amended121108.htm


     

    EXHIBIT
10.1


      AMENDED
AND RESTATED EMPLOYMENT AGREEMENT

       

      THIS
AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into as of the
11th
day of December, 2008, by and between Blyth, Inc., a Delaware corporation
(together with its successors and assigns permitted under this Agreement, the
“Company”), and
Robert B. Goergen (the “Executive”).

       

      W
I T N E S S E T H:

       

      WHEREAS,
the Company and the Executive entered into an Employment Agreement as of August
1, 2000, as amended by Amendments 1 through 5 (such Employment Agreement and
Amendments thereto, the “Prior Agreement”);

       

      WHEREAS,
the Company desires to continue to employ the Executive and to enter into an
agreement embodying the terms of such employment (this “Agreement”), and the
Executive desires to enter into this Agreement and to accept such employment,
subject to the terms and provisions of this Agreement;

       

      NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is mutually acknowledged, the Company and the Executive
(individually a “Party” and together
the “Parties”)
agree as follows:

       

      1.           DEFINITIONS.

       

      (a)           “Affiliate” of a
person or other entity shall mean a person or other entity that, directly or
indirectly, controls, is controlled by, or is under common control with, the
person, or other entity, specified.

       

      (b)           “Base Salary” shall
mean an annualized salary of not less than (a) $600,000 during the Initial Term
(or, in the case of a termination of employment of the Executive due to his
death or Disability, during the Scheduled 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(a)
below.  For purposes of clarification, the term “Base Salary” shall
not include the supplemental salary described in Section 4(b)
below.

       

      (c)           “Board” shall mean the
Board of Directors of the Company.

       

      (d)           “Cause” shall
mean:

       

      (i)           the
Executive is convicted of a felony involving moral turpitude; or

       

      (ii)           the
Executive is guilty of willful gross neglect or willful gross misconduct in
carrying out his duties under this Agreement, resulting, in either case, in
material economic harm to the Company, unless the Executive believed in good
faith that such act or nonact was in the best interests of the
Company.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

               

        
        

      

      
        	
                 (e)

              	  “Constructive
      Termination Without Cause” shall mean termination by the Executive
      of his employment at his initiative following the occurrence of any of the
      following events without his consent:


      

       

      (i)           a
reduction in (A) the Executive’s then current Base Salary, (B) the supplemental
salary to which he is entitled under Section 4(b) (other
than as contemplated on July 31, 2010), or (C) his target bonus opportunity as a
percentage of Base Salary;

       

      (ii)           the
termination or material reduction of any perquisite described in Sections 7 or 8 or any other
employee benefit or perquisite enjoyed by him (other than, in the case of such
other employee benefits or perquisites, as part of an across-the-board reduction
of such other employee benefits or perquisites applicable to all executive
officers of the Company);

       

      (iii)           the
failure to elect or reelect the Executive to any of the positions described in
Section 3
(including membership on the Board) or the removal of him from any such
position;

       

      (iv)           (A)
during the Initial Term, a material diminution in the Executive’s duties,
responsibilities or authority or the assignment to the Executive of duties which
are materially inconsistent with his duties or which materially impair the
Executive’s ability to function as the Chairman and Chief Executive Officer of
the Company, and (B) during the remainder of the Employment Period following the
Initial Term, the assignment to the Executive of duties that are materially
inconsistent with those that could reasonably be expected to be assigned to, and
performed by, a part-time senior executive of a major corporation;

       

      (v)           the
relocation of the Company’s principal office, or the Executive’s own office
location, as assigned to him by the Company, to a location outside the State of
Connecticut or more than 50 miles from Greenwich, Connecticut; or

       

      (vi)           the
failure of the Company to obtain the assumption in writing of its obligation to
perform this Agreement by any successor (whether direct or indirect, by
purchase, merger, consolidation, sale or similar transaction) to all or
substantially all of the business and/or assets of the Company within 15
calendar days after the closing of any such event.

       

      Following
written notice given as set forth in Section 21, below,
from the Executive of one of the events described above, the Company shall have
15 calendar days in which to cure.  If the Company fails to cure, the
Executive’s Constructive Termination Without Cause shall become effective on the
16th
calendar day following the written notice.  The Executive’s good faith
determination that there has been a Constructive Termination Without Cause shall
be conclusive unless the Company bears the burden of proving that the Executive
was acting in bad faith or unreasonably.

       

      (f)           “Disability” shall
have the meaning ascribed thereto in Section 409A(2)(C) of the Code and Treasury
Regulation Section 1.409A-3(i)(4)(i).  In addition, “Disability” shall
include the events listed in Treasury Regulation Section 1.409A-3(i)(4)(iii) to
the extent permitted thereunder.

