EMPLOYMENT AGREEMENT









EX-10.56




 




EMPLOYMENT AGREEMENT




 




AGREEMENT effective as of June 1, 2001, between

SYRATECH CORPORATION, a Delaware corporation, with offices at 175 McClellan

Highway, East Boston, MA 02128-9114 (the “Company”), and GREGORY HUNT, who

resides at 10 Hopestill Brown Road, Sudbury, MA 01776 (the “Executive”).




 




WHEREAS, the

Company desires to hire the Executive as the Treasurer, the Chief Financial

Officer and a Senior Vice President of the Company, effective July 11, 2001

(the “Hire Date”); and




 




WHEREAS, the Board

of Directors of the Company (the “Board”) has requested that the Executive

enter into an employment agreement under the terms and conditions set forth in

this document (the “Agreement”) so that the Company may (i) be assured of

the services of the Executive on a full-time basis for a period of not less

than three years from the Hire Date, and (ii) have the benefit of the

Executive’s covenant not to compete with the Company, for a period (determined

as hereinafter provided) following the Executive’s term of full-time

employment.




 




NOW, THEREFORE, in

consideration of the covenants herein contained, the parties agree as follows:




 




1.             Employment and Acceptance; Term.




 




1.1           The Company hereby agrees to employ

the Executive and the Executive hereby accepts employment from the Company on

the terms and conditions set forth herein.




 





























 




1.2           The

term of this Agreement (the “Term”) shall be the period beginning on the Hire

Date and expiring on May 31, 2004, unless terminated or extended in accordance

with this Agreement.  The Term of this

Agreement will be extended automatically commencing June 1, 2004 for successive

one year terms until such time as the Company delivers notice to the Executive,

or the Executive delivers notice to the Company that this Agreement’s Term shall

not be so extended, provided that such notice is provided not more than 120

days, nor less than 60 days prior to the end of the Term.




 




2.             Duties and Authority.




 




2.1           Duties

During Term of Full-Time Employment. 

During the Executive’s term of full-time employment the Executive shall

devote his full working time and energies to the business and affairs of the

Company.  The Executive agrees during

such term of employment to use his best efforts, skill and abilities to promote

the Company’s interests; to serve as an officer of the Company when elected by

the Board and, when elected by the stockholders, to serve as a director of the

Company; to serve as an officer of any corporation which is a subsidiary of the

Company if elected by the board of directors of such subsidiary corporation;

and to perform such duties (consistent with his status as set forth in this

Section 2) as may be assigned to him by the Board or by the Chief

Executive Officer of the Company (the “CEO”).  

During his term of full-time employment, the Executive shall not,

directly or indirectly, without the prior consent of the members of the Board,

acting unanimously, render any services to any other person, or acquire any

interests of any type in any other person, in conflict with his full-time,

exclusive position as Chief Financial Officer of the Company;




 




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provided, however, that

nothing in this Agreement shall adversely affect the Executive’s ability to

engage in activities, on a for-profit or not-for-profit basis, including,

without limitation, membership on one or more boards of directors, so long as

such activities do not during the Term of this Agreement materially interfere

with the performance of the Executive’s duties to the Company as an employee or

director, provided further, however, that without limiting the foregoing

proviso, nothing in this Agreement shall prohibit the Executive from

(a) acquiring, solely as an investment and through market purchases,

securities of any entity which are registered under Section 12 of the

Securities Exchange Act of 1934 and which are publicly traded so long as he is

not part of any control group of such entity, (b) acquiring, solely as an

investment, any securities of, or interests in, any other entity so long as he

remains a passive investor in such entity and does not become part of any

control group thereof and such entity has no material business connection with

the Company or any of its subsidiaries, (c) serving as a director of any other

entity that is not in competition with the Company or any of its subsidiaries

and which has no material business connection with the Company or any of its

subsidiaries including any material connection as supplier or customer, or

(d) devoting such time and energy as the Executive deems appropriate

consistent with his duties hereunder to the work of eleemosynary institutions

of the Executive’s choosing.




