Exhibit 10.1


 


AMENDMENT NO. 5, dated as of December 13,
2007, to the Employment Agreement dated as of August 1, 2000, as amended
(the “Employment Agreement”) between Blyth, Inc., a Delaware corporation
(the “Company”), and Robert B. Goergen (the “Executive”).  Capitalized terms used herein that are not
defined herein shall have the meanings ascribed thereto in the Employment
Agreement.


 


WHEREAS, pursuant to Section 9 of the
Employment Agreement, the Company is obligated to pay the Executive, following
the Executive’s Separation from Service, a Deferred Supplemental Pension
Benefit Obligation in annual installments of $400,000 per annum, together with
interest thereon at the rate of 6% per annum, compounded quarterly, calculated
from the date following the Executive’s Separation from Service;


 


WHEREAS, the Company is also obligated to pay
interest on the components of such Supplemental Pension Benefit Obligation that
were not paid when earned at the rate of 6% per annum, compounded quarterly,
calculated from the date on which earned to the date of the Executive’s
Separation from Service; and


 


WHEREAS, the Company and the Executive desire to
amend the Employment Agreement primarily for the purpose of accelerating the
time for payment of such Deferred Supplemental Pension Benefit Obligation and
the components thereof.


 


NOW, THEREFORE, the Company
and the Executive hereby agree as follows:


 


1.                                       Section 1(b) of
the Employment Agreement is hereby amended to read in its entirety as follows:


 


“Base Salary” shall mean an annualized salary
of not less than (a) $600,000 during the Initial Term and (b) thereafter,
one-half of the annualized Base Salary as in effect on the last day of the
Initial Term, in each case as adjusted as contemplated by the second sentence
of Section 4 below; provided, however, that the term “Base Salary” shall
not include any amounts payable under the third sentence of Section 4
below.


 


2.                                       Clause (iii)(B) of
Section 1(e) of the Employment Agreement is hereby amended by
deleting the words “during the last three years of the Term of Employment,” and
substituting in lieu thereof the words “during the remainder of the Term of
Employment following the Initial Term,”.


 


3.                                       Section 3 is hereby amended by
adding the following two new sentences thereto immediately after the sixth
sentence thereof:


 


 


 

















 


It is the intent of the Company and the Executive
that there shall not occur a Separation from Service (as defined in Section 9(k) hereof)
with respect to the Executive until the end of the Employment Period.  To that end, and notwithstanding the end of
the Initial Term, the giving of notice by the Company or by the Executive
pursuant to Section 2 hereof or the provisions of Section 3(b) hereof,
the Executive agrees to use his best efforts to continue to provide to the
Company until the end of the Employment Period, and the Company agrees to use
its best efforts to utilize, such services of the Executive as may be necessary
to ensure that there will not be a Separation from Service with respect to the
Executive prior to the end of the Employment Period.


 


4.                                       Section 4
of the Employment Agreement is hereby amended by (a) changing the heading
thereof to read “BASE SALARY; ADDITIONAL COMPENSATION.” and (b) adding
a new third sentence thereto to read as follows:


 


In addition, so long as the Term of Employment shall
not have terminated on or prior to January 31, 2008, during the period
commencing February 1, 2008, and ending on the earlier of July 31,
2010 or the last day of the Term of Employment, the Executive shall be paid, in
addition to his Base Salary and any incentive award to which he might be
entitled, an additional annualized salary of $500,000, which shall be payable
in accordance with the regular payroll practices of the Company.


 


5.                                       The first
sentence of Section 6(a) of the Employment Agreement is hereby
amended to read in its entirety as follows:


 


Subject to Section 9(k) hereof and to
vesting, as hereinafter provided, the Executive shall be entitled to receive,
during his lifetime, a supplemental pension benefit, commencing upon the
earlier of (a) August 1, 2010, and (b) the day following the end
of the Term of Employment, equal to 50% of his Final Average Compensation, but
not in excess of $500,000 per annum, which amount shall be payable in four
equal quarterly installments each year, commencing on the earlier of August 1,
2010 or the day following the end of the Term of Employment.


 


6.                                       Section 6(c) of
the Employment Agreement is hereby deleted in its entirety.


 


 


 


2

















 


7.                                       Section 9(k) of
the Employment Agreement is hereby amended by deleting the period at the end
thereof and adding the following words after the word “paid”: “together with
interest thereon at rate of 6% per annum, compounded quarterly, calculated from
the dates that payment thereof was due, but for this Section 9(k), to the
date of payment thereof.”


 


8.                                       Section 9(l) of
the Employment Agreement is hereby amended in its entirety to read as follows:


 


In addition to the annuity that is described in Section 6(a) hereof,
the Executive shall earn an additional supplemental pension benefit in a
quarterly amount of $125,000, commencing retroactively as of August 1,
2006, and each November 1, February 1, May 1 and August 1
thereafter until the earlier of (a) January 31, 2008 and (b) the
last day of the Term of Employment (pro-rated for any partial final quarter in
the event that the Term of Employment terminates (1) on a day other than August 1,
November 1, February 1 or May 1 and (2) prior to January 31,
2008.  Subject to Section 9(k) hereof,
such amount shall be due and payable, on the earlier of (a) January 31,
2008 and (b) the last day of the Term of Employment (the Additional
Supplement Pension Benefit Payment Date”), together with interest thereon at
the rate of 6% per annum, compounded quarterly, calculated from the dates that
the Executive earned the same to the Additional Supplement Pension Benefit
Payment Date.


 


9.                                       Section 24
is hereby amended by deleting the words “December 31, 2006” and
substituting in lieu thereof the words “December 31, 2008”.


 


10.                                 Except as
amended hereby, the Employment Agreement shall remain in full force and effect.


 


IN WITNESS WHEREOF, the parties
have executed this Amendment as of the date set forth above.


 


	
   

  	
  Blyth, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Its: Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  The Executive:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Robert B. Goergen

  	
   

  
							



 


 


 


 


 


 


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