       

      (g)          “Effective Date” shall
mean the date as of which this Agreement was entered into.

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (h)           “Employment Period”
shall mean the period commencing on the on the Effective Date and ending on July
31, 2013, subject to Section 2 hereof.

       

      (i)           “Fair Market Value”
shall mean the average daily value of a share of Stock as traded on the stock
market on which the Company’s Common Stock is principally traded (which is
currently the New York Stock Exchange) during the applicable period, based on
the mean of the high and low reported sales prices on each day during such
period.

       

      (j)           “Initial Term” shall
mean the period commencing on the Effective Date and ending on the earlier of
(i) January 31, 2010 (the “Scheduled Initial Term”) and (ii) the ninetieth
(90th) day
after the date on which a written notice of termination of the Initial Term is
given by either the Executive or the Company (pursuant to a resolution adopted
by the Board).

       

      (k)           “Scheduled Employment
Period” shall mean the Employment Period as in effect immediately prior
to any termination of the Employment Period that occurs by reason of the death
or Disability of the Executive.

       

      (l)           “Registration Rights
Agreement” shall mean the Registration Rights Agreement between the
Company and the Executive , dated as of August 1, 2000.

       

      (m)           “Stock” shall mean the
common stock, par value $0.02 per share, of the Company.

       

      2.           EMPLOYMENT
PERIOD.

       

      The
Executive shall be employed hereunder during the Employment
Period.  Notwithstanding the foregoing, the Executive’s employment
hereunder and the Employment Period shall be terminated (a) automatically, upon
the death or Disability of the Executive, subject to the provisions of Section 9, and (b)
upon the giving of notice of ninety days’ prior written notice by the Executive
or the Company (pursuant to a resolution adopted by the Board), subject to the
provisions of Section
9.

       

      3.           POSITION, DUTIES AND
RESPONSIBILITIES.

       

      (a)           Commencing
on the Effective Date and continuing for the Initial Term, the Executive shall
be employed as the Chairman of the Board and Chief Executive Officer of the
Company and be responsible for the general management of the affairs of the
Company.  During the remainder of the Employment Period, the Executive
shall be employed as the non-executive Chairman of the Board of the Company and
shall have such duties and responsibilities for the management of the Company as
shall be assigned to him from time to time by the Board of Directors of the
Company; provided that such duties and responsibilities shall not be
inconsistent with those that could reasonably be expected to be performed by a
part-time senior executive of a major corporation.  The Executive has
heretofore been elected as a member of the Board of Directors of the
Company.  The Executive, in carrying out his duties under this
Agreement, shall report to the Board.  During the Initial Term, the
Executive shall devote his full business time and attention to the business and
affairs of the Company and shall use his best efforts, skills and abilities to
promote its interests. During the remainder of the Employment Period, the
Executive shall devote one-half of his business time and attention to the
business and affairs of the

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      Company
and shall use his best efforts, skills and abilities to promote its
interests.  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 any notice pursuant to Section 2 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.  The Company hereby agrees that so long as the Executive,
members of his immediate family (including his wife, his children and their
spouses and his grandchildren) or entities controlled by the Executive and/or
the members of his immediate family are the beneficial owners of at least 25% of
the issued and outstanding shares of common stock of the Company (a) any policy
of the Company requiring the resignation of a director or the termination of the
services of a person as a director of the Company at age 72 shall not apply to
the Executive and (b) the Company will use its best efforts to cause the
Executive to be nominated and elected as a director of the Company until such
time as the Executive reaches the age of 75.

       

      (b)           Nothing
herein shall preclude the Executive from (i) serving on the boards of directors
of a reasonable number of other corporations subject to the approval of the
Board in each case (which approval has been given as to the boards on which the
Executive is currently serving as a director), which approval shall not be
unreasonably withheld, (ii) serving, to the extent consistent with past
practice, on the boards of a reasonable number of educational and/or charitable
organizations, (iii) engaging in charitable activities and community affairs,
and (iv) managing his personal investments and affairs, provided that such
activities set forth in this Section 3(b) do not
materially interfere with the proper performance of his duties and
responsibilities under Section
3(a).

       

      4.           BASE
SALARY; SUPPLEMENTAL SALARY.

       

      (a)           During
the Employment Period, the Executive shall be paid the Base Salary, which shall
be payable in accordance with the regular payroll practices of the
Company.  The Base Salary shall be reviewed annually for increase in
the discretion of the Board.

       

      (b)           In
addition, during the period commencing February 1, 2008, and ending on the
earlier of July 31, 2010 or the last day of the Employment Period, the Executive
shall be paid, in addition to his Base Salary and any incentive award to which
he might be entitled, a supplemental salary of $500,000 on an annualized basis,
which shall be payable in accordance with the regular payroll practices of the
Company.

