EXHIBIT B









 




EX-10.52




 




EMPLOYMENT AND




NON-COMPETITION AGREEMENT




 




AGREEMENT, dated as of the 27th day of February, 2002,

by and between Syratech Corporation, a Delaware corporation (the “Company”),

and Robert Meers, a resident of Cohasset, Massachusetts (the “Executive”).




 




WHEREAS, the Company desires to engage the services of

the Executive and the Executive desires to be employed by the Company;




 




WHEREAS, the Company desires to be assured that the

unique and expert services of the Executive will be substantially available to

the Company, and that the Executive is willing and able to render such services

on the terms and conditions hereinafter set forth; and




 




WHEREAS, the Company desires to be assured that the

confidential information and good will of the Company will be preserved for the

exclusive benefit of the Company;




 




NOW, THEREFORE, in consideration of such employment

and the mutual covenants and promises herein contained, and for other good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Company and the Executive agree as follows:




 




Section 1.               Employment.  Subject to the provisions of Section 2 below

and the last sentence of this Section 1, the Company hereby employs the

Executive as its President and Chief Executive Officer, and the Executive

hereby accepts such employment under and subject to the terms and conditions

hereinafter set forth.  As soon as is

practicable following the Start Date (as defined in Section 2 below), the Executive

shall be elected to the Company’s Board of Directors. This Agreement shall

become effective upon approval by the Company’s Board of Directors at a meeting

thereof; the Company shall endeavor to have a meeting of the Board of Directors

called as soon as practicable.




 




Section 2.               Term.  The term of employment under this Agreement

shall begin on a date mutually agreed to by the Company and the Executive,

which in any event shall not be later than April 16, 2002 (such date, the

“Start Date”) and shall conclude, unless sooner terminated as provided in

Section 6, on the three (3) year anniversary of such date (the “Term”).  This Agreement shall automatically be

renewed for consecutive one year terms (“Renewal Terms”) unless either party

shall give to the other written notice not less than thirty (30) days prior to

the end of the Term or any Renewal Term that it or he does not wish to renew

this Agreement.




 




Section 3.               Duties.  The Executive shall perform such duties as

are normally associated with the position of President and Chief Executive

Officer on behalf of the Company and its subsidiaries as may from time to time

be authorized or directed by the Board. 

Subject to the powers, authority and responsibilities vested in the

Board and in duly constituted committees of the Board, the Executive shall have

the authority and responsibility for the formulation and 




 





























 




execution of the policies and strategies of the Company and the

management and operations of the business of the Company.  The Executive hereby agrees to devote his

full business time and best efforts to the faithful performance of such duties

and to the promotion and forwarding of the business and affairs of the Company

for the Term and any Renewal Term.




 




Section 4.               Compensation.




 




Section 4.01.          Salary.  In consideration of the services rendered by

the Executive under this Agreement, the Company shall pay the Executive a base

salary (the “Base Salary”) at the rate of $475,000 per calendar year.  The Base Salary shall be paid in such

installments and at such times as the Company pays its regularly salaried

employees and the Board may review the Base Salary annually in a manner

consistent with the Company’s policies and may increase, but may not decrease,

the Base Salary from time to time in its sole discretion.




 




Section 4.02.          Annual

Bonus Opportunity.  The Executive

shall, in the sole discretion of the Board, be eligible as of the end of each

fiscal year of the Company to receive an annual incentive bonus payable in cash

(“Annual Bonus”).  The Annual Bonus

shall be calculated as set forth on Exhibit A attached hereto and shall be paid

within 30 days following the Company’s receipt of audited financials statements

for the preceding fiscal year.




 




Section 4.03           Special

Bonus Opportunity.  If, for the

twelve month period ending December 31, 2003, the Company achieves EBITDA of in

excess of $31,000,000 (the “Target”), the Executive shall receive a one-time

incentive bonus payment equal to $1,000,000. 