 




2.2           Authority.  Subject to the direction and control of the

Board, during the Executive’s term of full-time employment, the Executive shall

be a Senior Vice President and the Chief Financial Officer of the Company and,

as such, 




 




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shall have the power and

authority now provided for in Sections 5.8 and 5.10 of Article 5 of the

Bylaws of the Company or their successor provisions.  The Executive will perform his services subject only to the

direction and control of the Board and the CEO and will report to the CEO and,

if requested to do so, to the Board.




 




3.             Compensation.




 




3.1           Base

Salary During Term of Full-Time Employment.  The Company shall pay or cause to be paid to the Executive during

the Term of full-time employment a base salary of not less than Three Hundred

Twenty-Five Thousand Dollars ($325,000) per annum, payable in monthly or more

frequent installments in accordance with the Company’s regular payroll

practices for senior executives.  The

Executive’s base salary shall also be adjusted no less frequently than annually

to reflect a cost of living increase. 

Such increase shall become effective as of January 1 of each year during

the Term of this Agreement.




 




3.2           Annual

Performance Bonus.  The Company

shall pay or cause to be paid to the Executive with respect to each fiscal year

(or portion thereof) during the Term of this Agreement, a bonus (the

“Performance Bonus”) based on the Company’s earnings before interest, taxes,

depreciation and amortizations (“EBITDA”) with respect to each such fiscal year

compared with the Company’s EBITDA for such fiscal year as projected by the

Board prior to such year’s commencement (the “Projected EBITDA”).  With respect to each fiscal year beginning

or ending during the Term of this Agreement for which EBITDA is not less than

eighty (80%) percent of Projected EBITDA, the Performance Bonus shall be an

amount equal to the Variable Percentage 




 




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for such fiscal year

multiplied by the Executive’s highest annual base salary rate for such fiscal

year (the “Executive’s Base Salary”). 

For purposes of this Agreement, the Variable Percentage shall be the sum

of: (i) twenty-five (25%) percent, and (ii) one and (1.25) one-quarter

multiplied by the number of percentile points by which EBITDA exceeds eighty

(80%) percent of Projected EBITDA.  With

respect to any fiscal year for which EBITDA is less than eighty (80%) percent

of Projected EBITDA, no Performance Bonus shall be required under this Section

3.2.  By way of illustration, if EBITDA

for a fiscal year is eighty-four (84%) percent of Projected EBITDA for that

year, then the Performance Bonus for such year shall be an amount equal to

thirty (30%) percent of the Executive’s Base Salary; and if EBITDA is one

hundred twenty (120%) percent of Projected EBITDA, then the Performance Bonus

shall be seventy-five (75%) of the Executive’s Base Salary.  In no event shall the Performance Bonus for

a fiscal year required under this Section 3.2 exceed seventy-five (75%) percent

of the Executive’s Base Salary for such year. 

For purposes of this Section 3.2, the first “fiscal year” with respect

to which such calculations for bonuses shall occur, shall commence in the year

ending December 31, 2002.  On or before

January 31, 2002, the Company shall pay to the Executive a guaranteed

performance bonus of One Hundred Thousand Dollars ($100,000.00) for the fiscal

year ending December 31, 2001.  Except

as provided in the preceding sentence, each Performance Bonus required under

this Section 3.2 shall be paid to the Executive at such time as bonuses are

paid to other senior executives of the Company, but in no event later than the

90th day following the end of the fiscal year with respect to which

such bonus is paid.




 




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3.3           Stock

Options.  The Executive shall be

eligible to receive a grant of stock options subject to the approval of the

Board at such time as a plan is established. 

Such stock options shall be commensurate with the Executive’s position

and shall consist of options to acquire no fewer than (i) 75,000 shares of

common stock.  At the time such plan is

established, Executive’s options shall be deemed to have commenced to vest as

of Executive’s Hire Date.  Such options

shall vest at a rate of twenty percent (20%) (i.e. first twenty percent (20%)

shall be vested as of July 11, 2002) per year thereafter during the period of

Executive’s employment with the Company. 

The Executive acknowledges that the Stock Option Agreement, when

established, shall have a five (5) year vesting schedule.




 




3.4           Other

Benefits.