       

      5.           ANNUAL INCENTIVE
AWARD.

       

      During
the Employment Period, the Executive shall participate in the Blyth, Inc. Annual
Incentive Compensation Plan or any successor annual incentive award plan of the
Company. Under such plan, the Executive shall have a target bonus opportunity
each year equal to at least 100% of his then Base Salary, payable in that amount
if the performance goals established for the relevant year are
met.  If such performance goals are not met, the Executive shall
receive a

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      lesser
amount (or nothing) as determined in accordance with applicable plan
guidelines.  If such performance goals, are exceeded, the Executive
may receive a greater amount as determined in accordance with applicable plan
guidelines.  The Executive shall be paid his annual incentive awards
no later than other senior executives of the Company are paid their annual
incentive awards.

       

      6.           SUPPLEMENTAL
PENSION.

       

      Subject
to Section 9(k)
hereof, 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 termination of the Employment Period (regardless
of the reason therefor), equal to $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 Employment
Period.  To provide for the payment of such annuity, the Company has
established a so-called “rabbi trust” in customary form for the benefit of the
Executive and agreed to contribute to such trust a single life annuity insurance
policy that insures the payment of such annuity, as aforesaid.

       

      7.           EMPLOYEE BENEFIT
PROGRAMS.

       

      During
the Employment Period, the Executive shall be entitled to participate in all
employee pension and welfare benefit plans and programs made available to the
Company’s senior level executives or to its employees generally, as such plans
or programs may be in effect from time to time, including, without limitation,
pension, profit sharing, savings and other retirement plans or programs, 401(k),
medical, dental, hospitalization, short-term and long-term disability and life
insurance plans, accidental death and dismemberment protection, travel accident
insurance, and any other pension or retirement plans or programs and any other
employee welfare benefit plans or programs that may be sponsored by the Company
from time to time, including any plans that supplement the above-listed types of
plans or programs, whether funded or unfunded.

       

      
        	
                8.

              	
                REIMBURSEMENT OF
      BUSINESS AND OTHER EXPENSES; PERQUISITES;
  VACATIONS.

              


      

       

      (a)           The
Executive is authorized to incur reasonable expenses in carrying out his duties
and responsibilities under this Agreement and the Company shall promptly
reimburse him for all business expenses incurred in connection with carrying out
the business of the Company, subject to documentation in accordance with the
Company’s policy.  The Company shall pay all reasonable financial
consultant and legal fees and expenses incurred by the Executive in connection
with the negotiation of the Executive’s employment arrangements with the
Company.

       

      (b)           During
the Employment Period, the Company will (i) provide a car and driver for the
Executive’s use, consistent with past practice, in fulfilling his
responsibilities as Chief Executive Officer or as the non-executive Chairman of
the Board and as a member of various boards of directors/trustees of
corporations and educational and charitable organizations, (ii) make available,
without charge, a portion of the Company’s executive office space (or the
equivalent), consistent with past practice, for use by The Goergen Foundation,
The Ropart Group

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      Limited
and their Affiliates and (iii) permit the Executive to use the Company’s
aircraft (subject to the obligation to reimburse the Company for the value of
the personal use thereof determined in accordance with Treasury Regulation
1.61-21(g)).

       

      (c)           During
the Employment Period, the Executive shall be entitled to four weeks paid
vacation per year of employment, which shall accrue and otherwise be subject to
the Company’s vacation policy for senior executives.

       

      9.           TERMINATION OF
EMPLOYMENT.

       

      (a)           Termination Due to
Death.  In the event that the Executive’s employment is
terminated due to his death, the Employment Period shall terminate and his
estate or his beneficiaries, as the case may be, shall be entitled to the
following benefits:

       

      (i)           continuation
of Base Salary through the end of the Scheduled Initial Term at the Base Salary
rate in effect on the date of termination, and the further continuation of the
Base Salary (as adjusted pursuant to Section 1(b)(ii)) through the remainder of
the Scheduled Employment Period and the two-year period thereafter;

       

      (ii)           annual
incentive award for the year in which the Executive’s death occurs, based on the
original target award performance for the Executive for such year, payable in a
single installment promptly after his death;

       

      (iii)           continued
participation by the Executive’s spouse during her lifetime in the Company’s
medical and dental plans, or, in the event that the Executive’s spouse is not
eligible to participate in such plans or such plans are terminated after the
termination of the Executive’s employment, in plans (including plans maintained
solely for the benefit of the Executive’s spouse) that provide benefits that are
equivalent to those provided under each of the Company’s medical and dental
plans on the date the Executive’s employment is terminated; and

       