If the Company achieves the Target, the Company will authorize the

Executive to make one-time incentive bonus payments to the other members of the

Company’s senior management, which additional bonus payments to the other

members of the Company’s senior management shall in the aggregate be at least

$1,000,000.  The exact aggregate amount

of such bonus payments shall be in the sole discretion of the Board of

Directors; the exact allocation of such bonus payments to the members of senior

management shall be at the discretion of the Executive, after consultation with

the Board of Directors.




 




Section 5.               Benefits.  In addition to the compensation detailed in

Section 4 of this Agreement, the Executive shall be entitled to the following

additional benefits:




 




Section 5.01.          Paid

Vacation.  The Executive shall be

entitled to four (4) weeks paid vacation per fiscal year, such vacation to

extend for such periods and shall be taken at such intervals as shall be

appropriate and consistent with the proper performance of the Executive’s

duties hereunder.




 




Section 5.02.          Insurance

Coverage.  During the Term, the

Company shall provide the Executive with group health, group life and long term

disability insurance protection to the same extent that it makes such

protection available to its other senior executives, which protection shall be

equivalent to the protection as in effect immediately prior to the date hereof.




 




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Section 5.03.          Reimbursement

of Expenses.  The Company shall

reimburse the Executive for all reasonable expenses actually incurred by the

Executive in connection with the business affairs of the Company and the

performance of his duties hereunder. 

The Executive shall comply with such reasonable limitations and

reporting requirements with respect to such expenses as the Board may establish

from time to time.




 




Section 5.04.          Automobile

Allowance.  The Company shall

provide the Executive a reasonable allowance, to be determined by the Board,

for the cost of owning, operating and maintaining an automobile.




 




Section 5.05.          Stock

Options.  As soon as is practicable,

the Company shall adopt a 2002 Stock Incentive Plan and shall grant to the

Executive options to purchase 500,000 shares of the Company’s Common Stock,

$.01 par value per share, thereunder. 

Such options shall have an exercise price of $1.00 per share, shall vest

equally over a three year period (in quarterly increments) and shall be fully

vested upon either the death of the Executive or upon a change of control of

the Company.




 




Section 5.06.          Other

Benefits.  During the Term and any

Renewal Term, the Executive shall be entitled to participate in (i) the

Company’s medical and dental plans and (ii) any other employee benefit plans

made generally available to other employees of the Company (such benefits set

forth in items (i) and (ii) being referred to as the “Employee Benefits”).  The Executive also shall be entitled to take

time off for illness in accordance with the Company’s policy for executives and

to receive all other fringe benefits as are from time to time made generally

available to executives of the Company.




 




Section 5.07.          Retirement

Benefit.  The Company agrees that,

at some future time (which may or may not be during the Term), it will consider

implementing a retirement benefit program for the Executive.




 




Section 6.               Termination.  This Agreement shall be terminated at the

end of the Term or earlier as follows:




 




Section 6.01.          Death.  This Agreement shall terminate upon the

death of the Executive, except that the compensation provided in Section 4

shall continue through the end of the month in which the Executive’s death

occurs.




 




Section 6.02.          Permanent

Disability.  In the event of any

physical or mental disability of the Executive rendering the Executive unable

to perform his duties hereunder for a period of at least one hundred twenty

(120) consecutive days and the further determination that the disability is

permanent with regard to the Executive’s ability to return to work in his full

capacity, this Agreement shall terminate automatically.  Any determination of disability shall be

made by the Board in consultation with a qualified physician or physicians

selected by the Board and reasonably acceptable to the Executive.  The failure of the Executive to submit to a

reasonable 




 




3





























 




examination by such physician or physicians shall act as an estoppel to

any objection by the Executive to the determination of disability by the Board.




