EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2017 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between LIFETIME BRANDS, INC. (the “Company”) and ROBERT B. KAY (the “Executive”) as of December 22, 2017.
AGREEMENT AND PLAN OF MERGER BY AND AMONG LIFETIME BRANDS, INC., TPP ACQUISITION I CORP., TPP ACQUISITION II LLC, TAYLOR PARENT, LLC, TAYLOR HOLDCO, LLC, AND SOLELY FOR PURPOSES OF SECTIONS 7.16, 8.02 AND ARTICLE XV, CP TAYLOR GP, LLC December 22, 2017Merger Agreement • December 29th, 2017 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of December 22, 2017, by and among Lifetime Brands, Inc., a Delaware corporation (“Buyer”), TPP Acquisition I Corp., a Delaware corporation and wholly-owned Buyer Subsidiary (“Merger Sub”), TPP Acquisition II LLC, a Delaware limited liability company and wholly-owned Buyer Subsidiary (“Buyer Survivor LLC”), Taylor Holdco, LLC, a Delaware limited liability company (the “Company”), Taylor Parent, LLC, a Delaware limited liability company (the “Seller”) and solely for purposes of Sections 7.16, 8.02 and Article XV, CP Taylor GP, LLC, a Delaware limited liability company and the managing member of the Company (“Taylor GP”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Schedule 1. Buyer, Merger Sub, Buyer Survivor LLC, the Company and the Seller are referred to herein collectively as the “Parties” and, individually, as a “Party.”
STOCKHOLDERS AGREEMENTStockholders Agreement • December 29th, 2017 • Lifetime Brands, Inc • Cutlery, handtools & general hardware • Delaware
This Stockholders Agreement (this “Agreement”) is made and entered into as of [●], 2018, by and among Lifetime Brands, Inc., a Delaware corporation (the “Company”) and Taylor Parent, LLC, a Delaware limited liability company (the “Taylor Parent” and, together with any other stockholder of the Company set forth on Schedule I hereto, as may be amended from time to time after the date hereof, each a “Stockholder” and collectively, the “Stockholders”).
