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Exhibit 10.7
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 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"). 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 three years 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) 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
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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.
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 Fifty Thousand Dollars
($350,000) 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/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