 




Section 6.03.          By

the Company For Cause.  The

employment of the Executive may be terminated by the Company for Cause (as

defined below) at any time effective upon written notice to the Executive.  For purposes hereof, the term “Cause” shall

mean that the Board has determined that any one or more of the following has

occurred:




 




(a)           The Executive shall have been

convicted of, or shall have pleaded guilty or nolo contendere to, any

felony;




 




(b)           The Executive shall have willfully

failed or refused to carry out the reasonable and lawful instructions of the

Board of Directors (other than as a result of illness or disability) and such

failure or refusal shall have continued for a period of ten (10) days following

written notice from the Board of Directors, it being understood that the

Company’s failure to achieve its business plan or projections shall not be

itself considered a failure or refusal to perform duties;




 




(c)           the Executive shall have breached any

material provision of Section 8 or 9 hereof; or




 




(d)           the Executive shall have committed

any fraud, embezzlement, misappropriation of funds, breach of fiduciary duty or

other act of dishonesty against the Company.




 




Section 6.04.          By

the Company without Cause.  The

Company may terminate the Executive’s employment at any time without Cause

effective upon written notice to the Executive.




 




Section 6.05.          By

the Executive Voluntarily. The Executive may terminate this Agreement at

any time effective upon at least thirty (30) days’ prior written notice to the

Company.




 




Section 6.06.          By

the Executive for Good Reason.  The

Executive may terminate this Agreement effective upon written notice to the

Company for Good Reason.  Any such

termination shall be treated as a termination by the Company without

Cause.  For this purpose, the term “Good

Reason” shall mean: (i) the assignment to the Executive of any duties

inconsistent in any substantial respect with the Executive’s position,

authority or responsibilities as contemplated by Section 1 of this Agreement or

any duties which are illegal or unethical; (ii) any material reduction in any

of the benefits described in Sections 4 or 5 of this Agreement; (iii) the relocation

by the Company of the Executive’s primary place of employment with the Company

to a location not within a 50 mile radius of Boston, Massachusetts; or (iv)

other material breach of this Agreement by the Company.




 




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Section 7.               Termination

Payments and Benefits.




 




Section 7.01.          Voluntary

Termination, Termination For Cause. 

Upon any termination of this Agreement either (1) voluntarily by the

Executive or (2) by the Company for Cause, all payments, salary and other

benefits hereunder shall cease at the effective date of termination.




 




Section 7.02.          Termination

without Cause or for Good Reason. 

In the event that this Agreement is terminated by the Company without

Cause, or by the Executive for Good Reason, the Executive shall be entitled to

receive (a) the benefits set forth in Section 5 hereof and (b) an amount equal

to the Executive’s salary as is in effect at the effective date of termination,

pursuant to the Company’s normal payroll practices, for the greater of (i) the

remainder of the Term or the Renewal Term and (ii) twelve (12) months from the

effective date of termination.




 




Section 7.03.          Termination

due to Permanent Disability.  In the

event that this Agreement is terminated due to the Permanent Disability of the

Executive, the Executive shall receive an amount equal to the Executive’s

salary as is in effect at the effective date of termination for a period of

twelve (12) months from the effective date of termination, pursuant to the

Company’s normal payroll practices; provided, however, that the such payments

by the Company shall be reduced by the amount of any disability insurance

payments made to the Executive pursuant to insurance provided under Section

5.02 above.




 




Section 7.04.          No

Other Benefits.  Except as

specifically provided in this Section 7, the Executive shall not be entitled to

any compensation, severance or other benefits from the Company or any of its

subsidiaries or affiliates upon the termination of this Agreement for any

reason whatsoever.




 




Section 8.               Proprietary

Information; Inventions in the Field.




 




Section 8.01.          Proprietary

Information.  In the course of his

service to the Company, the Executive will have access to confidential

specifications, know-how, strategic or technical data, marketing research data,

product research and development data, manufacturing techniques, confidential

customer lists, sources of supply and trade secrets, all of which are

confidential and may be proprietary and are owned or used by the Company, or

any of its subsidiaries or affiliates. 