 




3.4.1      During the Term of this Agreement the

Executive shall participate in each pension, profit-sharing, bonus, stock

award, or similar plan or program of the Company now existing or established

hereafter, to the extent that he is eligible under the general provisions

thereof; provided, however, that under no circumstances shall the provisions of

any such plan or program, including without limitation, the provisions relating

to eligibility to participate, be less favorable to the Executive than to any

senior executive (excluding an individual hired as President or Chief Executive

Officer) of the Company hired after the Hire Date and during the Term of this

Agreement.  The retirement benefits

accorded to certain key executives pursuant to individual contracts and described

in the Company’s filings with the U.S.




 




Securities and Exchange Commission shall not be deemed to be a pension

plan for 




 




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purposes of this Section 3.4.1.




 




3.4.2      During the Term of this Agreement, the

Executive shall also be entitled to participate on the same basis as other

senior executives of the Company, as applicable, in each group insurance,

hospitalization, medical, health and accident, disability, or similar plans and

programs (collectively “Welfare Plans”) of the Company now existing or

hereafter established to the extent that he is eligible under the general

provisions thereof, provided that under no circumstances shall the provisions

of any such plan or program, including without  limitation the provisions

relating to eligibility to participate, be less favorable to the Executive than

to any senior executive (excluding an individual hired as President or Chief

Executive Officer) of the Company hired after the Hire Date and during the Term

of this Agreement.  Without limiting the

foregoing the Executive shall as of the Hire Date accrue two weeks of paid

vacation leave and, as of each January 1 during the Term of this Agreement,

accrue an additional four weeks of paid vacation leave, except during the last

year of the Term of this Agreement, the Executive shall accrue two (2) weeks

vacation.




 




3.4.3      In addition to any paid vacation or sick

leave policies under which the Executive has accrued paid leave, the Company

shall pay or cause to be paid to the Executive for the duration of any illness

or injury that prevents the Executive from performing his job functions (a

“Disability”), by means of a Welfare Plan or otherwise, a net annual amount

equal to sixty (60%) percent of the sum of (i) the Executive’s gross annual

base salary rate in effect at the time such Disability commenced, and (ii) the

Performance Bonus to which the Executive would be entitled 




 




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with respect to the

fiscal year in which the Disability commenced, if he were actively employed on

the date such bonus would be distributed, provided however that nothing in this

Agreement shall require the Company to fund such benefit for a Disability of

less than 90 days in duration by means of an insured Welfare Plan.




 




4.             Termination of Service.




 




4.1           Discharge

for Cause.  The Board may discharge

the Executive for Cause (as hereinafter defined) at any time.  Such discharge shall be effected by written

notice to the Executive which shall specify the reasons for the Executive’s

discharge and the effective date thereof. 

As used herein, the term “Cause” shall mean (i) criminal conduct

(evidenced by a conviction other than a conviction for a traffic violation or

other minor offense); (ii) willful violation of any material policy of the

Company (including, for example, the Company’s Securities Trading Policy or its

Sexual Harassment Policy); or (iii) willful violation of written

directions from the Board or the CEO (which directions must not be materially inconsistent

with the provisions of this Agreement). 

Upon termination of the Executive’s employment for Cause pursuant to

this Section 4.1, this Agreement and all benefits hereunder shall

terminate, except (a) that such discharge and termination shall not affect

any vested rights that the Executive may have at the time of discharge and

termination pursuant to any insurance or other death benefit (excluding the

death benefit provided for in Section 4.3), bonus, retirement, severance

pay or stock award plans or arrangements of the Company or any subsidiary, or

any stock option plan or any options granted thereunder, or any other employee

benefit program which rights shall continue to be governed by the provisions of

such plans and arrangements, and (b) as otherwise provided in

Sections 6, 7 and 8.




 




 




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4.2           Disability.  Subject to this Section 4.2, the Executive’s

term of full-time employment may be terminated by the Company during the Term

of this Agreement if the Executive becomes as a result of an illness or injury

for which the Executive becomes entitled to benefits under Section 3.4.3,

unable substantially to perform his services hereunder for six (6) consecutive

months.  Such  termination shall be effected by resolution of the Board adopted

after the expiration of said six month period, said termination to be effective

as of the termination date determined in such resolution, but in no event

sooner than thirty days after written notice to the Executive of the adoption

of such resolution.  Amounts paid to the

Executive pursuant to this Section 4.2 or Section 3.4.3 shall not

(i) diminish or otherwise adversely affect the retirement benefits, if

any, to which the Executive might otherwise be entitled, or (ii) affect

any rights which the Executive may have at the effective time of termination

pursuant to any insurance or other death benefit, bonus, retirement, severance

pay or stock award plans or arrangements of the Company or any subsidiary, or

any stock option plan or any options granted thereunder, which rights shall

continue to be governed by the provisions of such plans and arrangements.




