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Exhibit 10.10
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 May 11,
1995) between SYRATECH CORPORATION, a Delaware corporation (the "Company") and
XXXXXX X. XXXXXX (the "Executive").
The Executive is now, and at all times since prior to August 16, 1991
has been, Vice President -- Purchasing of the Company. On August 16, 1991 the
Company and the Executive entered into an Employment Agreement (the
"Agreement") that, among other things, provided for the computation and payment
of a retirement benefit to the Executive. Pursuant to Amendment No. 1, dated as
of May 11, 1995 (the "Amendment") to the Agreement, Section 3.3 of the
Agreement was modified to read in its entirety as follows:
3.3 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 product of (i) 2% 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 (a) the 65th anniversary of the Executive's date of birth or
(b) 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 hereby acknowledged, the parties hereto agree as follows:
1. Section 3.3 of the Agreement, as heretofore amended by the
Amendment, is hereby further amended by adding at the end hereof a new
sentence reading in its entirety as follows:
Notwithstanding the foregoing provisions of this Section 3.3 or any
other provision of this Agreement, the phrase and term "total annual
compensation" as used in this Section 3.3 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 3.3.
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.
STRATECH CORPORATION
By /s/ Xxxxxxx Xxxxxxxx
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President
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