Such information shall hereinafter be called “Proprietary Information”

and shall include any and all items enumerated in the preceding sentence and

coming within the scope of the business of the Company or any of its subsidiaries

or affiliates as to which the Executive may have access, whether conceived or

developed by others or by the Executive alone or with others during the period

of his service to the Company, whether or not conceived or developed during

regular working hours.  Proprietary

Information shall not include any records, data or information which are in the

public domain during or after the period of service by the Executive provided

the same are not in the public domain as a consequence of disclosure directly

or indirectly by the Executive in violation of this Agreement.




 




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Section 8.02.          Fiduciary

Obligations.  The Executive agrees

that Proprietary Information is of critical importance to the Company and a

violation of this Section 8.02 and Section 8.03 would seriously and irreparably

impair and damage the Company’s business. 

The Executive agrees that he shall keep all Proprietary Information in a

fiduciary capacity for the sole benefit of the Company.




 




Section 8.03.          Non-Use

and Non-Disclosure.  The Executive

shall not during the Term, any Renewal Term or at any time thereafter (a)

disclose, directly or indirectly, any Proprietary Information to any person

other than the Company or employees thereof at the time of such disclosure who,

in the reasonable judgment of the Executive, need to know such Proprietary

Information or such other persons to whom the Executive has been specifically

instructed to make disclosure by the Board and in all such cases only to the

extent required in the course of the Executive’s service to the Company or (b)

use any Proprietary Information, directly or indirectly, for his own benefit or

for the benefit of any other person or entity. 

At the termination of his employment, the Executive shall deliver to the

Company all notes, letters, documents and records which may contain Proprietary

Information which are then in his possession or control and shall destroy any

and all copies and summaries thereof.




 




Section 8.04.          Assignment

of Inventions.  The Executive agrees

to assign and transfer to the Company or its designee, without any separate

remuneration or compensation, his entire right, title and interest in and to

all Inventions in the Field (as defined below), together with all United States

and foreign rights with respect thereto, and at the Company’s expense to

execute and deliver all appropriate patent and copyright applications for

securing United States and foreign patents and copyrights on Inventions in the

Field and to perform all lawful acts, including giving testimony, and to

execute and deliver all such instruments that may be necessary or proper to

vest all such Inventions in the Field and patents and copyrights with respect

thereto in the Company, and to assist the Company in the prosecution or defense

of any interference which may be declared involving any of said patent

applications, patents, copyright applications or copyrights.  For the purposes of this Agreement, the

words “Inventions in the Field” shall include any discovery, process, design,

development, improvement, application, technique, or invention, whether

patentable or copyrightable or not and whether reduced to practice or not,

conceived or made by the Executive, individually or jointly with others

(whether on or off the Company’s premises or during or after normal working

hours) while in the employ of the Company, and which was or is directly or

indirectly related to the Business of the Company or any of its subsidiaries,

or which resulted or results from any work performed by any employee or agent

thereof during the Term.




 




Section 9.               Restrictions

on Activities of the Executive




 




Section 9.01.          Acknowledgments.  The Executive and Company agree that he is

being employed hereunder in a key capacity with the Company and that the

Company is engaged in a highly competitive business and that the success of the

Company’s business in the marketplace depends upon its goodwill and reputation

for quality and dependability.  The

Executive and Company further agree that reasonable limits may be placed on his

ability to compete against the 




 




6





























 




Company as provided herein to the extent that they protect and preserve

the legitimate business interests and good will of the Company.




 




Section 9.02.          General

Restrictions.