 




4.3           Death.

If the Executive shall die during the Term of this Agreement, this Agreement

and all benefits hereunder shall terminate except that (i) if death occurs

during the term of full-time employment, the Executive’s estate shall be

entitled to receive the Executive’s final base salary as defined in

Section 3.1 to the last day of the sixth month next following the month in

which his death occurs; (ii)  such

termination shall not adversely affect any vested rights which the Executive

may have at 




 




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the time of his death

pursuant to any insurance or other death benefit, bonus, retirement, or stock

award plans or arrangements of the Company or any subsidiary, or any stock

option plan or any vested options granted thereunder, which rights shall

continue to be governed by the provisions of such plans and arrangements.




 




4.4           Discharge

Without Cause.  The Company retains

the right to discharge the Executive without Cause (as hereinabove defined) at

any time by written notice of termination of full-time employment given to the

Executive, which notice shall become effective immediately following receipt

thereof.




If the Company discharges the Executive without Cause,

the Executive shall receive, as severance compensation, payment of (i) an

amount equal to the greater of (A) six (6) months base salary or (B) an amount

equal to the base salary that would be earned by the Executive if he remained

actively employed until the third anniversary of the Hire Date, such amount to

be paid within ninety (90) calendar days from employment termination, and (ii)

an amount equal to the Performance Bonus that the Executive would have received

with respect to the fiscal year in which the Executive is discharged if he

remained employed by the Company, such amount to be paid on the same date on

which performance bonuses with respect to such year are paid to other Company

executives, but in no event later than April 1 of the first year following the

year in which the Executive is discharged. 

During the period beginning on the effective date of any discharge

without Cause and ending six (6) consecutive months later or, if later, on the

third anniversary of the Hire Date (the “Severance Period”), the Company shall

maintain in full force and effect (and at the Company’s expense subject to the




 




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Executive’s contribution

rate in effect immediately prior to the Severance Period) the Executive’s

coverage under each employee benefit plan in which the Executive participated

immediately prior to the Severance Period.




 




4.5           Termination

by the Executive with Good Reason. 

If the Executive terminates his employment for Good Reason, the

Executive shall receive, as severance compensation, payment of (i) an amount

equal to the greater of (A) six (6) months base salary or (B) an amount equal

to the base salary that would be earned by the Executive if he remained

actively employed until the third anniversary of the Hire Date, such amount to

be paid immediately upon employment termination, and (ii) an amount equal to

the Performance Bonus that the Executive would have received with respect to

the fiscal year in which the Executive terminates his employment for Good

Reason if he remained employed by the Company, such Performance Bonus amount to

be paid on the same date on which performance bonuses with respect to such year

are paid to other Company executives, but in no event later than April 1 of the

first year following the year in which the Executive is discharged.  During the period beginning on the effective

date of any termination by the Executive for Good Reason and ending on the

third anniversary of the Hire Date (the “Termination Period”), the Company

shall maintain in full force and effect (and at the Company’s expense subject

to the Executive’s contribution rate in effect immediately prior to the

Termination Period) the Executive’s coverage under each employee benefit plan

in which the Executive participated immediately prior to the Termination

Period.  For purposes of this Agreement,

“Good Reason” shall mean, so long as the Executive has not been guilty of the

conduct set forth in clauses (i), (ii) or (iii) of Section 4.1 hereof, the

failure or refusal




 




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by the Company to comply

with any material provision of this Agreement that has not been cured within

sixty (60) days after notice of such failure or refusal has been given by the

Executive to the Company.




 




4.6             Separation

from Service Following a Change In Control.




