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Exhibit 10.5
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 1, dated as of July 27, 1996, 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 Company and the Executive wish to modify the
Agreement to make provision for payment to the Executive of a retirement
benefit.
In consideration of the mutual covenants and agreements herein
contained, the parties agree as follows:
1. CONTINUATION OF EMPLOYMENT. The Executive hereby agrees to continue
to serve as a full-time employee of the Company for a period of at least one
year following the date of this Agreement.
2. RETIREMENT BENEFIT. There is hereby added to the Agreement a new
Section 3.4 reading in its entirety as follows:
3.4 RETIREMENT BENEFIT. From and after the "Deemed Retirement Date"
(as hereinafter defined) and until the last day of the month during which
the Executive's death shall occur, the Executive shall be entitled to
receive from the Company, and the Company shall pay to the Executive, as a
fully vested benefit, an annual retirement benefit equal to the greater of
(a) $75,000 or (b) the product of (i) 1% of the average total annual
compensation (i.e., base salary plus bonus compensation) paid to the
Executive by the Company in the three years (as defined below) next
preceding the Deemed Retirement Date and (ii) the number of full years (a
"year" being defined as a period of 365 calendar days) during which the
Executive was a full-time employee of the Company or one or more
subsidiaries of the Company
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(whether or not such full-time employment occurred before or after the
date of this Agreement so long as such full-time employment occurred
after the date of incorporation of the Company), calculated as of the
Deemed Retirement Date; provided, however, that such annual retirement
benefit shall be offset (that is, diminished) by the amount of any
annual retirement benefit that the Executive shall be or become
entitled to receive (and shall actually receive) under any
Company-funded pension plan that may be adopted after the date of this
Agreement. The annual retirement benefit shall be payable in equal
monthly installments in arrears beginning with the last day of the
month in which the Deemed Retirement Date occurs. As used herein, the
term "Deemed Retirement Date" shall mean the first day of the month
next following the calendar month during which occurs the later of (x)
the 65th anniversary of the Executive's date of birth or (y) the last
day of full-time employment of the Executive by the Company, regardless
of the circumstances under which the Executive's full-time
employment is terminated.
3. CONFIRMATION OF OTHER TERMS. In all other respects the
provisions of the Agreement are ratified, confirmed and approved, except that
the parties acknowledge that, as contemplated by the second sentence of Section
3.1 of the Agreement, effective as of January 1, 1996, the Executive's base
salary was increased by the Company to Three Hundred Twenty-Five Thousand
Dollars ($325,000) per annum.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment to the Agreement as of the day and year first above written.
SYRATECH CORPORATION
By /s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
Chairman of the Board, President
and Chief Executive Officer
/s/ E. Xxxxx Xxxxxxxx
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E. Xxxxx Xxxxxxxx