 




(a)           During the Term, any Renewal Term and

for the Non-Competition Period (as defined below), the Executive will not

(anywhere in the world where the Company or any of its subsidiaries then

conducts business) engage or participate in, directly or indirectly, as

principal, agent, employee, employer, consultant, investor or partner, or

assist in the management of, or own any stock or any other ownership interest

in, any business which is Competitive Business (as defined below); provided

that the ownership of not more than 5% of the outstanding securities of any

class listed on an exchange or regularly traded in the over-the-counter market

shall not constitute a violation of this Section 9.02.  For purposes of this Agreement, a “Competitive

Business” 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 or its subsidiaries.




 




(b)           For purposes of this Agreement, the

“Non-Competition Period” shall mean the longer of (i) the Term and any Renewal

Term and (ii) a period of twelve (12) consecutive months after the Executive’s

employment terminates.




 




Section 9.03.          Employees, Customers and Suppliers.




 




(a)           During the Term, any Renewal Term and

the Non-Solicitation Period (as defined below), the Executive will not solicit,

or attempt to solicit, any officer, director, consultant or employee of the

Company or any of its subsidiaries or affiliates to leave his or her engagement

with the Company or such subsidiary or affiliate nor will he call upon,

solicit, divert or attempt to solicit or divert from the Company or any of its

affiliates or subsidiaries any of their customers or suppliers, or potential

customers or suppliers, of whose names he was aware during the term of his

employment with the Company; provided, however, that nothing in this Section

9.03 shall be deemed to prohibit the Executive from calling upon or soliciting

a customer or supplier during the Non-Solicitation Period if such action

relates solely to a business which is not Competitive with the Company; and

provided, further, however, that nothing in this Section 9.03 shall be deemed

to prohibit the Executive (i) from soliciting or hiring any employee of the

Company or any of its subsidiaries or affiliates, if such employee is a member

of the Executive’s immediate family; (ii) from placing advertisements in

newspapers or other media of general circulation advertising employment

opportunities; and (iii) from hiring persons who respond to such advertisements,

provided that they were not otherwise solicited by the Executive in violation

of this section.




 




(b)           For purposes of this Agreement, the

“Non-Solicitation Period” shall mean the longer of (i) the Term and any Renewal

Term and (ii) a period of twelve (12) consecutive months after the Executive’s

employment terminates.




 




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Section 9.04.          THE

EXECUTIVE REPRESENTS AND WARRANTS THAT THE KNOWLEDGE, SKILLS AND ABILITIES HE

POSSESSES AT THE TIME OF COMMENCEMENT OF EMPLOYMENT HEREUNDER ARE SUFFICIENT TO

PERMIT HIM, IN THE EVENT OF TERMINATION OF HIS EMPLOYMENT HEREUNDER, TO EARN A

LIVELIHOOD SATISFACTORY TO HIMSELF WITHOUT VIOLATING ANY PROVISION OF SECTION 8

OR 9 HEREOF, FOR EXAMPLE, BY USING SUCH KNOWLEDGE, SKILLS AND ABILITIES, OR

SOME OF THEM, IN THE SERVICE OF A NON–COMPETITOR.




 




Section 10.             Remedies.  It is specifically understood and agreed

that any breach of the provisions of Section 8 or 9 of this Agreement is likely

to result in irreparable injury to the Company and that the remedy at law alone

will be an inadequate remedy for such breach, and that in addition to any other

remedy it may have, the Company shall be entitled to enforce the specific

performance of this Agreement by the Executive and to seek both temporary and

permanent injunctive relief (to the extent permitted by law).




 




Section 11.             Severable

Provisions.  The provisions of this

Agreement are severable and the invalidity of any one or more provisions shall

not affect the validity of any other provision.  In the event that a court of competent jurisdiction shall

determine that any provision of this Agreement or the application thereof is

unenforceable in whole or in part because of the duration or scope thereof, the

parties hereto agree that said court in making such determination shall have

the power to reduce the duration and scope of such provision to the extent

necessary to make it enforceable, and that the Agreement in its reduced form

shall be valid and enforceable to the full extent permitted by law.