      (iv)           upon
the death of both the Executive and his spouse, the Company shall, upon the
demand of the Executive’s or his spouse’s estate or his or her beneficiaries, as
the case may be, (A) buy back from such estate or such beneficiaries 7,500,000
shares of Stock (or such lesser amount as may be specified in such demand)
within ninety days of such demand at the Fair Market Value thereof during the
calendar quarter ending immediately prior to the date of such demand, or
register the public offer and sale by such estate or such beneficiaries of
7,500,000 shares of Stock (or such lesser amount as may be specified in such
demand) pursuant to the Registration Rights Agreement; PROVIDED, HOWEVER, that
the Company shall not have any obligation either to buy back shares of Stock or
to register the public offer and sale thereof if such estate or such
beneficiaries can then sell all shares of Stock owned by it or them in a public
offering in an unlimited number without registration of such sale under the
Securities Act of 1933, as amended.

       

      (b)           Termination Due to
Disability.  In the event that the Executive’s employment is
terminated due to his Disability, the Employment Period shall terminate and he
shall be entitled to the following benefits:

       


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


                     
(i)           continuation
of Base Salary through the end of the Scheduled Initial Term at the Base Salary
rate in effect on the date of termination, and the further continuation of the
Base Salary (as adjusted pursuant to Section 1(b)(ii)) through the remainder of
the Scheduled Employment Period and the two-year period thereafter;

       

      (ii)           annual
incentive award for the year in which the Executive’s Disability occurs, based
on the original target award performance for the Executive for such year,
payable in a single installment promptly after the Executive’s employment is
terminated;

       

      (iii)           continued
participation by the Executive during his lifetime in all employee welfare
benefit plans and programs that are generally made available to senior officers
of the Company or its employees, or, in the event that the Executive is not
eligible to participate in such plans or such plans are terminated after the
date the Executive’s employment is terminated, in plans (including plans
maintained solely for the benefit of the Executive) that provide benefits that
are equivalent to those provided under each of the Company’s employee welfare
benefit plans and programs on the date the Executive’s employment is
terminated;

       

      (iv)           continued
participation by the Executive’s spouse during her lifetime in the Company’s
medical and dental plans, or, in the event that the Executive’s spouse is not
eligible to participate in such plans or such plans are terminated after the
date the Executive’s employment is terminated, in plans (including plans
maintained solely for the benefit of the Executive’s spouse) that provide
benefits that are equivalent to those provided under each of the Company’s
medical and dental plans on the date the Executive’s employment is
terminated;

       

      (v)           continuation
of the perquisites described in Section 8(b) during
the Executive’s lifetime, except that the Executive’s personal use of the
Company’s aircraft shall be limited to 50 hours of flight time per annum;
and

       

      (vi)           upon
the death of the Executive and his spouse, the Company shall, upon the demand of
the Executive’s or his spouse’s estate or his or her beneficiaries, as the case
may be, (A) buy back from such estate or such beneficiaries 7,500,000 shares of
Stock (or such lesser amount as may be specified in such demand) within ninety
days of such demand at the Fair Market Value thereof during the calendar quarter
ending immediately prior to the date of such demand or register the public offer
and sale by such estate or such beneficiaries of 7,500,000 shares of Stock (or
such lesser amount as may be specified in such demand) pursuant to the
Registration Rights Agreement; PROVIDED, HOWEVER, that the Company shall not
have any obligation either to buy back shares of Stock or to register the public
offer and sale thereof if such estate or such beneficiaries can then sell all
shares of Stock owned by it or them in a public offering in an unlimited number
without registration of such sale under the Securities Act of 1933, as
amended.

       

      In no
event shall a termination of the Executive’s employment for Disability occur
until the Party terminating his employment gives written notice to the other
Party in accordance with Section 21
below.  In addition, the Executive acknowledges and agrees that he is
not eligible to participate in any short-term or long-term disability plan,
policy or program maintained by the Company.

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      (c)           Termination
by the Company for Cause.

       

      (i)           A
termination for Cause shall not take effect unless the provisions of this
paragraph (i) are complied with.  The Executive shall be given written
notice by the Board of the intention to terminate him for Cause, such notice (A)
to state in detail the particular act or acts or failure or failures to act that
constitute the grounds on which the proposed termination for Cause is based and
(B) to be given within six months of the Board learning of such act or acts or
failure or failures to act.  The Executive shall have ten calendar
days after the date that such written notice has been given to the Executive in
which to cure such conduct, to the extent such cure is possible.  If
he fails to cure such conduct, the Executive shall then be entitled to a hearing
before the Board.  Such hearing shall be held within 15 calendar days
of such notice to the Executive, provided he requests such hearing within ten
calendar days of the written notice from the Board of the intention to terminate
him for Cause.  If, within five calendar days following such hearing,
the Executive is furnished written notice by the Board confirming that, in its
judgment, grounds for Cause on the basis of the original notice exist, he may
thereupon be terminated for Cause, provided that Cause has
occurred.