 




4.6.1      Definition of Change in Control.  For purposes of this Agreement, a “Change in

Control” of the Company shall mean the occurrence of any of the following

events:




 




(i)           any “person” (as such term is used in

Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”)) (or “group” within the meaning of Rule 13d-1 under the

Exchange Act) other than Thomas H. Lee Partners , L.P. (“Lee”) becomes the

“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly

or indirectly, of securities of the Company representing fifty percent (50%) or

more of the combined voting power of the then outstanding securities of the

Company, as the case may be;




 




(ii)          the shareholders of the Company

approve an agreement for the sale or disposition by the Company of all or

substantially all of the Company’s assets;




 




 




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(iii)         more than fifty one percent (51%) of

the members of the Board have been nominated or otherwise designated by a

person other than Lee;




 




(iv)         any transaction or series of

transactions pursuant to or as a result of which (A) during any period of not

more than 24 months, individuals who at the beginning of such period constitute

the Board and any new director (other than a director designated by a third

party who has entered into an agreement to effect a transaction described in

clause (B), (C) or (D) of this paragraph (iv)) whose election by the Board or

nomination for election by the Company’s stockholders was approved by a vote of

at least a majority of the directors then still in office who either were

directors at the beginning of the period or whose election or nomination for

election was previously so approved (other than approval given in connection

with an actual or threatened proxy or election contest), cease for any reason

to constitute at least a majority of the members of the Board, (B) beneficial

ownership of 50% or more of the shares of Company common stock (or other

securities having generally the right to vote for election of the Board) shall

be sold, assigned or offered, to a third party, whether by sale of issuance of

Company common stock or other securities or otherwise, (C) the Company shall

sell, assign or otherwise transfer, directly or indirectly, assets (including

stock or power of 50% or more of the assets or earning power of the Company and

its subsidiaries (taken as a whole) to any third party, other than the Company

or a wholly-owned subsidiary thereof or (D) control of fifty one percent (51%)

or more of the business of the Company shall be sold, assigned or




 




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otherwise transferred

directly or indirectly to any third party.




 




A transaction or series of transactions which give

rise to more than one of the events described in clauses (i), (ii), and (iii)

of this Section 4.6.1 shall be deemed to constitute only one Change in Control

which shall be deemed to occur upon the occurrence of the first such event to

occur.  The Company, including its Board

and its stockholders, shall give the Executive written notice of the occurrence

of a Change in Control promptly following obtaining knowledge thereof.




 




4.6.2      Termination by the Executive.




 




4.6.2.1    Termination within Six Months.  If the Executive terminates his term of

full-time employment on or before six (6) months following a Change in Control,

the Executive shall receive payment of (i) an amount equal to the Performance

Bonus received with respect to the fiscal year immediately preceding

termination of the Executive’s employment, multiplied by a fraction, the

denominator of which is twelve and the numerator of which is the number of full

or partial calendar months of employment completed by the Executive during the

fiscal year in which employment terminates (the “Prorated Performance Bonus”),

such amount to be paid within thirty (30) days following employment termination

and (ii) an amount (the “Base Change in Control Payment”) equal to the greater

of (A) One Hundred Thousand Dollars ($100,000.00); or (B) the difference

between the exercise price under all stock options, if any, whether or not

vested, granted to the Executive and the fair market value of such stock as of

the date of the Change in Control, such amount to be paid on or before six (6)

months following the Change in Control. 

At the time of




 




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Change in Control, the

greater of (A) One Hundred Thousand Dollars ($100,000); or (B) the difference

between the exercise price under all stock options, if any, whether or not

vested, granted to the Executive and the fair market value of such stock upon

the occurrence of a Change in Control shall, upon such occurrence, be placed in

trust for the benefit of the Executive with a trustee designated by the

Executive, to ensure the availability of funds sufficient to furnish the Base

Change in Control Payment.




 




4.6.2.2    Termination at or after Six Months.  If the Executive terminates his term

full-time employment at or after six (6) months following a Change in Control,

he shall receive, immediately upon employment termination, a payment of (i) an

amount equal to the Executive’s highest base annual salary rate during the

twelve (12) month period preceding such termination; (ii) the Prorated

Performance Bonus, determined in accordance with Section 4.6.2.1; and (iii) the

Base Change in Control Payment, determined in accordance with Section 4.6.2.1.




