employment the Executive shall
devote his full working time and energies to the business and affairs of
the Company. The Executive agrees during such term to use his best efforts,
skill and abilities to promote the Company's interests; to serve as a
director and officer of the Company if elected by the stockholders or
Board; to serve as a director and officer of any corporation which is a
subsidiary of the Company if elected by the stockholders or board of
directors of such subsidiary corporation; and to perform such duties
(consistent with his status as set forth below in this Section 2) as may be
assigned to him by the Board or by the Chief Executive Officer of the
Company (the CEO) or his designee. During his term of full-time employment,
the Executive shall not, directly or indirectly, without the prior consent
of a majority of the members of the Board who are not employees of the
Company or any of its subsidiaries, render any services to any other
person, or acquire any interests of any type in any other person, in
conflict with this full-time, exclusive position as Executive Vice
President-International Manufacturing and West Coast Distribution;
provided, however, that the foregoing shall not be deemed to prohibit the
Executive from (a) acquiring, solely as an investment and through market
purchases, securities of any entity which are registered under Section 12
of the Securities Exchange Act of 1934 and which are publicly traded so
long as he is not party of any control group of such corporation, (b)
acquiring, solely as an investment, any securities of, or interests in, any
other entity so long as he remains a passive investor in such entity and
does not become part of any control group thereof and so long as such
entity has no material business connection with the Company or any of its
subsidiaries, (c) serving as a director of any other corporation which is
not in competition with the Company or any of its subsidiaries and which
has no material business connection within the Company or any of its
subsidiaries; or (d) devoting such time and energy as the Executive deems
appropriate consistent with his duties hereunder to the work of
eleemosynary institutions of the Executive's choosing.
2.2 Authority. Subject to the direction and control of the Board,
during the Executive's term of full-time employment the Executive shall be
the Executive Vice President-International Manufacturing and West Coast
Distribution and, as such, shall have the power and authority now provided
for in Section 5.8 of the Bylaws of the Company. The Executive will perform
his services subject only to the direction and control of the Board and the
CEO or his designee and will report to the CEO or his designee and, if
requested to do so, to the Board.
3. Confirmation of Other Terms. In all other respects the provisions of the
Agreement are ratified, confirmed and approved.
IN WITNESS WHEREOF, the parties have duly executed this Amendment to the
Agreement as of the day and year first written above.
SYRATECH CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
-----------------------------------------
Chairman of the Board,
President and Chief Executive
Officer
By: /s/ E. Xxxxx Xxxxxxxx
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Executive Vice President of
International Manufacturing and
West Coast Distribution