       

      (ii)           In
the event the Company terminates the Executive’s employment for Cause, the
Employment Period shall terminate and the Executive shall be entitled to Base
Salary through the date of the termination.

       

      (d)           Termination Without Cause or
Constructive Termination Without Cause.  In the event the
Executive’s employment is terminated by the Company without Cause, other than
due to Disability or death, or in the event there is a Constructive Termination
Without Cause, the Employment Period shall terminate and the Executive shall be
entitled to the following benefits:

       

      (i)           Continuation
of Base Salary through the end of the Employment Period;

       

      (ii)           the
fiscal year bonus for the year in which the Employment Period terminates if such
bonus is approved by the Compensation Committee (based on the parameters set by
the Compensation Committee for the Executive’s performance bonus during the
first ninety days of the fiscal year in which the Employment Period
terminates).  The amount of such bonus will be pro-rated based on the
termination date and shall be paid at the time performance bonuses are paid to
other employees for such fiscal year;

       

      (iii)           continued
participation by the Executive during his lifetime in all employee welfare
benefit plans and programs that are generally made available to senior officers
of the Company or its employees, or, in the event that the Executive is not
eligible to participate in such plans or such plans are terminated after the
date the Executive’s employment is terminated, in plans (including plans
maintained solely for the benefit of the Executive) that provide benefits that
are equivalent to those provided under each of the Company’s employee welfare
benefit plans and programs on the date the Executive’s employment is
terminated;

       

      (iv)           continued
participation by the Executive’s spouse during her lifetime in the Company’s
medical and dental plans, or, in the event that the Executive’s spouse is not
eligible to participate in such plans or such plans are terminated after the
date the Executive’s employment is terminated, in plans (including plans
maintained solely for the benefit of the

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      Executive’s
spouse) that provide benefits that are equivalent to those provided under each
of the Company’s medical and dental plans on the date the Executive’s employment
is terminated;

       

      (v)           continuation
of the perquisites described in Section 8(b) during
the Executive’s lifetime, except that the Executive’s personal use of the
Company’s aircraft shall be limited to 50 hours of flight time per
annum;

       

      (vi)           continued
provision by the Company to the Executive during his lifetime of executive
office space and secretarial support comparable to that made available to the
Executive during the Employment Period;

       

      (vii)           the
Company shall, upon the demand of the Executive, buy back from the Executive
100,000 shares of the Company’s Common Stock at the end of each of the next four
calendar quarters following the end of the quarter in which his employment was
terminated at the Fair Market Value of such Stock during such quarter;
and

       

      (viii)                      upon
the death of the Executive and his spouse, the Company shall, upon the demand of
the Executive’s or his spouse’s estate or his or her beneficiaries, as the case
may be, (A) buy back from such estate or such beneficiaries 7,500,000 shares of
Stock (or such lesser amount as may be specified in such demand) within ninety
days of such demand at the Fair Market Value thereof during the calendar quarter
ending immediately prior to the date of such demand or register the public offer
and sale by such estate or such beneficiaries of 7,500,000 shares of Stock (or
such lesser amount as may be specified in such demand) pursuant to the
Registration Rights Agreement; PROVIDED, HOWEVER, that the Company shall not
have any obligation either to buy back shares of Stock or to register the public
offer and sale thereof if such estate or such beneficiaries can then sell all
shares of Stock owned by it or them in a public offering in an unlimited number
without registration of such sale under the Securities Act of 1933, as
amended.

       

      (e)           Voluntary Termination;
Retirement.

       

      (i)           A
termination of employment by the Executive on his own initiative, other than (A)
a termination due to death or Disability, or (B) retirement pursuant to clause
(ii) below), shall have the same consequences as provided in Section 9(c)(ii) for
a termination for Cause.  A voluntary termination under this Section 9(e)(i) shall
be effective 30 calendar days after prior written notice is received by the
Company.

       

      (ii)           The
Executive may retire at any time following the giving of 90 days prior written
notice of retirement to the Board, in which event he will be entitled to the
benefits described in Section 9(d)(iii)-(vi)
and (viii).

       

      (f)           Other Termination
Benefits.  In the case of any of the foregoing terminations,
the Executive or his estate shall also be entitled to:

       

      (i)           the
balance of any incentive awards due for performance periods which have been
completed, but which have not yet been paid;

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      (ii)           any
expense reimbursements due the Executive; and

       

      (iii)           other
benefits, if any, in accordance with applicable plans and programs of the
Company.