 




4.6.3      Termination by the Company.




 




4.6.3.1    Termination within Six Months.  If the Company terminates the Executive’s

term of full-time employment within six (6) months of a Change in Control, the

Executive shall receive, immediately upon employment termination, payment of

(i) an amount equal to the greater of (A) the Executive’s highest base annual

salary rate during the twelve (12) month period preceding such termination, or

(B) the base salary that would be earned by the Executive if he remained

actively employed until the third anniversary of the Hire Date; (ii) the

Prorated Performance Bonus, determined in accordance with Section




 




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4.6.2.1; and (iii) the

Base Change in Control Payment, determined in accordance with Section 4.6.2.1.




 




4.6.3.2    Termination At or After Six Months.  If the Company terminates the Executive’s

term of full-time employment at or after six (6) months of a Change in Control,

the Executive shall receive, immediately upon employment termination, payment

of (i) an amount equal to the Executive’s highest base annual salary rate

during the twelve (12) month period preceding such termination; (ii) the

Prorated Performance Bonus, determined in accordance with Section 4.6.2.1; and

(iii) the Base Change in Control Payment, determined in accordance with Section

4.6.2.1.




 




4.7           Continuation

of Employee Benefits.  If the

Company terminates the Executive’s employment hereunder (other than for Cause)

or the Executive terminates his employment for Good Reason, the Executive shall

be entitled to certain of the benefits which he would otherwise be entitled to

receive (including, but not limited to, the benefits referred to in

Section 3.4 hereof), for and during the period ending on the third

anniversary of the Hire Date; and, moreover, from and after the date when such

payments, including payments on account of severance, cease, the Executive

shall be relieved of his obligations under Section 8 of this Agreement.  For the purpose of determining the other

benefits which the Executive would otherwise have received under

Section 3.4 during each year of the term of full-time employment had such

termination not occurred, it shall be assumed that the Executive may have

received benefits (excluding executive bonuses, stock awards, stock options and

other similar




 




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incentive compensation)

equal to those that he received with respect to the last fiscal year of the

Company ended during the term of his full-time employment.  In addition, the Company shall at its

expense cause the Executive’s coverage under all of the Company’s Welfare Plans

which were in effect at the termination of the Executive’s term of full-time

employment to continue until the earlier of his 65th birthday or the third

anniversary of the Hire Date, as if he had remained a full-time employee of the

Company until such date.




 




5.             Expenses.  Upon submission of proper vouchers, which

shall be subject to review by the CEO , the Company will pay or reimburse the

Executive for all transportation, hotel and living expenses incurred by the

Executive on business trips taken with the approval of the CEO outside the

metropolitan Boston area, and for all other business and entertainment expenses

reasonably incurred by him in connection with the business of the Company and

its subsidiaries during the term of his service hereunder all in accordance

with Company policies in effect on the date hereof and/or hereafter from time

to time during the term of this Agreement.




 




6.             Indemnification.




 




6.1           The

Company will indemnify the Executive and his legal representatives to the

extent permitted by the laws of the State of Delaware and the existing By-laws

of the Company or any other applicable laws or the provisions of any other

corporate document of the Company, and the Executive shall be entitled to the

protection of any insurance policies the Company may elect to maintain

generally for the benefit of its directors and officers, against all costs,

charges and expenses




 




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whatsoever incurred or

sustained by him or his legal representatives in connection with any action,

suit or proceeding to which he or his legal representatives may be made a party

by reason of his being or having been a director, officer and/or employee of

the Company or any of its subsidiaries, or action taken in any such capacity or

purportedly on behalf of the Company or any of its subsidiaries.  The Company will, upon request by the

Executive, promptly advance or pay any amounts for costs, charges or expenses

(including but not limited to legal fees and expenses incurred by counsel

retained by the Executive) in respect of his right to indemnification

hereunder, subject to later determination as to the Executive’s ultimate right

to receive such advances.  The

provisions of this Section 6 will survive any termination of this Agreement.




 




6.2           The

Company shall promptly reimburse the Executive for the reasonable legal fees

and expenses incurred by the Executive in connection with negotiation of this

Agreement capped at a maximum of Four Thousand Dollars ($4,000.00).




