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Exhibit 10.11
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Amendment No. 2, dated January 31, 1997, as of December 31, 1996, to
Agreement, dated as of August 16, 1991 (as heretofore amended as of July 27,
1996) between SYRATECH CORPORATION, a Delaware corporation (the "Company") and
XXXX X. XXXXXX (the "Executive").
The Executive is now, and at all times since prior to August 16, 1991
has been, Vice President -- Sales of the Company. On August 16, 1991 the
Company and the Executive entered into an Employment Agreement (the
"Agreement"), which made no provision for payment of a retirement benefit to
the Executive. Pursuant to Amendment No. 1, dated as of July 27, 1996 (the
"Amendment") there was 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) one-half of one percentum (0.5%) 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 (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.
In consideration of the execution by the Company and the Executive of
that certain Agreement, dated as of December 31, 1996, by and between the
Company, THL Transaction I Corp. and the Executive, and of other good and
valuable consideration each to the other in hand paid, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Section 3.4 of the Agreement, as heretofore added by the Amendment,
is hereby further amended by adding at the end thereof a new sentence reading
in its entirety as follows:
Notwithstanding the foregoing provisions of this Section 3.4 or any other
provision of this Agreement, the phrase and term "total annual compensation"
as used in this Section 3.4 or elsewhere in this Agreement shall not
include, or be deemed to include, any securities distributed or payments
made to the Executive pursuant to Sections 2 and/or 3 of that certain
Agreement, dated as of the 31st day of December 1996, by and between the
Company, THL Transaction I Corp., Xxxxxxx Xxxxxxxx and the Executive, it
being intended and agreed that the distributions of securities and cash
payments made and to be made pursuant thereto shall not increase or
otherwise affect the retirement benefit provided for in this Section 3.4.
2. Confirmation of other Terms. In all other respects the provisions
of the Agreement, as heretofore amended, 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 Fifty
Thousand Dollars ($350,000.00) 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 Xxxxxxx
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President
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