       

      (g)           No Mitigation; No
Offset.  In the event of any termination of employment under
this Section 9,
the Executive shall be under no obligation to seek other employment and there
shall be no offset against amounts due the Executive under this Agreement on
account of any remuneration attributable to any subsequent employment that he
may obtain.

       

      (h)           Nature of
Payments.  Any amounts due under this Section 9 are in the
nature of severance payments considered to be reasonable by the Company and are
not in the nature of a penalty.

       

      (i)           Adjustments in the Event of
Stock Splits, etc.  The number of shares of Stock that are
subject to Sections
9(a), (b), (d),
and (e) shall be subject to appropriate adjustment in the event that the
outstanding shares of Common Stock of the Company are changed into a different
number or class of shares by reason of any stock split, stock dividend, reverse
stock split, reclassification, recapitalization or other similar
transaction.

       

      (j)           Anything
to the contrary in Sections 9(a), (b) and (d) notwithstanding,
for a period not to exceed one hundred eighty (180) days from the date of a
demand that the Company buy back shares of Stock, the Company shall not be
obligated to buy back shares of Stock at any time when the Company, in its good
faith judgment, reasonably believes that the buy back of such shares of Stock
would materially and adversely affect (A) a pending or scheduled public offering
or private placement of securities of the Company, (B) an acquisition, merger,
consolidation or similar transaction by or of the Company, or (C) preexisting
and continuing negotiations, discussions or pending proposals with respect to
any of the foregoing transactions. Nothing contained in this Section 9(j) shall be
deemed to limit the rights of the Company under the last paragraph of Section
1.4 of the Registration Rights Agreement, except that the 180 day period
referred to therein shall be coterminous with the 180 day period referred to
herein.

       

      (k)           Anything
to the contrary herein notwithstanding, the Executive shall not be paid any
compensation or benefits to be provided hereunder upon a separation from service
(within the meaning of Section 409A(a)(2)(A)(i) of the Code and the regulations
promulgated thereunder, and herein called a “Separation from
Service”) with the Company until the date which is 6 months after the
date of such Separation from Service (or, if earlier, the date of death of the
Executive) if, and to the extent that interest and/or penalties would be payable
in respect of such compensation or benefits pursuant to Section 409A(a)(1)(B) of
the Code and the regulations promulgated thereunder if paid prior to such date;
provided, however, that in the event that the Company does not pay the Executive
compensation or benefits by reason of the provisions of this subparagraph (k),
then, on the date which is 6 months after the date of such Separation from
Service, it shall pay all of such compensation and benefits as was not so 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.

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      10.           CONFIDENTIALITY.

       

      (a)           The
Executive agrees that he will not, at any time during the Employment Period or
thereafter, disclose or use any trade secret, proprietary or confidential
information of the Company, or any subsidiary or Affiliate of the Company,
obtained during the course of his employment by the Company, hereunder or
otherwise, that is not already known to the public (other than as a result of
the Executive’s violation of this Section 10(a), except
as required in the course of such employment or with the written permission of
the Company or, as applicable, any subsidiary or Affiliate of the Company or as
may be required by law, provided that, if the Executive receives legal process
with regard to disclosure of such information, he shall promptly notify the
Company and cooperate with the Company in seeking a protective
order.

       

      (b)           The
Executive agrees that at the time of the termination of his employment with the
Company, whether at the instance of the Executive or the Company, and regardless
of the reasons therefor, he will deliver to the Company, and not keep or deliver
to anyone else, any and all notes, files, memoranda, papers and, in general, any
and all physical matter containing information that is significant to the
conduct of the business of the Company or any subsidiary or Affiliate of the
Company which are in his possession, except for any documents for which the
Company or any subsidiary or Affiliate of the Company has given written consent
to removal at the time of the termination of the Executive’s employment and
except for his personal rolodex, phone book and similar items.

       

      (c)           The
Executive agrees that the Company’s remedies at law would be inadequate in the
event of a breach or threatened breach of this Section 10;
accordingly, the Company shall be entitled, in addition to its rights at law, to
an injunction and other equitable relief without the need to post a
bond.