 




6.3           The

Company shall deduct from all amounts payable under this Agreement all federal,

state, local and other taxes required by law to be withheld with respect to

such payments.




 




7.             Protection

of Confidential Information.




 




7.1           Covenant.  The Executive acknowledges that his

employment by the Company will, throughout the term of this Agreement, bring

him into close contact with many confidential affairs of the Company, including

information about costs, profits, markets, sales, products, key personnel,

pricing policies, operational




 




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methods, technical

processes and other business affairs and methods, plans for future development

and other information not readily available to the public.  The Executive further acknowledges that the

services to be performed under this Agreement are of a special, unique,

unusual, extraordinary and intellectual character.  The Executive further acknowledges that the business of the

Company is international in scope, and that the nature of the Executive’s

services, position and expertise are such that he is capable of competing with

the Company from nearly any location in the Western Hemisphere.  In recognition of the foregoing, the

Executive covenants and agrees that he will keep secret all material

confidential matters of the Company that are not otherwise in the public domain

and will not (otherwise than in the ordinary course of the Company’s business)

intentionally disclose them to any Competitive Business (as defined in Section

8.3) either during or after the term of this Agreement except with the

Company’s prior written consent, except as required by compulsory process of

law and/or by a court order.




 




7.2           Specific

Remedy.  If the Executive commits a

material breach of any of the provisions of Section 7.1, the Company shall

have, in addition to the other remedies provided by law, the right and remedy

to have such provisions specifically enforced by any court having equity

jurisdiction, it being acknowledged and agreed that any such breach or

threatened breach will cause irreparable injury to the Company and that money

damages will not provide an adequate remedy to the Company.




 




7.3           The

provisions of this Section 7 shall survive any




 




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termination of this

Agreement.




 




8.             Non-Competition.




 




8.1           Covenant.




 




(a)           In

recognition of the considerations described in Section 7.1 and in the preamble

to this Agreement, the Executive agrees that he shall not, without the written

permission of the Company or unless relieved of his obligations hereunder in

accordance with Section 4.4, (i) enter into the employ of or render any

services to any person, firm, corporation or other entity engaged in any

“Competitive Business” (as defined in Section 8.3), (ii) engage in any

Competitive Business for his own account or (iii) become interested in any

Competitive Business as an individual, partner, shareholder, creditor,

director, officer, principal, agent, employee, trustee, consultant, advisor or

in any other relationship or capacity; provided, however, that nothing

contained in this Section 8.1 shall be deemed to prohibit the Executive from

acquiring, solely as an investment through market purchases, up to five percent

(5%) of the voting securities of any entity which are registered under Section

12 of the Exchange Act and which are publicly traded so long as he is not, and does

not become, part of any control group of such corporation.




 




(b)           The

provisions of paragraph (a) of this Section shall apply for and during the term

of the Executive’s service hereunder and, following termination of the

Executive’s full-time employment (including, without limitation, termination of

the Executive’s full-time employment pursuant to Section 4.1) for an additional

period of twelve months or such lesser number of days as shall be equal to




 




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the number of days that

shall have elapsed between the Hire Date and the Executive’s last day of

full-time employment, provided, however, that if the Executive’s term of full

time employment shall be terminated pursuant to Section 4.4, the Executive’s obligations

under Section 8 shall be limited as provided in Section 4.4.




 




8.2           Specific

Remedy.  In the event of a breach or

threatened breach by the Executive of Section 8.1, the Company shall, in

addition to the other remedies provided by law, have the right and remedy to

have such provisions specifically enforced by any court having equity

jurisdiction, it being acknowledged and agreed that any breach or threatened

breach will cause irreparable injury to the Company and that money damages will

not provide an adequate remedy to the Company. 

Notwithstanding anything to the contrary contained in this Agreement,

all options and other incentive awards granted to the Executive and all

retirement, insurance and other benefits to which the Executive is entitled

under any plan or agreement of the Company shall continue to be governed by the

provisions of such plan or agreement upon the occurrence of any of the events

referred to in Section 8.1.




