Amendment No. 3 to E. Merle Randolph's Employment Agreement









EX-10.57




 




AMENDMENT NO. 4 TO

EMPLOYMENT AGREEMENT




 




 




                AMENDMENT NO. 4

dated as of February 22, 2001, to Agreement dated as of August 16, 1991,

between SYRATECH CORPORATION, a Delaware corporation (the “Company”) and E.

MERLE RANDOLPH (the “Executive”).




                On August 16, 1991

the Company and the Executive entered into an Employment Agreement (the

“Agreement”).  The Agreement was amended

by Amendment No. 1 dated as of July 27, 1996, Amendment No. 2 dated as of

January 31, 1997, effective as of December 31, 1996 for the purposes of

establishing and modifying the provision for computation and payment of the

retirement benefit and Amendment No. 3 dated as of January 26, 1998 for

purposes of amending the Executive’s duties. 

The Company and the Executive now wish to modify the terms of the

Executive’s Agreement related to the termination of the Executive’s job

responsibilities and the restatement of certain other terms.




                In consideration

of the mutual covenants and agreements herein contained, the parties agree as

follows:




 




                1.             Amendment of Section 1.2    Section 1.2 of the Agreement is hereby

amended and restated to read in its entirety as follows:




1.2           The Executive’s term of full-time

employment pursuant to this Agreement commenced as of August 16, 1991 and shall

continue until the later of (i) six (6) months from the date as first written

above; or (ii) until the completion of certain projects as designated by the

Chief Executive Officer (“CEO”) (the “Termination Date”).




 




2.             Amendment

of Section 2.3.  Section 2.3 of the

Agreement is hereby amended as follows:




 




 




 





























 




Section 2.3 of the Agreement is

hereby deleted in its entirety.




 




3.             Amendment

of Section 3.2.  Section 3.2 of the

Agreement is hereby amended and restated to read in its entirety as follows:




 




3.2  Severance Pay.




 




Commencing on the last

day of the month next following the Termination Date, the Executive shall

receive compensation (hereinafter “Severance Pay”) payable in arrears in the

gross amount of Three Hundred Thirty Three Thousand Dollars and 00/100 ($333,000.00)

which shall be payable in twelve (12) equal monthly payments (“Severance

Period”).  The Executive shall be solely

responsible for the payment of any and all federal, state and local taxes

assessed against the Executive with respect to any payments granted herein. The

Executive further agrees, to indemnify and hold harmless the Company for any

and all taxes, interest or penalties assessed against the Executive with

respect to payment of such taxes.




 




4.  Amendment

of Section 3.3.2   Section 3.3.2 of

the Agreement is hereby amended and restated to read in its entirety as

follows:




                                3.3.2          During the Executive’s term of full-time

employment, any Severance Period, and for a period of six (6) months

thereafter, the Executive also shall be entitled to participate on the same

basis as other senior executives or retired senior executives of the Company,

as applicable, in any group insurance, hospitalization, medical, health and

accident, disability, or similar plans and programs (collectively, “Insurance Plans”)

of the Company now existing or hereafter established to the extent that he is

eligible under the general provisions thereof.




 




5.  Amendment

of Section 3.4   Section 3.4 of the

Agreement is hereby amended and restated to read 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) 1% 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 




 




 




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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 (x) the 65th anniversary of the

Executive’s date of birth or (y) the month in which the Executive’s Severance

Period ends.




 




Notwithstanding the

foregoing provisions of this Section 3.4 or any other provision of this

Agreement, the phrase and term “total annual compensation” as used in this

Section 3.4 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.,

Leonard Florence 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 3.4.




 




6.  Amendment

of Section 4.4   Section 4.4 of the

Agreement is hereby amended and restated to read in its entirety as follows:




4.4           Discharge Without Cause;

Diminution of Duties and  Responsibilities.  The Company retains the right to discharge the Executive without

cause at any time by written notice of termination of full-time employment

given to the Executive, which notice shall become effective no sooner than 90

days after receipt thereof.  In

addition, the Company shall at its expense cause the Executive’s coverage under

all of the Company’s Insurance Plans which were in effect at the termination of

the Executive’s term of full-time employment to continue until eighteen (18)

months after the Termination Date.




 




7.  Amendment

of Section 8.1(b)  Section 8.1(b) of

the Agreement is hereby amended and restated to read in its entirety as

follows:




8.1

(b)  The provisions of paragraph (a) of

this Section shall apply for and during the period of the Executive’s full-time

employment hereunder and for a period of 




 




 




 




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eighteen

(18) months following the Termination Date of the Executive’s term of full-time

employment.




 




                8.             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 Twenty Five Thousand

Dollars and 00/100 ($325,000.00) per annum.




 




                                IN

WITNESS WHEREOF, the parties have duly executed this Amendment to the Agreement

as of the day and year first written above.




 




 




	

   


  	

   


  	

  SYRATECH CORPORATION


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Leonard Florence


  
	

   


  	

   


  	

  Leonard Florence


  
	

   


  	

   


  	

  Chairman of the Board, President


  
	

   


  	

   


  	

  and Chief Executive Officer


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  /s/ E. Merle Randolph


  
	

   


  	

   


  	

  E. Merle Randolph


  





 




 




 




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