       

      11.           NONCOMPETITION.

       

      (a)           Subject
to the provisions of Section 11(b) below
and notwithstanding any other provisions of this Agreement, any and all payments
(except those made from Company sponsored tax-qualified pension or welfare
plans), benefits or other entitlements to which the Executive or his spouse may
be eligible in accordance with the terms hereof, may be forfeited, whether or
not in pay status, at the discretion of the Company, if the Executive at any
time without the consent of the Company establishes a relationship with a
competitor which is in conflict with or adverse to the interests of the Company
and its subsidiaries (a “Competitive
Activity”).  For purposes of this Section 11, the term
“establishes a relationship with a competitor” shall mean founding, organizing,
establishing, becoming associated with, becoming employed by, rendering services
to, consulting or acting as a consultant to, serving as a director for, being a
partner in or owning a substantial interest in, as shareholder or otherwise, a
business, entity or enterprise which designs, develops, manufactures, produces,
offers for sale or sells a product or service which can be used as a substitute
for, performs substantially the same function as, is a practical alternative
for, or is generally intended to satisfy the same customer or client needs for,
any product or service which is designed, developed, manufactured, produced,
offered for sale or sold by the Company or its subsidiaries and which generates
revenues equal to 5% of the consolidated gross revenues of the Company and its
subsidiaries.  The payments, benefits and other entitlements hereunder
are being made in part in consideration of the obligations of this

       


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      Section 11 and in
particular the post-employment payments, benefits and other entitlements are
being made in consideration of, and dependent upon, compliance with this Section
11(a).

       

      (b)           Anything
in Section
11(a) to the contrary notwithstanding, no forfeiture shall take place
with respect to any payments, benefits or entitlements hereunder or under any
other award agreement, plan or practice (i) if the Executive shall have been
terminated without Cause or in the event there is a Constructive Termination
Without Cause, or, in all other circumstances, (ii) unless the Company shall
have first given the Executive written notice of its intent to so forfeit or
cancel any such payments, benefits or entitlements, and Executive has not,
within 30 calendar days of his receipt of such notice, ceased such unpermitted
Competitive Activity.

       

      (c)           Nothing
in this Section
11 shall prohibit Executive from being a passive owner of less than five
percent of the outstanding common stock, capital stock and equity of any firm,
corporation or enterprise so long as the Executive has no active participation
in the management of business of such firm, corporation or
enterprise.

       

      (d)           If
the restrictions stated herein are found by a court to be unreasonable, the
parties hereto agree that the maximum period, scope or geographical area
reasonable under such circumstances shall be substituted for the stated period,
scope or area and that the court shall revise the restrictions contained herein
to cover the maximum period, scope and area permitted by law.

       

      12.           RESOLUTION OF
DISPUTES.

       

      Any
disputes arising under or in connection with this Agreement shall be resolved by
third party mediation of the dispute and, failing that, by binding arbitration,
to be held in Connecticut, in accordance with the rules and procedures of the
American Arbitration Association.  Judgment upon the award rendered by
the arbitrator(s) may be entered in any court having jurisdiction
thereof.  Each Party shall bear his or its own costs of the mediation,
arbitration or litigation, except that the Company shall bear all such costs if
the Executive prevails in such mediation, arbitration or litigation on any
material issue.

       

      13.           ASSIGNABILITY; BINDING
NATURE.

       

      This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors, heirs (in the case of the Executive) and
assigns.  Subject to the provisions of Section 9(d)
(relating to a Constructive Termination Without Cause), rights or obligations of
the Company under this Agreement may be assigned or transferred by the Company
pursuant to a merger or consolidation in which the Company is not the continuing
entity, or the sale or liquidation of all or substantially all of the assets of
the Company, provided that the assignee or transferee is the successor to all or
substantially all of the assets of the Company and such assignee or transferee
assumes the liabilities, obligations and duties of the Company, as contained in
this Agreement, either contractually or as a matter of law.  The
Company further agrees that, in the event of a sale of assets or liquidation as
described in the preceding sentence, it shall take whatever action it reasonably
can in order to cause such assignee or transferee to expressly assume the
liabilities, obligations and duties of the Company hereunder.  No
rights or

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      obligations
of the Executive under this Agreement may be assigned or transferred by the
Executive other than his rights to compensation and benefits, which may be
transferred only by will or operation of law.

       

      14.           REPRESENTATION.

       

      The
Company represents and warrants that it is fully authorized and empowered to
enter into this Agreement and that the performance of its obligations under this
Agreement will not violate any agreement between it and any other person, firm
or organization.  The Executive represents that the performance of his
obligations under this Agreement will not violate any agreement between him and
any other person, firm or organization.

       

      15.           ENTIRE
AGREEMENT.

       

      This
Agreement contains the entire understanding and agreement between the Parties
concerning the subject matter hereof and supersedes all prior agreements,
understandings, discussions, negotiations and undertakings, whether written or
oral, between the Parties with respect thereto, including, without limitation,
the Prior Agreement; provided, however, that this Agreement shall not supersede
or affect the Registration Rights Agreement, which shall remain in full force
and effect.