 




Section 12.             Notices.  All notices hereunder, to be effective,

shall be in writing and shall be delivered by hand or mailed by certified mail,

postage and fees prepaid, as follows:




 




	

  If to the Company:


  	

  Syratech Corporation


  
	

   


  	

  175 McClellan Highway


  
	

   


  	

  P.O. Box 9114


  
	

   


  	

  East Boston, MA  02128


  
	

   


  	

  Attention:


  	

   


  	

   


  
	

   


  	

  Facsimile:


  	

   


  	

   


  
	

   


  	

   


  
	

  with a copy to:


  	

  Thomas H. Lee Partners, L.P.


  
	

   


  	

  75 State Street, 26th

  Floor


  
	

   


  	

  Boston, MA  02109


  
	

   


  	

  Attention: David V.

  Harkins


  
	

   


  	

  Facsimile: (617)

  227-3514


  
	

   


  	

   


  
	

  If to the Executive:


  	

  Robert Meers


  
	

   


  	

  475 Jerusalem Road


  
	

   


  	

  Cohasset, MA  02025


  
	

   


  	

  Facsimile No.: (781)

  335-9997


  





 




8





























 




or to such other address as a party may notify the other pursuant to a

notice given in accordance with this Section 12.




 




Section 13.             Miscellaneous.




 




Section 13.01.        Modification.  This Agreement constitutes the entire

Agreement between the parties hereto with regard to the subject matter hereof,

superseding all prior understandings and agreements, whether written or oral.  This Agreement may not be amended or revised

except by a writing signed by the parties.




 




Section 13.02.        Assignment

and Transfer.  This Agreement shall

not be terminated by the merger or consolidation of the Company with any

corporate or other entity or by the transfer of all or substantially all of the

assets of the Company to any other person, corporation, firm or entity.  The provisions of this Agreement shall be

binding on and shall inure to the benefit of any such successor in interest to

the Company. Neither this Agreement nor any of the rights, duties or

obligations of the Executive shall be assignable by the Executive, nor shall

any of the payments required or permitted to be made to the Executive by this

Agreement be encumbered, transferred or in any way anticipated, except as

required by applicable laws.




 




Section 13.03.        Captions.  Captions herein have been inserted solely

for convenience of reference and in no way define, limit or describe the scope

or substance of any provision of this Agreement.




 




Section 13.04.        Governing

Law.  This Agreement shall be

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

Massachusetts.




 




[Remainder of page

intentionally left blank]




 




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IN WITNESS WHEREOF, the parties hereto have duly

executed this Agreement as a sealed instrument as of the day and year first

above written.




 




	

   


  	

  SYRATECH CORPORATION


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ David Harkins


  	

   


  
	

   


  	

  Name:  David Harkins


  
	

   


  	

  Title:Director


  
	

   


  	

   


  
	

   


  	

  /s/ Robert Meers


  	

   


  
	

   


  	

  Robert Meers


  
	

   


  	

   


  
					





 




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EXHIBIT A




 




Annual Bonus Opportunity




 








	

  Percentage

  of


  Budgeted EBITDA Achieved


  	

   


  	

  Bonus

  Available as


  Percentage of Base Salary


  
	

  100


  	

  %


  	

   


  	

  100


  	

  %


  
	

  95


  	

  %


  	

   


  	

  87.5


  	

  %


  
	

  90


  	

  %


  	

   


  	

  75


  	

  %


  
	

  85


  	

  %


  	

   


  	

  62.5


  	

  %


  
	

  80


  	

  %


  	

   


  	

  50


  	

  %


  
	

  less than 80


  	

  %


  	

   


  	

  0


  	

  %


  










 




Any level of Company performance which falls between

two specific points set forth above under “Percentage of Budgeted EBITDA

Achieved” shall entitle the Executive to receive a percentage of Base Salary

determined on a straight line basis between such two points (where each 1% of

Budgeted EBITDA achieved increases the Bonus Available by 2.5%.




 




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