 




8.3           “Competitive

Business”.  The phrase “Competitive

Business” as used in this Agreement shall mean any line of business that is

substantially the same as any line of any operating business engaged in or

conducted by the Company and which, during, or at the expiration of, the term

of the Executive’s full-time employment, the Company was engaged in or

conducting, or had, to the knowledge of the Executive, definitively planned to

engage in or conduct, and which during the fiscal year of the Company next

preceding the date as of which the determination of




 




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competitive stature needs

to be made, constituted at least 10% of the gross sales of the Company and its

subsidiaries.  The Executive may,

without being deemed in violation of Section 8.1, become a partner or employee

of, or otherwise acquire an interest in, a stock or business brokerage firm, a

consulting or advisory firm, an investment banking firm, or a similar

organization (whether in partnership, corporate or other form) which, as part

of its business, trades or invests in securities of Competitive Businesses or

which represents or acts as agent or advisor for Competitive Businesses, but

only on the condition that the Executive shall not personally render any

services in connection with any such Competitive Business, either directly to

such Competitive Business or other persons or to his firm in connection

therewith.




 




9.             Notices.




 




All notices, requests, consents and other

communications required or permitted to be given hereunder shall be in writing

and shall be deemed to have been duly given if delivered personally or sent by

prepaid telegram, or mailed first-class, postage prepaid, by registered or

certified mail, as follows (or to such other or additional address as either

party shall designate by notice in writing to the other in accordance

herewith):




 




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9.1           If

to the Company:




 




Syratech Corporation




175 McClellan Highway




East Boston, Massachusetts 02128-9114




 




Attention: Chief Executive Officer




 




(with a copy, similarly addressed




but Attention: 

Legal Department)




 




9.2           If

to the Executive, to him at his address on the personnel records of the

Company.




 




10.           General.




 




10.1         Governing Law.  This Agreement shall be governed by and

construed and enforced in accordance with the laws of the Commonwealth of

Massachusetts applicable to agreements made and to be performed entirely in

Massachusetts, except that the provisions of Section 6 shall be governed by the

laws of the State of Delaware.




 




10.2         Captions.  The Section headings contained herein are

for reference purposes only and shall not in any way affect the meaning or

interpretation of this Agreement.




 




10.3         Entire

Agreement.  This Agreement sets

forth the entire agreement and understanding of the parties relating to the

subject matter hereof, and supersedes all prior agreements, arrangements and

understandings, written or oral, between the parties.




 




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10.4         No

Other Representations.  No

representation, promise or inducement has been made by either party that is not

embodied in this Agreement, and neither party shall be bound by or liable for

any alleged representation, promise or inducement not so set forth.




 




10.5         Assignability.   This Agreement, and the Executive’s rights

and obligations hereunder, may not be assigned by the Executive.  The Company may assign its rights, together

with its obligations, hereunder in connection with any sale, transfer or other

disposition of all or substantially all of its business and assets; and such

rights and obligations shall inure to, and be binding upon, any successor to

the business or substantially all of the assets of the Company, whether by

merger, purchase of stock or assets or otherwise, which shall expressly assume

such obligations.




 




10.6         Amendments;

Waivers.  This Agreement may be

amended, modified, superseded, canceled, renewed or extended and the terms or

covenants hereof may be waived, only by a written instrument executed by both

of the parties hereto, or in the case of a waiver, by the party waiving

compliance.  The failure of either party

at any time or times to require performance of any provision  hereof shall in no manner affect the right

at a later time to enforce the same.  No

waiver by either party of the breach of any term or covenant contained in this

Agreement, whether by conduct or otherwise, in any one or more instances, shall

be deemed to be, or construed as, a further or continuing waiver of any such

breach, or a waiver of the breach of any other term or covenant contained in this

Agreement.




 




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IN WITNESS

WHEREOF, the parties have duly executed this Agreement under seal as of the

date first above written.




 




	

   


  	

  SYRATECH CORPORATION


  
	

   


  	

   


  
	

   


  	

  By:


  	

   /s/ David V.

  Harkins


  	

   


  
	

   


  	

  David V. Harkins


  
	

   


  	

  Director


  
	

   


  	

   


  
	

   


  	

  /s/ Gregory Hunt


  	

   


  
	

   


  	

  Gregory Hunt


  





 




 




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