       

      16.           AMENDMENT OR
WAIVER.

       

      No
provision in this Agreement may be amended unless such amendment is agreed to in
writing and signed by the Executive and an authorized officer of the
Company.  No waiver by either Party of any breach by the other Party
of any condition or provision contained in this Agreement to be performed by
such other Party shall be deemed a waiver of a similar or dissimilar condition
or provision at the same or any prior or subsequent time. Any waiver must be in
writing and signed by the Executive or an authorized officer of the Company, as
the case may be.

       

      17.           SEVERABILITY.

       

      In the
event that any provision or portion of this Agreement shall be determined to be
invalid or unenforceable for any reason, in whole or in part, the remaining
provisions of this Agreement shall be unaffected thereby and shall remain in
full force and effect to the fullest extent permitted by law so as to achieve
the purposes of this Agreement.

       

      18.           SURVIVORSHIP.

       

      Except as
otherwise expressly set forth in this Agreement, the respective rights and
obligations of the Parties hereunder shall survive any termination of the
Executive’s employment.  This Agreement itself (as distinguished from
the Executive’s employment) may not be terminated by either Party without the
written consent of the other Party.

       


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      19.           REFERENCES.

       

      In the
event of the Executive’s death or a judicial determination of his incompetence,
reference in this Agreement to the Executive shall be deemed, where appropriate,
to refer to his beneficiary, estate or other legal representative.

       

      20.           GOVERNING
LAW/JURISDICTION.

       

      This
Agreement shall be governed in accordance with the laws of Connecticut without
reference to principles of conflict of laws.

       

      21.           NOTICES.

       

      All
notices and other communications required or permitted hereunder shall be in
writing and shall be deemed given when (a) delivered personally, (b) sent by
certified or registered mail, postage prepaid, return receipt requested or (c)
delivered by overnight courier (provided that a written acknowledgment of
receipt is obtained by the overnight courier) to the party concerned at the
address indicated below or to such changed address as such Party may
subsequently give such notice of:

       

      If to the
Company:

       

      Blyth,
Inc.

      One East
Weaver Street

      Greenwich,
CT 06831

      Attention:              Tyler
P. Schuessler

      Vice
President

      Organizational
Development

       

      If to the
Executive:

       

      Mr.
Robert B. Goergen

      c/o The
Ropart Group Limited

      One East
Weaver Street

      Greenwich,
CT 06831

       

      22.           HEADINGS.

       

      The
headings of the sections contained in this Agreement are for convenience only
and shall not be deemed to control or affect the meaning or construction of any
provision of this Agreement.

       

      23.           COUNTERPARTS.

       

      This
Agreement may be executed in two or more counterparts.

       


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      24.           CODE
SECTION 409A.

       

      (a)           The
Parties agree that this Agreement and the rights granted to the Executive
hereunder are intended to meet the requirements of paragraphs (2), (3) and (4)
of Section 409A(a)(1)(A) of the Code (the “409A
Requirements”).  Accordingly, the Parties agree that during the
period ending on December 31, 2008 (or such later date as set forth by the
Internal Revenue Service for good faith compliance with guidance relating to
Section 409A of the Code), the Parties agree that they shall negotiate in good
faith to revise any provisions of this Agreement that might otherwise fail to
meet the requirements of paragraphs (2), (3) and (4) of Section 409A of Code;
provided, however, that nothing contained in this Section 24 shall be
deemed to require the Company to incur any material compensation expense in
excess of that which would be incurred by it in the absence of this Section
24.

       

      (b)           Notwithstanding
any other provisions of this Agreement to the contrary, to the extent any
reimbursement or in-kind benefit provided in this Agreement constitutes deferred
compensation subject to Code Section 409A, such reimbursement and/or in-kind
benefit shall be made or provided in accordance with Treasury Regulation
§1.409A-3(i)(1)(iv). Accordingly, (i) the amount of expenses eligible for
reimbursement or in-kind benefits provided during the Executive’s taxable year
may not affect the expenses eligible for reimbursement or in-kind benefits
provided in any other taxable year (except as permitted with respect to medical
reimbursement arrangements); (ii) the reimbursement of an eligible expense shall
be made on or before the last day of the Executive’s taxable year following the
taxable year in which the expense was incurred; and (iii) the right to
reimbursement or an in-kind benefit shall not be subject to exchange for another
benefit.

       

      (c)           Meaning
of “Termination” or “Separation From Service.”  If and to the extent
termination of employment, or Separation From Service is required to trigger
payment rights hereunder, such phrases shall have the meanings given in Treasury
Regulation §1.409A-1(h) as reasonably interpreted by the Company.

       

      


       


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
written above.

       

      Blyth,
Inc.

      


      


      By:                                                                                     

              Tyler
P. Schuessler

       

      Its:   Vice
President

              Organizational
Development

      


      


      


      


      Robert B.
Goergen

      



      
        
           


        

        
          16